DRAFT RED HERRING PROSPECTUS Dated September 28, 2007

Please read section 60B of the Companies Act, 1956 (The Draft Red Herring Prospectus will be updated upon filing with the RoC)

100% Book Built Issue

TCG Lifesciences Limited

(Our Company was originally incorporated as Chembiotek Research Private Limited on August 3, 1998 under the Companies Act, 1956. On February 12, 2002 our name was changed to Chembiotek Research International Private Limited. Subsequently on August 21, 2007 our name was changed to TCG Lifesciences Private Limited. The status of our Company was changed to a public limited company by a special resolution of the members passed at the annual general meeting held on August 31, 2007 and a fresh certificate of incorporation consequent to the change of name was granted to our Company on September 17, 2007 by the Registrar of Companies, West Bengal and our name was changed to TCG Lifesciences Limited (“Our Company” or “the Issuer”). For changes in our Registered Office see “History and Certain Corporate Matters” on page 92).

Registered Office: Block BN, Plot no. 7, Salt Lake Electronics Complex, Sector V, Kolkata 700091 Corporate Office: Block EP&GP, Bengal Intelligent Park, Building B, Third Floor, Salt Lake Electronics Complex, Sector V, Kolkata 700091

Telephone: +91 33 23673151/52/53; Facsimile: +91 33 23673058 Contact Person: Vikash Kumar Agarwal; Telephone: +91 33 4000 3000; Email: ipo@tcgls.com

Website: www.tcgls.com

PUBLIC ISSUE OF 9,500,000 EQUITY SHARES OF RS. 10 EACH (“EQUITY SHARES”) FOR CASH AT A PRICE OF RS [•] PER EQUITY SHARE (BY OUR COMPANY, AGGREGATING RS. [•] MILLION. THE ISSUE COMPRISES A FRESH ISSUE OF 9,000,000 EQUITY SHARES OF RS. 10 EACH AND A RESERVATION OF UP TO 500,000 EQUITY SHARES OF RS. 10 EACH FOR OUR ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE “NET ISSUE”. THE ISSUE WOULD CONSTITUTE 14.41% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY. THE NET ISSUE WILL CONSTITUTE 13.65% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY.

The Company is considering a pre-IPO placement of upto 1,500,000 Equity Shares with certain investors (“Pre-IPO Placement”). The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If the Pre-IPO Placement is completed, then (i) the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post- Issue capital being offered to the public and (ii) the Employee Reservation Portion shall (if required) be accordingly reduced.

PRICE BAND: RS. [ ] TO RS. [ ] PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACH.

THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 AND THE FLOOR PRICE IS [•] TIMES THE FACE VALUE AND THE CAP PRICE IS [•] TIMES THE FACE VALUE

In case of revision in the Price Band, the Bidding Period will be extended for three additional Working Days after such revision of the Price Band subject to the Bidding /Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers and at the terminals of the Syndicate.

Pursuant to Rule 19(2)(b) of the SCRR, this being an Issue for less than 25% of the post–Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to all QIBs including Mutual Funds, subject to valid bids being received from them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. Further, up to 500,000 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or above the Issue Price.

IPO GRADING This Issue has been graded by [ ] as [ ], indicating [ ]. For more information on IPO grading, please refer to section titled “General Information ” beginning on page 34.

RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs.10 per Equity Share and the Floor Price is [ ] times the face value and the Cap Price is [ ] times the face value. The Issue Price (as determined by the Company, in consultation with the Book Running Lead Managers, on the basis of assessment of market demand for the Equity Shares offered by way of book building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurancecan be given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be tradedafter listing.

GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking aninvestment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Equity Shares offered in theIssue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page xiv.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information withregard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and thatthere are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received the in-principle approval from the NSE and the BSE for the listing of our Equity Shares pursuant to letters dated [•] and [•], respectively. For purposes of this Issue, the Designated Stock Exchange is [●].

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE 0

KOTAK MAHINDRA CAPITAL COMPANY LIMITED 3rd Floor, Bakhtawar 229 Nariman Point Mumbai - 400021, India Telephone: +91 22 6634 1100 Facsimile: +91 22 2283 7517 Email: tcg.ipo@kotak.com Website: www.kotak.com Investor Grievance ID: kmccredressal@kotak.com Contact Person: Chandrakant Bhole SEBI registration number: INM000008704

ENAM SECURITIES PRIVATE LIMITED 801, Dalamal Towers Nariman Point Mumbai - 400021, India Telephone: +91 22 6638 1800 Facsimile: +91 22 2284 6824 Email: tcg.ipo@enam.com Website: www.enam.com Contact Person: Shuchi Agrawal SEBI registration number: INM000006856

KARVY COMPUTERSHARE PRIVATE LIMITED Plot No. 17-24, Vithalrao Nagar Madhapur, Hyderabad – 500081 India Telephone: +1 – 800 – 345 4001 Facsimile: +91 40 2342 0814 Email: tcgl.ipo@karvy.com Website: www.karvy.com Contact Person: M. Murali Krishna

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

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TABLE OF CONTENTS

SECTION I- GENERAL ............................................................................................................................ II DEFINITIONS AND ABBREVIATIONS....................................................................................................II CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA.......................................................................................................................................................... XII FORWARD-LOOKING STATEMENTS................................................................................................. XIII

SECTION II - RISK FACTORS............................................................................................................ XIV SECTION III : INTRODUCTION ........................................................................................................... 25

SUMMARY OF OUR BUSINESS..............................................................................................................25 SUMMARY FINANCIAL INFORMATION .............................................................................................29 THE ISSUE ..................................................................................................................................................33 GENERAL INFORMATION......................................................................................................................34 CAPITAL STRUCTURE ............................................................................................................................42 OBJECTS OF THE ISSUE ..........................................................................................................................51

BASIS FOR ISSUE PRICE ....................................................................................................................... 56 STATEMENT OF TAX BENEFITS...........................................................................................................58

SECTION IV: ABOUT THE COMPANY............................................................................................... 65 INDUSTRY OVERVIEW ...........................................................................................................................65 OUR BUSINESS .........................................................................................................................................72 REGULATIONS AND POLICIES .............................................................................................................87 HISTORY AND CERTAIN CORPORATE MATTERS............................................................................92 OUR MANAGEMENT .............................................................................................................................100 OUR PROMOTERS AND PROMOTER GROUP ...................................................................................111 RELATED PARTY TRANSACTIONS....................................................................................................161 DIVIDEND POLICY.................................................................................................................................162

SECTION V: FINANCIAL STATEMENTS ......................................................................................... 163 TCGLS AUDITED FINANCIAL STATEMENTS AS PER INDIAN GAAP.........................................190 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..................................................................................................................233 FINANCIAL INDEBTEDNESS ...............................................................................................................246

SECTION VI: LEGAL AND OTHER INFORMATION..................................................................... 255 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..............................................255 GOVERNMENT AND OTHER APPROVALS .......................................................................................259 OTHER REGULATORY AND STATUTORY DISCLOSURES ...........................................................265

SECTION VII: ISSUE INFORMATION............................................................................................... 273 TERMS OF THE ISSUE............................................................................................................................273 ISSUE STRUCTURE ................................................................................................................................276 ISSUE PROCEDURE................................................................................................................................280

SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION.......................... 312 SECTION IX: OTHER INFORMATION ............................................................................................. 324

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................324 DECLARATION .......................................................................................................................................326

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SECTION I- GENERAL

DEFINITIONS AND ABBREVIATIONS Company Related Terms Term Description

“TCG Lifesciences”, “TCGLS”, “Issuer”, “the Company” and “our Company”

Unless the context otherwise indicates or implies, refers to TCG LifesciencesLimited, a public limited company incorporated under the Act.

“We”, “us” and “our” Unless the context otherwise indicates or implies, refers to TCG LifesciencesLimited, and where the context requires, together with its subsidiaries Clininvent Research Private Limited, Xtec International (Mauritius) Limited, LabVantage Solutions Inc. (USA), LabVantage Solutions Limited (UK), Cygnus Lab SolutionsLimited (UK), LabVantage Solutions Europe Limited (UK) and LabVantage Solutions Private Limited (India) which are described under the section titled“History and Certain Corporate Matters” on page 92.

Articles/Articles of Association

The articles of association of our Company, as amended from time to time.

Audit Committee

The audit committee of our Board comprising Mukul Sarkar, Firdose Vandrevala and Swadesh Chatterjee.

Auditors

The statutory auditors of our Company are Price Waterhouse & Co. and the taxauditors of our Company are Rajneesh Agarwal & Co.

Board/ Board of Directors/ our Board

The board of directors of our Company as constituted from time to time or acommittee constituted thereof.

Clininvent

Clininvent Research Private Limited.

Corporate Office

The corporate office of our Company is situated at Block EP&GP, Bengal IntelligentPark, Building B, Third Floor, Salt Lake Electronics Complex, Sector V, Kolkata700091.

Directors/our Directors

Members of our Board, unless otherwise specified.

ESOP/our ESOP

Employees stock option scheme adopted by the shareholders of the Company bytheir resolution dated September 18, 2007.

Investors Grievance Committee The investors grievance committee of our Board comprising Mukul Sarkar, Swapan Bhattacharya and Firdose Vandrevala.

IPO Committee The IPO committee comprises Swapan Bhattacharya, Rakesh Pandya and Rajneesh Agarwal.

LabVantage US LabVantage Solutions, Inc.

Memorandum/our Memorandum

The memorandum of association of our Company, as amended from time to time.

Registered Office

The registered office of our Company situated at Block BN, Plot no. 7, Salt LakeElectronics Complex, Sector V, Kolkata 700091.

Remuneration Committee The remuneration committee of our Board comprising Dr. Vijay Laxman Kelkar, Mukul Sarkar and Firdose Vandrevala.

Subsidiaries Clininvent, Xtec International (Mauritius) Limited which owns LabVantageSolutions Inc. (USA) which owns, LabVantage Solutions Limited (UK), CygnusLab Solutions Limited (UK), LabVantage Solutions Europe Limited (UK) and LabVantage Solutions Private Limited (India).

Promoters/ our Promoters

The promoters of our Company namely Dr. Purnendu Chatterjee and TCG Lifesciences Mauritius Limited.

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Promoter Group The natural persons and companies listed in the section titled “Our Promoters and Promoter Group” on page 111.

Issue Related Terms Term Description

Allotment/Allot/Allotted / allotment/allotted/Allocated/ allocation/ allocated

Unless the context otherwise requires, the allotment of Equity Shares, pursuant to the Issue.

Allottee The successful Bidder to whom the Equity Shares are/ have been Allotted.

Banker(s) to the Issue [•]

Bid An indication to make an offer during the Bidding/Issue Period by a Bidder to subscribe to the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto.

Bid / Issue Closing Date The date after which the Syndicate will not accept any Bids for the Issue, which shall be notified in an English national newspaper, a Hindi national newspaper and a Bengali newspaper each with wide circulation.

Bid / Issue Opening Date The date on which the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in an English national newspaper, a Hindi national newspaper and a Bengali newspaper each with wide circulation.

Bid Amount The highest value of the optional Bids indicated in the Bid-cum-Application Form and payable by the Bidder on submission of the Bid in the Issue.

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

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

Bidding / Issue Period The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date (inclusive of both days) and during which prospective Bidders can submit their Bids including any revisions thereof.

Book Building Process/ Method

Book building route as provided in Chapter XI of the SEBI Guidelines, in terms of which this Issue is being made.

Book Running Lead Managers/BRLMs

Book Running Lead Managers to the Issue, in this case being Kotak and Enam.

Business Day Any day other than Saturday and Sunday on which commercial banks in Kolkata and Mumbai, India are open for business.

CAN/ Confirmation of Allocation Note

The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process, including any revision thereof.

Cap Price The higher end of the Price Band, above which the Issue Price will not be finalized and above which no Bids will be accepted.

Cut-off Price The Issue Price finalised by our Company in consultation with the BRLMs. A Bid submitted at Cut-off Price by a Retail Individual Bidder is a valid Bid at all price levels within the Price Band. Only Retail Individual Bidders are entitled to Bid at the cut-off price for a Bid Amount not exceeding Rs. 100,000. QIBs and Non-Institutional Bidders are not entitled to Bid at cut-off price.

Depositories Act The Depositories Act, 1996 as amended from time to time.

Depository/Depositories A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL.

Designated Date The date on which the Escrow Collection Bank(s) transfer the funds from the

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Term Description Escrow Account to the Public Issue Account after the Prospectus is filed with the RoC, following which the Board of Directors may Allot Equity Shares to successful Bidders.

Designated Stock Exchange [•]

Draft Red Herring Prospectus

This Draft Red Herring Prospectus filed with SEBI on September 28, 2007, issued in accordance with Section 60B of the Companies Act, and the SEBI Guidelines which does not contain, inter alia, complete particulars on the price at which the Equity Shares are offered and the size (in terms of value) of the Issue.

Eligible Employee Permanent employees of the Company and Subsidiaries including directors, whether whole-time directors or part time directors, as of [•] and are Indian nationals and are present in India on the Bid/Issue Opening Date and is present in India on the date of submission of the Bid-cum-Application Form.

Eligible NRI NRI from such jurisdiction outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe to the Issue.

Employee Reservation Portion

The portion of the Issue being upto 500,000 Equity Shares available for Allocation to Eligible Employees. If the Pre-IPO Placement is completed, then the Employee Reservation Portion will be reduced proportionately to the reduction of the remainder of the Net Issue.

Enam Enam Securities Private Limited having its registered office at 801, Dalamal TowersNariman Point Mumbai - 400021, India.

Escrow Account Account opened with the Escrow Collection Bank(s) for the Issue and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount when submitting a Bid.

Escrow Agreement Agreement to be entered into by our Company, the Registrar, BRLMs the Syndicate Member and the Escrow Collection Bank(s) for collection of the Bid Amounts and where applicable, refunds of the amounts collected to the Bidders on the terms and conditions thereof.

Escrow Collection Bank(s) The banks which are clearing members and registered with SEBI as Banker to the Issue with whom the Escrow Account will be opened, in this case being [●].

First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form.

Floor Price The lower end of the Price Band, above which the Issue Price will be finalized and below which no Bids will be accepted.

Grading Agency [•]

Issue Public issue of 9,500,000 Equity Shares for cash at a price of Rs. 10 per Equity Share including a share premium of Rs. [•] per Equity Share, aggregating Rs. [•] million. The Issue comprises a Net Issue of 9,000,000 Equity Shares and a Employee Reservation Portion of upto 500,000 Equity Shares for our Eligible Employeessubject to receipt valid Bids. Of the above, the Company is considering a Pre-IPO Placement. The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If the Pre-IPO Placement is completed, then (i) the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post- Issue capital being offered to the public and (ii) the Employee Reservation Portion shall (if required) be accordingly reduced.

Issue Price The final price at which Equity Shares will be Allotted in the Issue as decided by the Company in consultation with the BRLMs on the Pricing Date.

Kotak Kotak Mahindra Capital Company Limited having its registered office at 3rd Floor, Bakhtawar, 229, Nariman Point, Mumbai 400021.

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Term Description Margin Amount The amount paid by the Bidder at the time of submission of his/her Bid, being 10%

to 100% of the Bid Amount, as applicable.

Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 as amended from time to time.

Mutual Fund Portion 5% of the QIB Portion or 270,000 Equity Shares (assuming the QIB Portion is at least 60% of the Net Issue) available for allocation to Mutual Funds only, from the QIB Portion. If the Pre-IPO Placement is completed, then the Mutual Fund Portion will be reduced proportionately to the reduction of the remainder of the Net Issue.

Net Issue The Issue less the Employee Reservation Portion, aggregating 9,000,000 Equity Shares.

Net Proceeds Proceeds of the Issue, after deducting the underwriting and management fees, selling commission and other expenses associated with the issue.

Non Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an amount more than Rs. 100,000 (excluding NRIs other than eligible NRIs).

Non Institutional Portion The portion of the Issue being not less than 10% of the Net Issue consisting of 900,000 Equity Shares available for allocation to Non Institutional Bidders. If the Pre-IPO Placement is completed, then the Non Institutional Portion will be reduced proportionately to the reduction of the remainder of the Net Issue.

Pay-in Date Bid/Issue Closing Date with respect to Bidders whose Margin Amount is 100% of the Bid Amount or the last date specified in the CAN sent to Bidders whose Margin Amount is less than 100% of the Bid Amount, as applicable.

Pay-in-Period (a) With respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/ Issue Opening Date; and extending until the Bid/ Issue Closing Date; and

(b) With respect to Bidders whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/ Issue Opening Date and extending until the closure of the Pay-in Date, as specified in the CAN.

Pre-IPO Placement A pre-IPO placement of upto 1,500,000 Equity Shares with certain investors. The

Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC.

Price Band Price band of a minimum price (Floor Price) of Rs. [•] and the maximum price (Cap Price) of Rs. [•] including any revisions thereof.

Pricing Date The date on which our Company, in consultation with the BRLMs, finalizes the Issue Price.

Prospectus The Prospectus to be filed with the RoC in terms of Section 60 of the Companies Act, containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information, and including any corrigendum thereof.

Public Issue Account Account opened with the Bankers to the Issue to receive monies from the Escrow Account on the Designated Date.

QIB Margin Amount An amount representing at least 10% of the Bid Amount, payable by QIBs at the time of submitting a Bid.

QIB Portion The portion of the Issue being at least 60% of the Net Issue or 5,400,000 Equity Shares to be allotted to QIBs on a proportionate basis. If the Pre-IPO Placement is completed, then the QIB Portion will be reduced proportionately to the reduction of the remainder of the Net Issue.

Qualified Institutional Buyersor QIBs

Public financial institutions as specified in Section 4A of the Companies Act, foreign institutional investors, scheduled commercial banks, mutual funds registered with SEBI, venture capital funds registered with SEBI, FVCIs, state industrial development corporations, insurance companies registered with Insurance Regulatory and Development Authority, provident funds (subject to applicable law)

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Term Description with minimum corpus of Rs. 250 million and pension funds with minimum corpus of Rs. 250 million.

Refund Account(s) Account(s) opened with an Escrow Collection Bank(s), from which refunds of the whole or part of the Bid Amount, if any, shall be made.

Refund Banker(s) [•]

Registrar/Registrar to theIssue

Karvy Computershare Private Limited, having its registered office at Plot No. 17-24, Vittalrao Nagar, Madhapur, Hyderabad 500081.

Retail Individual Bidder(s) Individual Bidders (including HUFs) who have Bid for Equity Shares of an amount less than or equal to Rs. 100,000.

Retail Portion The portion of the Issue being not less than 30% of the size of the Net Issue or 2,700,000 Equity Shares available for allocation to Retail Individual Bidder(s). If the Pre-IPO Placement is completed, then the Mutual Fund Portion will be reduced proportionately to the reduction of the remainder of the Net Issue.

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

RHP or Red HerringProspectus

The red herring prospectus which does not have complete particulars of the Price at which the Equity Shares are offered and the size of the Issue, issued in accordance with Section 60B of the Companies Act and the SEBI Guidelines. The Red Herring Prospectus will become a Prospectus upon filing with the RoC after the Pricing Date.

Syndicate Agreement The agreement to be entered into among the Company and the members of the Syndicate, in relation to the collection of Bids in this Issue.

Syndicate Member Kotak Securities Limited.

Syndicate or members of the Syndicate

The BRLMs and the Syndicate Member.

TRS/ Transaction RegistrationSlip

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

Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time.

Underwriters The BRLMs and the Syndicate Member.

Underwriting Agreement The agreement between the Underwriters and our Company to be entered into on or after the Pricing Date.

Venture Capital Funds/VCF Venture capital funds as defined and registered with SEBI under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended from time to time.

Working Days All days except Saturday, Sunday and any public holiday.

Conventional and General Terms/ Abbreviations Term Description

A/c Account.

Act or Companies Act Companies Act, 1956 as amended from time to time. AGM Annual General Meeting.

AS Accounting Standards issued by The Institute of Chartered Accountants of India.

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Term Description AY Assessment Year.

BSE Bombay Stock Exchange Limited.

CAGR Compounded Annual Growth Rate.

CDSL Central Depository Services (India) Limited.

CIT Commissioner of Income Tax.

CST Commissioner of Service Tax.

Depository Participant/DP A depository participant as defined under the Depositories Act.

DP ID Depository Participant’s Identity.

EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation.

ECS Electronic clearing service.

EOU Export Oriented Unit.

EPS Earnings Per Share i.e., profit after tax for a fiscal/period divided by the weighted average number of equity shares/potential equity shares during that fiscal/period.

EU European Union.

FDI Foreign Direct Investment.

FEMA

Foreign Exchange Management Act, 1999 read with rules and regulations thereunder and amendments thereto.

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and amendments thereto.

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

Financial Year/ Fiscal/ FY Period of twelve months ended March 31 of that particular year.

FIPB Foreign Investment Promotion Board.

FVCI Foreign Venture Capital Investor.

GDP Gross Domestic Product.

GoI/Government Government of India.

HUF Hindu Undivided Family.

I.T. Act The Income Tax Act, 1961, as amended from time to time.

IT Department Income Tax Department.

IFRS International Financial Reporting Standards.

Indian GAAP Generally Accepted Accounting Principles in India.

IPO Initial Public Offering.

IT Information Technology.

Merchant Banker Merchant banker as defined under the Securities and Exchange Board of India (Merchant Bankers) Rules, 1992.

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Term Description MOU Memorandum of Understanding.

NA Not Applicable.

NAV Net Asset Value being paid up equity share capital plus free reserves (excluding

reserves created out of revaluation, preference share capital) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of ‘profit and loss account’, divided by number of issued equity shares outstanding at the end of fiscal.

NEFT National electronic fund transfer service.

NRE Account Non Resident External Account.

NRI Non Resident Indian, is a person resident outside India, as defined under FEMA and the FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 as amended from time to time.

NRO Account Non Resident Ordinary Account.

NSDL National Securities Depository Limited.

NSE National Stock Exchange of India Limited.

OCB A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management (Transfer or Issue of Foreign Security by a Person resident outside India) Regulations, 2000.

OTCEI Over the Counter Exchange of India Limited.

P/E Ratio Price/Earnings Ratio.

PAN Permanent Account Number allotted under the Income Tax Act, 1961.

Portfolio Manager A portfolio manager as defined under the Securities and Exchange Board of India (Portfolio Mangers) Rules, 1993 as amended from time to time.

p.a. per annum.

PLR Prime Lending Rate.

QIB Qualified Institutional Buyer.

RBI The Reserve Bank of India.

RoC The Registrar of Companies, West Bengal.

RoNW Return on Net Worth.

Rs. Indian Rupees.

RTGS Real time gross settlement.

SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992.

Sec. Section.

SEBI Act Securities and Exchange Board if India Act, 1992, as amended from time to time.

SEBI Guidelines SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended from time to time.

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Term Description SICA The Sick Industrial Companies (Special Provisions) Act, 1985.

Stock Exchange(s) NSE and BSE.

STT Securities Transaction Tax.

SEZ Special Economic Zone

US / USA/ U.S United States of America.

US GAAP Generally Accepted Accounting Principles in the United States of America.

Industry Related Terms Term Description

ADME Absorption, Distribution, Metabolism, and Excretion.

API Active Pharmaceutical Ingredient.

CDMS Clinical Data Management System.

CDSCO Central Drugs Standard Control Organization, Department of Health, Ministry of Health and Family Welfare, Government of India.

21 CFR Part 11 Title 21 Part 11 of the FDA’s Code of Federal Regulations.

CNS Central Nervous System.

CRA Clinical Research Associate.

CRO Contract Research Organization.

DBT Department of Biotechnology, Ministry of Science & Technology, Government of India.

DCGI Drugs Controller General of India, CDSCO.

DMPK or PK Drug Metabolism and Pharmacokinetics or Pharmacokinetics.

DNA Deoxyribonucleic Acid.

DTAB Drugs Technical Advisory Board constituted per Drugs and Cosmetics Act, 1940.

ECM Enterprise Content Management.

EDC Electronic Data Capture (note: depending on context, the term EDC refers either to the automated capture of data during clinical trials or to a CDMS solution).

ELN Electronic Laboratory Notebook.

FFS Fee-For-Service.

FLIPR Flurimetric Imaging Plate Reader. FPLC Fast Protien Liquid Chromatography. FTE Full Time Equivalent.

GCP or cGCP The applicable Good Clinical Practices or current Good Clinical Practices

established by the Expert Committee set up under CDSCO, WHO, ICH, FDA, and/or ICMR, but not limited to these.

GC-MS Gas Chromatography-Mass Spectroscopy. GEAC Genetic Engineering Approval Committee, Ministry of Environment & Forests,

Government of India

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Term Description GLP or cGLP The applicable Good Laboratory Practices or current Good Laboratory Practices

established under, but not limited by, the OECD Principles of Good Laboratory Practice and Test Guidelines, acts and rules per the Animal Welfare Board of India, Ministry of Environment & Forests, DBT guidelines, WHO laboratory biosafety guidelines, and/or FDA guidelines.

GMP or cGMP The applicable Good Manufacturing Practices or current Good Manufacturing Practices established under WHO, FDA, and/or the EU, but not limited to these.

HPLC High Performance Liquid Chromatography. IBM or IBM Corporation International Business Machines Corporation.

ICH International Conference on Harmonization of Technical Requirements for

Registration of Pharmaceuticals for Human Use.

ICMR Indian Council of Medical Research or any interim upgrade to Department of Health Research; under Ministry of Health & Family Welfare, Government of India.

IND Investigational New Drug (application to the FDA).

IRB or IEC Depending on context, Independent Ethics Committee or Institutional Ethics Committee (per ICMR); also known as Institutional Review Board, Independent Ethics Committee, Ethics Review Board, Research/Ethics Committee, Research Ethics Board.

LC-MS Liquid Chromatography-Mass Spectroscopy. LIMS Laboratory Information Management System. LPM Laboratory Process Management.

MALDI-TOF/TOF Matrix Assisted Laser Desorption Ionization – Time of Flight MD Master's Degree.

NDA New Drug Application (to the FDA).

NIH U.S. National Institutes of Health, Department of Health and Human Services.

NMR Nuclear Magnetic Resonance. OECD Organisation for Economic Co-operation and Development.

PCB The applicable state Pollution Control Board(s).

PCR Polymerase Chain Reaction. PhD or Ph.D or Ph.D. Philosophiae Doctor (doctor of philosophy).

PhRMA The Pharmaceutical Research and Manufacturers of America.

POC Proof-of-Concept.

R&D Research and Development.

RDNA Recombinant Deoxyribonucleic Acid (note: distinct from “rDNA” which refers to

Ribosomal Deoxyribonucleic Acid).

RNA Ribonucleic Acid.

SAR Structure-Activity Relationship.

SOP

Standard Operating Procedure(s).

Sq. ft. Square Feet.

TRIPS or TRIPs The Agreement on Trade Related Aspects of Intellectual Property Rights, January 1,1995, administered by WTO.

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Term Description WHO World Health Organization, United Nations.

WTO World Trade Organization.

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CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions All references in this Draft Red Herring Prospectus to "India" are to the Republic of India. All references in this Draft Red Herring Prospectus to the “US”, “USA” or “United States” is to the United States of America together with its territories and possessions. Financial Data Unless indicated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated financial statements prepared in accordance with Indian GAAP and the Companies Act and related in accordance with SEBI Guidelines. Our fiscal year commences on April 1 and ends on March 31, so all references to a particular fiscal year are to the 12 month period ended March 31 of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. There are significant differences between Indian GAAP and U.S. GAAP and IFRS; accordingly, the degree to which the financial statements prepared in accordance with Indian GAAP included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines. Any reliance by persons not familiar with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on our financial data. Currency of Presentation All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references to “US$”, “U.S. Dollar” or “US Dollars” are to United States Dollars, the official currency of the United States of America. All references to “€” are to Euros, the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time. Industry and Market Data Market data used throughout this Draft Red Herring Prospectus has been obtained from industry publications. Industry publications generally state that the information contained therein has been obtained from publicly available documents from various sources believed to be reliable, including Kalorama Information, Frost & Sullivan, PhRMA and Atrium Research, but the accuracy and completeness of the information is not guaranteed and its reliability cannot be assured. Although we believe market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified by us. Further, the extent to which the market data is presented in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodolpgies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. Exchange Rates The exchange rates of the respective foreign currencies are as on September 24, 2007.

Currency Exchange rate into (Rs.) 1 USD 39.82 1 Euro 56.22

Source: RBI Reference Rate

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FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain “forward looking statements”. These forward looking statements can generally be identified by words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “potential”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. Similarly, statements that describe our objectives, strategies, plans or goals are also forward-looking statements. These forward looking statements are based on our current plans and expectations and are subject to a number of uncertainities and risks that could significantly affect our current plans and expectations and our future financial condition and results of operations. The factors include, but are not limited to: • General economic and business conditions in India; • Our ability to successfully implement our strategy, our research and development efforts, our

growth and expansion plans and technological changes; • Changes in the value of the Indian rupee and other currency changes; • Changes in the Indian and international interest rates; • Changes in laws and regulations that apply to the Indian and global chemistry research and

integrated drug discovery services; • Increasing competition in and the conditions of the Indian chemistry research and integrated drug

discovery services; • Changes in political conditions in India; and • Changes in the foreign exchange control regulations in India. For further discussion of factors that could cause our actual results to differ, see the sections “Risk Factors”, “Our Business” and “Management’s Discussion Analysis of Financial Condition and Results of Operations” on pages xiv, 72 and 233 respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither the Company, its Directors and officers, any Underwriter, nor any of their respective affiliates or associates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the Company and the BRLMs will ensure that investors in India are informed of material developments until such time as the grant of final listing and trading permission by the Stock Exchanges for the Equity Shares allotted pursuant to the Issue.

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SECTION II - RISK FACTORS

Risk Factors An investment in the Equity Shares involves a degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares. To obtain a complete understanding of the Company, you should read this section in conjunction with the sections titled “Our Business”and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 72 and 233 of this Draft Red Herring Prospectus, respectively. If the following risks materialise, our business, results of operations and financial condition could suffer, and the price of the Equity Shares and the value of your investment in the Equity Shares could decline. Unless specifically quantified below, we are not in a position to quantify the financial or other implications of any of the risks described in this section. The numbering of the risk factors has been done to facilitate the ease of reading and reference, and does not in any manner indicate the importance of one risk factor over another. Internal Risk Factors and Risks Relating to our Business

1. If we fail to effectively manage our growth and growth strategies, our business, financial condition and results of operation could suffer. We have recently experienced, and continue to experience, significant growth in the number of employees and the scope of our operations. Our ability to manage growth effectively will depend upon our ability to: - attract, hire and retain skilled scientists, managers and other employees; - implement and improve our operational, information and financial control systems; - grow our customer service and technical service resources. Such expansion could result in significant burdens on our systems and resources. If we are unable to manage our growth effectively, our business, financial condition and results of operations could be materially and adversely affected. 2. We may be unable to expand our capacity as anticipated, possibly resulting in material delay, increased costs and lost business opportunities. We are engaged in a substantial capacity expansion program such as the expansion of our Pune and Kolkata facility. The construction of these facilities is to commence in January 2008 and the facilities are expected to be fully operational by March 2009. The estimated budget for this project is Rs 1062 million. These facilities may not be constructed as per the anticipated timetable or within the stipulated budget. Any material delay in starting operations at these facilities or any substantial increase in costs to complete these facilities, could materially and adversely affect our financial condition and results of operations resulting in lost business opportunities. 3. We may fail to effectively develop and market new services, which may harm our growth opportunities and prospects. Our Company has a limited operating history and our business model is evolving based on client needs. Our market is characterized by rapid change, evolving industry standards, changing client preferences and new service introductions. Our future success will depend on our ability to anticipate these advances and develop new service offerings to meet client needs. We may not be successful in anticipating or adequately responding to these advances in a timely manner due to lack of experience, or if we do respond, the services we develop may not be successful in the market place. Further, services that are developed by our competitors may render our offerings non-competitive, obsolete or force us to reduce prices, thereby adversely affecting our margins. 4. We face growing competition that may adversely affect our competitive position and our profitability.

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Our businesses operate in a competitive environment. We face competition from both Indian and foreign players. These market participants include other limited-service providers and a number of full-service global drug development companies who may choose to undertake research internally or set up centres in India or China. These competitors may have greater name recognition, longer operating histories and significantly greater resources than we have. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards (regulatory or otherwise) or customer requirements. In addition, if the market experiences a greater degree of consolidation, we may face competitors that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise and larger sales forces than we have, which could put us at a competitive disadvantage. With the growth of the market, we may face increased competition in the future if new entities enter our markets. Increased competition may result in pricing pressures, which could negatively impact our sales, gross margins or market share. Further, we may encounter difficulties in the future should we attempt to enter into geographical or vertical markets in which we have no prior experience. We generally compete on the basis of quality, reputation, and availability of skilled work force. We cannot assure you that we will be able to compete favourably in these areas in the future.

5. We derive a significant portion of our revenues from clients in the United States and Europe, therefore, factors that adversely affect our ability to do business in the United States and Europe may adversely affect our business. We have in the past derived, and we believe that we will continue to derive, a significant portion of our revenues from clients primarily located in the United States and Europe. Economic slowdowns, decline in the U.S dollar and Euro currencies, changes in the U.S and European laws including those relating to data security and privacy, laws that impose restrictions on outsourcing or immigration and other restrictions or factors may adversely affect our business and profitability. 6. If we improperly handle any of the dangerous materials used in our business and accidents result, we could face significant liabilities that would lower our profits Our research and development activities involve the controlled use of hazardous materials, chemicals and radioactive compounds. If improperly handled or subjected to unsuitable conditions, these materials could hurt our employees and other persons, cause damage to our properties and harm the environment. This, in turn, could cause significant disruption in our business, legal or regulatory action, resulting in significant liabilities, which could adversely affect our business and profitability. 7. Our revenues are highly dependent on a few clients. Loss of these clients, a decrease in the volume of work they outsource to us or a decrease in the price at which we offer our services to them may adversely impact our revenues and profitability We derive a significant portion of our revenues from a limited number of clients. In Fiscals 2005, 2006 and 2007, our top three clients accounted for 48%, 58% and 70% of our revenues, respectively. As a result of our reliance on these customers, we may face pricing pressure. The volume of work performed for these clients is likely to vary from year to year, especially since we are not the exclusive external service provider for these clients. Our clients may also decide to reduce spending on services due to a changing economic environment and other factors relating to their business. The loss of these clients, a decrease in the volume of work they outsource to us or a decrease in the price at which we offer our services to them may adversely impact our revenues and profitability. 8. Our quarterly operating results have historically fluctuated and may do so in the future. Our revenues are generally attributable to a small number of transactions in each quarter. The sales cycle for our solution offerings can vary significantly and typically ranges from six to 12 months from initial contact to execution of contract. Furthermore, a single sale transaction may represent a significant portion of our revenues and profit for a quarter. A delay in any one of these transactions from one quarter into a subsequent quarter, or a loss of any of these potential transactions, could cause our quarterly results to fluctuate significantly. 9. We may be unable to enroll sufficient participants for our translational research and clinical development trials.

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As per laws and ethics, only patients who fully understand the risks of participating in the testing of new drugs can be included in clinical trials. The Institutional Ethics Committee (IEC) for human trials will review and approve all types of research proposals involving human participants with a view to safeguard the dignity, rights, safety and well being of all research participants. Our translational research and clinical development business is dependent upon our ability to enroll participants for the trials we are managing. Although to date we have been able to enroll sufficient participants for research studies, there may not be a sufficient number of participants available with the traits necessary to conduct the research in the future. Additionally if there are any changes in Indian laws, we may be restricted from undertaking human trials. This could materially and adversely affect our results of operations having a material adverse effect on our financial conditions and may result in loss of business opportunities. 10. We depend on our senior management team and the loss of senior team members may adversely affect our business. We depend on our senior management team, including our scientists, for running our business. If some of our senior management were to join a competitor or to form a competing company, some of our clients might choose to do business with that competitor or new company. Furthermore, clients or other companies seeking to develop in-house capabilities may hire some of our senior management or key employees. If we lose the services of any senior management or key scientific personnel, we may not be able to locate qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and growth. 11. Our ability to execute projects, maintain, expand or renew existing customer engagements and obtain new customers depends largely on our ability to attract, train, motivate and retain highly skilled scientists. Our ability to execute client engagements is highly dependent on our ability to attract, develop, motivate and retain our highly skilled work force, particularly our scientists. The attrition rate of employees on our payrolls in India for fiscal 2005, 2006 and 2007 was approximately 19.9%, 19.2% and 20.0% respectively. Significant increase in our attrition rates will impact our ability to manage and execute client engagements effectively. Further, there are only a few scientists who are trained in the field of biology. Availability of trained biologists can turn out to be a factor limiting our growth. To effectively compete, we may be required to offer higher compensation and other benefits which could materially and adversely affect our financial condition and results of operations. We may not be able to hire and retain enough skilled and experienced scientists to replace those who leave. Additionally, we may be unable to redeploy and retrain our professionals to keep pace with continuing changes in technology, evolving standards and changing customer preferences. Inability to attract and retain scientists would severely disrupt our business and growth. 12. Any failure by us to satisfy our customers’ inspections could harm our reputation and our business, financial condition, results of operations and prospects. Our customers routinely inspect our facilities, processes and practices to ensure that our services are meeting their internal standards and the regulatory standards they must meet in the drug development process. To date, we have passed all such inspections; however, we may not be able to in the future, and any failure to meet these audits or inspections to our customers’ satisfaction could significantly harm our reputation and materially and adversely affect our business, financial condition, results of operations and prospects. 13. Our contracts are generally terminable on short notice. This could adversely affect our revenue and profitability. Our contracts are generally terminable on short notice. Termination of a large contract for services or multiple contracts for services could adversely affect our revenue and profitability. In addition our clients retain us on a project basis. After we complete a project for a client, we do not know whether the client will retain us in the future for additional projects. A client that accounts for a significant portion of our revenues in a given period may not generate a similar amount of revenues, if any, in subsequent periods. Since our operating expenses are relatively fixed and cannot be reduced at short notice to compensate for unanticipated variations in the number or size of engagements in progress, we may continue to incur costs and expenses based on our expectations of future revenues. Additionally, in the event we have undertaken capital expenditure for our clients we may not be able to generate any revenue for such large expenditure.

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In some of our contracts, we are not paid unless we achieve certain goals or milestones. Any such occurrence can result in the incurrence of substantial costs without corresponding revenue generation. 14. We may not be sufficiently protected or insured for certain losses that we may incur or claims that we may face against us. Although, we attempt to limit and mitigate our liability for damages arising from negligent acts, errors or omissions through insurance policies, the limitations of liability set forth in our insurance policies may not be enforceable in all instances or may not protect us from liability for damages. These may lead to financial liability/adverse consequences for us. Further, even where we have availed of insurance cover, we may not be able to successfully assert our claims for any liability or loss under the said insurance policies. This may have a material adverse effect on our financial condition, results of operations and prospects. 15. We plan to undertake projects jointly with third parties, which entail certain risks. We plan to partner with third parties to undertake different types of projects. We may be required to make certain decisions in consultation with such parties. This may limit our flexibility to make decisions in relation to such projects. Investments through collaborations may, under certain circumstances, involve certain risks including the possibility of the partners failing to meet their financial obligations on time. We may also be required to make substantial investments into such ventures either with third parties and we may not make any profit at all. Our partners may also have business interests or goals that are inconsistent with our business interests or goals. Any disputes that may arise between us and our partners may cause delay in completion, suspension or could result in complete abandonment of the project. In addition, we may in certain circumstances be liable for the actions of our partners 16. The outsourcing trend in our industry may decrease, which could affect our growth. Our businesses have grown significantly as a result of the increase over the past years in outsourcing of research activities by pharmaceutical and biotechnology companies. While India is an attractive offshore hub to many multinational pharmaceutical companies, there are other low cost Asian countries that look equally attractive. While industry analysts expect the outsourcing trend to continue for the next several years, a substantial decrease in outsourcing activity in our sectors could result in a diminished growth rate in one or more of our businesses. 17. Under estimation of costs while bidding for fixed price contracts can significantly impact our margins. We use past project experiences to reduce risks associated with estimating and planning projects. If we fail to estimate accurately the resources and time required for a fixed price project such as future wage inflation rates, fluctuation in currency rates or if we are unable to complete our contractual obligations within the contracted time frame, our profitability may suffer. 18. Decline in FTE rates will significantly hamper our profitability A significant portion of our contracts are on a FTE basis. We expect to continue to derive a significant proportion of our service revenues from FTE contracts. Any decline in the FTE rates offered by our clients will significantly hamper our profitability. 19. There are restrictive covenants in agreements we have entered into with certain banks and financial institutions for short term loans and long term borrowings. We have entered into agreements with certain banks and financial institutions for short term loans and long term borrowings. The terms of certain of our borrowings contain restrictive covenants, such as requiring lender consent for, among other things, creating encumbrances on our assets, or disposing of our assets. Certain of these borrowings also contain covenants which limit our ability to make any change or alteration in our capital structure, make investments and amend our Memorandum or Articles of Association. Some of our borrowings are secured by a charge over our fixed assets, land and buildings and our current assets, including, but not limited to, our inventory and receivables. Failure to comply with the terms of our debt agreements or obtain waivers thereunder could result in acceleration of some or all of the debt which could adversely affect our liquidity, our business and financial condition.

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20. A payment failure by any of our customers could significantly harm our cash flows and profitability. We depend on a small customer base, the failure of any of our customers to make timely payments could require us to write off accounts receivable or increase provisions made against our accounts receivable, either of which could adversely affect our cash flows and profitability. 21. Breach of our confidentiality agreements by third parties or employees may have a significant impact on our business. We rely upon trade secrets in the development our services. We attempt to protect our trade secrets by entering into confidentiality agreements with all of our employees, consultants and advisors. However, these agreements cannot prevent the unauthorized use or disclosure of such trade secrets or know-how. In addition, others may obtain access to or independently develop similar or equivalent trade secrets or know-how. Any breach of these confidentiality provisions could have a significant impact on our revenues. 22. We do not own any trademark including our logo and name and the value of our intellectual property may be impaired by actions by others and our inability or failure to protect the same We use the TCG Lifesciences, Chembiotek, Clininvent and Labvantage name along with the symbols and associated logos and invest our resources in building our brand. We do not enjoy the statutory protections accorded to a registered trademark. As a result, we can neither prevent the use of this logo or names or variations thereof by any other party, nor ensure that we will continue to have a right of usage over the same. 23. After giving effect to the Issue, our promoters will collectively own 84.83% of our Equity Shares and will continue to control us. After giving effect to the Issue, our promoters will collectively own 84.83% of our Equity Shares (on a fully diluted basis). As a result, our promoters will have the ability to appoint all but one of the members of our Board of Directors and determine the outcome of all actions requiring the approval of our shareholders, other than those actions requiring special majority votes. The interests of our promoters may conflict with the interests of our other investors, and you may not agree with actions they take. 24. We have not entered into any definitive agreements to utilise the proceeds of the Issue. We intend to use the proceeds of the Issue for the capital expenditures described in section “Objects of the Issue” beginning on page 51 of this Draft Red Herring Prospectus. We have not entered into any definitive agreements to utilise such proceeds. Pending any use of the proceeds of the Issue we intend to invest the funds in liquid instruments. We intend to rely on our internal systems and controls to monitor the use of such proceeds. Some of the equipment we intend to deploy is expected to be imported and must be paid for in foreign currency. Changes in foreign exchange rates adversely affecting the value of the Rupee may adversely affect the cost of the project. 25. Future sales by current shareholders could cause the price of our Equity Shares to decline. If our existing shareholders sell a substantial number of our Equity Shares in the public market, the market price of our Equity Shares could fall. Indian securities laws permit employees other than promoters holding Equity Shares pursuant to employee stock option schemes to dispose of their Equity Shares immediately following the Issue. 20.0% of our total Equity Shares post-Issue (on a fully diluted basis), are part of the Equity Shares held by our promoters and are subject to a lock-in of 36 months following the date of allotment in the Issue. Sales or distributions of substantial amounts of our Equity Shares by existing holders, or the perception that such sales or distributions could occur, could adversely affect prevailing market prices for our Equity Shares. 26. If we fail to comply with environmental laws and regulations or face environmental litigation, our results of operation may be adversely affected. We may incur substantial costs to comply with requirements of environmental laws and regulations. We are subject to significant laws and regulations, which govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from our operations. Environmental laws

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and regulations in India have been increasing in stringency and it is possible that they will become significantly more stringent in the future. 27. Shortage of doctors who can carry out trials on patients. Clinical trials need to be carried out by experienced people trained to ensure that the trials are performed according to laid down procedures or protocols. There are few doctors in India who have the expertise to carry out clinical trials. Our inability to recruit and retain such doctors would adversely impact our clinical trial operations. 28. Claims that we or our technologies infringe upon the intellectual property or other proprietary rights of a third party may require us to incur significant costs, to enter into royalty or licensing agreements or to develop or license substitute technology. We may in the future be subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of a third party. Any claims of infringement could cause us to incur substantial costs defending against the claim, even if the claim is without merit. Moreover, any settlement or adverse judgment resulting from the claim could require us to pay substantial amounts or obtain a license to continue to use the technology that is the subject of the claim, or otherwise restrict or prohibit our use of the technology. We might not be able to obtain a license from the third party asserting the claim on commercially reasonable terms, if at all. We may also not be able to successfully develop alternative technology on a timely basis, if at all, nor be able to obtain a license from another provider of suitable alternative technology to permit us to continue offering, and our customers to continue using, the applicable technology. Infringement claims asserted against us could have a material adverse effect on our business, results of operations or financial condition. 29. Our research and clinical trials may be disrupted by controversies involving animal and human rights groups and social activists. The use of animal and human subjects patients in developing countries such as India to conduct research and clinical trials for pharmaceuticals developed for sale to foreign countries has become subject to controversy. Such activities have been and may continue to be targeted by animal and human rights groups and social activists in and outside India, which could disrupt our businesses. 30. We may develop or acquire businesses, technologies and personnel, but we may fail to realize the anticipated benefits of such development or acquisitions and we may incur costs that could significantly negatively impact our profitability. In future, we may develop or acquire other businesses, technologies and products that we believe are a strategic fit with our business. If we undertake any activity of this sort, we may not be able to successfully develop or integrate any businesses, products, technologies or personnel without a significant expenditure of operating, financial and management resources, if at all. Further, we may fail to realize the anticipated benefits of any such development or acquisition. Future developments or acquisitions could dilute our shareholders interest in us and could cause us to incur substantial debt, expose us to contingent liabilities and could negatively impact our profitability. 31. We could incur substantial costs resulting from software product liability claims relating to our software products or our customers’ use of our software products. Material software product errors could adversely affect our reputation, result in significant costs to us, expose us to a risk of litigation and possible liability and impair our ability to sell our software products in the future. Software products as complex as ours often contain undetected errors or failures. Our software is used in critical systems and our customers may have a greater sensitivity to product errors and failures than customers of other software products due to the sensitive nature of the information captured by our LIMS solution. We have in the past discovered errors in our software applications and will likely continue to do so in the future. Material product errors could adversely affect the collection and processing of data by our customers and as a result, harm our reputation, result in significant costs to us, expose us to a risk of litigation and possible liability, impair our ability to sell our products in the future and result in our inability to attract or retain customers.

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32. We have significant planned capital expenditures; our capital expenditure may not yield the benefits intended.

Our business is asset intensive, we need to create elaborate laboratory infrastructure to support research activities. We have been able to put together laboratory infrastructure for more than 600 scientists as of September 2007, out of which around half has been created in the past 18 months. The figures in our capital expenditure plans are based on management estimates and have not been appraised by any bank, financial institution or other independent organisation. In addition, our capital expenditure plans are subject to a number of variables, including possible cost overruns; construction/ development delays or defects; receipt of critical governmental approvals and changes in management’s views of the desirability of current plans, among others. In view of the reasons stated above, we cannot assure you that we will be able to execute our capital expenditure plans as contemplated. If we experience significant delays or mishaps in the implementation of our capital expenditure plans or if there are significant cost overruns, then the overall benefit of such plans to our revenues and profitability may decline. To the extent that completed capital expenditure does not produce anticipated or desired revenue, our profitability and financial condition will be negatively affected. 33. As at March 31, 2007, we had contingent liabilities as disclosed in our consolidated statement of assets and liabilities under Indian GAAP. As at March 31, 2007, our contingent liabilities as disclosed in our consolidated statement of assets and liabilities, as restated, under Indian GAAP, were as follows: Contingent Liabilities

As at March 31, All figures in Rupees Particulars 2007 2006 2005 2004 2003

Estimated amount of contract remaining to be executed on capital account and not provided for 73,463,523 21,428,616 - -

23,751,055

Guarantee issued by a Bank to a Government agency on behalf of the Company 4,062,000 2,178,100 668,500 526,100

526,100

77,525,523 23,606,716 668,500 526,100

24,277,155 34. We have negative cash flows. The net cash flow from our investing activities as of March 31, 2007, 2006 and 2005 were negative because of our expenditures on fixed assets. Net cash used in investing activities in these periods was Rs. 270.83 million, Rs. 191.73 million and Rs 64.25 million respectively. For further details on our cash flows, see section titled “Management’s Discussion and Analysis of Financial Condition and Result of Operation – Cash Flows” beginning on page 233 of this Draft Red Herring Prospectus. 34. One of our Promoters and certain entities forming part of our promoter group have incurred losses in the past. Our Promoter, TCG Lifesciences Mauritius Limited and certain promoter group companies such as TCG Chembiotek Infrastructure Private Limited, Techna Infrastructure Private Limited, TCG Software Parks Private limited, Green Corss Theraptics Private Limited, Silicogene Informatics Private Limited, TCGA Research Private Limited, Celcius Technologies Private Limited, Chatterjee Petrochem (India) Private Limited, Haldia Polyparks Private Limited, TCG Advisory Services Private Limited, TCG Aviation Private Limited, Flexex Technologies (India) Private Limited, Outsource Partners International Private Limited, National Tax Preparations Services Private Limited, Pace Business Systems Private Limited, Business Process Outsourcing India Private Limited have incurred losses and/or have negative net worth. For further details, please refer our section titled “Our Promoter and Promoter Group” beginning on page 111 of this Draft Red Herring Prospectus.

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35. We require certain registrations and permits from government and regulatory authorities in the ordinary course of business and the failure to obtain them in a timely manner or at all may adversely affect our operations We require certain approvals, licenses, registrations and permissions for which we have applied for or either in the process of making an application. For more information see the section titled “Government and Other Approvals” beginning on page 259. If we fail to obtain any of these approvals or licenses or renewals thereof, in a timely manner, or at all, our business could be adversely affected. 36. We have in the last twelve months issued Equity Shares at a price which may be lower than the issue price In the twelve months prior to the date of filing of the Draft Red Herring Prospectus we have issued Equity Shares to our Promoters and Directors at a price which could be lower than the issue price. The details of such allotments are as follows:

Date of Allotment Number of Equity Shares

Issue Price Consideration Reason for Allotment

August 6, 2007 31,397,949 10 cash Preferential allotment to TCG Lifesciences (Mauritius) Limited

September 1, 2007 4,112,000 10 cash Preferential allotment to TCG Lifesciences (Mauritius) Limited

September 26, 2007 1,984,625 10 cash Preferential allotment to TCG Lifesciences (Mauritius) Limited

September 26, 2007 500,000 10 cash Preferential allotment to Mr. Swapan Bhattacharaya

37. We have entered into related party transactions in the past. We have entered into a number of related party transactions in the past. For further details please refer to our section titled “Related Party Transactions” beginning on page 161 of this Draft Red Herring Prospectus. External Risk Factors 38. Our business could be adversely impacted by economic, political and social developments in India and in the regional markets where we operate. Our performance and growth are dependent on the state of the Indian economy and the economies of the regional markets we currently serve. These economies could be adversely affected by various factors, such as political and regulatory action including adverse changes in liberalization policies, social disturbances, religious or communal tensions, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in these economies could adversely affect the ability of our patients to afford our services, which in turn would adversely impact our business and financial performance and the price of our Equity Shares.

39. Exchange rate fluctuations may affect our results of operations and financial condition.

We derive a large portion of our net revenue from international operations; thus, factors associated with international operations, including changes in foreign currency exchange rates, could significantly affect our results of operations and financial condition. Exchange rate fluctuations between local and foreign currencies create risk in several ways, including:

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• Foreign Currency Translation Risk. The revenue and expenses of our foreign operations are generally denominated in local currencies.

• Foreign Currency Transaction Risk. Our service contracts may be denominated in a currency other

than the currency in which we incur expenses related to such contracts. 40. There is no existing market for the Equity Shares, and a market with adequate liquidity may not develop. Our stock price may fluctuate after the Issue and, as a result, you may lose a significant part or all of your investment. Prior to the Issue, there has been no public market for our Equity Shares. The trading price of our Equity Shares may fluctuate after the Issue due to a wide variety of factors, including:

- volatility in the Indian and global securities market or in the Rupee’s value relative to the U.S. dollar or the Euro;

- our results of operations and performance; - perceptions about our future performance or the performance of Indian life sciences companies

generally; - performance of our competitors in the Indian life sciences industry and the perception in the

market about investments in the sector; - significant developments in the regulation of pharmaceuticals and biotechnology in our key

markets; - adverse media reports on the Company or the Indian life sciences industry; - changes in the estimates of our performance or recommendations by financial analysts; - significant developments in India’s economic liberalisation and deregulation policies; and - significant developments in India’s fiscal and environmental regulations. - Issue Price will be determined by us in consultation with the BRLMs and may differ significantly

from the price at which the Equity Shares will trade subsequent to completion of the Issue 41. Volatile conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. The Indian securities markets are smaller than the securities markets in the United States and Europe and have experienced volatility from time to time. The regulation and monitoring of the Indian securities market and the activities of investors, brokers and other participants differ, in some cases significantly, from those in the United States and some European countries. Indian stock exchanges have experienced problems, including temporary closures, broker defaults, settlement delays and strikes by brokerage firm employees, which, if those or similar problems were to continue or recur, could adversely affect the market price and liquidity of the securities of Indian companies, including the Equity Shares. 42. If financial instability occurs in certain countries, particularly emerging market countries in Asia and other countries, our business and the price of our Equity Shares may be adversely affected. Indian markets and the Indian economy are influenced by economic and market conditions in other countries, particularly emerging market countries in Asia and certain other countries. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy. Financial disruptions may occur again and may harm our business, our future financial performance and the price of our Equity Shares. 43. You will not be able to sell immediately on an Indian stock exchange any of the Equity Shares you purchase in the Issue. Under the SEBI Guidelines, we are permitted to allot Equity Shares within 15 days of the closure of a public issue. Consequently, the Equity Shares you purchase in the Issue may not be credited to your dematerialized account with Depository Participants until approximately 15 days after the allotment of the Equity Shares. You can begin trading in the Equity Shares only after they have been credited to your dematerialized account and after final listing and trading permissions have been received from the Stock Exchanges. Final trading permissions may not be received from the Stock Exchanges, the Equity Shares

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allocated to you may not be credited to your dematerialized account and trading in the Equity Shares may not commence within the time periods specified herein. 44. If regional hostilities, terrorist attacks or social unrest in some parts of the country increase, our business and the price of our equity shares could be adversely affected. India has from time to time experienced social and civil unrest and hostilities both internally and with neighboring countries. In the past, there have been military confrontations between India and Pakistan. India has also experienced terrorist attacks in some parts of the country. These hostilities and tensions could lead to political or economic instability in India and adversely affect our business. 45. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely affect our business and limit our access to capital markets and decrease our liquidity. 46. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which could adversely affect us.

A decline in India’s foreign exchange reserves could result in reduced liquidity and higher interest rates in the Indian economy, which could adversely affect our business. Notes to Risk Factors

• Public issue of 9,500,000 Equity Shares of Rs. 10 each for cash at a price of Rs. [●] per Equity

Share aggregating Rs. [●]. The Issue and the Net Issue will constitute 14.41% and 13.65%, respectively, of the post-Issue paid up capital of our Company. The Company is considering a Pre-IPO Placement of upto 1,500,000 Equity Shares. The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If the Pre-IPO Placement is completed, then (i) the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post- Issue capital being offered to the public and (ii) the Employee Reservation Portion shall (if required) be accordingly reduced.

• The net worth of our Company as of March 31, 2007 and as of March 31, 2006 was Rs. 333.83 million and Rs. 234.29 million respectively, based on restated unconsolidated financial statements of our Company.

• The NAV per Equity Share of Rs. 10 each was Rs. 18.11 as of March 31, 2007, based on the restated unconsolidated financial statements of our Company.

• The average cost of acquisition of subscription to Equity Shares by TCG Lifesciences Mauritius Limited is Rs. 10. The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking the average of the amount paid by them to acquire the Equity Shares issued by us.

• We have not issued any shares for consideration other than cash.

• Except as disclosed in “Our Management” and “Our Promoters and Promoter Group” on pages 100 and 111 of this Draft Red Herring Prospectus, none of our Promoters, our Directors and our key managerial employees have any interest in our Company except to the extent of remuneration and reimbursement of expenses and to the extent of the Equity Shares held by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as directors, member, partner and/or trustee and to the extent of the benefits arising out of such shareholding.

• Investors may contact the BRLMs and the Syndicate Member for any complaints, information or clarifications pertaining to the Issue.

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• Investors are advised to refer to “Basis for Issue Price” on page 56 of this Draft Red Herring Prospectus.

• For related party transactions, see the notes to our financial statements in “Related Party Transactions” and the section “History and Corporate Structure” on pages 161 and 92 of this Draft Red Herring Prospectus respectively.

• In terms of Rule 19(2)(b) of the SCRR, this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders, out of which 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above Issue price. If at least 60% of the Net Issue cannot be allocated to QIB Bidders, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

• Under subscription, if any, in the Non-Institutional and Retail Portion would be allowed to be met with spill over from any other category at the discretion of the Company in consultation with the BRLMs and the Designated Stock Exchange. Under subscription, if any, in the Employee Reservation Portion will be added back to the Non-Institutional Portion and Retail Portion at the discretion of the Book Runners. In case of under subscription in the Net Issue, spill over to the extent of under subscription shall be permitted from the Employee Reservation Portion.

• Trading in Equity Shares for all investors shall be in dematerialised form only.

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SECTION III : INTRODUCTION

SUMMARY OF OUR BUSINESS We are one of the leading life sciences research services and informatics organization based out of India. We have operations in India, United Kingdom and U.S.A. Our business is structured to enable a translational medicine approach delivering fully integrated end-to-end discovery and development solutions to the global life sciences industry which includes many large and mid-market global pharmaceutical and biotechnology companies. Our solution offerings are in the following areas: i) discovery research, ii) translational research and clinical development and iii) enterprise informatics. The services of translational research and clinical development are provided by Clininvent Research Private Limited and product solutions of informatics are provided by LabVantage Solutions Inc, both entities being wholly owned subsidiaries of the Company. The nature of our relationships with our customers and collaboration partners span specific solutions or sourcing services, to integrated projects across multiple domains, to complete translational programs that span the enterprise or product development life cycle leveraging the capabilities of all of the above businesses. The Company was originally incorporated as Chembiotek Research Private Limited on August 3, 1998 and is promoted by Dr. Purnendu Chatterjee and TCG Lifesciences Mauritius Limited. The name of the Company was later changed to TCG Lifesciences Limited on September 17, 2007. On July 2, 2007, the Company acquired the entire equity capital of Clininvent Research Private Limited from TCG Lifesciences Mauritius Limited. On July 2, 2007, the Company acquired the entire equity capital of Xtec International (Mauritius) Limited, from Chatterjee Fund Management LP. LabVantage Solutions Inc is a wholly owned subsidiary of Xtec International (Mauritius) Limited. In Fiscal 2007, through Chembiotek, we provided services to 45 global pharmaceutical and biotechnology companies. Currently our clients include 15 of the top 20 pharmaceutical companies in the world in 2006 as per Pharmaceutical Executive1 on the basis of prescription drug sale. We have received recognitions and awards from our customers and independent industry consultants for our services and product. We have an arrangement with the Institute of Molecular Medicine (founded by one of our Promoters), whereby we get access to The Center for Genomics Applications, a facility for genomics and proteomics research located in New Delhi. As of August 23, 2007, we along with our subsidiaries had 857 employees, including 772 scientists and other technical staff out of which 74 held PhDs. Our facilities are located at Kolkata, Mumbai, New Delhi, Pune, New Jersey, USA and High Wycombe, United Kingdom. Our total income increased from Rs 209.2 million in fiscal 2005 to Rs 513.3 million in fiscal 2007, representing a three-year CAGR of 57%. Our profit before deferred tax increased from Rs. 16.9 million in fiscal 2005 to Rs. 78.5 million in fiscal 2007, representing a three-year CAGR of 115%. Profit after current tax margins improved from 8.1% in fiscal 2005 to 15.3 % in fiscal 2007. Our strengths

We believe that the following are our primary competitive strengths: Existing relationships with various global pharmaceutical and biotechnology companies We have obtained repeat orders from several of our customers for our services and solutions. Through Chembiotek, we provided services to 45 global pharmaceutical and biotechnology companies. Our customers comprise of 15 of the top 20 global pharmaceutical companies in the world in 2006 as per Pharmaceutical Executive2 on the basis of prescription drug sale. We have successfully expanded our service and product

1 Pharmaceutical Executive is the publication of Advanstar Communications Inc, All Rights Reserved. 2 Pharmaceutical Executive is the publication of Advanstar Communications Inc, All Rights Reserved.

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offerings to fulfill our customers changing and growing needs. We believe we have the ability to address the varied and expanding requirements of our customers. We believe that these relationships will continue to grow and foster. We believe we are able to provide our customers with dedicated resources including products, facilities, scientists and informatics professionals to address the specific needs of such customers at competitive costs. Synergy between business units to enable the translational medicine approach for drug discovery. The synergetic combination of our business units enable us to be a “one stop shop” to provide drug discovery and research services to global pharmaceutical and biotechnology companies. Our subsidiaries Clininvent and LabVantage provide expertise in the field of translational research and information management. Through Clininvent we have access to The Centre for Genomic Applications, one of India’s largest facilities for research in the translational disciplines of genomic and proteomics. Thus, we have the ability to deliver contract research services in the areas of genomics, proteomics and discovery trials in India. LabVantage solutions have received the Frost and Sullivan award for Business Development Strategy Leadership in 2005 and for product innovation in 2004. LabVantage’s SAPPHIRE, a laboratory information management system, is tailored to manage an organization’s laboratory information, thereby enabling it to optimize productivity, reduce costs and more effectively share knowledge which is critical to a translational medicine approach. Through the synergies of our Chembiotek, Clininvent and LabVantage businesses, we can collaborate with various institutions that may seek to outsource translational medicine programs. Capabilities in chemistry and integrated discovery services We have capabilities in the areas of medicinal chemistry, molecular modeling and molecular biology services including assay development, screening and the generation of biological reagents such as cell lines and proteins. We also provide chemistry services in the areas of asymmetric synthesis, combinatorial chemistry, custom synthesis and natural product chemistry. We believe we are one of the few contract research organisations in India with combinatorial chemistry capabilities and the ability to provide a combination of chemistry and biological services. We were awarded the best discovery chemistry CRO in Asia in the year 2006 by one of the largest pharmaceutical companies in the world.

Qualified pool of professionals and facilities equipped with the latest technologies We believe that a motivated and empowered employee base is important for our competitive advantage. As on August 23, 2007 we had 857 scientists and technical professionals of which approximately 75% hold masters degrees and Ph.D’s and 24% hold bachelors degrees. We believe that the number of Ph.Ds including scientists trained at universities and companies adds to our competitive strength. Our scientific leadership team comprises professionals with a track record of leading successful research programs and collaborations at the highest level in their specific domains. The skills and diversity of our employees give us the flexibility to best adapt to the needs of our customers across our diversified portfolio. Our personnel policies are aimed towards recruiting talented employees and facilitaing their integration into our organisation and encouraging the development of their skills and expertise.

We commenced chemistry operations in Kolkata in 2001. We began expanding our activities to include biological research and molecular modeling capabilities. We commenced our operations at International Biotech Park, Pune in 2005.We have facilities for clinical trial and data management in Kolkata and Pune. We believe our research facilities are equipped with the latest instruments. Strong advisory board and an experienced promoter We have an advisory board which comprises eminent scientists and business strategists internationally recognized in their fields of expertise.

Our promoter, Dr. Purnendu Chatterjee, has vast experience both as a strategic investor and as a principal sponsor investing in knowledge intensive industries such as information technology, information technology enabled services and life sciences.

Advantages of doing business in India

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We perform most of our business in India. We are strategically positioned to benefit from the advantages that we believe make India an attractive pharmaceutical outsourcing destination such as lower cost of labour, improving infrastructure and a large talent pool of trained personnel. Business Strategy We seek to further expand and integrate our portfolio of services and product across discovery research, translational research and clinical development and informatics. Our objective is to become the preferred provider of drug discovery and developement solutions in the global outsourcing industry. To this end, we are pursuing the following strategies:

Expand our customer base as well as offer additional solutions to existing customers.

We intend to continue diversifying our range of service and products offerings in order to increase business from our existing customers and acquire new customers. We believe these customers have large research and development budgets and potentially a large part of the research and development efforts may be offshored to countries like India. Since inception, we have expanded our service offerings across the drug discovery and development value chain to keep pace with our customers’ changing needs. We intend to continue to expand our service capabilities to offer newer services and to leverage our existing customer base to achieve a “one stop shop” for research services in the field of life sciences. We are also looking to attract new customers through references from existing customers. Focused translational research programs in select therapeutic areas Through our subsidiary Clininvent, we are developing translational research programs in select therapeutic areas, primarily cardiovascular, oncological, inflammatory and infectious diseases. These disease areas have been selected by us on the basis of their attractiveness in terms of scientific challenge, ability to source samples, and likelihood of funding by multilateral agencies on account of alignment with their research focus. We believe that focus in such areas will benefit us in the future. Attract, train and retain teams across research domains We place emphasis on attracting and retaining skilled employees, including scientists. We plan on continuing to recruit from academic institutions in India and abroad. We intend to continue to enhance our senior scientific talent pool through lateral recruitment of experienced professionals from industry and academia. We shall continue to provide research infrastructure and in-house access to an extensive knowledge base including, journals, books and electronic databases to ensure our scientists are equipped to participate in research and development programs. We organize various training programs to continuously upgrade the knowledge and skills of our employees to cater to our business goals. Our training model consists of a variety of programs ranging from general induction programs to senior level management trainings.

Develop new skills and technologies in order to expand our service offerings We aim to provide a comprehensive suite of services and solutions to our customers. To this end, we continue to upgrade our skill sets and embrace new technologies. For example, our chemistry team is in the process of developing an in-house capability for synthesizing radio labelled compounds and first-in-man GMP compounds. Our informatics group is in the process of building product enhancements including electronic laboratory notebook and clinical data management applications as modular extensions of LabVantage’s SAPPHIRE suite to enhance our offerings and to provide a more comprehensive range of services. Expand research facilities and infrastructure We plan to expand our research facilities and infrastructure to enhance our ability to execute large, end to end projects for our customers and to ensure enhanced coverage of the discovery and development space through our suite of services. During fiscal 2007, we have added research facilities at Pune and during first half of the

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current financial year, we have added chemistry facilities and molecular biology and pharmacology facilities at Kolkata. We are planning to further expand our research facilities at Pune and Kolkata. Participate in collaborative intellectual property creation With drug discovery expertise and experience and existing relationships with global pharmaceutical and biotechnology companies and research institutions, we aim to participate in collaborative intellectual property creation and we may even be required to infuse further capital for such ventures. We aim to build a portfolio of intellectual property in collaboration with such collaborators.

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SUMMARY FINANCIAL INFORMATION The following tables set forth summary financial information derived from our restated unconsolidated financial statements as of and for the years ended March 31, 2003, 2004, 2005, 2006 and 2007. These financial statements have been prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with SEBI Guidelines and are presented in the section titled “Financial Statements” beginning on page 163. The summary financial information presented below should be read in conjunction with our restated unconsolidated financial statements, the notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 233. STATEMENT OF PROFIT AND LOSS, AS RESTATED

Rupees in Million

Year Ended March 31 Particulars 2007 2006 2005 2004 2003

Income Sales 482.02 318.58 206.59 133.42 72.29 Other Income 16.26 2.72 1.70 2.96 0.13 Increase / (Decrease) in Inventories 15.07 10.92 0.94 (3.46) 0.96 Total Income 513.35 332.22 209.23 132.92 73.38 Expenditure Raw Materials Consumed 107.95 85.24 50.92 32.50 20.44 Staff Costs 126.05 72.59 53.30 41.65 28.24 Administration Expenses 97.87 56.62 43.06 29.69 25.33 Selling and Distribution Expenses 36.61 30.57 21.07 16.20 11.29 Interest (Net) 35.08 21.87 10.32 15.21 7.64 Depreciation and Amortisation 29.30 15.00 13.64 9.74 6.35 Deferred Revenue Expenditure - - - 7.56 (7.56)Total Expenditure (Refer note 13 on Annexure 3) 432.86 281.89 192.31 152.55 91.73

Profit/(Loss) before Tax 80.49 50.33 16.92 (19.63) (18.35)Taxation - Fringe Benefit Tax 1.92 2.41 - - -Profit/(Loss) before Deferred Tax 78.57 47.92 16.92 (19.63) (18.35) - Deferred tax (Refer note 6 on Annexure 3) 27.20 11.32 - - -

Profit/(Loss) after Tax 51.37 36.60 16.92 (19.63) (18.35) Impact on profit due to change in accounting policy - (Increase) / Decrease - - (0.39) (8.09) 8.48

(Refer note 2 on Annexure 3) Net Profit / (Loss) after tax as restated 51.37 36.60 17.31 (11.54) (26.83)

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STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

Rupees in Million

As at March 31

Particulars

2007 2006 2005 2004 2003 A Fixed Assets Gross Block 634.93 291.13 263.54 186.44 162.62 Less : Depreciation 78.87 49.80 35.06 21.16 11.95 Net Block 556.06 241.33 228.48 165.28 150.67 Capital Work In Progress 158.72 218.66 60.91 76.71 29.63 714.78 459.99 289.39 241.99 180.30 B Investments - 5.00 0.10 0.10 -

C Current Assets, Loan and Advances

Inventories 45.88 28.59 8.09 3.67 6.09 Sundry Debtors 93.56 38.48 40.58 19.93 17.60 Cash and Bank Balance 23.12 50.52 18.94 6.74 5.39 Loans and Advances 27.80 18.99 9.52 15.00 7.47 Other Current Assets 38.93 32.29 29.39 0.76 1.39 229.29 168.87 106.52 46.10 37.94 Total Assets (A+B+C) 944.07 633.86 396.01 288.19 218.24 D Liabilities and Provisions Secured Loans 395.45 284.94 156.55 123.32 80.99 Unsecured Loans 14.74 - - 42.00 31.54 Current Liabilities 154.30 99.34 62.92 49.54 34.98 Provisions 7.24 3.98 1.08 1.03 0.65 Deferred Tax Liability 38.52 11.32 - - - 610.25 399.58 220.55 215.89 148.16 E Networth (A+B+C-D) 333.82 234.28 175.46 72.30 70.08 F Represented by : Equity Share Capital 184.29 184.29 116.36 116.36 102.77 Advance against Equity 70.34 22.17 67.93 - -

Reserves and Surplus 79.19 27.82 17.75 - - Less : Miscellaneous Expenditure

(to the extent not written off or adjusted)

Preliminary Expenses - - (0.05) (0.22) (0.39) Profit and Loss Account - - (26.53) (43.84) (32.30) Networth 333.82 234.28 175.46 72.30 70.08

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Cash Flow Statement, As Restated

Rupees in Million Year Ended March 31

Particulars 2007 2006 2005 2004 2003

A. CASH FLOW FROM OPERATING ACTIVITIES: Net profit/(loss) before tax and extra-ordinary items 80.49 50.33 16.92 (19.63) (18.35)

Impact on profit/ (loss) due to change in Accounting Policy - - 0.39 8.09 (8.48)

(Refer note 2 on Annexure 3) Adjustments for: Non Cash items Depreciation 29.30 15.00 13.64 9.47 6.62 Interest expense (net) 35.08 21.87 10.32 15.21 7.64

Preliminary Expenses written off - 0.05 0.17 0.17 0.17

Interest Income (1.90) (2.11) (1.64) (0.10) (0.12) Unrealised Foreign Exchange Gain (10.57) (0.01) (0.01) - - Liability No longer Required Written Back (0.05) (0.50) (0.06) (0.05) (0.01) Provision for Gratuity and Leave Encashment 1.35 0.48 0.06 0.38 0.65

Profit on Sale of Current Investments (0.78) (0.11) - - -

Provision for diminution in value of investments - 0.10 - - -

Loss on Sale of Fixed Assets 0.35 - - - -

Provision for Doubtful Debt 0.08 - - - - Operating profit before Working Capital changes 133.35 85.10 39.79 13.54 (11.88) Adjustments for: Trade and Other Receivables (75.48) 3.84 (19.28) (2.67) 0.98 Inventories (17.29) (20.50) (4.42) 2.43 (1.80) Trade and other Payables 54.85 59.06 3.83 5.29 6.72 Cash generated from operations 95.43 127.50 19.92 18.59 (5.98)

Direct Taxes paid (2.50) (1.20) (0.18) - - Net Cash Flow from operating activities 92.93 126.30 19.74 18.59 (5.98)B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets including Capital Work in Progress (285.00) (186.26) (61.04) (71.17) (55.83)

Sale of fixed assets 0.57 0.66 - - -

Release of Intercorporate Loans made to other companies - - 2.05 - 6.95

Advances made to other Companies (Net) (3.16) (9.59) - (6.55) - Interest received on Inter Corporate / Term Deposit 1.37 3.35 (0.27) 0.08 0.09

(Increase)/Decrease in Long Term Fixed Deposit - 5.00 (5.00) - -

(Purchase)/Sale of Investments 5.05 (5.00) - (0.10) -

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Profit on Sale of Current Investments 0.78 0.11 - - -

Government Subsidy received 9.55 - - - - Net cash used in Investing Activities (270.84) (191.73) (64.26) (77.74) (48.79)

Rupees in Million Year Ended March 31

Particulars 2,007 2006 2005 2004 2003

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Advance against Equity 48.17 22.17 67.93 13.60 - Proceeds from Long Term Borrowings 110.51 128.40 33.23 42.33 41.77

Payment of Short Term Borrowings - - (42.00) - -

Proceeds from Unsecured Loans 20.66 - - 10.46 (3.67)

Interest Paid (35.08) (48.56) (7.44) (5.89) (1.01) Net cash used in Financing Activities 144.26 102.01 51.72 60.50 37.09 Net increase/(decrease) in cash and cash (33.65) 36.58 7.20 1.35 (17.68) equivalents during the year (A+B+C) D Effect of Foreign Exchange Differences on

Cash and Cash Equivalents 6.25 - - - -

(27.40) 36.58 7.20 1.35 (17.68)

Closing Balance of Cash and Cash Equivalent 23.12 50.52 13.94 6.74 5.39 Opening Balance of Cash and Cash Equivalent 50.52 13.94 6.74 5.39 23.07

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THE ISSUE Equity Shares offered by:

The Company 9,500,000 Equity Shares of face value Rs. 10 each A) Employee Reservation Portion† Upto 500,000 Equity Shares of face value of Rs. 10 each† Therefore, Net Issue * 9,000,000 Equity Shares of face value of Rs. 10 each Of which B) QIB portion▪ Of which

At least 5,400,000 Equity Shares of face value of Rs. 10 each (Allocation on a proportionate basis)

Available for allocation to Mutual Funds only 270,000 Equity Shares of face value of Rs. 10 each (Allocation on a proportionate basis)

Balance for all QIBs including Mutual Funds 5,130,000 Equity Shares of face value of Rs. 10 each (Allocation on a proportionate basis)

C) Non-Institutional Portion* Not less than 900,000 Equity Shares of face value of Rs. 10

each (Allocation on a proportionate basis) D) Retail Portion* Not less than 2,700,000 Equity Shares of face value of Rs. 10

each (Allocation on a proportionate basis) Equity Shares outstanding prior to the Issue as on the date of filing the Draft Red Herring Prospectus**

56,423,814 Equity Shares of face value of Rs. 10 each

Equity Shares outstanding after the Issue**

65,923,814 Equity Shares of face value of Rs. 10 each

Use of Issue Proceeds

See “Objects of the Issue” on page 51.

† Under-subscription, if any, in the Employee Reservation Portion shall be added back to the Net Issue, and the ratio amongst the investor categories will be at the discretion of our Company and the BRLMs. ▪ Allocation to QIBs is proportionate as per the terms of the Draft Red Herring Prospectus. 5% of the QIB Portion shall be available for allocation to Mutual Funds. Mutual Funds participating in the 5% reservation in the QIB Portion will also be eligible for Allocation in the remaining QIB Portion. Further attention of all QIBs is specifically drawn to the following: (a) QIBs will not be allowed to withdraw their Bid-cum-Application Forms after 3 p.m on the Bid/Issue Closing Date and (b) each QIB, including a Mutual Fund is required to deposit a Margin Amount of atleast 10% with its Bid-cum-Application Form. *In case of undersubscription in the Net Issue, spillover to the extent of undersubscription shall be permitted from the Employee Reservation Portion. **The Company is considering a Pre-IPO Placement of upto 1,500,000. The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If the Pre-IPO Placement is completed, then (i) the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post- Issue capital being offered to the public and (ii) the Employee Reservation Portion shall (if required) be accordingly reduced.

34

GENERAL INFORMATION Our Company was originally incorporated as Chembiotek Research Private Limited on August 3, 1998 under the Companies Act, 1956. On February 12, 2002 our name was changed to Chembiotek Research International Private Limited. Subsequently on August 21, 2007, our name was changed to TCG Lifesciences Private Limited. The status of our Company was changed to a public limited company by a special resolution of the members passed at the annual general meeting held on August 31, 2007 and a fresh certificate of incorporation consequent to the change of name was granted to our Company on September 17, 2007, by the Registrar of Companies, West Bengal and our name was changed to TCG Lifesciences Limited. Registered Office of our Company TCG Lifesciences Limited Block BN, Plot no. 7 Salt Lake Electronics Complex Sector V, Kolkata 700091 Registration Number: 21-87651 Company identification number: U73200WB1998PLC087651 Telephone: +91 33 2367 3151/52/53 Facsimile: +91 33 2367 3058 Email: ipo@tcgls.com Website: www.tcgls.com Corporate Office of our Company TCG Lifesciences Limited Block EP&GP, Bengal Intelligent Park Building B, Third Floor Salt Lake Electronics Complex Sector V, Kolkata 700091 Telephone: +91 33 2357 2744/45 +91 33 4000 3000 Facsimile: +91 33 2367 2743 Registrar of Companies Nizam Palace II MSO Building 3rd Floor, 234/4, A.J C Bose Road Kolkata 700020 Telephone: +91 33 2470382 Facsimile: +91 33 2470958 Board of Directors The following persons constitute our Board of Directors: 1. Dr. Purnendu Chatterjee, Chairman 2. Swapan Bhattacharya, Managing Director 3. Swadesh Chatterjee, Non-Independent Director 4. Dr. Vijay Laxman Kelkar, Independent Director 5. Mukul Sarkar, Independent Director 6. Birch Bayh, Independent Director 7. Firdose Vandrevala, Independent Director. For further details of our Directors, see section titled “Our Management” on page 100.

35

Company Secretary Sunayana Harlalka Block EP & GP Bengal Intelligent Park Building B, 3rd Floor Salt Lake Electronics Complex Sector V, Kolkata 700091 Telephone: +91 33 23572744/ 45 Facsimile: +91 33 23572743 Email: sunayana.harlalka@tcgls.com Compliance Officer Vikash Kumar Agarwal Block EP & GP Bengal Intelligent Park Building B, Third Floor Salt Lake Electronics Complex Sector V, Kolkata 700091 Telephone: +91 33 4000 3000 Facsimile: +91 33 2357 2743 Email: ipo@tcgls.com Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary account and refund orders. Book Running Lead Managers Kotak Mahindra Capital Company Limited 3rd Floor, Bakhtawar 229, Nariman Point Mumbai - 400021 Telephone: +91 22 6634 1100 Facsimile: +91 22 2283 7517 Email: tcg.ipo@kotak.com Investor grievance ID: kmccredressal@kotak.com Website: www.kotak.com Contact Person: Chandrakant Bhole

Enam Securities Private Limited 801, Dalamal Towers Nariman Point Mumbai - 400021, India Telephone: +91 22 6638 1800 Facsimile: +91 22 2284 6824 Email: tcg.ipo@enam.com Website: www.enam.com Contact Person: Shuchi Agrawal

Syndicate Member Kotak Securities Limited 1st Floor, Bakhtawa, Nariman Point Mumbai 400021 Telephone: +91 22 6634 1100 Facsimile: +91 22 2262 1187 Email: umesh.gupta@kotak.com Website: www.kotak.com Contact Person: Umesh Gupta

Legal Advisors Legal Advisor to the Company

36

Luthra & Luthra Law Offices 103, Ashoka Estate 24, Barakhamba Road New Delhi 110 001, India Telephone: +91 11 4121 5100 Facsimile: +91 11 2372 3909 Email: luthra@luthra.com Legal Advisor to the Underwriters Amarchand & Mangaldas & Suresh A. Shroff and Co. Peninsula Chambers, Peninsula Corporate Park Ganpatrao Kadam Marg, Lower Parel Mumbai 400013 Telephone: +91 22 660 4455 Facsimile: +91 22 2496 3666 Registrar to the Issue Karvy Computershare Private Limited Plot No. 17-24 Vithalrao Nagar, Madhapur Hyderabad – 500081 Telephone: +91 800 – 345 4001 Facsimile: +91 40 2342 0814 Email: tcgl.ipo@kavry.com Website: www.karvy.com Contact Person: M. Murali Krishna Bankers to the Issue and Escrow Collection Banks [•] Refund Banker [•] Bankers to the Company YES Bank Limited Kolkata Branch 19 Camac Street Kolkata 700017 Telephone: +91 33 39879000 Facsimile: +91 33 39879157 Email: sandip.kar@yesbank.in Website: www.yesbank.in Contact Person: Sandip Kar

IndusInd Bank Kolkata Branch Savitri Tower 3A Upper Wood Street Kolkata 700017 Telephone: +91 33 30212441/ 2 Facsimile: +91 33 22896206 Email: amitkumar@indusind.com Website: www.indusind.com Contact Person: A.K Dutta

HDFC Bank Salt Lake Branch, CJ-166, Sector – II Kolkata 700091 Telephone: +91 33 23378881 Facsimile: +91 33 23378881 Email: sanjiv.kumar@hdfcbank.com Website: www.hdfcbank.com

37

Contact Person: Sanjiv Kumar

Auditors Statutory auditor Price Waterhouse & Co. Y 14, Block EP, Sector V Salt Lake Electronics Complex Bidhan Nagar, Kolkata 700091 Telephone: +91 33 23579260 Facsimile: +91 33 23577496 Website: www.pwc.com Tax auditor Rajneesh Agarwal & Co. 34A, Metcalfe Street Suite 4C, 4th Floor Kolkata 700013 Telephone: +91 33 22113375 Facsimile: +91 33 22105036

Monitoring Agency There is no requirement for a monitoring agency for the Issue in terms of Clause 8.17 of the SEBI Guidelines. Inter se List of Responsibilities between the Book Running Lead Managers to the Issue The responsibilities and co-ordination for various activities in this Issue are as under:

Activity Responsibility Coordinator Capital Structuring with relative components and formalities such as type of instruments, etc.

Kotak Enam

Kotak

Due-diligence of the Company including its operations/management/business plans/legal, etc. Drafting and design of the Draft Red Herring Prospectus and of statutory advertisement including memorandum containing salient features of the Prospectus. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, the RoC and SEBI, including finalisation of Prospectus and the RoC filing.

Kotak Enam

Kotak

Drafting and approving all statutory advertisements. Kotak Enam

Kotak

• Approval of all non-statutory advertisements including corporate advertisements;

• Preparation and finalization of the road-show presentation; and • Preparation of FAQs for the road-show team.

Kotak Enam

Enam

Appointment of intermediaries, namely printer(s), and advertising agency to the Issue.

Kotak Enam

Kotak

Appointment of Registrar and Bankers to the Issue. Kotak Enam

Enam

Non-Institutional and Retail Marketing of the Issue, which will cover, inter alia, • Formulating marketing strategies, preparation of publicity budget; • Finalize media and public relations strategy; • Finalizing centers for holding conferences for brokers, etc.; • Follow-up on distribution of publicity and Issuer material including; form,

prospectus and deciding on the quantum of the Issue material;

Kotak Enam

Enam

38

Activity Responsibility Coordinator • Finalize collection centres.

Institutional marketing of the Issue, which will cover, inter alia, • Institutional marketing strategy; • Finalizing the list and division of investors for one to one meetings; and • Finalizing road show schedule and investor meeting schedules.

Kotak Enam

Kotak

Co-ordination with Stock Exchanges for book building software, bidding terminals and mock trading.

Kotak Enam

Enam

Managing the book and finalization of pricing in consultation with the Company.

Kotak Enam

Enam

Post-bidding activities including management of Escrow Accounts, co-ordination of allocation, intimation of allocation and dispatch of refunds to bidders, etc. The post issue activities for the Issue will involve essential follow-up steps including finalization of trading and dealing of instruments and dispatch of certificates and demat and delivery of shares with the various agencies connected with the work such as the Registrar(s) to the Issue and the bank handling refund business. The merchant banker shall be responsible for ensuring that these agencies fulfill their functions and enable it to discharge this responsibility through suitable agreements with our company.

Kotak Enam

Enam

Even if many of these activities will be handled by other intermediaries, the designated BRLM shall be responsible for ensuring that these agencies fulfill their functions and enable them to discharge this responsibility through suitable agreements with our Company. Credit Rating As the Issue is of Equity Shares, credit rating is not required. IPO Grading This Issue being has been graded by [•] as [•] indicating [•], pursuant to the SEBI Guidelines. The rationale furnished by the credit rating agency for its grading will be updated at the time of filing the Red Herring Prospectus and necessary consent will also be obtained from the credit rating agency at the time of filing the Red Herring Prospectus. Trustees As the Issue is of Equity Shares, the appointment of trustees is not required. Book Building Process Book building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus within the Price Band. The Issue Price is finalized after the Bid/ Issue Closing Date. The principal parties involved in the Book Building Process are: 1. The Company; 2. The BRLMs; 3. The Syndicate Member, who is an intermediary registered with SEBI or registered as broker with

Stock Exchange(s) and eligible to act as Underwriters. The Syndicate Member is appointed by the BRLMs;

4. Registrar to the Issue; and 5. Escrow Collection Banks.

39

In terms of Rule 19 (2)(b) of the SCRR this being an Issue for less than 25% of the post–Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue will be allocated on a proportionate basis to QIBs, out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to 500,000 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees subject to valid Bids being received at or above the Issue Price. The Company is considering a Pre-IPO Placement upto 1,500,000 Equity Shares. The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC the Pre-IPO Placement is completed, then (i) the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post- Issue capital being offered to the public and (ii) the Employee Reservation Portion shall (if required) be accordingly reduced. In accordance with the SEBI Guidelines, QIBs are not allowed to withdraw their Bids after the Bid/Issue Closing Date. In addition, QIBs are required to pay at least 10% Margin Amount upon submission of their Bid-cum-Application Form during the Bid/Issue Period and allocation to QIBs will be on a proportionate basis. For further detail on the terms of the Issue see “Terms of the Issue” on page 273. Our Company will comply with the SEBI Guidelines and any other ancillary directions issued by SEBI for this Issue. In this regard, our Company has appointed the BRLMs to manage the Issue and procure subscriptions to the Issue. The process of ‘Book Building’ under the SEBI Guidelines is subject to change and investors are advised to make their own judgment about investment through this process prior to making a Bid or Application in the Issue. Illustration of ‘Book Building’ and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Issue) Bidders can bid at any price within the price band. For instance, assume a price band of Rs. 20 to Rs. 24 per share, issue size of 3,000 equity shares and receipt of five Bids from Bidders, details of which are shown in the table below. A graphical representation of the consolidated demand and price would be made available at the bidding centres during the bidding period. The illustrative book as shown below shows the demand for the shares of the issuer company at various prices and is collated from bids received from various investors.

Bid Quantity Bid Price (Rs.) Cumulative Quantity Subscription 500 24 500 16.67% 1,000 23 1,500 50.00% 1,500 22 3,000 100.00% 2,000 21 5,000 166.67% 2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired number of shares is the price at which the book cuts off, i.e., Rs. 22 in the above example. The issuer, in consultation with the book running lead managers, will finalise the issue price at or below such cut-off price, i.e., at or below Rs. 22. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in the respective categories. Steps to be taken by the Bidders for bidding: 1. Check eligibility for making a Bid (see “Issue Procedure - Who Can Bid” on page 280); 2. Ensure that you have a demat account and the demat account details are correctly mentioned in the

Bid-cum-Application Form;

40

3. Where Bid(s) is/are for Rs. 50,000 or more, the Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN allotted under the I.T. Act (see “Issue Procedure -‘Permanent Account Number’ or “PAN” on page 280);

4. Ensure that the Bid-cum-Application Form is duly completed as per instructions given in this Draft Red Herring Prospectus and in the Bid-cum-Application Form; and

5. Bids by QIBs will only have to be submitted to the BRLMs. Withdrawal of the Issue Our Company, in consultation with the BRLMs reserves the right not to proceed with the Issue at any time including after the Bid/Issue Opening Date, without assigning any reason therefor. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which the Company shall apply for after Allotment and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. In terms of the SEBI Guidelines, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/Issue Closing Date. Bid/Issue Programme Bidding /Issue Period

BID/ISSUE OPENS ON [●], 2007 BID/ISSUE CLOSES ON [●], 2007

Bids and any revision in Bids will be accepted only between 10.00 a.m and 3.00 p.m. (Indian Standard Time) during the Bid / Issue Period as mentioned above at the bidding centers mentioned in the Bid cum Application Form except that on the Bid/Issue Closing Date, Bids and any revision in Bids will only be accepted only between 10.00 a.m and 3.00 p.m (Indian Standard Time) and uploaded until (i) 5.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders and (ii) such time as permitted by the NSE and the BSE, in case of Bids by Retail Individual Bidders. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 3.00 p.m (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in public offerings, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will only be accepted on working days, i.e., Monday to Friday (excluding any public holiday). On the Bid/Issue Closing Date, extention of time will be granted by the Stock Exchanges only for uploading the Bids received by Retail Bidders, after taking into account the total number of Bids received upto the closure of timings for acceptance of Bid-cum-Application Forms as stated herein and reported by the BRLMs to the Stock Exchange within half an hour of such closure. Our Company reserves the right to revise the Price Band during the Bidding Period in accordance with the SEBI Guidelines. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band advertised at least one day prior to the Bid /Issue Opening Date. In case of revision in the Price Band, the Bidding/ Issue Period will be extended for three additional days after revision of Price Band subject to the Bidding/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bidding/ Issue Period, if applicable, will be widely disseminated by notification to the NSE and the BSE, by issuing a press release, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate. Underwriting Agreement After the determination of the Issue Price and allocation of Equity Shares of our Company, but prior to the filing of the Prospectus with the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Issue. It is proposed that pursuant to the

41

terms of the Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event that the Syndicate Member does not fulfill its underwriting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are subject to certain conditions to closing, as specified therein. The Underwriting Agreement is dated [•]. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC)

Details of the Underwriters Indicated Number of Equity Shares to be

Underwritten

Amount Underwritten

(Rs. In Million) KOTAK MAHINDRA CAPITAL COMPANYLIMITED 3rd Floor, Bakhtawar Nariman Point Mumbai - 400021, India Telephone: +91 22 6634 1100 Facsimile: +91 22 2283 7517 Email: tcg.ipo@kotak.com Investor grievance ID: kmccredressal@kotak.com Website: www.kotak.com Contact Person: Chandrakant Bhole

[●]

[●]

ENAM SECURITIES PRIVATE LIMITED 801, Dalamal Towers Nariman Point Mumbai - 400021, India Telephone: +91 22 6638 1800 Facsimile: +91 22 2284 6824

Email: tcg.ipo@enam.com Website: www.enam.com Contact Person: Shuchi Agrawal

[●]

[●]

KOTAK SECURITIES LIMITED 1st Floor, Bakhtawar Nariman Point, Mumbai – 400021, India Telephone: +91 22 6634 1100 Facsimile: +91 22 2262 1187 Email: umesh.gupta@kotak.com Website: www.kotak.com Contact Person: Umesh Gupta

[●]

[●]

The above-mentioned description is indicative and will be finalized after the determination of the Issue Price and actual allocation of the Equity Shares. In the opinion of our Board of Directors (based on a certificate given by the Underwriters), the resources of the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or are registered as brokers with the Stock Exchange(s). Our Board of Directors, at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure/subscribe to Equity Shares to the extent of the defaulted amount.

42

CAPITAL STRUCTURE The share capital of our Company as of the date of this Draft Red Herring Prospectus is set forth below:

In Rs (except share data) Aggregate Value at

nominal value Aggregate Value at Issue Price

A) AUTHORISED SHARE CAPITAL(a) 75,000,000 Equity Shares of face value Rs. 10 each 750,000,000 [•] B) ISSUED, SUBSCRIBED AND PAID UP SHARE

CAPITAL 56,423,814 Fully paid up Equity Shares of face value Rs.

10 each 564,238,140 [•] C) PRESENT ISSUE IN TERMS OF THIS DRAFT RED

HERRING PROSPECTUS 9,500,000 Equity Shares of face value Rs. 10 each 95,000,000 [•] D) EMPLOYEE RESERVATION PORTION 500,000 Equity Shares of face value Rs. 10 each 5,000,000 [•] E) NET ISSUE TO THE PUBLIC 9,000,000 Equity Shares of face value Rs. 10 each 90,000,000 [•] F) EQUITY CAPITAL AFTER THE ISSUE 65,923,814 Equity Shares of face value Rs. 10 each 659,238,140 G) SHARE PREMIUM ACCOUNT Before the Issue Nil After the Issue [•] a) The Company was incorporated with an authorized share capital of Rs. 1 million on August 3, 1998. The authorized capital was increased to Rs. 100 million on August 11, 2000. This was increased further to Rs. 150 million on March 26, 2002 and then to Rs. 190 million on June 13, 2005. On September 18, 2006, the authorized capital was increased to Rs. 210 million and to 500 million on July 31, 2007. On August 31, 2007 the authorized capital was further increased to Rs. 750 million. The present Issue has been authorized by our Board of Directors at their meeting on September 1, 2007 and our shareholders at their meeting on September 18, 2007. The Company is considering a Pre-IPO Placement upto 1,500,000 Equity Shares. The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC the Pre-IPO Placement is completed, then (i) the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post- Issue capital being offered to the public and (ii) the Employee Reservation Portion shall (if required) be accordingly reduced.

43

Notes to the Capital Structure 1. Share Capital History The following is the history of the equity share capital of our Company up to the date of this Draft Red Herring Prospectus:

Date of allotment of the Equity

Shares

No. of Equity Shares

Face Value (Rs.)

Issue Price (Rs.)

Nature of

Payment

Reasons for allotment

Cumulative number of

Equity Shares

Cumulative Issued Capital

(Rs.)

Cumulative Share

Premium (Rs.)

August 3, 1998 20 10 10 Cash Subscription to Memorandum

20 200 Nil

March 30, 2002*

10,276,860 10 10 Cash Allotment to Chatterjee Management Services (Mauritius) Company

10,276,880 102,768,800 Nil

February 29, 2004

1,359,300 10 10 Cash Same as above 11,636,180 116,361,800 Nil

June 17, 2005 6,793,060 10 10 Cash Same as above 18,429,240 184,292,400 Nil

August 6, 2007 31,397,949 10 10 Cash Same as above 49,827,189 498,271,890 Nil

September 1, 2007

4,112,000 10 10 Cash Same as above 53,939,189 539,391,890 Nil

September 26, 2007

1,984,625 10 10 Cash Same as above 55,923,814 559,238,140 Nil

September 26, 2007

500,000 10 10 Cash Allotment to Swapan Bhattacharya

56,423,814 564,238,140 Nil

*Allotted to Chatterjee Management Services (Mauritius) Company (“CMSMC”), the name of which was changed to TCG Life Sciences Mauritius Limited on

July 28, 2005 and further changed to TCG Lifesciences Mauritius Limited on October 24, 2005.

Other than as mentioned in the table above, our Company has not made any issue of Equity Shares during the preceding one year and none of the Equity Shares have been issued for consideration other than cash. 2. Promoters’ Contribution and Lock-in Pursuant to the SEBI Guidelines, an aggregate of 20% of the post-Issue equity share capital shall be locked in by the Promoters for a period of three years from the date of this Issue. All Equity Shares, which are being locked-in are eligible for computation of promoters’ contribution as per Clause 4.6 of the SEBI Guidelines and are being locked in under Clause 4.11 of the SEBI Guidelines. a) Details of build –up of Promoter shareholding:

Set forth below are the details of the build up of the Promoters’ shareholding, Promoters contribution and lock in:

Name of the Promoter

Date of Acquisition/

Transfer

Nature of transaction

Face Value (Rs)

No. of Equity Shares

Issue/ Acquisition Price

(Rs.)

% of Post-Issue paid-up Capital

March 30, 2002*

Cash

10

10,276,860 10 15.59

February 29, 2004 Cash

10

1,359,300 10 2.06

CMSMC*

June 17, 2005 Cash

10

6,793,060 10 10.30

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August 6, 2007 Cash

10 31,397,949 10 47.63

September 1, 2007

Cash

10 4,112,000 10 6.24

September 26, 2007 Cash

10 1,984,625 10 3.01

Total 55923,794 84.83 *Allotted to CMSMC the name of which was changed to TCG Life Sciences Mauritius Limited on July 28, 2005 and further changed to TCG Lifesciences

Mauritius Limited on October 24, 2005.

Our Promoter, Dr. Purnendu Chatterjee does not have any shareholding in the Company.

b. Details of Promoter shareholding locked –in for three years:

The Promoters’ contribution that shall be locked in for a period of three years from the date of Allotment, shall be 13,400,000 Equity Shares.

Name of the

Promoter Date of

Acquisition/ Transfer

Nature of transaction

Face Value (Rs)

No. of Equity Shares

Issue/ Acquisition Price

(Rs.)

% of Post-Issue paid-up Capital

March 30, 2002*

Cash

10

5,247,640 10 7.96

February 29, 2004 Cash

10

1,359,300 10 2.06

CMSMC*

June 17, 2005 Cash

10

6,793,060 10 10.30

Total 13,400,000 20.33

*Allotted to CMSMC the name of which was changed to TCG Life Sciences Mauritius Limited on July 28, 2005 and further changed to TCG Lifesciences

Mauritius Limited on October 24, 2005.

There is no shareholding of the Promoter Group in our Company. All Equity Shares, which are being included for computation of Promoters’ contribution and three-year lock-in are locked in and are not ineligible for such purposes under Clause 4.6 of the SEBI Guidelines. c) Details of share capital locked in for one year: In terms of Clause 4.14.1 of the SEBI Guidelines, in addition to 20% of post-Issue shareholding of our Company held by the Promoters and locked in for three years, the entire pre-Issue equity share capital of our Company constituting 43,023,814 Equity Shares will be locked-in for a period of one year from the date of Allotment in this Issue. d) Other requirements in respect of lock-in: In terms of Clause 4.16.1(a) of the SEBI Guidelines, the Equity Shares held by persons other than the Promoters prior to the Issue may be transferred to any other person holding the Equity Shares which are locked in as per Clause 4.14 of the SEBI Guidelines, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the Takeover Code, as applicable. Further, in terms of Clause 4.16.1(b) of the SEBI Guidelines, Equity Shares held by the Promoters may be transferred to and among the Promoter Group or to a new promoter or persons in control of our Company, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with Takeover Code, as applicable.

45

Further, in terms of Clause 4.15.1 of the SEBI Guidelines, the locked in Equity Shares held by the Promoters, as specified above, can be pledged with banks or financial institutions as collateral security for loans granted by such banks or financial institutions provided that the pledge of the Equity Shares is one of the terms of the sanction of such loans. However, the Equity Shares constituting the 20% of the post-Issue share capital of the Company that is locked in for three years, may be pledged as aforesaid only if in addition to fulfilling the conditions specified above, the loan is granted by the banks or financial institutions for the purpose of financing one or more of the objects of the Issue. In addition, the Equity Shares subject to lock-in will be transferable subject to compliance with the SEBI Guidelines, as amended from time to time. 3. Our shareholding pattern The table below presents the shareholding pattern of our Company before the proposed Issue and as adjusted for the Issue:

Pre-Issue Post-Issue# No. of

shares % No. of

shares %

Promoters Dr. Purnendu Chatterjee Nil Nil Nil TCG Lifesciences Mauritius Limited 55,923,794 99.11 55,923,794 84.83 Sub Total (A) 55,923,794 99.11

55,923,794 84.83

Promoter Group Nil Nil Nil Nil Sub Total (B) Nil Nil Nil Nil Others Swapan Bhattacharya 500,005 0.89 500,005 0.76 Dr. Anil C. Ghosh* 10 Negligible 10 NegligibleSanjeev Kumar Sharma 1 Negligible 1 NegligibleRakesh Pandya 1 Negligible 1 Negligible G. P. Krishnan 1 Negligible 1 NegligibleDebashis Das 1 Negligible 1 NegligibleDesiree Anthony 1 Negligible 1 NegligibleEligible Employees 500,000 β 0.76 Sub Total (C) 500,020 0.89 1,000,020 1.52 Net Issue to Public (D) - - 9,000,000∞ 13.65 Total (A+B+C+D) 56,423,814 100 65,923,814 100

∞ Excludes Employee Reservation Portion β Assuming Employee Reservation Portion is fully subscribed by Eligible Employees # Assuming that the shareholders do not subscribe for Equity Shares in the Issue *Dr. Anil C. Ghosh was a former employee of the Company and presently has a pending dispute with the Company. Therefore, the Company is unable to

obtain the required consent for lock-in of Equity Shares held by him. For further details on the dispute, see chapter titled “Outstanding Litigation and Material

Developments” on page 255. The following directors of our Company hold Equity Shares:

S. No.

Name Number of Equity Shares Held

Pre-Issue Percentage Shareholding

Post-Issue# Percentage Shareholding

1 Swapan Bhattacharya 500,005 0.89 0.76

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TOTAL 500,005 0.89 0.76 # Assuming that the Directors do not subscribe for Equity Shares in the Issue 4. Top ten shareholders The list of the top ten shareholders of our Company and the number of Equity Shares held by them is provided below: (a) Our top ten shareholders and the number of Equity Shares held by them as on the date of filing this

Draft Red Herring Prospectus are as follows:

S. No. Shareholder No. of Equity Shares Held Pre-Issue Shareholding

1. TCG Lifesciences Mauritius Limited 55,923,794 99.11 2. Swapan Bhattacharya 500,005 0.89 3. Anil C. Ghosh 10 Negligible 4. Sanjeev Kumar Sharma 1 Negligible 5. Rakesh Pandya 1 Negligible 6. G P Krishnan 1 Negligible 7. Debashis Das 1 Negligible 8. Desiree Anthony 1 Negligible

(b) Our top ten shareholders and the number of Equity Shares held by them ten days prior to filing of this

Draft Red Herring Prospectus are as follows:

S. No. Shareholder No. of Equity Shares Held Pre-Issue Shareholding

1. TCG Lifesciences Mauritius Limited 53,939,169 95.60 2. Anil C. Ghosh 10 Negligible 3. Swapan Bhattacharya 5 Negligible 4. Sanjeev Kumar Sharma 1 Negligible 5. Rakesh Pandya 1 Negligible 6. G P Krishnan 1 Negligible 7. Debashis Das 1 Negligible 8. Desiree Anthony 1 Negligible

(c) Our top ten shareholders and the number of Equity Shares held by them as of two years prior to filing

this Draft Red Herring Prospectus were as follows:

S. No. Shareholder No. of Equity Shares Held Pre-Issue Percentage 1. TCG Lifesciences Mauritius Limited 18,429,220 32.66 2. Anil C. Ghosh 10 Negligible 3. Swapan Bhattacharya 10 Negligible

5. None of our Directors or other key managerial personnel hold Equity Shares in the Company,

other than as follows:

S. No. Shareholder No. of Equity Shares Held Percentage 1. Swapan Bhattacharya 500,005 0.89 2. Rakesh Pandya 1 Negligible

Our Promoters, Directors and our Promoter Group have not purchased or sold any Equity Shares within 6 months preceding the date of filing of the Draft Red Herring Prospectus other than as follows:

Transferor Transferee Price (Rs.) No. of Equity

Shares Date of Transfer Swapan Bhattacharya

Sanjeev Kumar Sharma

10 1 August 22, 2007

Swapan Bhattacharya

Rakesh Pandya 10 1 August 22, 2007

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Swapan Bhattacharya

G P Krishnan 10 1 August 22, 2007

Swapan Bhattacharya

Debashis Das 10 1 August 22, 2007

Swapan Bhattacharya

Desiree Anthony 10 1 August 22, 2007

6. Employee stock option scheme The details of our ESOP are as provided below: a) ESOP

ESOP Scheme Outstanding Options

Remarks

ESOP 800,000 The special resolution passed by our Company at its EGM dated September 18, 2007 approved the grant of options under the ESOP

48

Particulars Details Options granted (net)* 800,000 Exercise price of options Fiscal No. of options granted Exercise Price (Rs.) 2007-2008 800,000 10 Total options vested (including options exercised)

NIL

Options exercised NIL Total number of equity shares arising as a result of full exercise of options already granted and vested

NIL

Options forfeited/lapsed/cancelled NIL Variations in terms of options NIL Money realized by exercise of options (Rs.)

NIL

Options outstanding (in force) 800,000 Person-wise details of options granted to: (a) Directors and key managerial personnel

Fiscal 2007-2008

Swapan Bhattacharya 350,000 Swadesh Chatterjee 65,000 (b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (Includes ex-employees and group company employees)

Fiscal 2007-2008

(c) Identified employees who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant (includes ex-employees and group company employees)

Fiscal 2007-2008

Birch Bayh 15,000 Dr. Vijay Laxman Kelkar 15,000 Firdose Vandrevala 15,000 Ashish Saha 15,000 Rakesh Pandya 21,000 Arnab Ray 15,000 Sandeep Gupta 10,000 Fully diluted EPS on a pre-issue basis for Fiscal 2007

NA

Difference, if any, between employee compensation cost (calculated using the

NA

49

intrinsic value of stock options) and the employee compensation cost (calculated using the fair value of stock options) Weighted average exercise price either equals or exceeds or is less than the market value of the shares

NA

Weighted average fair values of options whose exercise price equals or is less than the market value of the stock.

NA

Impact on the profits and EPS if the Issuer had followed the accounting policies specified in Clause 13 of the ESOP Guidelines.

NA

Vesting schedule End of 24 months 50% End of 36 months 25% End of 48 months 25% Lock-in NA Impact on profits and EPS of the last three years

NA

*The ESOP Committee has, pursuant to its resolution dated September 21, 2007 authorised the grant of the options described above. 7. Our Company, the Promoters, the Directors, the Promoter Group and the BRLMs have not entered

into any buy-back and/or standby arrangements for the purchase of Equity Shares from any person. 8. In terms of Rule 19(2)(b) of the SCRR, this Issue being for less than 25% of the post-Issue capital, the

Issue is being made through 100% Book Building Process wherein at least 60% of the Net Issue, that is, 5,400,000 Equity Shares shall be available for allocation on a proportionate basis to QIBs, out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. Not less than 10% of the Net Issue, i.e. 900,000 Equity Shares shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue, that is 2,700,000 Equity Shares shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further up to 500,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price. The Company is considering a Pre-IPO Placement of upto 1,500,000 Equity Shares with certain investors. The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If the Pre-IPO Placement is completed, then (i) the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post-Issue capital being offered to the public and (ii) the Employee Reservation Portion shall (if required) be accordingly reduced.

9. Under-subscription, if any, in the Employee Reservation Portion shall be added back to the Net Issue,

and the ratio amongst the investor categories will be at the discretion of our Company and the BRLMs. In case of under-subscription in the Net Issue, spill over to the extent of under-subscription shall be permitted from the Employee Reservation Portion. Under-subscription, if any, in the Retail or Non Institutional Portion would be met with spill over from other categories or combination of categories at the discretion of our Company in consultation with the BRLMs.

10. Subject to the Pre-IPO Placement and a transfer of 5 shares by Swapan Bhattacharya and as discussed

in the Draft Red Herring Prospectus, the Directors, the Promoters, or the Promoter Group have not purchased or sold any securities of our Company, during a period of six months preceding the date of filing this Draft Red Herring Prospectus with SEBI.

11. An investor cannot make a Bid for more than the number of Equity Shares offered through the Issue,

subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor.

12. Subject to the Pre-IPO Placement of 1,500,000 Equity Shares, and except as disclosed in this Draft

50

Red Herring Prospectus, there will be 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 this Draft Red Herring Prospectus with SEBI until the Equity Shares to be issued pursuant to the Issue have been listed.

13. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our

Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.

14. As on the date of this Draft Red Herring Prospectus, the total number of holders of Equity Shares are

eight, excluding holders of options granted under the ESOP. 15. Our Company has not raised any bridge loans against the Net Proceeds of the Issue. 16. Our Company has not issued any Equity Shares out of revaluation reserves or for consideration other

than cash. 17. Other than options granted under the ESOP as detailed in note 6 above, there are no outstanding

warrants, options or rights to convert debentures, loans or other instruments into the Equity Shares. 18. The Equity Shares held by the Promoters are not subject to any pledge. 19. A total of 5.26% of the Issue size, i.e. upto 500,000 Equity Shares, has been reserved for allocation to

the Eligible Employees on a proportionate basis, subject to valid Bids being received at or above the Issue Price. Only Eligible Employees would be eligible to apply in this issue under the Employee Reservation Portion. Employees, other than as defined, are not eligible to participate in the Employee Reservation Portion. If the aggregate demand in the Employee Reservation Portion is greater than 500,000 Equity Shares at or above the Issue Price, allocation shall be made on a proportionate basis. However, in case of an oversubscription in the Employee Reservation Portion, all employees bidding for up to [•] Equity Shares will receive full allotment subject a minimum allotment of [•] Equity Shares and those bidding for more than [●] Equity Shares will receive allotment on a proportionate basis subject to a minimum allotment of [●] Equity Shares and subject to a maximum Allotment to any Employee of [•] Equity Shares. Eligible Employees may bid in the Net Issue portion as well and such Bids shall not be treated as multiple Bids.

20. An oversubscription to the extent of 10% of the Issue can be retained for the purpose of rounding off

while finalising the basis of Allotment. 21. Our Promoters and members of our Promoter Group will not participate in this Issue. 22. Subject to the Pre-IPO Placement, our Company presently does not intend or propose to alter its

capital structure for a period of six months from the Bid/ Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether preferential or otherwise, except that our Company may grant stock options to the employees and Directors as per the prevailing stock option plan. Additionally, if our Company enters into acquisitions or joint ventures, it may, subject to necessary approvals, consider using its Equity Shares as currency for acquisitions or participation in such joint ventures our Company may enter into. Our Company may raise additional capital to fund accelerated growth.

23. The Equity Shares issued pursuant to the Issue shall be fully paid-up at the time of Allotment, failing

which no Allotment shall be made. 24. 500,000 Equity Shares Allotted to our Director, Swapan Bhattacharya on September 26, 2007 have

been pledged to MRPL for a period of 12 months.

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OBJECTS OF THE ISSUE

The objects of the Issue are to (a) finance capital expenditure (b) finance capital investments in subsidiaries (c) repay debt and (d) general corporate purposes. The main objects clause of our Memorandum of Association and objects incidental to the main objects enable us to undertake our existing activities and the activities for which funds are being raised by us through this Issue. Expenses related to the Issue, including underwriting and management fees, selling commissions and other expenses will be borne by our Company in proportion to the shares contributed to the Issue. We intend to utilize the proceeds of the Issue, after deducting the Company’s share of the underwriting and management fees, selling commissions and other expenses associated with the Issue (“Net Proceeds”), which is estimated at Rs. [●] in the manner set forth below:

(In Rs. Million) Estimated Net Proceeds utilization as on

March 31, S. No. Expenditure Items Total cost

2008 2009 1. Finance capital expenditure 1062 294 768 2. Finance capital investments in subsidiaries 201 19 182 3. Prepay debt Upto 240 Upto 240 [●] 4. General Corporate Purposes [●] [●] [●] Total [●] [●] [●]

Means of Finance The entire estimated costs shall be met from the Net Proceeds. The fund requirement and deployment are based on internal management estimates and have not been appraised by any bank or financial institution. These are based on current conditions and are subject to change in light of changes in external circumstances or costs, other financial conditions, business or strategy, as discussed further below. In case of variations in the actual utilization of funds allocated for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in this Issue. If surplus funds are unavailable, the required financing will be through our internal accruals and/or debt. We may have to revise our expenditure and fund requirements as a result of variations in the cost structure, changes in estimates and external factors, which may not be within the control of our management. Any such change in our plans may require rescheduling, revising or cancelling the planned expenditure at the discretion of the management of the Company. In case of any shortfall or cost overruns, we intend to meet our estimated expenditure from our cash flow from operations and/or debt. For risks associated with our proposed utilization of the Net Proceeds, refer to Risk Factors on page xiv. Details of the Objects (a) Finance Capital Expenditure We are in the process of setting up research facilities at Kolkata and Pune covering approximately 160,000 sq. ft. of laboratory space for chemistry and biology research operations. The planned research facilities will include chemistry research laboratories for medicinal, combinatorial, fluorine chemistry, radio labeled compound synthesis. The biology research facilities will include fully equipped laboratories for molecular biology, ADME and pharmacokinetics, in-vivo pharmacology and toxicology.

Construction of the facilities is expected to start in January 2008 and the facility is expected to be fully operational by March 2009. The detailed drawings for these buildings are under preparation at present.

52

We estimate to incur an expenditure of approximately Rs. 1060 million towards the establishment of these facilities. The break-down of the expenditure is as set forth below:

(Rs. Million) Sl No. Item Fund requirement Deployment in

Fiscal 2008 Deployment in

Fiscal 2009

a Land 45 45 - b Civil and Construction 113 56 57 c Interior and Fitouts/furniture 256 162 94 d Equipment and installation 529 - 529 e Other costs and contingencies 119 31 88 Total 1062 294 768

a) Land For such purpose, our Company is in the process of leasing a 2.5 acre and a 3.43 acre plot of land within the Special Economic Zone (process of being notified) in International Biotech Park (“IBP”) at Pune for a period of approximately 90 years. Additionally, we have leased a 2 acre plot of land at Kolkata’s Salt Lake Electronics Complex from West Bengal Electronics Industries Development Corporation for 90 years, renewable for two more terms of 90 years each. b) Civil and construction The estimates for civil and construction work, based on facilities’ contractor’s quotation dated September 19, 2007, and internal estimates are given below.

(Rs. Million) Sl No. Item Fund requirement Deployment in

Fiscal 2008 Deployment in

Fiscal 2009

1 Land development 6 3 3 2 Design 6 3 3 3 Civil and structure 83 41 42 4 Façade 7 3 4 5 Elevators 5 3 2 6 Construction management 6 3 3 Total 113 56 57

c) Interiors and fitouts / furniture These include costs towards equipment, furniture, interior fit outs, and other related expenses for the facilities.

(Rs. Million) Sl No. Item Fund requirement Deployment in

Fiscal 2008 Deployment in

Fiscal 2009

1 Electrical 49 31 18 2 HVAC 32 21 11 3 Plumbing, fire fighting (hydrant) 13 8 5 4 Interior and furniture 162 102 60 Total 256 162 94

d) Equipment and installation The equipment and installation costs include costs of equipment for chemistry, biology and analytical research facilities. The estimates, based on the quotations from suppliers and our estimates for the configuration of equipment worked out by us, are given below.

(Rs. Million)

53

Sl No. Item Fund requirement Deployment in Fiscal 2008

Deployment in Fiscal 2009

1 Chemistry research facilities 261 - 261 2 Analytical research facilities 181 - 181 3 ADME, PK facilities 52 - 52 4 IT infrastructure 25 - 25 5 Other support equipment 10 - 10 Total 529 - 529

e) Other costs Other costs, based on our internal estimates, amount to Rs. 120 million. These include project development costs, consulting costs and contingencies.

(Rs. Million) Sl No. Item Fund requirement Deployment in

Fiscal 2008 Deployment in

Fiscal 2009

1 Project development costs / soft costs 23 3 20 2 Pre - operative costs 41 11 29 3 Contingency 56 17 39 Total 120 31 89

(b) Finance capital investments in subsidiaries We intend to use a portion of the Net Proceeds ,for investment in equity capital of our 100% subsidiary, Clininvent Research Pvt. Ltd. (“Clininvent”).to fund its capital requirements Clininvent is planning to set up a bio sample collection, processing and storage facility and expects to utilize approximately 20,000 sq. ft. built up space for the purpose. The cost of setting up the facility is estimated as below:

(Rs. Million) Sl No. item Fund requirement Deployment in

Fiscal 2008 Deployment in

Fiscal 2009 1 Space - deposits and advance rent 19 19 - 2 Fitout cost 32 - 32 3 Equipment cost 114 - 114 4 IT systems 17 - 17 5 Contingencies 10% 19 - 19 Total 201 19 181

The Company intends to invest Rs. 201 million of the Net Proceeds in ClinInvent for setting up the above facility. The actual cost of this project may vary from the estimated cost. (c) Prepayment of Debt We have the following secured debt. For details, see the section titled “Financial Indebtedness” on page 246. We intend to prepay up to Rs. 240 million of our outstanding debt from the Net Proceeds, including any loans additional loans that we may take up.

Outstanding as of September 26, 2007

Exim Bank Amount (Rs. million) Term Loan Facilities (1) 87.21 Term loan Facilities (2) 161.67 Term loan Facilities (3) 94.77

54

Outstanding as of September 26, 2007

Exim Bank Amount (Rs. million) (A) Subtotal for loans from Exim Bank 343.65 Yes Bank Term loan facilities (1) 62.17 Working Capital Facilities (demand loan) 130 (B) Sub Total for loans from Yes Bank 192.17 Grand Total (A+B) 535.82

In addition to the above, we may, from time to time, enter into further financing arrangements and draw down funds thereunder. We may also utilise the funds earmarked for prepayment of loans to repay such debt. (d) General Corporate Purposes We intend to deploy the balance Net Proceeds aggregating to Rs. [•], toward general corporate purposes, including but not restricted to meeting working capital requirements, strategic initiatives, entering into strategic alliances, partnerships, acquisitions and joint ventures, meeting exigencies which our company in the ordinbary course of business may face, repayment of debts, or any other purposes as approved by our board. Our management, in response to the industry norms, will have the discretion to revise its business plan from time to time and consequently our funding requirement and deployment of funds may also change. This may also include rescheduling the proposed utilization of Net Proceeds and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds. In case of a shortfall in the Net Proceeds of the Issue, our management may explore a range of options including utilizing our internal accruals or seeking debt from future lenders. Our management expects that such alternate arrangements would be available to fund any such shortfall. Issue Related Expenses The expenses of this Issue include, among others, underwriting and management fees, printing and distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses are as follows:

(Rs. in million) Activity Expenses*

Lead management fee and underwriting commissions [•] Advertising and Marketing expenses [•] Printing and stationery [•] Others (IPO Grading fees, Registrar’s fee, legal fee, etc.)

[•]

TOTAL [•] * Will be incorporated after finalisation of the Issue Price Interim use of funds Pending utilization for the purposes described above, we intend to invest the funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks, for the necessary duration or for reducing overdrafts. Our management, in accordance with the policies established by our Board of Directors from time to time, will have flexibility in deploying the Net Proceeds. Monitoring Utilization of Funds Our Board will monitor the utilization of the Net Proceeds. Our Company will disclose the details of the utilization of the Issue proceeds, including interim use, under a separate head in our financial statements fiscal 2008, fiscal 2009 and fiscal 2010, specifying the purpose for which such proceeds have been utilized or otherwise disclosed as per the disclosure requirements of our listing agreements with the Stock Exchanges and in particular Clause 49 of the Listing Agreement.

55

No part of the proceeds from the Issue will be paid by us as consideration to our Promoters, our Directors, Promoter Group entities or key managerial personnel, except in the normal course of our business.

56

BASIS FOR ISSUE PRICE The Issue Price will be determined by us in consultation with the BRLMs on the basis of assessment of market demand for the Equity Shares through the Book Building Process. The face value of the Equity Shares is Rs. 10 and the Issue Price is [•] times the face value at the lower end of the Price Band and [•] times the face value at the higher end of the Price Band. Investors should also refer to the sections “Risk Factors” and “Financial Statements” on page xiv and 163 respectively to get a more informed view before making an investment decision. Qualitative Factors For some of the qualitative factors, which form the basis for deciding the price refer to “Our Business - Strengths” on page 72 and “Risk Factors” on page xiv. Quantitative Factors Information presented in this section is derived from the Company’s restated financial statements prepared in accordance with Indian GAAP. Some of the quantitative factors, which form the basis for deciding the price, are as follows: 1. Earning Per Share (EPS)

Year Ended Diluted EPS (Rs.) (Based on weighted average of potential shares

of face value of Rs. 10 in that period)

Weight

March 31, 2005 March 31, 2006 March 31, 2007 Weighted Average

1.12 1.88 2.43

2.03

1 2 3

Note: (i) The Earning per Share has been computed on the basis of the adjusted profits and losses of

the respective years drawn after considering the impact of accounting policy changes and material adjustments but before adjustment of extra ordinary items of income.

(ii) The denominator considered for the purpose of calculating Earning Per Share is the weighted

average number of potential Equity Shares during the year arising from advance against equity.

(iii) EPS calculations have been made in accordance with the Accounting Standard-20 – “Earning per Share” issued by the Institute of Chartered Accountants of India.

2. Price Earning Ratio (P/E Ratio) in relation to the Issue Price of Rs. [•]

A. Based on the diluted EPS of Rs. 2.43 for Fiscal 2007, P/E based on the above EPS is [•] at the Floor Price and [•] at the Cap Price.

B. Based on the weighted average EPS of Rs. 2.03, the P/E Ratio is [•] at the Floor Price and [•] at the Cap Price.

3. Return on Net Worth

Year Ended RoNW(%) Weight March 31, 2005 March 31, 2006 March 31, 2007 Weighted Average

9.87 15.62 15.39

14.54

1 2 3

57

Minimum return on total net worth post-Issue to maintain pre-Issue EPS for fiscal year ended March 31, 2007 is [•].

Note: The RoNW has been computed by dividing Profit after Tax, as restated by, Net Worth.

4. Minimum RoNW required to maintain pre-Issue EPS

The minimum RoNW required to maintain pre-Issue EPS of Rs. [•] is [•]% at the Floor Price and [•]% at the Cap Price.

5. Net Asset Value (NAV)/Book Value per Equity Share

(i) NAV as at March 31, 2007 Rs. 18.11 per Equity Share (ii) NAV after Issue Rs. [●] per Equity Share (iii) Issue Price Rs. [●] per Equity Share

Issue Price per Equity Share will be determined on the conclusion of the Book Building Process.

NAV per equity share has been calculated as shareholders’ equity less miscellaneous expenses as divided by weighted average number of equity shares.

6. Comparison with other Listed Companies

We believe that none of the listed companies in India are exclusively engaged in the business of discovery and translational research services and enterprise informatics solutions. Hence, comparable data for peer group/industry has not been given.

The Issue Price of Rs. [●] per Equity Share has been determined by us in consultation with the BRLMs, on the basis of assessment of market demand of the offered securities by way of Book-Building Process and is justified based on the above accounting ratios.

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STATEMENT OF TAX BENEFITS The Board of Directors TCG Lifesciences Limited Block BN, Plot No. 7, Salt Lake Electronic Complex, Sector V, Kolkata 700091 We hereby report that the enclosed statement, prepared by TCG Lifesciences Limited (hereinafter referred to as the “Company”), states the possible tax benefits available to the Company and its members under the provisions of the Income Tax Act, 1961 and the Wealth Tax Act, 1957, presently in force in India. Several of these benefits are dependent on the Company or its members fulfilling the conditions prescribed under the relevant provisions of the respective tax laws. Hence, the ability of the Company or its members to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company may or may not choose to fulfill. The benefits discussed in the Annexure are not exhaustive and the preparation of the contents stated is the responsibility of the Company’s management. We are informed that this statement is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. We do not express any opinion or provide any assurance as to whether:- (i) the Company or its members will continue to obtain these benefits in future; or (ii) the conditions prescribed for availing the benefits, where applicable have been/ would be met The contents of the Annexures are based on the information, explanations and representations obtained from the Company and on the basis of the understanding of the business activities and operations of the Company and the interpretation of the current tax laws in force in India. This report is intended solely for your information and the content of the Annexure in entirety are also intended for its inclusion in the Offer Document in connection with the offering of Equity Shares of Rs. 10/- each pursuant to an Initial Public Offering in India under the Securities and Exchange Board of India (SEBI) (Disclosure and Investor Protection) Guidelines,2000, as amended. The report is not to be used, referred to or distributed for any other purpose without our prior written consent. S K Deb Partner Membership No. 13390 For and on behalf of PRICE WATERHOUSE & Co. Chartered Accountants Place: Kolkata Date: September 26, 2007

59

ANNEXURE

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS

SHAREHOLDERS UNDER THE INCOME -TAX ACT, 1961 AND OTHER DIRECT TAX LAWS PRESENTLY IN FORCE IN INDIA

TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS • This Statement sets out below the possible tax benefits available to the Company and to the

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

• This Statement sets out below the provisions of law in a summary manner only and is not a complete

analysis or listing of all potential tax consequences of the purchase, ownership and disposal of equity shares. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for a professional tax advice. In view of the individual nature of tax consequences and the changing tax laws, each investor is advised to consult his or her or their own tax consultant with respect to the specific tax implications arising out of their participation in the issue;

• In respect of non-residents, the tax rates and the consequent taxation, mentioned above shall be further

subject to any benefits available under the Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal domicile; and

• The stated benefits will be available only to the sole / first named holder in case the shares are held by

joint shareholders. I. Tax Benefits available to the Company under the Income-tax Act, 1961 (“IT Act”) The Company will be entitled to deduction under the sections mentioned hereunder from its total income chargeable to Income Tax. 1. By virtue of Section 10(34) and 10(35) of the IT Act, dividend income from domestic company and

units of specified mutual fund are exempt from tax in the hands of the Company. However it is pertinent to note that section 14A of the IT Act restricts claim for deduction of expenses incurred in relation to exempt income. Thus, any expense incurred to earn the dividend income is not an allowable expenditure.

2. Subject to fulfillment of conditions, the Company will be eligible, inter alia, for the following

specified deductions in computing its business income:-

(a) Section 35(1)(i) and (iv) of the IT Act, in respect of any revenue or capital expenditure incurred, other than expenditure on the acquisition of any land, on scientific research related to the business of the company.

(b) Subject to compliance with certain conditions laid down in Section 32 of the IT Act, the

Company will be entitled to deduction for depreciation:

(i) In respect of intangible assets in the nature of know-how, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature acquired on or after 1st day of April, 1998 at the rates prescribed under the Income Tax Rules.

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(ii) In respect of new machinery or plant which has been acquired and installed after 31st March,2005 for manufacturing facilities a further sum of 20% of the actual cost of such machinery or plant as additional deprecation in the year in which the new plant and machinery is first put to use.

3. Deduction u/s 10B of the IT Act on profits derived from exports by an EOU

Deduction under section 10B of the IT Act on profits derived from exports of articles and things from its Export Oriented Unit will be available to the company on fulfillment of certain conditions stipulated in the said section.

4. Deduction under section 80 IB of the IT Act

The Company has been approved by the Ministry of Science and Technology, Government of India, as a R&D Company under section 80IB(8A) of the IT Act. Deduction under the said section 80IB will be available from Assessment Year 2008-09 till 2010-11 (unless renewed) on fulfillment of the conditions stipulated in section 80IB of the IT Act read with rules 18D and 18DA of the Income Tax Rules, 1962.

5. Minimum Alternate Tax (MAT) and credit for the same

The Company would be required to pay tax on its book profits under the provisions of section 115JB in case where tax on its “total income” (the term defined under section 2(45) of the IT Act) is less than 10% of its book profit (the term defined under section 115JB of the IT Act). Such tax is referred to as Minimum Alternate Tax (MAT).

The difference between the MAT payable under section 115JB of the IT Act and the tax on its total income payable for that assessment year shall be allowed to be carried forward as “MAT credit” upto 7 assessment years succeeding the assessment year in which such MAT was paid. The MAT credit can be utilized to be set off against taxes payable on the total income in the subsequent assessment years.

II. Tax Benefits available to shareholders of the Company under the Income-tax Act, 1961 (“IT

Act”) A. Resident shareholders 1. Under section 10(32) of the IT Act, any income of minor children clubbed in the total income of the

parent under section 64(IA) of the IT Act, will be exempt from tax to the extent of Rs.1,500 per minor child whose income is so included.

2. Under Section 10(34) of the IT Act, income by way of dividend referred to in Section 115-O received

on the shares of the Company is exempt from income tax in the hands of shareholders. However it is pertinent to note that section 14A of the IT Act restricts claim for deduction of expenses incurred in relation to exempt income. Thus, any expenses incurred to earn the dividend income is not an allowable expenditure.

3. The characterization of the gains/ losses, arising from sale of shares, as capital gains or business

income would depend on the nature of holding in the hands of the member and various other factors. 4. (a) The long-term Capital Gains accruing to the members of the Company on sale of the

Company’s shares in a transaction entered into in a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction Tax, shall be exempt from tax as per provisions of Section 10(38).

(b) The short-term Capital Gains accruing to the members of the Company on sale of the

Company’s shares in a transaction entered into a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction Tax, tax will be chargeable @ 10% [plus applicable surcharge and education cess] as per provisions of Section 111A. . Further no deduction under Chapter VI-A would be allowed in computing such short term

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capital gains subjected to tax under section 111A. In other case, i.e. where the transaction is not subjected to STT, the short term capital gains would be chargeable as a part of the total income and the tax rates would depend on the income slab.

(c) As per the provisions of Section 112 of the IT Act, long term gains accruing to the members

of the Company from the transfer of shares of the Company being listed in recognized stock exchanges, otherwise than as mentioned in point 4(a) above, shall be charged to tax @ 10% [plus applicable surcharge and education cess] after deducting from the sale proceeds the cost of acquisition without indexation. However, the members claiming the benefit of indexation would be subjected to tax @ 20% plus applicable surcharge and education cess on the long term gains. Further no deduction under Chapter VI-A would be allowed in computing such long term capital gains subjected to tax under section 112.

(d) The members are entitled to claim exemption in respect of tax on long term capital gains

[other than those exempt under section 10(38) of the IT Act] under section 54EC of the IT Act, if the amount of capital gains is invested in certain specified bonds / securities subject to the fulfillment of the conditions specified therein. The maximum investment permissible on and after 01-04-2007 for the purposes of claiming the exemption in the above bonds by any person in a financial year is Rs. 5 million.

However, if the Member transfers or converts the notified bonds into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which such bonds are transferred or otherwise converted into money.

(e) Individuals or HUF members can avail exemption under section 54F by utilization of the

sales consideration arising from the sale of company’s share held for a period more than 12 months [which is not exempt under section 10(38)], for purchase / construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein.

5. Section 88E provides that where the total income of a person includes income chargeable under the

head “Profits and gains of business or profession” arising from purchase or sale of an equity share in a company entered into in a recognized stock exchange, i.e., from taxable securities transactions, he shall get rebate equal to the securities transaction tax paid by him in the course of his business. Such rebate is to be allowed from the amount of income tax in respect of such transactions calculated by applying average rate of income tax. Thus, where the income from purchase and sale of equity shares in a company is taxable as business income and not as capital gains, a rebate of STT paid is available to such person.

B. 1 Non-resident shareholders – other than Foreign Institutional Investors 1. Under section 10(32) of the IT Act, any income of minor children clubbed in the total income of the

parent under section 64(IA) of the IT Act, will be exempt from tax to the extent of Rs.1,500 per minor child whose income is so included.

2. Dividend (whether interim or final) declared, distributed or paid, under Section 115-O of the IT Act,

by the Company are exempt in the hands of shareholders as per the provisions of Section 10(34) of the IT Act. However it is pertinent to note that section 14A of the IT Act restricts claim for deduction of expenses incurred in relation to exempt income. Thus, any expenses incurred to earn the dividend income is not an allowable expenditure.

3. The characterization of the gains/ losses, arising from sale of shares, as capital gains or business

income would depend on the nature of holding in the hands of the member and various other factors. 4. The long-term Capital Gains accruing to the members of the Company, being a non-resident, on sale

of the Company’s shares in a transaction entered into in a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction Tax, shall be exempt from tax as per provisions of Section 10(38).

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5. The short-term Capital Gains accruing to the members of the Company on sale of the Company’s

shares in a transaction entered into a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction Tax, tax will be chargeable @ 10% [plus applicable surcharge and education cess] as per provisions of Section 111A. . Further no deduction under Chapter VI-A would be allowed in computing such short term capital gains subjected to tax under section 111A.In other case, i.e. where the transaction is not subjected to STT, the short term capital gains would be chargeable as a part of the total income and the tax rate would depend on the income slab. Further no deduction under Chapter VI-A would be allowed in computing such short term capital gains subjected to tax under section 111A.

6. As per the provisions of Section 112 of the IT Act, long term gains accruing to the members of the

Company, being non-residents, from the transfer of shares of the Company being listed in recognized stock exchanges, otherwise than as mentioned in point 4 above, shall be charged to tax @ 20% [plus applicable surcharge and education cess] after deducting from the sale proceeds the cost of acquisition. Such non resident Members are allowed to adjust the cost of acquisition by the amount of foreign exchange rate fluctuations in computing long term capital gains. Further no deduction under Chapter VI-A would be allowed in computing such long term capital gains subjected to tax under section 112.

7. Under the provisions of Section 90(2) of the IT Act, if the provisions of the Double Taxation

Avoidance Agreement (DTAA) between India and the country of residence of the non-resident are more beneficial, then the provisions of the DTAA shall be applicable.

8. The members are entitled to claim exemption in respect of tax on long term capital gains [other than

those exempt under section 10(38) of the IT Act] under section 54EC of the IT Act, if the amount of capital gains is invested in certain specified bonds / securities subject to the fulfillment of the conditions specified therein. The maximum investment permissible for the purposes of claiming the exemption in the above bonds by any person in a financial year is Rs. 5 million.

However, if the Member transfers or converts the notified bonds into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which such bonds are transferred or otherwise converted into money.

9. Individuals members can avail exemption under section 54F by utilization of the sales consideration

arising from the sale of company’s share held for a period more than 12 months [which is not exempt under section 10(38)], for purchase / construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein.

10 Non Resident Indians (as defined in Section 115C (e) of the IT Act) being shareholders of an Indian

Company, have the option of being governed by the provisions of Chapter XII-A of the IT Act, which inter alia entitles them to the following benefits in respect of income from shares of an Indian Company acquired, purchased or subscribed to in convertible foreign exchange.

As per the provisions of Section 115E of the IT Act, and subject to the conditions specified

therein, long term capital gains arising on the transfer of company’s shares will be charged to income tax @ 10% (plus applicable surcharge and education cess) [in case it is not covered under section 10(38)]. In computing the above gains the benefit of indexation is not allowed, however the non residents have been provided with a protection against foreign exchange fluctuation under the first proviso to section 48 of the IT Act. The above mentioned rate is however subjected to any beneficial rate available as per the DTAA entered with the country of residence of such NRI.

As per the provisions of Section 115F of the IT Act and subject to the fulfillment of the

conditions specified therein, the Long Term Capital Gains [not covered under section 10(38)] arising on the transfer of Company’s shares shall be exempted from income tax entirely / proportionately if all or a portion of the net consideration is invested within 6 months of the date of transfer in specified asset as defined in section 115C(f) or any savings certificates referred to in section 10(4B) of the IT Act. The amount so exempted shall, however, be

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chargeable to tax as long term capital gains under the provisions of section 115F(2) if the specified assets are transferred or converted in to money within 3 years from the date of acquisition as specified in the said section.

As per the provisions of Section 115G of the IT Act, Non-Resident Indians are not obliged to

file a return of income under Section 139(1) of the IT Act, if their only source of income is income from investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the IT Act.

Under Section 115H of the IT Act, where the Non-Resident Indian becomes assessable as a

resident in India, he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year under Section 139 of the IT Act to the effect that the provisions of Chapter XII A shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are converted into money.

As per the provisions of Section 115-I of the IT Act, a Non-Resident Indian may elect not to

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

B. 2 Non-resident shareholders –Foreign Institutional Investors 1. Under Section 10(34) of the IT Act, income by way of dividend referred to in Section 115-O received

on the shares of the Company is exempt from income tax in the hands of shareholders. However it is pertinent to note that section 14A of the IT Act restricts claim for deduction of expenses incurred in relation to exempt income.

2. The characterization of the gains/ losses, arising from sale of shares, as capital gains or business

income would depend on the nature of holding in the hands of the member and various other factors. 3. (a) The long-term Capital Gains accruing to the members of the Company on sale of the

Company’s shares in a transaction entered into in a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction Tax, shall be exempt from tax as per provisions of Section 10(38).

(b) The short-term Capital Gains accruing to the members of the Company on sale of the

Company’s shares in a transaction entered into a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction Tax, tax will be chargeable @ 10% [plus applicable surcharge and education cess] as per provisions of Section 111A. In other case, i.e. where the transaction is not subjected to STT, as per the provisions of section 115AD of the IT Act, the short term capital gains would be chargeable to tax @ 30% [plus applicable surcharge and education cess].

(c) As per the provisions of Section 115AD of the IT Act, long term gains accruing to the

members of the Company from the transfer of shares of the Company being listed in recognized stock exchanges and purchased in foreign currency, otherwise than as mentioned in point 3(a) above, shall be charged to tax @ 10% [plus applicable surcharge and education cess]. The benefit of indexation and the adjustment with respect to fluctuation in foreign exchange rate would not be allowed to such Members.

(d) The members are entitled to claim exemption in respect of tax on long term capital gains

under section 54EC of the IT Act, if the amount of capital gains is invested in certain specified bonds / securities subject to the fulfillment of the conditions specified therein. The maximum investment permissible for the purposes of claiming the exemption in the above bonds by any person in a financial year is Rs. 5 million.

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However, if the Member transfers or converts the notified bonds into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which such bonds are transferred or otherwise converted into money.

4. Under the provisions of Section 90(2) of the IT Act, if the provisions of the Double Taxation

Avoidance Agreement (DTAA) between India and the country of residence of the non-resident are more beneficial, then the provisions of the DTAA shall be applicable.

III. Tax Benefits available to the shareholders under the Wealth-Tax Act, 1957 Shares of company held by the shareholder will not be treated as an asset within the meaning of section 2(ea) of Wealth Tax Act, 1957. Hence no Wealth Tax will be payable on the market value of shares of the Company held by the shareholder of the Company.

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SECTION IV: ABOUT THE COMPANY

INDUSTRY OVERVIEW R&D expenditure for the U.S. pharmaceutical industry grew from $29 billion in 2001 to $38 billion in 2004, according to Kalorama Information. The projected internal (not outsourced) growth rate of R&D spending by the U.S. pharmaceutical industry between 2004 and 2009 is expected to remain in the 5% to 6% range whereas R&D outsourcing is expected to grow at three times that rate over the same period. Total R&D expenditure is projected to reach $58 billion in 2009. The 40 largest pharmaceutical companies account for two-thirds of industry R&D spending; the top five account for 25% of the total. Drug R&D Process Drug R&D is the process of creating treatments for human disease. During the early steps of the drug discovery process scientists identify a promising target, such as a protein that plays a key role in a particular disease. This phase is primarily biology-focused. The role of chemistry in discovery is the creation of safe and effective drug candidates to address those targets. After a target is identified, multi-disciplinary teams of scientists then evaluate thousands of potential drug compounds against the target. Chemists, pharmacologists and biologists apply various methodologies to increase disease-fighting activity and minimize undesirable side effects in humans. A few hundred promising drug candidates will emerge from drug discovery. However, most will not be approved for testing in humans. The drug development process involves the testing of drug candidates for safety and efficacy in animals and humans. Below is a depiction of the major steps in the drug R&D process. Drug Discovery Target Discovery: The human genome revolution has been the main driver of the target-based paradigm over the last decade. Prior to this, drug discovery broadly followed a physiology-based approach. Under this methodology the drug or disease target, a gene or protein that relates to a particular disease, is deduced from specific properties of its potential drug candidates rather than the other way around. Target discovery involves identification of the mechanism of a disease, i.e. the mutation(s) it causes in a gene or, as in the case of most diseases, multiple genes. Target discovery is complicated by the size and variation of the human genome, the complete set of human genes. Once disease targets are identified they are then evaluated for “drugability” based on a long list of parameters such as accessibility and potential for resistance. Target discovery typically entails the translational research disciplines called genomics and proteomics. Target Validation: A demonstration that a drug target is critically involved in a disease process and that its modulation is likely to have a therapeutic effect. Validation utilizes transgenic animals in which certain disease-related genes have been removed or added and, more importantly, existing clinical data and specimens gathered during trials of first-generation drugs against the same target. Target validation may also employ an antisense approach whereby structurally similar molecules of an identified disease target, known as oligonucleotides, are created and tested for their effectiveness in inhibiting the target. Lead Discovery

Assay Development: Once the disease target is identified, biologists develop initial laboratory tests called primary assays capable of cost-effectively screening a large number of potential drug compounds or candidates automatically against the target as well as secondary assays, developed in animals. Compound Library Creation: Chemists design a large collection of compounds called a library to screen against the primary assay as a starting point to identifying potential drug candidates for the disease target. These compounds are synthetically created over multiple chemical steps from a small amount of starting material.

Drug Discovery Drug Development

Phase II Clinical Trials

Phase III Clinical Trials

Target Discovery

Lead Discovery

Lead Optimization

Pre-Clinical Development

Phase I Clinical Trials

Commercialization, Marketing & Sales, Phase IV Post- Marketing Surveillance

Target Validation

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Screening: Compound libraries are then screened against primary assays to identify “hits” against the disease target; subsequent screens confirm these hits and identify potential drug candidates, known as “leads”. Lead Optimization: A multi-disciplinary, multi-approach, and frequently protracted process of refining the chemical structure of leads. Lead optimization is a cyclical process of synthesis and screening for “druglikeness” of analogs or compounds structurally-related to a lead. Druglikeness is determined across a number of characteristics but key data evaluated is known as the structure-activity relationship. The end goal of lead optimization is the generation of drug candidates for pre-clinical development. The precise structural refinements made to the chemical structures of leads in order to optimize them are often the result of informed decisions made by medicinal chemists based on their ability and experience. Drug Development Pre-clinical Development: The exhaustive evaluation, through both laboratory and animal experimentation, of pre-clinical drug candidates for safety and therapeutic effect. Drug candidates are tested across a wide range of doses and chemical formulation. Tests fall into two broad categories 1) examining the effect of drug candidates in the body (DMPK and toxicology studies); and 2) examining the manner in which the body processes the drug (ADME studies). The end goal of this testing, which may take a number of years, is the compilation and filing of pre-clinical data with the relevant regulatory body in order to receive approval for proposed studies of a drug candidate in humans. Safety and efficacy testing are complemented by chemistry tests establishing the candidates’ purity, stability and shelf life and studies exploring possible dosing, packaging and formulation, i.e. pill, inhaler or injection. Clinical Trials: Drug candidates approved by the relevant regulatory body are typically referred to as investigational drugs. Investigational drugs proceed to clinical trials. Broadly clinical trials are studies in humans to determine the safety and efficacy of potential drug candidates. The major phases in clinical trials are described below.

Phase I: The primary goal of Phase I studies is establishing the safety and best dosage for the next phase. The dosage range is determined by data such as maximum tolerated dose gathered in pre-clinical animal studies. In these studies 20 to 100 healthy volunteers (source: PhRMA) each receive a series of single doses of the investigational drug. Phase II: The goal of these studies is to obtain some preliminary data on the efficacy of the drug for a particular indication in patients with the disease and determine common short-term side effects and risks associated with the drug. The studies are divided into phase 2a (pilot) and 2b (well-controlled) trials to evaluate efficacy and safety in select populations who have the condition to be treated, diagnosed, or prevented. These trials are conducted over 100 to 500 patients (source: PhRMA). Phase IIIa: These studies are expanded, controlled, and uncontrolled trials. They provide additional information about safety and effectiveness needed to evaluate the overall benefit-risk relationship of the drug. These studies usually include one to five thousand people (source: PhRMA). Submission and approval for marketing of one drug generally follows this phase. Phase IIIb/IV: These studies are conducted after a drug has been approved and marketed, either at the behest of the governing regulatory body or by the drug company itself. These studies usually enroll several hundred to several thousand patients. They provide additional details about the product’s long term safety and efficacy, including detecting and defining previously unknown or inadequately quantified adverse reactions, they may be used to evaluate formulations, dosages, durations of treatment, medicine interactions and other indications or to improve product usage or quality. Commercialization: Before a drug is approved, the manufacturing procedures and operations must be made to conform to a set of globally accepted standards known as current good manufacturing practices (cGMPs), published by the International Conference on Harmonization (ICH), and any other country-specific manufacturing guidelines. Manufacturing, marketing and sale of the drug can only begin upon approval. Manufacturing

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Manufacturing covers clinical quantities of investigational drugs or manufacturing, marketing and sales of commercial quantities of approved drugs. Manufacturing procedures and operations must be in compliance with all applicable regulations at all times during the manufacture of commercial drugs and what are known as active pharmaceutical ingredients (APIs) of approved drugs. Also included under manufacturing activities is secondary manufacturing of formulations, dosage forms and packaging, either in clinical or commercial quantities. Pharmaceutical R&D Outsourcing Global Market Segmentation and Size According to PhRMA, it costs over $800 million and takes 10 to 15 years to develop one new drug. The high cost and timelines involved in getting a drug to market, coupled with the pressure to continually develop new molecules as pharmaceutical companies’ billion dollar portfolios of “block buster” molecules go off-patent and become subject to competition from generic versions, fuel the growth of R&D outsourcing. Globally, life sciences companies are increasingly outsourcing all aspects of R&D, from drug discovery and development to manufacturing to marketing and sales. According to Kalorama Information, while the projected internal growth rate of U.S. pharmaceutical R&D expenditures between 2004 and 2009 is 5% to 6%, R&D outsourcing is expected to grow at three times that rate. The actual global pharmaceutical R&D expenditures, total R&D outsourcing and segmentation of R&D outsourcing by spending on drug discovery and on clinical trials services for 2005 and the corresponding estimates for 2009 are given in the table below.

(U.S. Dollars in Billions) Total R&D Expenditures Outsourced R&D Expenditures Drug Discovery Outsourcing Clinical Trials Services Outsourcing

2005

40

13 4 9

% of Total R&D

100%

33%

10%

23%

2009

58

24

7

17

% of Total R&D

100%

41%

12%

29%

CAGR (2005-2009)

10%

17%

15%

17%

(Source: Kalorama Information)

According to Frost and Sullivan, 90% of drugs have revenues of less than $180 million. Thus, few pharmaceutical companies can justify huge in-house R&D investments. The following depiction of the entire pharmaceutical R&D value chain highlights the lengthy timelines and the large numbers of compounds that must be evaluated in order to produce one successful drug, underscoring the need for a timely, cost-effective, scalable, and flexible process.

(Adapted from PhRMA) 5 Years 1.5 Years 6 Years 2 Years 2 Years Average Time in Stage

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Key Drivers of Global Pharmaceutical R&D Outsourcing Reduced Time to Market: Outsourcing provides advantages such as parallel processing of drug discovery research projects, rapid addition of drug discovery or development capacity, resources, expertise and new technology, and faster recruitment of patients for clinical trials due to outsourcing companies’ access to specialized patient populations. Need for Cost-Effective R&D Process: The cost pressures on pharmaceutical companies drive them to find outsourcing partners located in countries like India, where labor is relatively inexpensive. Scalability/ Flexibility Offered by Outsourcing: Outsourcing allows pharmaceutical companies to better manage the evaluation of compounds in the drug discovery phase. Particularly given the manifold increase in the numbers of compounds brought about by new technologies and the high attrition rate of compounds (see diagram above), pharmaceutical companies avoid inadequate or excess capacity issues through outsourcing. Moreover, outsourcing enables pharmaceutical companies to focus on high priority research programs or design more flexible research programs. Growing Biotechnology Sector: Biotechnology companies outsource drug discovery because they often lack the means for the capital-intensive investment on in-house discovery capabilities or wish to avoid tying up funds in this way. They outsource drug development because management at biotechnology firms typically have little experience in preparing regulatory submissions, interacting with global regulatory agencies, designing and managing increasingly complex international clinical trials, or producing investigational drug supplies for clinical trials under good manufacturing practices (GMPs). Proven Track Record: Drug outsourcing companies have earned a reputation with clients for high quality research, compliance with international regulatory standards, and speed to project completion, which encourages repeat business and new collaboration models. Key Drivers of Pharmaceutical R&D Outsourcing to India India has become a major destination for pharmaceutical R&D outsourcing. Historically, India has offered a significant cost advantage and skilled personnel. However, as pharmaceutical companies outsource more and more R&D functions, outsourcing to India is increasingly seen as a strategic move to garner quality and value, rather than just a tactical one to lower costs. Availability of Skilled Resources: India possesses a critical mass of highly skilled English speaking scientists with demonstrated expertise in areas such drug discovery chemistry; a labor force that is continuously growing due to the high number of PhDs who graduate from top institutions each year. Lower Labor Costs: According to Frost and Sullivan, it is generally believed that India can provide a cost advantage ranging from one-sixth to one third the cost of drug development in Western countries. Strong Infrastructure: India has cutting-edge technology and IT expertise; in support of clinical trials it has approximately 20,000 doctors graduating each year and 70,000 hospitals (source: Frost and Sullivan), a growing resource pool of investigators with training in conducting global clinical trials as well as ethics committees dedicated to meeting international GCP standards. Increasingly Favorable Regulatory Environment: India’s entry into the World Trade Organization and subsequent reforms in intellectual property laws encourages the growth of domestic R&D. Ease of Patient Recruitment: The accessibility of large numbers of substantially medication-free patients in major Indian urban centers facilitates patient recruitment. According to Kalorama Information, it takes five months on average for a clinical trial to start up in India versus nine months in China. Moreover, the patient dropout rate is only 10% in Indian clinical trials.

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Unique Research Opportunities: India’s diverse gene pool coupled with a good representation in a wide range of diseases, offers unique opportunities for clinical trials and also discovery research as part of what is called translational medicine. Emergence of Translational Medicine Not only are pharmaceutical companies feeling the pressure to lower R&D costs through outsourcing but they must also overcome fundamental issues with the R&D process. While pharmaceutical R&D expenditure has been increasing at a steady rate, the number of new molecular entities submitted to the U.S. Food and Drug Agency (FDA) has shown a gradual decline. According to Frost and Sullivan, the number dropped from 50 during 1995 to 33 in 2004. In addition, there have been a number of high profile recalls in recent years. Decreased R&D productivity is attributed, in part, to the “compartmentalization” of the various phases of the process. Conventionally, fundamental research has been alienated from the clinical practice of medicine by a series of hurdles. New drugs were developed in the laboratory, independent of safety and clinical testing on humans. Recognizing the limitations of the traditional approach, the pharmaceutical industry is increasingly moving towards a new method. Translational medicine is an approach to drug discovery and development which goes from “bench to bedside”, whereby theories emerging from laboratory and animal experimentation are tested on disease-affected human subjects, and from “bedside to bench”, whereby information obtained from preliminary human experimentation can be used to refine understanding of the biological principles underpinning the variation in human disease. The advent of technology capable of decoding the human genome has enabled translational medicine. Under this approach, life sciences organizations seek to identify drug or disease targets as well as biomarkers, changes in genes or protein states or functions caused by a disease, by analyzing the clinical information of patients with the disease. Compounds are then designed that target these identified genes or proteins and subsequently developed into drugs with greater success than the traditional approach. Another advantage of translational medicine is patient specimens and data collected in the clinic may be re-used in further discovery research. Trends Associated with Translational Medicine Integration of R&D Domains & Data: The traditionally separate basic science and clinical research domains are integrating across resources, expertise, organizational structure, etc. and experimental and clinical data is becoming increasingly accessible enterprise-wide and externally. Development of Biobanks: Large-scale repositories known as biobanks, capable of long-term collection, storage and dissemination of specimens and related data are on the rise. The experimental and clinical data generated from stored specimens is expected to serve as the R&D basis for tomorrow's drugs and medical treatments. Development of Patient Registries for Discovery Research Purposes: Patient registries have been in usage as tools for post-marketing surveillance of drug safety and efficacy; however, they will increasingly be used to capture diseased patient data specifically for discovery research purposes. Increasing Regulatory Complexity: As the industry capitalizes on the benefits of long term storage and re-use of patient data and specimens, there is more potential for abuses of patient privacy, i.e., a patient sample may be used for an unforeseen purpose many years after the original trial. Consequently, regulatory bodies are expected to continue tightening the rules around consent. The adoption of the translational approach is evident in collaborative efforts between top multinational drug companies, basic research academic institutions and clinical patient treatment centers. In addition, government agencies that sponsor health-related R&D, like the U.S. National Institutes of Health, are dedicating significant resources to promoting translational medicine. Most of the current partnerships are in the West but pharmaceutical companies continue to expand both their R&D outsourcing and collaborative efforts globally. Enterprise Informatics Solutions Market

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Key Enterprise Informatics Market Drivers According to industry analyst Atrium Research, 49% of users would like to purchase all software from one vendor. Companies are beginning to view the need to have an informatics strategy that includes LIMS and ELN on the research side of the R&D process as well as LIMS and EDC on the development side. This convergence, shown pictorially below, is driving the future of the enterprise informatics market

(Source: Atrium Research, 2006)

Manifold Increase in Data: The amount of clinical and laboratory data generated is increasing, driven by new translational medicine disciplines and technologies, the larger numbers of compounds in drug companies’ pipelines, and the increasing size of clinical trials. The requirement for the management, especially integration and reusability, of this data drives the enterprise informatics market. Increased Regulatory Scrutiny: The need for stricter patient privacy laws under the emerging translational medicine environment and public concern brought about by high-profile recalls puts pressure on drug companies to better document the entire R&D process, i.e., track all samples, specimens, clinical data, etc. Need For Reduced Time-To-Market: Enterprise informatics enables timely sharing of knowledge internally and externally, especially given the increased prevalence of scientific collaboration through outsourcing and under the translational approach. Improved Productivity of EDC: Electronic data entry and management enables increased productivity, improved data quality over manual, paper intensive processes. EDC permits more thorough and homogeneous data collection and automated data validation. Increased Regulatory Acceptance of EDC Submissions: The FDA’s Critical Path Initiative encourages electronic submissions as a way ahead to cutting down the current drug approval times. Need for Replacement of Legacy LIMS: Drug companies need to find cost-effective, next-generation alternatives to their legacy systems in the LIMS market. Market Segmentation & Size The convergence of traditionally separate R&D domains is accomplished, in large part, by the worldwide convergence or integration of IT systems supporting the enterprise data and information management of life

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sciences R&D. Enterprise informatics solutions encompass four segments of this global market. The first segment is traditional LIMS, which is software used for the management of laboratory samples, laboratory users, instruments, regulatory compliance, and workflow automation. LIMS span drug discovery and development as well as crossing multiple industries, from life sciences to food and beverage to petrochemical. CDMS or EDC solutions for the management of patient data gathered during clinical trials constitute the second segment. The third segment consists of ELN applications that provide automated documentation of intellectual capital generated during laboratory experiments. The fourth segment consists of biobanking solutions. However, the biobanking market is new, driven by the advent of the translational medicine approach, and no size or growth metrics are available. According to Frost & Sullivan, the U.S. product license and professional services revenue from ELN applications, both out-of-the-box and customized solutions, is expected to grow from roughly $30.0 million in 2004 to $89.2 million in 2008, which corresponds to a CAGR of 31.3%. Given below are metrics for actual product license and professional services revenue in 2004 & estimated revenue in 2011 for the U.S. LIMS market and the global EDC market.

(U.S. Dollars in Millions)

Segment U.S. LIMS Market Global CDMS/ EDC Market

2004

203.5

156.5

2011

356.8

439.5

CAGR

8.4%

15.9%

(Source: Frost and Sullivan)

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OUR BUSINESS

Overview We are one of the leading life sciences research services and informatics organization based out of India. We have operations in India, United Kingdom and U.S.A. Our business is structured to enable a translational medicine approach delivering fully integrated end-to-end discovery and development solutions to the global life sciences industry which includes many large and mid-market global pharmaceutical and biotechnology companies. Our solution offerings are in the following areas: i) discovery research, ii) translational research and clinical development and iii) enterprise informatics. The services of translational research and clinical development are provided by Clininvent Research Private Limited and product solutions of informatics are provided by LabVantage Solutions Inc, both entities being wholly owned subsidiaries of the Company. The nature of our relationships with our customers and collaboration partners span specific solutions or sourcing services, to integrated projects across multiple domains, to complete translational programs that span the enterprise or product development life cycle leveraging the capabilities of all of the above businesses. The Company was originally incorporated as Chembiotek Research Private Limited on August 3, 1998 and is promoted by Dr. Purnendu Chatterjee and TCG Lifesciences Mauritius Limited. The name of the Company was later changed to TCG Lifesciences Limited on September 17, 2007. On July 2, 2007, the Company acquired the entire equity capital of Clininvent Research Private Limited from TCG Lifesciences Mauritius Limited. On July 2, 2007, the Company acquired the entire equity capital of Xtec International (Mauritius) Limited, from Chatterjee Fund Management LP. LabVantage Solutions Inc is a wholly owned subsidiary of Xtec International (Mauritius) Limited. In fiscal 2007, through Chembiotek, we provided services to 45 global pharmaceutical and biotechnology companies. Currently our clients include 15 of the top 20 pharmaceutical companies in the world in 2006 as per Pharmaceutical Executive3 on the basis of prescription drug sale. We have received recognitions and awards from our customers and independent industry consultants for our services and product. We have an arrangement with the Institute of Molecular Medicine (founded by one of our Promoters), whereby we get access to The Center for Genomics Applications, a facility for genomics and proteomics research located in New Delhi. As of August 23, 2007, we along with our subsidiaries had 857 employees, including 772 scientists and other technical staff out of which 74 held PhDs. Our facilities are located at Kolkata, Mumbai, New Delhi, Pune, New Jersey, USA and High Wycombe, United Kingdom. Our total income increased from Rs 209.2 million in fiscal 2005 to Rs 513.3 million in fiscal 2007, representing a three-year CAGR of 57%. Our profit before deferred tax increased from Rs. 16.9 million in fiscal 2005 to Rs. 78.5 million in fiscal 2007, representing a three-year CAGR of 115%. Profit after current tax margins improved from 8.1% in fiscal 2005 to 15.3 % in fiscal 2007. Our strengths

We believe that the following are our primary competitive strengths: Existing relationships with various global pharmaceutical and biotechnology companies We have obtained repeat orders from several of our customers for our services and solutions. Through Chembiotek, we provided services to 45 global pharmaceutical and biotechnology companies. Our customers comprise of 15 of the top 20 global pharmaceutical companies in the world in 2006 as per

3 Pharmaceutical Executive is the publication of Advanstar Communications Inc, All Rights Reserved.

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Pharmaceutical Executive4 on the basis of prescription drug sale. We have successfully expanded our service and product offerings to fulfill our customers changing and growing needs. We believe we have the ability to address the varied and expanding requirements of our customers. We believe that these relationships will continue to grow and foster. We believe we are able to provide our customers with dedicated resources including products, facilities, scientists and informatics professionals to address the specific needs of such customers at competitive costs. Synergy between business units to enable the translational medicine approach for drug discovery. The synergetic combination of our business units enable us to be a “one stop shop” to provide drug discovery and research services to global pharmaceutical and biotechnology companies. Our subsidiaries Clininvent and LabVantage provide expertise in the field of translational research and information management. Through Clininvent we have access to The Centre for Genomic Applications, one of India’s largest facilities for research in the translational disciplines of genomic and proteomics. Thus, we have the ability to deliver contract research services in the areas of genomics, proteomics and discovery trials in India. LabVantage solutions have received the Frost and Sullivan award for Business Development Strategy Leadership in 2005 and for product innovation in 2004. LabVantage’s SAPPHIRE, a laboratory information management system, is tailored to manage an organization’s laboratory information, thereby enabling it to optimize productivity, reduce costs and more effectively share knowledge which is critical to a translational medicine approach. Through the synergies of our Chembiotek, Clininvent and LabVantage businesses, we can collaborate with various institutions that may seek to outsource translational medicine programs. Capabilities in chemistry and integrated discovery services We have capabilities in the areas of medicinal chemistry, molecular modeling and molecular biology services including assay development, screening and the generation of biological reagents such as cell lines and proteins. We also provide chemistry services in the areas of asymmetric synthesis, combinatorial chemistry, custom synthesis and natural product chemistry. We believe we are one of the few contract research organisations in India with combinatorial chemistry capabilities and the ability to provide a combination of chemistry and biological services. We were awarded the best discovery chemistry CRO in Asia in the year 2006 by one of the largest pharmaceutical companies in the world.

Qualified pool of professionals and facilities equipped with the latest technologies We believe that a motivated and empowered employee base is important for our competitive advantage. As on August 23, 2007 we had 857 scientists and technical professionals of which approximately 75% hold masters degrees and Ph.D’s and 24% hold bachelors degrees. We believe that the number of Ph.Ds including scientists trained at universities and companies adds to our competitive strength. Our scientific leadership team comprises professionals with a track record of leading successful research programs and collaborations at the highest level in their specific domains. The skills and diversity of our employees give us the flexibility to best adapt to the needs of our customers across our diversified portfolio. Our personnel policies are aimed towards recruiting talented employees and facilitaing their integration into our organisation and encouraging the development of their skills and expertise.

We commenced chemistry operations in Kolkata in 2001. We began expanding our activities to include biological research and molecular modeling capabilities. We commenced our operations at International Biotech Park, Pune in 2005.We have facilities for clinical trial and data management in Kolkata and Pune. We believe our research facilities are equipped with the latest instruments. Strong advisory board and an experienced promoter We have an advisory board which comprises eminent scientists and business strategists internationally recognized in their fields of expertise.

4 Pharmaceutical Executive is the publication of Advanstar Communications Inc, All Rights Reserved.

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Our promoter, Dr. Purnendu Chatterjee, has vast experience both as a strategic investor and as a principal sponsor investing in knowledge intensive industries such as information technology, information technology enabled services and life sciences.

Advantages of doing business in India We perform most of our business in India. We are strategically positioned to benefit from the advantages that we believe make India an attractive pharmaceutical outsourcing destination such as lower cost of labour, improving infrastructure and a large talent pool of trained personnel. Business Strategy We seek to further expand and integrate our portfolio of services and product across discovery research, translational research and clinical development and informatics. Our objective is to become the preferred provider of drug discovery and developement solutions in the global outsourcing industry. To this end, we are pursuing the following strategies:

Expand our customer base as well as offer additional solutions to existing customers.

We intend to continue diversifying our range of service and products offerings in order to increase business from our existing customers and acquire new customers. We believe these customers have large research and development budgets and potentially a large part of the research and development efforts may be offshored to countries like India. Since inception, we have expanded our service offerings across the drug discovery and development value chain to keep pace with our customers’ changing needs. We intend to continue to expand our service capabilities to offer newer services and to leverage our existing customer base to achieve a “one stop shop” for research services in the field of life sciences. We are also looking to attract new customers through references from existing customers. Focused translational research programs in select therapeutic areas Through our subsidiary Clininvent, we are developing translational research programs in select therapeutic areas, primarily cardiovascular, oncological, inflammatory and infectious diseases. These disease areas have been selected by us on the basis of their attractiveness in terms of scientific challenge, ability to source samples, and likelihood of funding by multilateral agencies on account of alignment with their research focus. We believe that focus in such areas will benefit us in the future. Attract, train and retain teams across research domains We place emphasis on attracting and retaining skilled employees, including scientists. We plan on continuing to recruit from academic institutions in India and abroad. We intend to continue to enhance our senior scientific talent pool through lateral recruitment of experienced professionals from industry and academia. We shall continue to provide research infrastructure and in-house access to an extensive knowledge base including, journals, books and electronic databases to ensure our scientists are equipped to participate in research and development programs. We organize various training programs to continuously upgrade the knowledge and skills of our employees to cater to our business goals. Our training model consists of a variety of programs ranging from general induction programs to senior level management trainings.

Develop new skills and technologies in order to expand our service offerings We aim to provide a comprehensive suite of services and solutions to our customers. To this end, we continue to upgrade our skill sets and embrace new technologies. For example, our chemistry team is in the process of developing an in-house capability for synthesizing radio labelled compounds and first-in-man GMP compounds. Our informatics group is in the process of building product enhancements including electronic laboratory notebook and clinical data management applications as modular extensions of

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LabVantage’s SAPPHIRE suite to enhance our offerings and to provide a more comprehensive range of services. Expand research facilities and infrastructure We plan to expand our research facilities and infrastructure to enhance our ability to execute large, end to end projects for our customers and to ensure enhanced coverage of the discovery and development space through our suite of services. During fiscal 2007, we have added research facilities at Pune and during first half of the current financial year, we have added chemistry facilities and molecular biology and pharmacology facilities at Kolkata. We are planning to further expand our research facilities at Pune and Kolkata. Participate in collaborative intellectual property creation With drug discovery expertise and experience and existing relationships with global pharmaceutical and biotechnology companies and research institutions, we aim to participate in collaborative intellectual property creation and we may even be required to infuse further capital for such ventures. We aim to build a portfolio of intellectual property in collaboration with such collaborators. OUR SERVICES AND SOLUTIONS Our services and solutions portfolios span the drug discovery and development process and address the translational medicine approach shown diagrammatically below.

Lead Discovery

Lead Discovery

Lead Optimization

Lead Optimization

Pre-clinical DevelopmentPre-clinical

DevelopmentClinical

developmentClinical

developmentPatient

registries & Bio-banking

Patient registries & Bio-banking

Target Discovery & Validation

Target Discovery & Validation

TRANSLATIONAL RESEARCH

DISCOVERY RESEARCH CLINICAL DEVELOPMENT

ENTERPRISE INFORMATICS To achieve the above, we are organized into three different entities: • Chembiotek - provides discovery research services. Our discovery chemistry services platform

addresses needs of the pharmaceutical and biotechnology industries through offerings in medicinal, combinatorial, custom synthesis, natural products and chemistry services. Our biology operations support our customers’ needs by utilizing molecular biology, pharmacology and molecular modeling capabilities.

• Clininvent Research Private Limited - provides translational research and clinical development

services. Our translational research capabilities include clinical and genomics and proteomics with focus on critical disease areas of cardiovascular, infectious diseases, oncological, and inflammatory diseases. Our clinical development platform leverages India’s network of clinics and hospitals and large number of patients across most disease areas, including those who have not been exposed to modern therapeutic treatments.

• LabVantage Solutions, Inc – provides enterprise informatics solutions utilizing its Sapphire™

LIMS platform, the leading thin-client enterprise laboratory informatics software to address the needs of the industry across discovery, development, manufacturing and marketing organization of its customers.

Discovery Research

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We assist companies in the discovery of new drug candidates, including new chemical entities or NCEs through our expertise in medicinal chemistry. We have in the past discovered many NCEs for our clients. The discovery of NCEs through medicinal chemistry requires an integration of four core disciplines, that is: (i) molecular modeling; (ii) chemistry; (iii) molecular biology; and (iv) ADME, in-vivo pharmacology and toxicology.

In addition to the above, we also provide research services in the following separate fields: • Molecular modeling services • Chemistry services • Molecular biology services • ADME and pharmacokinetic services • In-vivo pharmacology services • Toxicology services

We started our discovery research operations in the field of chemistry in the year 2001. Over the past six years, we have added research capabilities to cover the drug discovery domain comprehensively. We employ 631 scientists in discovery research (as of August 31, 2007) including 68 PhDs. at our Kolkata and Pune locations. We were named the ‘Best discovery chemistry CRO in Asia-2006’ by one of the world’s largest pharmaceutical companies. Molecular modeling services We assist pharmaceutical companies by providing molecular modeling services in following fields:

Lead generation: We design lead generation libraries that explore biological targets. This service allows us to provide virtual or in-silico screening of molecules for our customers and identify a molecule or molecules that can be used for further research. We undertake the screening of large libraries or cluster of compounds. To achieve the above, we deploy a mix of off-the-shelf products and internally developed proprietary tools to address the needs of our customers.

Lead optimization and Structure Activity Relationship (SAR) studies: Pursuant to lead generation, once lead molecules are identified in relation to a particular disease target, our scientists refine the chemical structure of the molecule to improve its drug characteristics with the help of molecular modeling tools. Our scientists have lead optimization expertise in several therapeutic areas including, anti-infective, anti-cancer, autoimmune diseases and metabolic disorders. Predictive ADME: We have the ability to predict ADME related properties of molecules using computational tools developed in-house. Using neural network methods, we generate quantitative structure-property relationship on a set of compounds where the experimental values of the respective properties are known. We use this relationship in predicting the properties in unknown compounds. Chemistry Services We provide chemistry services in the following fields: Custom Synthesis: Our custom synthesis service involves the development of chemical compounds in accordance with customer specifications. Our custom synthesis solutions enable faster and more efficient drug lead discovery and lead optimization for our customers. Our scientists work directly with the customer’s lead chemists in a collaborative fashion involving regular interactions.

Asymmetric Synthesis: Organic compounds exist in nature in two or more structural forms. The biological profile of these forms is often different. Asymmetric synthesis is the technique of synthesizing the more desirable form in preference to the other forms. This is a very sophisticated area of organic synthesis and needs special techniques, equipments and reagents. We have capabilities in chiral synthesis and undertake the same for our customers.

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Combinatorial chemistry: Combinatorial chemistry involves the rapid synthesis of a large number of different but structurally related molecules. Synthesis of molecules using combinatorial chemistry is a quick way to generate a large numbers of structurally similar molecules. This technique has been widely accepted by small and large companies particularly for early stages of drug discovery where larger numbers of compounds are typically required for testing. By producing larger, more diverse compound libraries, we help to increase our client’s probability of identifying novel compounds of therapeutic and commercial value. We have the infrastructure and the skill to create both large screening type libraries as well as focused libraries enabling us to provide these research services to our customers.

Natural Product Chemistry: We have a team of scientists with experience in isolation, purification and characterization of small molecules from natural sources. The molecules developed under this method are derived from natural products.

Process Chemistry: Through our process chemistry service, we are able to provide our customers with large amount of test substances by scaling up few grams of test substances to hundreds of grams efficiently. We offer services in route scouting, process optimization, large scale product isolation, product purification and scale up. Our process chemistry services also include Scale-up studies.

Scale-up studies: We have a kilo laboratory for scaling up compounds in multi grams to kilograms level.

Analytical chemistry: Analytical chemistry is the analysis of the organic molecules synthesized in the laboratory. This defines the structural integrity of the molecule as well as the quality of the product in terms of purity, stability etc. We provide analytical chemistry services to our customers.

Molecular biology services Once a potential drug target is identified, scientists must develop tests, called assays, to evaluate or screen potential drug compounds against these targets for their therapeutic value. Through our molecular biology capabilities, our scientists build assays and screens to visualize and quantify interaction of biological macromolecules with small molecules. Our molecular biology capabilities include models for studying human disease genes, creating tools for specific applications, yeast genetics, gene amplification and expression. Amplification, cloning and expression services: Amplification of genes is carried out to express the proteins of interest for use in screening of drug molecules against them. We offer gene amplification services using various technologies and processes. We provide cloning and expression services in therapeutic areas such as oncology, inflammation and central nervous system.

Assay development and screening: We have developed a range of cell and protein based assays. The therapeutic areas we address for our customers are inflammation, cardiovascular, cancer, diabetes and CNS within which several enzyme and receptor targets are assayed. We also have assays against protein classes, some members of which are associated with therapeutic areas.

Panel screening and profiling services: We have established a range of assays across target classes for the profiling of leads against a variety of targets. Kinases and phosphates and other enzymes are assayed using radioactive and non-radioactive methods, while cell based formats with reporters are used to monitor the activity of nuclear hormone receptors. The assays are automated with robotics and miniaturization.

ADME and Pharmacokinetic services

ADME is the study of a drug molecule’s essential elements of absorption, distribution, metabolism and excretion. Analysis of these four basic biological processes determines how a potential drug candidate is handled by the body’s natural physiological processes and defenses. Through our ADME services, we reduce the time and cost typically required to identify the most viable drug candidate.

In Vivo Pharmacology

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Through pharmacology we test new promising compounds for their potency against certain disease targets. We focus on developing animal models in the therapeutic areas set forth by our customers. Studies are performed to applicable scientific criteria, provide reliable and reproducible results, observing applicable standards of animal care and welfare.

Toxicology services

Toxicology is the study of the adverse effects of potential drug candidates on living organisms. We currently offer acute toxicity studies utilizing our in-house capabilities.

Translational Research and Clinical Development

Through Clininvent Research Private Limited, we provide services in the areas of translational research and clinical development services. Our ability to network and effectively deliver genomics and proteomics research services has resulted in our partnering with clients in large projects which attracts funding from multilateral institutions, research foundations and industry. This multi-dimensional expertise enables us to provide the novel application of translational research approaches to drug discovery and development.

Through Clininvent, we have access to the facilities set up by The Center of Genomic Applications (TCGA), a genomics and proteonomics research platform which provides us the ability to deliver research services using the translational medicine approach. The services we provide in the field of translational research through Clininvent are grouped as follows: Genomics: Genomics is the study of an organism’s DNA in order to establish the basis of diseases and other biological manifestations. With robotics and software for preliminary and advanced data analysis, we are able to provide effective services in the field of genomics to our clients. Proteomics: Proteomics involves the identification of proteins in a biological system and the determination of their role in physiological and pathological functions. With high sensitivity and high resolution equipment, we are able to provide services in the field of proteomics to our clients. Discovery research trials/ patient registries: Clininvent combines its clinical trials skills and experience with its genomics and proteomics research services to offer services in the area of discovery research trials and patient registries. Discovery research trials are studies run on an untreated, diseased patient population at various time points to capture clinical information. The purpose of these studies is to assess the manifestation of the disease and the symptoms of the disease over time in order to identify potential biology targets. With Clininvent’s access to genomics and proteomics facilities, specimens can be processed within India as opposed to being shipped overseas, thus avoiding any potential regulatory difficulties with the shipment of unique human specimens externally. Clinical trial management: Clininvent has experience in managing multi-centric global clinical trial projects in a number of therapeutic areas as required by our customers. The clinical trial management team consists of managers and clinical research associates with scientific/medical background, possessing a thorough understanding of local clinical trial regulations and ICH GCP guidelines. Data Management and Bioinformatics: Clininvent offers clinical data management services to its customers and provides a data base along with various computer programs and scripts to collect, extract, analyse and display large sets of results. We also offer statistical planning, analysis, and report writing. Our data management activities are run on specialised software like Oracle Clinical, which is an industry standard. To ensure that our data management capabilities meet stringent quality standards, we validate our clinical databases and software in compliance with various regulatory requirements. Pharmacovigilance: Pharmacovigilance is the surveillance of adverse events occurring during the clinical trial. We are responsible for: • Regular monitoring and reporting within international reporting time

• Tracking and maintaining safety database.

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Medical writing: We have scientific and medical professionals with expertise in preparation of all documentation needed throughout the drug development process, in accordance with ICH guidelines and regulations. Quality assurance: The Clinical Quality Assurance system ensures GCP compliance for every phase of trial. We have a quality assurance team, which is responsible for SOP management, internal compliance of clinical team, training, systems and processes.

GCP training: Besides conducting internal training, the senior management team offers GCP training to clinical research professionals of pharmaceutical companies, Contract Research Organisations, etc.

ENTERPRISE INFORMATICS

LabVantage is a provider of enterprise solutions tailored for laboratories. LabVantage’s SAPPHIRE, a thin-client laboratory information management system, is tailored to manage a client’s laboratory information across the entire organization in an effort to optimize productivity, reduce costs and more effectively share knowledge. LabVantage offers software and services in the areas of discovery, development, formulation, process research, raw materials testing and quality management laboratories across multiple industries. We have over 200 customers licensing SAPPHIRE worldwide.

We have entered into a teaming agreement with IBM Corporation for co-marketing our LabVantage products. LabVantage has won the Frost & Sullivan Award for Business Development Strategy Leadership in 2005 and for Product Innovation in 2004. SAPPHIRE SAPPHIRE helps laboratories increase productivity, lower operating costs and improve quality. Users both internal and external to the laboratory can enter and analyze laboratory data via SAPPHIRE from virtually any Internet access device. SAPPHIRE allows organizations to model their business-specific workflows, integrate with robots, analytical instruments and business applications, and also meet internal standards and government regulations By combining an information management platform with end-user driven and information technology driven functional modules, SAPPHIRE offers functionality from R&D through manufacturing on one solution platform. SAPPHIRE is a thin-client application, with no requirements of plug-ins, applets, or other downloads on the end-user client. With its flexible and easy-to-use configuration tools, SAPPHIRE can be tailored to specific roles within the enterprise, adapted to changing business needs and extended to other areas of the organization, while reducing ongoing validation costs. SAPPHIRE’s open framework for instrument and system interfaces enables organizations to automate previously manual steps and improve operational efficiencies. Designed for use in multi-site and multi-language settings, SAPPHIRE is Unicode compliant. Fully enabling 21 CFR Part 11 compliance5 , Sapphire provides security, auditing, authentication and approval controls that may be necessary for companies to maintain compliance. LabVantage’s solutions include: Research and development LabVantage’s SAPPHIRE Life Science research and development solution delivers experimental design and management functionality that allows end-users to design, automate and execute experiments

5 Title 21 CFR Part 11 of the Code of Federal Regulations deals with the FDA guidelines on electronic records and electronic signatures in the United States. It defines the criteria under which electronic records and electronic signatures are considered to be trustworthy, reliable and equivalent to paper records.

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leveraging an easy to use interface and workflow capabilities. Designed for use in multi-site and multi-language settings, SAPPHIRE enables collaborative research efforts across boundaries. Biobanking The SAPPHIRE Biobanking Solution enables organizations to manage bio-specimens (tissue, blood, DNA, RNA, etc.) generated during the discovery research or clinical trials process in accordance with an internal review board and regulatory and privacy compliance regulations in different countries. With SAPPHIRE organizations can easily collect, store, locate, and process and distribute vital biospecimens as well as, access with critical clinical and compliance information. Quality Management The SAPPHIRE Quality Management Solution provides complete traceability throughout the production process to maintain compliance with internal standards and various government regulations. Its workflow capabilities eliminate laboratory bottlenecks that may hold up manufacturing and batch releases. Analytical Services LabVantage’s SAPPHIRE provides analytical services laboratories with full sample traceability with audit trails and enables them to thoroughly document processes and results, whether testing for drug delivery / formulation, stability, physical characteristics and purity, or performing upstream or downstream processing. Further, SAPPHIRE helps laboratories to automate experiments and protocols in compliance with requested methods and government regulations. For any of these solutions, SAPPHIRE’s Advanced Storage and Logistics Module can be added to assist in managing the inventory and handling of samples, reagents and other items in the laboratory for life sciences companies. With SAPPHIRE’s reporting capabilities, laboratories can deliver consistent and reliable reports, including certificates of analysis, sample detail, sample history, batch and study summary reports.

CASE STUDIES Discovery Research Our collaboration with one of the largest global pharmaceutical companies started with five FTEs. Our relationship has now expanded to hundred and twenty five FTEs. We have been voted as ‘the best discovery chemistry CRO in Asia 2006’ by this customer. We have also partnered with this client to provide services in the areas of chemistry, biology and ADME. Discovery research for library synthesis Our client is one of the top ten global pharmaceutical companies. We are executing library synthesis program with this client. The time period of the project is three years. Our relationship with this client had grown from ten FTEs in 2006 to fifty FTEs in 2007. Through our relationship we have expanded our scope of services from custom synthesis to medicinal chemistry and library synthesis. We are also in the process of building biological assays for this client. Integrated discovery project This project aims at discovering small molecule drug candidates for inflammatory diseases for a leading international pharmaceutical laboratory. We are carrying out discovery research to identify and optimize lead molecules. The program focuses on an integrated approach involving pharmacophore modeling and lead generation and optimization. The contract value is approximately USD 3.1 million. Translational Research in Vaccines We have entered into a collaboration with a client for studying vaccine response in 2,000 individuals who constitute a high-risk pool for two infectious diseases. Our client has been awarded a research contract to study the extent to which genetics affect a person’s immune response to vaccines for infectious diseases

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prevalent to a specific geographical region. During the five-year study, researchers from our Company and a number of international and domestic institutes are studying vaccine response patterns in the individuals and subsequently correlating their genetic profile to the effectiveness of existing vaccines. Translational Research: development of assays for phase II trial response Our translational research team is working with the customer to develop predictive biomarkers that can be used in many trials. Our operations are in the process of acquiring GLP compliance in the area of biomarker analysis, a unique status in India. Informatics Services for a cancer research consortium A cancer research consortium has selected LabVantage to serve as its preferred biobanking partner. Under this partnership, LabVantage has implemented its SAPPHIRE Biobanking Solution to support the collection, banking, and tracking of biospecimens through the collaborators’ data generated by its research and discovery efforts. Informatics for Translational Research initiative The collaborator is a cancer center, providing cancer treatment, research and teaching facilities. To achieve translational research, the lines of demarcation between the clinic and research data had to be removed, while protecting the patient’s personal information. The collaborator has licensed LabVantage’s Sapphire Laboratory Information Management Suite, including LabVantage’s SAPPHIRE BioBanking Module, to integrate the bio-repositories with the core research laboratories.

Business Model We deploy several engagement models to suit the needs of our customers in our various business segments: Discovery Research Our discovery research services are offered under various models, including: FTE deployment: For chemistry research services, a team of scientists is deployed for agreed period of time at our facilities. The customer pays agreed FTE rates and reimburses direct cost of chemicals and consumables. FTE plus milestones: integrated drug discovery programs utilize this model of engagement. The customer is billed for scientist’s time at an agreed FTE rate and direct costs during the contract period. In addition, we earn additional revenue upon achievement of agreed milestones. Fee For Service: FFS contracts or Time and Material contracts are fixed value contracts for discovery research services. The customer pays an agreed value against pre-defined deliverables. Translational Research The translational research engagement models include: Projects funded by grants: team of scientists headed by a principal investigator develops a research proposal in the field of his expertise and applies for a grant to governmental or multilateral agencies to fund such projects. Projects under contract from research funding entities: several entities invite proposals for research in selected areas of interest. Upon qualification and successful acceptance of a project proposal, the client funds the approved project costs under a contract. Discovery trials and disease registries: Pharmaceutical companies with translational medicine programs outsource such services by paying fees and milestone payments

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Clinical Development: the value of a clinical development program is driven by the number of patients to be recruited for the clinical trial and complexities of the trial. The time utilization of Clinical Research Associates per patient, is billed to the trial sponsoring entity that is, the customer in addition, all actual costs of running the trial are billed on the customer. Informatics We offer our informatics products on perpetual or term licensing model, and associated services on a time and materials or fixed price model, or combination thereof. All of these models may also include various milestone or project success fees and incentives.

Competition We believe we do not have any competitor which offers a comparable breadth of services and product solutions. However, we compete with players in specific service domains. In drug related research outsourcing industry, we face competition primarily from numerous service providers located at competitively priced territories. We also face competition from in-house research and development departments of pharmaceutical and biotechnology companies, as well as universities. Newer and smaller entities with specialised technologies and therapeutic focus also compete for our clients, such as those aligned to a specific disease or therapeutic area, tend to compete aggressively for clients. Many of our current or future competitors may have longer operating histories, better name recognition, greater levels of consumer trust, stronger management capabilities, better supplier relationships, a larger technical staff and sales force and/or greater financial, technical or marketing resources than we do. We believe we compete with other companies in the following areas: • Quality of products and services. • Operating in a low cost environment. • Ability to execute complex and integrated projects. • Ability to attract and retain highly skilled professionals. Our competitors in our key areas of operations are: Discovery Research Our competitors in the discovery research services are Syngene (wholly owned subsidiary of Biocon Limited) and GVK Biosciences Private Limited as well as WuXi Pharmatech (based in China), Albany Molecular (based in USA) and Evotec OAI (based in Europe). Translational research and clinical development Key competitors include Quintiles, Siro, iGate Clinical Research, Reliance Lifesciences Clinsys Clinical research private Limited (a wholly owned subsidiary of Jubiliant Organosys Limited). Enterprise informatics Primary competition in laboratory information management market stems from pure LIMS players such as Labware and StarLIMS, as well as, informatics divisions of global equipment manufacturers such as Thermo Fisher and Applied BioSystems. Customers Our customers consist primarily of global pharmaceutical and biotechnology companies, as well as, academic and government institutions. Currently, we provide our solutions to 15 of the top 20 pharmaceutical companies in the world. Substantially all of our total net revenues over the last three years were generated from sales to customers located in the United States and Europe. We have received a number of recognitions and awards, including the “best discovery chemistry CRO in Asia - 2006” received in 2006 from one of the largest global pharmaceutical companies.

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Our customer base has been stable and expanding. Further, each of our top-ten customers for our discovery research services over the last three years continues to be our customer today. Employees Our success depends to a great extent on our ability to recruit, train and retain high quality professional. Accordingly, we place special emphasis on the human resources function in our organization. The following table illustrates the number of employees on our payroll and in our subsidiaries as on August 23, 2007: Employee Details PhDs/MDs Post Graduates Graduates Other Total TCG Lifesciences (Discovery Research) 68 519 44 631

ClinInvent Research (Translational Research)

3 17 21 41

LabVantage (Enterprise Informatics) 3 30 141 11 185

Our primary hiring strategy is to recruit from universities and technical training institutes in India. We also recruit overseas, primarily focusing on returnees and Ph.D.s with significant educational and/or industry relevant research experience, through referrals, headhunters, job fairs and internships. Our scientists and technical staff collectively possess expertise in synthetic, medicinal, combinatorial, computational, analytical, bioanalytical, service biology, and process chemistry. We have constituted an ESOP scheme under the name of “TCG Lifesciences Employee Share Option Plan 2007” for our permanent employees, including managing, a whole time Directors and any other director, employee of a subsidiary in India or out of India, employee of a holding company of the Company. The object of this scheme is to enable the Company and its subsidiaries to attract and retain human talent and to motivate its employees. Our training model consists of a variety of programs ranging from general induction programs to senior level management trainings. Some examples of our training programs are • Business communication programs. • Productivity improvement training programs. • Managerial effectiveness improvement training. We have linked remuneration to performance, with about 8% to 22% of the total salary being earned as variable pay. We also offer performance bonuses and rewards for exceptional performance. We have not experienced any strikes / lockouts till date. We maintain highest safety standards in our facilities to ensure that none of our employees are exposed to any hazards. Project management and customer support

We have developed a project management methodology to ensure timely, consistent, and accurate delivery of quality services and products. To facilitate project management we have implemented SAPPHIRE LIMS solution in our chemistry operations we are in the process of installing this software across the organization to ensure accurate project tracking and monitoring and exception reporting to the appropriate levels. When fully implemented, the customers will be able to track their projects through a secured encrypted web portal. Additionally, our project team interacts with the customer’s project management team through regular conference calls, daily e-mails and pre-determined reporting. Our project management is closely collaborated with our objective to protect our customers’ confidentiality and intellectual property.

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Our facilities We have our head quarters at Kolkata. The details of our facilities are as follows:

Discovery research

Kolkata Salt Lake, Sector V 76,691 leased 90 years, renewable for 2 terms of 90 years

Medicinal, combinatorial, custom synthesis, natural products, analytical chemistry

Pune IBP, Genesis bldg 1 38,173 rented 3 years, renewable for three terms of 3 years

Scale up and cGMP like facilities Kolkata Salt Lake, Sector V 3,000 rented 90 years, renewable for 2 terms of 90 years

Molecular modeling and molecular biology, ADME and PK

Kolkata Bengal Intelligent Park, Salt Lake,

Sector V

14,859 rented 3 years, renewable

In-vivo Pharmacology Kolkata Bengal Intelligent Park, Salt Lake,

Sector V

8,522 rented 3 years, renewable

Translational research and clinical development

Clinical and population genomics Delhi The Centre for Genomics

Application, Okhla

10,900 usage rights and

management of

operations

usage rights and management of operations, 21 years

Clinical trials and data management Mumbai Andheri 4,680 rented 2 years, renewable

Kolkata Bengal Intelligent Park, Salt Lake Sector

V

3,220 rented 3 years, renewable

Enterprise Informatics

Product design and development New Jersey, USA

Bridgewater 15,000 rented 6 years, renewable

Product design and development UK High Wycombe 3,000 rented Perpetual lease, landlord to give 180 day notice

Product development Kolkata Bengal Intelligent

Park, Salt Lake Sector V

10,000 rented 3 years, renewable

Total 188,045

Operations city Location Square feet

status period of lease

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Our Kolkata facility is located at a five acre plot which is on a long term lease and has space for significant capacity expansion. Our Pune facilities are within a biotech park. Our clinical development operations, located in Mumbai, support 50 clinical research professionals. We also maintain informatics development centers in Kolkata and USA. In addition to the above facilities, TCG Lifesciences has access to The Center for Genomics Applications, a facility for genomics and proteomics research in Delhi. Major equipment used at the facilities includes:

Equipment / enabler Units Usage

Discovery Research 400 MHz NMR 3 analysis of chemical compounds, confirmations of structural

information

LCMS MS 7 to ascertain composition of mixture of compounds and for quantification

HPLCs 17 separation of compounds from mixtures into pure components

Auto-purification system 5 high throughput quantitative separation of compounds from mixtures

GC MS 1 separation of volatile compounds and ascertaining molecular weight of compounds

Novostar 1 measurement of cellular response towards compounds

Fluostar 1 measurement of cellular response towards compounds

FLIPR 1 high throughput measurement of cellular response towards compounds

Liquid handler 2 cell and downstream material handling Beta counter 1 medium throughput radioactive measurements Centrifuges (refrigerated and ultra centrifuge)

8 Separating material of interest from a solution

Ultrafreezers 2 Storage of biological samples at -800C Autoclave 2 Sterilization Spectrophotometer 2 Analysis and estimation of samples PCR machines 8 Amplification of DNA samples FPLC system 2 Protein purification Electroporator 1 For introducing DNA into microbial and mammalian cells

Translational research and Clinical development Sequencers (ABI 3730) 3 DNA sequencing

MerMade 1 oligo synthesis

Genotyping 4 comparative analysis between DNA samples

Microarray 2 protein expression analysis

MALTI-TOF / TOF (Bruker) 1 Protein identification by peptide mass fingerprinting, protein sequencing, protein / peptide molecular weight determination

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2D NANO LCMS (Agilent) 1 Protein identification, protein sequencing, comprehensive proteome profiling

NANO LCMS (Thermo) 1 Protein identification, protein sequencing, comprehensive proteome profiling

Insurance

We maintain the following insurance covers for our assets and our employees: - Group Medical Insurance - Life Insurance for employees - Public Liability Insurance - Standard Fire and Special Perils - Burglary Policy - Directors and Officers liability Policy Our insurance policies are for one year, and we intend to renew these policies upon expiration. We currently do not have business interruption and products liability insurances.

Quality control and assurance We are focused on delivering quality to our customers to ensure repeat business and build invaluable references. The regulatory compliance team at Clininvent ensures that all clinical trials are carried out as per the approved protocols, ICH GCP guidelines are strictly adhered to, translational research activities are carried out according to laid out protocols and all results and analysis are quality checked before being shared with customers or collaborators. Marketing and Business Development

Collectively, our marketing operations have a presence in the United States, Europe, and Asia. We maintain business development professionals for each business and are in the process of implementing a targeted account management strategy to up-sell existing customers on value-added services within each of our business units, cross-sell solutions across Chembiotek, Clininvent and LabVantage, and offer new translational programs encompassing all of the Company’s solution offerings

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REGULATIONS AND POLICIES

The regulations set out below are not exhaustive, and are only intended to provide general information to Bidders and is neither designed nor intended to be a substitute for professional legal advice. Taxation statutes such as the Income Tax Act, 1961, Central Sales Tax Act, 1956 and applicable local sales tax statutes and other miscellaneous regulations such as the Trade and Merchandise Marks Act, 1958 and applicable shops and establishments statutes apply to us as they do to any other Indian company. For details of government approvals obtained by our Company in compliance with these regulations, see the section titled “Government and Other Approvals” beginning on page 259. The statements below are based on the current provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Our Company offers solutions in discovery research. Clininvent provides services in translational research and clinical development whereas LabVantage provides services in enterprise informatics. Our discovery chemistry services platform caters to pharmaceutical and biotechnology industries through offerings in medicinal, combinatorial, custom synthesis, scale-up and process and natural products chemistry services. Our biology operations support our customers’ needs by utilizing molecular biology, pharmacology and molecular modeling capabilities. For further details of our operations, please refer to the section titled “Our Business” on page 72 of the Draft Red Herring Prospectus. Discovery Research and Clinical Development Drugs and Cosmetics Act, 1940 Human clinical trials are governed by the Drugs and Cosmetics Act, 1940 (“D&C Act”). The Drug Controller General of India (“DCGI”) is responsible for the implementation of the D&C Act. According to the D&C Act, human clinical trials are conducted in four sequential phases that may overlap under some circumstances: • Phase I: In this phase, the drug or treatment is introduced into a small group of healthy human

beings to evaluate its safety, determine a safe dosage range and identify its side effects. • Phase II: This phase involves studies on a selected group of patients to identify possible adverse

effects and risks, to determine the efficacy of the product for specific targeted diseases and to further evaluate its safety.

• Phase III: Upon Phase II evaluations demonstrating that a dosage range of the product is effective and has an acceptable safety profile, further trials are undertaken on larger groups of patients to confirm their effectiveness, monitor side effects, compare it to commonly used treatments and collect information that will allow the drug or treatment to be used safely.

• Phase IV: In this phase, a study of post-marketing information with regard to the drug’s risks, benefits and optimal use is carried out.

The approval process for conducting clinical trials, manufacturing and marketing of a drug depends on whether the drug is a new chemical entity or a Recombinant Deoxyribonucleic Acid (“rDNA”) product. For new chemical entities, the DCGI is the approving authority. However, for rDNA products, applications have to be submitted to the Department of Biotechnology (“DBT”) after which they are processed for scientific, safety and efficacy issues by an advisory committee comprising the DBT, the Chairman of Review Committee on Genetic Manipulation, DCGI, the Ministry of Health and Family Welfare, and other experts. If the Advisory Committee is satisfied, it then recommends the proposal to DCGI who then clears the proposal for Phase I clinical trials. The DCGI reviews the clinical data after every phase based on which it grants approval for entering into the next phase. The Phase III clinical data is examined by the DCGI in consultation with the Genetic Engineering Approval Committee (“GEAC”). Thereafter, the DCGI grants the final approval for manufacturing and marketing the product.

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Good Clinical Practices, Central Drugs Standard Control Organisation An Expert Committee set up by Central Drugs Standard Control Organisation established under the D&C Act, in consultation with clinical experts, has formulated these Good Clinical Practices (“GCP Guidelines”) for generation of clinical data on drugs. The Drug Technical Advisory Board (“DTAB”), the highest technical body under D&C Act, has endorsed adoption of these GCP Guidelines for streamlining the clinical studies in India. The guidelines envisage protection of the rights of human subjects and authenticity of biomedical data generated, having evolved with consideration of World Health Organisation, International Conference on Harmonisation (“ICH”), United Stated Food and Drug Administration and European Good Clinical Practices guidelines as well as the Ethical Guidelines for Biomedical Research on Human Subjects issued by the Indian Council of Medical Research (discussed below). The GCP Guidelines provide that all research involving human subjects should be conducted in accordance with the ethical principles contained in the current revision of Declaration of Helsinki and should respect three basic principles, namely, justice, respect for persons, beneficence and non-malfeasance. Besides, the following principles shall also be adhered to while conducting trials on human subjects:

a) Principles of essentiality, whereby, the research entailing the use of human subjects is considered to be absolutely essential after a due consideration of all alternatives.

b) Principles of voluntariness, informed consent and community agreement whereby, the human subjects are fully apprised of the study and the impact and risk of such study on the human subjects. The human subjects retain the right to abstain from further participation in the research irrespective of any legal or other obligation that may have been entered into by them, subject to minimal restitutive obligations of any advance consideration received and outstanding.

c) Principles of non-exploitation whereby the human subjects are remunerated for their involvement in the research or experiment.

d) Principles of privacy and confidentiality whereby the identity and records of the human subjects of the research or experiment are, as far as possible, kept confidential.

e) Principles of precaution and risk minimization whereby due care and caution is taken at all stages of the research and experiment.

f) Principles of professional competence whereby the research is conductedby competent persons who act with integrity and impartiality.

g) Principles of accountability and transparency whereby the research or experiment is conducted in a fair, honest, impartial and transparent manner.

h) Principles of the maximization of the public interest and of distributive justice whereby the research or experiment and its subsequent use are conducted and used to benefit all human kind and not just those who are socially better off but also the least advantaged.

i) Principles of institutional arrangements whereby, all persons connected with the research shall ensure that all the procedures required to be complied with are met.

j) Principles of public domain whereby the research, experimentation or evaluation in response to, and emanating from such research is brought into the public domain.

k) Principles of totality of responsibility whereby the professional and moral responsibility for due observance of all the principles, guidelines or prescriptions laid down in respect of the research or experiment, devolves on all those directly or indirectly connected with the research or experiment including the researchers.

The sponsor or the agency financing clinical research is required to seek the opinion of an independent ethics committee regarding suitability of the methods and documents to be used in recruitment of human subjects and obtaining their informed consent including adequacy of the information being provided to the human subjects. Ethical Guidelines for Biomedical Research on Human Participants, 2006 (“ICMR Code”) The Indian Council of Medical Research (“ICMR”) has issued the ICMR Code which envisages that medical and related research using human beings as research participants must, necessarily, inter alia, ensure that the research is conducted under conditions in a manner conducive to and consistent with their

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dignity, well being and under conditions of professional fair treatment and transparency. Further such research is subjected to evaluation at all stages of the same. As required by the ICMR Code, it is mandatory, amongst others, that all proposals on biomedical research involving human participants should be cleared by an internally constituted institutional ethics committee (“IEC”) to safeguard the welfare and the rights of the participants.The Guidelines for Preparing Standard Operating Procedures (SOP) for Institutional Ethics Committee for Human Research issued by the ICMR recommends that the IEC should have a maximum strength of 12 to 15 persons with the chairman being preferably from outside the institution so as to maintain independence of the committee. The other members should be a mix of medical, non-medical, scientific and non-scientific persons including lay public to reflect the differed viewpoints. The institutional head constitutes the IEC. These ethics committees are entrusted not only with the initial review of the proposed research protocols prior to initiation of the projects but also have a continuing responsibility of regular monitoring of the approved programmes to foresee the compliance of the ethics during the period of the project. Such an ongoing review have to be in accordance with the international guidelines wherever applicable and the Standard Operating Procedures of the World Health Organization. The ICMR Code also provides that the human participants may be paid for the inconvenience and time spent, and should be reimbursed for expenses incurred, in connection with their participation in the research. They may also receive free medical services. During the period of research if any such participant requires treatment for complaints other than the one being studied necessary, free ancillary care or appropriate treatments may be provided. However, payments should not be so large or the medical services so extensive as to make prospective participants consent readily to enroll in research against their better judgment, which would then be treated as undue inducement. Good Laboratory Practices The National Good Laboratory Practices Compliance Monitoring Authority established by the Department of Science & Technology, Government of India issues a certificate to entities dealing with chemicals, pharmaceuticals, veterinary drugs, pesticides, cosmetic products, food products, feed additives certifying that the products do not pose any hazards to human health and the environment. GLP-compliance certification is voluntary in nature. The certificate provides a means to Indian test facilities that are involved in conducting safety studies to demonstrate their capabilities as per the OECD Principles of Good Laboratory Practice, 1997, applicable OECD guidance documentation and other the international norms. Prevention of Cruelty to Animals Act, 1960 (“PCA Act”) The PCA Act envisages preventing infliction of unnecessary pain or suffering on animals and amending the laws relating to the prevention of cruelty to animals. The Act also provides the constitution of an Animal Welfare Board to take care of the welfare of the animals in general, and also provides that the Animal Welfare Board constitute a Committee for the Purpose of Control and Supervision on Experimentaion with Animals (“CPCSEA”). This committee is empowered to regulate the legal and ethical aspects of experimental animals being used in research and enact preventive measures wherever there is violation of the law. The Act renders legality to the performance of experiments (including experiments involving operations) on animals for the purpose of advancement by new discovery of physiological knowledge or of knowledge which shall be useful for saving or for prolonging life or alleviating suffering or for combating any disease, whether of human beings, animals or plants. However, the CPCSEA is entrusted with the duty to monitor the experiments on animals through an Institutional Animals Ethics Committee and ensure taking all such measures as may be required so that unnecessary pain or suffering is not meted out to animals being subjected to the experiments. The PCA Act provides that that in cases where experiments are performed in any institution, the responsibility for performing the experiments with due care and humanity and under the influence of some anesthetic of sufficient power to prevent the animals feeling pain, is placed on the person in charge of the institution and that, in cases where experiments are performed outside an institution by individuals, such individuals are qualified in that behalf and the experiments are performed on their full responsibility.

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The Breeding of and Experiments on Animals (Control and Supervision) Rules, 1998 (the “Breeding Rules”) provides the no establishment shall carry on the business of breeding of animals or trade of animals for the purpose of experiments unless it is registered under the PCA Act. Every such registered establishment has to maintain a register as per the specified format and record complete particulars about the kind of animal to be used for conducting any experiment, the health of the animal, the nature of experiment to be performed, and the reasons necessitating the performance of such an experiment on particular species. The Institutional Animals Ethics Committee, established under PCA Act is entrusted with the control and supervision of experiments on animal performed in an establishment which is constituted and operated in accordance with procedures specified for the purpose by the CPCSEA. Any registered establishment, before acquiring an animal or conducting any experiment on such animal, has to apply for permission of the CPCSEA or the Institutional Animals Ethics Committee. Enterprise Informatics Signatures and Authentication for Everyone (“SAFE”) is a set of enforced standards for business-to-business and business-to-government digitally signed transactions within the global biopharmaceutical industry. This community currently consists of biopharmaceutical companies, supply chains, other business partners, and regulatory agencies. SAFE is an initiative sponsored by PhRMA, the European Federation of Pharmaceutical Industries and Associations, and the International Federation for Animal Health, with support from the world’s leading biopharmaceutical companies and business partners. SAFE is a global initiative, with participants in Asia, the Americas and Europe. Clinical Data Interchange Standards Consortium, a non-profit organization, has established worldwide industry standards around electronic regulatory submission of pre-clinical and clinical data. Indian Environmental Regulations The three major statutes in India which seek to regulate and regulate pollution-related activities in India are the Water (Prevention and Control of Pollution) Act 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Environment Protection Act, 1986. The basic purpose of these statutes is to control, abate and prevent pollution. In order to achieve these objectives, PCBs, which are vested with diverse powers to deal with water and air pollution, have been set up in each state. The PCBs are responsible for setting the standards for maintenance of clean air and water, directing the installation of pollution control devices in industries and undertaking investigations to ensure that industries are functioning in compliance with the standards prescribed. These authorities also have the power of search, seizure and investigation if the authorities are aware of or suspect pollution. All industries and factories are required to obtain consent orders from the PCBs, which are indicative of the fact that the factory or industry in question is functioning in compliance with the pollution control norms laid down. These consents are required to be renewed annually. Management, storage and disposal of hazardous waste is regulated by the Hazardous Waste (Management & Handling) Rules, 1989 made under the Environment Protection Act, 1986. Under these rules, the PCBs are empowered to grant authorization for collection, treatment, storage and disposal of hazardous waste, either to the occupier or the operator of the facility. A similar regulatory framework is also established with respect to bio-medical waste under the Bio-Medical Waste (Management and Handling) Rules, 1998. In addition, the Ministry of Environment and Forests looks into Environment Impact Assessment. The Ministry receives proposals for expansion, modernization and setting up of projects and the impact which such projects would have on the environment is assessed by the Ministry before granting clearances for the proposed projects. Intellectual Property Intellectual property rights in India are protected under Patents Act of 1970, Copyright Act of 1957, Trade Mark Act of 1999 and Design Act of 2000. The above enactments provide for protection of intellectual

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property by imposing civil and criminal liability for infringement. In addition to the above domestic legislations India is a party to several international intellectual property related instruments including the Patent Co-operation Treaty, 1970, the Paris Convention for the Protection of Industrial Property, 1883, the International Convention for the Protection of Literary and Artistic Works signed at Berne in 1886 (the Universal Copyright Convention of 1952), the Rome Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organizations 1961 and as a member of the World Trade Organization is a signatory to the Agreement on Trade Related aspects of Intellectual Property Rights, 1995 (the TRIPS Agreement). In addition to the above, Indian law also provides for common law protection for intellectual property.

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HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was originally incorporated as Chembiotek Research Private Limited on August 3, 1998 under the Companies Act, 1956. On February 12, 2002 the name of our Company was changed to Chembiotek Research International Private Limited. Subsequently on August 21, 2007 the name was changed to TCG Lifesciences Private Limited. The status of our Company was changed to a public limited company by a special resolution of the members passed at the annual general meeting held on August 31, 2007 and a fresh certificate of incorporation consequent to the change of name was granted to our Company on September 17, 2007, by the Registrar of Companies, West Bengal. At the time of incorporation, the registered office of our Company was situated at 9B, Wood Street, Kolkata, 700016. Subsequently, our registered office has been shifted once, the significant details of which are provided below:

From To Date of resolution of Board/ Shareholders

9B, Wood Street, Kolkata 700016

Block BN, Plot No. 7 Salt, Lake Electronics Complex, Sector V, Kolkata 700091

May 31, 2006

Key Events and Milestones Following are the key events and milestones achieved by our Company and our Subsidiaries:

Year Events 1998 Incorporation of our Company as Chembiotek Research International Private Limited.

2000 Registration as a 100% EOU with Falta Export Processing Zone. 2001 Commencement of chemistry operations with a focus on new and improved chemical entity

synthesis, process development, route scouting, custom synthesis at Salt Lake Electronics Complex, Kolkata.

2002 Setting up of biological research laboratory, molecular modeling facilities and expansion of chemistry operations.

2005 Recognition from the Department of Scientific and Industrial Research, Government of India as a scientific and industrial research organistion and hence gaining eligibily under Section 80 IB of the I.T Act.

2006 Recognition as the best chemical based contact research organization (“CRO”) in Asia. 2006 Implementation of SAP Enterprise Resource Planning (“ERP”) for financial accounting, material

management and sales management processes. 2007 Acquisition of 100% equity capital of Clininvent from TCG Lifesciences Mauritius Limited. 2007 Acquisition of 100% equity capital of Xtec International (Mauritius) Limited from TCG

Lifesciences Mauritius Limited. Recent Acquisitions The Company acquired the entire equity capital of Clininvent Research Private Limited from TCG Lifesciences Mauritius Limited, to undertake clinical trial management, data management, translational research and clinical development, effective July 2, 2007. On July 2, 2007, we acquired the entire equity capital of Xtec International (Mauritius) Limited, from Chatterjee Fund Management LP. LabVantage US is the wholly owned subsidiary of Xtec International (Mauritius) Limited. Key provisions in the Memorandum of Association The main objects of our Company, as contained in its Memorandum of Association, are as follows: 1. To undertake on behalf of clients (pharmaceutical, chemical, agrochemical, biotechnological and

healthcare companies) scientific research in both basic and applied branches of science in relation to drug discovery, bulk drugs technology, phytomedicines, natural products, new chemical

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entities, improved chemical entities, chemicals, chemical intermediates, formulations, and pharmaceutical products, biological sciences, including biochemical, pharmacological and clinical studies in Phase I to IV. This includes study, design, protocol development as medical and clinical research and all related activities, computer aided drug design and manufacturing of new chemical entities, drugs and drug intermediates.

2. To create, develop and undertake, establish, research in the field of biotechnology.

3. To apply for, purchase or otherwise acquire and protect and renew any patents, licenses or trade

marks relating to any inventions, designs, or improvement or processes.

4. Our main and ancillary objects, as contained in our Memorandum of Association, enable us to undertake our existing activities and the activities for which the funds are being raised through this Issue.

Changes in the Memorandum Since incorporation, the following changes have been made to the Memorandum:

Date Amendment

December 4, 1998

Amendment in the main objects clause by substituting existing Clauses III(A)(1) to (4) with new Clauses III(A)(1) (a) to (e). Amendment in the ancilliary objects clause by substituting existing Clauses B 1 to 31 with new Clauses B 1 to 30. Amendment in the other objects clause by deletion of Clause C including Clauses C1 to C10.

February 25, 1999

Amendment in main objects Clause III(A)(1)(c) by deletion of the word “establish”. Amendment in main objects Clause III(A)(1)(d) by deletion of the word “or trade marks”. Amendment in main objects Clause III(A)(1)(e) by deletion of the words “schools, colleges”, “studies and researches both” and “endowing or assisting laboratories” and insertion of the words “industrial research”. Amendment in Clause III(B) 2 by deletion of the words “work”, “manage” and “develop the undertaking”. Amendment in Clause III(B) 3 by deletion of the word “or satisfaction”. Amendment in Clause III(B) 5 by deletion of the sentence “of any Company which is subsidiary of the Company or is allied to or associated with the Company or with any subsidiary of the Company or”. Amendment by deletion in the Clauses 8, 10, 11, 13, 14, 19, 23 and 24 of Para III(B). Amendment in Clause III(B) 9 by deletion of the words “Persons or”. Amendment in Clause III(B) 12 by addition of the word “R&D”. Amendment in Clause 22 (a) of Paragraph III(B) by deletion of word “license” and addition of the words “based on the research done by the Company, and" Amendment to Clause III(B) 25 by deletion of the words “license” and “license of the Board of trade”. Amendment in Clause III(B) 26 by deletion of the word “Company or any of the”. Amendment in Clause III(B) 27 by deletion of the word “business associates, partners”.

August 11, 2000 Increase in authorised share capital from Rs. 1,000,000 to Rs. 100,000,000.

September 29, 2001 Change in name of the company from “Chembiotek Research Private Limited” to “Chembiotek Research International Private Limited”.

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Date Amendment March 26, 2002 Increase in authorised share capital from Rs. 100,000,000 to Rs. 150,000,000.

March 26, 2002 Amendment to Clause 1 (a) by addition of a comma and the sentence “computer aided drug design and manufacturing of new chemical entities, drugs and drug intermediates”

December 24, 2004 Amendment to Sub-Clauses (b) and (c) of Clause A of the objects clause by deletion. June 13, 2005 Increase in authorised share capital from Rs. 150,000,000 to Rs. 190,000,000. September 18, 2006 Increase in authorised share capital from Rs. 190,000,000 to Rs. 210,000,000.

July 31, 2007

Increase in authorized share capital from Rs. 210,000,000 to Rs. 500,000,000. Change in name of the company from “Chembiotek Research International Private Limited” to “TCG Lifesciences Private Limited”.

August 31, 2007 Increase in authorized share capital from Rs. 500,000,000 to Rs. 750,000,000.

August 31, 2007 Change in name of the company from “TCG Lifesciences Private Limited” to “TCG Lifesciences Limited”

Our Subsidiaries The following are the subsidiaries of our Company: (i) Clininvent (ii) Xtec International (Mauritius) Limited; (iii) LabVantage Solutions Inc. (USA) (“LabVantage US”); (iv) LabVantage Solutions Limited (UK) (“LabVantage UK”); (v) Cygnus Lab Solutions Limited (UK) (“Cygnus”); (vi) LabVantage Solutions Europe Limited (UK) (“LabVantage Europe”); and (vii) LabVabvantage Solutions Private Limited (India) (“LVS”).

TCGLS

Clininvent

LabVantage US

Xtec International (Mauritius) Limited

LabVantage (UK)

LVSLabVantage Europe

Cygnus (UK)

The significant details of the subsidiaries of our Company are as provided below:

Clininvent Research Private Limited (“Clininvent”) Clininvent was incorporated on July 2, 2003 in the name of Clininvent Research (India) Private Limited in West Bengal, India. The name of the company was changed Clininvent on November 17, 2003. Clininvent is engaged in clinical trials, data management, insourcing, training and / or conducting audits for review of good clinical practices and biotech services.

Shareholding Pattern

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The equity shares of Clininvent are not listed on any stock exchange. Set forth below is the shareholding pattern of Clininvent as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGLS 5,502,650 100.00 Swapan Bhattacharya jointly with TCGLS . 10 Negligible Rakesh Pandya jointly with TCGLS 10 Negligible Sanjeev Sharma jointly with TCGLS 10 Negligible G.P. Krishnan jointly with TCGLS 10 Negligible Din Dayal Gupta jointly with TCGLS 10 Negligible Debashis Das jointly with TCGLS 10 Negligible Amit Mondal jointly with TCGLS 10 Negligible Total 5,502,720 100.00 Board of Directors

The board of directors of Clininvent as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; 2) Rakesh Pandya; and 3) Swadesh Chatterjee. Financial Performance The financial results of Clininvent for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data)

Xtec International (Mauritius) Limited Xtec International (Mauritius) Limited was incorporated on April 19, 1996 in Mauritius. Its principal activity is investment holding. The company shall be dissolved at the expiry of 45 years of the date of its incorporation.

Shareholding Pattern The equity shares of Xtec International (Mauritius) Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Xtec International (Mauritius) Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGLS 4,909,295 100.00% Total 4,909,295 100.00% Board of Directors

The board of directors of Xtec International (Mauritius) Limited as on September 17, 2007 comprises the following: 1) Uday Kumar Gujadhur; 2) Yuvraj Kumar Juwaheer;

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 1,357 10,596 16,330 Profit/ (Loss) after tax (6,100) (15,501) (21,456) Equity capital (par value Rs. 10 per share) 100 100 100 Reserves and Surplus (excluding revaluation reserves) (6.100) (21,600) (43,056) Earnings/ (Loss) per share (diluted) (Rs.) (609.90) (1550.09) (2145.60) Book value per equity share (Rs.) (603.70) (2152.85) (4295.65)

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3) Vijay Krishna Chaudhry; 4) Dr. Purnendu Chatterjee and 5) Swapan Bhattacharya Financial Performance The financial results of Xtec International (Mauritius) Limited for fiscals 2004, 2005 and 2006 are set forth below:

(In USD)

LabVantage Solutions, Inc. (“LabVantage US”) LabVantage US was incorporated on September 14, 1993 in Delaware, US. It is engaged in the business of designing and developing (programming) software as per the requirements of external customers, implementation services for installing the developed software and rendering annual maintenance services to the customers.

Shareholding Pattern The equity shares of LabVantage US not listed on any stock exchange. Set forth below is the shareholding pattern of LVS as on September 21, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Xtec International (Mauritius) Limited 1,000 100.00 Total 1,000 100.00 Board of Directors

The board of directors of LabVantage US as on September 21, 2007 comprises the following: 1) James John Aurelio; 2) Swapan Bhattacharya; 3) Dr. Purnendu Chatterjee and 4) Swadesh Chatterjee Financial Performance The financial results of LabVantage US for fiscals 2004, 2005 and 2006 have not been audited. Cygnus Lab Solutions Limited (“Cygnus”) Cygnus was incorporated on April 11, 1996 in United Kingdom. Cygnus is a non-operating dormant entity. It was previously engaged in the business of designing and developing (programming) software as per the requirements of external customers, implementation services for installing the developed software and rendering annual maintenance services to the customers.

Shareholding Pattern

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 0 15,088 1,615 Profit/ (Loss) after tax (7,111) 30,811 (8,363) Equity capital (paid-up) 2 2 9,295 Reserves and Surplus (excluding revaluation reserves) (48,764) (17,953) (26,316) Earnings/ (Loss) per share (diluted) (3,556) 15,406 (0.90) Book value per equity share (24,381) 8,976 (1.83)

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The equity shares of Cygnus not listed on any stock exchange. Set forth below is the shareholding pattern of Cygnus as on September 21, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital LabVantage US 30,000 100.00 Total 30,000 100.00 Board of Directors

As on September 21, 2007, James Aurelio is the only director on the board. Financial Performance The financial results of Cygnus for fiscals 2004, 2005 and 2006 have not been audited. LabVantage Solutions Europe Limited (“LabVantage Europe”) LabVantage Europe was incorporated on August 11, 2006 in United Kingdom. LabVantage Europe has, since its inception, has been a non-operating dormant entity.

Shareholding Pattern The equity shares of LabVantage Europe are not listed on any stock exchange. Set forth below is the shareholding pattern of LabVantage as on September 21, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital LabVantage US 100 100.00 Total 100 100.00 Board of Directors

The board of directors of LabVantage Europe as on September 21, 2007 comprises the following: 1) James Aurelio; 2) Fred Da Veiga; and 3) John Fitzgerald

Financial Performance The financial results of LabVantage Europe for fiscals 2004, 2005 and 2006 have not been audited. LabVantage Solutions Private Limited (“LVS”) LVS was incorporated on October 13, 1999 in West Bengal, India. It is engaged in the business of designing and developing (programming) software as per the requirements of internal and external customers, implementation services for installing the developed software and rendering annual maintenance services to the customers.

Shareholding Pattern The equity shares of LVS are not listed on any stock exchange. Set forth below is the shareholding pattern of LVS as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital

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Swapan Bhattacharya jointly with LabVantage US 10 Neglibible Rakesh Pandya jointly with LabVantage US 5 Negligible Sanjeev jointly with LabVantage US LabVantage US Amit Mondal jointly with LabVantage US Dindayal Gupta jointly with LabVantage US Debashis Das jointly with LabVantage US

1 361,192

1 1 1

Neglibible 100.00

Negligible Negligible Negligible

G.P. Krishnan jointly with LabVantage US 1 Negligible Total 361,212 100.00 Board of Directors

The board of directors of LVS as on September 21, 2007 comprises the following:

5) Swapan Bhattacharya; 6) Rakesh Pandya; and 7) James John Aurelio Financial Performance The financial results of LVS for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 29,638 61,468 69,538 Profit/ (Loss) after tax 105 (4,353) (15,761) Equity capital (par value Rs. 10 per share) 3,612 3,612 3,612 Reserves and Surplus (excluding revaluation reserves) (4,106) (8,460) (24,221) Earnings/ (Loss) per share (diluted) (Rs.) 0.29 (12.05) (43.63) Book value per equity share (Rs.) (1.37) (13.42) (57.06)

LabVantage Solutions Ltd. (“LabVantage UK”) LabVantage UK was incorporated on March 14, 1997 in the United Kingdom. It is engaged in the business of designing and developing (programming) software as per the requirements of external customers, implementation services for installing the developed software and rendering annual maintenance services to the customers.

Shareholding Pattern The equity shares of LabVantage UK is not listed on any stock exchange. Set forth below is the shareholding pattern of LVS as on September 21, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital LabVantage US 2 100.00 Total 2 100.00 Board of Directors

The board of directors of LabVantage UK as on September 21, 2007 comprises the following:

1) James Aurelio; 2) Fred Da Veiga and 3) John Fitzgerald Financial Performance

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The financial results of LabVantage UK for fiscals 2004, 2005 and 2006 have not been audited. Other Confirmations None of our Subsidiaries is listed on any stock exchange and none of them has completed any public or rights issue in the past three years preceding this Draft Red Herring Prospectus. Further, none of our Subsidiaries has become a sick company under the provisions of SICA and is currently under winding up. However Clininvent, LVS, LabVantage US, LabVantage UK, LVS, Cygnus and Xtec International (Mauritius) Limited have negative net worth. Details of past performance For details in relation to our financial performance in the previous five financial years, including details of non-recurring items of income, refer to “Financial Statements” on page 163.

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OUR MANAGEMENT Board of Directors Under our Articles of Association, our Company is required to have not less than 3 directors and not more than 12 directors. Our Company currently has seven directors on the Board.

Name, Father's Name, Address, Designation, Occupation and Term

Nationality Director’s Identification Number

Age Other directorships/partnerships/ Board of Trusts

Dr. Purnendu Chatterjee S/o Late Muktipada Chatterjee, residing at 1107, Fifth Avenue, New York, N.Y. 10128, U.S.A Designation: Director and Chairman Occupation: Businessman Term: Liable to retire by rotation

US 00415297 57 Chatterjee Management Services Private Ltd., TCG Ivega Information Technologies Private Ltd., Pench Power Ltd., Indian School of Business, Asia Society India Centre, Obetee Private Ltd. and Haldia Petrochemicals Ltd. Foreign Directorships: Chatterjee Holdings ( Mauritius) Company, Chatterjee Petrochem Mauritius Company, Chatterjee Refineries (Mauritius) Limited, Essex Development Investments (Mauritius) Limited, Everest Infrastructure Investments (Mauritius) Limited, India Alternate Property Limited, India Trade (Mauritius) Limited, Indocean Investments (Mauritius), International Communications Investments (Mauritius) Limited, International Software Investments (Mauritius) Limited, Pench Holdings ( Mauritius) Company, S-C Aviations Mauritius Limited, Sitara Solutions Limited, TCG Aviation Mauritius Limited, TCG Development Management ( Mauritius) Company, TCG Lifesciences Mauritius Limited, TCG Real Estate Investment Management (Mauritius) Ltd., Xtec International (Mauritius) Ltd., AS Acquisition Corporation (Axiom), Beall Technologies, Inc., CAMS, LLC, Chatterjee Advisors , LLC, Chatterjee Management Company, Consortia Petrochemicals LDC (Cayman), Energy Holdings Limited ( Cayman), Gateway Holdings LDC ( Cayman), GoldenSource Corporation, Labvantage Solutions Inc., Pench Holdings, LDC, PMCC Acquisition Corporation, Premiere Acquisition Corporation, QI-X Ventures Ltd., S-C Aviation Holdings, S-C Graphics Inc, SC Phoenix Holdings, LLC, S-C Rig Company, Soros Petrochemicals LDC, TCG Software, Inc. and TCG Software Services, Inc.

Swapan Bhattacharya S/o Rajkumar Bhattacharya, residing at 26, Lee Road, Kolkata 700020

US 00785562 50 BIP Developers Pvt. Ltd., CA – TCG Software Pvt. Ltd., Celcius Technologies Pvt. Ltd., Chatterjee Management Services Pvt. Ltd.,

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Name, Father's Name, Address, Designation, Occupation and Term

Nationality Director’s Identification Number

Age Other directorships/partnerships/ Board of Trusts

Designation: Managing Director Occupation: Business Executive Term: Expires on July 31, 2012

Chatterjee Petrochem (I) Pvt. Ltd., Clininvent Research Private Ltd., General Services Corporation Private Ltd., Haldia Petrochemicals Ltd., Haldia Polyparks Pvt. Ltd., Haldia Power Ltd., Indian Capital Corporation Ltd., Institute of Molecular Medicine, Merlin Enclaves Private Ltd., Pace Business Systems Pvt. Ltd., Silicogene Informatics Pvt. Ltd., Skytech Solutions Pvt. Ltd., TCGIvega Information Technologies Private Ltd., TCG Developments India Private Ltd., TCG Chembiotek Infrastructure Private Ltd., TCG Refineries Ltd., TCG Software Services Pvt. Ltd., TCG Urban Infrastructure Holdings Ltd., TCGA Research Private Ltd., Techna Infrastructure Private Ltd., TCG Real Estate Investment Management Company (P) Ltd., West Bengal Electronics Industry Development Corporation Ltd. and Labvantage Solutions (P) Ltd. Foreign Directorships: Chatterjee Refineries (Mauritius) Limited, TCG Lifesciences Mauritius Limited, Computer Associates TCG Software Holding (Mauritius) Ltd., Xtec International (Mauritius) Limited and Labvantage Solutions Inc.

Swadesh Chatterjee S/o Harisadhan Chatterjee, residing at 108, Lochview Drive Cary, North Carolina – 27511, U.S.A Designation: Director Occupation: Business consultant Term: Liable to retire by rotation

US 01580143 59 Raj Sonu Exports Pvt Ltd. Foreign Directorships: Fox Rx Inc. and Labvantage Solutions Inc.

Dr. Vijay Laxman Kelkar S/o Laxman Vijay Kelkar, Samudra Gaurav, 2nd Floor, Worli Sea Face Road, Worli, Mumbai- 400 030, Maharashtra Designation: Director Occupation: Retired civil servant Term: Liable to retire by rotation

Indian 00011991 65 IDFC Private Equity Co. Ltd., Tata Chemicals Ltd., Jet Airways (India) Ltd., Development Credit Bank, Hero Honda Motors Ltd., JM Financial Asset Management Pvt. Ltd., JSW Steel Ltd., Roche Scientific Co. (India) Pvt. Ltd., Lupin Limited, Britannia Industries Ltd, KPIT Cummins Infosystems Ltd., HDFC Ltd., Krishna Godavari Gas Network Ltd., Orbis Financial Services Pvt. Ltd. and Jet Lite (India) Ltd.

Mukul Sarkar S/o Abinash Chandra Sarkar,

Indian 00893700 40 Indus Medicare Limited and Natco Pharma Limited

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Name, Father's Name, Address, Designation, Occupation and Term

Nationality Director’s Identification Number

Age Other directorships/partnerships/ Board of Trusts

residing at Flat No. 1201, Wallace Apartments, Sleater Road, Mumbai 400 007, Maharashtra Designation: Nominee Director Occupation: Business Executive Term: Not liable to retire by rotation Birch Bayh S/o Birch Bayh, residing at 301, S. Harrison, Easton, MD 21601, U.S.A Designation: Director Occupation: Former member of Senate, U.S.A Term: Liable to retire by rotation

US 01801258† 79 Simon Property Group and Veneble LLP

Firdose Vandrevala S/o Ardeshir Vandrevala, residing at 192, NCPA Apartments, 19th Floor, Nariman Point, Mumbai 400 021, Maharashtra Designation: Director Occupation: Business executive Term: Liable to retire by rotation

Indian 00956609 57 Hirco Developments Pvt. Ltd., Patton International Ltd., Tata Ryerson Ltd. and Power Grid Corporation of India Ltd.

†Provisional DIN Brief Biographies of our Directors Dr. Purnendu Chatterjee¸ 57 years is a Director and the Chairman of our Company. He founded the Company in 1998. He holds a B. Tech. from Indian Institute of Technology, Kharagpur. He also holds a M.S. and Ph.D in operations research from the University of California, Berkley. He has over 30 years of work experience. Dr. Chatterjee is an industrialist with investments in petrochemicals, real estate, life sciences and financial services. He is responsible for providing strategic direction and guidance for the growth of our Company. Swapan Bhattacharya, 50 years, is the Managing Director of our Company. He has been associated with us since 1998. He holds a bachelor’s degree in technology from the Indian Institute of Technology, Kharagpur, a master of sciences from the Virginia Polytechnic Institute and State University, U.S.A and a degree in Master of Business Administration from Kellogg School of Management, Northwestern University, U.S.A. He has over 24 years of experience in national and international organizations. Prior to joining us, he has held positions with Paine Webber Inc. and the US Nuclear Regulatory Commission. He is currently responsible for the executive leadership and overall management of the Company. Swadesh Chatterjee, 59 years, is an independent director of our Company. He joined us in September 2007. He holds a bachelor’s degree in physics from the Calcutta University, a bachelor’s degree in instrumentation and electronic engineering from Jadavpur University and a M.Sc. in business management from North Carolina State University. He has over 35 years of experience in national and international

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organizations. He assists in the development of strategic relationships for which his compensation for the year ended March 31, 2007 was Rs. 5.23 million. Dr. Vijay Laxman Kelkar, 64 years, is an independent director of the Company. He holds a bachelor’s degree in science from University of Pune, India, 1963, M.S., from University of Minnesota, USA, 1965 and Ph.D from University of California Berkeley, USA, 1970. He has held various senior level positions in international organizations, as well as, in the Ministry, Government of India. The various portfolios he has handled include Advisor to Minister of Finance, Government of India amd Executive Director for India, Sri Lanka, Bangladesh and Bhutan at the International Monetary Fund, Washington, D.C., USA. He has over 35 years of experience in the industry. Dr. Kelkar joined our Board in September 2007. Mukul Sarkar, 40 years, is an independent director of the Company. He holds a bachelor’s degree in mechanical engineering from the Indian Institute of Technology, and a PGDM in finance from Indian Institute of Management, Kolkata. In his 17 years of experience he has worked in the field of investment and corporate banking. He joined our Board in September 2007. Birch Bayh, 79 years, is an independent director of our Company. He holds a degree in agriculture from Purdue University and a law degree from Indian University School of Law. He is a former member of the United States Senate and has held a position at the Senate for three terms. He has over 50 years of experience. He joined our Board in September 2007. He is currently partner at the Washington DC office of Venable LLP, a law firm. Firdose Vandrevala, 57 years, is a non-executive director of our Company. He holds a B.Tech and a PGDBM. In his 33 years of experience, he has been widely acknowledged for his role in developing Tata Teleservices as a major national player. He joined our Board in September 2007. Borrowing powers of the Board As per the provisions of the Companies Act and as per the provisions of the Articles of Association, the borrowing powers of our Board are limited to monies, where the money to be borrowed, together with monies already borrowed by our Company (apart from the temporary loans obtained from our bankers in the ordinary course of business), will not exceed, at any time, the aggregate of the paid up capital of our Company and its free reserves. Appointment of our Directors

Name of Directors Contract/ Appointment Letter/Resoluti

Term

Dr. Purnendu Chatterjee August 3, 1998 Liable to retire by rotation

Swapan Bhattacharya August 3, 1998 July 31, 2012 Dr.Vijay Laxman Kelkar September 19, 2007 Liable to retire by

rotation Birch Bayh September 19, 2007 Liable to retire by

rotation Swadesh Chatterjee September 19, 2007 Liable to retire by

rotation Mukul Sarkar September 19, 2007 Not liable to retire by

rotation Firdose Vandrevala September 19, 2007 Liable to retire by

rotation Corporate Governance The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance will be applicable to our Company immediately upon the listing of our Equity Shares with the Stock Exchanges. Our Company has complied with the corporate governance in accordance with Clause 49 (as applicable), especially in relation to appointment of independent Directors to our Board and constitution of the investor grievance committee. Our Company undertakes to take all necessary steps to

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comply with all the requirements of Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges prior to listing. Currently our Board has seven Directors, of which the Chairman of the Board is a non-executive and non-independent Director, and in compliance with the requirements of Clause 49 of the Listing Agreement, our Company has one executive Director and six non-executive Directors on our Board, of whom four are independent directors. Audit Committee The Audit Committee was constituted by our Directors at their Board meeting held on September 19, 2007. The Audit Committee comprises Mukul Sarkar as the Chairman. Other members include Firdose Vandrevala and Swadesh Chatterjee. The Audit Committee oversees the Company’s financial reporting process and disclosure of its financial information. The Audit Committee further reviews the internal control systems with the auditors, half yearly, quarterly and annual financial results, considers and discusses observations of the statutory and internal auditors, investigates any matter referred to it by the Board and reports to the Board on its recommendations on areas for attention.

Investors Grievance Committee The shareholders and Investors Grievance Committee was constituted by our Directors at their Board meeting held on September 19, 2007. The Investors’ Grievance Committee currently comprises Mukul Sarkar as the Chairman. Other members include Swapan Bhattacharya and Firdose Vandrevala. The Investors’ Grievance Committee has been constituted to address inter alia, shareholder and investor complaints, issue of duplicate share certificates, non-receipt of declared dividends, non- receipt of annual reports and other shareholder issues. Remuneration Committee The Remuneration Committee was constituted by our Directors at their Board meeting held on September 19, 2007. The Remumeration Committee currently comprises Dr. Vijay Laxman Kelkar as the Chairman. Other members include Mukul Sarkar and Firdose Vandrevala. The Remumeration Committee has been constituted to determine our Company’s policy on specific remuneration packages including pension rights and other benefits for executive directors. IPO Committee In addition, an IPO Committee has also been constituted by our Directors at their Board meeting held on September 1, 2007, for the purposes of this IPO comprising Swapan Bhattacharya as the Chairman. Other Members include Rakesh Pandya and Rajneesh Agarwal. The IPO Committee is authorised to do all such acts, deeds, matters and things as it may at its discretion deem necessary for such purpose including without limitation:

to the utilization of the issue proceeds,

appointment of key intermediaries,

finalizing the pricing, terms and conditions relating to the issue of the aforesaid Securities including amendments or modifications thereto as may be deemed fit by the Board / Committee,

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to sign and execute listing application(s), various agreements undertakings, deeds, declarations and all other documents and

to do all such acts, deeds and things, and to comply with all the formalities as may be required in

connection with and incidental to the aforesaid offering of securities including for the post-Issue formalities and with power to settle any question, difficulties or doubts that may arise in regard to issue or allotment of such Securities as it may in its absolute discretion think fit.

ESOP Committee The ESOP Committee was constituted by our Directors at their Board meeting held on September 19, 2007. The ESOP Committee currently comprises Firdose Vandrevala as the Chairman. Other members include Dr. Vijay Laxman Kelkar and Swadesh Chatterjee The ESOP Committee has been empowered to:

• determine the number of options to be granted, to each employee and in the aggregate, and the times at which such grants shall be made.

• lay down the conditions under which options vested in optionees may lapse in case of termination of employment for misconduct etc.

• determine the exercise period within which the optionee should exercise the options and that options would lapse on failure to exercise the same within the exercise period.

• specify the time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee.

• lay down the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate action.

• provide for the right of an optionee to exercise all the options vested in him at one time or at various points of time within the exercise period.

• lay down the method for satisfaction of any tax obligation arising in connection with the options or such shares.

• lay down the procedure for cashless exercise of options, if any. • provide for the grant, vesting and exercise of options in case of employees who are on long leave

or whose services have been seconded to any other company or who have joined any other subsidiary or other company at the instance of the employer company.

Shareholding of Directors in our Company

S. No. Name Number of Equity

Shares Held

Pre Issue Percentage

Shareholding

Post Issue# Percentage

Shareholding 1. Swapan Bhattacharya 500,005 0.89 0.76 TOTAL 500,005 0.89 0.76

# Assuming that the Directors do not subscribe for Equity Shares in the Issue Interests of Directors All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses, if any, payable to them under our Articles of Association, and to the extent of remuneration, if any, paid to them for services rendered as an officer or employee of our Company. Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by or allotted to the companies, firms, trusts, in which they are interested as directors, members, partners, trustees and promoters, pursuant to this Issue. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

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All the independent directors are entitled to receive sitting fees for attending the Board/committee meetings and commission based on the net profits of our Company within the limits laid down in the Companies Act. Except as stated in “Related Party Transactions” on page 161, and to the extent of shareholding in our Company, our Directors do not have any other interest in our business. Our Directors have no interest in any property acquired by our Company within two years of the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company. The details of remuneration include the following:

Particulars Remuneration (in rupees, unless otherwise stated) Basic Salary Rs. 300,000 per month Flexible Expenses Plan Rs. 300,000 per month Monthly Net Rs. 600,000 per month

Changes in Our Board of Directors during the last three years

Name Date of Appointment Date of Cessation Reason Amalendu Chatterjee March 1, 2000 September 20, 2007 Resignation Pratap Chatterjee August 31, 2005 September 20, 2007 Resignation

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Managerial Organizational Structure

Managing Director

Head - Finance

VP –Research Services

Head - HR

President and Chief Operating Officer –

Enterprise Informatics

VP – Corporate Development

Head – Corporate Affairs

President and Chief Operating Officer –

Clinical Development

Director Biology

Director Chemistry

Head – Clinincal Operations and Business

Development

Manager Communications

Manager Recruitments

Manager Finance & Company Secretary

DGM – Commercial Senior Manager - Finance

Sr. Manager Business Development

Manager Marketing

Manager - EHS Chief Technology Officer

VP – Translational Research

GM - Commercial

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Our Key Managerial Personnel In addition to our Chariman Dr. Purnendu Chatterjee and Managing Director Swapan Bhattacharya, whose details have been provided under “Biographies of our Directors” and “Remuneration of our Directors” on pages 100, following are the details of our other key managerial personnel. The details under this section are as of Fiscal 2007. Rakesh Pandya, 40 years, is the Head of Finance of our Company. He has been associated with us since 2001. He holds a bachelor’s degree in chemical engineering from the Indian Institute of Technology, Kharagpur and a degree in Post Graduate Diploma in Management from Indian Institute of Management, Bangalore. He has over 15 years of experience in finance. Prior to joining the Company, he was employed with Institute of Molecular Medicine and Chatterjee Management Services Private Limited. He is currently responsible for the financial management of the Company. His annual compensation for fiscal 2007 was Rs. 2.89 million. Arnab Ray, 38 years, is the Head of Human Resource Management of our Company. He joined us in 2001. He holds a Post Graduate Diploma in Business and Industrial Relation from XLRI, Jamshedpur and a bachelor’s degree from Bengal Engineering College, Shibpur. He has about 12 years experience in the industry. Prior to joining the Company, he held various senior positions. He is currently responsible for the recruitment, retention and development of human resource activities for the Company. His annual compensation for fiscal 2007 was Rs. 2.31 million. Sunayana Harlalka, 30 years, is the Company Secretary and Manager, Finance of our Company. She joined our Company in 2004. She holds a bachelor’s and a master’s degree in commerce from Calcutta University and is a member of The Institute of Chartered Accountants of India. She is a member of The Institute of Company Secretaries of India, and is also a Certified Public Accountant from the American Institue of Certified Public Accountants, USA. She has about six years of experience in managing company accounts, finances and secretarial matters. She is currently responsible for all secretarial functions and financial planning activities of the Company. Her annual compensation for fiscal 2007 was Rs. 0.58 million. Sandeep Gupta, 51 years, is the Head of Corporate Affairs of our Company. He holds a bachelor’s degree in commerce from Agra University and is a member of The Institute of Chartered Accountants of India. He has over 27 years of experience in national and international organizations. He has been associated with us from 2006. Prior to joining the Company, he held various consultancy positions in different industries. He is currently an employee of Clininvent, a subsidiary of our Company and is responsible for the strategic planning and relationship building for the Company. His annual compensation for fiscal 2007 was Rs. 1.63 million. Ashis Saha, 48 years, is the Vice-President, Research Services of our Company. He joined us in February 2007. He holds a master’s degree in chemistry from the Indian Institute of Technology, Kanpur and a Ph.D in chemistry from the University of Michigan, U.S.A. He has over 20 years of experience in the areas of anti-infectives, oncology, CNS and auto-immune diseases. Prior to joining the Company, he held positions with Epix Pharma and Johnson & Johnson. He is currently responsible for business development of the Company. His annual compensation for fiscal 2007 was Rs. 8.75 million. Rahul Dasgupta, 46 years, is the Deputy General Manager, commercial and regulations department of our Company. He joined our Company in 2000. He holds a bachelor’s degree in commerce from Calcutta University, and is a member of The Institute of Chartered Accountant of India. He has over 24 years of experience. Prior to joining the Company, he held various senior-level positions. He is currently responsible for commercial activities and compliance of various state and central statutes for the Company. His annual compensation for fiscal 2007 was Rs. 1.18 million. Ron Kasner, 34 years, is the Vice President, Corporate Development, marketing and business development of Labvantage Solutions Inc. He joined us in 2004. He holds a Juris Doctor degree from Harvard Law School, a bachelor of science degree for commerce from the University of Virginia, U.S.A and additional graduate degrees from the Harvard Business School and John Hopkins Biotechnology Enterprise program. He has over 12 years of experience in various professional and managerial capacities, both in the corporate and non-profit sector organizations. Prior to joining us, he held various positions with Venable LLP, 3Plex

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Inc. and Tattersall Advisory Group Inc., Geshercity Inc. and JCC Association. He is currently responsible for directing the long-term corporate solutions strategies, global marketing initiatives and business development opportunities. His annual compensation for fiscal 2007 was Rs. 7.69 million. Dr. Arun Bhatt, 54 years, is the President and Chief Operating Officer of Clininvent. He joined us in 2003. He is an M.D in internal medicine from the Bombay University, an MFPM from the Royal College of Physicians, U.K and FICP from the Indian College of Physicians, India. He has over 30 years of experience in clinical research and development. Prior to joining the Company, he held various positions with Novartis, India. His annual compensation for fiscal 2007 was Rs. 4.19 million. James Aurelio, 55 years, is the President and Chief Operating Officer of Labvantage Solutions Inc. He joined the Labvantage Solutions Inc. in 2000. He has a Bachelor of Science degree in biology and chemistry from St. Joseph’s College, Indiana and obtained a certificate in management from the Graduate School of Business at the University of Denver. He has over 25 years of experience. Prior to joining the Company, he held various positions with Beckman Coulter’s Laboratory and Beckman Coulter’s Robotics. He is currently responsible for overall operations and strategic leadership of Labvantage Solutions Inc. His annual compensation for fiscal 2007 was Rs.15.44 million. None of our Directors or key managerial personnel are related to each other. All our key managerial personnel are permanent employees of our Company and/or our Subsidiaries. Shareholding of the Key Managerial Personnel Other than as disclosed below, none of our key managerial personnel hold Equity Shares in our Company.

S. No Name of Key Managerial Personnel Number of shares 1 Swapan Bhattacharya 500,005 2. Rakesh Pandya 1

Bonus or profit sharing plan of our Key Managerial Personnel Except the ESOP, there is no other bonus or profit sharing plan for our key managerial personnel. For details of the ESOP, see “Capital Structure” on page 42. Interest of Key Managerial Personnel Except as disclosed below, none of our key managerial personnel have any interest in our Company and/or our Subsidiaries other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business and to the extent of Equity Shares held by them in our Company and/or our Subsidiaries. Set forth below are our key managerial employees who are directors in our Promoter Group companies.

S. No. Name Directorships

1 Rakesh Pandya TCGSSPL; Skytech; CA TCG Software Private Limited; TCGA Research Private Limited; Celcius; and Silicogene.

2. Arun Bhatt International Biotech Park Limited. Set forth below are our key managerial employees who are directors in our Subsidiaries.

S. No. Name Directorships 1. James Aurelio LabVantage US, LabVantage UK, LVS, Cygnus and LabVantage Europe 2. Rakesh Pandya Clininvent and LVS

For further details, see the sections titled “History and Certain Corporate Matters” and “Our Promoters and Promoter Group” on pages 92 and 111.

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Changes in our Key Managerial Personnel The changes in our key managerial personnel during the last three years are as follows: Name Designation Company Date of change* Reason Rakesh Pandya Head, Finance Transferred from Institute of

Molecular Medicine to TCGLS

April 1, 2007 Transfer

Sandeep Gupta Head, Corporate Affairs

Transferred from TCGA Research Private Limited to Clininvent

April 1, 2007 Transfer

Y Koteswar Rao Executive Vice-President

TCGLS July 10, 2006 Resignation

Ashis Saha Vice-President, Research Services

LVS February, 2007 Appointment

* Some of our key managerial personnel have been promoted more than once in the last three years. The above table enumerates the details of last promotion in relation to such key managerial personnel. ** Engaged as consultants Employee Stock Option Scheme For details of our ESOP, see “Capital Structure – Notes to Capital Structure” on page 42. Payment or benefit to our officers (non-salary related) No amount or benefit has been paid or given to any officer of our Company within the two preceding years from the date of filing of this Draft Red Herring Prospectus or is intended to be paid, other than in the ordinary course of their employment, other than the options granted to them under the ESOP. Except as stated in the section titled “Financial Statements” beginning on page 163, none of the beneficiaries of loans and advances and sundry debtors are related to our Directors.

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OUR PROMOTERS AND PROMOTER GROUP Promoters Our Promoters are Dr. Purnendu Chatterjee and TCG Lifesciences Mauritius Limited.

The details of our Promoters are as follows: Dr. Purnendu Chatterjee:

Identification Details Passport 113150301 Driving License 899 809 958 SEBI Registration No. IN-HK-FA-0180-94

Dr. Purnendu Chatterjee, 57 years is a Director and the Chairman of our Company. He founded the Company in 1998. He holds a B. Tech. from Indian Institute of Technology, Kharagpur. He also holds a M.S. and Ph.D in operations research from the University of California, Berkley. He has over 30 years of work experience. Purnendu Chatterjee is an industrialist with investments in petrochemicals, real estate, life sciences and financial services sectors. He is responsible for providing strategic direction and guidance for the growth of our Company.

For other details relating to our Promoters, including addresses, terms of appointment as our Directors and other directorships, see the section titled “Our Management” on page 100. TCG Lifesciences Mauritius Limited TCG Lifesciences Mauritius Limited was incorporated on November 8, 1994 under the Mauritius Companies Act, 1984. The company is engaged in the business of investment holdings. The company shall be dissolved at the expiry of 45 years from the date of its incorporation. Shareholding Pattern The equity shares of TCG Lifesciences Mauritius Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of TCG Lifesciences Mauritius Limited as on September 27, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Dr. Purnendu Chatterjee 2,182,000 27.7 CSL Holdings (Mauritius) Limited 5,695,225 72.3 Total 7,877,225 100.00 Board of Directors The board of directors of TCG Lifesciences Mauritius Limited as on September 27, 2007 comprises the following: 1. Uday Kumar Gujadhur; 2. Yuvraj Kumar Juwaheer; 3. Dr. Purnendu Chatterjee; 4. Swapan Bhattacharya; and 5. Vijay Krishna Chaudhry. Financial Performance The financial results of TCG Lifesciences Mauritius Limited for fiscals 2004, 2005 and 2006 are set forth below:

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(In USD, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 21 73 257 Profit/ (Loss) after tax (7349) (10540) (14307) Equity capital (paid up) 100 100 5,777,225 Reserves and Surplus (excluding revaluation reserves)

(29303) (39843) (54150)

Earnings/ (Loss) per share (diluted) (USD)

(735) (105) (0.002)

Book value per equity share (USD) (292) (397) (0.99) Common Pursuits Except as disclosed in the Draft Red Herring Prospectus, the Promoters do not have an interest in any venture that is involved in any activities similar to those conducted by the Company or any member of the Promoter Group. Interest in promotion of our Company Our Company is promoted by Dr. Purnendu Chatterjee and TCG Lifesciences Mauritius Limited. Interest in the property of our Company Except as follows, the Promoters do not have any interest in any property acquired by our Company within two years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company. Payment of benefits to our Promoters during the last two years Except as stated in the section titled “Financial Statements- Related Party Transactions” on page 161, there has been no payment of benefits to our Promoters during the last two years from the date of filing of this Draft red Herring Prospectus. Related Party Transactions For details of the related party transactions, see the section titled “Financial Statements- Related Party Transactions” on page 163. Other Undertakings and Confirmations Our Company undertakes that the details of the PAN, bank account numbers and passport numbers of our Promoters will be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus with the Stock Exchanges. Further, our Promoters and Promoter Group entities, including relatives of the Promoters, have confirmed that they have not been detained as willful defaulters by the RBI or any other Governmental authority and, except for those disclosed in the section titled “History and Certain Corporate Matters” and “Risk Factors” on page 92 and xiv, respectively, there are no violations of securities laws committed by them in the past or are pending against them. Additionally, none of the Promoters’ entities have been restrained from accessing the capital markets for any reasons by SEBI or any other authorities. Promoter Group In addition to the Promoters named above, the following natural persons, companies, HUF’s and partnerships form a part of the Promoter Group. The natural persons who are part of the Promoter Group (being the immediate relatives of our Promoters), apart from the individual Promoters mentioned above, are as follows:

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S. No. Name Relation with Promoters

1. Amalendu Chatterjee Brother of Dr. Purnendu Chatterjee 2. Subhasendu Chatterjee Brother of Dr. Purnendu Chatterjee 3. Anjali Mukherjee Sister of Dr. Purnendu Chatterjee 4. Kalyani Banerjee Sister of Dr. Purnendu Chatterjee 5. Shibani Bhattacharya Sister of Dr. Purnendu Chatterjee 6. Amita Chatterjee Wife of Dr. Purnendu Chatterjee 7. Keya Chatterjee Daughter of Dr. Purnendu Chatterjee 8. Viren Shah Father in law of Dr. Purnendu Chatterjee 9. Jyoti Shah Mother in law of Dr. Purnendu Chatterjee 10. Rajesh Shah Brother in law of Dr. Purnendu Chatterjee 11. Suketu Shah Brother in law of Dr. Purnendu Chatterjee

Promoter Group Companies & Entities The companies that are part of the Promoter Group are as follows:

S. No. Name of Promoter Group Company 1. Techna Digital Services Private Limited. 2. Fi-Tek Private Limited. 3. TCG Ivega Information Technologies Private Limited. 4. TCG Software Services Private Limited.* 5. Skytech Solutions Private Limited. 6. Pace Business Systems Private Limited.* 7. CA TCG Software Private Limited. 8. Merlin Resources Private Limited. 9. Merlin Enclaves Private Limited. 10. TCGA Research Private Limited. 11. Celcius Technologies Private Limited. 12. Calgary Agritech Private Limited.* 13. Banco Business Private Limited. 14. General Services Corporation Private Limited.* 15. TCG Advisory Services Private Limited. 16. Techna Infrastructure Private Limited*. 17. TCG Software Parks Private Limited.* 18. TCG Real Estate Investment Management Company Private Limited.* 19. First Incubators Services Private Limited*. 20. Green Cross Therapeutics Private Limited. 21. Institute of Molecular Medicine. 22. I Create Foundation. 23. Coppola Holdings Private Limited. 24. Chatterjee Petrochem (India) Private Limited. 25. Eclipse Trades Private Limited. 26. Danke Dealers Private Limited. 27. Green Acre Developers Private Limited. 28. Silicogene Informatics Private Limited. 29. TCG Refineries Limited. 30. TCG Aviation Private Limited. 31. Pench Power Limited. 32. TCG Facilities Management Services Private Limited.* 33. Boulevard Services Private Limited*. 34. Bengal Intelligent Parks Private Limited.* 35. BIP Developers Private Limited.* 36. Haldia Polyparks Private Limited. 37. Haldia Power Limited. 38. Chatterjee Management Services Private Limited. 39. Asian Gateway Limited. 40. TCG Developments (India) Private Limited.* 41. Realty Services Trustee Company Private Limited.* 42. International Biotech Park Limited.* 43. Energetic Construction Private Limited.* 44. Altius Management Advisors Private Limited.* 45. Crossover Films Private Limited.

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46. TCG Urban Infrastructure Holdings Limited. 47. HPL Cogeneration Limited. 48. Indian Capital Corporation. 49. TCG Chembiotek Infrastructure Private Limited*. 50. Flexex Technologies India Private Limited. 51. Captech Online Private Limited. 52. Galaxy Entertainment Corporation Limited. 53. GIC Asset Management Company Limited. 54. Galaxy Entertainment (India) Private Limited. 55. Business Process Outsourcing India Private Limited. 56. Outsource Partners International Private Limited. 57. National Tax Preparation Services Private Limited. 58. Haldia Petrochemicals Limited. 59. Haldia Riverside Estates Limited.* 60. Haldia Cracker Complex Limited.*

*these companies are step down subsidiaries of our Promoter Group companies. The details of our Promoter Group companies are as below: Techna Digital Services Private Limited Techna Digital Services Private Limited was incorporated on June 6, 1990 and is engaged in the business of software development. Shareholding Pattern The equity shares of Techna Digital Services Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Techna Digital Services Private Limited as on September 20, 2007.

Name of Shareholder Number of Equity Shares % of Issued Equity Share Capital

Dr. Alo Ghosh 5,431 52.21 International Software Investment (Mauritius) Limited 3,900 37.49 Piyali Ghosh 448 4.32 Sumana Ghosh 225 2.16 Sulagna Ghosh 224 2.15 Kalyan Sen 101 0.97 Anindita Sen 50 0.48 Bhaskar Sen 21 0.20 N. S. Seetharama 1 0.01 Binod P Homagi 1 0.01 Total 10,402 100.00 Board of Directors The board of directors of Techna Digital Services Private Limited as on September 20, 2007 comprises the following: 1) Dr. Alo Ghosh; 2) Ted Sarbin; and 3) N. S. Seetharama. Financial Performance The financial results of Techna Digital Services Private Limited for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 42.35 0.34 1.36

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Profit/ (Loss) after tax (40.96) (36.67 ) (11.70) Equity capital (par value Rs. 10 per share)

1.04 1.04 1.04

Reserves and Surplus (excluding revaluation reserves)

152.28 115.60 103.91

Earnings/ (Loss) per share (diluted) (Rs.)

(3937) (3526) (1124)

Book value per equity share (Rs.) 14739 11214 10089 There has been no change in the capital structure of Techna Digital Services Private Limited in the last six months. Fi-Tek Private Limited Fi-Tek Private Limited was incorporated on February 19, 1999. It was initially set up as Edison Infotech Private Limited with the main objective of engaging in software development for information services. The name of the company was subsequently changed to that of Fi-Tek Private Limited on November 20, 2003. Fi-Tek Private Limited is a wholly owned subsidiary of Fi-Tek LLC, USA. Shareholding Pattern The equity shares of Fi-Tek Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Fi-Tek Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital FI- Tek LLC 9,998 99.98 Surajit Banerjee jointly with FI-Tek LLC 1 0.01 Ranjan Roy jointly with FI-Tek LLC 1 0.01 Total 10,000 100 Board of Directors

The board of directors of Fi-Tek Private Limited as on September 20, 2007 comprises the following: 1) Subir Chatterjee; 2) Surajit Banerjee; and 3) Ranjan Roy. Financial Performance The financial results of Fi-Tek Private Limited for fiscals 2005, 2006 and 2007are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income 32.81 47.34 58.90 Profit/ (Loss) after tax 2.55 5.91 7.05 Equity capital (par value Rs. 10 per share)

0.1 0.1 0.1

Reserves and Surplus (excluding revaluation reserves)

8.17 14.08 21.13

Earnings/ (Loss) per share (diluted) (Rs.)

255.2 590.80 705.1

Book value per equity share (Rs.) 827.38 1418.27 2123.38 There has been no change in the capital structure of Fi-Tek Private Limited in the last six months. TCGIvega Information Technologies Private Limited (“TCGIvega”) TCGIvega was incorporated on August 6, 1997. It is engaged in business of software development.

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Shareholding Pattern The equity shares of TCGIvega are not listed on any stock exchange. Set forth below is the shareholding pattern of TCGIvega as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Dr. Purnendu Chatterjee 658,351 8.16 S-C Aviation (Mauritius) Limited. 5,013,867 62.16 Giri Devanur 1,046,792 12.98 Pace 615,214 7.63 TCG Ivega ESOP Trust 64,230 0.80 Others 667,460 8.27 Total 8,065,914 100.00 Board of Directors

The board of directors of TCGIvega as on September 20, 2007 comprises the following: 1) Dr. Purnendu Chatterjee; 2) Dilip Advani; 3) Swapan Bhattacharya; 4) Giri Devanur; 5) Pallab Kumar Chatterjee; and 6) Aniruddha Lahiri.

Financial Performance The financial results of TCGIvega for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 242,651 230,722 174,977 Profit/ (Loss) after tax 17,722 (42,069) (47,366) Equity capital (par value Rs. 10 per share)

30,520 80,659 80,659

Reserves and Surplus (excluding revaluation reserves)

286,183 258,553 211,187

Earnings/ (Loss) per share (diluted) (Rs.)

5.81 (11.17) (5.87)

Book value per equity share (Rs.) 103.77 42.06 36.18

There has been no change in the capital structure of TC Ivega in the last six months. TCG Software Services Private Limited (“TCGSSPL”) TCGSSPL was incorporated on September 12, 1995 by the name of X Tec Software Private Limited. The name of the Company was changed to TCG Software Services Private Limited on December 5, 1997. TCGSSPL is engaged in the business of software. TCGSSPL is a wholly owned subsidiary of TCGIvega. Shareholding Pattern The equity shares of TCGSSPL are not listed on any stock exchange. Set forth below is the shareholding pattern of TCGSSPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Dr. Purnendu Chatterjee 10 0.00 Swapan Bhattacharya 10 0.00

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Kishore Bhattacharya 10 0.00 TCGIvega 5,236,109 100.00 Total 5,236,139 100.00 Board of Directors

The board of directors of TCGSSPL as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; 2) Subhasendu Chatterjee; and 3) Rakesh Pandya. Financial Performance The financial results of TCGSSPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 348.9 367.9 258.1 Profit/ (Loss) after tax 30.6 (19.08) (51.06) Equity capital (par value Rs. 10 per share)

52.36 52.36 52.36

Reserves and Surplus (excluding revaluation reserves)

122.37 103.3 52.23

Earnings/ (Loss) per share (diluted) (Rs.)

5.84 (3.65) (9.75)

Book value per equity share (Rs.) 33.37 29.73 19.98 There has been no change in the capital structure of TCGSSPL in the last six months. Skytech Solutions Private Limited (“Skytech”) Skytech was incorporated on April 5, 1999. It is engaged in the business of developing and maintaining software mainly for the airlines industry. Shareholding Pattern The equity shares of Skytech are not listed on any stock exchange. Set forth below is the shareholding pattern of Skytech as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Swapan Bhattacharya 10 0.00 Sanjeev Kumar Sharma 10 0.00 Skytech Solutions LLC 867,150 100.00 Total 867,170 100.00 Board of Directors

The board of directors of Skytech as on September 20, 2007comprises the following: 1) Swapan Bhattacharya; and 2) Rakesh Pandya. Financial Performance The financial results of Skytech for fiscals 2004, 2005 and 2006 are set forth below:

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(In Rs. Millions, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 287,506 331,403 354,796 Profit/ (Loss) after tax 76,982 53,517 51,765 Equity capital (par value Rs. 10 per share)

8,672 8,672 8,672

Reserves and Surplus (excluding revaluation reserves)

100,796 94,985 122,030

Earnings/ (Loss) per share (diluted) (Rs.)

88.77 61.71 59.69

Book value per equity share (Rs.) 126.10 119.53 150.72 There has been no change in the capital structure of Skytech in the last six months. Pace Business Systems Private Limited (“Pace”) Pace was incorporated on January 10, 1995. It is engaged in the business of software development. Shareholding Pattern The equity shares of Pace are not listed on any stock exchange. Set forth below is the shareholding pattern of Pace as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGIvega 10,040 99.80 Swapan Bhattacharya jointly with TCGIvega 10 0.10 Sanjeev Sharma jointly with TCGIvega 10 0.10 Total 10,060 100.00 Board of Directors

The board of directors of Pace as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; and 2) Sanjeev Kumar Sharma. Financial Performance The financial results of Pace for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - - - Profit/ (Loss) after tax (44) (101) (201) Equity capital (par value Rs. 10 per share)

101 101 101

Reserves and Surplus (excluding revaluation reserves)

(204) (306) (507)

Earnings/ (Loss) per share (diluted) (Rs.)

(4.37) (10.07) (20.02)

Book value per equity share (Rs.) (10.67) (20.56) (40.40) There has been no change in the capital structure of Pace in the last six months. CA TCG Software Private Limited (“CATCG”) CATCG was incorporated on January 29, 1998. It is engaged in the business of software development. Shareholding Pattern

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The equity shares of CATCG are not listed on any stock exchange. Set forth below is the shareholding pattern of CATCG as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Swapan Bhattacharya 10 0.00 Rakesh Pandya 10 0.00 CA TCG Software holdings (Mauritius) Limited. 8,632,444 100.00 Total 8,632,464 100.00 Board of Directors

The board of directors of CATCG as on September 20, 2007comprises the following: 1) Swapan Bhattacharya; 2) Rakesh Pandya; 3) Mark F. Stoll; and 4) Jay H. Diamond. Financial Performance The financial results of CATCG for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 334,864 201,933 8,713 Profit/ (Loss) after tax 75,235 (21,067) (39,195) Equity capital (par value Rs. 10 per share)

86,325 86,325 86,325

Reserves and Surplus (excluding revaluation reserves)

44,003 22,935 (16,259)

Earnings/ (Loss) per share (diluted) (Rs.)

8.72 (2.44) (4.54)

Book value per equity share (Rs.) 15.10 12.66 8.12

There has been no change in the capital structure of CATCG in the last six months. Merlin Resources Private Limited (“MRPL”) MRPL was incorporated on December 21, 1995. It is engaged in the business of finance and securities. Shareholding Pattern The equity shares of MRPL are not listed on any stock exchange. Set forth below is the shareholding pattern of MRPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Dr. Purnendu Chatterjee 196,465 7.44 Swapan Bhattacharya 10 0.00 Kishore Bhattacharya 10 0.00 Chatterjee Management Services Pvt. Ltd. 969,980 36.75 TCG Aviation (Mauritius) Ltd. 1,473,170 55.81 Total 2,639,635 100.00 Mentioned below are certain details of the preference share capital and/or convertible debentures of the company:

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Name of Shareholder Number of convertible/ redeemable Preference Shares, if any

Number of Convertible Debentures, if any

Indian Capital Corporation Ltd. 700,000 NA Total 700,000 NA

Board of Directors

The board of directors of MRPL as on September 20, 2007 comprises the following:

1) Pratap Kumar Chatterjee; and 2) Sanjeev Kumar Sharma.

Financial Performance The financial results of MRPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 12,214 55,305 244,838 Profit/ (Loss) after tax (108,937) (2,869) 211,195 Equity capital (par value Rs. 10 per share)

94,432 96,396 96,396

Reserves and Surplus (excluding revaluation reserves)

48,483 82,943 294,138

Earnings/ (Loss) per share (diluted) (Rs.)

(44.59) (1.09) 80.00

Book value per equity share (Rs.) 29.86 41.44 120.71 There has been no change in the capital structure of MRPL in the last six months. Merlin Enclaves Private Limited (“MEPL”) MEPL was incorporated on December 27, 1995. It is engaged in the business of finance and securities. Shareholding Pattern The equity shares of MEPL are not listed on any stock exchange. Set forth below is the shareholding pattern of MEPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Sanjeev Kumar Sharma 10 0.00 Debashis Das 10 0.00 MRPL 481,750 50.00 Chatterjee Management Services Private Limited 481,750 50.00 Total 963,520 100.00 Board of Directors

The board of directors of MEPL as on September 20, 2007 comprises the following: 1) Pratap Kumar Chatterjee; 2) Sanjeev Kumar Sharma; and 3) Debashis Das. Financial Performance The financial results of MEPL for fiscals 2004, 2005 and 2006 are set forth below:

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(In Rs. 000, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income - - 68,591 Profit/ (Loss) after tax (118) (106) 68,399 Equity capital (par value Rs. 10 per share)

9,635 9,635 9,635

Reserves and Surplus (excluding revaluation reserves)

(727) (621) 69,019

Earnings/ (Loss) per share (diluted) (Rs.)

(0.12) (0.11) 70.99

Book value per equity share (Rs.) 10.75 10.64 81.63 There has been no change in the capital structure of MEPL in the last six months. TCGA Research Private Limited (“TCGA”) TCGA was incorporated on July 25, 2003. It is engaged in the business of providing biotech services. Shareholding Pattern The equity shares of TCGA are not listed on any stock exchange. Set forth below is the shareholding pattern of TCGA as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Swapan Bhattacharya 10 0.01 Rakesh Pandya 10 0.01 Chatterjee Management Services Private Limited 4,990 3.43 MEPL 4,990 3.43 CSL Holdings (Mauritius) Limited 135,636 93.13 Total 145,636 100.00 Board of Directors

The board of directors of TCGA as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; and 2) Rakesh Pandya. Financial Performance The financial results of TCGA for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - 323 381 Profit/ (Loss) after tax (50) (528) (759) Equity capital (par value Rs. 10 per share)

100 100 100

Reserves and Surplus (excluding revaluation reserves)

(50) (579) (1338)

Earnings/ (Loss) per share (diluted) (Rs.)

(5.00) (52.88) (75.90)

Book value per equity share (Rs.) 0.12 (5.07) (12.38)

There has been no change in the capital structure of TCGA in the last six months. Celcius Technologies Private Limited (“Celcius”) Celcius was incorporated on March 15, 2000. It is engaged in the business of software development.

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Shareholding Pattern The equity shares of Celcius are not listed on any stock exchange. Set forth below is the shareholding pattern of Celcius as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Swapan Bhattacharya 10 0.00 Rakesh Pandya 10 0.00 International Software Investment (Mauritius) Limited 994,601 100.00 Total 994,621 100.00 Board of Directors

The board of directors of Celcius as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; 2) Rakesh Pandya; 3) Pratap Kumar Chatterjee; and 4) Subhasendu Chatterjee. Financial Performance The financial results of Celcius for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000s, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 11,815 5,731 9,920 Profit/ (Loss) after tax 9 389 1,307 Equity capital (par value Rs. 10 per share)

9,946 9,946 9,946

Reserves and Surplus (excluding revaluation reserves)

(12,103) (11,715) (10,407)

Earnings/ (Loss) per share (diluted) (Rs.)

0.01 0.39 1.31

Book value per equity share (Rs.) (2.18) (1.78) (0.46) There has been no change in the capital structure of Celcius in the last six months. Calgary Agritech Private Limited (“Calgary”) Calgary was incorporated on January 10, 1995. It is engaged in the business of investment and management of real estate. Shareholding Pattern The equity shares of Calgary are not listed on any stock exchange. Set forth below is the shareholding pattern of Calgary as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Pratap Kumar Chatterjee 10 0.00 Sanjeev Kumar Sharma 10 0.00 MRPL 839,980 100.00 Total 840,000 100.00 Board of Directors

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The board of directors of Calgary as on September 20, 2007 comprises the following: 1) Pratap Kumar Chatterjee; 2) Sanjeev Kumar Sharma; and 3) Amita Chatterjee. Financial Performance The financial results of Calgary for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. 000, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income 302 331 303 Profit/ (Loss) after tax 98 103 100 Equity capital (par value Rs. 10 per share)

8,400 8,400 8,400

Reserves and Surplus (excluding revaluation reserves)

138,927 139,030 139,130

Earnings/ (Loss) per share (diluted) (Rs.)

0.12 0.12 0.12

Book value per equity share (Rs.) 175.39 175.51 175.63 There has been no change in the capital structure of Calgary in the last six months. Banco Business Private Limited (“Banco”) Banco was incorporated on June 6, 1995. It is engaged in the business of finance and securities. Shareholding Pattern The equity shares of Banco are not listed on any stock exchange. Set forth below is the shareholding pattern of Banco as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital G.P. Krishnan 10 0.00 Debashis Das 10 0.00 MEPL 175,480 49.99 MRPL 175,500 50.00 Total 351,000 100.00 Board of Directors

The board of directors of Banco as on September 20, 2007 comprises the following: 1) G. P. Krishnan; and 2) Debashis Das.

Financial Performance The financial results of Banco for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. 000, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income -- 68,972 - Profit/ (Loss) after tax (61) 68,820 (100) Equity capital (par value Rs. 10 per share)

3510 3,510 3,510

Reserves and Surplus (excluding (221) 68,600 68,499

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revaluation reserves) Earnings/ (Loss) per share (diluted) (Rs.)

(0.17) 196.07 (0.29)

Book value per equity share (Rs.) 9.37 205.44 205.15

There has been no change in the capital structure of Banco in the last six months. General Services Corporation Private Limited (“GSCPL”) GSCPL was incorporated on March 15, 2000 in the name of Cybernet Solutions Private Limited. The name of the company was changed to GSCPL on February 21, 2003. It is engaged in the business of real estate development. Shareholding Pattern The equity shares of GSCPL are not listed on any stock exchange. Set forth below is the shareholding pattern of GSCPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Swapan Bhattacharya 10 0.10 Sanjeev Kumar Sharma 10 0.10 Green Acre 10,000 99.80 Total 10,020 100.00 Board of Directors

The board of directors of GSCPL as on September 20, 2007 comprises the following: 4) Swapan Bhattacharya; and 5) Sanjeev Kumar Sharma. Financial Performance The financial results of GSCPL for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. 000, except per share data) Fiscal 2005 Fiscal 2006 Fiscal 2007

Sales and other income -- -- -- Profit/ (Loss) after tax (86) (438) (104) Equity capital (par value Rs. 10 per share)

100 100 100

Reserves and Surplus (excluding revaluation reserves)

(339) (777) (881)

Earnings/ (Loss) per share (diluted) (Rs.)

(8.57) (43.74) (10.40)

Book value per equity share (Rs.) (58.06) (67.56) (77.96) There has been no change in the capital structure of GSCPL in the last six months.

TCG Advisory Services Private Limited TCG Advisory Services Private Limited was incorporated on March 25, 2003 in the name of Winstar Portfolio Advisors Private Limited. The name of the company was changed to TCG Advisory Services Private Limited on November 18, 2003. The company is engaged in the business of undertaking and providing advisory, consultancy and procedural services for portfolio management and maintenance, acting as investment analysts, investment advisors and investment bankers, managing funds of any individual or company in various avenues like growth funds, income funds, risk funds, tax exempt funds, pension and super-annuation funds, and passing on the benefits of portfolio investments to investors as dividend bonus,

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providing complete range of personal financial services, acting as financial consultants, management consultants, business consultants, advisors, counselors for investment planning, estate planning, tax planning and matter connected thereto.

Shareholding Pattern The equity shares of TCG Advisory Services Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of TCG Advisory Services Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Sitara Solutions Mauritius Limited 22,42,000 99.56 MEPL 4,999 0.22 MRPL 4,999 0.22 Pratap S. Chatterjee 1 0 Aniruddha M. Lahiri. 1 0 Total 22,52,000 100 Board of Directors

The board of directors of TCG Advisory Services Private Limited as on September 20, 2007 comprises the following: 1) Radhika Rajan; 2) Pratap Chatterjee; and 3) Aniruddha M. Lahiri. Financial Performance The financial results of TCG Advisory Services Private Limited for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 1,991,439 269,531 18,415,802 Profit/ (Loss) after tax (3,262,298) (8,201,288) 1,772,717 Equity capital (par value Rs. 10 per share)

100,000 100,000 100,000

Reserves and Surplus (excluding revaluation reserves)

0 0 0

Earnings/ (Loss) per share (diluted) (Rs.)

(326.22) (820.13) 177.27

Book value per equity share (Rs.) (326.22) (1,146.36) (969.09) There has been no change in the capital structure of TCG Advisory Services Private Limited in the last six months. Techna Infrastructure Private Limited (“Techna”) Techna was incorporated on May 1, 1997. The company is engaged in the business of development, construction, leasing and sale of commercial properties in Kolkata, West Bengal. Techna is a wholly owned subsidiary of TCG Urban Infrastructure Holdings Limited (“TCGUIH”). Techna, prior to being acquired by TCGUIH, was a software development company. However, after the said acquisition, it is engaged in the current business.

Shareholding Pattern

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The equity shares of Techna are not listed on any stock exchange. Set forth below is the shareholding pattern of Techna as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 4,993 99.86 Pratap Chatterjee jointly with TCGUIH 1 0.02 Arijit Majumder jointly with TCGUIH 1 0.02 Kuntala Basu jointly with TCGUIH 1 0.02 Amalendu Chatterjee jointly with TCGUIH 1 0.02 Debapriyo Sarkar jointly with TCGUIH 1 0.02 Swapan Bhattacharya jointly with TCGUIH 1 0.02 Kishore Bhattacharya jointly with TCGUIH 1 0.02 Total 5,000 100

Board of Directors

The board of directors of Techna as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; 2) Pratap Chatterjee; and 3) Bhaskar Roy.

Financial Performance The financial results of Techna for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - 0.11 0.01 Profit/ (Loss) after tax (39.89) (3.68) (17.15) Equity capital (par value Rs. 10 per share)

0.10 0.50 0.50

Reserves and Surplus (excluding revaluation reserves)

(19.56) (23.24) (40.38)

Earnings/ (Loss) per share (diluted) (Rs.)

(39753.00) (735.23) (3429.25)

Book value per equity share (Rs.) (19304.49) (4547.18) (7976.43)

There has been no change in the capital structure of Techna in the last six months. TCG Software Parks Private Limited (“TCG Software”) TCG Software was incorporated on January 19, 1993 in the name of Sparkle Endeavors and Estate Private Limited. The name of the company was subsequently changed to TCG Software Parks Private Limited on July 8, 2004. TCG Software is a wholly owned subsidiary of TCGUIH and is engaged in developing an information technology park in Chennai.

Shareholding Pattern The equity shares of TCG Software are not listed on any stock exchange. Set forth below is the shareholding pattern of TCG Software as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 49,930 99.86 Pratap Chatterjee jointly with TCGUIH 10 0.02 Arijit Majumder jointly with TCGUIH 10 0.02 Neeraj Toshniwal jointly with TCGUIH 10 0.02 Amalendu Chatterjee jointly with TCGUIH 10 0.02 Debapriyo Sarkar jointly with TCGUIH 10 0.02

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Swapan Bhattacharya jointly with TCGUIH 10 0.02 Kishore Bhattacharya jointly with TCGUIH 10 0.02 Total 50,000 100.00

Board of Directors

The board of directors of TCG Software as on September 20, 2007 comprises the following: 1) Prasanta Biswal; 2) Pratap Chatterjee; and 3) A. Gopal.

Financial Performance The financial results of TCG Software for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - - - Profit/ (Loss) after tax (0.04) (0.21) (0.69) Equity capital (par value Rs. 10 per share)

0.13 0.50 0.50

Reserves and Surplus (excluding revaluation reserves)

(0.15) 0.37 (1.05)

Earnings/ (Loss) per share (diluted) (Rs.)

(33.37) (6.27) (13.79)

Book value per equity share (Rs.) (17.88) 2.68 (11.11)

There has been no change in the capital structure of TCG Software in the last six months. TCG Real Estate Investment Management Company Private Limited (“TCG Real Estate”) TCG Real Estate was incorporated on December 22, 1995 in the name of Mukti Seeds and Plants (India) Private Limited. The name of the company was changed to UIH Real Estate Investment Management Company Private Limited on October 21, 2003. The name was further changed to TCG Real Estate on October 7, 2005. The company is a wholly owned subsidiary of TCGUIH, engaged in the business of investment in the real estate sector.

Shareholding Pattern The equity shares of TCG Real Estate are not listed on any stock exchange. Set forth below is the shareholding pattern of TCG Real Estate as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 3,209,940 99.99 Amalendu Chatterjee jointly with TCGUIH 10 0.00 Swapan Bhattacharya jointly with TCGUIH 10 0.00 Kishore Bhattacharya jointly with TCGUIH 10 0.00 Kuntala Basu jointly with TCGUIH 10 0.00 Arijit Majumder jointly with TCGUIH 10 0.00 Stephens Victoria jointly with TCGUIH 10 0.00 Total 3,210,000 100.00

Board of Directors

The board of directors of TCG Real Estate as on September 20, 2007 comprises the following: 1) Prasanta Biswal;

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2) Pratap Chatterjee; and 3) Swapan Bhattacharya.

Financial Performance The financial results of TCG Real Estate for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - - - Profit/ (Loss) after tax (0.24) (0.92) (0.32) Equity capital (par value Rs. 10 per share)

32.10 32.10 32.10

Reserves and Surplus (excluding revaluation reserves)

(0.34) (1.54) (1.86)

Earnings/ (Loss) per share (diluted) (Rs.)

(0.02) (0.37) (0.10)

Book value per equity share (Rs.) 9.80 9.52 9.42 There has been no change in the capital structure of TCG Real Estate in the last six months. First Incubators Services Private Limited (“First Incubators”) First Incubators was incorporated on July 28, 2006. The company is engaged in the business of promoting and running incubation centers and providing incubation laboratory facilities. The company is a wholly owned subsidiary of TCGUIH.

Shareholding Pattern The equity shares of First Incubators are not listed on any stock exchange. Set forth below is the shareholding pattern of First Incubators as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 9,930 99.30 Arijit Majumder jointly with TCGUIH 10 0.10 Pratap Chatterjee jointly with TCGUIH 10 0.10 Amalendu Chatterjee jointly with TCGUIH 10 0.10 Kishore Bhattacharya jointly with TCGUIH 10 0.10 Swapan Bhattacharya jointly with TCGUIH 10 0.10 Prasanta Biswal jointly with TCGUIH 10 0.10 Kuntala Basu jointly with TCGUIH 10 0.10 Total 10,000 100.00 Board of Directors

The board of directors of First Incubators as on September 20, 2007 comprises the following: 1) Pratap Chatterjee; 2) Kishore Bhattacharya; and 3) Sanjay Darolia.

Financial Performance As the company was incorporated in July, 2006, the audited financial statements for fiscal 2007 is not available. There has been no change in the capital structure of First Incubators in the last six months.

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Green Cross Therapeutics Private Limited (“GCTPL”) GCTPL was incorporated on February 22, 2000 in the name of GBD Services Private Limited. The name of the company was changed to GCTPL on December 19, 2002.The company is engaged in the business of developing molecules and pharmaceutical products. Shareholding Pattern The equity shares of GCTPL are not listed on any stock exchange. Set forth below is the shareholding pattern of GCTPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital CSLB Aviation Holding ( Mauritius) Limited 497,476 98.02 Chatterjee Management Services Private Limited 5,000 0.99 MRPL 5,000 0.99 Swapan Bhattacharya 20 - Rakesh Pandya 10 - Total 507,506 100.00 Board of Directors

The board of directors of GCTPL as on September 20, 2007 comprises the following: 1. Amalendu Chatterjee; 2. Aniruddha Lahiri; 3. Kishore Bhattacharya; and 4. Debatosh Datta. Financial Performance The financial results of GCTPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income Nil Nil Nil Profit/ (Loss) after tax - - 0.39 Equity capital (par value Rs. 10 per share)

0.10 0.10 0.10

Reserves and Surplus (excluding revaluation reserves)

Nil Nil (0.39)

Earnings/ (Loss) per share (diluted) (Rs.)

Nil Nil (22)

Book value per equity share (Rs.) 6.87 6.87 (39.59) There has been no change in the capital structure of GCTPL in the last six months. Institute of Molecular Medicine (“IMM”) IMM was incorporated on December 17, 1999 as a not-for-profit entity set up to promote basic research in the field of life sciences. IMM received DSIR registration in August 2002. Activities undertaken by IMM include conducting programs in the field of population genomics at the Centre for Population Genomics set up in collaboration with Indian Statistical Institute and conducting new drug discovery research programs in select therapeutic areas. The company has collaborated with the Institute of Genomic and Integrative Biology to set up The Centre for Genomic Applications (TCGA) at New Delhi. Shareholding Pattern

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IMM is a company limited by guarantee and does not have any share capital. Further, the company has not issued any preference share capital or convertible debentures. Board of Directors IMM does not have a board of directors. Governing Council of IMM as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; 2) Kishore Bhattacharya; and 3) Subhasendu Chatterjee. Financial Performance The financial results of IMM for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 27.80 35.17 4.03 Profit/ (Loss) after tax 11.59 35.23 (6.91) Equity capital (par value Rs. 10 per share)

NA NA NA

Reserves and Surplus (excluding revaluation reserves)

30.97 37.77 53.80

Earnings/ (Loss) per share (diluted) (Rs.)

NA NA NA

Book value per equity share (Rs.) NA NA NA

I Create Foundation (“ICF”) ICF was incorporated on September 13, 2001. The company is engaged in the business of promotion of entrepreneurship.

Shareholding Pattern ICF is a company limited by guarantee and does not have any share capital. Further, the company has not issued any preference share capital or convertible debentures. Board of Directors

The board of directors of ICF as on September 20, 2007 comprises the following: 1) Kishore Bhattacharya; and 2) Amalendu Chatterjee. Financial Performance The financial results of ICF for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 0.556 0.828 0.659 Profit/ (Loss) after tax (0.043) 0.172 (0.109) Equity capital (par value Rs. 10 per share)

Nil Nil Nil

Reserves and Surplus (excluding revaluation reserves)

0.021 0.193 0.084

Earnings/ (Loss) per share N.A. N.A. N.A.

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(diluted) (Rs.) Book value per equity share (Rs.) N.A N.A N.A

Coppola Holdings Private Limited (“Coppola”) Coppola was incorporated on June 6, 1995. The company is engaged in the business of finance and securities. Shareholding Pattern The equity shares of Coppola are not listed on any stock exchange. Set forth below is the shareholding pattern of Coppola as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital G.P. Krishnan 10 0.00 Debashis Das 10 0.00 MEPL 175,480 49.99 Chatterjee Management Services Private Limited 175,500 50.00 Total 351,000 100.00 Board of Directors

The board of directors of Coppola as on September 20, 2007 comprises the following:

1) G.P.Krishnan; 2) Debashis Das; 3) Kishore Bhattacharya; and 4) Bani Broto Banerjee.

Financial Performance The financial results of Coppola for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. 000, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income -- 66,760 -- Profit/ (Loss) after tax (60) 66,608 (101) Equity capital (par value Rs. 10 per share)

3510 3,510 3,510

Reserves and Surplus (excluding revaluation reserves)

(493) 66,114 66,013

Earnings/ (Loss) per share (diluted) (Rs.)

(0.17) 189.76 (0.29)

Book value per equity share (Rs.) 8.59 198.36 198.07 There has been no change in the capital structure of Coppola in the last six months. Chatterjee Petrochem (India) Private Limited (“CPIPL”) CPIPL was incorporated on October 15, 1996. The company is engaged in the business of petrochemicals. Shareholding Pattern The equity shares of CPIPL are not listed on any stock exchange. Set forth below is the shareholding pattern of CPIPL as on September 20, 2007.

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Name of Shareholder Number of Equity Shares % of Issued Equity ShareCapital

Swapan Bhattacharya 20 0.20 Kishore Bhattacharya 10 0.10 Chatterjee Management Services Private Limited 5000 49.85 MRPL 5000 49.85 Total 10,030 100.00 Board of Directors

The board of directors of CPIPL as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; and 2) Kishore Bhattacharya.

Financial Performance The financial results of CPIPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income -- 8 580 Profit/ (Loss) after tax (12,409) (16,052) (165) Equity capital (par value Rs. 10 per share)

100 100 100

Reserves and Surplus (excluding revaluation reserves)

(12,793) (28,845) (28,680)

Earnings/ (Loss) per share (diluted) (Rs.)

(1237.17) (1600.40) 16.45

Book value per equity share (Rs.) (1268.30) (2868.30) (2849.46) There has been no change in the capital structure of CPIPL in the last six months. Eclipse Trades Private Limited (“Eclipse”) Eclipse was incorporated on June 15, 1995. The company is engaged in the business of finance and securities. Shareholding Pattern The equity shares of Eclipse are not listed on any stock exchange. Set forth below is the shareholding pattern of Eclipse as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital G.P. Krishnan 10 0.00 Debashis Das 10 0.00 MEPL 175,480 49.99 MRPL 175,500 50.00 Total 351,000 100.00 Board of Directors

The board of directors of Eclipse as on September 20, 2007 comprises the following:

1) G.P.Krishnan; and 2) Debashis Das. Financial Performance

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The financial results of Eclipse for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. 000, except per share data) Fiscal 2005 Fiscal 2006 Fiscal 2007

Sales and other income - 72,208 - Profit/ (Loss) after tax (62) 72,056 (98) Equity capital (par value Rs. 10 per share)

3510 3,510 3,510

Reserves and Surplus (excluding revaluation reserves)

(222) 71,834 71,736

Earnings/ (Loss) per share (diluted) (Rs.)

(0.18) 205.29 (0.28)

Book value per equity share (Rs.) 9.37 214.65 214.38 There has been no change in the capital structure of Eclipse in the last six months. Danke Dealers Private Limited (“Danke”) Danke was incorporated on June 15, 1995. The company is engaged in the business of finance and securities.

Shareholding Pattern The equity shares of Danke are not listed on any stock exchange. Set forth below is the shareholding pattern of Danke as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital G.P. Krishnan 10 0.00 Sanjeev Kumar Sharma 10 0.00 MEPL 175,480 49.99 MRPL 175,500 50.00 Total 351,000 100.00

Board of Directors

The board of directors of Danke as on September 20, 2007 comprises the following:

1) G.P.Krishnan; and 2) Sanjeev Kumar Sharma.

Financial Performance The financial results of Danke for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. 000, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income -- 70,163 -- Profit/ (Loss) after tax (64) 69,999 (140) Equity capital (par value Rs. 10 per share)

3510 3,510 3,510

Reserves and Surplus (excluding revaluation reserves)

(258) 69,741 69,602

Earnings/ (Loss) per share (diluted) (Rs.)

(0.17) 199.42 (0.40)

Book value per equity share (Rs.) 9.27 208.69 208.30

There has been no change in the capital structure of Danke in the last six months.

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Green Acre Developers Private Limited (“Green Acre”) Green Acre was incorporated on June 25, 2007. The company is engaged in the business real estate.

Shareholding Pattern The equity shares of Green Acre are not listed on any stock exchange. Set forth below is the shareholding pattern of Green Acre as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Amalendu Chatterjee 3,400 34.00 Subhasendu Chatterjee 3,300 33.00 Anjali Mukherjee 3,300 33.00 Total 10,000 100.00 Board of Directors

The board of directors of Green Acre as on September 20, 2007 comprises the following:

1) Amalendu Chatterjee; and 2) Subhasendu Chatterjee. Financial Performance As the company was incorporated in June, 2007, the audited financials for the fiscal 2007 is not available. There has been no change in the capital structure of Green Acre in the last six months. Silicogene Informatics Private Limited (“Silicogene”) Silicogene was incorporated on August 29, 2002. The company is engaged in the business of development of specialized software products in the field of cheminformatics and bioinformatics.

Shareholding Pattern The equity shares of Silicogene are not listed on any stock exchange. Set forth below is the shareholding pattern of Silicogene as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Swapan Bhattacharya 10 0.00 Kishore Bhattacharya 10 0.00 MRPL 4,990 0.18 Chatterjee Management Services Private Limited 4,990 0.18 CSL Holdings (Mauritius) Ltd. 2,800,762 99.64 Total 2,810,762 100.00 Board of Directors

The board of directors of Silicogene as on September 20, 2007 comprises the following:

1) Swapan Bhattacharya; 2) Rakesh Pandya; and 3) Kishore Bhattacharya. Financial Performance The financial results of Silicogene for fiscals 2004, 2005 and 2006 are set forth below:

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(In Rs. 000, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - 2,992 1,710 Profit/ (Loss) after tax (67) (7,662) (17,507) Equity capital (par value Rs. 10 per share)

100 100 100

Reserves and Surplus (excluding revaluation reserves)

(67) (7,729) (25,236)

Earnings/ (Loss) per share (diluted) (Rs.)

(6.65) (766.00) (1,751.00)

Book value per equity share (Rs.) (7.01) (770.64) (2153.56) There has been no change in the capital structure of Silicogene in the last six months. TCG Refineries Limited (“TCGRL”) TCGRL was incorporated on August 14, 1995. The company was incorporated to set up a refinery project.

Shareholding Pattern The equity shares of TCGRL are not listed on any stock exchange. Set forth below is the shareholding pattern of TCGRL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital MRPL 25,010 49.95 MEPL 25,010 49.95 Dr. Purnendu Chatterjee 10 0.02 Kuntala Basu 10 0.02 Kishore Bhattcharya 10 0.02 Swapan Bhattacharya 10 0.02 Sanjeev Sharma 10 0.02 Total 50,070 100.00 Board of Directors

The board of directors of TCGRL as on September 20, 2007 comprises the following:

1) Swapan Bhattacharya; 2) Kishore Bhattacharya; and 3) Subhasendu Chatterjee.

Financial Performance The financial results of TCGRL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income Nil Nil Nil Profit/ (Loss) after tax Nil Nil Nil Equity capital (par value Rs. 10 per share)

0.50 0.50 0.50

Reserves and Surplus (excluding revaluation reserves)

Nil Nil Nil

Earnings/ (Loss) per share (diluted) (Rs.)

Nil Nil Nil

Book value per equity share (Rs.) (8.87) (8.87) (8.87) There has been no change in the capital structure of TCGRL in the last six months.

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TCG Aviation Private Limited (“TCGAPL”) TCGAPL was incorporated on September 7, 1995. The company is engaged in aviation business. Shareholding Pattern The equity shares of TCGAPL are not listed on any stock exchange. Set forth below is the shareholding pattern of TCGAPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCG Aviation Mauritius 329,550 99.99 Manmohan Singh 10 0.003 Rajiv K Luthra 10 0.003 Total 329,570 100.00 Board of Directors

The board of directors of TCGAPL as on September 20, 2007 comprises the following:

1) Subhasendu Chatterjee; 2) Ashok Kumar M Lulla; and 3) Deepak Narula. Financial Performance The financial results of TCGAPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - - - Profit/ (Loss) after tax 0.10 0.09 0.001 Equity capital (par value Rs. 10 per share)

3.30 3.30 3.30

Reserves and Surplus (excluding revaluation reserves)

(5.26) (5.36) (5.36)

Earnings/ (Loss) per share (diluted) (Rs.)

(0.290) (0.280) (0.002)

Book value per equity share (Rs.) (5.93) (6.24) (6.24)

There has been no change in the capital structure of TCGAPL in the last six months. Pench Power Limited (“PPL”) PPL was incorporated on November 1, 1994. The company is engaged in the business of generation and distribution of power. Shareholding Pattern The equity shares of PPL are not listed on any stock exchange. Set forth below is the shareholding pattern of PPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Pench Power Holdings (M) Limited 77,714 99.99 Tamali Sengupta 1 0.001

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J.B. Dadachandji 1 0.001 Sriram Chander 1 0.001 Lata Sriram Chander 1 0.001 Dimple Sahi 1 0.001 Subhasendu Chatterjee 1 0.001 Lakshmi Narain 1 0.001 Total 77,721 100.00 Board of Directors

The board of directors of PPL as on September 20, 2007 comprises the following:

1) Dr. Purnendu Chatterjee; 2) Subhasendu Chatterjee; 3) Vijay Chaudhry; 4) Rajiv Luthra; and 5) Mukand Shevade. Financial Performance The financial results of PPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - - - Profit/ (Loss) after tax - - - Equity capital (par value Rs. 10 per share)

0.78 0.78 0.78

Reserves and Surplus (excluding revaluation reserves)

- - -

Earnings/ (Loss) per share (diluted) (Rs.)

- - -

Book value per equity share (Rs.) 10 10 10

There has been no change in the capital structure of PPL in the last six months. TCG Facilities Management Services Private Limited (“TCGFMSPL”) TCGFMSPL was incorporated on December 13, 1999 in the name of BIP Estates Private Limited. The name of the Company was changed to BIP Estates Services Private Limited on July 27, 2001 and further to TCGFMSPL on January 19, 2007 The company is engaged in the business of property management and maintenance services. Shareholding Pattern The equity shares of TCGFMSPL are not listed on any stock exchange. Set forth below is the shareholding pattern of TCGFMSPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 49,930 99.86 Sanjeev Kumar Sharma and TCGUIH 10 0.02 Swapan Bhattacharya and TCGUIH 10 0.02 Kuntala Basu and TCGUIH 10 0.02 Amalendu Chatterjee and TCGUIH 10 0.02 Kishore Bhattacharya and TCGUIH 10 0.02 K Sekhar and TCGUIH 10 0.02 Arijit Majumder and TCGUIH 10 0.02 Total 50,000 100.00

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Board of Directors

The board of directors of TCGFMSPL as on September 20, 2007 comprises the following:

1) Amalendu Chatterjee; 2) Kishore Bhattacharya; and 3) K. Shekhar. Financial Performance The financial results of TCGFMSPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 6.48 12.89 21.46 Profit/ (Loss) after tax 0.18 3.01 6.78 Equity capital (par value Rs. 10 per share)

0.50 0.50 0.50

Reserves and Surplus (excluding revaluation reserves)

0.33 3.34 10.12

Earnings/ (Loss) per share (diluted) (Rs.)

3.54 60.11 135.62

Book value per equity share (Rs.) 16.6 76.8 212.4 There has been no change in the capital structure of TCGFMSPL in the last six months. Boulevard Services Private Limited (“BSPL”) BSPL was incorporated on August 11, 1998. The company is engaged in the business of providing fit-outs and related infrastructure. Shareholding Pattern The equity shares of BSPL are not listed on any stock exchange. Set forth below is the shareholding pattern of BSPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 90,000 99.93 Sanjeev Kumar Sharma and TCGUIH 10 0.01 Swapan Bhattacharya and TCGUIH 10 0.01 Kuntala Basu and TCGUIH 10 0.01 Amalendu Chatterjee and TCGUIH 10 0.01 Kishore Bhattacharya and TCGUIH 10 0.01 K Sekhar and TCGUIH 10 0.01 Arijit Majumder and TCGUIH 10 0.01 Total 90,070 100.00 Board of Directors

The board of directors of BSPL as on September 20, 2007 comprises the following:

1) Kishore Bhattacharya; 2) K. Sekhar; 3) Pratap Chatterjee; and 4) Sanjay Darolia. Financial Performance

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The financial results of BSPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 20.55 41.81 81.19 Profit/ (Loss) after tax 0.73 6.00 26.21 Equity capital (par value Rs. 10 per share)

0.90 0.90 0.90

Reserves and Surplus (excluding revaluation reserves)

2.48 8.48 34.69

Earnings/ (Loss) per share (diluted) (Rs.)

8.09 66.63 290.96

Book value per equity share (Rs.) 37.56 104.22 395.45 There has been no change in the capital structure of BSPL in the last six months. Bengal Intelligent Parks Private Limited (“BIPPL”) BIPPL was incorporated on May 19, 1997 in the name of Bengal Industrial Parks Private Limited. The name of the company was changed to BIPPL on June 15, 2001. The Company is engaged in the business of development, construction and leasing of hi-tech infrastructure. Shareholding Pattern The equity shares of BIPPL are not listed on any stock exchange. Set forth below is the shareholding pattern of BIPPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 90,000 99.93 Sanjeev Kumar Sharma and TCGUIH 10 0.01 Swapan Bhattacharya and TCGUIH 10 0.01 Kuntala Basu and TCGUIH 10 0.01 Amalendu Chatterjee and TCGUIH 10 0.01 Kishore Bhattacharya and TCGUIH 10 0.01 K Sekhar and TCGUIH 10 0.01 Arijit Majumder and TCGUIH 10 0.01 Total 90,070 100.00 Board of Directors

The board of directors of BIPPL as on September 20, 2007 comprises the following:

1) Amalendu Chatterjee; 2) Subhasendu Chatterjee; 3) Kishore Bhattacharya; and 4) Pratap Chatterjee. Financial Performance The financial results of BIPPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 33.27 43.45 70.35 Profit/ (Loss) after tax 19.58 24.37 37.46 Equity capital (par value Rs. 10 per share)

0.90 0.90 0.90

Reserves and Surplus (excluding revaluation reserves)

42.35 66.72 104.18

Earnings/ (Loss) per share 217.33 270.51 415.91

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(diluted) (Rs.) Book value per equity share (Rs.) 479.34 751.33 1166.66

There has been no change in the capital structure of BIPPL in the last six months. BIP Developers Private Limited (“BIPDPL”) BIPDPL was incorporated on June 8, 2000. The company is engaged in the business of development, construction and leasing of hi-tech infrastructure.

Shareholding Pattern The equity shares of BIPDPL are not listed on any stock exchange. Set forth below is the shareholding pattern of BIPDPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 2,520,000 100.00 Sanjeev Kumar Sharma and TCGUIH 10 - Swapan Bhattacharya and TCGUIH 10 - Kuntala Basu and TCGUIH 10 - Amalendu Chatterjee and TCGUIH 10 - Kishore Bhattacharya and TCGUIH 10 - K Sekhar and TCGUIH 10 - Arijit Majumder and TCGUIH 10 - Total 2,520,070 100.00

Board of Directors

The board of directors of BIPDPL as on September 20, 2007 comprises the following:

1) Swapan Bhattacharya; 2) Kishore Bhattacharya; 3) Amalendu Chatterjee; and 4) Pratap Chatterjee.

Financial Performance The financial results of BIPDPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - 11.32 22.23 Profit/ (Loss) after tax (1.69) (2.88) 5.03 Equity capital (par value Rs. 10 per share)

25.20 25.20 25.20

Reserves and Surplus (excluding revaluation reserves)

(2.01) (4.89) 0.14

Earnings/ (Loss) per share (diluted) (Rs.)

(0.67) (1.14) 2.00

Book value per equity share (Rs.) 9.20 8.06 10.06

There has been no change in the capital structure of BIPDPL in the last six months. Haldia Polyparks Private Limited Haldia Polyparks Private Limited was incorporated on February 28, 1997. The company is engaged in the business of setting up and running polyparks and developing necessary infrastructure and facilities for the same.

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Shareholding Pattern The equity shares of Haldia Polyparks Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Haldia Polyparks Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital MRPL 10,000 49.95 MEPL 10,000 49.95 Kishore Bhattacharya 10 0.05 Swapan Bhattacharya 10 0.05 Total 20,020 100.00 Board of Directors

The board of directors of Haldia Polyparks Private Limited as on September 20, 2007comprises the following: 1) Swapan Bhattacharya; and 2) Kishore Bhattacharya. Financial Performance The financial results of Haldia Polyparks Private Limited for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income Nil 0.001 0.001 Profit/ (Loss) after tax (0.042) (0.042) (0.038) Equity capital (par value Rs. 10 per share)

0.20 0.20 0.20

Reserves and Surplus (excluding revaluation reserves)

(0.126) (0.168) (0.207)

Earnings/ (Loss) per share (diluted) (Rs.)

(2.10) (2.12) (1.92)

Book value per equity share (Rs.) 3.70 1.60 (22.41)

There has been no change in the capital structure of Haldia Polyparks Private Limited in the last six months. Haldia Power Limited Haldia Power Limited was incorporated on August 1, 1995. The company is engaged in the business of generation and distribution of electricity.

Shareholding Pattern The equity shares of Haldia Power Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Haldia Power Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Dr. Purnendu Chatterjee 10 0.02 Kuntala Basu 10 0.02 Kishore Bhattacharya 10 0.02 Swapan Bhattacharya 10 0.02 Sanjeev Sharma 10 0.02 MRPL 25,010 49.95

142

Chatterjee Management Services Private Limited 25,000 49.93 MEPL 10 0.02 Total 50,070 100 Board of Directors

The board of directors of Haldia Power Limited as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; 2) Kishore Bhattacharya; and 3) Subhasendu Chatterjee. Financial Performance The financial results of Haldia Power Limited for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income Nil Nil Nil Profit/ (Loss) after tax Nil Nil Nil Equity capital (par value Rs. 10 per share)

0.50 0.50 0.50

Reserves and Surplus (excluding revaluation reserves)

Nil Nil Nil

Earnings/ (Loss) per share (diluted) (Rs.)

Nil Nil Nil

Book value per equity share (Rs.) 5.47 4.93 4.43

There has been no change in the capital structure of Haldia Power Limited in the last six months. Chatterjee Management Services Private Limited Chatterjee Management Services Private Limited was incorporated on November 11, 2004. The company is engaged in the business of management and financial consultancy services. Shareholding Pattern The equity shares of Chatterjee Management Services Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Chatterjee Management Services Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Dr. Purnendu Chatterjee 999,998 100.00 Kishore Bhattacharya 2 - Total 10,00,000 100.00 Board of Directors

The board of directors of Chatterjee Management Services Private Limited as on September 20, 2007 comprises the following: 1) Dr. Purnendu Chatterjee; 2) Swapan Bhattacharya; 3) Kishore Bhattacharya; 4) Amalendu Chatterjee; and 5) Subhasendu Chatterjee. Financial Performance

143

The financial results of Chatterjee Management Services Private Limited for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 26.31 1.94 180.36 Profit/ (Loss) after tax (98.95) (31.71) 143.74 Equity capital (par value Rs. 10 per share)

10.00 10.00 10.00

Reserves and Surplus (excluding revaluation reserves)

(83.61) (115.33) 28.42

Earnings/ (Loss) per share (diluted) (Rs.)

(98.95) (31.71) 143.74

Book value per equity share (Rs.) (73.61) (105.33) 38.42 There has been no change in the capital structure of Chatterjee Management Services Private Limited in the last six months. Asian Gateway Limited Asian Gateway Limited was incorporated on January 10, 1995. The company is engaged in the business of setting up a fully integrated software and knowledge intensive industrial complex.

Shareholding Pattern The equity shares of Asian Gateway Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Asian Gateway Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital MEPL 50,000 49.97 MRPL 50,000 49.97 Dr. Purnendu Chatterjee 10 0.01 Parvinder Singh Narang 10 0.01 Ashok Kumar Mattoo 3 0.00 Kishore Bhattacharya 13 0.01 Kuntala Basu 12 0.01 Sanjeev Kumar Sharma 12 0.01 Swapan Bhattacharya 10 0.01 Total 100,070 100.00 Board of Directors

The board of directors of Asian Gateway Limited as on September 20, 2007 comprises the following: 1) Kishore Bhattacharya; 2) Amalendu Chatterjee; and 3) Subhasendu Chatterjee. Financial Performance The financial results of Asian Gateway Limited for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income Nil Nil Nil Profit/ (Loss) after tax Nil Nil Nil Equity capital (par value Rs. 10 1.00 1.00 1.00

144

per share) Reserves and Surplus (excluding revaluation reserves)

Nil Nil Nil

Earnings/ (Loss) per share (diluted) (Rs.)

Nil Nil Nil

Book value per equity share (Rs.) (6.26) (6.57) (8.54)

There has been no change in the capital structure of Asian Gateway Limited in the last six months. TCG Developments (India) Private Limited TCG Developments (India) Private Limited was incorporated on January 30, 1996. The company is engaged in the business of providing concept, design and development services including turnkey built to suit, design and development, project management, interior fit-outs and advisory services.

Shareholding Pattern The equity shares of TCG Developments (India) Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of TCG Developments (India) Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 2,962,160 87.23 TCG Development Management (Mauritius) Company 433,474 12.77 Sanjoy Paul jointly with TCGUIH 1 0 Pinkesh Shah jointly with TCGUIH 1 0 Pratap Chatterjee jointly with TCGUIH 10 0 Debapriyo Sarkar jointly with TCGUIH 10 0 Debasish Das jointly with TCGUIH 10 0 Arijit Majumder jointly with TCGUIH 10 0 Total 3,395,676 100 Board of Directors

The board of directors of TCG Developments (India) Private Limited as on September 20, 2007 comprises the following: 1. Pratap Chatterjee; 2. Swapan Bhattacharya; and 3. Ashok Kr. Lulla.

Financial Performance The financial results of TCG Developments (India) Private Limited for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 20.48 25.86 53.03 Profit/ (Loss) after tax 0.38 2.17 [2.42] Equity capital (par value Rs. 10 per share)

4.33 33.96 33.96

Reserves and Surplus (excluding revaluation reserves)

[7.89] [5.72] [8.13]

Earnings/ (Loss) per share (diluted) (Rs.)

0.87 3.26 [0.71]

Book value per equity share (Rs.) [3.55] 28.24 25.82

145

There has been no change in the capital structure of TCG Developments (India) Private Limited in the last six months. Realty Services Trustee Company Private Limited Realty Services Trustee Company Private Limited was incorporated on February 25, 2005. The company is engaged in the business of carrying out trusteeship functions for venture capital funds, mutual funds, investment trusts and other entities engaged in development and maintenance of real estates, plots of land and properties.

Shareholding Pattern The equity shares of Realty Services Trustee Company Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Realty Services Trustee Company Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 9,930 99.30 Kishore Bhattacharya jointly with TCGUIH 10 0.10 Swapan Bhattacharya jointly with TCGUIH 10 0.10 Amalendu Chatterjee jointly with TCGUIH 10 0.10 Arijit Majumder jointly with TCGUIH 10 0.10 Kuntala Basu jointly with TCGUIH 10 0.10 Sanjeev Sharma jointly with TCGUIH 10 0.10 K.Sekhar jointly with TCGUIH 10 0.10 Total 10,000 100 Board of Directors

The board of directors of Realty Services Trustee Company Private Limited as on September 20, 2007 comprises the following: 1. Pratap Chatterjee; 2. Kishore Bhattacharya; and 3. Prasanta Biswal.

Financial Performance The financial results of Realty Services Trustee Company Private Limited for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - Profit/ (Loss) after tax (0.09) Equity capital (par value Rs. 10 per share)

0.10

Reserves and Surplus (excluding revaluation reserves)

-

Earnings/ (Loss) per share (diluted) (Rs.)

(8.90)

Book value per equity share (Rs.)

NA

1.10

There has been no change in the capital structure of Realty Services Trustee Company Private Limited in the last six months. International Biotech Park Limited

146

International Biotech Park Limited was incorporated on July 9, 2003. The company is engaged in the business of development of life science R&D facility in “International Biotech Park” Hinjawadi, Pune.

Shareholding Pattern The equity shares of International Biotech Park Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of International Biotech Park Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 8,599,993 87.93 Maharashtra Industrial Development Corporation 1,180,000 12.06 Prasanta Biswal jointly with TCGUIH 1 - Pratap Chatterjee jointly with TCGUIH 1 - Swapan Bhattacharya jointly with TCGUIH 1 - Neeraj Toshniwal jointly with TCGUIH 1 - Pinkesh Shah jointly with TCGUIH 1 - Vrunda Bhaip jointly with TCGUIH 1 - Arijit Majumder jointly with TCGUIH 1 - Total 9,780,000 100 Debentures of Rs. 100,000/- each

Name of Shareholder Number of convertible/ redeemable Preference

Shares, if any

Number of Convertible Debentures, if any

Number of Redeemable Debentures, if any

Maharashtra Industrial Development Corporation

NA 234 *1441

Total NA 234 1441 * Out of 1441, 6% Secured Redeemable Non-Convertible Debentures, the Company is awaiting no objection certificate from MIDC for redemption of 272, 6% Secured Redeemable Non-Convertible Debentures. Board of Directors

The board of directors of International Biotech Park Limited as on September 20, 2007 comprises the following: 1. Mahesh Mani; 2. Prasanta Biswal; 3. Dr. Arun Bhatt; 4. Dr. Arjun Surya; 5. Jagdish Dore; 6. R. M. Naikade; and 7. N.D. Ghadge.

Financial Performance The financial results of International Biotech Park Limited for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income - 2.27 44.13 Profit/ (Loss) after tax - (4.37) (6.55) Equity capital (par value Rs. 10 per share)

0.5 97.80 97.80

Reserves and Surplus (excluding revaluation reserves)

- (4.37) (10.93)

Earnings/ (Loss) per share - 1.25 0.67

147

(diluted) (Rs.) Book value per equity share (Rs.) (112.80) 9.05 8.86

There has been no change in the capital structure of International Biotech Park Limited in the last six months. Energetic Construction Private Limited Energetic Construction Private Limited was incorporated on May 7, 1996. The company is engaged in the business of real estate development.

Shareholding Pattern The equity shares of Energetic Construction Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Energetic Construction Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital MEPL 25,000 33.33 TCGUIH 50,000 66.67 Total 75,000 100 Board of Directors

The board of directors of Energetic Construction Private Limited as on September 20, 2007 comprises the following: 1) Pratap Chatterjee; and 2) Pinkesh Shah.

Financial Performance The financial results of Energetic Construction Private Limited for Fiscal 2005, 2006 and 2007 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income 0.00 0.01 0.00 Profit/ (Loss) after tax [0.01] [0.03] [0.05] Equity capital (par value Rs. 10 per share)

0.75 0.75 0.75

Reserves and Surplus (excluding revaluation reserves)

0.04 0.005 [0.04]

Earnings/ (Loss) per share (diluted) (Rs.)

[0.18] [0.42] [0.65]

Book value per equity share (Rs.) 10.48 10.07 9.42

There has been no change in the capital structure of Energetic Construction Private Limited in the last six months. Altius Management Advisors Private Limited Altius Management Advisors Private Limited was incorporated on July 31, 2003. The company is engaged in the business of management consultants, managers, consultants, advisors in the areas of industry, trade, business, commerce, finance, marketing, housing, technology, software, data processing, personnel and to act as managers, advisors to any persons. Shareholding Pattern

148

The equity shares of Altius Management Advisors Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Altius Management Advisors Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital TCGUIH 49,994 99.988 Pratap Chatterjee jointly with TCGUIH 1 0.002 Arijit Majumder jointly with TCGUIH 1 0.002 Pinkesh Shah jointly with TCGUIH 1 0.002 Vrunda Bhaip jointly with TCGUIH 1 0.002 Neeraj Toshniwal jointly with TCGUIH 1 0.002 Prasanta Biswal jointly with TCGUIH 1 0.002 Total 50,000 100 Board of Directors

The board of directors of Altius Management Advisors Private Limited as on September 20, 2007 comprises the following: 1) Pratap Chatterjee; 2) Prasanta Biswal; and 3) R. N. Thyagarajan.

Financial Performance The financial results of Altius Management Advisors Private Limited for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - - 53.18 Profit/ (Loss) after tax (0.35) (0.06) 14.46 Equity capital (par value Rs. 10 per share)

0.20 0.50 0.50

Reserves and Surplus (excluding revaluation reserves)

(0.35) (0.41) 14.04

Earnings/ (Loss) per share (diluted) (Rs.)

(17.52) (1.34) 289.12

Book value per equity share (Rs.) (12.02) 0.41 289.98

There has been no change in the capital structure of Altius Management Advisors Private Limited in the last six months. Crossover Films India Private Limited Crossover Films India Private Limited was originally incorporated on October 12, 1999 as CR Multiples Theatre (India) Private Limited. The name was changed to X-Over Films India Private Limited on July 22, 2002. The name was subsequently changed to Crossover Films India Private Limited on October 17, 2002. The company is engaged in the business of production and distribution of films. Shareholding Pattern The equity shares of Crossover Films India Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Crossover Films India Private Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Chatterjee Management Services Private Limited 57,150 5.23 MRPL 331,000 30.31

149

International Communications Investments (Mauritius) Ltd. 679,400 62.17 Rajiv Luthra 25,000 2.29 Total 1,092,550 100 Board of Directors

The board of directors of Crossover Films India Private Limited as on September 20, 2007 comprises the following: 1) Subhasendu Chatterjee; and 2) Arijit Majumdar.

Financial Performance The financial results of Crossover Films India Private Limited for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 25.34 0.001 Nil Profit/ (Loss) after tax (23.89) (0.41) (0.10) Equity capital (par value Rs. 10 per share)

10.92 10.92 10.92

Reserves and Surplus (excluding revaluation reserves)

4.81 4.43 4.33

Earnings/ (Loss) per share (diluted) (Rs.)

(21.86) (0.38) (0.09)

Book value per equity share (Rs.) 14.40 14.05 13.96

There has been no change in the capital structure of Crossover Films India Private Limited in the last six months. TCG Urban Infrastructure Holding Limited TCGUIH was originally incorporated on March 5, 1981 as Shabya Trades and Investments Limited. The name was subsequently changed to TCHUIH on July 9, 2001. The company is engaged in the business of development, construction, leasing and sale of commercial properties in India. Shareholding Pattern The equity shares of TCGUIH are not listed on any stock exchange. With effect from January 31, 2006, TCGUIH has delisted from the Calcutta Stock Exchange. Set forth below is the shareholding pattern of TCGUIH as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital MEPL 36,297 0.27 Banco 1 0.00 Coppola 1 0.00 Danke 1 0.00 Calgary 10,000 0.07 Dr. Purnendu Chatterjee 2,453,700 16.04 Everest Infrastructure Development (Mauritius) Limited 11,100,000 81.62 Total 13,600,000 100 Mentioned below are certain details of the preference share capital and/or convertible debentures▪ of our Company:

150

Name of Shareholder Number of convertible/ redeemable Preference Shares, if any

Number of Convertible Debentures, if any

Everest Infrastructure Development (Mauritius) Limited

32,500,000 NA

Dr. Purnendu Chatterjee 8,749,626 NA Total 41,249,626 NA ▪ 5% redeemable cumulative non-convertible preference shares of Rs. 10 per share. Board of Directors

The board of directors of TCGUIH as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; 2) Mahesh Mani; 3) Sandeep Mathrani; and 4) Nikhil Gera.

Financial Performance The financial results of TCGUIH for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 47.80 75.34 116.18 Profit/ (Loss) after tax 4.82 2.24 7.66 Equity capital (par value Rs. 10 per share)

514.00 548.50 548.50

Reserves and Surplus (excluding revaluation reserves)

(3.70) (5.93) 1.73

Earnings/ (Loss) per share (diluted) (Rs.)

(0.42) (2.35) (0.95)

Book value per equity share (Rs.) 37.52 39.89 40.46

There has been no change in the capital structure of TCGUIH in the last six months. HPL Cogeneration Limited HPL Cogeneration Limited was incorporated on March 18, 1997 as a joint venture company of Larsen & Toubro Limited and Haldia Petrochemicals Limited. The company is engaged in the business of power generation. Shareholding Pattern The equity shares of HPL Cogeneration Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of HPL Cogeneration Limited as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Larsen & Toubro Ltd. 31,212,000 51 Haldia Petrochemicals Ltd. 29,988,000 49 Total 61,200,000 100 Mentioned below are certain details of the preference share capital and/or convertible debentures of the company:

Name of Shareholder Number of convertible/ redeemable Preference Shares, if any

Number of Convertible Debentures, if any

Larsen & Toubro Ltd. 31,212,000 NA Haldia Petrochemicals Ltd. 29,988,000 NA Total 61,200,000 NA

151

Board of Directors

The board of directors of HPL Cogeneration Limited as on September 20, 2007 comprises the following: 1) K. Venkataramanan; 2) A.K Chhatwani; 3) N. Sivaraman; 4) S.R Ghosh; and 5) S.P Bandopadhyay.

Financial Performance The financial results of HPL Cogeneration Limited for Fiscal 2005, 2006 and 2007 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income 1410 1714 1581 Profit/ (Loss) after tax 1236 971 845 Equity capital (par value Rs. 10 per share)

1224 1224 1224

Reserves and Surplus (excluding revaluation reserves)

914 821 1090

Earnings/ (Loss) per share (diluted) (Rs.)

18.48 14.15 12.10

Book value per equity share (Rs.) 10 10 10

There has been no change in the capital structure of HPL Cogeneration Limited in the last six months. Indian Capital Corporation Limited (“ICC”) Indian Capital Corporation Limited was incorporated on February 22, 1982 by the name of LRT Investments Limited. The company is engaged in the business of finance and securities. Shareholding Pattern The equity shares of ICC are listed on the Calcutta Stock Exchange. Set forth below is the shareholding pattern of ICC as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital MRPL 60,000 8.57 Chatterjee Management Services Private Limited 63,500 9.07 Banco 60,000 8.57 Coppola 60,000 8.57 Danke 60,000 8.57 Eclipse 60,000 8.57 Calgary 66,000 9.43 Others 270,500 38.64 Total 700,000 100.00 Board of Directors

The board of directors of ICC as on September 20, 2007 comprises the following: 1) Swapan Bhattacharya; 2) G.P Krishnan; and 3) Debashis Das Financial Performance

152

The financial results of ICC for Fiscal 2005, 2006 and 2007 are set forth below:

(In Rs. 000, except per share data) Fiscal 2005 Fiscal 2006 Fiscal 2007

Sales and other income 529 595 33,579 Profit/ (Loss) after tax 112 153 33,108 Equity capital (par value Rs. 10 per share)

7,000 7,000 7,000

Reserves and Surplus (excluding revaluation reserves)

(9,900) (9,747) 23,631

Earnings/ (Loss) per share (diluted) (Rs.)

0.16 0.22 47.28

Book value per equity share (Rs.) 10 10 10

Stock Market Data The stock market data is not available since the shares are not traded in the Calcutta Stock Exchange.

There has been no change in the capital structure of ICC in the last six months. TCG Chembiotek Infrastructure Private Limited (“TCGCIPL”) TCGCIPL was incorporated on January 18, 2000 by the name of TCG Infoway Private Limited. The name was subsequently changed to TCGCIPL on June 7, 2006. The company is engaged in the business of real estate. TCGCIPL is a wholly owned subsidiary of TCGUIH. Shareholding Pattern The equity shares of TCGCIPL are not listed on any stock exchange. Set forth below is the shareholding pattern of TCGCIPL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Amalendu Chatterjee jointly with TCGUIH 10 0.02 Pratap Chatterjee jointly with TCGUIH 10 0.02 Kishore Bhattacharya jointly with TCGUIH 10 0.02 Arijit Majumdar jointly with TCGUIH 10 0.02 Kuntala Basu jointly with TCGUIH 10 0.02 Sanjeev Sharma jointly with TCGUIH 10 0.02 Swapan Bhattacharya jointly with TCGUIH 10 0.02 TCGUIH 49,950 99.86 Total 50,020 100.00 Board of Directors

The board of directors of TCGCIPL as on September 20, 2007 comprises the following: 1) Kishore Bhattacharya; 2) Subhasendu Chatterjee; and 3) Swapan Bhattacharya. Financial Performance The financial results of TCGCIPL for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - - - Profit/ (Loss) after tax - (0.15) (0.08) Equity capital (par value Rs. 10 per share)

0.10 0.10 0.10

Reserves and Surplus (excluding - (0.15) (0.23)

153

revaluation reserves) Earnings/ (Loss) per share (diluted) (Rs.)

- (15.06) (7.63)

Book value per equity share (Rs.) (2.70) (7.22) (14.65)

There has been no change in the capital structure of TCGCIPL in the last six months. Flexex Technologies (India) Private Limited (“Flexex”) Flexex was incorporated on June 12, 2000. The company is engaged in the business of development of tools being set of meta-schemes (languages) for creating online flexible exchanges which would enable users to define different type of transactions. Shareholding Pattern The equity shares of Flexex are not listed on any stock exchange. Set forth below is the shareholding pattern of Flexex as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Bikram Sen 10 0.10 Juzar Gadiwal 10 0.10 TCGSSPL 9,980 99.80 Total 10,000 100.00 Board of Directors

The board of directors of Flexex as on September 20, 2007 comprises the following: 1) Bikram Sen; and 2) Pinkesh Shah Financial Performance The financial results of Flexex for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income - - - Profit/ (Loss) after tax (0.81) (0.40) (0.20) Equity capital (par value Rs. 10 per share)

0.0002 0.0002 0.0002

Reserves and Surplus (excluding revaluation reserves)

(77.89) (78.29) (78.32)

Earnings/ (Loss) per share (diluted) (Rs.)

(40799.10) (20053.35) (1110.80)

Book value per equity share (Rs.) (3899281.45) (3914726.80) (3915837.60)

There has been no change in the capital structure of Flexex in the last six months. Captech Online Private Limited (“Captech”) Captech was incorporated on March 22, 2000. The company is engaged in the business of providing the platform for online negotiations in debt and other liquid instruments through its website name ‘riskexpress’.The Company has acquired software and technologies on license and has also developed its own technologies to integrate the same with licensed technology and software for online negotiations. Shareholding Pattern

154

The equity shares of Captech are not listed on any stock exchange. Set forth below is the shareholding pattern of Captech as on September 20, 2007. Name of Shareholder Number of Equity Shares% of Issued Equity Share

Capital International Software Investments (Mauritius) Limited 2,942,500 55.00 Bikram Sen 2,407,490 45.00 Nitin Rakesh 10 0.00 Total 5,350,000 100.00 Board of Directors

The board of directors of Captech as on September 20, 2007 comprises the following: 1) Bikram Sen; 2) Nivedita Sen; and 3) Marcel Pinto. Financial Performance The financial results of Captech for Fiscal 2004, 2005 and 2006 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2004 Fiscal 2005 Fiscal 2006 Sales and other income 0.51 0.32 - Profit/ (Loss) after tax (2.90) (0.67) (0.84) Equity capital (par value Rs. 10 per share)

53.50 53.50 53.50

Reserves and Surplus (excluding revaluation reserves)

(35.73) (36.40) (37.24)

Earnings/ (Loss) per share (diluted) (Rs.)

(0.54) (0.13) (0.16)

Book value per equity share (Rs.) 3.31 3.22 3.06

There has been no change in the capital structure of Captech in the last six months. Galaxy Entertainment Corporation Limited (“GECL”) GECL was incorporated on August 13, 1981 as Sifa Trading Company Limited. Subsequently the name of the company was changed to GECL on April 16, 1982. The company is engaged in the business of leisure and entertainment. Shareholding Pattern The equity shares of GECL are listed on the BSE. Set forth below is the shareholding pattern of GECL as on September 20, 2007. Name of Shareholder Number of Equity Shares % of Issued Equity Share

Capital Promoter Group 9,169,163 58.59 Public Institutions 1,555,300 9.94 Corporate Bodies 2,403,654 15.36 Individuals holding upto nominal share capital of Rs. 100,000 1,271,793 8.12 Individuals holding in excess of nominal share capital of Rs. 100,000

1,250,025 7.99

Total 15,649935 100.00 The Bombay High Court vide its order dated August 10, 2007 has approved the scheme of amalgamation of Pan India Restaurants Limited with GECL. Pursuant to the order, the company has on September 4, 2007 allotted 2,937,935 equity shares of Rs. 10 each to the shareholders of Pan India Restaurants Limited.

155

Board of Directors

The board of directors of GECL as on September 20, 2007 comprises the following: 1) Kishore Biyani; 2) Sanjay Seksaria; 3) Atul Ruia; 4) Ashok Ruia; 5) Rajneesh Agarwal; 6) Anil Harish; 7) Shishir Baijal; 8) Ajay Kejriwal; and 9) Udita Jhunjhunwala. Financial Performance The financial results of GECL for Fiscal 2005, 2006 and 2007 are set forth below:

(In Rs. Millions, except per share data)

Fiscal 2005 Fiscal 2006 Fiscal 2007 Sales and other income 144.90 187.87 231.27 Profit/ (Loss) after tax 6.75 48.10 8.47 Equity capital (par value Rs. 10 per share)

127.12 127.12 127.12

Reserves and Surplus (excluding revaluation reserves)

279.22 327.32 335.80

Earnings/ (Loss) per share (diluted) (Rs.)

0.63 3.78 0.67

Book value per equity share (Rs.) 31.97 35.75 36.42

Stock Market Data The highest and lowest market price of GECL at the BSE during the preceding six months:

Period Highest (Rs.) Lowest (Rs.) March 2007 155 102.50 April 2007 126.5 103.60 May 2007 196.6 107.25 June 2007 184.65 126.55 July 2007 142.4 108.95 August 2007 110 88.50

The market capitalization of GECL based on the closing price of Rs. 102.60 per equity share on the Bombay Stock Exchange on August 31, 2007 was Rs. 1,304,251,200. GIC Asset Management Company Limited GIC Asset Management Company Limited was incorporated on May 25, 1993 and is engaged in the business of investment management services. Shareholding Pattern The equity shares of GIC Asset Management Company Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of GIC Asset Management Company Limited as on September 20, 2007.

Name of Shareholder Number of Equity Shares

% of Issued Equity Share Capital

General Insurance Corporation of India 1,980,004 9.90

156

Name of Shareholder Number of Equity Shares

% of Issued Equity Share Capital

National Insurance Company Limited 1,980,000 9.90 New India 1,980,000 9.90 Oriental Insurance Company Limited 1,980,000 9.90 United India Insurance Company Limited 1,980,000 9.90 GIC Housing Finance Limited 2,099,996 10.50 SC Management Company, Inc. USA 8,000,000 40.00 Total 20,000,000 100.00 Mentioned below are certain details of the preference share capital of the company:

Name of Shareholder Number of convertible/ redeemable Preference

Shares, if any General Insurance Corporation of India 360,000

National Insurance Company Limited 360,000 New India Assurance 360,000 Oriental Insurance Company Limited 360,000 United India Insurance Company Limited 360,000 Total 1,800,000 Board of Directors The board of directors of GIC Asset Management Company Limited as on September 20, 2007 comprises the following: 4) Yogesh Lohiya; 5) M Raghavendra; 6) R.L Baxi; and 7) V.H. Pandya Financial Performance The financial results of GIC Asset Management Co Limited for fiscals 2005, 2006 and 2007 are set forth below:

(In Rs. 000s, except per share data) Fiscal 2005 Fiscal 2006 Fiscal 2007

Sales and other income 30,121 138,371 19,679 Profit/ (Loss) after tax 1,468 107,606 4,866 Equity capital (par value Rs. 10 per share)

200,000 200,000 200,000

Reserves and Surplus (excluding revaluation reserves)

(198611) (91006) (86140)

Earnings/ (Loss) per share (diluted) (Rs.)

0.07 5.38 0.24

Book value per equity share (Rs.) 0.07 5.45 5.69 There has been no change in the capital structure of GIC Asset Management Co Limited in the last six months. Galaxy Entertainment (India) Private Limited (“GEIPL”) Galaxy Entertainment (India) Private Limited was incorporated on April 15, 1998 as Galaxy Bowling Company Private Limited. The name was changed to Galaxy Entertainment India Limited on February 25, 2000. On May 30, 2001 the name was changed to GEIPL. The Company is engaged in the business of leisure and entertainment.

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Shareholding Pattern The equity shares of GEIPL are not listed on any stock exchange. Set forth below is the shareholding pattern of GEIPL as on September 20, 2007.

Name of Shareholder Number of Equity Shares

% of Issued Equity Share Capital

Chatterjee Management Services Private Limited 499,990 9.80 Bellona Finvest Limited 2,499,990 49.02 Merlin Resources Private Limited 750,000 14.72 Merlin Enclaves Private Limited 250,000 4.90 Bellona Finvest Ltd jointly with Farooq Pavri 10 0.00020 Chatterjee Management Services Private Limited 10 0.00020 Aditya Singh 100,000 1.96 Banco Business Private Limited 250,000 4.90 Dankee Dealers Private Limited 250,000 4.90 Coppola Holdings Private Limited 250,000 4.90 Eclipse Traders Private Limited 250,000 4.90 Total 5,100,000 100.00 Mentioned below are certain details of the preference share capital of our Company:

Name of Shareholder Number of convertible/ redeemable Preference

Shares, if any Chatterjee Management Services Private Limited 1,250,000 Bellona Finvest Limited 1,250,000 Aditya Singh 60,000 Total 2,560,000 Board of Directors The board of directors of GEIPL as on September 20, 2007 comprises the following: 1) Atul Ruia; and 2) Bharat Kumar Ruia Financial Performance The financial results of GEIPL for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 1.48 38 9 Profit/ (Loss) after tax (52) (5) (27) Equity capital (par value Rs. 10 per share)

5,10,00 5,10,00 5,10,00

Reserves and Surplus (excluding revaluation reserves)

21,40 2134 2,108

Earnings/ (Loss) per share (diluted) (Rs.)

(0.0101) (0.00010) (0.0052)

Book value per equity share (Rs.) 10.41 10.40 10.41 There has been no change in the capital structure of GEIPL in the last six months. Business Process Outsourcing India Private Limited Business Process Outsourcing India Private Limited was incorporated on February 13, 2001. The Company is engaged in the business of business process outsourcing.

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Shareholding Pattern The equity shares of Business Process Outsourcing India Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of Business Process Outsourcing India Private Limited as on August 31, 2007.

Name of Shareholder Number of Equity Shares % of Issued Equity Share Capital

Business Process Outsourcing Limited (Mauritius) 932,550 98.94 OPI Inc. (Delaware) 10,000 1.06 Total 942,550 100.00 Board of Directors The board of directors of Business Process Outsourcing India Private Limited as on August 31, 2007 comprises the following: 1) Kishore Mirchandani; 2) Pradip Hingorani; and 3) Stephen Mathais. Financial Performance The financial results of Business Process Outsourcing India Private Limited for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income 120,828 166,166 302,366 Profit/ (Loss) after tax 17,440 42,796 72,566 Equity capital (par value Rs. 10 per share)

9,426 9,426 9,426

Reserves and Surplus (excluding revaluation reserves)

3,651 46,447 119,013

Earnings/ (Loss) per share (diluted) (Rs.)

18.50 45.40 76.99

Book value per equity share (Rs.) 13.87 59.28 136.27 Outsourcepartners International Private Limited (India) Outsourcepartners International Private Limited (India) was incorporated on February 27, 2003. The Company is engaged in the business of outsourcing. Shareholding Pattern The equity shares of Outsourcepartners International Private Limited (India)are not listed on any stock exchange. Set forth below is the shareholding pattern of Outsourcepartners International Private Limited (India) as on August 31, 2007.

Name of Shareholder Number of Equity Shares % of Issued Equity Share Capital

Business Process Outsourcing Limited (Mauritius) 9,000 90.00 OPI Inc. (Delaware) 1,000 10.00 Total 10,000 100.00 Board of Directors The board of directors of Outsourcepartners International Private Limited (India) as on August 31, 2007 comprises the following:

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1) Kishore Mirchandani; and 2) Pradip Hingorani. Financial Performance The financial results of Outsourcepartners International Private Limited (India) for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income Nil Nil Nil Profit/ (Loss) after tax (139) (10) (8) Equity capital (par value Rs. 10 per share)

90 90 90

Reserves and Surplus (excluding revaluation reserves)

(139) (149) (156)

Earnings/ (Loss) per share (diluted) (Rs.)

(15.40) (16.53) (17.38)

Book value per equity share (Rs.) (5.40) (6.53) (7.38) National Tax Preparation Services Private Limited National Tax Preparation Services Private Limited was incorporated on February 27, 2003. The Company is engaged in the business of tax preparation. Shareholding Pattern The equity shares of National Tax Preparation Services Private Limited are not listed on any stock exchange. Set forth below is the shareholding pattern of National Tax Preparation Services Private Limited as on August 31, 2007.

Name of Shareholder Number of Equity Shares % of Issued Equity Share Capital

Business Process Outsourcing India Private Limited 9,000 90.00 Kishore Mirchandani 1,000 10.00 Total 10,000 100.00 Board of Directors The board of directors of National Tax Preparation Services Private Limited as on August 31, 2007 comprises the following: 1) Kishore Mirchandani; 2) Pradip Hingorani; and 3) Venu Krishnan. Financial Performance The financial results of National Tax Preparation Services Private Limited for fiscals 2004, 2005 and 2006 are set forth below:

(In Rs. 000, except per share data) Fiscal 2004 Fiscal 2005 Fiscal 2006

Sales and other income Nil Nil Nil Profit/ (Loss) after tax (192) (13) (10) Equity capital (par value Rs. 10 per share)

100 100 100

Reserves and Surplus (excluding revaluation reserves)

(192) (205) (215)

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Earnings/ (Loss) per share (diluted) (Rs.)

(19.22) (1.26) (1.02)

Book value per equity share (Rs.) (9.22) (10.47) (11.50) Defunct Promoter Group Companies There are no defunct promoter group companies except TCG Power Limited and Pench Power Services Private Limited. Companies with which the Promoters have disassociated themselves in the last three years Our Promoters have not disassociated from any company, except the following, in the last three years:

S. No.

Name of the Company/ Firm

Relationship with the Promoter

Reason for Disassociation

Date of Disassociation

1. Manor Hotels Private Limited

Direct/indirect holding by Dr. Purnendu Chatterjee

Sale to joint venture partner

December 2006

2. Cambridge Club (India) Private Limited

Direct/indirect holding by Dr. Purnendu Chatterjee

Sale to joint venture partner

December 2006

3. Vatika Greenfields Private Limited

Direct/indirect holding by Dr. Purnendu Chatterjee

Sale to joint venture partner

February 2005

4. Equinox Global Services Private Limited

Direct/indirect holding by Dr. Purnendu Chatterjee

Acquisition December 2004

Other Confirmations None of our Promoter and Promoter Group companies have become sick companies under the meaning of the SICA. Further, none of our Promoter or Promoter Group companies is currently under winding up nor do any of them have negative net worth, in the past three years, except the following: 1. TCG Lifesciences Mauritius Limited; 2. TCG Chembiotek Infrastructure Private Limited; 3. Techna Infrastructure Private Limited; 4. TCG Software Parks Private limited; 5. Green Cross Therapeutics Private Limited; 6. Silicogene Informatics Private Limited; 7. TCGA Research Private Limited; 8. Celcius Technologies Private Limited; 9. Chatterjee Petrochem (India) Private Limited 10. Haldia Polyparks Private Limited; 11. TCG Advisory Services Private Limited; 12. TCG Aviation Private Limited; 13. Flexex Technologies (India) Private Limited; 14. Outsource Partners International Private Limited; 15. National Tax Preparations Services Private Limited; and 16. Pace Business Systems Private Limited.

Further, no application has been made in respect of any of the Promoter Group companies, to the RoC for striking off their names. Litigation For details regarding litigation involving Promoters and Promoter Group, see the section titled “Outstanding Litigation and Material Developments”, beginning on page 255. Related Party Transactions For details of the related party transactions, see the section titled “Financial Statements-Related Party Transactions” on page 163.

161

RELATED PARTY TRANSACTIONS Our Company has various transactions with related parties. For details on our Company’s related party transactions, see Annexure 14 to the Company’s restated unconsolidated financial statements beginning on page 163.

162

DIVIDEND POLICY The declaration and payment of dividends will be recommended by our Board of Directors and approved by shareholders of our Company, at their discretion, and will depend on a number of factors, including but not limited to the profits of our Company, capital requirements and overall financial condition. The Board may also from time to time pay interim dividends. All dividend payments are made in cash to the shareholders of the Company. Our Company had not declared any dividend since inception.

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SECTION V: FINANCIAL STATEMENTS To,

The Board of Directors

TCG Lifesciences Limited

Block BN, Plot No. 7,

Salt Lake Electronic Complex,

Sector V,

Kolkata 700 091

Dear Sirs,

1. We have examined the attached Financial Information of TCG Lifesciences Limited (the Company), for the five financial years ended 31st March 2007 (as set out in Annexures 1 to 15 attached to this report), stamped and initialed by us for identification, which have been prepared in terms of the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (the Act) and the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 as amended to date (SEBI Guidelines) and in accordance with our engagement letter dated August 6, 2007, setting out inter alia the scope of work relating to the Draft Red Herring Prospectus (DRHP) being issued by the Company in connection with its proposed issue of Equity Shares.

2. These information have been extracted by the Management from the audited Financial Statements for the years ended March 31, 2003, 2004, 2005, 2006 and 2007, which have been audited by us except for the year ended March 31, 2003. Audit for the financial year ended March 31, 2003 was conducted by previous auditors M/s Rajneesh Agarwal & Co, Chartered Accountants who have also examined the financial information for the year ended on that date and submitted their report thereon which have been relied upon by us. The financial information relating to the year ended March 31, 2003 are based solely on the report submitted by M/s Rajneesh Agarwal & Co. Chartered Accountants, who have also confirmed that the restated financial information has been made after incorporating:

(a) adjustments for the changes in accounting policies retrospectively in respective financial year to reflect the same accounting treatment as per changed accounting policy for all the reporting periods.

(b) adjustments for the material amounts in the respective financial year to which they relate,

and (c) there are neither any extra-ordinary items that need to be disclosed separately in the

accounts nor any qualification requiring adjustments. 3. Based on the above, we report that in our opinion and according to the information and

explanations given to us, we have found the aforesaid financial information to be correct and the same have been prepared appropriately.

4. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the SEBI Guidelines and in terms of our engagement agreed with you and based on the foregoing; we further report that:

(a) The Restated Summary Statement of Assets and Liabilities of the Company, as at March 31, 2003, March 31, 2004, March 31, 2005, March 31, 2006 and March 31,

164

2007, as set out in Annexure 2 to this report are after making adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies.

(b) The Restated Summary Statement of Profit or Loss of the Company for each of the years ended, March 31, 2003, March 31, 2004, March 31, 2005, March 31, 2006 and March 31, 2007 examined by us, as set out in Annexure 1 to this report are after making adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies.

(c) No dividend was paid by the Company, in respect of each of the financial years ended on March 31, 2003, March 31, 2004, March 31, 2005, March 31, 2006, March 31, 2007.

(d) We confirm that the restated financial information have been made after incorporating:

i. adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per changed accounting policy for all the reporting periods;

ii. adjustments for the material amounts in the respective financial years to which they relate, and

iii. there are no extra-ordinary items that need to be disclosed separately in the accounts and no qualification requiring adjustments.

5. We have also examined the following other financial information prepared by the Management relating to the Company for the years ended 31st March, 2004, 31st March, 2005, 31st March, 2006 and 31st March, 2007. In respect of the year ended 31st March, 2003 these information have been included based upon the report submitted by previous auditors M/s Rajneesh Agarwal & Co. Chartered Accountants and relied upon by us.

(a) Accounting Ratios enclosed as Annexure 4 (b) Capitalisation Statement enclosed as Annexure 5 (c) Statement of Tax Shelter enclosed as Annexure 6 (d) Details of Other Income as Annexure 7 (e) Details of Secured Loans and Unsecured Loans enclosed as Annexure 8 (f) Summary of Debtors enclosed as Annexure 9 (g) Summary of Loans and Advances enclosed as Annexure 10 (h) Summary of Current Liabilities and Provisions enclosed as Annexure 11 (i) Details of Contingent Liabilities enclosed as Annexure 12 (j) Details of Related Parties enclosed as Annexure 13 (k) Cash Flow Statements, as Restated enclosed as Annexure 14.

In our opinion the above financial information contained in Annexures 4 to 14 of this report read with the Significant Accounting Policies, Changes in Significant Accounting Policies and Notes (Annexure 3 ), prepared after making adjustments and regrouping as considered appropriate have been prepared in accordance with Part IIB of Schedule II of the Act and the SEBI Guidelines.

6. Our report is intended solely for use of the management and for inclusion in the offer document in connection with the proposed issue of equity shares of the Company. Our report should not be used for any other purpose except with our consent in writing.

165

Place:Kolkata

Dated: September 26, 2007

S K Deb:……

Membership No. 13390

Partner

For and on Behalf of

Price Waterhouse & Co.

Chartered Accountants

166

TCG Lifesciences Limited STATEMENT OF PROFIT AND LOSS, AS RESTATED Annexure - 1 Rupees in Million

Year Ended March 31 Particulars

2007 2006 2005 2004 2003 Income Sales 482.02 318.58 206.59 133.42 72.29 Other Income 16.26 2.72 1.70 2.96 0.13 Increase / (Decrease) in Inventories 15.07 10.92 0.94 (3.46) 0.96 Total Income 513.35 332.22 209.23 132.92 73.38 Expenditure Raw Materials Consumed 107.95 85.24 50.92 32.50 20.44 Staff Costs 126.05 72.59 53.30 41.65 28.24 Administration Expenses 97.87 56.62 43.06 29.69 25.33 Selling and Distribution Expenses 36.61 30.57 21.07 16.20 11.29 Interest (Net) 35.08 21.87 10.32 15.21 7.64 Depreciation and Amortisation 29.30 15.00 13.64 9.74 6.35

Deferred Revenue Expenditure - - - 7.56 (7.56)

Total Expenditure (Refer note 13 on Annexure 3) 432.86 281.89 192.31 152.55 91.73

Profit/(Loss) before Tax 80.49 50.33 16.92 (19.63) (18.35)Taxation - Fringe Benefit Tax 1.92 2.41 - - -Profit/(Loss) before Deferred Tax 78.57 47.92 16.92 (19.63) (18.35) - Deferred tax (Refer note 6 on Annexure 3) 27.20 11.32 - - -

Profit/(Loss) after Tax 51.37 36.60 16.92 (19.63) (18.35) Impact on profit due to change in accounting policy - (Increase) / Decrease - - (0.39) (8.09) 8.48

(Refer note 2 on Annexure 3) Net Profit / (Loss) after tax as restated 51.37 36.60 17.31 (11.54) (26.83)

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TCG Lifesciences Limited STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED Annexure - 2 Rupees in Million

As at March 31

Particulars 2007 2006 2005 2004 2003

A Fixed Assets Gross Block 634.93 291.13 263.54 186.44 162.62 Less : Depreciation 78.87 49.80 35.06 21.16 11.95 Net Block 556.06 241.33 228.48 165.28 150.67 Capital Work In Progress 158.72 218.66 60.91 76.71 29.63 714.78 459.99 289.39 241.99 180.30

B Investments - 5.00 0.10 0.10 -

C Current Assets, Loan and Advances

Inventories 45.88 28.59 8.09 3.67 6.09 Sundry Debtors 93.56 38.48 40.58 19.93 17.60 Cash and Bank Balance 23.12 50.52 18.94 6.74 5.39 Loans and Advances 27.80 18.99 9.52 15.00 7.47 Other Current Assets 38.93 32.29 29.39 0.76 1.39 229.29 168.87 106.52 46.10 37.94 Total Assets (A+B+C) 944.07 633.86 396.01 288.19 218.24 D Liabilities and Provisions Secured Loans 395.45 284.94 156.55 123.32 80.99 Unsecured Loans 14.74 - - 42.00 31.54 Current Liabilities 154.30 99.34 62.92 49.54 34.98 Provisions 7.24 3.98 1.08 1.03 0.65 Deferred Tax Liability 38.52 11.32 - - - 610.25 399.58 220.55 215.89 148.16 E Networth (A+B+C-D) 333.82 234.28 175.46 72.30 70.08 F Represented by : Equity Share Capital 184.29 184.29 116.36 116.36 102.77 Advance against Equity 70.34 22.17 67.93 - -

Reserves and Surplus 79.19 27.82 17.75 - - Less : Miscellaneous Expenditure

(to the extent not written off or adjusted)

Preliminary Expenses - - (0.05) (0.22) (0.39)

Profit and Loss Account - - (26.53) (43.84) (32.30) Networth 333.82 234.28 175.46 72.30 70.08

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Annexure – 3 Notes on the Restated Profit and Loss and Assets and Liabilities 1. Significant Accounting Policies

The Financial Statements have been prepared under the historical cost convention, on accrual basis of accounting and in accordance with the Companies Act, 1956 of India and comply with the Accounting Standards (AS) issued by the Institute of Chartered Accountants of India (ICAI), to the extent applicable.

a) Sales: Revenue for sales / services is being recognized on delivery basis in keeping with related

arrangements with customers.

b) Fixed Assets: Fixed Assets are stated at cost of acquisition including freight, duties, taxes and other

incidental expenses relating to acquisition and installation of such assets. An impairment loss is recognized wherever the carrying value of the fixed assets of a cash generating unit exceeds its market value or value in use, whichever is higher.

c) Depreciation: Tangible - Depreciation on Fixed Assets other than Leasehold Land is provided on Straight Line

Method at the rates and in the manner as specified in Schedule XIV of the Companies’ Act 1956. Leasehold Land is amortised over the period of Lease.

Intangible – License fee for acquisition of access right to knowledge database on organic chemistry

for unlimited period and acquisition cost of computer software are amortised over their estimated useful life of ten years and five years respectively.

d) Inventories:

(i) Raw Materials and Stores are valued at lower of cost (on weighted average

basis) and net realisable value.

(ii) Work in Process is valued at lower of cost (including appropriate overheads) and net realisable value.

e) Borrowing Costs: The borrowing costs that are attributable to the acquisition or construction of qualifying

assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

f) Foreign Currency Transactions and Balances:

(i) Foreign currency transactions are recorded on the basis of exchange rates

prevailing on the date of their occurrence.

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(ii) Year end balances of monetary items denominated in foreign currency are converted at the year end rate and resultant gain / (loss) are appropriately credited / (charged) to the Profit and Loss Account or adjusted to the cost of the Fixed Assets.

g) Investments: Long Term investments are stated at cost and provision is made for diminution other than

temporary, in the carrying value thereof. Current investments are stated at lower of cost and fair value determined on individual investment basis.

h) Government Subsidy: Subsidy of Capital nature (not related to specific fixed assets) is credited to Capital

Reserve. Subsidy related to revenue is credited to related expense account. i) Retirement Benefits: Liability in respect of gratuity (not funded) is determined and provided on the basis of

year end actuarial valuation.

j) Leave Encashment Benefits: Leave encashment is accounted for on accrual basis based on year end actuarial

valuation.

k) Taxes on Income: Tax expenses comprise Current Tax, Deferred Tax and Fringe Benefit Tax. Current tax in

respect of taxable income is provided for the year based on applicable tax rates and tax laws. Deferred tax is recognized subject to the consideration of prudence in respect of deferred tax assets, on timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods and is measured using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to re-assess realisation. Fringe Benefit Tax is accounted for based on the actual value of fringe benefits for the year as per the related provisions of the Income-tax Act.

2. Change in Accounting Policy A. Retirement Benefits

(i) For the year ended March 31, 2003 no provision for gratuity and leave encashment was made as none of the employees had completed the stipulated period of service. For the year ended March 31, 2004 provision for gratuity and leave encashment was made on the basis of management estimate under the assumption that such benefits are payable to the eligible employees at the year end. From the year ended March 31, 2005 all such benefits were actuarially valued. The adjustment below indicates the impact on Profit/ (Loss) of the respective years due to valuation of such benefits on Actuarial Basis.

B. Intangibles

(i) For the year ended March 31, 2003 depreciation on software capitalised was charged @ 4.75%. From the year ended March 31, 2004 such depreciation was charged @ 20%. The impact on respective year’s Profit/ (Loss) is indicated below.

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(ii) In the Financial Year ended March 31, 2003 certain ‘development expenses’ (being loss suffered on initial contracts) incurred were deferred, to be charged off over a period of five years. From the year ended March 31, 2004 such expenses were fully charged off. Accordingly, impact of such change is given in the respective year’s Profit and Loss Statement.

(Rupees in Million)

Particulars 2006-07 2005-06 2004-05 2003-04 2002-03 Impact on profit due to short / (excess) provision of Leave Encashment.[Note A (i) above] - -

(0.03)

(0.28)

0.32

Impact on profit due to short / (excess) provision of Gratuity.[Note A (i) above] - -

(0.36)

0.02

0.33

Impact on profit due to short / (excess) depreciation on software. [Note B (i) above] - - -

(0.27)

0.27

Deferred revenue expenditure [Note B (ii) above] - - - (7.56) 7.56 Net impact on profit and net worth (Increase) / Decrease - -

(0.39)

(8.09)

8.48

3. In view of unabsorbed depreciation/ carried forward loss under the Income Tax Act, 1961, no

Income Tax ( Other than Minimum Alternate Tax) is currently payable. 4. Inventories

(Rupees in Million) As at March 31, Particulars

2007 2006 2005 2004 2003 Raw Materials 13.60 11.51 4.76 1.43 1.07 Stores 4.62 4.49 1.66 1.51 0.83 Work in Progress 27.66 12.59 1.67 0.73 4.19 45.88 28.59 8.09 3.67 6.09

5. Cash and Bank Balances

(Rupees in Million) As at March 31, Particulars

2007 2006 2005 2004 2003 Cash in hand 0.43 0.34 0.08 0.09 0.10 Cheques in hand 0.05 - 2.38 - - Balance with Scheduled Banks - On Current Account - On Fixed Deposit Account

16.60 6.04

48.00 2.18

7.31 9.17

6.12 0.53

4.76 0.53

23.12 50.52 18.94 6.74 5.39

Fixed Deposit Includes -Amount pledged against 4.06 2.18 0.67 0.53 0.53 Bank Guarantee -Lien with Financial Institution - - 5.00 - - for loans disbursed by them

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6. Deferred tax Liability (Rupees in Million)

As at March 31, Particulars 2007 2006 2005 2004 2003 Deferred tax Liability 38.52 11.32 - - - 38.52 11.32 - - -

Deferred Tax charge for 2006 and 2007 restated after considering prior years debit adjustment of Rs 11.32 millions effected in 2007 audited accounts. 7. Share Capital

(Rupees in Million) As at March 31, Particulars

2007 2006 2005 2004 2003 Authorised 210.00 190.00 150.00 150.00 150.00 Issued, Subscribed and paid up 184.29 184.29 116.36 116.36 102.77 Note (a) Note (a) Note (b) Note (b) Note (c)

(a) 1,84,29,240 Equity Shares of Rs. 10/- each fully paid up

Of the above shares 1,84,29,220 Equity Shares of Rs. 10/- each are held by TCG Lifesciences Mauritius Limited, the Holding Company

(b) 1,16,36,180 Equity Shares of Rs. 10/- each fully paid up

Of the above shares 1,16,36,180 Equity Shares of Rs. 10/- each are held by TCG Lifesciences Mauritius Limited, the Holding Company

(c) 1,02,76,880 Equity Shares of Rs. 10/- each fully paid up

Of the above shares 1,02,76,880 Equity Shares of Rs. 10/- each are held by Chatterjee Management Services (Mauritius) Company (name changed to TCG Lifesciences Mauritius Limited), the Holding Company

8. Reserves and Surplus

(Rupees in Million) As at March 31, Particulars

2007 2006 2005 2004 2003 Capital Reserve * 17.75 17.75 17.75 - - Profit & Loss Account 61.44 10.07 - - - 79.19 27.82 17.75 - -

* Includes Rs. 15.00 millions Capital Subsidy and Rs. 2.75 millions Interest Subsidy (being subsidy towards part of interest expenses capitalised in earlier years), received from the West Bengal Industrial Development Corporation Limited. 9. Miscellaneous Expenditure – to the extent not written off or adjusted

(Rupees in Million) As at March 31, Particulars

2007 2006 2005 2004 2003 Preliminary Expenses - - 0.05 0.22 0.39 - 0.05 0.22 0.39

After considering restatement of Deferred Revenue Expenditure referred to in note 2 B(ii) above.

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10. Interest (Net)

(Rupees in Million) Year Ended March 31, Particulars

2007 2006 2005 2004 2003 Interest on Fixed Loans(Net) Other Interest

35.03 0.05

21.86* 0.01

10.31** 0.01

14.55 0.66

7.64 -

35.08 21.87 10.32 15.21 7.64 * Net of Interest Subsidy Rs. 4.61 ** Net of Interest Subsidy Rs. 6.80 11. Directors Remuneration

(Rupees in Million) Year Ended March 31, Particulars

2007 2006 2005 2004 2003 Salaries - - - 1.57 2.26 Perquisites - - - 0.01 0.03 - - - 1.58 2.29

12. The Company has no indebtedness to any Small Scale Industrial Undertakings during the five years

ended March 31, 2007. 13. The Total Expenditure (Annexure 1) are net of transfers to Capital Work In Progress for the respective

years as detailed below. (Rupees in Million)

Year ended March 31, Particulars 2007 2006 2005 2004 2003 Raw Materials Consumed 9.20 3.03 - 6.16 - Salaries and Bonus 15.58 14.98 - 4.44 1.51 Electricity Charges 4.25 2.39 - 1.00 - Rent / Service Charges 5.72 1.67 - 1.78 0.91 Others 10.89 9.08 - 7.78 4.23 45.64 31.15 - 21.16 6.65

14. Basic and Diluted Earnings per Share

For the Year Ended March 31 Particulars 2007 2006 2005 2004 2003

(I) Basic (a) (I) Number of equity Shares at the beginning of the year

18,429,240 11,636,180 11,636,180 10,276,880 10,276,880

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(II) Number of equity Shares at the end of the year

18,429,240 18,429,240 11,636,180 11,636,180 10,276,880

(III) Weighted average number of equity shares outstanding during the year

18,429,240 16,996,184 11,636,180 10,399,440 10,276,880

(IV) Face Value of Equity Share (Rs.) 10 10 10 10 10 (b) Profit available for Equity Shareholders (i) Before Deferred Tax (Rs. in million) 78.57 47.92 17.31 (11.54) (26.83) (ii) After Tax, as restated (Rs. in million) 51.37 36.60 17.31 (11.54) (26.83) (c) Basic Earning per share (i) Before Deferred Tax [I b (i) / I (a) (III)] (Rs.) 4.26 2.82 1.49 (1.11) (2.61) (ii) After Tax [I b (ii) / I (a) (III)] (Rs.) 2.79 2.15 1.49 (1.11) (2.61) (II) Diluted (a)(I) Number of Potential equity Shares at the beginning of the year arising from Advance against Equity 2,217,113 6,793,060 - * * (II) Number of potential equity Shares at the end of the year arising from Advance against Equity 7,033,613 2,217,113 6,793,060 * * (III) Weighted average number of potential Equity shares arising from Advance against Equity 21,163,965 19,425,422 15,522,672 - - (IV) Face Value of Equity Share (Rs.) 10 10 10 - - (b) Profit available for Equity Shareholders (i) Before Deferred Tax (Rs in million) 78.57 47.92 17.31 - - (ii) After Tax, as restated (Rs. in million) 51.37 36.60 17.31 - - (c) Diluted EPS (i) Before Deferred Tax [II b (i) / II (a) (III)] (Rs.) 3.71 2.47 1.12 (1.11) (2.61) (ii) After Tax [II b (ii) / II (a) (III)] (Rs.) 2.43 1.88 1.12 (1.11) (2.61)

* In view of anti – dilutory impact in the years 2002-03 and 2003-04, Potential Equity Shares have not been considered.

15. The Company is engaged in the business of providing contract research services and sale of chemical compound arising out of the contract research services predominantly outside India and managed organisationally as a single unit. Accordingly, in the opinion of the management it is a single segment company.

16. The Company was originally incorporated as Chembiotek Research Private Limited on August 3,

1998 under the Companies Act,1956. On February 12, 2002 the name of the Company was changed to Chembiotek Research international Private Limited. Subsequently on August 21, 2007 the name was changed to TCG Lifesciences Private Limited. The status of the Company, thereafter was changed to a public limited company by the name TCG Lifesciences Limited.

17. Individual year’s figures have been regrouped for the purpose of Annexure’s based on

management information and explanation.

174

TCG Lifesciences Limited Annexure 4Summary of Accounting Ratios Rupees

As at March 31 Particulars

2007 2006 2005 2004 2003

Earning per Share (Basic) - Before Deferred Tax 4.26 2.82 1.49 (1.11) (2.61) - After Tax 2.79 2.15 1.49 (1.11) (2.61) Earning per Share (Diluted) - Before Deferred Tax 3.71 2.47 1.12 (1.11) (2.61) - After Tax 2.43 1.88 1.12 (1.11) (2.61) Return on Networth (%) 15.39 15.62 9.87 (15.96) (38.28) Net Asset Value 18.11 12.71 15.08 6.21 6.82

Notes : 1. The ratios have been calculated as follows:

Return on net worth (%) Net Profit after tax, as restated .

Net worth excluding revaluation reserve at the end of the year

Net asset value per equity Net worth excluding revaluation reserve and preference share capital at the end of the year

share (Rs.) Number of equity shares outstanding at the end of the year 2. Net profit, as restated as appearing in the Statement of Profit and Losses, as restated (Annexure 1) has been considered for the purpose of computing the above ratios. 3. Earning per share calculations are done in accordance with Accounting Standard 20 "Earning Per Share" issued by the Institute of Chartered Accountants of India. For details calculation, refer note 14 on Annexure 3.

175

TCG Lifesciences Limited Annexure 5Capitalisation Statement Rupees in Million

Particulars Pre - Issue as at March

31, 2007 Adjusted for Present Issue Debt: Short term Debt 14.74 Long term Debt 395.45 Total Debt (A) 410.19 Shareholders' Funds: Share Capital 184.29 Advance Against Equity (Since Allotted) 70.34 Reserves and Surplus 79.19 Less: Miscellaneous Expenses - Total Shareholders' Funds (B) 333.82 Total Capitalisation (A) + (B) 744.01 Long term Debt/Equity Ratio 1.18 Share Capital and Reserves (Post Issue) can be calculated only after conclusion of the book building process

176

TCG Lifesciences Limited Annexure 6 Tax shelter statement Rupees in Million

Year Ended March 31,

2007

Year Ended March 31,

2006

Year Ended March 31,

2005

Year Ended March 31,

2004

Year Ended March 31,

2003 Profit / (Loss) before Income Tax as per Audited Accounts

(A) 80.49 50.33 16.92 (19.63) (18.35)

Tax Rate % (B) 33.99 33.66 36.59 35.88 36.75Income Tax as per actual rate on the Restated Profit / (Loss)

(C) = (A)*(B) 27.36 16.94 6.19 - -

Income Tax Provision as per Books

- - - - -

Note: In view of unabsorbed depreciation/ carried forward loss under the Income Tax Act, 1961, no Income Tax (Other than Minimum Alternate Tax) is currently payable. Accordingly, adjustments to the book profit/ (loss) has not been furnished above.

177

TCG Lifesciences Limited Annexure 7Details of Other Income Rupees in Million

As at March 31 Particulars (Recurring Items) 2007 2006 2005 2004 2003

Liabilities no longer required written back 0.05 0.50 0.06 0.06 0.01 Profit on redemption of Current Investments 0.78 0.11 - - -Interest received 1.90 2.11 1.64 0.10 0.12Secondment Charges - - - 1.13 -Foreign Exchange Gain 13.18 - - 1.65 -Miscellaneous Income 0.35 - - 0.02 -Total 16.26 2.72 1.70 2.96 0.13 Net Profit before tax 80.49 50.33 17.31 (11.54) (26.83) Percentage 20.20 5.40 9.82 (25.65) (0.48)

178

TCG Lifesciences Limited Annexure 8Secured and Unsecured Loans Rupees in Million

As at March 31, Particulars 2007 2006 2005 2004 2003 Secured Loans Term Loans

-from Banks 178.73 210.02 61.06 85.32 69.79

-from Financial Institution 216.72 74.92 95.49 38.00 11.20

Total 395.45 284.94 156.55 123.32 80.99

Rupees in Million

As at March 31,

Particulars 2007 2006 2005 2004 2003 Unsecured Loans

Merlin Resources Private Limited (long term)* - - - 10.18 1.40

Hongkong Bank - - - 27.46 29.73

Credit balance with Schedule Banks on Current Account 14.74 - - 4.36 0.41

Total 14.74 - - 42.00 31.54

* Represents a Promoter Group Company. a) Term Loans from bank as on 31st March, 2007 consists of (i) loan from ICICI Bank Limited for

Rs. 24.13 million which is secured by way of First pari passu charge on all assets, present and future. (ii) loan from Yes Bank Limited for Rs. 74.60 million which is secured by first pari passu charge on all movable and immovable fixed assets present and future. (iii) working capital loan Rs. 80.00 million from Yes Bank Limited is secured by way of first pari passu charge on all present and future current assets and second pari passu charge on all present and future movable and immovable fixed assets of the Company.

b) Term loan from Financial Institution as on 31st March, 2007 is secured by way of first pari passu

charge on all fixed assets including immovable properties, both present and future and second pari passu charge on current assets of the company including receivables, both present and future.

179

TCG Lifesciences Limited Annexure 9Summary of Investments Rupees in Million

As at March 31, Particulars 2007 2006 2005 2004 2003

Long Term Investments - Other than Trade - (Unquoted)

ClinInvent Research Private Limited 4990 Equity shares of Rs. 10/- each, fully paid up

0.05 0.05 0.05 0.05 -

TCGA Research Private Limited 4990 Equity shares of Rs. 10/- each, fully paid up - 0.05 0.05 0.05 -

Current Investments - Other than Trade - (Unquoted)

5,00,000 units of Rs 10/- each in Reliance Fixed Maturity Fund - Quarterly Plan - Growth Option.

- 5.00 - - -

0.05 5.10 0.10 0.10 -

Less: Provision in Diminution in value of Investments 0.05 0.10 - - -

- 5.00 0.10 0.10 -

180

TCG Lifesciences Limited Annexure 10Summary of Debtors, as Restated Rupees in Million

As at March 31, Particulars 2007 2006 2005 2004 2003 Sundry Debtors Unsecured

Debts outstanding for a period exceeding six months -

Considered Good 0.13 - 0.21 0.58 0.69 Considered Doubtful 0.08 - - - -

0.21 - 0.21 0.58 0.69 Other Debts Considered Good 93.43 38.48 40.37 19.35 16.91

93.64 38.48 40.58 19.93 17.60 Less: Provision for Doubtful Debts 0.08 - - - - 93.56 38.48 40.58 19.93 17.60 The above includes the following debts due from Promoter Group- Other Debts Institute of Molecular Medicine 0.80 - - - -International Biotech Park Limited - - 0.96 - -Total debts due from Promoter Group 0.80 - 0.96 - -

181

TCG Lifesciences Limited Annexure 11Summary of Loans and Advances and Other Current Assets (Unsecured, considered good), as Restated Rupees in Million

As at March 31, Particulars 2007 2006 2005 2004 2003

Advances recoverable in cash or in kind or for value to be received 22.80 16.90 8.95 14.95 7.44 Advance Fringe benefit tax 3.96 1.00 - - -Tax Deducted at Source 1.04 1.09 0.57 0.05 0.03 27.80 18.99 9.52 15.00 7.47 Other Current assets Claims Receivable 8.14 3.05 - - -Interest Receivable 0.12 0.01 1.57 - -Insurance Claims Recoverable - - 0.04 - -Government Subsidy Receivable 4.61 14.16 24.55 - -Deposits 18.11 12.36 1.96 - -Prepaid Expenses 7.95 2.71 1.27 0.76 1.39 38.93 32.29 29.39 0.76 1.39 Total 66.73 51.28 38.91 15.76 8.86 The above includes the following loans and advances to the promoter group - Advances recoverable in cash or in kind or for value to be received SilicoGene Informatics Private Limited 3.57 0.22 - 0.61 0.67ClinInvent Research Private Limited 13.49 (2.13) 0.53 2.89 1.15TCGA Research Private Limited 0.19 3.56 - 0.15 - Green Cross Therapeutics Private Limited - 0.03 - 1.17 0.25

Labvantage Solutions Private Limited - 9.84 3.75 - -TCG Software Services Private Limited - 0.06 - - -TCG Urban Infrastructure Holdings Limited - 0.08 - - 0.41Institute of Molecular Medicine - 2.43 0.13 1.27 -International Biotech Park Limited - - - 0.46 -Chatterjee Management Services Private Limited 0.87 - - - -

Total 18.12 14.09 4.41 6.55 2.48 Contd..

182

TCG Lifesciences Limited Annexure-11( contd..)

Summary of Loans and Advances and Other Current Assets (Unsecured, considered good), as Restated

Rupees in Million

As at March 31, Particulars 2007 2006 2005 2004 2003

Security / Other deposits Boulevard Services Private Limited 2.20 0.35 0.35 -TCG Facilities Management Services Private Limited 0.09 0.09 0.09 - -

Bengal Intelligent Parks Private Limited 3.40 0.70 0.70 - -International Biotech Park Limited 9.94 9.94 - - -Total 15.63 11.08 1.14 - - Interest Receivable SilicoGene Informatics Private Limited - - 0.36 - -ClinInvent Research Private Limited - - 0.46 - - Green Cross Therapeutics Private Limited - - 0.18 - -Merlin Resources Private Limited - - 0.56 - - Total - - 1.56 - -

183

TCG Lifesciences Limited Annexure 12Summary of Current Liabilities and Provisions, as Restated Rupees in Million

As at March 31,

Particulars 2007 2006 2005 2004 2003

Current liabilities Sundry Creditors 99.62 55.75 35.22 24.64 25.35 Advance from Customers 8.74 - 0.82 - - Other Liabilities 41.54 * 39.18 * 0.40 8.10 2.16 Interest Accrued but not due 4.40 4.41 26.48 16.80 7.47 154.30 99.34 62.92 49.54 34.98 Provisions For Gratuity 1.29 0.81 0.51 0.49 0.32 For Leave Encashment 1.63 0.76 0.57 0.54 0.33 Fringe Benefit Tax 4.32 2.41 - - - 7.24 3.98 1.08 1.03 0.65 * Note: Other liabilities include Rs 37.50 million received by the Company in the year 2005 - 06 from a body corporate pursuant to a memorandum of understanding for an exclusive development right on a land [taken on lease by the Company for 90 years from the West Bengal Electronics Industry Development Corporation Limited (WEIDCL)] subject to the said corporate body obtaining all applicable approvals, consents, permissions etc. from all necessary regulatory / statutory authorities including WEIDCL.

184

TCG Lifesciences Limited Annexure-13 Contingent Liabilities/Capital Commitments Rupees in Million

As at March,31 Particulars 2007 2006 2005 2004 2003

Estimated amount of contract remaining to be executed on capital account and not provided for

73.46 21.43 - - 23.75

Guarantee issued by a Bank to a Government agency on behalf of the Company *

4.06 2.18 0.67 0.53 0.53

77.52 23.61 0.67 0.53 24.28 * against lien on Company’s Fixed Deposit for the corresponding amounts.

185

TCG Lifesciences Limited Annexure 14

The disclosure has been made as per requirement of Accounting Standards (AS) on “Related PartyDisclosures” (AS 18) issued by the Institute of Chartered Accountants of India (ICAI). Particulars Year Ended March

31, 2007 Year Ended March

31, 2006 Year Ended March

31, 2005

Year Ended March 31, 2004

Year Ended March 31, 2003

Enterprise having control in the Company – Holding Company

TCG Lifesciences Mauritius Limited –

[TCGLS]

TCG Lifesciences Mauritius Limited –

[TCGLS]

TCG Lifesciences Mauritius Limited

[formerly Chatterjee Management Services

(Mauritius) Company]

TCG Lifesciences Mauritius Limited

[formerly Chatterjee Management Services

(Mauritius) Company]

TCG Lifesciences Mauritius Limited

[formerly Chatterjee Management Services

(Mauritius) Company]

- ClinInvent Research Private Limited

[CRPL];

ClinInvent Research Private Limited

[CRPL];

Chatterjee Management Services

Private Limited.

Chatterjee Management Services

Private Limited. Associates

- TCGA Research Private Limited

[TRPL]

TCGA Research Private Limited

[TRPL]

- -

ClinInvent Research Private Limited

[CRPL];

- - - -

Fellow Subsidiaries TCGA Research

Private Limited [TRPL]*

- - - -

Key Management Personnel

- - - Mr A.C Ghosh Mr A.C Ghosh

* Ceased to be a related party with effect from March 30, 2007.

Contd..

186

Annexure-14(Contd..)

TCG Lifesciences Limited Rupees in Million

2007 2006 2005 2004 2003

Nature of transactions

Fellow Subsidiaries

Holding Company Associates

Holding Company Associates

Holding Company Associates

Key Management

Personnel Holding Company Associates

Key Management

Personnel Holding Company

Travel Expenses - - 0.96 - 1.79 - 0.12 - - - - -Interest Received 0.63 - 0.72 - 0.48 - - - - - - -Car hire and Running - - - - - - 0.06 - - - - -Insurance Premium - - - - - - 0.02 - - - - -Interest on Car Loan - - - - - - 0.02 - - - - -Inter Corporate Loan (net) 21.06 - 0.49 - (4.47) - 0.23 - - - - -Advance Against Equity - 48.24 - 36.14 - 67.93 - - 13.59 - - -

Refund advance against Equity - - - 13.97 - - - - - 4.23 - -

Reimbursement of Other Expenses - - 0.03 - 0.05 - 0.13 - - 3.87 - -Remuneration - - - - - - - 1.58 - - 2.29 -Consultancy Fees Paid - - - - - - - - - 2.30 - -Secondment Expenses - - - - - - 1.13 - - 1.80 - -Office Rent - - - - - - 1.38 - - - - -

Investment in Group Company - - - - - - (0.05) - - - - -Payables: - -Advance from Associates - - 2.13 - 0.99 - - - - - - -Current Liabilities - - - - - - - - - 1.44 - -Receivables: - -Advance to Associates - - 3.56 - 0.12 - - - - - - -

Advance to Fellow Subsidiaries 13.68 - - - - - - - - - - -

187

TCG Lifesciences Limited Annexure 15Cash Flow Statement, As Restated The Cash Flow Statements, as Restated have been prepared under the 'Indirect Method' as set out in the Accounting Standard (AS)-3 on 'Cash Flow Statements' issued by the Institute of Chartered Accountants of India. Rupees in Million

Year Ended March 31 Particulars

2007 2006 2005 2004 2003

A. CASH FLOW FROM OPERATING ACTIVITIES: Net profit/(loss) before tax and extra-ordinary items 80.49 50.33 16.92 (19.63) (18.35)

Impact on profit/ (loss) due to change in Accounting Policy - - 0.39 8.09 (8.48)

(Refer note 2 on Annexure 3) Adjustments for: Non Cash items Depreciation 29.30 15.00 13.64 9.47 6.62 Interest expense (net) 35.08 21.87 10.32 15.21 7.64

Preliminary Expenses written off - 0.05 0.17 0.17 0.17

Interest Income (1.90) (2.11) (1.64) (0.10) (0.12) Unrealised Foreign Exchange Gain (10.57) (0.01) (0.01) - - Liability No longer Required Written Back (0.05) (0.50) (0.06) (0.05) (0.01) Provision for Gratuity and Leave Encashment 1.35 0.48 0.06 0.38 0.65

Profit on Sale of Current Investments (0.78) (0.11) - - -

Provision for diminution in value of investments - 0.10 - - -

Loss on Sale of Fixed Assets 0.35 - - - -

Provision for Doubtful Debt 0.08 - - - - Operating profit before Working Capital changes 133.35 85.10 39.79 13.54 (11.88) Adjustments for: Trade and Other Receivables (75.48) 3.84 (19.28) (2.67) 0.98 Inventories (17.29) (20.50) (4.42) 2.43 (1.80) Trade and other Payables 54.85 59.06 3.83 5.29 6.72 Cash generated from operations 95.43 127.50 19.92 18.59 (5.98)

Direct Taxes paid (2.50) (1.20) (0.18) - - Net Cash Flow from operating activities 92.93 126.30 19.74 18.59 (5.98)B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets including Capital Work in Progress (285.00) (186.26) (61.04) (71.17) (55.83)

Sale of fixed assets 0.57 0.66 - - -

188

Release of Intercorporate Loans made to other companies - - 2.05 - 6.95

Advances made to other Companies (Net) (3.16) (9.59) - (6.55) - Interest received on Inter Corporate / Term Deposit 1.37 3.35 (0.27) 0.08 0.09

(Increase)/Decrease in Long Term Fixed Deposit - 5.00 (5.00) - -

(Purchase)/Sale of Investments 5.05 (5.00) - (0.10) -

Profit on Sale of Current Investments 0.78 0.11 - - -

Government Subsidy received 9.55 - - - - Net cash used in Investing Activities (270.84) (191.73) (64.26) (77.74) (48.79)

TCG Lifesciences Limited Rupees in Million

Year Ended March 31 Particulars

2,007 2006 2005 2004 2003

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Advance against Equity 48.17 22.17 67.93 13.60 - Proceeds from Long Term Borrowings 110.51 128.40 33.23 42.33 41.77

Payment of Short Term Borrowings - - (42.00) - -

Proceeds from Unsecured Loans 20.66 - - 10.46 (3.67)

Interest Paid (35.08) (48.56) (7.44) (5.89) (1.01) Net cash used in Financing Activities 144.26 102.01 51.72 60.50 37.09 Net increase/(decrease) in cash and cash (33.65) 36.58 7.20 1.35 (17.68) equivalents during the year (A+B+C) D Effect of Foreign Exchange Differences on

Cash and Cash Equivalents 6.25 - - - - (27.40) 36.58 7.20 1.35 (17.68)

Closing Balance of Cash and Cash Equivalent 23.12 50.52 13.94 6.74 5.39 Opening Balance of Cash and Cash Equivalent 50.52 13.94 6.74 5.39 23.07 Note: The break - up of Cash and Cash Equivalents for the respective years are set out below Rupees in Million

Year Ended March 31 Particulars

2,007 2006 2005 2004 2003

Cash in hand 0.43 0.34 0.08 0.09 0.10

Cheques in hand 0.05 - 2.38 - -

With Scheduled Banks-

189

On Current Account 16.60 48.00 7.31 6.12 4.76 On Fixed Deposit Accounts 6.04 2.18 4.17 0.53 0.53 Cash and Cash Equivalents 23.12 50.52 13.94* 6.74 5.39

* Excluding Rs 5 million, being Long Term Fixed Deposits.

190

TCGLS AUDITED FINANCIAL STATEMENTS AS PER INDIAN GAAP

Report of the Auditors to the Board of Directors on the Financial Statements of TCG Lifesciences Limited for the years ended March 31 2007, 2006, 2005 and 2004

1. We have audited the attached Balance Sheet of TCG Lifesciences Limited as at March 31, 2007,

March 31, 2006 , March 31, 2005 and March 31, 2004 and the related Profit and Loss Account and the Cash Flow Statement for the years ended on those dates annexed thereto, collectively hereinafter referred to as ‘the Financial Statements’, all of which we have signed under reference to this report. These Financial Statements are the responsibility of the Company’s management and have been prepared for the purpose of inclusion in the Draft Red Herring Prospectus of September 2007 relating to the offering of equity shares of the Company in India under the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. Based on our audit and to the best of our information and according to the explanations given to

us, in our opinion, the Financial Statements together with the notes thereon, give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of TCG Lifesciences Limited as at

March 31, 2007, March 31, 2006, March 31, 2005 and March 31, 2004; (b) in the case of the Profit and Loss Account, of the profits for TCG Lifesciences Limited

for the years ended on those dates; and (c) in the case of Cash Flow Statement, of the cash flows of TCG Lifesciences Limited for

the years ended on those dates. S K Deb Partner Membership No. 13390 For and on behalf of Price Waterhouse & Co. Kolkata, September 26, 2007. Chartered Accountants

191

TCG LIFESCIENCES LIMITED Balance Sheet Rupees in Million

As at As at As at As at

Schedule 31st March

2007 31st March

2006 31st March

2005 31st March

2004 SOURCE OF FUNDS Shareholders' Fund

Share Capital 1 184.29 184.29

116.36 116.36

Advance against Equity (Since Allotted) 70.34 22.17

67.93 -

Reserves and Surplus 2 79.19 27.82

17.75 -

Defered Tax Liability (Note 4 on Schedule 12) 38.52 11.32

- -

Loan Funds

Secured Loans 3 395.45 284.95

156.55 123.32

Unsecured Loans 4 14.74 -

- 42.00

782.53 530.55

358.59 281.68 APPLICATION OF FUNDS Fixed Assets 5 (5a) (5b) (5c) (5d)

Gross Block 634.92 291.12

263.55 186.44

Less : Depreciation 78.90 49.83

35.09 21.18

Net Block 556.02 241.29

228.46 165.26

Capital Work - in – Progress 158.72 218.66

60.91 76.71

714.74 459.95

289.37 241.97

Investments 6 - 5.00

0.10 0.10 Current Assets, Loans and Advances 7

Inventories 45.88 28.59

8.09 3.67

Sundry Debtors 93.57 38.48

40.58 19.92

Cash and Bank Balances 23.13 50.52

18.95 6.75

Other Current Assets 38.93 32.29

29.39 1.56

Loans and Advances 27.80 18.99

9.52 14.20

229.31 168.87

106.53 46.10

192

TCG LIFESCIENCES LIMITED Rupees in Millions

As at As at As at As at

Schedule 31st March

200731st March

2006 31st March

2005 31st March

2004

Less Current Liabilities and Provisions

Current Liabilities 154.28 99.29

62.91 49.52

Provisions 7.24 3.98

1.08 1.03

161.52 103.27

63.99 50.55

Net Current Assets 67.79 65.60

42.54 (4.45) Miscellaneous Expenditure (To the extent not written off or adjusted)

Preliminary expenses - -

0.05 0.22

Profit and Loss Account - -

26.53 43.84

782.53 530.55

358.59 281.68 Notes on Accounts 12

This is the Balance Sheet referred to in our The Schedule referred to above form report of even date. an integral part of the Balance Sheet

On behalf of the board

S.K.Deb Partner Managing Director Membership No. 13390 For and on behalf of Director PRICE WATERHOUSE & CO. Chartered Accountants Company Secretary Kolkata Date: 26 th September, 2007

193

TCG LIFESCIENCES LIMITED Profit & Loss Accounts Rupees in Million

Schedule

For the yearEnded

31st March, 2007

For the yearended

31st March, 2006

For the year ended

31st March, 2005

For the yearEnded

31st March, 2004

INCOME

Sales 482.02

318.58

206.59 133.42 Other Income 9 16.26

2.72

1.70 2.96

Increase / (Decrease) in Inventories 10 15.07

10.92

0.94 (3.46)TOTAL INCOME 513.35

332.22

209.23 132.92

EXPENSES Operating Expenses 11 368.49

245.02

167.96 119.77

Depreciation / Amortisation 29.29

15.00

13.64 9.48Interest (net)

35.08

21.87

10.32 15.21

Deferred Revenue Expenditure Written Off -

-

- -TOTAL EXPENDITURE 432.86

281.89

191.92 144.46

Profit / (Loss ) before Tax 80.49

50.33

17.31 (11.54) Less: Provision for -

- Fringe Benefits Tax 1.92

2.41

- -

Profit / (Loss) before Deferred Tax 78.57

47.92

17.31 (11.54)

Less: Provision for Deferred Tax 27.20 11.32 - -

Profit / (Loss ) after Tax 51.37

36.60

17.31 (11.54)

Profit/(Loss) brought forward from Previous year 10.07

(26.53)

(43.84) (32.30)

Balance transferred to Balance Sheet 61.44

10.07

(26.53) (43.84) Earnings/ (Loss) after Current Tax per Equity share of Rs 10/- each (Basic)

4.26 2.82 1.49 (1.11)

Earnings/ (Loss) after Current Tax per Equity share of Rs 10/- each (Diluted)

3.71 2.47 1.12 (1.11)

Earnings/ (Loss) per Equity share of Rs 10/- each (Basic)

2.79 2.15 1.49 (1.11)

Earnings/ (Loss) per Equity share of Rs 10/- each (Diluted)

2.43 1.88 1.12 (1.11)

194

Notes on Accounts 12 This is the Profit and Loss Account referred to in our report of even date. The Schedule referred to above form an integral part of the Balance Sheet

S.K.Deb On behalf of the boardPartner Membership No. 13390 Managing DirectorFor and on behalf of PRICE WATERHOUSE & CO DirectorChartered Accountants Kolkata Company Secretary

Date : 26 th September ,2007

TCG LIFESCIENCES LIMITED Schedules Forming Part of the Balance Sheet Rupees in Million

As at31st March

2007

As at31st March

2006

As at 31st March

2005

As at31st March

20041. Share Capital Authorised: Equity shares of Rs. 10 each, fully paid up as on 31 March, 210.00 * 190.00

150.00 150.00 2007 - 21,000,000 2006 - 19,000,000 2005 - 15,000,000 2004 - 15,000,000 Issued, Subscribed and Paid Up: As on March 31 2007 and March 31 2006, 18,429,240 Equity shares, and as on March 31 2005 and March 31 2004, 11,636,180 Equity Shares of Rs.10 each. 184.29 184.29

116.36 116.36

Out of the above, as on March 31 2007 and March 31 2006, 18,429,220 shares and as on March 31 2005 and March 31 2004, 11,636,180 shares are held by TCG Lifesciences Mauritius Limited, the Holding Company

184.29 184.29 116.36 116.36

* Since increased to Rs. 500 million (consisting of 50,000,000 Equity shares of Rs. 10 each) for

which legal formalities have been completed.

2. Reserves and Surplus

Capital Reserve ( Note 10 on Schedule 12) 17.75 17.75

17.75 -Profit and Loss Account

195

61.44 10.07 - -

79.19 27.82 17.75 -

TCG LIFESCIENCES LIMITED Rupees in MillionSchedules Forming Part of the Balance Sheet

As at31st March

2007

As at 31st March

2006

As at 31st March

2005

As at31st March

20043. Secured Loans Term Loans

From Banks 98.73 160.03

61.06 85.32 Note 8 below Note 5 below Note 3 below Note 1 below From Financial Institution 216.72 74.92 95.49 38.00 Note 9 below Note 6 below Note 4 below Note 2 belowWorking Capital Loan From Banks 80.00 50.00 Note 10 below Note 7 below

395.45 284.95 156.55 123.32

Note 1 All loans are secured by paripassu charge on all present and future fixed and moveable assets except for loans from ICICI bank Rs 0.53 million secured by hypothecation of cars. Further it includes special grant in the nature of Secured Loan Rs. 60 million repayable with interest ( royalty ) in instalments from 15 August, 2005 to 15 August, 2007

2. The loan is secured by paripassu charge on all present and future fixed and moveable assets except book debts

3. All loans are secured by paripassu charge on all present and future fixed and moveable assets except for loans from ICICI bank Rs 1.06 million secured by hypothecation of cars. (Repayable within one year Rs. 40.50 million)

4. The loan is secured by paripassu charge on all present and future fixed and moveable assets except book debts

(Repayable within one year Rs. 19.80 million) 5. Rs. 60 millions are secured by paripassu charge on moveable assets. Rs. 99.47 Millions are secured by receivables both present and future and moveable fixed assets at Salt

Lake Kolkata and Pune. Rs.0.56 is secured by hypothecation of Car (Repayable within one year Rs. 60.73 million)

6. The Loan is secured by Second Pari passu charge on all movable assets. (Repayable within one year Rs. 7.5 million ) 7 The Loan is secured by first paripassu chargeon all current assets and interest subsidy claims from West

Bengal Industrial Development Corporation, both present and future, and second pari passu charge on fixed asset of the company located at Salt Lake, Kolkata.

8. Rs.24.13 million is secured by first pari passu charge on all assets present and future Rs. 74.60 million is secured by first pari passu charge on all movable and immovable fixed assets present and future

(Repayable within one year Rs. 49 millions) 9. The Loan is Secured by first pari passu charge on all fixed assets including immovable properties, both

present and future and second pari passu charge on current assets of the company including receivables, both present and future (Repayable within one year Rs. 9.60 millions)

10. The Loan is secured by first pari passu charge on all present and future current assets and second pari passu charge onall present and future movable and immovable fixed assets of the Company

196

4. Unsecured Loans Merlin Resources Private Limited ( Long term) - -

- 10.18

Chatterjee Management Services Pvt. Ltd. - -

- - Hongkong and Shanghai Banking Corporation Limited ( Secured by pledge of personal fixed deposit of a Director)

- -

- 27.46

Credit balance (per books) with Scheduled Banks on Current Accounts 14.74 -

- 4.36

14.74 - - 42.00

TCG LIFESCIENCES LIMITED Rupees in MillionSchedules Forming Part of the Balance Sheet

As at

31st March 2007

As at31st March

2006

As at 31st March

2005

As at31st March

2004

6. Investments

Long Term Investments - Other than Trade – At Cost

Unquoted

In Equity Shares of :

ClinInvent Research Private Limited 0.05 0.05 0.05 0.05

(4,990 Equity shares of Rs 10/- each, fully paid)

TCGA Research Private Limited - 0.05 0.05 0.05

(4,990 Equity shares of Rs 10/- each, fully paid, sold during the year 2006-07)

0.05 0.10 0.10 0.10

Less: Provision for Diminution in value of Investments 0.05 0.10 - -

- - 0.10 0.10

Current Investments - Other than Trade Unquoted

Mutual Fund:

5,00,000 units of Rs 10/- each in Reliance Fixed Maturity Fund-Quarterly Plan - Growth Option - 5.00

- -(Sold during the 2006-2007) (NAV as on 31.03.2006 - Rs 5.06 million)

For details of investments purchased and sold during the year 2006-07 (refer note 22 on schedule 12) - -

- -

- 5.00 0.10 0.10

7. Current Assets, Loans and Advances

197

a.) Inventories (refer note 2(d) on schedule 12)

Raw Materials 13.60 11.51 4.76 1.43

Stores 4.62 4.49 1.66 1.51

Work in Process 27.66 12.59 1.67 0.73

45.88 28.59 8.09 3.67

b.) Sundry Debtors

Unsecured Debts outstanding for a period exceeding six months

-

Considered Good 0.13 -

0.21 0.57 Considered Doubtful 0.08 -

- -

0.21 - 0.21 0.57

Other Debts

Considered Good 93.44 38.48 40.37 19.35

93.65 38.48 40.58 19.92

Less: Provision for Doubtful Debts 0.08 - - -

93.57 38.48 40.58 19.92 TCG LIFESCIENCES LIMITED

Schedules Forming Part of the Balance Sheet Rupees in Million

As at As at As at As at

31st March 2007 31st March

2006 31st March 2005 31st March

2004

c.) Cash and Bank balances

Cash in hand 0.43 0.34 0.08 0.09

Cheques in hand 0.05 - 2.38 -

Balance with Scheduled Banks on -

Current Account 16.60 48.00 7.32 5.61

Fixed Deposit Account * 6.05 2.18 9.17 0.53

Export Earner Foreign Currency Account - - - 0.52

23.13 50.52 18.95 6.75

* Includes Rs. 4.06 million as on 31 March 2007 Rs. 2.18 million as on 31 March 2006 Rs. O.69 million as on 31 March 2005 Rs. 0.53 million as on 31 March 2004 pledged against Bank Guarantee and Rs. 5 million under lien with Financial institution for loans disbursed by them as on 31 March 2005

d.) Other Current Assets ( Unsecured, considered good )

Claims Receivable 8.14 3.05 - -

198

Interest Receivable 0.12 0.01 1.57 0.00

Insurance Claims Recoverable - - 0.04 -

Government Subsidy Receivable 4.61 * 14.16

#

24.55 -

Deposits 18.11 12.36 1.96 0.80

Prepaid Expenses 7.95 2.71 1.27 0.76

38.93 32.29 29.39 1.56

*Represents amount admitted by West Bengal Industrial Development Corporation Limited vide letter no. INC-2000(132)/11/ISEGS/2197 dated 15th September, 2006 for the financial year 2005-06 # includes Rs.9.55 million admitted by West Bengal Industrial Development Corporation Limited vide letter no. INC-2000(132)/11/ISEGS/1404 dated 6th July ,2005 for the financial years 2002-03 , 2003-04 and 2005-06

e.) Advances

( Unsecured, considered good ) Recoverable in cash or in kind or for value to be received* 22.80 16.90

8.95 14.15

Advance Fringe Benefit tax 3.96 1.00 - -

Tax deducted at source 1.04 1.09 0.57 0.05

27.80 18.99 9.52 14.20

* includes Rs. Nil in 2004-05, Rs.2.16 million in 2003-04 to a director of the Company. Maximum amount outstanding during the year 2004-05 is Rs.2.17 million and in 2003-04 is Rs. 2.39 million

TCG LIFESCIENCES LIMITED Rupees in MillionSchedules Forming Part of the Balance Sheet

As at As at As at As at

31st March 2007 31st March

2006 31st March 2005 31st March

2004

8. Current Liabilities and Provisions a.) Current Liabilities

Sundry Creditors 99.62 55.75 35.22 24.64

Advance from Customers 8.74 - 0.82 -

Other Liabilities ( Note 13 on Schedule 12) 41.52 39.14 0.39 8.08

Interest Accrued but not due 4.40 4.40 26.48 16.80

154.28 99.29 62.91 49.52

b.) Provisions

For Gratuity 1.29 0.81 0.51 0.53

For Leave Encashment 1.63 0.76 0.57 0.50

199

Fringe Benefit Tax 4.32 2.41 - -

7.24 3.98 1.08 1.03

Schedules Forming Part of Profit and Loss Account 9. Other Income

Liabilities no longer required written back 0.05 0.50 0.06 0.06

Foreign Exchange gain (net) 13.18 - - 1.65

Profit on Sale of Current Investments (Other than Trade) 0.78 0.11 - -

Interest Received on Bank / Inter Corporate Deposits (Tax deducted at Sources Rs. 0.42 million as on 31 March 2007 Rs. 0.32 million as on 31 March 2006 Rs. 0.34 million as on 31 March 2005 Rs. 0.02 million as on 31 March 2004.)

1.90 * 2.11 1.64 0.10

Secondment charges received - - - 1.13

Miscellaneous Income 0.35 - - 0.02

16.26 2.72 1.70 2.96

*Includes Interest on Income Tax Refund of Rs.0.05 million 10. (Increase) / Decrease in Inventories

Opening Work in Process 12.59 1.67 0.73 4.19

Closing Work in Process 27.66 12.59 1.67 0.73

Increase/ (Decrease) 15.07 10.92 0.94 (3.46)

TCG LIFESCIENCES LIMITED Rupees in MillionSchedules Forming Part of the Balance Sheet

For the year For the year For the year For the year ended ended Ended Ended

31st March, 2007 31st March,

2006 31st March, 2005 31st March,

2004

11. Operating Expenses [Net of transfers to Capital Work in Progress (Note 15 on Schedule 12)] Consumption of Materials and Stores * 107.96 85.25

50.92 32.49 Salaries and Bonus 125.57 75.55

56.61 39.10 Gratuity charge/credit 0.62 0.30

(0.03) 0.20 Staff Welfare 9.89 5.65

3.42 2.36 Clearing and Forwarding Charges * 10.97 6.01

5.68 3.57 Electricity Charges 12.80 4.33

4.70 2.96

200

Insurance Premium 3.96 2.87

0.89 0.61 Rent / Service Charges 17.51 6.61

4.84 5.48 Car Hire and Running Expenses 4.58 3.56

2.80 2.89 Communication Expenses 4.55 2.84

2.54 2.25 Consultancy Charges 13.21 10.30

9.63 7.74 Printing and Stationary 2.73 1.90

1.11 0.72 Rates and Taxes 3.49 1.79 0.15 0.05

Repairs and Maintenance:

Buildings 0.29 0.12 0.16 0.01

Plant and Machinery 4.18 4.14 1.74 1.95

Others 8.35 3.59 1.67 0.97

Traveling and Conveyance Expenses 20.95 19.02 10.30 13.26

Bad Debts - -

0.58 -

Provision for Doubtful Debts 0.08 - - -

Provision for Diminution in value of Investments - 0.10 - -

Preliminary Expenses Written Off - 0.05 0.17 0.17

Loss on Exchange Fluctuation - 0.03 - -

Loss on Sale of Fixed Asset 0.35 - - -

Advertisement and Business Promotion Expenses 5.65 2.24 - 0.53

Miscellaneous Expenses 10.30 8.37 9.78 2.20

Auditors remuneration:

Audit Fees 0.50 0.40 0.30 0.23

Reimbursement of Expenses - - - 0.03

368.49 245.02 167.96 119.77

* net of recoveries

201

TCG LIFESCIENCES LIMITED

Schedules Forming Part of Balance Sheet

Rupees in Million

5a. Fixed Assets

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

As at Additions Sale/ As at As at For the Sale/ As at As at As at

PARTICULARS 1st April 2006

during the year

Adjustments

31st March 2007

1st April 2006

year Adjustments 31st

March 2007

31st March 2007

31st March 2006

(Note 2 below)

during the year

TANGIBLE:

LEASEHOLD LAND 14.50 14.50 0.16 0.16 0.32 14.18 14.34 BUILDING ( Note 3 below ) 37.89 56.94 94.83 5.43 2.87 8.30 86.53 32.46

PLANT and MACHINERY ( Note 4 below)

202.77 244.59 447.36 31.97 18.46 50.43 396.93 170.80

COMPUTERS 10.38 20.66 31.04 5.20 3.74 8.94 22.10 5.18 OFFICE EQUIPMENTS 2.69 5.16 7.85 0.56 0.32 0.88 6.97 2.13

FURNITURE and FIXTURES 13.60 14.25 27.85 3.20 2.32 5.52 22.33 10.40

VEHICLES 1.15 1.15 0.19 0.03 0.22 - - 0.96

INTANGIBLE

( Acquired items) ACCESS RIGHT TO KNOWLEDGE 4.18 3.35 7.53 0.68 0.60 1.28 6.25 3.50

DATABASE (Note 1 below)

COMPUTER SOFTWARE 3.96 3.96 2.44 0.79 3.23 0.73 1.52

TOTAL 291.12 344.95 1.15 634.92 49.83 29.29 0.22 78.90 556.02 241.29 Capital Work-in-Progress 218.66 158.72 @ 158.72 @

793.64 714.74

PREVIOUS YEAR 263.54 28.51 0.92 509.79 # 35.06 15.00 0.26 49.80 459.99 #

@ includes advance (unsecured, considered good) of Rs 6.14 million for leasehold land.

# includes Capital Work-in-Progress Rs 218.66 million

Notes 1: License fee for acquistion of access right to knowledge database on organic chemistry for unlimited period

2 : Additions include interest capitalised Rs. 2.91 million (Previous year : Rs.2.27 million) 3 Building Gross Block represents expenses on renovation and refurbishment of buildings taken

on lease as below: (I) Rs.71.83 million pertains to buildings taken on lease for 20 years renewable for three

terms of 5 years each.

(II) Rs.35.38 million pertains to buildings taken on lease for 3 years renewable for eight further terms of 3 years each, and

(III) Rs.19.45 million pertains to buildings taken on lease for 5 years renewable for five further terms of 5 years each.

202

4 Plant and Machinery includes scientific books and journals - gross block as at 31.03.06 Rs10.98 million (Previous year Rs 8.88 million), accumulated depreciation upto 31.03.06 Rs 1.67 million (previous year Rs 1.58 million).

TCG LIFESCIENCES LIMITED . Schedules Forming Part of Balance Sheet Rupees in Million 5b. Fixed Assets

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

As at Additions

Sale/ Adjustment

s As at As at For the sales / As at As at As at

PARTICULARS

1st April 2005

during the year

during the year

31st March 2006

1st April 2005

year Adjustments

31st March 2006

31st March 2006

31st

March 2005

(Note 4 below)

TANGIBLE: LEASEHOLD

LAND 0.00 14.50 14.50 0.00 0.16 0.16 14.34 0.00

BUILDING (Note 1 below) 37.89 37.89 4.16 1.27 5.43 32.46 33.73

PLANT & MACHINERY (Note 2 below)

192.21 10.56 202.77

22.40 9.57 31.97 170.80

169.81

COMPUTERS 9.64 0.74 10.38 3.60 1.60 5.20 5.18 6.04 OFFICE

EQUIPMENTS 2.54 0.15 2.69 0.40 0.16 0.56 2.13 2.14

FURNITURE & FIXTURES 13.51 0.09 13.60 2.28 0.92 3.20 10.40 11.23

VEHICLES 2.07 0.92 1.15 0.26 0.19 0.26 0.19 0.96 1.81

INTANGIBLE

( Acquired items) ACCESS RIGHT

TO KNOWLEDGE 2.15 2.03 4.18 0.30 0.38 0.00 0.68 3.50 1.85

DATABASE (Note 3 below)

COMPUTER SOFTWARE 3.54 0.42 3.96 1.69 0.75 0.00 2.44 1.52 1.85

TOTAL 263.55 28.49 0.92 291.12 35.09 15.00 0.26 49.83 241.29 228.46 Capital Work-in-

Progress 60.91 218.66 @ 218.66 @

509.78 459.95

PREVIOUS YEAR 186.70 76.84 324.45 # 21.43 13.64 0.00 35.07 289.38 # @ includes advance of Rs 6.14 million for leasehold land, since acquired # includes Capital Work-in-Progress Rs 60.91 million Notes 1 : Building represents expense on renovation and refurbishment of a building taken on lease for 20 years with renewal option 2 : Plant and Machinery includes scientifc books and journals - gross block as at 31.03.06 Rs10.98 million (Previous year

Rs 8.88 million), accumulated depreciation upto 31.03.06 Rs 1.67 million (previous year Rs 1.58 million), Net block as at 31.03.06 Rs 9.31 million (previous year Rs 7.30 million)

203

3 : License fee for acquistion of access right to knowledge database on organic chemistry for unlimited period

4 : Additions include interest capitalised Rs. 2.28 million

TCG LIFESCIENCES LIMITED Schedules Forming Part of Balance Sheet Rupees in Million 5c. Fixed Assets

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

As at Additions Sale/

Adjustments

As at As at For the sales / As at As at

As at

PARTICULARS 1st April 2004

during the year

during the year

31st March 2005 1st April

2004 year Adjustment

s 31st

March 2005

31st March 2005

31st March 2004

(Note 4 below)

TANGIBLE: BUILDING 34.39 3.50 37.89 2.90 1.26 0.00 4.16 33.73 31.49

(Note 1 below)

PLANT & MACHINERY 127.73 64.48 - 192.21 13.47 8.93 0.00 22.40 169.81 114.26

(Note 2 below) COMPUTERS 7.03 2.61 - 9.64 2.19 1.41 0.00 3.60 6.04 4.84 OFFICE

EQUIPMENTS 2.09 0.45 - 2.54 0.27 0.13 0.00 0.40 2.14 1.82 FURNITURE &

FIXTURES 9.32 4.19 - 13.51 1.43 0.85 0.00 2.28 11.23 7.89 VEHICLES 0.92 1.15 - 2.07 0.09 0.17 0.00 0.26 1.81 0.83

INTANGIBLE ACCESS RIGHT

TO KNOWLEDGE 1.69 0.46 - 2.15 0.12 0.18 0.00 0.30 1.85 1.57

DATABASE (Note 3 below) - -

COMPUTER SOFTWARE 3.54 - - 3.54 0.98 0.71 0.00 1.69 1.85 2.56 TOTAL 186.71 76.84 - 263.55 21.45 13.64 0.00 35.09 228.46 165.26 Capital Work-in-Progress - - 60.91 @ 60.91 @ - - 324.46 289.37 PREVIOUS YEAR 162.62 24.08 - 263.41 # 11.68 9.74 0.00 21.42 241.99 # @ includes advance of Rs 14.50 million for leasehold land, since acquired

# includes Capital Work-in-Progress Rs 76.71 million

Notes 1 : Building represents expense on renovation and refurbishment of a building taken

on lease for 20 years with renewal option

2 : Plant and Machinery includes scientific books and journals - gross block as at 31.03.05 Rs 4.13 million (Previous year Rs 1.46 million), accumulated depreciation upto 31.03.05 Rs 0.25 million (previous year Rs 0.06 million), net block as at 31.03.05 Rs 3.88 million (previous year Rs 1.40 million)

3 : License fee for acquistion of access right to knowledge database on organic chemistry for unlimited period

204

4 : Additions include interest �apitalized Rs. 3.99 million

TCG LIFESCIENCES LIMITED Schedules Forming Part of Balance Sheet Rupees in Million 5d. Fixed Assets

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

As at Additions Sale

/Adjustments As at As at For the Sales / As at As at As at

PARTICULARS

1st April 2003

during the year

during the year

31st March 2004

1st April 2003 year

Adjustments

31st March 2004

31st March 2004

31st March 2003

TANGIBLE: BUILDING (Note 1

below) 34.20 0.19 0.00 34.39 1.75 1.15 0.00 2.90 31.49 32.45

PLANT and MACHINERY 107.72 20.01 0.00 127.73 7.74 5.73 0.00 13.47 114.26 99.98

(Note 2 below)

COMPUTERS 5.24 1.79 0.00 7.03 1.19 1.00 0.00 2.19 4.84 4.05 OFFICE

EQUIPMENTS 1.94 0.15 0.00 2.09 0.17 0.10 0.00 0.27 1.82 1.77

FURNITURE and FIXTURES 9.06 0.26 0.00 9.32 0.85 0.58 0.00 1.43 7.89 8.21

VEHICLES 0.92 0.00 0.00 0.92 0.00 0.09 0.00 0.09 0.83 0.92

INTANGIBLE ACESS RIGHT TO KNOWLEDGE 1.69 0.00 1.69 0.00 0.12 0.00 0.12 1.57

DATABASE (Note 3 below)

COMPUTER SOFTWARE 3.27 3.27 0.00 0.71 0.00 0.71 2.56 3.27

TOTAL 162.35 24.09 186.44 11.70 9.48 0.00 21.18 165.26 150.65 Capital Work-in-

Progress 76.71 76.71

263.15 241.97

PREVIOUS YEAR 100.71 61.91 192.25 5.34 6.35 0.00 11.69 180.56 #

# includes Capital Work-in-Progress Rs 29.62 million Notes 1 : Building represents expense on renovation and refurbishment of a building taken on lease for 20 years with renewal option 2 : Plant and Machinery includes scientifc books and journals - gross block as at 31.03.04 Rs1.46 million (Previous year Rs Nil),

accumulated depreciation upto 31.03.04 Rs 0.06 million (previous year Rs Nil), Net block as at 31.03.04 Rs1.40 million (previous year Rs Nil)

3 : License fee for acquistion of access right to knowledge database on organic chemistry for unlimited period

205

Cash Flow Statement The Cash Flow Statements, have been prepared under the 'Indirect Method' as set out in the Accounting Standard (AS) on 'Cash Flow Statements' (AS 3) issued by the Institute of Chartered Accountants of India. Rupees in Million

Year Ended March 31 Particulars 2007 2006 2005 2004

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net profit/(loss) before tax and extra-ordinary items

80.49

50.33

17.31

(11.54) Adjustments for: Non Cash items

Depreciation

29.30

15.00

13.64

9.47

Interest expense (net)

35.08

21.87

10.32

15.21

Preliminary Expenses written off

-

0.05

0.17

0.17

Interest Income

(1.90)

(2.11)

(1.64)

(0.10)

Unrealised Foreign Exchange Gain

(10.57)

(0.01)

(0.01)

-

Liability No longer Required Written Back

(0.05)

(0.50)

(0.06)

(0.05)

Provision for Gratuity and Leave Encashment

1.35

0.48

0.06

0.38

Profit on Sale of Current Investments

(0.78)

(0.11)

-

-

Provision for diminution in value of investments

-

0.10

-

-

Loss on Sale of Fixed Assets

0.35

-

-

-

Provision for Doubtful Debt

0.08

-

-

-

Operating profit before Working Capital changes

133.35

85.10

39.79

13.54 Adjustments for:

Trade and Other Receivables

(75.48)

3.84

(19.28)

(2.67)

Inventories

(17.29)

(20.50)

(4.42)

2.43

Trade and other Payables

54.85

59.06

3.83

5.29

Cash generated from operations

95.43

127.50

19.92

18.59

Direct Taxes paid

(2.50)

(1.20)

(0.18)

-

Net Cash Flow from operating activities

92.93

126.30

19.74

18.59

206

Rupees in Million

Year Ended March 31

Particulars

2007 2006 2005 2004 B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets including Capital Work in Progress

(285.00)

(186.26)

(61.04)

(71.17)

Sale of fixed assets

0.57

0.66

-

-

Release of Intercorporate Loans made to other companies

-

-

2.05

-

Advances made to other Companies (Net)

(3.16)

(9.59)

-

(6.55)

Interest received on Inter Corporate / Term Deposit

1.37

3.35

(0.27)

0.08

(Increase)/Decrease in Long Term Fixed Deposit

-

5.00

(5.00)

-

(Purchase)/Sale of Investments

5.05

(5.00)

-

(0.10)

Profit on Sale of Current Investments

0.78

0.11

-

-

Government Subsidy received

9.55

-

-

-

Net cash used in Investing Activities

(270.84)

(191.73)

(64.26)

(77.74) C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Advance against Equity

48.17

22.17

67.93

13.60

Proceeds from Long Term Borrowings

110.51

128.40

33.23

42.33

Payment of Short Term Borrowings

-

-

(42.00)

-

Proceeds from Unsecured Loans

20.66

-

-

10.46

Interest Paid

(35.08)

(48.56)

(7.44)

(5.89)

Net cash used in Financing Activities

144.26

102.01

51.72

60.50

Net increase/(decrease) in cash and cash

(33.65)

36.58

7.20

1.35 equivalents during the year (A+B+C) D Effect of Foreign Exchange Differences on

Cash and Cash Equivalents

6.25

-

-

-

(27.40)

36.58

7.20

1.35

Closing Balance of Cash and Cash Equivalent

23.12

50.52

13.94

6.74

Opening Balance of Cash and Cash Equivalent

50.52

13.94

6.74

5.39

207

Notes: The break - up of Cash and Cash Equivalents for the respective years are set out below Rupees in Million

Year Ended March 31

Particulars 2,007.00 2006 2005 2004

Cash in hand 0.43

0.34

0.08

0.09

Cheques in hand 0.05

-

2.38

-

With Scheduled Banks- -

-

-

-

On Current Account 16.60

48.00

7.31

6.12

On Fixed Deposit Accounts 6.04

2.18

4.17

0.53

Cash and Cash Equivalents 23.12

50.52

13.94

6.74

This is the Cash Flow Statement referred to in our report of even date.

S K Deb On behalf of the Board of Directors

Partner Membership Number-13390 For and on behalf of PRICE WATERHOUSE Chartered Accountants Kolkata, Date : 26 September, 2007

12. Notes to Accounts 18. The Financial Statements have been prepared under the historical cost convention, on accrual basis

of accounting and in accordance with the Companies Act, 1956 of India and comply with the Accounting Standards (AS) issued by the Institute of Chartered Accountants of India (ICAI), to the extent applicable.

19. Significant Accounting Policies a) Sales:

208

Revenue for sales / services is being recognized on delivery basis in keeping with related arrangements with customers.

b) Fixed Assets: Fixed Assets are stated at cost of acquisition including freight, duties, taxes and other

incidental expenses relating to acquisition and installation of such assets. An impairment loss is recognized wherever the carrying value of the fixed assets of a cash generating unit exceeds its market value or value in use, whichever is higher.

c) Depreciation: Tangible - Depreciation on Fixed Assets other than Leasehold Land is provided on Straight Line

Method at the rates and in the manner as specified in Schedule XIV of the Companies’ Act 1956. Leasehold Land is amortised over the period of Lease.

Intangible – License fee for acquisition of access right to knowledge database on organic chemistry for unlimited period and acquisition cost of computer software are amortised over their estimated useful life of ten years and five years respectively.

d) Inventories:

(iii) Raw Materials and Stores are valued at lower of cost (on weighted average basis)

and net realisable value.

(iv) Work in Process is valued at lower of cost (including appropriate overheads) and net realisable value.

e) Borrowing Costs:

The borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

f) Foreign Currency Transactions and Balances:

(iii) Foreign currency transactions are recorded on the basis of exchange rates prevailing on the date of their occurrence.

(iv) Year end balances of monetary items denominated in foreign currency are converted at the year end rate and resultant gain / (loss) are appropriately credited / (charged) to the Profit and Loss Account or adjusted to the cost of the Fixed Assets.

g) Investments:

Long Term investments are stated at cost and provision is made for diminution other than temporary, in the carrying value thereof. Current investments are stated at lower of cost and fair value determined on individual investment basis.

209

h) Government Subsidy:

Subsidy of Capital nature (not related to specific fixed assets) are credited to Capital Reserve. Subsidy related to revenue are credited to related expense account.

i) Retirement Benefits:

Liability in respect of gratuity (not funded) is determined and provided on the basis of year end actuarial valuation.

j) Leave Encashment Benefits:

Leave encashment is accounted for on accrual basis based on year end actuarial valuation.

k) Taxes on Income:

Tax expenses comprise Current Tax, Deferred Tax and Fringe Benefit Tax. Current tax in respect of taxable income is provided for the year based on applicable tax rates and tax laws. Deferred tax is recognized subject to the consideration of prudence in respect of deferred tax assets, on timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods and is measured using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to re-assess realisation. Fringe Benefit Tax is accounted for based on the actual value of fringe benefits for the year as per the related provisions of the Income-tax Act.

20. In view of unabsorbed depreciation / carried forward business loss under the Income Tax

Act, 1961, no Income Tax (other than Minimum Alternate Tax) is currently payable. 12. Notes to Accounts (Contd…) 21. Deferred tax Liability

(Rupees in Million) As at March 31, Particulars 2007 2006 2005 2004 2003

Deferred tax Liability 38.52 11.32 * * * 38.52 11.32 * * *

Deferred Tax charge for 2006 and 2007 restated after considering prior years debit adjustment of Rs 11.32 millions effected in 2007 audited accounts. * Net Deferred Tax Assets not recognised on prudent basis.

5. Capital Commitments Rupees in Million As at March 31, 2007 2006 2005 2004 Estimated amount of Contract remaining to be executed on Capital account and not provided for

73.46 21.43 - -

6. Contingent Liabilities:

Rupees in Million As at March 31, 2007 2006 2005 2004

210

Guarantee issued by a Bank to a Government agency on behalf of the Company *

4.06

2.18

0.67

0.53

* against lien on Company’s Fixed Deposit for the corresponding amounts.

7.1 Consumption of Materials and Stores:

For the year ended March 31, 2007

Item Unit Qty Value ( Rupees in Million)

Chemicals, Stores, Spares, Glasswares, Plasticwares etc.

Assorted * 107.96

(Net of recovery from customers, refer (a) below) 12. Notes to Accounts (Contd…) * as none of the items individually exceed 10% of the total value of chemicals, stores, spares, glasswares, plasticwares etc. consumed, quantitative details have not been provided.

7.1) (Contd…..)

a.) ( Rs in Million) Value %

Imported 42.72 25

Indigenous 126.21 75

168.93 100

Less: Recovery from Customers 60.97

107.96 7.2 For the year ended on March 31, 2006

Item Unit Qty Value ( Rupees in Million)

Chemicals, Stores, Spares, Glasswares, Plasticwares etc.

Assorted * 85.25

(Net of recovery from customers, refer (a) below) * as none of the items individually exceed 10% of the total value of chemicals, stores, spares, glasswares, plasticwares etc. consumed, quantitative details have not been provided.

a.)

( Rupees in Million) Value ( Rs )

%

211

Imported 61.45 55

Indigenous 50.59

45

112.04

100

Less: Recovery from Customers 26.79

85.25 12. Notes to Accounts (Contd…) 7.3 For the year ended on 31 March, 2005

Item Unit Qty Value ( Rupees in

Million)

Chemicals, Stores, Spares, Glasswares, Plasticwares etc.

Assorted * 50.92

(Net of recovery from customers, refer (a) below) * as none of the items individually exceed 10% of the total value of chemicals, stores, spares, glasswares, plasticwares etc. consumed, quantitative details have not been provided.

a.)

( Rupees in Million) Value %

Imported 28.20 41

Indigenous 40.48 59

68.68 100

Less: Recovery from Customers 17.76

50.92 7.4 For the year ended on 31 March, 2004

Item Unit Qty Value ( Rupees in

Million)

Chemicals, Stores, Spares, Glasswares, Plasticwares etc.

Assorted * 32.49

(Net of recovery from customers, refer (a) below) * as none of the items individually exceed 10% of the total value of chemicals, stores, spares, glasswares, plasticwares etc. consumed, quantitative details have not been provided.

212

12. Notes to Accounts (Contd…) 7.4) (Contd…..) a.) ( Rupees in Million) Value %

Imported 7.48 17

Indigenous 35.99 83

43.47 100

Less: Recovery from Customers 4.81

38.66 Less: Transferred to Capital Work-in-progress 6.16

Total: 32.50 8. Details of Sales :

( Rupees in Million) For the years ended March, 31

2007 2006 2005 2004

Qty (in gms)

Value

Qty (in gms)

Value

Qty (in gms)

Value

Qty (in gms)

Value

Contract Research Fees *

12454.673

482.02 5608.154

318.58 1144.572

203.86 1025.000

133.42

Service Income - Nil - Nil 2.73 Nil 482.02 318.58 206.59 133.42 * includes sale of chemical compounds 12,454.673 gms valued at Rs. 215.77 million for 2006-07, 5,608.154 gms valued at Rs.82.32 million for 2005-06, 1144.572 gms valued at 8.17 million for 2004-05, 1025.000 gms valued at 2.74 million for 2003-04 ) 9. The Company had no indebtness to any Small Scale Industrial Undertakings during the five years

ended March 31, 2007. 10. The Company has recognised Rs. 4.61 million as interest subsidy (for the financial year 2005-06)

on the basis of advice from West Bengal Industrial Development Corporation Limited vide its letter no. INC-2000(132)/II/ISEGS/2197 dated 15th September, 2006 and the same has been netted against interest on fixed loans for the year, indicated in Note 14 below.

12. Notes to Accounts (Contd…) 11. In the financial year 2004-05 the Company has recognised Rs. 15 million as Capital Subsidy and

Rs. 9.55 million as Interest Subsidy (for the financial years 2001-02, 2002-03 and 2003-04) in these accounts on the basis of advices from the West Bengal Industrial Development Corporation Limited vide their letters no. INC-2000(132)/SCIS/3930 dated 9th February, 2005 and INC-2000(132)/II/ISEGS/1404 dated 6th July, 2005 respectively. Out of the Interest Subsidy, an amount of Rs. 2. 75 million was credited to Capital reserve (being subsidy towards part of interest expenses capitalized in earlier years) and the balance Rs. 6.80 has been netted against interest on fixed loans for the year, indicated in Note 14 below.

213

12. Salaries include Directors’ remuneration as under :

(Rupees in Million) For the year ended March, 31 2004-2005

2003-2004

Salaries

Nil 1.57 *

* above figures exclude taxable value of perquisites of Rs Nil for 2004-05 and Rs. 0.01 million for 2003-04 13. Other liabilities[Schedule 8(a)] include Rs 37.50 million received by the Company in an 2005-06

from a body corporate pursuant to a memorandum of understanding for an exclusive development right on a land [ taken on lease by the Company for 90 years from the West Bengal Electronics Industry Development Corporation Limited (WBEIDCL)] subject to the said corporate body obtaining all applicable approvals, consents, permissions etc. from all necessary regulatory / statutory authorities including WBEIDCL.

14. Interest comprises of: (Rupees in Million)

2006-07 2005-06 2004-05 2003-04

Interest on Fixed Loans 35.03 * 21.86 * 10.31 * 14.55*

Other Interest .05 0.01 .01 0.66 35.08 21.87 10.32 15.21 * net of Interest Subsidy Rs. Nil for 2006-07, Rs. 4.61 million for 2005-06, Rs. 6.80 million for 2004-05 and Rs. Nil for 2003-04 as indicated in Note 9 and 10 above. 12. Notes to Accounts (Contd…) 15. Operating Expenses (Schedule-11) are net of the following transfers to Capital Work in Progress.

(Rupees in Million) 2006-07 2005-06Consumption of Materials and Stores 9.20 3.03 Personnel Expenses 15.58 14.98 Electricity Charges 4.25 2.39 Rent 5.72 1.67 Others 10.89 9.08

45.64 31.15 16. Earnings in Foreign Currency : (Rupees in Million)

2006-07 2005-06 2004-05 2003-04

FOB Value of Exports 480.87 318.26 202.77 133.42Others 61.12 26.99 20.07 6.23

17. Expenditure in Foreign Currency :

(on payment basis) (Rupees in Million) 2006-07 2005-06 2004-05 2003-04

Travel Expenses 5.52 3.86 3.57 3.72

Consultancy Fees 4.14 7.95 11.57 5.42

E-Journal & Books 4.66 5.77 4.46 2.96

Others 1.14 0.93 1.04 -

Recruitment Expenses - - - 0.66

Secondment Expenses 7.28 8.20 - -

214

18. CIF value of Imports : (Rupees in Million)

2006-07 2005-06 2004-05 2003-04

Capital Goods 108.84 42.69 12.41 24.60Materials and Stores 99.67 51.26 31.95 31.51

12. Notes to Accounts (Contd…) 19. Earnings per Share:

(I) Basic

2006-07 2005-06 2004-05 2003-04 (a) (I) Number of equity Shares at

the beginning of the year 18,429,240 11,636,1

80

11,636,180 10,276,880

(II) Number of equity Shares at the end of the year

18,429,240 18,429,240 11,636,180 11,636,180

(III)

Weighted average number of equity shares outstanding during the year

18,429,240 16,996,184

11,636,180 10,399,440

(IV) Face Value of Equity Share 10

10

10

10

b) Profit available for Equity

Shareholders

(i) Before Deferred Tax (Rupees in Million)

78.57 47.92 17.31 (11.54)

(ii) After Tax (Rupees in Million)

51.37 36.60 17.31 (11.54)

c) Basic Earnings per share (i) Before Deferred Tax [ I

(b)(i) / I (a) (III) ] (Rs.) 4.26 2.82 1.49 (1.11)

(ii) After Tax [I (b)(ii)/ I (a) (III) ] (Rs.)

2.79 2.15 1.49 (1.11)

(II) Diluted

2006-07 2005-06 2004-05 2003-04 (a) (I) Number of Potential

equity Shares at the beginning of the year arising from Advance

against Equity

2,217,113 6,793,060

6,793,060 -

(II) Number of potential equity Shares at the end of the year arising from Advance against Equity

7,033,613 2,217,113

6,793,060 -

12. Notes to Accounts (Contd…)

(III)

Weighted average number of potential Equity shares arising from Advance against Equity

21,163,965 19,425,422

6,793,060 -

(IV) Face Value of Equity Share 10

10

10

-

b) Profit available for Equity

Shareholders

215

(i) Before Deferred Tax (Rupees in Million)

78.57 47.92 17.31 -

(ii) After Tax (Rupees in Million)

51.37 36.60 17.31 -

c) Basic Earnings per share (iii) Before Deferred Tax [ I

(b)(i) / I (a) (III) ] (Rs.) 3.71 2.47 1.12 (1.11)

(iv) After Tax [I (b)(ii)/ I (a) (III) ] (Rs.)

2.43 1.88 1.12 (1.11)

* In view of anti-dilutory impact in the year 2003-04, Potential Equity Shares have not been considered.

20. The Company is engaged in the business of providing contract research services and sale of chemical compound arising out of the contract research services predominantly outside India and managed organisationally as a single unit. Accordingly, in the opinion of the management it is a single segment company.

21. Information in accordance with the requirements of AS – 18 on Related Party Disclosures issued

by ICAI – For 2006-07 Enterprises having control in the Company –

a. TCG Lifesciences Mauritius Limited – Holding Company [TCGLS] b. Fellow Subsidiaries –-

ClinInvent Research Private Limited [CRPL] TCGA Research Private Limited [TRPL] [ceased to be a related party with effect from 30th March 2007.]

12. Notes to Accounts (Contd…) c. Particulars of transactions during the year ended March 31, 2007 –

2006-2007

Rupees in Million CRPL TRPL TCGLS

Travel Expenses - - - Interest Received 0.44 0.19 -

Inter Corporate Loan (net ) 15.17 5.89 - Reimbursement of Other Expenses - - - Advance Against Equity - - 48.24 Refund Advance Against Equity - - - Payables:

Advance from Associates - - - Receivables:

Advance to Associates - - -

Fellow Subsidiaries 13.49 0.19 -

216

For 2005-06

Enterprises having control in the Company – a. TCG LifeSciences Mauritius Limited – Holding Company [TCGLS]

b. Associate – shareholding of the Company is more than 20% -

i. ClinInvent Research Private Limited [CRPL] ii. TCGA Research Private Limited [TRPL]

12. Notes to Accounts (Contd…) c. Particulars of transactions during the year ended March 31, 2006 –

2005-2006

Rupees in Million CRPL TRPL TCGLS

Travel Expenses 0.96 - - Interest Received 0.71 0.01 -

Inter Corporate Loan (net ) (3.19) 3.67 - Reimbursement of Other Expenses 0.03 - - Advance Against Equity - - 36.14 Refund Advance Against Equity - - 13.97 Payables:

Advance from Associates 2.13 - - Receivables:

Advance to Associates - 3.56 -

Fellow Subsidiaries - - -

For 2004-05

Enterprises having control in the Company – a. TCG Life Sciences Mauritius Limited [formerly Chatterjee Management Services

(Mauritius) Company] – Holding Company

b. Associate – shareholding of the Company is more than 20% - (i) ClinInvent Research Private Limited (ii) TCGA Research Private Limited

12. Notes to Accounts (Contd…)

217

c. Particulars of transactions during the year ended March 31, 2005 –

2004-2005

Rupees in Million CRPL TRPL TCGLS

Travel Expenses 1.78 0.01 - Interest Received 0.46 0.01 -

Inter Corporate Loan (net ) (4.18) (0.29) - Reimbursement of Other Expenses 0.05 - - Advance Against Equity - - 67.93 Refund Advance Against Equity - - - Payables:

Advance from Associates 0.99 - - Receivables: Advance to Associates - 0.12 -

For 2003-04

1. Key Management Personnel- Mr A.C Ghosh 2. Particulars of transactions during the year ended March 31, 2004 –

- Directors Remuneration- Rs 1.58 million

22. Details of Investments purchased and sold during the year 2006-07

Units

Amount (Rupees in

Million) Nos Reliance Fixed Horizon Fund.Monthly Plan A Series I Growth Option 3,000,000 30 Reliance Fixed Horizon Fund.Monthly Plan A Series II Growth Option 2,000,000 20 Reliance Fixed Horizon Fund.Monthly Plan A Series III Growth Option 2,000,000 20 Reliance Fixed Horizon Fund.Monthly Plan A Series IV Growth Option 1,000,000 10 Reliance Fixed Horizon Fund.Monthly Plan A Series V 100,000 1 Reliance Floating Rate Fund Daily Dividend Reinvestment Plan 3,975,254 40 Reliance Fixed Horizon Fund II. Quarterly Plan IV Retail Dividend Plan 1,000,000 10 ING Vysya Income Fund Short Term Plan Growth Option 2,949,242 38 16,024,496 169 12. Notes to Accounts (Contd…) 23. Expenses include reimbursement to / by the Company.

Managing Director Director

218

Company Secretary

219

Report of the Auditors to the Board of Directors on the Financial Statements of TCG Lifesciences Limited for the year ended March 31, 2003

3. We have audited the attached Balance Sheet of TCG Lifesciences Limited as at March

31, 2003 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto, collectively hereinafter referred to as ‘the Financial Statements’, all of which we have signed under reference to this report. These Financial Statements are the responsibility of the Company’s management and have been prepared for the purpose of inclusion in the Draft Red Herring Prospectus of September 2007 relating to the offering of equity shares of the Company in India under the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended. Our responsibility is to express an opinion on these Financial Statements based on our audit.

4. We conducted our audit in accordance with auditing standards generally accepted in

India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. Based on our audit and to the best of our information and according to the explanations

given to us, in our opinion, the Financial Statements together with the notes thereon, give a true and fair view in conformity with the accounting principles generally accepted in India: (d) in the case of the Balance Sheet, of the state of affairs of TCG Lifesciences

Limited as at March 31, 2003; (e) in the case of the Profit and Loss Account, of the profits for TCG Lifesciences

Limited for the year ended on that date; and (f) in the case of Cash Flow Statement, of the cash flows of TCG Lifesciences

Limited for the year ended on that date. Rajneesh Agarwal Proprietor Membership No. For and on behalf of Rajneesh Agarwal & Co. Kolkata, September 26, 2007. Chartered Accountants

220

TCG LIFESCIENCES LIMITED

Balance Sheet as at 31st March 2003

Figures in Rs million Schedule

As at 31st March 2003

SOURCE OF FUND Shareholders' Fund Share Capital 1 102.77 Loan Fund Secured Loans 2 118.19 Unsecured Loans 3 1.40 222.36 APPLICATION OF FUND Fixed Assets : 4 Gross Block 162.62 Less : Depreciation 11.97 Net Block 150.65 Capital Work - in - Progress 29.62 180.27 Current Assets, Loans and Advances 5 Inventories 6.09 Sundry Debtors 17.60 Cash & Bank Balances 4.99 Loans and Advances 8.84 37.52 Less Current Liabilities and Provisions 6 Current Liabilities 27.51 Provisions 0.65 28.16 Net Current Assets / ( Liabilities ) 9.36 Miscellaneous Expenditure (To the extent not written off or adjusted) Preliminary expenses 0.39 Profit & Loss Account 32.34 222.36 Notes on Accounts and 9 Significant Accounting Policies Schedules 1 to 6 and 9 form part of the Balance Sheet This is the Balance Sheet referred to in our report of even date. For RAJNEESH AGARWAL & CO Directors CHARTERED ACCOUNTANTS RAJNEESH AGARWAL

221

PROPRIETOR 34A,Metcalfe Street , Kolkata – 700013 Date: 26th September, 2007

TCG LIFESCIENCES LIMITED

Profit & Loss Account for the year ended 31st March, 2003 Figures in Rs million

Schedule For the year Ended 31st March, 2003 INCOME Sales 72.29 Increase / ( Decrease ) in Stocks 7 0.96 Other Income 0.01 TOTAL INCOME 73.26 EXPENSES Operating Expenses 8 85.98 Depreciation 6.63 Interest Paid 7.52 TOTAL EXPENDITURE 100.13 Net Profit / ( Loss ) : (26.87) Balance of Loss brought forward from Previous year (5.47) Net loss carried to Balance Sheet (32.34) Notes on Accounts and 9 Significant Accounting Policies The Schedules referred to above form an integral part of the Profit and Loss Account This is the Profit & Loss Account referred to in our Report of even date. For RAJNEESH AGARWAL & CO CHARTERED ACCOUNTANTS RAJNEESH AGARWAL PROPRIETOR Directors

222

34A,Metcalfe Street , Kolkata - 700013 Date: 26th September, 2007 TCG LIFESCIENCES LIMITED

Schedules Forming Part of Balance Sheet Figures in Rs million As at 31st March 2003 Schedule : 01 Share Capital Authorised: 1,50,00,000 Equity shares of Rs. 10 each 150.00 Issued, Subscribed and Paid Up: 1,02,76,880 Equity shares of Rs. 10 each fully 102.77 paid up (out of the above 1,02,76,860 are held by the holding company Chatterjee Management Services (Mauritius) Company) 102.77 Schedule : 02 Secured Loans ICICI Ltd-Term Loan 64.47 (includes interest accrued but not due Rs. 7.47 mn (P.Y. Rs.0.85 mn)) ( Secured by pari passu first charge on all present and future fixed and movable assets) State Bank of India Ltd-Term Loan 12.02 ( Secured by pari passu first charge on all present and future Fixed assets) West Bengal Industrial Development Corporation Ltd 11.20 ( Secured by pari passu first charge on all present and future movable and immovable properties, except book debts) Hongkong & Shanghai Banking Corporation Ltd 29.73 ( Secured by FCNR deposit made) ICICI bank Ltd 0.77 ( Secured by hypothecation of a Car )

223

118.19 Schedule : 03 Unsecured Loans Merlin Resources Pvt. Ltd. 1.40 1.40 Figures in Rs million As at 31st March 2003 Schedule : 05 Current Assets, Loans and Advances Inventories Raw Materials 1.07 Stores 0.83 Work in Process 4.19 6.09 Sundry Debtors (Unsecured, Considered Good ) Debts outstanding for a period exceeding six months 0.69 Other Debts 16.91 17.60 Cash & Bank balances Cash & Foreign Currency in hand 0.10 Cheque in hand 0.01 Balance with Scheduled Bank in Fixed Deposit Account 0.53 Balance with Scheduled Banks in Current Account 4.35 4.99 Loans and Advances ( Unsecured, considered good ) Advances ( Recoverable in cash or in kind or for value to be received ) Advances - Others 4.00 Advance to Projects 3.43 Tax Deducted at Source 0.02 Prepaid Expenses 1.39 8.84 Schedule : 06 Current Liabilities and Provisions Current Liabilities Sundry Creditors for Capital Goods , Services, Expenses etc. 25.35 Statutory Liabilities 2.16 27.51 Provisions For Gratuity 0.33 For Leave Encashment 0.32 0.65 Schedule : 07 Increase / ( Decrease ) in Stocks

224

Opening Stocks Work in Process 3.23 3.23 Less :Closing Stocks Work in Process 4.19 4.19 Net Increase / ( Decrease ) 0.96 Figures in Rs million As at 31st March 2003 Schedule : 08 Operating Expenses Advertisement 0.02 Auditors remuneration: Audit Fees 0.16 Tax Audit Fees 0.02 Other Services 0.04 Business Promotion Expenses 0.60 Car Hire & Running Expenses 2.03 Clearing & Forwarding Charges 0.49 Communication Expenses 2.12 Computer Hire & Maintenance Charges 0.34 Consultancy Charges 3.62 Consumption of Consumables Stores & Materials 20.45 Electricity Charges 2.23 E-Journal 1.64 Employee Deputation Expenses 1.87 Foreign Traveling Expenses 7.83 (Includes Rs.2.18 million for Directors) Insurance Premium 0.43 Journals & Periodicals 1.38 Loan Processing Fees 0.33 Miscellaneous Expenses 0.68 Office Maintenance 1.84 Personnel Expenses 24.59 Preliminary Expenses Written Off 0.17 Provision for Leave Encashment 0.32 Provision for Gratuity 0.33 Printing & Stationary 0.62 Rates, Taxes & Filing Fees 0.02 Recruitment Expenses 1.85 Reimbursement of Consultancy Charges 0.38 Rent & Service Charges 2.75 Repairs & Maintenance - Buildings 0.13 Repair & Maintenance - Plant & Machinery 1.47 Secondment Expenses 1.80 Seminar & Membership 0.08 Traveling, Hotel & Conveyance Expenses 3.35 (Includes Rs.0.13 million for Directors) 85.98

225

TCG LIFESCIENCES LIMITED Schedules Forming Part of Balance Sheet Figure in Rs million Schedule : 04 Fixed Assets

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

GROSS BLOCK ADDTIONS

ADJUSTMENTS TOTAL AS ON

FOR THE

ON SALES/ TOTAL AS AT

PARTICULARS AS ON DURING

THE DURING AS ON 1-Apr-

02 YEAR ADJUSTMENT UP TO

31-Mar-03 AS AT

1-Apr-02 YEAR THE YEAR 31-Mar-

03 31-Mar-

03 31-Mar-02

BUILDING 21.95 12.25 - 34.20 0.82 0.93 1.75 32.45 21.13

COMPUTERS 2.73 2.51 - 5.24 0.49 0.97 1.46 3.78 2.24

OFFICE EQUIPMENTS 1.54 0.40 - 1.94 0.08 0.09 0.17 1.77 1.46

BOOKS 3.76 0.46 - 4.22 0.19 0.18 0.37 3.85 3.57

PLANT & MACHINERY 64.60 42.44 - 107.04 3.40 3.97 7.37 99.67 61.20

FURNITURE & FIXTURES 6.13 2.93 - 9.06 0.36 0.49 0.85 8.21 5.77

VEHICLES - 0.92 - 0.92 - 0.00 0.00 0.92 -

TOTAL 100.71 61.91 - 162.62 5.34 6.63 - 11.97 150.65 95.37 Capital Work-in-Progress 35.71 30.82 36.91 29.62 - - - - 29.62 35.71

226

TCG Lifesciences Limited Cash Flow Statement for the year ended 31st March 2007 Figures in Rs million For the year ended 31st March 2003 A. CASH FLOW FROM OPERATING ACTIVITIES:

Net profit before tax and extra-ordinary items (26.87)

Adjustments for: Non Cash items Depreciation 6.63 Interest expense (net) 7.64 Preliminary Expenses written off 0.17 Interest Income (0.12) Liability No longer Required Written Back (0.01) Provision for Gratuity and Leave Encashment 0.65 Unrealised Foreign Exchange Gain - 14.96 Operating profits before Working Capital changes (11.91) Adjustments for: Trade and Other Receivables 0.98 Inventories (1.80) Trade and other Payables 6.75 5.93 Cash generated from operations (5.98) Direct Taxes paid 0.00 Net Cash Flow from operating act (5.98) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed assets including Capital Work in Progress (55.83) Release of Intercorporate Loans made to other companies 6.95 Interest received on Inter Corporate / Term Deposit 0.09 (48.79) Net cash used in Investing Activities (48.79) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long Term Borrowings 41.77 Proceeds from Unsecured Loans (3.67) Interest paid (1.01) 37.09 Net cash used in Financing Activities 37.09

Net increase/(decrease) in cash and cash equivalents during the year (A+B+C) (17.68)

Closing Balance of Cash and Cash Equivalent 5.39 Opening Balance of Cash and Cash Equivalent 23.07

227

Cash Flow Statement (Contd.) Notes: 1) The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard-3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India. 31st March 2003 (In Rs mn) 2) Cash and Cash Equivalents Cash in hand 0.10 Cheques in hand - With Scheduled Banks- - On Current Account 4.76 On Fixed Deposit Accounts 0.53 5.39 This is the Cash Flow Statement referred to in our report of even date.

For RAJNEESH AGARWAL & CO On behalf of the Board of Directors

CHARTERED ACCOUNTANTS RAJNEESH AGARWAL PROPRIETOR Managing Director 34A,Metcalfe Street , Director Kolkata - 700013 Company Secretary Date: 26th September, 2007

228

TCG LIFESCIENCES LTD. SCHEDULE 9 9 SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2003

1. Significant Accounting Policies l) Basis of Accounting :

i. The company prepares its accounts on accrual basis, in accordance with the normally accepted accounting principles.

ii. Revenue from sale of goods is recognised on accrual basis iii. Preliminary Expenses are amortised over a period of five years.

m) Fixed Assets : Fixed Assets are stated at cost of acquisition including freight, duties, taxes and other incidental expenses relating to acquisition and installation of such assets.

n) Borrowing Costs:

The borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

o) Depreciation :

Depreciation on Fixed Assets is provided on Straight Line Method at the rates and in the manner as specified in Schedule XIV of the Companies’ Act 1956.

p) Inventories :

(i) Raw Materials and Stores are valued at lower of cost and net realisable value. Cost is computed on

moving weighted average basis (ii) Work in Process is valued at lower of cost (including relevant appropriate overheads) or net

realisable value. q) Transactions in Foreign Currency :

i. Foreign currency transactions are recorded on the basis of exchange rates prevailing on the date of their occurrence.

ii. Assets and liabilities arising on account of foreign currency as on the balance sheet date are revalued in the accounts on the basis of exchange rates prevailing at the close of the year and exchange difference arising therefrom is charged to the Profit & Loss Account.

r) Retirement Benefits :

Liability in respect of gratuity (not funded) is determined and provided on the basis of year end actuarial valuation.

s) Leave Encashment Benefits :

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Leave Encashment is accounted for on accrual basis based on year end actuarial valuation.

t) Contingencies :

Liabilities which are material and whose future outcome can not be ascertained with reasonable certainty, are treated as contingent and disclosed by way of notes to the accounts.

u) Provision for Taxation: Provision for Income Tax comprises of current tax and deferred tax charge or release. Deferred tax is recognised, subject to consideration of prudence, on timing differences, being difference between taxable and accounting income / expenditure that originate in one period and are capable of reversal in one or more subsequent period. Deferred Tax Assets are not recognised unless there is “Virtual certainty” that sufficient future income will be available against which such deferred tax assets will be realised.

2. Change in Accounting Policy

A. Retirement Benefits

(ii) For the year ended March 31, 2003 no provision for gratuity and leave encashment was made as none of the employees had completed the stipulated period of service. For the year ended March 31, 2004 provision for gratuity and leave encashment was made on the basis of management estimate under the assumption that such benefits are payable to the eligible employees at the year end. From the year ended March 31, 2005 all such benefits were actuarially valued. The adjustment below indicates the impact on Profit/ (Loss) of the respective years due to valuation of such benefits on Actuarial Basis.

B. Intangibles

(iii) For the year ended March 31, 2003 depreciation on software capitalised was charged @ 4.75%. From the year ended March 31, 2004 such depreciation was charged @ 20%. The impact on respective year’s Profit/ (Loss) is indicated below.

(iv) In the Financial Year ended March 31, 2003 certain ‘development expenses’ (being loss suffered on initial contracts) incurred were deferred, to be charged off over a period of five years. From the year ended March 31, 2004 such expenses were fully charged off. Accordingly, impact of such change is given in the respective year’s Profit and Loss Statement.

(Rupees in Million) Particulars 2006-07 2005-06 2004-05 2003-04 2002-03

Impact on profit due to short / (excess) provision of Leave Encashment.[Note A (i) above] - -

(0.03)

(0.28)

0.32

Impact on profit due to short / (excess) provision of Gratuity.[Note A (i) above] - -

(0.36)

0.02

0.33

Impact on profit due to short / (excess) depreciation on software. [Note B (i) above] - - -

(0.27)

0.27

Deferred revenue expenditure [Note B (ii) above] - - - (7.56) 7.56 Net impact on profit and net worth (Increase) / Decrease - -

(0.39)

(8.09)

8.48

3. The company does not have any deferred tax assets or liabilities as at 31st March, 2003.

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4. Contingent Liabilities : a) Estimated amount of Contract Rs. 23.75 million (net of advance Rs.1.93 million) remaining to be executed on Capital account and not provided for. b) Guarantee issued by a Bank to a

Government agency on behalf of Rs. 0.53 million the Company (against lien on Company’s Fixed Deposit of Rs. 0.53 million)

5. Consumption of Consumable Stores & Materials: 2002-2003

Item Unit Qty Value ( Rupees in

million)

Chemicals, Stores, Spares, Glasswares, Plasticwares etc.

Assorted NA 22.88

(Net of recovery from customers Rs. 2.80 million)

% Value ( Rupees in million)

Imported 17.41 3.98

Indigenous 82.59 18.89 Total : 100.00 22.87

Less: Recovery from Customers 2.80 Net Total: 20.07 6. Details of Turnover :

2002-2003 Qty Value

( Rupees in million ) Analysis & Synthesis of Chemical Compounds and Data Processing 1036.50 gms 72.29 7. The Company does not owe as at Balance Sheet date to any small scale industrial undertakings a sum

exceeding Rs 0.10 million which is outstanding for more than 30 days.

8. Salaries include Directors’ remuneration as under : 2002 – 2003

( Rupees in million) Salaries

2.26 *

* above figures exclude taxable value of perquisites. 9. Advances recoverable include the following : Amount Due

As on 31st March, 2003

( Rupees in million)

Maximum amount due in 2002 – 2003

( Rupees in million)

231

Due from Director: Dr. Anil C. Ghosh

Nil

0.77

10. Related Party Disclosure :

Nature of Transaction

Holding Company (Rs.)

Associate ( Rs.) Total (Rs.)

Chatterjee Management Services Pvt Ltd. Advances Repaid Consultancy Fees Paid Secondment Expenses Paid Reimbursement of Expenses

Amount outstanding as at 31.03.03 Chatterjee Management Services Pvt Ltd.

Current Liabilities

- - - -

-

4.23 2.30 1.80 3.87

1.44

4.23 2.30 1.80 3.87

1.44

Names of related parties and description of relationship Holding Company : Chatterjee Management Services (Mauritius) Company Associate Company : Chatterjee Management Services Pvt Ltd.

2002 – 2003 ( Rupees in million)

11. Earnings in foreign currency : FOB Value of Exports: 74.67 Others: Nil

12. Expenditure in Foreign Currency : Travel Expenses: 4.32 Employee Deputation Expenses: 3.51 Consultancy Fees: 2.87 E-Journal: 1.39 CIF value of Imports :

Capital Assets: 21.86 Consumable Stores & Materials: 7.57 As per our attached report of even date. Rajneesh Agarwal & Co. Chartered Accountants

____________________

Rajneesh Agarwal

Directors

_____________________

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Proprietor 34A, Metcalfe Street Kolkata – 700 013

Date: 26th September, 2007

233

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of the Company’s financial condition and results of operations together with the Company’s audited/examined unconsolidated financial statements under Indian GAAP including the schedules, annexure and notes thereto and the reports thereon, which appear elsewhere in this Draft Red Herring Prospectus. Unless otherwise stated, the financial information used in this section is derived from the Company’s audited unconsolidated financial statements under Indian GAAP, as restatd. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the 12-month period ended March 31 of that year. Overview We are one of the leading life sciences research services and informatics organization based out of India. We have operations in India, Europe and U.S.A. Our business is structured to enable a translational medicine approach delivering fully integrated end-to-end discovery and development solutions to the global life sciences industry which includes many large and mid-market global pharmaceutical and biotechnology companies. The Company acquired Clininvent Research Private Limited and Xtec International (Mauritius) Limited in July 2007. The total income for the Company’s discovery research business increased from Rs. 73.38 million in fiscal 2003 to Rs. 513.35 million in fiscal 2007. The Company’s operations turned profitable in fiscal 2005 when we had net profit of Rs.17.31 million. The net profit increased to Rs.36.60 million in the fiscal 2006 and to Rs.51.37 million for the fiscal 2007. Significant factors affecting our results of operations: Several factors have affected the Company’s results of operations, financial condition and cash flows significantly over the past three years. These factors include: • Demand for our services in chemistry services; • Enhanced utilization of research facilities; • Improved project and operations management; • Introduction of integrated drug discovery services and corresponding revenue generation; • Availability of tax exemptions and deductions; • Increasing employee compensation in India; • Foreign exchange rate fluctuations; • Revenue contribution from large value contracts from global pharmaceutical and biotechnology

companies. These factors and a number of future developments may affect our results of operations, financial condition and cash flow in future periods. We believe that the following future developments may affect our future results of operations, financial condition and cash flow: • Introduction of new services and products; • Global demand for chemistry and integrated drug discovery services; • Demand from domestic companies focusing on new drug discovery; • Participation in risk – reward sharing drug discovery programmes and expenses in relation to the

same. • Changes in global demand for key services and of products; • Depreciation/appreciation of the US dollar against the rupee; • Employee and administrative costs; • Competition for our various businesses from other Indian players; • Adverse results of clinical trials in India could impact growth of our clinical trials business; • Strategic plans of our current and potential customers and clients; • Costs of equipment used in our laboratories; • Delays in completion of the projects for addition of facilities;

234

• Costs incurred in relation to the acquisition of Clininvent Research Private Limited and Xtec International (Mauritius) Limited;

For more information on these and other factors / developments which have or may affect us financially, please refer to the other parts of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, as well as the section entitled “Risk Factors” section beginning on page xiv and the section entitled “Business” section beginning on page 72 of this Draft Red Herring Prospectus. SIGNIFICANT ACCOUNTING POLICIES Preparation of financial statements in accordance with Indian generally accepted accounting principles, the applicable accounting standards issued by The Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956, require our management to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of our assets and liabilities, disclosures of contingent liabilities and the reported amounts of revenues and expenses. These judgments, assumptions and estimates are reflected in our accounting policies, which are more fully described in the auditor’s report appearing elsewhere in this prospectus. Certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant assumptions and estimates of our management. We refer to these accounting policies as our “significant accounting policies”. Our management uses its historical experience and analyses, the terms of existing contracts, historical cost convention, industry trends, information provided by our agents and information available from other outside sources, as appropriate, when forming its assumptions and estimates. However, this task is inexact because our management is making assumptions and providing estimates on matters that are inherently uncertain. While we believe that all aspects of our financial statements should be studied and understood in assessing our current and expected financial condition and results, we believe that the following critical accounting policies warrant additional attention: a) Fixed Assets:

Fixed Assets are stated at cost of acquisition including freight, duties, taxes and other incidental expenses relating to acquisition and installation of such assets. An impairment loss is recognized wherever the carrying value of the fixed assets of a cash generating unit exceeds its market value or value in use, whichever is higher.

b) Depreciation:

Tangible: Depreciation on fixed assets other than leasehold land is provided on a straight line method at the rates and in the manner as specified in Schedule XIV of the Companies’ Act 1956. Leasehold land is amortised over the period of lease.

Intangible: License fee for acquisition of access right to knowledge database on organic chemistry for unlimited period and acquisition cost of computer software are amortised over their estimated useful life of ten years and five years respectively.

c) Inventories

(i) Raw Materials and Stores are valued at lower of cost (on weighted average basis) and net realisable value.

(ii) Work in Process is valued at lower of cost (including appropriate overheads) and net

realisable value. d) Revenue Recognition

Revenue for sales / services is being recognized on delivery basis in keeping with related arrangements with customers.

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e) Investments

Long Term investments are stated at cost and provision is made for diminution other than temporary, in the carrying value thereof. Current investments are stated at lower of cost and fair value determined on individual investment basis.

f) Government Subsidy

Capital subsidy: The Company was eligible under the West Bengal Incentive Scheme 2000 for state capital investment subsidy of 15% of the project cost or Rs. 15 million whichever is lower. Subsidy of such capital nature is credited to the Capital Reserve by the Company. The same was recognized in fiscal 2005. Interest Subsidy: The Company is eligible to the extent of 60% of the annual interest liability on loans from commercial banks/ financial institutions/NBFCs approved by the RBI for implementation of the approved project, subject to a limit of Rs. 12 million per annum for seven years as per the West Bengal Incentive Scheme 2000. Upto fiscal 2006 interest subsidy for four years has already been sanctioned. For fiscal 2007, the interest subsidy application is in process with the West Bengal Industrial Development Corporation. Interest subsidy is credited to the interest expense account.

g) Retirement Benefits

Liability in respect of gratuity (not funded) is determined and provided on the basis of year end

actuarial valuation.

h) Foreign Currency Transactions (v) Foreign currency transactions are recorded on the basis of exchange rates prevailing on the date of

their occurrence. (vi) Year end balances of monetary items denominated in foreign currency are converted at the year

end rate and resultant gain / (loss) are appropriately credited / (charged) to the Profit and Loss Account or adjusted to the cost of the Fixed Assets.

i) Income Tax

Tax expenses comprise Current Tax, Deferred Tax and Fringe Benefit Tax (FBT). Current tax in respect of taxable income is provided for the year based on applicable tax rates and tax laws. Deferred tax is recognized subject to the consideration of prudence in respect of deferred tax assets, on timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods and is measured using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to re-assess realisation. Fringe Benefit Tax is accounted for based on the actual value of fringe benefits for the year as per the related provisions of the Income-tax Act.

j) Borrowing Costs

The borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

COMPANY’S RESULTS OF OPERATIONS

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Income The Company’s total income has two components: • Sales of services; and • Other Income

The following table sets forth the contribution of each component of the Company’s income expressed as a percentage of the Company’s total income for fiscals 2005, 2006 and 2007.

Fiscal 2005 Fiscal 2006 Fiscal 2007 Particulars

Rs. in millions

% Rs. in millions

Rs. in millions

%

Income Sales 206.59 98.7 318.58 95.9 482.02 93.9 Other Income 1.70 0.8 2.72 0.8 16.26 3.2 Increase/ (Decrease) in inventories

0.94 0.4 10.92 3.3 15.07 2.9

Total Income 209.22 100.0 332.22 100.0 513.35 100.0 Sales Substantially the Company’s total income is from discovery chemistry services. Discovery chemistry services include chemistry and integrated services. Our contracts for discovery research services are in the following forms: FTE deployment: For chemistry research services, a team of scientists is deployed for agreed period of time at our facilities. The customer pays agreed FTE rates and reimburses direct cost of chemicals and consumables. FTE plus milestones: Integrated drug discovery programs utilize this model of engagement. The customer is billed for scientist’s time at agreed FTE rate and direct costs during the contract period. In addition, we earn additional revenue upon achievement of agreed milestones. Fee For Service: FFS contracts or Time and Material contracts are fixed value contracts for discovery research services. The customer pays an agreed value against pre-defined deliverables. Substantially all of our discovery services are priced in US dollars while most of our costs are in Indian Rupees. We are therefore, exposed to currency risk. In recent years, the Rupee has been appreciating against the US Dollar, whilst prior to that period, the Rupee has generally been declining against the US Dollar. We have in the past entered into forward contracts to minimize the impact of currency fluctuations. However, we have no hedging policy. For more information on the Company’s exchange rate risks please see the section entitled “Certain Conventions, Presentation of Financial, Industry and Market Data” on page xii of the Draft Red Herring Prospectus. Other Income Other income consists primarily of foreign exchange gain, gain on redemption on current investments other than trade and miscellaneous income. Other income as a percentage of total income was 0.8%, 0.8% and 3.2% in fiscals 2005, 2006 and 2007, respectively. The increase in fiscal 2007 was the result of foreign exchange gain of Rs. 13.2 million.

Expenses

237

The following table sets out the Company’s expenses as a percentage of its total income for the fiscals 2005, 2006 and 2007:

Fiscal 2005 Fiscal 2006 Fiscal 2007 Particulars

Rs. in millions % Rs. in millions % Rs. in millions %

Raw material Cost Raw material consumed 50.92 24.3 85.25 25.7 107.96 21.0 Subtotal 50.92 24.3 85.25 25.7 107.96 21.0 Staff Cost Salaries and Bonus 49.55 23.7 66.64 20.1 115.54 22.5 Gratuity 0.33 0.2 0.30 0.1 0.62 0.1 Staff Welfare 3.42 1.6 5.65 1.7 9.89 1.9 Subtotal 53.30 25.5 72.59 21.8 126.05 24.6 Administrative Expenses Electricity 4.70 2.2 4.33 1.3 12.80 2.5 Rent / Service Charges 4.84 2.3 6.61 2.0 17.51 3.4 Consultancy Charges 3.52 1.7 2.14 0.6 4.33 0.8 Repairs and maintenance 3.58 1.7 7.84 2.4 12.81 2.5 Travelling and Conveyance Expenses 4.71 2.3 9.70 2.9 10.80 2.1 Others 21.72 10.4 26.01 7.8 39.61 7.7 Subtotal 43.06 20.6 56.62 17.0 97.87 19.1 Selling and Distribution Expenses 21.07 10.1 30.57 9.2 36.61 7.1 Interest (Net) 10.32 4.9 21.87 6.6 35.08 6.8 Depreciation and amortisation 13.64 6.5 15.00 4.5 29.30 5.7 Deferred Revenue Expenditure - - - - - - Total Expenditure 192.31 91.9 281.90 84.9 432.86 84.3

- -

Raw materials costs and staff costs form significant part of our total operating costs. Raw material costs consist of purchase of laboratory chemicals and consumables used for our business. Raw material costs in fiscals 2005, 2006 and 2007 were Rs. 50.92 million, Rs. 85.25 million and Rs. 107.96 million respectively. The increased costs were on account of a larger number of contracts for our services. However, the raw material costs as a percentage of total income have not increased. Such costs have reduced from 24.3% of our total income for the fiscal year 2005 to 21.0% of our total income for the fiscal year ended 2007. Staff Cost Staff cost comprises: • salaries, allowances and bonuses; • contributions to gratuity; • welfare expenses

We have continued to build a team of qualified scientists and maintain a high percentage of doctorates. During the fiscal year 2007, we added substantial number of staff to our biological and pharmacological research operations. This has resulted in an increase in staff cost as percentage of revenue. Whilst employee compensation has historically been lower in India it is increasing rapidly. This has resulted in an increase in costs for scientists and other professionals and costs for staff may continue to rise in the future. Staff costs were Rs. 53.30 million, Rs. 72.59 million and Rs. 126.05 million for the fiscal years ended 2005, 2006 and 2007 respectively. The number of our employees grew from 88 at the beginning of fiscal 2005 to 476 at the end of fiscal year 2007 and our scientists increased from 78 to 426 during the same period. Administration Expenses

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Administration expenses include electricity charges, insurance premium, rent/service charges for facilities, communication expenses, consultancy charges, printing and stationery, rates and taxes, repairs and maintenance, traveling and conveyance, miscellaneous expenses, loss on sale of fixed assets, auditors remuneration, bad debts and provisions, provision for diminution in value of investments and preliminary expenses written off. As of March 31, 2007, entire operations of the company were being carried out of rented premises and facility rentals accounted for 3.4% of total revenue for the fiscal year 2007. We have changed the ownership pattern of our primary operating assets on acquiring long term lease hold rights of one of the rented facilities in Kolkata. Selling and Distribution expense Selling and distributing expenses include consultancy charges to marketing personnel, traveling expenses, advertising and business promotion expenses. For fiscal 2007, selling and distribution cost was 7.1% of our total income for fiscal year 2007. Depreciation For more information on our depreciation policies, please refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above on page 233 of this Draft Red Herring Prospectus. We expect our depreciation costs to rise significantly with the completion of the new facilities contemplated in our capital expenditure plan. Please refer to the section entitled “Capital Expenditure” below on page 242 of this Draft Red Herring Prospectus. Interest Interest and finance charges in fiscals 2005, 2006 and 2007 were Rs. 10.32 million, Rs. 21.87 million, Rs. 35.08 million, while total debt at the end of those fiscal periods was Rs. 156.55 million, Rs. 284.94 million and Rs. 410.19 million respectively. We have been sanctioned foreign currency debt for USD 3.70 million from Exim Bank of India (denominated in US dollars), subsequent to March 31, 2007, we have drawn down US dollar 2.38 million of sanctioned term loan to meet our capital expenditure programs. We have also been sanctioned Rs. 80 million of additional working capital borrowings subsequent to March 31, 2007. We have repaid Rs. 36.57 million of Rupee debt as on September 15, 2007. Taxes Under Section 10B of the Income Tax Act, 1961, we are eligible for 100% deduction of profits earned from 100% Export Oriented Units, EOUs. This benefit will expire after fiscal year 2009 as per existing tax laws. From the fiscal year 2008 we are liable to pay minimum alternate tax of 11.33% (including additional surcharge and education cess). We have also been recognized since 2005, under Section 80 IB (8A) of the Income Tax Act, 1961 by Department of Scientific and Industrial Research, Ministry of Science & Technology, Government of India, as commercial research organization. Net Profit, as Restated Net profit, as restated, consists of the profit after tax as per the audited statements, adjusted to reflect any extraordinary items and adjusted on account of (1) changes in accounting policies and (2) the impact of material adjustments and prior period items. Adjustments are mainly on account of change in accounting policy on retirement benefits, depreciation policy and accounting of development expenses. Expense items discussed below and elsewhere in this section reflect the restatement items. The Company’s Results of Operations - Fiscal Year 2007 Compared to Fiscal Year 2006 Income Our total income increased by 54.5% to Rs. 513.35 million in fiscal 2007 from Rs. 332.22 million in fiscal 2006. Income from our services (discovery research) increased by 51.3% to Rs. 482.02 million in fiscal 2007 from Rs. 318.58 million in fiscal 2006. This increase was primarily on account of expansion of our services and consequently deployment of a larger number of scientists on projects.

239

Other income increased by 498.0% to Rs. 16.26 million in fiscal 2007 from Rs. 2.72 million in fiscal 2006 primarily because of a Rs. 13.2 million foreign exchange gain in fiscal 2007.

Expenses

Raw Material Consumption Cost The Company’s raw material costs increased by 26.6% to Rs. 107.96 million in fiscal 2007 from Rs. 85.25 million in fiscal 2006. As a percentage of total income, raw material consumption cost was 21.0% in fiscal 2007 as compared to 25.7% in fiscal 2006. The reduction in raw material cost as a percentage to total income was on account of better utilization of raw materials.

Staff Cost The Company’s staff costs increased by 73.6% to Rs. 126.05 million in fiscal 2007 from Rs. 72.59 million in fiscal 2006. This increase was largely due to an increase in the number of employees and general increases in salary and related benefits. The number of employees increased from 283 at the end of fiscal 2006 to 475 at the end of fiscal 2007. Staff cost as a percentage of total revenue has increased from 21.8% in fiscal 2006 to 24.6% in fiscal 2007. This is on account of such increase in number of employees.

Administrative Expenses The Company’s administrative expenses increased by 72.9% to Rs. 97.87 million in fiscal 2007 from Rs. 56.62 million in fiscal 2006 primarily due to an increase in rent and electricity costs on account of addition of new research capacities in chemistry and integrated research services operations. The increase is primarily on account of additional rental costs in relation to new facility at Pune and the additional floor in Kolkata at our existing facilities.

Selling & Distribution Expenses Selling and distribution expenses increased by 19.8% to Rs. 36.61 million in fiscal 2007 from Rs. 30.57 million in fiscal 2006. The increase was on account of increase in payment to marketing personnel and increase in advertisement and business promotion expenses.

Interest Charges Interest charges increased by 60.4% to Rs. 35.08 million in fiscal 2007 from Rs. 21.87 million in fiscal 2006. This increase was primarily due to an increase in Company’s long term and short term borrowings from banks and financial institutions.

Depreciation Depreciation cost increased by 95.4% to Rs. 29.30 million in fiscal 2007 from Rs. 15.00 million in fiscal 2006. The increase in depreciation was primarily due to the capitalization of new facilities commissioned in fiscal 2007.

Provision for Taxes Provision for deferred taxation has increased by 140.3% to Rs. 27.20 million in fiscal 2007 from Rs. 11.32 in fiscal 2006 on account of temporary timing differences between depreciation as per Companies Act and

240

depreciation as per Income Tax Act and the Company recognizing the same. FBT payments decreased by 20.4% to Rs. 1.92 million in fiscal 2007 from Rs. 2.41 million in fiscal 2006. Net Profit, as restated Our net profit increased by 40.3% to Rs. 51.37 million in fiscal 2007 from Rs. 36.60 million in fiscal 2006. Net profit, as restated, decreased as a percentage of total income from 11.0% in fiscal 2006 to 10.0% in fiscal 2007. This decrease was on account of deferred tax provisions, net profit before deferred tax as a percentage of total income was 15.3% in fiscal 2007 as compared to 14.4% in fiscal 2006. Profit before deferred tax grew to Rs.78.57 million in fiscal 2007 from Rs. 47.92 million in fiscal 2006, registering a growth of 64%. The Company’s Results of Operations - Fiscal Year 2006 Compared to Fiscal Year 2005 Income Our total income increased by 58.8% to Rs. 332.22 million in fiscal 2006 from Rs. 209.22 million in fiscal 2005. Revenue from discovery research services of the Company increased by 54.2% to Rs. 318.58 million in fiscal 2006 from Rs. 206.59 million in fiscal 2005. This increase was primarily on account of expansion of our services and consequent deployment of a larger number of scientists on projects. Inventories increased by 1,061.7% to Rs. 10.92 million in fiscal 2006 from Rs. 0.94 million in fiscal 2005 primarily because of increase in number of projects in work –in-process stage. Expenses

Raw Material Consumption Cost Raw material consumption cost increased by 67.4% to Rs. 85.25 million in fiscal 2006 from Rs. 50.92 million in fiscal 2005 mainly on account of increase in operations. As a percentage of total income, raw material consumption cost was 25.7% in fiscal 2006 as compared to 24.3% in fiscal 2005. The increase in raw material cost as a percentage to total income was primarily on account of material consumption for developing in-house assays.

Staff Cost Staff cost increased by 36.2% to Rs.72.59 million in fiscal 2006 from Rs.53.30 million in fiscal 2005. The number of employees increased from 96 at the end of fiscal 2005 to 283 at the end of fiscal 2006. The increase in staff cost was largely due to an increase in the number of employees, and general increases in salary and benefits.

Administrative Expenses Company’s administrative expenses increased by 31.5% to Rs. 56.62 million in fiscal 2006 from Rs. 43.06 million in fiscal 2005. The increase in administrative costs is as a result of increased rent payments for our Kolkata premises.

Selling & Distribution Expenses Selling and distribution expenses increased by 45.1% to Rs. 30.57 million in fiscal 2006 from Rs. 21.07 million in fiscal 2005. The expenses were higher on account of higher marketing expenses

Interest Charges Interest charges increased by 111.9% to Rs. 21.87 million in fiscal 2006 from Rs.10.32 million in fiscal 2005. This increase was due to increase in long term debt and working capital borrowings from banks and

241

financial institutions. The lower interest cost in fiscal 2005 was due to recognition of subsidy amount on interest expense for earlier years.

Depreciation Depreciation charges increased by 10.0% to Rs. 15 million in fiscal 2006 from Rs. 13.64 million in fiscal 2005. The increase in depreciation was due to effect of full year depreciation on capitalized fixed assets.

Provision for Taxes Provision of taxes for the fiscal 2006 comprised of fringe benefit tax payments to the tune of Rs. 2.41 million and provision of deferred taxes for Rs. 11.32 million on account of temporary timing differences between depreciation as per the Companies Act and as per Income Tax Act. Net Profit, as Restated Our net profit increased by 111.4% to Rs. 36.60 million in fiscal 2006 from Rs. 17.31 million in fiscal 2005.Net profit, as restated, increased as a percentage of total income from 8.3% in fiscal 2005 to 11.0% in fiscal 2006. The net profit before deferred tax as a percentage of total income was 14.4% in fiscal 2006 as compared to 8.3% in fiscal 2005. LIQUIDITY AND CAPITAL RESOURCES Our primary liquidity needs have been to finance our working capital requirements and our capital expenditures. To fund these costs, we have relied principally on cash flows from operations, equity infusion by our promoters and short-term and long-term borrowings. CASH FLOWS

Fiscal 2005 Fiscal 2006 Fiscal 2007 Particulars

Rs. in millions

Rs. in millions

Rs. in millions

Net Cash Generated from Operating Activities 19.74 126.30 92.93 Net Cash used for Investing Activities (64.26) (191.73) (270.84) Net Cash Generated from (used in) Financing Activities 51.72 102.01 144.26 Net Increas/(Decrease) in Cash and Cash Equivalents 7.20 36.58 (33.65)

As of March 31, 2007, cash and cash equivalents amounted to Rs. 23.12 million. The principal sources of cash and cash equivalents in the fiscal 2007 were cash flows from operations amounting to Rs. 92.93 million, net drawings under long term borrowings from banks and financial institutions were Rs. 110.51 million , drawings under unsecured loans of Rs. 20.66 million and advance against equity of Rs. 48.17. These funds were used principally for purchases of fixed assets of Rs. 285 million and payment of interest of Rs. 35.08 million. As of March 31, 2006, cash and cash equivalents amounted to Rs. 50.52 million. The principal sources of cash and cash equivalents in fiscal 2006 were cash flows from operations amounting to Rs. 126.30 million, net drawings under long term borrowings were Rs. 128.40 million and advance against equity of Rs. 22.17 million. These funds were used principally for purchases of fixed assets of Rs. 186.26 million and payment of interest for Rs. 48.56 million. As of March 31, 2005, cash and cash equivalents amounted to Rs. 13.94 million. The principal sources of cash and cash equivalents in fiscal 2005 were cash flows from operations amounting to Rs. 19.74 million, net drawings from long term borrowings of Rs. 33.23 million and advance against equity of Rs. 67.93 million. These funds were used principally for purchases of fixed assets of Rs. 61.04 million, payment of unsecured loan of Rs. 42.00 million in relation to our expansion and payment of interest for Rs. 7.44 million.

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Operating Activities Net cash flows from operating activities for the year ended on March 31, 2007 has decreased from the year ended on March 31, 2006 by Rs. 33.37 million, or 26.4%. Our decreasing cash flows from operations are due to increase in trade and other receivables and inventories. The decrease also reflect the increase in operating expenses due to expansion of existing facilities, the revenue for which will be recognized in subsequent years. Net cash flows from operating activities for the year ended on March 31, 2006 has increased from the year ended on March 31, 2005 by Rs. 106.56 million or 539.82%. The increase reflects the growth in sales. Investing Activities Net cash used in investing activities for the year ended on March 31, 2007 amounted to Rs. 270.84 million, as compared to Rs. 191.73 million for the year ended on March 31, 2006 and Rs. 64.26 million for the year ended on March 31, 2005. During the year ended on March 31, 2007 cash for investing activities was primarily used for the Company’s expenditure of Rs. 285 million of fixed assets for facility expansions in Kolkata and Pune. Similarly, for the years ended on March 31, 2006 and March 31, 2005 cash for investing activities was primarily used for expenditure on fixed assets for Rs. 186.26 million and Rs. 61.04 million respectively. Financing Activities Net cash flows from financing activities for the year ended on March 31 2007, were Rs. 144.26 million. During this period the Company received advance against equity for Rs. 48.17 million, net drawings from long term borrowings were Rs. 110.51 million and used net cash of Rs. 35.08 million for payment of interest. For the year ended on March 31, 2006, net cash flows from financing activities amounted to Rs. 102.01 million, reflecting advance against equity received for Rs. 22.17 million, net drawings from long term borrowings for Rs. 128.40 million and payment of interest for Rs. 48.56 million. For the year ended on March, 31 2005, net cash flows from financing activities amounted to Rs. 51.72 million, reflecting advance against equity received for Rs. 67.93 million, net drawings from long term borrowings for Rs. 33.23 million, payment of short term borrowings of 42 million and payment of interest for Rs. 7.44 million. Capital Expenditure Our business is capital intensive and requires significant capital expenditures to maintain and increase capacity. Our capital expenditures for fiscal 2006 and for fiscal 2007 were Rs. 186.26 million and Rs. 285 million, respectively. The figures in our capital expenditure plans are based on management estimates and have not been appraised by an independent organisation. In addition, our capital expenditure plans are subject to a number of variables, including possible cost overruns; construction/development delays or defects; receipt of critical governmental approvals and changes in management’s views of the desirability of current plans, among others. We cannot assure you that we will be able to execute our capital expenditure plans as contemplated. Debt Obligations and Facilities Key terms of our outstanding indebtedness facilities are as follows: Secured Loans –Working Capital Loan Facilities On September 2, 2006, the Company renewed Rs. 30 million of rupee fund based working capital facility with YES Bank Limited aggregating the total fund based loan to Rs. 80 million and non fund based to Rs. 20 million. The facility was further enhanced by Rs. 80 million of rupee fund based and Rs. 10 million of rupee non fund based credit limit. This facility is secured by the first pari passu charge on all current assets of the Company and second pari passu charges on fixed assets of the Company and carry an interest rate of YES Bank’s PLR less 1.5%. There were no amounts due and outstanding of March 31, 2007. Secured Loans – Long-Term Loan

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On February 22, 2006 the Company entered into a term loan agreement for Rs. 100 million with YES Bank Limited to refinance its term loans from West Bengal Industrial and Development Corporation Limited. This facility is payable in 16 equal quarterly installments commencing from the date of first drawdown. The interest rate is YES Bank’s Prime Lending Rate less 0.5%. The total disbursement under this facility has been Rs. 99.47 million.

On December 6, 2005 we entered into an US Dollar denominated term loan agreement with the Export Import Bank of India for USD 2.28 million to part finance the project for setting up research center in Pune. This facility is repayable in 10 equal semi-annual installments commencing from January 2008. We had drawn USD 2.19 million under the facility. On August 29, 2006, the Export Import Bank of India further extended the term loan of USD 4.45 million for part financing the expansion of our Kolkata facility. This term loan is repayable in 10 equal installments commencing after one year from the date of commercial production. We have drawn USD 4.06 million under this term loan. All the term loans from Export Import Bank of India carry an interest rate of Libor plus 300 basis points and are secured by a first pari passu charge on all of the Company’s fixed assets and second pari passu charge over the Company’s current assets.

OFF-BALANCE SHEET ARRANGEMENTS As of March 31, 2007, we were not a financial guarantor of obligations of any unconsolidated entity, and we were not a party to any similar off-balance sheet obligation or arrangement. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK We are exposed to market risk from changes in foreign exchange rates and interest rates. The following discussion is based on our financial statements under Indian GAAP. Exchange Rate Risk We face exchange rate risk to the extent that our income and expenses are denominated in currencies other than Indian rupees. In the fiscal 2007 and in the fiscal 2006 the Company received foreign exchange earnings equivalent to Rs. 541.99 million and Rs. 345.25 million, respectively, and the Company’s foreign exchange expenditure equivalent to Rs. 231.26 million and Rs. 120.66 million, respectively. Substantially all our income is from exports. Additionally, substantially all of our export sales are denominated in US dollars, while a substantial portion of our capital expenditures and raw material are denominated in US dollars. Some of our raw materials and capital expenditures are also priced in Euro. We also typically have borrowings denominated in US dollars. As of March 31, 2007 and March 31, 2006 our US dollar denominated debt was US$ 4.95 million and US$ 1.67 million, respectively and the exchange rate as on March 31, 2007 and March 31, 2006 was Rs 43.77 per USD and Rs 44.86 per USD respectively. Appreciation or depreciation of the Indian rupee relative to the U.S. dollar can cause us to recognize foreign exchange losses or gains. As exports are principally denominated in U.S. dollars, our income from export sales is subject to changes in the Rupee/U.S. dollar exchange rate. If the Indian Rupee appreciates against the U.S. dollar between the time a sale is booked and the time payment is received, we recognize a foreign exchange loss. We face substantial risk on account of exchange rate risk and our results of operations may be affected on account of volatility relating to the same. Whilst we have hedged in the past, we do not have a hedging policy. Interest Rate Risk We bear interest rate risk to the extent our indebtedness accrues interest at fluctuating rates. As of March 31, 2007, we had no floating rate long-term debt due and outstanding. EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS Accounting for the Effects of Changes in Foreign Exchange Rates

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Revision in Companies Act through Companies (Accounting Standard Rules), 2006 on December 7, 2006 The Companies (Accounting Standard) Rules, 2006, have been issued by Central Government on December 7, 2006, which are applicable for accounting year's that commence on or after December 7, 2006.Attention is specifically drawn to Footnote-12 of the Rules, which provides that: • It may be noted that the accounting treatment of exchange differences is required to be followed

irrespective of the relevant provisions of Schedule-VI to the Companies, Act, 1956.

• As this significantly effects the recognition of exchange differences to be capitalized on foreign currency liabilities incurred on 'assets acquired outside of India' as stated by Schedule VI, the following guidance is being provided on the same:

a) All exchange differences on borrowings/payable specifically incurred on all fixed assets

acquired from outside India will need to be charged to Profit & Loss Account, in the accounting years beginning on or after December 7, 2006 For example for companies whose financial year began on January, 2007, all exchange fluctuations which arise on or after January 1, 2007 will need to be recognized as an income / (expense) in the Profit & Loss Account, irrespective of date of acquisition of fixed assets or incurrence of borrowings for such acquisition.

b) In respect of companies whose financial year commenced before December 7, 2006, e.g.

April, 06, the above exchange fluctuation will be continued to be capitalized. It is clarified that there is no retrospective application of the Rules.

From the financial year beginning April 1, 2007, exchange difference arising on fixed assets acquired outside of India will be recognized in the Profit & Loss Account in place of earlier accounting treatment of recognizing the exchange difference in the respective asset cost.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2007 THAT MAY AFFECT THE FUTURE OF OUR OPERATIONS Except as stated elsewhere in this Draft Red Herring Prospectus and in compliance with AS 4, to our knowledge no circumstances have arisen since the date of the last financial statements as disclosed in the Draft Red Herring Prospectus which materially and adversely affect or are likely to affect, the trading and profitability of the Company, or the value of the assets or their ability to pay their material liabilities within the next 12 months. Except as stated elsewhere in this Draft Red Herring Prospectus, there are no subsequent developments after the date of the Auditors report dated September 26, 2007 which we believe are expected to have a material impact on the reserves, profits, earnings per share or book value of the Company. • Acquisition of two subsidiaries in July 2007; • Repayment of the ICICI Bank’s term loan; • Enhancement of working capital facility by Rs. 90 million • Sanction of US Dollar 3.7 million long term loan from Exim Bank; • Allotment of 2 acres of land on long term lease in Kolkata; • Conversion of company from a private limited company to a public limited company; • Appointment of Managing Director and additional directors to comply with Clause 49

requirements. • On May 23, 2007, we were sanctioned an unsecured term loan of Rs.110 million by Department of

Science & Technology, Government of India. We have drawn Rs.36.7 million from this loan in August 2007.

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FINANCIAL INDEBTEDNESS Borrowings as of September 26, 2007 Set forth below is a brief summary of our significant outstanding secured borrowings of Rs. 535.74 million and unsecured borrowing of Rs. 36.7 million as of Septmber 26, 2007, together with a brief description of certain significant terms of such financing arrangements.

Lender Loan Documentation

Loan Amount

Amount outstanding as at September 26, 2007

Interest rate

Repayment schedule

Security created

A. Secured loans Export Import Bank of India (“Exim Bank”) (1)

- Dollar Loan Agreement dated December 6, 2005 (term loan for part- financing the establishment of a research centre in Pune under lending programme for EOUs). - Declaration cum Undertaking issuedby the Company to Exim Bank dated December 6, 2005. - Deed of hypothecation dated December 6, 2005. - Undertaking to create mortgage security dated December 6, 2005.

USD 2.28 million **

Rs. 87.21 million

- Sum of margin (i.e. 300 basis points p.a., inclusive of withholding tax) and LIBOR together with the interest tax thereon

- 10 substantially equal half-yearly installments commencing after two years from the date of first advance, i.e. December 1, 2007 or such other date closer to that date as may be advised by Exim Bank at the time of making the first advance - Service fee: 1% of the loan amount (non refundable) payable upfront plus service tax as applicable (10.2%, as on the date of sanction letter)

- First pari passu charge by way of hypothecation in favour of Exim Bank over the Company’s moveable fixed assets, both present and future. - First pari passu charge by way of mortgage of the Company’s land situated at Block BN, Plot No. Part of BN 8, Sector IV and V, Northern Salt Lake City Extension area of Bidhan Nagar. and other immoveble properties, both present and future, in the form acceptable to Exim Bank. - Second pari passu charge by way of hypothecation on the current assets of the company including receivable, both present and future. - An escrow mechanism for all the receivables of the Company on pari passu basis with WBIDC and Yes Bank Ltd.

Exim Bank (2)

- Dollar Loan Agreement dated August 29, 2006. (for setting up

USD 4.45 million **

Rs. 161.67 million

- Sum of margin (i.e spread of 300 basis

- Ten substantially equal half-yearly installments commencing on

- First pari passu charge by way of hypothecation over the Company’s moveable fixed

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research center in Pune) Purpose changed to research center at Kolkata - Deed of hypothecation of moveable assets dated December 21, 2006. - Letter dated August 29, 2006 issued by the Company to Exim Bank undertaking to meet any shortfall, if any, in the project.

points inclusive of withholding tax) and LIBOR together with interest tax thereon - Interest reset after 3 years from the date of first disbursement.

the expiry of a period of one year from the date of commercial production. - Service fee: 1% of the loan amount (non- refundable) payable upfront plus service tax, if applicable.

assets, both present and future in favour of Exim Bank. - First pari passu mortgage of the Company’s land situated at Block BN, Plot No. Part of BN 8, Sector IV and V, Northern Salt Lake City Extension area of Bidhan Nagar.and other immovable properties, both present and future, in the form acceptable to Exim Bank. - Second pari passu charge by way of hypothecation on the current assets of the company including receivables, both present and future. - An escrow arrangementto be set up between Exim Bank, the Company and Yes Bank Ld (“Escrow Agent”) in the manner acceptable to Exim Bank, for depositing the receivables of the Company for the purpose of servicing of the loan together with interest thereon and all other monies payable to the Company to Exim Bank under the Loan Agreement.

Yes Bank Limited (“Yes Bank”) (*3)

- Loan Agreement dated February 22, 2006 - Deed of hypothecation dated February 22, 2006

Rs. 100 million

Rs. 62.17 million*

- Yes Bank Prime Lending Rate (“PLR”) (currently 11.75%) minus 0.5%

- Each advance shall be repaid in full in 16 equal quarterly installments commencing from date of first drawdown.

- Hypothecation by way of first pari passu charge on all the receivables, existing and future, arising and becoming due and/or payable to the Company. - First pari passu charge on immoveable and movable fixed assets of the Company including plant and machinery, located at Kolkata and Pune both present and

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future.

Yes Bank (4)

- Facility Letter Ref No. YBL/MS dated July 7, 2005 (for financing working capital requirements). - Deed of hypothecation dated July 11, 2005. - Escrow Account Agreement dated September 1, 2005 between WBIDC, Yes Bank, the Company and IndusInd Bank Limited. - Letter of Continuity for demand prmossory note dated July 11, 2005 issued by the Company to Yes Bank. - Counter Indemnity for Guarantee dated July 11, 2005 whereby Yes Bank has sanctioned a guarantee limit upto a maximum of Rs. 20 million. - General undertaking/Indemnity for commercial Letters of Credit dated July 11, 2005. - Agreement for overdraft dated July 11, 2005.

Rs 50 million (plus Rs. 20 million non fund based)

* - 0.75% p.a. below at Yes Bank’s PLR prevailing on the date of disbursement of the facility plus the term premium prevailing on the date of disbursement of the facility. (PLR of Yes Bank currently is 11.75%).

- Each advance shall be repaid in full on the last business day of the Term for which such advance was drawn down.

- First pari passu charge on all present and future current assets of the Company. - Second pari passu charge on all present and future movable and immovable fixed assets of the Company. - First pari passu charge (along with WBIDC) on all present and future capital and interest subsidy claims from WBIDC. - First pari passu charge on the escrow account of receivables.

Yes Bank (5)

- Loan Agreement dated September 2, 2006 for enhancement / revolving

Enhancement by Rs. 30 million (fund based)

*

- 0.75% p.a. below Yes Bank’s PLR, prevalent

- Each advance to be be repaid in full on the last business day of the term for which such

- First pari passu charge on the whole of current assets, capital and interest subsidy claims from WBIDC present and

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facility comprising of loans not exceeding Rs. 80 million. - Supplemental deed of hypothecation dated September 2, 2006. - Supplemental Cash Credit Agreement dated September 2, 2006.

of Rs. 50 million (i.e. loan 5 above.)

from time to time (current PLR of Yes Bank is 13.00%).

advance was drawn down.

future. - Second charge on the movable and immoveable fixed assets of the Company located at Pune and Kolkata.

Yes Bank (6)

- Facility Letter dated June 27, 2007 - Supplemental Working Capital Demand Loan Agreement dated June 27, 2007 - Supplemental Cash Credit Agreement dated June 27, 2007 - Supplemental deed of hypothecation dated June 27, 2007 - Counter Indemnity for guarantee dated June 27, 2007 - Letter of continuity for demand promissory note dated June 27, 2007 issued by the Company to Yes Bank

- Enhancement by Rs. 80 million (fund based) and Rs. 10 million (non fund based) (i.e. loan 6 above)

Rs. 130 million

- 1.50% below Yes Bank PLR as prevalent from time to time (current PLR of Yes Bank is 15.50%).

- Each advance to be be repaid in full on the last business day of the term for which such advance was drawn down.

- First pari passu charge on all the present and future current assets of the Company. - Second pari passu charge on all present and future movable and immovable fixed assets of the Company. - Escrow of all recievables.

Exim Bank (7)

- Sanction letter dated August 7, 2007 for part financing the Company’s expansion project - Deed of hypothecation

USD 3.70 million

Rs. 94.77 million

LIBOR (6 months) + 300 basis points p.a. (inclusive of wealth tax). Interest to be reset anytime

- Repayment schedule linked to the commencement of commercial production. Tentatively, to be repaid in 20 equal quaterly instalments

- First pari passu charge over entire movable fixed assets and immoveable properties of the Company, both present and future. Company to maintain a minimum asset coverage of 1.25

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(unattested) dated September 1, 2007

after 3 years from the date of first disbursement

commencing Apri 20, 2009 - Interest to be paid quaterly on dates to be advised at the time to first disbursement - Service fee – 1% of the loan amount + service tax, payable upfront and non-refundable -

times during currency of the loan. In the event of a shortfall, the Company shall suitably top up security to the satisfaction of Exim Bank. - Second pari passu charge on entire current assets of the Company, both present and future. - Escrow on all the receivables of the Company, both present and future.

B. Unsecured Loan Department of Science and Technology, Government of India

- Loan Agreement dated June 4, 2007 (to finance a project on discovery and development of novel inhibitors of undecaprenyl prophosphate synthase by the Company

Rs. 110 million

Rs. 36.7 million

- Rs. 13..374 lakhs per year for five years

Repayment in 10 installments commencing from April 1, 2010 and ending on April 1, 2019

N.A

* The facility mentioned in (5) and (6) was later enhanced by Rs. 80 million (fund based) and Rs. 10 million (non fund based). Thus the entire facility amount availed from Yes Bank stands at Rs. 190 million. ** Foreign currency loans amounts are as converted on March 31, 2007 Material restrictive covenants:

(1) Under the terms of the loan covenant, the material restrictive covenants in respect of the loan are

as follows:

• Our Company cannot, without the prior written consent of Exim Bank, create any mortgage, charge, lien or other encumbrances in any form whatsoever over any of its properties and assets constituting the security except a pari passu mortgage/charge in favour of any term lender who may have co-financed or agreed to co-finance the project provided the asset coverage ratio specified by Exim Bank shall not be thereby breached.

• Our Company cannot, without the prior written consent of Exim Bank, create, incur or assume any further indebtedness of any nature whether for borrowed money or otherwise, except any indebtedness for its working capital requirement in the ordinary course of business.

• Our Company cannot, without the prior written consent of Exim Bank, enter into any merger/amalgamation or consolidation or any scheme of arrangement or compromise for the benefit of its creditors, or sell, lease or transfer all or substantial portion of its undertaking or division(s) and/or fixed assets or revalue any of them.

• Our Company cannot, without the prior written consent of Exim Bank, effect any material change in the composition of its Board of Directors or in the management set up or ownership of its business.

• Our Company cannot, without the prior written consent of Exim Bank, assume, guarantee, endorse or in any manner become directly or contingently liable for or in

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connection with the obligation of any person, firm, company or corporation except for transactions in the ordinary course of business.

• Our Company cannot, without the prior written consent of Exim Bank, amend its Memorandum or Articles of Association or alter its capital structure or its shareholding pattern.

• Our Company cannot, without the prior written consent of Exim Bank, alter the scope of the project or undertake any diversification or expansion of its business activities or set up a new project.

• Our Company cannot, without the prior written consent of Exim Bank, allow transfer or disposal of shareholding of any of the Promoters in its equity or quasi equity capital or permit withdrawal of any subordinated loans or deposits obtained at any time by Company from its Directors and their friends and associates to finance a part of the cost of the project or the working capital requirements of the Company, or make prepayment of any long term debt.

• Our Company cannot, without the prior written consent of Exim Bank, declare or pay any dividend or make any other distribution to any of the shareholders if the Company shall be in default in making the payment under the loan agreement, and then only out of the profits of the then current financial year after making necessary provisions.

• Our Company cannot, without the prior written consent of Exim Bank, extend any loan or advance to or place deposit with any company free of interest or at a rate lower than the prime lending arte applicable to Exim Bank’s Rupee term loans, without prior approval of the Board of Directors of the Company, except normal trade credit or advances/loans to its employees or security deposit in the normal course of business or otherwise in compliance with any statute.

• Our Company cannot avail of double finance from any source in respect of the same expenditure being financed by Exim Bank nor shall it, without the prior written permission of the bank, avail of any additional finance in respect of the project which may not be forming part of the means of finance approved by Exim Bank.

• Our Company cannot induct any person on its Board of Directors, who is a director on the board of directors of a company which may have been identified as a willful defaulter as defined under the guidelines issued by RBI/any governmental authority from time to time.

• Our Company cannot, without the prior written consent of Exim Bank, remove or dismantle any machinery comprised in the security of the hypothecated assets which may be in use in the Company’s manufacturing activities except where such removal or dismantling may be rendered necessary by reason of the same being worn out, damage or broken or having become payable.

• Our Company cannot, save with the prior approval of Exim Bank use Exim Bank’s loan for a purpose other than for which it is sanctioned.

(2) The material restrictive covenants, in respect of the loan are as follows:

• Our Company cannot, without the prior written consent of Exim Bank, create any mortgage, charge, lien or other encumbrances in any form whatsoever over any of its properties and assets constituting the security except a pari passu mortgage/charge in favour of any term lender who may have co-financed or agreed to co-finance the project provided the asset coverage ration specified by Exim Bank shall not be thereby breached.

• Our Company cannot, without the prior written consent of Exim Bank, create, incur or assume any further indebtedness of any nature whether for borrowed money or otherwise, except any indebtedness for its working capital requirement in the ordinary course of business.

• Our Company cannot, without the prior written consent of Exim Bank, enter into any merger/amalgamation or consolidation or any scheme of arrangement or compromise for the benefit of its creditors, or sell, lease or transfer all or substantial portion of its undertaking or division(s) and/or fixed assets or revalue any of them.

• Our Company cannot, without the prior written consent of Exim Bank, effect any material change in the composition of its Board of Directors or in the management set up or ownership of its business.

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• Our Company shall not, without the prior written consent of Exim Bank, assume, guarantee, endorse or in any manner become directly or contingently liable for or in connection with the obligation of any person, firm, company or corporation except for transactions in the ordinary course of business.

• Our Company cannot, without the prior written consent of Exim Bank, amend its Memorandum or Articles of Association or alter its capital structure or its shareholding pattern.

• Our Company cannot, without the prior written consent of Exim Bank, alter the scope of the project or undertake any diversification or expansion of its business activities or set up a new project.

• Our Company cannot, without the prior written consent of Exim Bank, allow transfer or disposal of shareholding of any of the Promoters in its equity or quasi equity capital or permit withdrawal of any subordinated loans or deposits obtained at any time by the Company from its Directors and their friends and associates to finance a part of the cost of the project or the working capital requirements of the Company, or make prepayment of any long term debt.

• Our Company cannot, without the prior written consent of Exim Bank, declare or pay any dividend or make any other distribution to any of the shareholders if the Company shall be in default in making the payment under the loan agreement.

• Our Company cannot, without the prior written consent of Exim Bank, extend any loan or advance to or place deposit with any company free of interest or at a rate lower than the prime lending rate applicable to Exim Bank’s Rupee term loans, without prior approval of the Board of Directors of the Company, except normal trade credit or advances/loans to its employees or security deposit in the normal course of business or otherwise in compliance with any statute.

• Our Company cannot avail of double finance from any source in respect of the same expenditure being financed by Exim Bank nor shall it, without the prior written permission of the bank, avail of any additional finance in respect of the project which may not be forming part of the means of finance approved by Exim Bank.

• Our Company cannot induct any person on its Board of Directors, who is a director on the board of directors of a company which may have been identified as a willful defaulter as defined under the guidelines issued by RBI/any governmental authority from time to time.

• Our Company cannot, without the prior written consent of Exim Bank, remove or dismantle any machinery comprised in the security of the hypothecated assets which may be in use in the Company’s manufacturing activities except where such removal or dismantling may be rendered necessary by reason of the same being worn out, damage or broken or having become payable.

• Our Company cannot, save with the prior approval of Exim Bank use Exim Bank’s loan for a purpose other than for which it is sanctioned.

(3) The material restrictive covenants, in respect of the loan are as follows:

• Our Company cannot create any encumbrance or security over its assets (i) without the prior written consent of Yes Bank or (ii) unless the Company shall at the same time extend the same encumbrance / security to Yes Bank on a pari passu basis to cover the facilities.

• Our Company cannot undertake or permit any reorganization, amalgamation, reconstruction, takeover or any other schemes of compromise or arrangement, nor amend any provision of its major constitutive documents in such a manner that will adversely affect the rights of Yes Bank under the facilities.

• Our Company cannot induct a person who is a director on the Board of a company which has been identified as a willful defaulter and that, in case such a person is found to be on the Board of the Company, the Company would take expeditious and effective steps for removal of the person from the Board of Directors.

• Our Company cannot undertake any additional capital expenditure / loans without the prior approval of Yes Bank.

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• The Company cannot without the prior written consent of Yes Bank, receive, compound or realize or commit any act with respect to the hypothecated assets whereby the recovery thereof is impeded, delayed or prevented.

• The Company cannot effect any material change in the management of the business of the Company, without the prior written consent of Yes Bank.

• The Company cannot make any amendment or amendments to its Memorandum and Articles of Association without the prior written consent of Yes Bank.

• Our Company cannot create, assume or incur any further indebtedness of a long term nature whether for borrowed money or otherwise, except with the prior written consent of Yes Bank.

• Our Company cannot declare any dividend if any installment towards principal or interest remains unpaid on its due date.

• Our Company cannot, without the prior written consent of Yes Bank, transfer or create / allow to be created in any manner any charge, lien, hypothecation, mortgage, pledge or other encumbrance whatsoever on any of the properties, assets etc. of the Company which constitutes security to Yes Bank for the loan.

(4), (5), (6) The material restrictive covenants, in respect of these loans are as follows:

• Our Company cannot, without the prior written consent of Yes Bank, receive, compound or realize or commit any act with respect to the hypothecated assets whereby the recovery thereof is impeded, delayed or prevented.

• The Company cannot permit any change in the ownership or control of the Company and also not affect any material change in the management of the business.

• The Company cannot make any amendments to its Memorandum and Articles of Association without the prior written permission of Yes Bank.

• The Company cannot assume guarantee, endorse or in any manner become directly or contingently liable or in connection with the obligation of any person, firm or corporation except for transactions in the ordinary course of business.

(7) The material negative covenants, in respect to this loan are as follows:

• Our Company cannot resort to double financing either in foreign currency or in Indian Rupees for funding the project activities covered by the loan

• Our Company cannot, without the prior written permission of Exim Bank, undertake any new project or expansion or any other form of capital investment or obtain equipment on lease, or contract additional term borrowing other than that in the normal course of business.

• Our Company cannot, without the prior written permission of Exim Bank, create any charge, encumbrance or otherwise dispose of its assets offered as security.

• Our Company cannot, without the prior written permission of Exim Bank, declare dividend for any year except out of the profits relating to that year after making all due and necessary provisions and provided further that no default had occurred in any repayment obligation.

• Our Company cannot, without the prior written permission of Exim Bank, contract additional term borrowing and in any case not on the terms that will adversely affect servicing of the loan.

• Our Company cannot, without the prior written permission of Exim Bank, extend to out subsidiaries/associate companies, with the approval of our Board of Directors, any loans or advances which are either free of interest or which carry a rate of interest lower than the rate of of interest applicable on the captioned loan from Exim Bank or any other bank or financial institution.

• Our Company cannot, without the prior written permission of Exim Bank, affect any material change in the composition of our Board of Directors, management structure or equity pattern.

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SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated below there are no outstanding litigations, suits, criminal or civil prosecutions, proceedings or tax liabilities against our Company and our Subsidiaries, Directors, Promoters and Promoter Group companies, and there are no defaults, non-payment of statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues payable to holders of any debenture, bonds and fixed deposits and arrears of preference shares issued by our Company, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated for economic/civil/any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act) other than unclaimed liabilities of our Company or Subsidiaries and no disciplinary action has been taken by SEBI or any stock exchanges against our Company, Promoters or Directors. Unless stated to the contrary, the information contained in this section is as of September 19, 2007. I. Litigation against our Company A. Outstanding Litigation and Material Developments/Proceedings involving our Company

a) Our Company has received a letter bearing reference C.No. CE-20(1) Range-I/Dum

Dum/2005-2006/233 dated April 26, 2005 issued by the Superintendent of Central Excise, Range-I, Dum Dum-II division, Salt Lake, Sector V, Kolkata stating that a Central Excise Registration Certificate bearing No. 7/R-VIII/DDO-I/100%EOU/2000 dated July 18, 2000 was allotted to us as 100% EOU. As per the conditions set out in the said letter, this unit was required to submit a monthly return in Form ER-2 to the Range Superintendent of Central Excise within 10 days from the close of the month to which it relates to in respect of the excisable goods manufactured in and removal to Domestic Tariff Area and receipt of inputs and capital goods in the unit. The letter stated that we had neither submitted such returns nor applied for the PAN based Registration Certificates as per and CA (DR) Notification No. 30/2002-CE(NT) dated September 17, 2002 as amended.

We have replied in a letter dated May 26, 2005 clarifying that we are a 100% EOU, we

have a Cost Recovery Officer from the Customs Department posted at site and that we have given an indemnity bond (B-17 Bond) to the Commissioner of Customs of over Rs. 2 crores for the duty-free receipt of raw materials and capital goods. Further, our sales till the date of the letter was 98% sales of service and the remaining 2% sales are export product sales for which we use the statutory declaration form. We have requested the Superintendant of Central Excise to review his stand in light of the clarifications in this letter.

b) Our Company has filed an appeal on February 8, 2007 against the assessment orders

passed under Section 143(3) of I.T. Act by the Assistant Commissioner of Income Tax, Kolkata, in respect of assessment years 2004-2005 disallowing certain expenses, deductions, commissions, brokerage, 10% of communication expenses, legal charges and other miscellaneous expenses. The said appeal comprising of the statement of facts and grounds of appeal was filed. The appeal is pending with the Commissioner of Income Tax (Appeals) – XI, Kolkata. The date of next hearing has not yet been fixed.

B. Contingent liabilities not provided for:

Our contingent liabilities not provided for and outstanding guarantees (as disclosed in our financial statements) include:

Contingent Liabilities

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As at March 31, All figures in Rupees

Particulars 2007 2006 2005 2004 2003

Estimated amount of contract remaining to be executed on capital account and not provided for 73,463,523 21,428,616 - -

23,751,055

Guarantee issued by a Bank to a Government agency on behalf of the Company 4,062,000 2,178,100 668,500

526,100

526,100

77,525,523 23,606,716 668,500

526,100

24,277,155 C. Material Developments

Except as disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 233, in the opinion of our Board, there have not arisen, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, any circumstances that materially or adversely affect or are likely to affect our profitability taken as a whole or the value of its consolidated assets or its ability to pay its material liabilities within the next 12 months.

II. Material Outstanding Litigation and Developments/Proceedings instituted by our Company

Civil Suits

a) Our Company has filed a civil suit No. 130 of 2004 in the High Court of Calcutta against Anil

Chandra Ghosh (the “Defendant”), who was appointed as the President and Chief Executive Officer of our Company in 1998. He thereafter tendered his resignation from the said position pursuant to his letter dated September 15, 2003. We have prayed for a permanent injunction against the Defendant restraining him from using or communicating in any manner or form any information relating to results of research obtained by him during his course of employment, from communicating with our clients or seeking to do business with our clients, and from carrying on any business similar to our Company’s. We had sufficient reasons to conclude that the Defendant had breached the terms of his contract of employment and that he was influential in enticing away certain key employees of our Company to another research organization where he has joined subsequent to his resignation. We had also informed the Defendant pursuant to a letter dated April 6, 2004 that we were ready and willing to pay by way of full and final settlement of his outstanding dues, provided he would not act in breach of his obligations towards our Company. The High Court passed an interim order dated May 17, 2004 restraining the Defendant from seeking to communicate with our clients. This order was subsequently modified by an order of the High Court dated May 21, 2004 stating that the Defendant would, however, not be prohibited from undertaking any project work for an agency in which he was never engaged by our Company. Pursuant to a final hearing on August 14, 2006, the said ad interim orders were directed to continue till the disposal of the suit. The date of next hearing of the suit has not yet been fixed.

b) Our Company has filed a civil suit No. 129 of 2004 (G.A. No. 1826) in the High Court of

Judicature at Calcutta against Dr. Balaram Patro (the “Defendant”), who was appointed and joined our Company as Senior Research Scientist on November 1, 2000 pursuant to our letter of appointment dated August 8, 2000. The Defendant was subsequently promoted to the position of Principal Research Scientist in or about January 15, 2004 but resigned from our Company pursuant to his letter of resignation dated February 11, 2004. We have prayed for a permanent injunction against the Defendant restraining him from using or communicating in any manner or form any information relating to results of research obtained by him during his course of employment, from communicating with our clients or seeking to do business with our clients, and from carrying on

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any business similar to our Company’s. We have also stated in the abovementioned suit that the confidentiality, non-competition and non-solicitation agreements executed by the Defendant with our Company contain negative covenants reasonable enough to enforce the said prayers against him. The High Court passed an interim order dated May 17, 2004 restraining the Defendant from seeking to communicate with our clients. This order was subsequently modified by an order of the High Court dated May 21, 2004 stating that the Defendant would, however, not be prohibited from undertaking any project work for an agency in which he was never engaged by our Company. Pursuant to a final hearing on August 14, 2006, the said ad interim orders dated May 17, 2004 and May 21, 2004 were directed to continue till the disposal of the suit. The date of next hearing of the suit has not yet been fixed.

III. Litigation against the Directors of our Company A. Outstanding Litigation and Material Developments/Proceedings against the Directors Dr. Purnendu Chatterjee

A claim has been filed in the State of New York by a third party agent for payment of additional commission.

B. Details of past penalties imposed on the Directors

Dr. Purnendu Chatterjee In January 1993, he settled a civil complaint filed by the Securities and Exchange Commission resulting in the payment of a civil payment.

IV. Litigation against our Subsidiaries

LabVantage US is a defendant in a civil action brought against it on August 2007 by a customer in connection with the alleged failure of LabVantage US to comply with the terms of contract between the parties, as well as other related allegations of tort and non-performance. In the suit, the plaintiff is seeking approximately $570,000 plus legal costs and damages. LabVantage US is currently evaluating the response to this suit.

V. Litigation against the Promoter Group Companies

TCGIvega There is one civil litigation pending in the San Jose Division Court for USD 312,000. Pench Power Limited There is an appeal pending under Section 260 A of the I.T. Act by the Commissioner of the I.T. Act against the order of the Income Tax Appellate Tribunal, New Delhi passed in ITA No. 1360/Delhi/2005 for the assessment year 2002-03. The matter pertains to the return of the income for the annual year 2002-03. The amount in question is Rs. 50,006,026. Chatterjee Petrochem (India) Private Limited The company’s ownership of 155,099,998 shares in Haldia Petrochemicals Limited is a subject matter of litigation.

VI. Other Matters

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In the opinion of our Board, except as disclosed below, there are no outstanding litigations, pertaining to matters likely to have material impact on the operations and finances of our Company.

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GOVERNMENT AND OTHER APPROVALS In view of the approvals listed below, our Company can undertake this Issue and no further approvals from any governmental or regulatory authority or any other entity are required to undertake the Issue or continue our business activities. Unless otherwise stated, these approvals are all valid as of the date of this Draft Red Herring Prospectus. APPROVALS OBTAINED 1. Approval from the National Stock Exchange dated [•] 2. Approval from the Bombay Stock Exchange dated [•] 3. The Board has, pursuant to a resolution dated September 1, 2007 authorized the Issue. The

shareholders of the Company have, pursuant to a resolution dated September 18, 2007 authorized the Issue.

4. Other approvals: We have received the following significant Government and other approvals pertaining to our business which is conducted through our subsidiaries:

Approval Reference Number Issue Date Expiry Date 1 Provisional no-objection certificate in

favour of Webel Carbon and Metal Film Resistors Limited from the West Bengal Fire and Emergency Services of fire safety measures for the proposed G+II, Chemistry Laboratory Building at Premises No. Block BN, Plot No. 7, Sector V, Salt Lake City, Kolkata 700091

WBFES/9511/06/Bidhan/CB/354/06 (369/06)

October 17, 2006

Final no-objection certificate subject to meeting of the requirements stated in the provisional no-objection certificate.

2 Registration certificate issued under the West Bengal Shops and Establishment Act, 1963

Registration No. N 24Pgs/Bidhannagar (E)/P-II/1295

July 11, 2007

Not applicable

3 Renewal of license to work a factory under the Factories Act, 1948

License No. 15419 Registration No. 24-TP(N)/x/2001

August 14, 2007

December 31, 2007

4 Registration issued by the Government of India, Ministry of Environment & Forests under the “Breeding of and Experiments on Animals (Control and Supervision) Rules 1998

Registration No. 1068/bc/07/CPCSEA

May 24, 2007

Not applicable

5 Letter of permission by the Development Commissioner, SEEPZ Special Economic Zone for research and development on bio technology, pharmacology, drugs and pharmaceuticals at International Biotechnology Park, Bio Resource Centre, Pune

SEEPZ:IA(II)PER:64(2005)/56/2005-06/10689

November 29, 2005

November 29, 2008

6 Extension of validity of letter of permission under 100% EOU being No. 2(1)/C-1/2000/14542 dated March 29, 2000

F.No. 2(1)/C-1/2004/7166-7167

February 14, 2006

February 15, 2009

7 No-objection certificatefrom the District Magistrate, North 24 Parganas, J.M. Department, Baraset, West Bengal granting permission for storage of 2 kg of sodium/potassium cyanide under the custody of Dr. Subho Roy,

Memo No. 754/J.M August 8, 2005

Not applicable

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Chembiotek Research International Private Limited at Block BN, Plot 7, Sector V, Salt Lake City, Kolkata 700091

8 No-objection certificate from Food and Drugs Department, Pune granting permission for storage of sodium and potassium cyanide at International Biotechnology Park, Bio Resource Centre, Genesis Campus, 1st and 3rd Floor, Phase II, Mulshi, Hinjewadi, Pune 411 057

J.K.OV/V/3215/2006/3 (Company to provide translation from Marathi into English)

December 29, 2006

Not applicable

9 Permission of analytical/chemistry research manufacture or service as required by the industry for a value of Rs. 30 lakhs issued by the Assistant Development Commissioner, Falta Special Economic Zone

2(1)/C-1/2004/5716 November 2, 2004

Not applicable

1 Consent granted by the Maharashtra Pollution Control Board to operate under Section 26 of Water (Prevention and Control of Pollution) Act, 1974 and under Air (Prevention and Control of Pollution) Act, 1981 and authorization/renewal of authorization under Rule 5 of Hazardous Wastes (Management and Handling) Rules, 1989 at Phase IV, International Biotech Park, Bioresearch Center, Genesis Campus, 3rd Floor, Mulshi, Hinjewadi, Pune

Consent No. BO/RO-Pune/PCI-I/EIC-1148/06/R/CC-307

August 5, 2006

June 30, 2011

1 Consent to establish (no-objection certificate) for research and development works on drug granted by the West Bengal Pollution Control Board under Water (Prevention and Control of Pollution) Act, 1974 to operate at Block BN, Plot 7, Sector V, Salt Lake, Kolkata

Memo No. 228-2N/ZII/0/82-06-07

September 28, 2006

Not applicable

1 Approval of plan granted by the Chief Inspector of Factories, West Bengal granted to the Company at Block BN, Plot 7, Sector V, Salt Lake, Kolkata

716/P July 7, 2004 Not applicable

1 Approval of building plan granted by Biddhannagar Municipality, Kolkata

V/BM/304 December 27, 2006

December 26, 2009

1 Registration with Gram Panchayat in village Mann

Not applicable July 21, 2007

Not applicable

1 No-objection certificate from Radiology Physics and Advisory Division, Bhabha Atomic Research Center approving the layout plan of the laboratory located at Block BN, Plot 7, Sector V, Salt Lake Electronic Complex, Kolkata 700091 from radiation safety point of view

RP&AD/MPSS/RES/WB-83/130/2003

March 12, 2003

Not applicable

1 No-objection certificate from Radiology Physics and Advisory Division, Bhabha Atomic Research Center for usage of 1.85MBq to 1.85 GBq per year of radionuclides

RP&AD/MPSS/Res-Adv/WB-83/229/05

January 2005 Not applicable

Taxation Related Approvals

Approval Reference Number Issue Date Expiry Date PAN AABCC041D Not applicable

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Certificate of Importer-Exporter Code 4099000214 January 18, 2007

Not applicable

Renewal of license for private bonded ware by the Commissioner of Customs, Customs House, Calcutta for properties situated at Block BN, Plot 7, Sector V, Salt Lake Electronic Complex, Kolkata 700091 and BIPL, Block EP and GP, 2nd Floor, Sector V, Salt Lake City, Kolkata 700091

License No. 113 February 14, 2002

February 2, 2011

License to warehouse capital goods, raw materials, components etc. and other required items for 100% EOU scheme intended for the purpose of providing services of research and development work in biotechnology, pharmacology and activities related to it in the bond, issued by Deputy Commissioner, Central Excise for property situated at International Biotechnology Park, BioResource Centre, Genesis Campus, 1st and 3rd Floor, Phase II, Mulshi, Hinjewadi, Pune 411 057. The total area of the bonded warehouse is approximately 1604.6525 square metres.

License No. P IV/CUS-EOU/38/2005-06

January 5, 2006

November 28, 2008

Registration under the West Bengal Sales Tax Rules, 1995

Certificate of registration no. 19442139129

May 22, 2005

Not applicable

Registration under the West Bengal Value Added Tax Rules, 2005

Certificate of Registration No. 19442139032

November 2, 2006 (valid from April 1, 2005)

Not applicable

Registration under the Central Sales Tax (Registration and Turnover) Rules, 1957

Certificate of Registration No. 19442139226

March 31, 2005

Not applicable

Registration with the Central Excise Department issued by the Assistant Commissioner, Service Tax Division

Service Tax Code: AABCC0401DST001

November 21, 2006

Not applicable

Registration for central sales tax under Central Sales Tax Act, 1956 with Sales Tax Department, Government of Maharashtra

27570620483C July 30, 2007

Not applicable

Registration for value added tax with the Sales Tax Division, Government of Maharahstra

27570620483V July 30, 2007

Not applicable

Corporate Approvals

Approval Issue Date Expiry Date Certificate of incorporation of “Chembiotek Research Private Limited”

August 3, 1998

Valid till cancellation or winding up

Certificate of incorporation of “Chembiotek Research International Private Limited”

February 12, 2002

Valid till cancellation or winding up

Certificate of incorporation of “TCG Lifesciences Private Limited”

August 21, 2007

Valid till cancellation or winding up

Certificate of incorporation of “TCG Lifesciences Limited”

September 17, 2007

Valid till cancellation or winding up

Intellectual Property Related Approvals

262

Our wholly-owned subsidiary has the following trademark registration:

S.no. Trade Mark No.

Proprietor Name of the mark

Date of registration

Class Goods/Service Description

1. 2816026 LabVantage Solutions Inc.

February 24, 2004

9, 42 Computer software for laboratories in certain areas such as genomics, proteomics, pharmaceutical research and development, pharmaceutical contract research.

Our Company and its wholly-owned subsidiaries have applied for the following trademark registrations:

S.no. Status of Trade Mark

Proprietor Name of the mark

Date of application

Class Goods/Service Description

1. Applied for

TCG Lifesciences Limited

September 26, 2007

01, 05, 40, 42

Chemical used in industry, science, photography, agriculture, horticulture and forestry, unprocessed artificial resin, unprocessed plastics, manure, fire extinguishing compositions, tempering and soldering preparations, chemical substances for preserving food stuffs, tanning substances and adhesive used in industry. Pharmaceutical, veterinary and sanitary preparations, dietetic substances adapted for medical use, food for babies, plasters, materials for dressing, material for stopping teeth, dental wax, disinfectants, preparation for destroying vermin, fungicides and herbicides. Treatment of materials. Providing of foods and drinks, temporary accommodation, medical, hygienic and beauty care, veterinary and agricultural services, legal services, scientific and industrial research, computer programming and services that cannot be classified in other classes.

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2. Applied for

TCG Lifesciences Limited

September 26, 2007

01, 05, 40, 42

Chemical used in industry, science, photography, agriculture, horticulture and forestry, unprocessed artificial resin, unprocessed plastics, manure, fire extinguishing compositions, tempering and soldering preparations, chemical substances for preserving food stuffs, tanning substances and adhesive used in industry. Pharmaceutical, veterinary and sanitary preparations, dietetic substances adapted for medical use, food for babies, plasters, materials for dressing, material for stopping teeth, dental wax, disinfectants, preparation for destroying vermin, fungicides and herbicides. Treatment of materials Providing of foods and drinks, temporary accommodation, medical, hygienic and beauty care, veterinary and agricultural services, legal services, scientific and industrial research, computer programming and services that cannot be classified in other classes.

3. Applied for

Clininvent Solutions Inc.

September 26, 2007

05,42 Pharmaceutical, veterinary and sanitary preparations, dietetic substances adapted for medical use, food for babies, plasters, materials for dressing, material for stopping teeth, dental wax, disinfectants, preparation for destroying vermin, fungicides and herbicides. Providing of foods and drinks, temporary accommodation, medical, hygienic and beauty care, veterinary and agricultural services, legal services, scientific and industrial research, computer programming and services that cannot be classified in other classes.

Approvals awaited:

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We have sought a renewal of trade license pursuant to our letter dated March 17, 2007 to the Nabadiganta Industrial Township Authority for the year 2006-2007 for our property located at Block BN, Plot 7, Sector V, Salt Lake, Kolkata 700091. We have sought an approval/registration from the Joint Chief Contoller of Explosives pursuant to letter dated May 3, 2005, for storage of solvents at our property located at Block BN, Plot 7, Sector V, Salt Lake, Kolkata 700091. Approvals to be applied for: We will be required to obtain consent of the West Bengal Pollution Control Board to operate under Water (Prevention and Control of Pollution) Act, 1974 and under Air (Prevention and Control of Pollution) Act, 1981at Block BN, Plot 7, Sector V, Salt Lake, Kolkata 700091.

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OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue The Issue has been authorized by a resolution of our Board dated Septemeber 1, 2007 and by special resolution passed pursuant to Section 81(1A) of the Companies Act, at the EGM of the shareholders of our Company held on September 18, 2007. We have also obtained all necessary contractual consents required for the Issue. For further information, see section titled “Government and Other Approvals” on page 259. Prohibition by SEBI Our Company, our Directors, our Promoters, Promoter Group entities and companies with which our Directors are associated as directors have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. For further information, see section titled “Outstanding Litigation and Material Developments” on page 255.

Further, our Promoters and Promoter group entities have confirmed that they have not been detained as wilful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are pending against them. Eligibility for the Issue Our Company is an unlisted company not complying with the conditions specified in Clause 2.2.1 of the SEBI Guidelines and are therefore required to meet both the conditions detailed in clause 2.2.2(a) and clause 2.2.2(b) of the SEBI Guidelines. Clause 2.2.2 of the SEBI Guidelines states as follows: “2.2.2 An unlisted company not complying with any of the conditions specified in Clause 2.2.1 may make an initial public offering (IPO) of equity shares or any other security which may be converted into or exchanged with equity shares at a later date, only if it meets both the conditions (a) and (b) given below:

(a) (i) The issue is made through the book-building process, with at least 50% of the issue size being

allotted to the Qualified Institutional Buyers (QIBs), failing which the full subscription monies shall be refunded.

OR

(a)(ii) The “project” has at least 15% participation by Financial Institutions/ Scheduled

Commercial Banks, of which at least 10% comes from the appraiser(s). In addition to this, at least 10% of the issue size shall be allotted to QIBs, failing which the full subscription monies shall be refunded

AND

(b) (i) The minimum post-issue face value capital of the company shall be Rs. 10 crores.

OR

(b) (ii) There shall be a compulsory market-making for at least 2 years from the date of listing of the shares , subject to the following:

(a) Market makers undertake to offer buy and sell quotes for a minimum depth of 300

shares;

266

(b) Market makers undertake to ensure that the bid-ask spread (difference between quotations for sale and purchase) for their quotes shall not at any time exceed 10%;

(c) The inventory of the market makers on each of such stock exchanges, as of the date

of allotment of securities, shall be at least 5% of the proposed issue of the company.”

• Our Company will comply with Clause 2.2.2(a)(i) of the SEBI Guidelines and at least 60% of the Net Issue is proposed to be Allotted to QIBs (in order to comply with the requirements of Rule 19(2)(b) of the SCRR) and in the event our Company fails to do so, the full subscription monies shall be refunded to the Bidders.

• Our Company will comply with the second proviso to Clause 11.3.5(i) of the SEBI Guidelines and

Non-Institutional Bidders and Retail Individual Bidders will be allocated not less than 10% and 30% of the Net Issue respectively.

• Our Company is also complying with Clause 2.2.2(b)(i) of the SEBI Guidelines and the post-Issue

Equity Share capital of our Company shall be Rs. [•] million, which is more than the minimum requirement of Rs. 10 crore (Rs. 100 million).

Hence, our Company is eligible for the Issue under Clause 2.2.2 of the SEBI Guidelines. Further, in accordance with Clause 2.2.2A of the SEBI Guidelines, our Company shall ensure that the number of prospective allottees to whom the Equity Shares will be allotted will be not less than 1,000. DISCLAIMER CLAUSE AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, KOTAK AND ENAM HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 AS FOR THE TIME BEING IN FORCE. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE THE BOOK RUNNING LEAD MANAGERS, KOTAK AND ENAM HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 28, 2007 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992, WHICH READS AS FOLLOWS: “(I) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS, MORE PARTICULARLY REFERRED TO IN THE ANNEXURE, IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE.

(II) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE

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OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:

A) THE DRAFT RED HERRING PROSPECTUS FORWARDED TO SEBI IS IN

CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

B) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE.

(III) BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS ARE VALID.

(IV) WHEN UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE WORTH

OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. (V) WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN

OBTAINED FOR INCLUSION OF THEIR SECURITIES AS PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN AND THE SECURITIES PROPOSED TO FORM PART OF THE PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/SOLD/TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS.”

The filing of the Draft Red Herring Prospectus does not, however, absolve the company from any liabilities under section 63 or section 68 of the Companies Act or from the requirement of obtaining such statutory and/or other clearances as may be required for the purpose of the proposed Issue. SEBI further reserves the right to take up at any point of time, with the Book Running Lead Managers, any irregularities or lapses in the Draft Red Herring Prospectus.” All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring Prospectus with the Registrar of Companies in terms of section 56, section 60 and section 60B of the Companies Act. Disclaimer from the Company and the BRLMs The Book Running Lead Managers and our Company accept no responsibility for statements made otherwise than in the Draft Red Herring Prospectus or in the advertisement or any other material issued by or at our instance and anyone placing reliance on any other source of information would be doing so at his/her own risk. Investors who bid in the Issue will be required to confirm and will be deemed to have represented to the Company and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not Issue, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of the Company. The Company, the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares.

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Caution The BRLMs accept no responsibility, save to the limited extent as provided in the MOU entered into between the BRLMs and our Company dated September 24, 2007, and the Underwriting Agreement. All information shall be made available by us and the BRLMs to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports, at bidding centers or elsewhere. Our Company, the Directors and the BRLMs accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at instance of the above mentioned entities and anyone placing reliance on any other source of information, including our website, www.tcgls.com, would be doing so at his or her own risk. Neither our Company nor the Underwriters are liable to the Bidders for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. Disclaimer in Respect of Jurisdiction This Issue is being made in India to persons resident in India including Indian nationals resident in India who are majors, HUFs, companies and corporate bodies registered under the applicable laws in India and authorized to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), trusts registered under the Indian Trusts Act, 1882, as amended from time to time, or any other trust law and who are authorized under their constitution to hold and invest in shares, public financial institutions as specified in Section 4A of the Companies Act, venture capital funds registered with SEBI, state industrial development corporations, insurance companies registered with Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with minimum corpus of Rs. 250 million and pension funds with minimum corpus of Rs. 250 million, and to non-residents including FVCIs, multilateral and bilateral institutions, FIIs registered with SEBI and eligible NRIs provided that they are eligible under all applicable laws and regulations to hold Equity Shares of the Company. This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Kolkata, India only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been submitted to SEBI. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Disclaimer clause of the BSE As required, a copy of this Draft Red Herring Prospectus shall be submitted to the BSE. The disclaimer clause as intimated by the BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing.

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Disclaimer clause of the NSE As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as intimated by the NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing. Filing A copy of this Draft Red Herring Prospectus will be filed with SEBI at Corporation Finance Department, Plot No. C4-A, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051. A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, would be delivered for registration to the RoC and a copy of the Prospectus to be filed under Section 60 of the Companies Act would be delivered for registration with RoC at the office of the Registrar of Companies, West Bengal, India. Listing Applications have been made to the BSE and the NSE for permission to deal in and for an official quotation of our Equity Shares. [•] will be the Designated Stock Exchange with which the basis of Allotment will be finalized. If the permissions to deal in and for an official quotation of our Equity Shares are not granted by any of the Stock Exchanges, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight days after our Company become liable to repay it, i.e. from the date of refusal or within 15 days from the Bid/Issue Closing Date, whichever is earlier, then the Company and every Director of the Company who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at the rate of 15% p.a. on application money, as prescribed under Section 73 of the Companies Act. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above are taken within seven Working Days of finalization of the basis of Allotment for the Issue. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, which is reproduced below: “Any person who: (a) Makes in a fictitious name, an application to a company for acquiring or subscribing for,

any shares therein, or (b) Otherwise induces a company to allot, or register any transfer of shares, therein to him, or

any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years.” Consents Consents in writing of: (a) the Directors, the Company Secretary, the auditors, the legal advisors, the Bankers to the Company, the Bankers to the Issue; and (b) the Book Running Lead Managers, the Syndicate Member, the Escrow Collection Banks and the Registrar to the Issue to act in their respective capacities, have been obtained and would be filed along with a copy of the Red Herring Prospectus with the RoC as required under Sections 60 and 60B of the Companies Act and such consents will not be withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC.

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In accordance with the Companies Act, 1956 and the SEBI Guidelines, Price Waterhouse & Co., Auditors have given their written consent to the inclusion of their report in the form and context in which it appears in the Draft Red Herring Prospectus and such consent and report has not been withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC. Expert Opinion Our Company has not obtained any expert opinions. Expenses of the Issue Except as disclosed in the sections titled “Objects of the Issue”, “Statement of Tax Benefits” and “Financial Indebtedness” on pages 51, 58 and 246, the expenses of this Issue include, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. The estimated Issue expenses are as under:

(Rs. in million) Activity Expenses

(Rs. in million) As a % of Issue size

As a % of Total Issue Expenses

Lead management fee, underwriting and selling commissions

[•](1) [•] [•]

Advertising and Marketing expenses [•](2) [•] [•] Printing and stationery [•](2) [•] [•] Others (Registrar’s fees, legal fees, etc.) [•](2) [•] [•] Total estimated Issue expenses [•] [•] [•]

1) Will be completed after finalization of the Issue Price. 2) Will be incorporated at the time of filing of the Red Herring Prospectus. All expenses with respect to the Issue will be payable by our Company.

Fees Payable to the Book Running Lead Managers and Syndicate Member The total fees payable to the BRLMs and the Syndicate Member (including underwriting commission and selling commission) will be as stated in the engagement letter with the BRLMs dated September 24, 2007, a copy of which is available for inspection at our Registered Office. Fees Payable to the Registrar to the Issue The fees payable to the Registrar to the Issue for processing of application, data entry, printing of CAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per the Memorandum of Understanding dated September 24, 2007 signed with our Company, a copy of which is available for inspection at our Registered Office. The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable it to send refund orders or allotment advice by registered post/speed post/under certificate of posting. Particulars regarding Public or Rights Issues during the Last Five Years Our Company has not made any public or rights issues during the last five years. Previous issues of shares otherwise than for Cash Our Company has not issued any Equity Shares for consideration otherwise than for cash. Commission and Brokerage paid on Previous Issues of the Equity Shares

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There has been no public issue of our Equity Shares in the past. Thus, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since our Company’s inception. Companies under the Same Management Our Company does not have any companies under the same management within the meaning of Section 370(1) (B) of the Companies Act, other than our Subsidiaries and group companies, the details of which are provided in the sections titled “History and Certain Corporate Matters” and “Our Promoters and Promoter Group” on pages 92 and 111, respectively.

Outstanding Debentures or Bonds Our Company does not have any outstanding debentures or bonds. Promise v/s performance There has been no public issue (including any rights issue to the public) by the Company, any of the Promoter Group Companies or Subsidiaries. For details of the promise versus performance of the group companies, please see the section “History and Certain Corporate Matters” beginning on page 92 of this Draft Red Herring Prospectus. Outstanding Preference Shares Our Company does not have any outstanding preference shares. Stock Market Data of our Equity Shares This being an initial public issue of our Company, the Equity Shares are not listed on any stock exchange. Other Disclosures Other than a transfer of 5 shares by Swapan Bhattacharya and as disclosed in the Draft Red Herring Prospectus, none of our Promoter Group or our Directors have purchased or sold any securities of our Company during a period of six months preceding the date on which this Draft Red Herring Prospectus is filed with SEBI. Mechanism for Redressal of Investor Grievances The memorandum of understanding between the Registrar to the Issue and our Company will provide for retention of records with the Registrar to the Issue for a period of at least three years from the last date of dispatch of letters of allotment, demat credit, refund orders to enable the investors to approach the Registrar to the Issue for redressal of their grievances. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, application number, number of shares applied for, amount paid on application, Depository Participant, and the bank branch or collection centre where the application was submitted. Disposal of Investor Grievances by the Company We estimate that the average time required by our Company or the Registrar to the Issue for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, the Company will seek to redress these complaints as expeditiously as possible. Our Company has appointed Vikash Kumar Agarwal, as the Compliance Officer and he may be contacted in case of any pre-Issue or post-Issue-related problems. He can be contacted at the following address:

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Vikash Kumar Agarwal Block EP&GP Bengal Intelligent Park Building B, Third Floor Salt Lake Electronics Complex Sector V, Kolkata 700091 Telephone: +91 33 4000 3000 Facsimile: +91 33 2367 3058 Email: ipo@tcgls.com Changes in Auditors There have been no changes in our statutory auditors over the last three years, except as below:

S.No. Name of Auditor Date of change Reason for change 1. M/s Rajneesh Agarawal & Co., Chartered

Accountants September 30, 2004 Resignation

2. M/s Price Waterhouse & Co., Chartered Accountants

September 30, 2004 Appointment

Capitalisation of Reserves or Profits Our Company has not capitalized its reserves or profits during the last five years. Revaluation of Assets The Company has not revalued its assets in the last five years. Payment of benefits to officers of our Company Except certain post-retirement benefits and statutory benefits upon termination of their employment or upon superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in the Company or superannuation. None of the beneficiaries of loans and advances are related to our Directors.

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SECTION VII: ISSUE INFORMATION

TERMS OF THE ISSUE The Equity Shares being issued are subject to the provisions of the Companies Act, our Memorandum and Articles, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus, Bid-cum-Application Form, the Revision Form, the CAN and other terms and conditions as may be incorporated in the allotment advices and other documents/ certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the Registrar of Companies, the RBI, the FIPB and/or other authorities, as in force on the date of the Issue and to the extent applicable. Authority for the Issue The Issue has been authorized by a resolution of our Board dated September 1, 2007 and by special resolution passed pursuant to Section 81(1A) of the Companies Act, at the EGM of the shareholders of our Company held on September 18, 2007. Ranking of Equity Shares The Equity Shares being issued shall be subject to the provisions of our Memorandum and Articles and shall rank pari passu with the existing Equity Shares of our Company including rights in respect of dividend. The Allottees in receipt of Allotment of Equity Shares under this Issue will be entitled to dividends and other corporate benefits, if any, declared by the Company after the date of Allotment. Mode of Payment of Dividend Our Company shall pay dividends to shareholders of our Company as per the provisions of the Companies Act. Face Value and Issue Price The face value of the Equity Shares is Rs. 10 each. The Floor Price of Equity Shares is Rs. [•] per Equity Share and the Cap Price is Rs. [•] per Equity Share. At any given point of time there shall be only one denomination for the Equity Shares. Compliance with SEBI Guidelines Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholder Subject to applicable laws, the equity shareholders shall have the following rights: • Right to receive dividend, if declared; • Right to attend general meetings and exercise voting powers, unless prohibited by law; • Right to vote on a poll either in person or by proxy; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation; • Right of free transferability of shares; and • Such other rights, as may be available to a shareholder of a listed public company under the

Companies Act, the terms of the listing agreement executed with the Stock Exchanges, and our Company’s Memorandum and Articles.

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For a detailed description of the main provisions of the Articles of Association relating to dividend, forfeiture and lien, transfer and transmission, and/or consolidation/splitting, please refer to the section “Main Provisions of the Articles of Association” on page 312. Market Lot and Trading Lot In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. As per the applicable law, the trading of our Equity Shares shall only be in dematerialised form. Since trading of our Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in this Issue will be only in electronic form in multiples of [•] Equity Shares, subject to a minimum Allotment of [•] Equity Shares. Jurisdiction Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Kolkata, India. Nomination Facility to Investor In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale 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 our Company or to the registrar and transfer agents of our Company. In accordance with Section 109B of the Companies Act, any Person who becomes a nominee by virtue of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either: • To register himself or herself as the holder of the Equity Shares; or • To make such transfer of the Equity Shares, as the deceased holder could have made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety 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. Since the Allotment of Equity Shares in the Issue will be made only in dematerialised form, there is no need to make a separate nomination with our Company. Nominations registered with respective Depository Participants of the applicant would prevail. If the investors require to change their nomination, they are requested to inform their respective Depository Participant. Minimum Subscription If our Company does not receive the minimum subscription of 90% of the Net Issue, including devolvement of underwriters within 60 days from the Bid/Issue Closing Date, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after our Company becomes liable to pay the amount, our Company shall pay interest prescribed under Section 73 of the Companies Act. Further, in terms of Clause 2.2.2A of the SEBI Guidelines, our Company shall ensure that the number of

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prospective allottees to whom Equity Shares will be Allotted will not be less than 1,000. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold outside the United States to certain persons in offshore transactions in compliance with Regulations under the Securities Act. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Application by Eligible NRIs, FIIs registered with SEBI and FVCIs registered with SEBI It is to be distinctly understood that there is no reservation for NRIs and FIIs registered with SEBI or FVCIs registered with SEBI. Arrangement for disposal of Odd Lots There are no arrangements for disposal of odd lots. Restriction on transfer of shares There are no restrictions on transfers and transmission of shares/ debentures and on their consolidation/ splitting except as provided in our Articles. See “Main Provisions of our Articles of Association” on page 312.

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ISSUE STRUCTURE

The present Issue of 9,500,000 Equity Shares, at a price of Rs. [•] for cash aggregating Rs. [•] million, is being made through the 100% Book Building Process.

QIBs Non-Institutional Bidders

Retail Individual Bidders

Employee Reservation Portion

Number of Equity Shares*

At least 5,400,000 Equity Shares

Not less than 900,000 Equity Shares or Net Issue less allocation to QIB Bidders and Retail Individual Bidders.

Not less than 2,700,000 Equity Shares or Net Issue less allocation to QIB Bidders and Non-Institutional Bidders.

Up to 500,000 Equity Shares

Percentage of Issue size available for allotment/allocation

At least 60% of Net Issue being allocated. However, up to 5% of the QIB Portion shall be available for allocation proportionately to Mutual Funds only.

Not less than 10% of Net Issue or the Net Issue less allocation to QIB Bidders and Retail Individual Bidders.

Not less than 30% of Net Issue or the Net Issue less allocation to QIB Bidders and Non-Institutional Bidders.

Up to 5.26% of the Issue size.

Basis of Allotment/Allocation if respective category is oversubscribed

Proportionate as follows: (a) 270,000 Equity Shares shall be allocated on a proportionate basis to Mutual Funds; and (b) 5,400,000 Equity Shares shall be Allotted on a proportionate basis to all QIBs including Mutual Funds receiving allocation as per (a) above.

Proportionate Proportionate Proportionate

Minimum Bid Such number of Equity Shares that the Bid Amount exceeds Rs. 100,000.

Such number of Equity Shares that the Bid Amount exceeds Rs. 100,000.

[•] Equity Shares. [•] Equity Shares.

Maximum Bid Such number of Equity Shares not exceeding the size of the Net Issue, subject to applicable limits.

Such number of Equity Shares not exceeding the size of the Net Issue subject to applicable limits.

Such number of Equity Shares whereby the Bid Amount does not exceed Rs. 100,000.

Such number of Equity Shares not exceeding the Issue .

Mode of Allotment Compulsorily in Compulsorily in Compulsorily in Compulsorily in

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QIBs Non-Institutional Bidders

Retail Individual Bidders

Employee Reservation Portion

dematerialised form.

dematerialised form. dematerialised form. dematerialised form.

Bid/Allotment Lot [•] Equity Shares in multiples of [•] Equity Shares

[•] Equity Shares in multiples of [•] Equity Shares

[•] Equity Shares in multiples of [•] Equity Shares

[•] Equity Shares in multiples of [•] Equity Shares

Trading Lot One Equity Share

One Equity Share One Equity Share One Equity Share

Who can Apply ** Public financial institutions as specified in Section 4A of the Companies Act, FIIs registered with SEBI, scheduled commercial banks, mutual funds registered with SEBI, multilateral and bilateral development financial institutions, venture capital funds registered with SEBI, foreign venture capital investors registered with SEBI, state industrial development corporations, insurance companies registered with Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with minimum corpus of Rs. 250 million and pension funds with minimum corpus of Rs. 250 million in accordance with applicable law.

Eligible NRIs, Resident Indian individuals, HUF (in the name of Karta), companies, corporate bodies, scientific institutions societies and trusts.

Resident Indian individuals, HUF (in the name of Karta), Eligible NRIs applying for Equity Shares such that the Bid Amount does not exceed Rs. 100,000 in value.

Eligible Employees

Terms of Payment Margin Amount shall be payable at the time of submission of Bid-cum-Application

Margin Amount shall be payable at the time of submission of Bid-cum-Application Form to the members of the Syndicate.

Margin Amount shall be payable at the time of submission of Bid-cum-Application Form to the members of the Syndicate.

Margin Amount shall be payable at the time of submission of Bid-cum-Application Form to the members of the Syndicate.

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QIBs Non-Institutional Bidders

Retail Individual Bidders

Employee Reservation Portion

Form to the members of the Syndicate.

Margin Amount At least 10% of Bid Amount

Full Bid Amount on bidding

Full Bid Amount on bidding

Full Bid Amount on bidding

* Subject to valid Bids being received at or above the Issue Price. In terms of Rule 19 (2)(b) of the SCRR, this is an Issue for less than 25% of the post Issue capital, therefore, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be Allotted to Qualified Institutional Buyers on a proportionate basis out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. Under-subscription, if any, in the Employee Reservation Portion shall be added back to the Net Issue to the Public, and the ratio amongst the investor categories will be at the discretion of the Company, and the BRLMs. In case of under-subscription in the Net Issue, spill-over to the extent of under-subscription shall be permitted from the Employee Reservation Portion. Under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange. The Company is considering a Pre-IPO Placement of upto 1,500,000 Equity Shares with certain investors. The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If the Pre-IPO Placement is completed, then (i) the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post- Issue capital being offered to the public and (ii) the Employee Reservation Portion shall (if required) be accordingly reduced. ** In case the Bid-cum-Application Form is submitted in joint names, the investors should ensure that the demat account is also

held in the same joint names and are in the same sequence in which they appear in the Bid-cum-Application Form. Withdrawal of the Issue The Company, in consultation with the BRLMs, reserve the right not to proceed with the Issue at any time after the Bid/Issue Opening Date but before the Board meeting for Allotment, without assigning any reason therefor. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which the Company shall apply for after Allotment and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. In terms of the SEBI Guidelines, the QIBs shall not be allowed to withdraw their Bids after the Bid/Issue Closing Date. Letters of Allotment or Refund Orders We shall give credit to the beneficiary account with Depository Participants within two Working Days from the date of the finalisation of basis of allocation. Please note that only Bidders having a bank account at any of the 15 centres where the clearing houses for the ECS are managed by the RBI are eligible to receive refunds through the modes stated above. For all the other Bidders, including Bidders who have not updated their bank particulars, alongwith the nine-digit MICR code, the refund orders shall be dispatched within 15 days of the Bidding/ Issue Closing Date “Under Certificate of Posting” for refund orders less than Rs. 1,500 and through speed post/registered post or Direct Credit, NEFT, RTGS or ECS at the sole or first Bidder’s sole option, for refund orders exceeding Rs. 1,500. Interest in Case of Delay in Dispatch of Allotment Letters/ Refund Orders In accordance with the Companies Act, the requirements of the Stock Exchanges and SEBI Guidelines, we undertake that: • Allotment shall be made only in dematerialised form within 15 days from the Bid/ Issue Closing

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Date; • that where refunds are made through electronic transfer of funds, a suitable communication shall

be sent to the applicant within 15 days of the Bid/Issue Closing Date, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; and

• We shall pay interest at 15% p.a., if Allotment is not made, refund orders are not dispatched and/ or demat refund instructions have not been given to the clearing system in the disclosed manner within the 15 day time prescribed above.

We will provide adequate funds required for dispatch of refund orders or Allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Bidding/ Issue Programme

BID/ISSUE OPENS ON [•], 2007 BID/ISSUE CLOSES ON [•], 2007

Bids and any revision in Bids will be accepted only between 10.00 a.m and 3.00 p.m. (Indian Standard Time) during the Bid / Issue Period as mentioned above at the bidding centers mentioned in the Bid cum Application Form except that on the Bid/Issue Closing Date, Bids and any revision in Bids will only be accepted only between 10.00 a.m and 3.00 p.m (Indian Standard Time) and uploaded until (i) 5.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders and (ii) such time as permitted by the NSE and the BSE, in case of Bids by Retail Individual Bidders. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 3.00 p.m (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in public offerings, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will only be accepted on working days, i.e., Monday to Friday (excluding any public holiday). The Company reserves the right to revise the Price Band during the Bidding/Issue Period in accordance with the SEBI Guidelines provided that the Cap Price is less than or equal to 120% of the Floor Price. The Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least one day before the Bid /Issue Opening Date. In case of revision in the Price Band, the Bidding/ Issue Period will be extended for three additional days after revision of Price Band subject to the Bidding/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bidding/ Issue Period, if applicable, will be widely disseminated by notification to the NSE and the BSE, by issuing a press release, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate.

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ISSUE PROCEDURE Book Building Procedure In terms of Rule 19(2)(b) of the SCRR, this is an Issue for less than 25% of post Issue capital of the Company, therefore, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be Allocated to Qualified Institutional Buyers (“QIB”). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIBs including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to 500,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid bids being received at or above the Issue Price. Bidders are required to submit their Bids through the members of the Syndicate only. Further, QIB Bids can be submitted only through the BRLMs. In case of QIB Bidders, the Company in consultation with the BRLMs, as the case may be, may reject Bids procured by, at the time of acceptance of Bid-cum-Application Form provided that the reasons for rejecting the same shall be disclosed to such Bidders in writing. In case of Non-Institutional Bidders and Retail Individual Bidders, our Company would have a right to reject the Bids only on technical grounds. Investors should note that Equity Shares would be allotted to all successful Bidders only in dematerialized form. Bidders will not have the option of getting Allotment of the Equity Shares in physical form. The Equity Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchange. Bid-cum-Application Form Bidders shall only use the specified Bid-cum-Application Form bearing the stamp of a member of the Syndicate for the purpose of making a Bid in terms of the Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in the Bid-cum-Application Form and such options shall not be considered as multiple Bids. Upon the allocation of Equity Shares, dispatch of the CAN, and filing of the Prospectus with the RoC, the Bid-cum-Application Form shall be considered as the Application Form. Upon completing and submitting the Bid-cum-Application Form to a member of the Syndicate, the Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus and the Bid-cum-Application Form as would be required for filing the Prospectus with the RoC and as would be required by RoC after such filing, without prior or subsequent notice of such changes to the Bidder. The prescribed colour of the Bid-cum-Application Form for various categories, is as follows:

Category Colour of Bid-cum-Application Form

Indian public, Eligible NRIs applying on a non-repatriation basis White Non-residents, Eligible NRIs, FVCIs or FIIs, multilateral and bilateral financial institutions applying on a repatriation basis

Blue

Bidders in the Employee Reservation Portion Pink Who can Bid? 1. Persons eligible to invest under all applicable laws, rules, regulations and guidelines.

2. Indian nationals resident in India who are majors, or in the names of their minor children as natural/legal guardians in single or joint names (not more than three);

3. HUF, in the individual name of the Karta. The Bidder should specify that the Bid is being made in

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the name of the HUF in the Bid-cum-Application Form as follows: “Name of Sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those from individuals;

4. Companies and corporate bodies registered under the applicable laws in India and authorised to invest in equity shares;

5. Indian Mutual Funds registered with SEBI;

6. Eligible NRIs on a repatriation basis or on a non-repatriation basis subject to applicable laws. NRIs, other than Eligible NRIs, are not eligible to participate in this Issue;

7. Indian Financial Institutions, commercial banks (excluding foreign banks), regional rural banks, co-operative banks (subject to RBI regulations and the SEBI Guidelines and regulations, as applicable);

8. FIIs registered with SEBI;

9. Venture Capital Funds registered with SEBI;

10. State Industrial Development Corporations;

11. Multilateral and bilateral development financial institutions;

12. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to trusts/societies and who are authorised under their constitution to hold and invest in equity shares;

13. Scientific and/or industrial research organisations in India authorised to invest in equity shares;

14. Insurance Companies registered with the IRDA;

15. Subject to the applicable law, Provident funds with minimum corpus of Rs. 250 million and who are authorised under their constitution to hold and invest in equity shares;

16. Pension funds with minimum corpus of Rs. 250 million and who are authorised under their constitution to hold and invest in equity shares;

17. Permanent employees of the Company and Subsidiaries including directors, whether whole-time directors or part time directors, as of [•] and are Indian nationals and are present in India on the Bid/Issue Opening Date and is present in India on the date of submission of the Bid-cum-Application Form;

18. As per existing regulations promulgated under the FEMA, OCBs cannot Bid in the Issue; and

19. Certain of our Promoter Group that are not controlled by our Promoters.

Participation by Associates of the BRLMs and Syndicate Member: The BRLMs shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their underwriting obligations. However, associates and affiliates of the BRLMs and Syndicate Member may subscribe to Equity Shares in the Issue either in the QIB Portion or in Non Institutional Portion as may be applicable to such investors, where the Allocation is on a proportionate basis. Such bidding and subscription may be on their own account or on behalf of their clients. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. The information below is given for the benefit of the Bidders. The Company and the BRLMs are not liable for any amendments or modifications or changes in applicable laws or regulations, which may

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occur after the date of the Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws, regulations or approvals. Bids by Mutual Funds An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Fund Portion. In the event that the demand is greater than [•] Equity Shares, allocation shall be made to Mutual Funds on proportionate basis, to the extent of the Mutual Funds Portion. The remaining demand by Mutual Funds shall, as part of the aggregate demand by QIB Bidders, be made available for allocation proportionately out of the remainder of the QIB Portion, after excluding the allocation in the Mutual Fund Portion. The Bids made by the asset management companies or custodian of Mutual Funds shall specifically state the names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. As per the current regulations, the following restrictions are applicable for investments by Mutual Funds: No Mutual Fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related instruments of any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Bids by Eligible NRIs 1. Bid-cum-Application Forms will be made available for Eligible NRIs at our registered and

corporate office, with the members of the Syndicate or the Registrar to the Issue. 2. Eligible NRI Bidders may note that only such Bids as are accompanied by payment in free foreign

exchange shall be considered for Allotment. Eligible NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the Bid cum Application Form meant for Resident Indians [pink in colour].

Bids by FIIs As per the current regulations, the following restrictions are applicable for investments by FIIs: The issue of Equity Shares to a single FII should not exceed 10% of our post-Issue issued capital (i.e. 10% of [•] Equity Shares). In respect of an FII investing in our Equity Shares on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of our total issued capital or 5% of our total issued capital in case such sub-account is a foreign corporate or an individual. As of now, the aggregate FII holding in our Company cannot exceed 24% of our total issued capital. The said 24% limit can be increased up to 100% by passing a resolution by the Board followed by passing a special resolution to that effect by the shareholders of our Company. The Company has not obtained board or shareholders approval to increase the FII limit to more than 24%.

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Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995, as amended, an FII or its sub account may issue, deal or hold, off shore derivative instruments such as Participatory Notes, equity-linked notes or any other similar instruments against underlying securities listed or proposed to be listed on any stock exchange in India only in favour of those entities which are regulated by any relevant regulatory authorities in the countries of their incorporation or establishment subject to compliance of “know your client” requirements. An FII or sub-account shall also ensure that no further downstream issue or transfer of any instrument referred to hereinabove is made to any person other than a regulated entity. Bids by SEBI registered FVCIs and Venture Capital Funds As per the current regulations, the following restrictions are applicable for SEBI registered FVCIs and VCFs: The Securities and Exchange Board of India (Venture Capital) Regulations, 1996 and the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000 prescribe investment restrictions on venture capital funds registered with SEBI. Accordingly, the holding by any individual VCF in one company should not exceed 25% of the corpus of the VCF. An FVCI can invest its entire funds committed for investments into India in one company. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription to an initial public offer. The SEBI has issued a press release on October 16, 2006 stating that the shareholding of SEBI-registered VCFs and FVCIs held in a company prior to making an initial public offering would be exempt from lock-in requirements only if the shares have been held by them for at least one year prior to the time of filing the draft prospectus with SEBI. The above information is given for the benefit of the Bidders. The Bidders are advised to make their own enquiries about the limits applicable to them. The Company and the BRLMs do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. The Company and the BRLMs are not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations. Maximum and Minimum Bid Size (a) For Retail Individual Bidders: The Bid must be for a minimum of [•] Equity Shares and in

multiples of [•] Equity Share thereafter, so as to ensure that the Bid Amount (provided revision of Bids, if any) payable by the Bidder does not exceed Rs. 100,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Amount does not exceed Rs. 100,000. In case the Bid Amount is over Rs. 100,000 due to revision of the Bid or revision of the Price Band or on exercise of Cut-off option, the Bid would be considered for allocation under the Non-Institutional Bidders portion. The Cut-off option is an option given only to the Retail Individual Bidders indicating their agreement to Bid and purchase at the final Issue Price as determined at the end of the Book Building Process.

(b) For Non-Institutional Bidders and QIBs: The Bid must be for a minimum of such number of

Equity Shares such that the Bid Amount exceeds Rs. 100,000 and in multiples of [•] Equity Shares thereafter. A Bid cannot be submitted for more than the Net Issue. However, the maximum Bid by a QIB investor should not exceed the investment limits prescribed for them by applicable laws. Under existing SEBI Guidelines, a QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay QIB Margin upon submission of Bid.

In case of revision in Bids, the Non-Institutional Bidders, who are individuals, have to ensure that

the Bid Amount is greater than Rs. 100,000 for being considered for allocation in the Non-Institutional Portion. In case the Bid Amount reduces to Rs. 100,000 or less due to a revision in Bids or revision of the Price Band, Bids by Non-Institutional Bidders who are eligible for

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allocation in the Retail Portion would be considered for allocation under the Retail Portion. Non-Institutional Bidders and QIBs are not allowed to Bid at ‘Cut-off’.

(c) For Employee Reservation Portion: The Bid must be for a minimum of [●] Equity Shares and in

multiples of [●] Equity Shares thereafter. Bidders in the Employee Reservation Portion applying for a maximum Bid in any of the bidding options not exceeding Rs. [●] may bid at Cut-off Price. The allotment in the Employee Reservation Portion will be on a proportionate basis.

Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red Herring Prospectus. Refund amounts following a permitted withdrawal of a Bid shall be paid in the manner described under paragraph “Payment of Refund”. Information for the Bidders: Eligible investors who are interested in subscribing for the Equity Shares should approach any of the BRLMs or Syndicate Member or their authorized agent(s) to register their Bids. 1. The Company will file the Red Herring Prospectus with the RoC at least three days before the

Bid/Issue Opening Date. 2. The Company and the BRLMs shall declare the Bid/Issue Opening Date, Bid/Issue Closing Date

and Price Band at the time of filing the Red Herring Prospectus with the RoC and also publish the same in three widely circulated newspapers (one each in English, Bengali and Hindi). This advertisement, subject to the provisions of S. 66 of the Companies Act shall be in the format prescribed in Schedule XX – A of the SEBI DIP guidelines, as amended by SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 date January 25, 2005.

3. The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the

Bid-cum-Application Form to potential investors. 4. Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Red

Herring Prospectus and/ or the Bid-cum-Application Form can obtain the same from our Registered Office or from any of the members of the Syndicate.

5. Eligible investors who are interested in subscribing for the Equity Shares should approach any of

the BRLMs or Syndicate Member or their authorized agent(s) to register their Bids. 6. The members of the Syndicate shall accept Bids from the Bidder during the Issue Period in

accordance with the terms of the Syndicate Agreement. 7. The Bids should be submitted on the prescribed Bid-cum-Application Form only. Bid-cum-

Application Forms should bear the stamp of the members of the Syndicate. Bid-cum-Application Forms, which do not bear the stamp of the members of the Syndicate, will be rejected.

8. The Price Band has been fixed at Rs. [•] to Rs. [•] per Equity Share of Rs. [•] each, Rs. [•] being

the lower end of the Price Band and Rs. [•] being the higher end of the Price Band. The Bidders can bid at any price within the Price Band, in multiples of Rs. [•].

9. The Company in consultation with the BRLMs reserves the right to revise the Price Band, during

the Bidding/Issue Period, in accordance with SEBI Guidelines. The higher end of the Price Band should not be more than 20% of the lower end of the Price Band. Subject to compliance with the immediately preceding sentence, the lower end of the Price Band can move up or down to the extent of 20% of the lower end of the Price Band disclosed in the Red Herring Prospectus.

10. The Company in consultation with the BRLMs can finalise the Issue Price within the Price Band,

without the prior approval of, or intimation, to the Bidders.

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Method and Process of Bidding 1. The Company and the BRLMs shall declare the Bid/Issue Opening Date, the Bid/Issue Closing

Date and Price Band in the Red Herring Prospectus to be filed with the RoC and also publish the same in three widely circulated national newspapers (one each in English, Bengali and Hindi). This advertisement, subject to the provisions of Section 66 of the Companies Act, shall be in the format prescribed in Schedule XX-A of the SEBI Guidelines, as amended by the SEBI Circular No. SEBI/CFD/DIL/DIP/17/2005/11/11 dated November 11, 2005. The BRLMs and Syndicate Member shall accept Bids from the Bidders during the Bidding Period in accordance with the terms of the Syndicate Agreement.

2. The Bidding/Issue Period shall be for a minimum of three Working Days and not exceeding seven

Working Days. In case of revision in the Price Band, the Bidding/ Issue Period will be extended for three additional days after revision of Price Band subject to a maximum of 10 Working Days. Any revision in the Price Band and the revised Bidding/ Issue Period, if applicable, will be widely disseminated by notification to the NSE and the BSE, by issuing public notices in three widely circulated newspapers (one each in English, Hindi and Bengali), and also by indicating the change on the websites of the BRLMs and at the terminals of the members of the Syndicate.

3. During the Bid/Issue Period, eligible investors who are interested in subscribing for the Equity

Shares should approach the members of the Syndicate or their authorised agents to register their Bid.

4. Each Bid-cum-Application Form will give the Bidder the choice to Bid for up to three optional

prices (for details refer to the paragraph titled “Bids at Different Price Levels” on page 285) within the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid-cum-Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares Bid for by a Bidder at or above the Issue Price will be considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Price, will become automatically invalid.

5. The Bidder cannot Bid on another Bid-cum-Application Form after Bids on one Bid-cum-

Application Form have been submitted to any member of the Syndicate. Submission of a second Bid-cum-Application Form to either the same or to another member of the Syndicate will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph titled “Bids at Different Price Levels and Revision of Bids” on page 285.

6. The members of the Syndicate will enter each Bid option into the electronic bidding system as a

separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid-cum-Application Form.

7. During the Bidding/Issue Period, Bidders may approach the members of the Syndicate to submit

their Bid. Every member of the Syndicate shall accept Bids from all clients / investors who place orders through them and shall have the right to vet the Bids, subject to the terms of the Syndicate Agreement and the Red Herring Prospectus.

8. Along with the Bid-cum-Application Form, all Bidders will make payment in the manner

described under the paragraph titled “Terms of Payment and Payment into the Escrow Accounts” on page 294.

Bids at Different Price Levels and Revision of Bids 1. The Price Band has been fixed at Rs. [•] to Rs. [•] per Equity Share, Rs. [•] being the Floor Price

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and Rs. [•] being the Cap Price. The Bidders can Bid at any price within the Price Band in multiples of Re. 1.

2. The Company, in consultation with the BRLMs, reserves the right to revise the Price Band during

the Bid/Issue Period in accordance with the SEBI Guidelines. The cap on the Price Band should not be more than 20% of the Floor Price. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band disclosed in the Red Herring Prospectus.

3. In case of a revision of the Price Band, the Bid/Issue Period shall be extended for three additional

Working Days, subject to a maximum of 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the NSE and the BSE, by issuing a public notice in three widely circulated national newspapers (one each in English, Bengali and Hindi) with a wide circulation, and also by indicating the change on the website of the BRLMs and at the terminals of the members of the Syndicate.

4. The Company, in consultation with the BRLMs, can finalize the Issue Price within the Price Band

without the prior approval of, or intimation to, the Bidders. 5. The Bidder can Bid at any price within the Price Band. The Bidder has to Bid for the desired

number of Equity Shares at a specific price. 6. Retail Individual Bidders and Eligible Employees applying for a maximum Bid in any of the

bidding options not exceeding Rs. 100,000 may Bid at Cut-off Price. However, bidding at Cut-off Price is QIB and Non-Institutional Bidders and such Bids shall be rejected.

6. Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion

who Bid at the Cut-Off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders and Eligible Employees under the Employee Reservation Portion bidding at Cut-Off Price shall deposit the Bid Price based on the higher end of the Price Band in the Escrow Account. In the event the Bid Price is higher than the subscription amount payable by the Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion, who Bid at Cut off Price (i.e., the total number of Equity Shares allocated in the Issue multiplied by the Issue Price), the Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion who Bid at Cut off Price, shall receive the refund of the excess amounts from the Escrow Account.

7. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders,

Eligible Employees bidding in the Employee Reservation Portion, who had Bid at Cut-off Price could either (i) revise their Bid or (ii) make additional payment based on the higher end of the Revised Price Band (such that the total amount i.e., original Bid Price plus additional payment does not exceed Rs. 100,000 for Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion if such Bidder wants to continue to bid at Cut-off Price), with the members of the Syndicate [to whom the original Bid was submitted]. In case the total amount (i.e., original Bid Price plus additional payment) exceeds Rs. 100,000 for Retail Individual Bidders, Eligible Employees bidding in the Employee Reservation Portion, the Bid will be considered for allocation under the Non-Institutional Portion in terms of this Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the higher end of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of Allotment, such that the no additional payment would be required from such Bidder and such Bidder is deemed to have approved such revised Bid at Cut-off Price.

8. In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders

and Eligible Employees bidding in the Employee Reservation Portion who have Bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account.

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9. In the event of any revision in the Price Band, whether upwards or downwards, the minimum application size shall remain [•] Equity Shares irrespective of whether the Bid Price payable on such minimum application is not in the range of Rs. 5,000 to Rs. 7,000.

Build up of the Book and Revision of Bids 1. During the Bidding/Issue Period, any Bidder who has registered his or her interest in the Equity

Shares at a particular price level is free to revise his or her Bid within the Price Band using the printed Revision Form, which is a part of the Bid-cum-Application Form.

2. Revisions can be made in both the desired number of Equity Shares and the Bid price by using the

Revision Form. Apart from mentioning the revised options in the revision form, the Bidder must also mention the details of all the options in his or her Bid-cum-Application Form or earlier Revision Form. For example, if a Bidder has Bid for three options in the Bid-cum-Application Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being revised, in the Revision Form. The members of the Syndicate will not accept incomplete or inaccurate Revision Forms.

3. The Bidder can make this revision any number of times during the Bidding/Issue Period.

However, for any revision(s) in the Bid, the Bidders will have to use the services of the same member of the Syndicate through whom he or she had placed the original Bid.

4. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made

only in such Revision Form or copies thereof.

5. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of the Red Herring Prospectus. In case of QIB Bidders, the BRLMs and/or their affiliates shall collect the payment in the form of cheque or demand draft for the incremental amount in the QIB Margin Amount, if any, to be paid on account of the upward revision of the Bid at the time of one or more revisions by the QIB Bidders.

6. When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised

TRS from the members of the Syndicate. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid. Only Bids that are uploaded on the online IPO system of the NSE and the BSE shall be considered for Allotment. In the event of a discrepancy of data between the Bids registered on the online IPO system and the physical Bidcum Application form, the decision of the Company in consultation with the BRLMs, based on the physical records of the Bid cum Appliation forms, shall be final and binding on all concerned.

Bids and revisions of Bids must be: 1. Made only in the prescribed Bid-cum-Application Form or Revision Form, as applicable (white

colour for Resident Indians, blue colour for NRIs and FIIs applying on a repatriation basis and pink colour for Bidders under Employee Reservation portion).

2. Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions

contained herein, in the Bid-cum-Application Form or in the Revision Form. Incomplete Bid-cum-Application Forms or Revision Forms are liable to be rejected.

3. For Retail Individual Bidders, the Bid must be for a minimum of [•] Equity Shares and in

multiples of [•] Equity Shares, thereafter subject to a maximum Bid Price of Rs. 100,000.

4. For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of Equity Shares that the Bid Price exceeds or equal to Rs. 100,000 and in multiples of [•] Equity Shares thereafter. Bids cannot be made for more than the Issue Size. Bidders are advised to ensure

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that a single Bid from them should not exceed the investment limits or maximum number of shares that can be held by them under the applicable laws or regulations.

5. Eligible NRIs for a Bid Price of up to Rs. 100,000 would be considered under the Retail Portion

for the purposes of allocation and Bids for a Bid Price of more than Rs. 100,000 would be considered under Non-Institutional Portion for the purposes of allocation; by other eligible Non Resident Bidders for a minimum of such number of Equity Shares and in multiples of [•] Equity Shares thereafter that the Bid Price exceeds Rs. 100,000.

6. Bids by Non Residents, Eligible NRIs, FVCIs, FIIs etc. on a repatriation basis shall be in the

names of individuals, or in the names of FIIs but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding Eligible NRIs) or their nominees.

7. For Eligible Employees bidding in the Employee Reservation Portion, the Bid must be for a

minimum of [•] Equity Shares in multiple of thereafter subject to a maximum of up to the Issue size.

8. In single name or in joint names (not more than three, and in the same order as their Depository

Participant details).

9. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

Bids by Eligible Employees The Bid must be for a minimum of [•] Equity Shares and in multiples of [•] Equity Shares thereafter. Bidders under the Employee Reservation Portion can apply for a maximum of the size of the Issue. The allotment in the Employee Reservation Portion will be on a proportionate basis. However, in case of an oversubscription in the Employee Reservation Portion, all employees bidding for up to [•] Equity Shares will receive full allotment subject a minimum allotment of [•] Equity Shares and those bidding for more than [•] Equity Shares will receive allotment on a proportionate basis subject to a minimum allotment of [•] Equity Shares and subject to a maximum Allotment to any Eligible Employee of [•] Equity Shares. Bidders under the Employee Reservation Portion applying for a maximum Bid in any of the bidding options not exceeding Rs. 100,000 may Bid at Cut off Price. For the purpose of the Employee Reservation Portion, Eligible Employee means all or any of the following: (a) a permanent employee of the Company or its Subsidiaries as of [•], who is an Indian national and

based and physically present in India as on the Bid/Issue Opening Date and the date of submission of the Bid-cum-Application Form.

(b) a director of the Company, who is an Indian national, whether a whole time director or part time director as of [•] and based and present in India as on the Bid/Issue Opening Date and on the date of submission of the Bid-cum-Application Form.

Bids under Employee Reservation Portion by Eligible Employees shall be: 1. Made only in the prescribed Bid-cum-Application Form or Revision Form (i.e. Pink colour form). 2. Only Eligible Employees (as defined above) would be eligible to apply in this Issue under the

Employee Reservation Portion. 3. Eligible Employees, as defined above, should mention the Employee Number at the relevant place

in the Bid-cum-Application Form. 4. The sole/ first Bidder shall be the Eligible Employee as defined above. 5. Bids by Eligible Employees will have to Bid like any other Bidder. Only those bids, which are

received at or above the Issue Price, would be considered for allocation under this category. 6. The Bids must be for a minimum of [•] Equity Shares and in multiples of [•] Equity Shares

thereafter. The allotment in the Employee Reservation portion will be on a proportional basis. 7. Eligible Employees who Bid for Equity Shares of or for a value of not more than Rs. 100,000 in

any of the bidding options can apply at Cut-Off Price. This facility is not available to other

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Eligible Employees whose Bid Amount in any of the bidding options exceeds Rs. 100,000. 8. The maximum Bid under Employee Reservation Portion by an Employee cannot exceed the Issue

size. 9. Bid/ Application by Eligible Employees can also be made in the “Net Issue” portion and such Bids

shall not be treated as multiple bids. 10. If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the

Issue Price, full allocation shall be made to the Eligible Employees to the extent of their demand. 11. If the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue

Price, the allocation shall be made on a proportionate basis. For the method of proportionate basis of allocation, see “Basis of Allotment” on page 301.

12. Under-subscription, if any, in the Employee Reservation Portion shall be added back to the Net Issue, and the ratio amongst the investor categories will be at the discretion of the Company, and the BRLMs. In case of under-subscription in the Net Issue, spill over to the extent of under-subscription shall be permitted from the Employee Reservation Portion.

13. This is not an issue for sale within the United States of any equity shares or any other security of the Company. Securities of the Company, including any offering of its equity shares, may not be offered or sold in the United States in the absence of registration under U.S. securities laws or unless exempt from registration under such laws.

Electronic Registration of Bids 1. The members of the Syndicate will register the Bids using the on-line facilities of the NSE and the

BSE. There will be at least one on-line connectivity in each city, where a stock exchange is located in India and where Bids are being accepted.

2. The NSE and the BSE will offer a screen-based facility for registering Bids for the Issue. This

facility will be available on the terminals of the members of the Syndicate and their authorised agents during the Bidding Period. Members of the Syndicate can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently upload the off-line data file into the on-line facilities for book building on a half hourly basis. On the Bid/ Issue Closing Date, the members of the Syndicate shall upload the Bids till such time as may be permitted by the Stock Exchanges. This information will be available with the BRLMs on a regular basis. Bidders are cautioned that a high inflow of bids typically experienced on the last day of the bidding may lead to some Bids received on the last day not being uploaded due to lack of sufficient uploading time, and such Bids that could not be uploaded will not be considered for allocation. Bids will only be accepted on Working Days.

3. The aggregate demand and price for Bids registered on the electronic facilities of the NSE and the

BSE will be uploaded on a half hourly basis, consolidated and displayed on-line at all bidding centres and the website of the NSE and the BSE. A graphical representation of consolidated demand and price would be made available at the bidding centres during the Bidding /Issue Period.

4. At the time of registering each Bid, the members of the Syndicate shall enter the following details

of the investor in the on-line system:

Name of the investor. Bidders should ensure that the name given in the Bid-cum-Application Form is exactly the same as the name in which the Depositary Account is held. In case the Bid-cum-Application Form is submitted in joint names, Bidders should ensure that the Depository Account is also held in the same joint names and are in the same sequence in which they appear in the Bid-cum-Application Form;

Investor Category – Individual, Corporate, FII, Eligible NRI, Mutual Fund, Eligible Employee etc.

Numbers of Equity Shares Bid for. Bid price. Bid-cum-Application Form number. Margin Amount paid upon submission of Bid-cum-Application Form. Depository Participant Identification Number and Client Identification Number of the

beneficiary account of the Bidder.

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5. A system generated TRS will be given to the Bidder as a proof of the registration of each of the

bidding options. It is the Bidder’s responsibility to obtain the TRS from the members of the Syndicate. The registration of the Bid by the members of the Syndicate does not guarantee that the Equity Shares shall be allocated either by the members of the Syndicate or our Company.

6. Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

7. In case of QIB Bidders, the BRLMs and/or their affiliates have the right to accept the Bid or reject

the Bids. However, such rejection should be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. In case of Non-Institutional Bidders, Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion, Bids would not be rejected except on the technical grounds listed on page 297.

8. The permission given by the NSE and the BSE to use their network and software of the Online

IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/or the BRLMs are cleared or approved by the NSE and the BSE; 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 our Company, our Promoter, our management or any scheme or project of our Company.

9. It is also to be distinctly understood that the approval given by the NSE and the BSE should not in

any way be deemed or construed to signify that the Red Herring Prospectus has been cleared or approved by the NSE and the BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the NSE and the BSE.

10. Only bids that are uploaded on the online IPO system of the NSE and the BSE shall be considered

for allocation. In case of discrepancy of data between the NSE or the BSE and the members of the Syndicate, the decision of the BRLMs based on the physical records of Bid Application Forms shall be final and binding on all concerned.

GENERAL INSTRUCTIONS Do’s: 1. Check if you are eligible to apply having regard to the applicable laws, rules, regulations,

guidelines and approvals and the terms of the Red Herring Prospectus;

2. Read all the instructions carefully and complete the Resident Bid-cum-Application Form (white in colour) or Non-Resident Bid-cum-Application Form (blue in colour) or the Employee Bid-cum-Application Form (pink in colour) as the case may be;

3. Ensure that the details about Depository Participant and Beneficiary Account are correct and the

Beneficiary Account is activated as Allotment of Equity Shares will be in the dematerialized form only;

4. Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a

member of the Syndicate;

5. Ensure that you have been given a TRS for all your Bid options;

6. Ensure that you Bid within the Price Band;

7. Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and obtain a revised TRS;

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8. Where Bid(s) is/are for Rs. 50,000 or more, the Bidders should mention his/her PAN allotted under the I.T. Act. The copies of the PAN Card or PAN allotment letter should be submitted with the Bid-cum-Application Form. If you have mentioned “Applied for” or “Not Applicable”, in the BidcumApplication Form in the section dealing with PAN number, ensure that you submit Form 60 or 61, as the case may be, together with permissible documents as address proof;

9. Ensure that the Demographic Details are updated, true and correct in all respects;

10. Ensure that the name(s) given in the Bid-cum-Application Form is exactly the same as the name(s)

in which the beneficiary account is held with the Depository Participant. In case the Bid-cum-Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Bid-cum-Application Form.

Don’ts: 1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid/ revise Bid price to less than the lower end of the Price Band or higher than the higher

end of the Price Band;

3. Do not Bid on another Bid-cum-Application Form after you have submitted a Bid to the members of the Syndicate;

4. Do not pay the Bid Price in cash, by money order or by postal order or by stockinvest;

5. Do not send Bid-cum-Application Forms by post; instead submit the same to a member of the

Syndicate only;

6. Do not Bid at Cut Off Price (for QIB Bidders, Non-Institutional Bidders and Bidders bidding under the Employee Reservation Portion for whom the Bid Amount exceeds Rs. 100,000);

7. Do not fill up the Bid-cum-Application Form such that the Equity Shares Bid for exceeds the Issue

Size and/ or investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations;

8. Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this

ground. 9. Do not submit the Bid without the QIB margin, in case of Bids by a QIB.

Instructions for Completing the Bid-cum-Application Form Bidders can obtain Bid-cum-Application Forms and/or Revision Forms from the members of the Syndicate. Bidder’s Depository Account and Bank Details Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Bid-cum-Application Form, the Registrar to the Issue will obtain from the Depository the demographic details including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as ‘Demographic Details’). These Bank Account details would be used for giving refunds (including through physical refund warrants, direct credit, ECS, NEFT and RTGS) to the Bidders. Hence, Bidders are advised to immediately update their Bank Account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in dispatch/ credit of refunds to Bidders at the Bidders sole risk and neither the BRLMs or the registrar or the Escrow Collection Banks nor the Company shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid-cum-Application Form.

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IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID-CUM-APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID-CUM-APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID-CUM-APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID-CUM-APPLICATION FORM. These Demographic Details would be used for all correspondence with the Bidders including mailing of the CANs/Allocation Advice and printing of Bank particulars on the refund orders or for refunds through EFT, as applicable. The Demographic Details given by Bidders in the Bid-cum-Application Form would not be used for any other purpose by the Registrar to the Issue. By signing the Bid-cum-Application Form, the Bidder would be deemed to have authorised the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. In case of Bidders receiving refunds through electronic transfer of funds, delivery of refund orders/allocation advice/CANs may get delayed if the same once sent to the address obtained from the depositories are returned undelivered. In such an event, the address and other details given by the Bidder in the Bid-cum-Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Bidders sole risk and neither the Company, nor the Registrar, Escrow Collection Bank(s) nor the BRLMs shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories, which matches three parameters, namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected. The Company in its absolute discretion, reserve the right to permit the holder of the power of attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of the refund order/CANs/allocation advice/ refunds through electronic transfer of funds, the Demographic Details given on the Bid-cum-Application Form should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shall use Demographic Details as given in the Bid-cum-Application Form instead of those obtained from the depositories. Bids by NRIs, FIIs, Foreign Venture Capital Funds registered with the SEBI and multilateral and bilateral development financial institutions on a repatriation basis Bids and revisions to Bids must be made: 1. On the Bid-cum-Application Form or the Revision Form, as applicable (blue in colour), and

completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.

2. In the names of individuals, or in the names of FIIs or Foreign Venture Capital Funds registered

with the SEBI and multilateral and bilateral development financial institutions but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding Eligible NRIs) or their nominees.

3. In a single name or joint names (not more than three and in the same order as their Depository

Participant details).

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4. Bids by Eligible NRIs for a Bid Amount of up to Rs. 100,000 would be considered under the Retail Portion for the purposes of allocation and Bids by NRIs for a Bid Amount of more than Rs. 100,000 would be considered under the Non-Institutional Portion for the purposes of allocation.

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 through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid-cum-Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. As per the RBI regulations, OCBs are not permitted to participate in the Issue. All applicants will be treated on the same basis with other categories for the purpose of allocation. Bids under Power of Attorney 1. In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies,

registered societies, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum of Association and Articles of Association and/or bye laws must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

2. In case of Bids made pursuant to a power of attorney by FIIs, a certified copy of the power of

attorney or the relevant resolution or authority, as the case may be, along with a certified copy of their SEBI registration certificate must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

3. In case of Bids made by insurance companies registered with the IRDA, a certified copy of

certificate of registration issued by IRDA must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

4. In case of Bids made by provident funds with minimum corpus of Rs. 250 million (subject to

applicable law) and pension funds with minimum corpus of Rs. 250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof.

5. Our Company in its absolute discretion, reserves the right to relax the above condition of

simultaneous lodging of the power of attorney along with the Bid-cum-Application Form, subject to such terms and conditions that our Company and the BRLMs may deem fit.

6. Our Company, in its absolute discretion, reserves the right to permit the holder of the power of

attorney to request the Registrar to the Issue that, for the purpose of printing particulars on the refund order and mailing of the refund order/CANs/allocation advice, the Demographic Details given on the Bid-cum-Application Form should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar to the Issue shall use Demographic Details as given on the Bid-cum-Application Form instead of those obtained from the Depositories.

PAYMENT INSTRUCTIONS Escrow Mechanism

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The Company and the members of the Syndicate shall open Escrow Accounts with one or more Escrow Collection Bank(s) for the collection of the Bid Amount payable upon submission of the Bid-cum-Application Form and for amounts payable pursuant to allocation in the Issue. The Escrow Collection Banks will act in terms of the Red Herring Prospectus, the Prospectus and the Escrow Agreement. The Escrow Collection Bank (s) for and on behalf of the Bidders shall maintain the monies in the Escrow Account. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds equivalent to the size of the Issue from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account with the Banker(s) to the Issue. The balance amount after transfer to the Public Issue Account will be transferred to the Refund Account for the benefit of the Bidders who are entitled to refunds as per the terms of the Escrow Agreement, the Red Herring Prospectus and the Prospectus. The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between the Company, the members of the Syndicate, the Escrow Collection Bank(s) and the Registrar to the Issue to facilitate collections from the Bidders. Terms of Payment and Payment into the Escrow Accounts Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid and/or on allocation/Allotment as per the following terms. 1. Each category of Bidders i.e., QIB Bidders, Non-Institutional Bidders, Retail Individual Bidders

and Eligible Employees shall provide the applicable Margin Amount, with the submission of the Bid-cum-Application Form, draw a cheque or demand draft for the maximum amount of his/ her Bid in favour of the Escrow Account of the Escrow Collection Bank(s) (for details refer to the paragraph titled “Terms of Payment and Payments into the Escrow Account” on page 294) and submit the same to the member of the Syndicate to whom the Bid is being submitted. The Bidder may also provide the applicable Margin Amount by way of EFT or RTGS mechanism. Bid-cum-Application Forms accompanied by cash/stock invest/ money order shall not be accepted. The Margin Amount payable by each category of Bidders is mentioned under “Issue Structure” on page 276. The maximum Bid price has to be paid at the time of submission of the Bid-cum-Application Form based on the highest bidding option of the Bidder. However, if the applicable Margin Amount for Bidders is 100%, the full amount of payment has to be made at the time of submission of the Bid-cum-Application Form. QIB Bidders will be required to deposit a margin of at least 10% at the time of submitting their Bids.

2. Where the Margin Amount applicable to the Bidder is less than 100% of the Bid Amount, any

difference between the amount payable by the Bidder for Equity Shares allocated/allotted at the Issue Price and the Margin Amount paid at the time of Bidding, shall be payable by the Bidder no later than the Pay-in-Date, which shall be a minimum period of two days from the date of communication of the allocation list to the members of the Syndicate by the BRLMs. If the payment is not made favouring the Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled.

3. The payment instruments for payment into the Escrow Account should be drawn in favour of:

In case of resident QIB Bidders: “Escrow Account– TCGLS Public Issue – QIB – R”

In case of Non Resident QIB Bidders: “Escrow Account– TCGLS Public Issue – QIB – NR”

In case of Resident Retail Bidders: “Escrow Account– TCGLS Public Issue – Retail - R”

In case of Non Resident Retail Bidders: “Escrow Account– TCGLS Public Issue – Retail- NR”

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In case of Eligible Employees: “Escrow Account– TCGLS Issue - Employees”

4. In case of Bids by NRIs applying on repatriation basis, the payments must be made through Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-Resident Bidder bidding on a repatriation basis. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to NRE Account or FCNR Account.

5. In case of Bids by FIIs, the payment should be made out of funds held in Special Rupee Account

along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to Special Rupee Account.

6. The members of the Syndicate shall deposit the cheque or demand draft with the Escrow

Collection Bank, which will hold the monies deposited in the Escrow Accounts for the benefit of the Bidders until the Designated Date.

7. Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for,

the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares allocated\ will be refunded to the Bidder from the Refund Account.

8. On the Designated Date and no later than 15 days from the Bid/Issue Closing Date, the Escrow

Collection Bank shall also refund all amounts payable to unsuccessful Bidders and also the excess amount paid on Bidding, if any, after adjusting for allocation/Allotment to the Bidders.

9. Payments should be made by cheque, or demand draft drawn on any Bank (including a Co-

operative Bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Bid-cum-Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ Stockinvest/Money Orders/ Postal orders will not be accepted.

10. Bidders are advised to mention the number of application form on the reverse of the cheque /

demand draft to avoid misuse of instruments submitted along with the Bid-cum-Application Form. 11. In case clear funds are not available in the Escrow Accounts as per final certificates from the

Escrow Collection Banks, such Bids are liable to be rejected. Payment by Stockinvest In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the option to use the stockinvest instrument in lieu of cheques or bank drafts for payment of Bid money has been withdrawn. Hence, payment through stockinvest would not be accepted in this Issue. Submission of Bid-cum-Application Form All Bid-cum-Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. Separate receipts shall not be issued for the money payable on the submission of Bid-cum-Application Forms or Revision Forms. However, the collection centre of the members of the Syndicate will acknowledge the receipt of the Bid-cum-Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder.

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OTHER INSTRUCTIONS Joint Bids in the case of Individuals Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in favour of the Bidder whose name appears first in the Bid-cum-Application Form or Revision Form. All communications will be addressed to the First Bidder and will be dispatched to his or her address as per the Demographic Details received from the Depository. Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. Bid/ Application by Eligible Employees can be made also in the “Net Issue” and such bids shall not be treated as multiple bids. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications are given below: 1. All applications with the same name and age will be accumulated and taken to a separate process

file which would serve as probable multiple master. 2. In this master, a check will be carried out for the same PAN numbers. In cases where the PAN

numbers are different, the same will be deleted from this master. 3. The addresses of all these applications from the multiple master will be strung from the address

master. This involves putting the addresses in a single line after deleting non-alpha and non-numeric characters, i.e., commas, full stops, hashes etc. Sometimes, the name, the first line of the address and pin code will be converted into a string for each application received and a photo match will be carried out among all the applications processed. A print-out of the addresses will be made to check for common names. Applications with the same name and same address will be treated as multiple applications.

4. The applications will be scanned for similar DP ID and Beneficiary Account Numbers/client

identity numbers. In cases where applications bear the same numbers, these will be treated as multiple applications.

5. After the aforesaid procedures, a print-out of the multiple master will be taken and the applications

physically verified to tally signatures and also father’s/husband’s names. On completion of this, the applications will be identified as multiple applications.

In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. The Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. In cases where there are more than 20 valid applicants having a common address, such shares will be kept in abeyance, post allotment and released on confirmation of KYC norms by the depositories. Permanent Account Number or PAN Where Bid(s) is/are for Rs. 50,000 or more, the Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN allotted under the I.T. Act. The copy of the PAN card(s) or PAN allotment letter(s) is required to be submitted with the Bid cum Application Form. Applications without this information and documents will be considered incomplete and are liable to be rejected.

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It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN, as the Bid is liable to be rejected on this ground. In case the sole/First Bidder and joint Bidder(s) is/are not required to obtain PAN, each of the Bidder(s) shall mention “Not Applicable” and in the event that the sole Bidder and/or the joint Bidder(s) have applied for PAN which has not yet been allotted each of the Bidder(s) should mention “Applied for” in the Bid cum Application Form. Further, where the Bidder(s) has mentioned “Applied for” or “Not Applicable”, the sole/First Bidder and each of the joint Bidder(s), as the case may be, would be required to submit Form 60 (form of declaration to be filed by a person who does not have a permanent account number and who enters into any transaction specified in Rule 114B of the Income Tax Rules, 1962), or, Form 61 (form of declaration to be filed by a person who has agricultural income and is not in receipt of any other income chargeable to income-tax in respect of transactions specified in Rule 114B of the Income Tax Rules, 1962), as may be applicable, duly filled along with a copy of any one of the following documents in support of the address: (a) ration card (b) passport (c) driving licence (d) identity card issued by any institution (e) copy of the electricity bill or telephone bill showing residential address (f) any document or communication issued by any authority of the Central Government, state government or local bodies showing residential address (g) any other documentary evidence in support of address given in the declaration. It may be noted that Form 60 and Form 61 have been amended by a notification issued on December 1, 2004 by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance. All Bidders are requested to furnish, where applicable, the revised Form 60 or Form 61 as the case may be. Unique Identification Number (“UIN”) SEBI has, with effect from July 2, 2007, declared that PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of the transaction. Thus, the use of UIN has been discontinued. THE COMPANY'S RIGHT TO REJECT BIDS In case of QIB Bidders, the Company, in consultation with the BRLMs, may reject Bids provided that the reason for rejecting the Bid shall be provided to such Bidders in writing. In case of Non-Institutional Bidders, and Retail Individual Bidders who Bid and bids by Eligible Employees bidding in the Employee Reservation Portion, our Company has a right to reject Bids based on technical grounds. Consequent refunds shall be made as described in this Draft Red Herring Prospectus and will be sent to the Bidder's address at the Bidder's risk. Grounds for Technical Rejections Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds: 1. Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid

for; 2. Age of First Bidder not given; 3. Bank account details for Bidders not given; 4. In case of partnership firms, Equity Shares may be registered in the names of the individual

partners and no firm as such shall be entitled to apply; 5. Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors

and insane persons; 6. PAN not stated if Bid is for Rs. 50,000 or more or copy of PAN, Form 60 or Form 61, as

applicable, or GIR number furnished instead of PAN. See the section titled “Issue Procedure—PAN or GIR No” on page 276;

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7. GIR number furnished instead of PAN; 8. Bids for lower number of Equity Shares than specified for that category of investors; 9. Bids at a price less than lower end of the Price Band; 10. Bids at a price more than the higher end of the Price Band; 11. Bids at Cut Off Price by Non-Institutional and QIB Bidders and Bidders in the Employee

Reservation Portion bidding in excess of Rs. 100,000; 12. Bids for number of Equity Shares which are not in multiples of [•]; 13. Category not ticked; 14. Multiple Bids as defined in this Draft Red Herring Prospectus; 15. In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant

documents are not submitted; 16. Bids accompanied by Stockinvest/money order/postal order/cash; 17. Signature of sole and / or joint Bidders missing; 18. Bid-cum-Application Forms does not have the stamp of the BRLMs or the Syndicate Member; 19. Bid-cum-Application Forms does not have Bidder’s depository account details; 20. Bid-cum-Application Forms are not delivered by the Bidders within the time prescribed as per the

Bid-cum-Application Forms, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red Herring Prospectus and the Bid-cum-Application Forms;

21. In case no corresponding record is available with the Depositories that matches three parameters

namely, names of the Bidders (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s account number;

22. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations; 23. Bids in respect where the Bid-cum-Application Form do not reach the Registrar prior to the

finalisation of the basis of allotment; 24. Bids where clear funds are not available in Escrow Accounts as per final certificate from the

Escrow Collection Banks; 25. Bids by non-residents such as OCBs; 26. Bids by any person outside India if not in compliance with applicable foreign and Indian Laws; 27. Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by

SEBI or any other regulatory authority; 28. Bids not uploaded in the Book; and 29. Bids or revision thereof by QIB Bidders, Non-Institutional Bidders and Employees bidding under

the Employee Reservation Portion where the Bid Amount is in excess of Rs. 100,000, uploaded after 5.00 p.m. on the Bid/Issue Closing Date.

Price Discovery and Allocation

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1. After the Bid/Issue Closing Date, the BRLMs will analyse the demand generated at various price

levels.

2. The Company in consultation with the BRLMs shall finalise the “Issue Price” and the number of Equity Shares to be allocated in each investor category.

3. The allocation to QIBs will be at least 60% of the Net Issue and allocation to Non-Institutional and

Retail Individual Bidders will be not less than 10% and 30% of the Net Issue, respectively, on a proportionate basis, in a manner specified in the SEBI Guidelines and the Draft Red Herring Prospectus, in consultation with the Designated Stock Exchange, subject to valid bids being received at or above the Issue Price.

4. Under-subscription, if any, in the Non-Institutional category and the Retail Individual category

would be met with spill over from any other category at the sole discretion of our Company in consultation with the BRLMs. However, if the aggregate demand by Mutual Funds is less than [•] Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allotted proportionately to the QIB Bidders. In the event that the aggregate demand in the QIB Portion has been met, under subscription, if any, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange.

5. Under-subscription, if any, in the Employee Reservation Portion shall be added back to the Net

Issue, and the ratio amongst the investor categories will be at the discretion of the Company, and the BRLMs. In case of under-subscription in the Net Issue to the Public, spill over to the extent of under-subscription shall be permitted from the Employee Reservation Portion.

6. Allocation to Eligible NRIs, FVCIs, FIIs etc. applying on repatriation basis will be subject to

applicable law and the terms and conditions stipulated by the RBI, while granting permission for allotment of Equity Shares to them in this Issue.

7. The BRLMs, in consultation with the Company shall notify the members of the Syndicate of the

Issue Price and allocations to their respective Bidders, where the full Bid Amount has not been collected from the Bidders.

8. The Company reserves the right to cancel the Issue at any time after the Bid/Issue Opening Date

but before the Allotment without assigning any reasons whatsoever. 9. In terms of the SEBI Guidelines, QIBs shall not be allowed to withdraw their Bid after the

Bid/Issue Closing Date. 10. The Company in consultation with the BRLMs, reserves the right to reject any Bid procured from

QIB Bidders, by any or all members of the Syndicate. Rejection of Bids made by QIBs, if any, will be made at the time of submission of Bids provided that the reasons for rejecting the same shall be provided to such Bidder in writing.

11. The allotment details shall be put on the website of the Registrar to the Issue. Signing of Underwriting Agreement and RoC Filing 1. The Company, the BRLMs and the Syndicate Member shall enter into an Underwriting

Agreement on finalisation of the Issue Price and allocation(s)/ Allotment to the Bidders.

2. After signing the Underwriting Agreement, the Company would update and file the updated Red Herring Prospectus with RoC, which then would be termed ‘Prospectus’. The Prospectus would have details of the Issue Price, Issue size, underwriting arrangements and would be complete in all material respects.

Filing of the Prospectus with the RoC

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The Company will file a copy of the Prospectus with the RoC in terms of Section 56, Section 60 and Section 60B of the Companies Act. Announcement of pre-Issue Advertisement Subject to Section 66 of the Companies Act, the Company shall, after receiving final observations, if any, on this Draft Red Herring Prospectus from the SEBI, publish an advertisement, in the form prescribed by the SEBI Guidelines, in three widely circulated national newspapers (one each in English, Bengali and Hindi) and a Bengali newspaper with wide circulation. Issuance of CAN 1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLMs, or

Registrar to the Issue shall send to the members of the Syndicate a list of their Bidders who have been allocated/allotted Equity Shares in the Issue. The approval of the basis of allotment by the Designated Stock Exchange for QIB Bidders may be done simultaneously with or prior to the approval of the basis of allocation for the Retail and Non-Institutional Bidders and Bids from Eligible Employees bidding in the Employee Reservation Portion. However, investors should note that the Company shall ensure that the date of allotment of the Equity Shares to all investors in this Issue shall be done on the same date.

2. The BRLMs and/or their affiliates would dispatch a CAN to their Bidders who have been

allocated Equity Shares in the Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Issue Price for all the Equity Shares allocated to such Bidder. Those Bidders who have not paid the entire Bid Amount into the Escrow Account at the time of bidding shall pay in full the amount payable into the Escrow Account by the Pay-in Date specified in the CAN.

3. Bidders who have been allocated/allotted Equity Shares and who have already paid the Bid

Amount into the Escrow Account at the time of bidding shall directly receive the CAN from the Registrar to the Issue subject, however, to realisation of his or her cheque or demand draft paid into the Escrow Account. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Issue Price for the allotment to such Bidder.

4. The Issuance of CAN is ‘Subject to “Allotment Reconciliation and Revised CANs” as set forth

herein. Notice to QIBs: Allotment Reconciliation and Revised CANs After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bid Applications received. Based on the electronic book, QIBs will be sent a CAN as required, indicating the number of Equity Shares that may be allocated to them. This CAN is subject to the basis of final Allotment, which will be approved by the Designated Stock Exchange and reflected in the physical book prepared by the Registrar. Subject to SEBI Guidelines, certain Bid applications may be rejected due to technical reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and these rejected applications will be reflected in the reconciliation and basis of Allotment as approved by the Designated Stock Exchange and specified in the physical book. As a result, a revised CAN may be sent to QIBs, and the allocation of Equity Shares in such revised CAN may be different from that specified in the earlier CAN. It is not necessary that a revised CAN will be sent. QIBs should note that they may be required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN, for any increased Allotment of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract (subject only to the issue of a revised CAN) for the QIB to pay the entire Issue Price for all the Equity Shares allocated to such QIB. The revised CAN, if issued, will supersede in entirety the earlier CAN. Designated Date and Allotment of Equity Shares 1. The Company will ensure that the allotment of Equity Shares is done within 15 days of the

Bid/Issue Closing Date. After the funds are transferred from the Escrow Account to the Public

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Issue Account on the Designated Date, the Company would ensure the credit to the successful Bidders depository account. Allotment of the Equity Shares to the allottees shall be within two Working Days of the date of allotment.

2. In accordance with the SEBI Guidelines, Equity Shares will be issued and allotment shall be made

only in the dematerialised form to the allottees. Allottees will have the option to re-materialise the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allocated/allotted to them pursuant to this Issue. BASIS OF ALLOTMENT A. For Retail Individual Bidders 1. Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped

together to determine the total demand under this category. The Allotment to all the successful Retail Individual Bidders will be made at the Issue Price.

2. The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for

Allotment to Retail Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.

3. If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the

Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids.

4. If the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue

Price, the allotment shall be made on a proportionate basis up to a minimum of [•] Equity Shares. For the method of proportionate basis of Allotment, refer below.

B. For Non-Institutional Bidders 1. Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together

to determine the total demand under this category. The Allotment to all successful Non-Institutional Bidders will be made at the Issue Price.

2. The Issue size less Allotment to QIBs and Retail Portion shall be available for Allotment to Non-

Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.

3. If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the

Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their aggregate demand.

4. In case the aggregate demand in this category is greater than [•] Equity Shares at or above the

Issue Price, Allotment shall be made on a proportionate basis up to a minimum of [•] Equity Shares and in the multiples of one Equity Share thereafter. For the method of proportionate basis of Allotment refer below.

C. For Employee Reservation Portion 1. The Bid must be for a minimum of [•] Equity Shares and in multiples of [•] Equity Shares

thereafter. Bidders under the Employee Reservation Portion can apply for a maximum of [•]Equity Shares. The allotment in the Employee Reservation Portion will be on a proportionate basis. However, in case of an oversubscription in the Employee Reservation Portion, all employees bidding for up to [•] Equity Shares will receive full allotment subject a minimum allotment of [•]

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Equity Shares and those bidding for more than [•] Equity Shares will receive allotment on a proportionate basis subject to a minimum allotment of [•] Equity Shares and subject to a maximum Allotment to any Eligible Employee of [•] Equity Shares. Bidders under the Employee Reservation Portion applying for a maximum Bid in any of the bidding options not exceeding Rs. 100,000 may Bid at Cut off Price.

2. The maximum Bid under the Employee Reservation Portion cannot [•].

3. Bids received from the Eligible Employees at or above the Issue Price shall be grouped together to

determine the total demand under this category. The allocation to all the successful Eligible Employees will be made at the Issue Price.

4. If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the

Issue Price, full allocation shall be made to the Eligible Employees to the extent of their demand.

5. If the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue Price, the allocation shall be made on a proportionate basis up to a minimum of [•] Equity Shares and in multiple of [•] Equity Share thereafter. For the method of proportionate basis of allocation, refer below.

6. Only Eligible Employees are eligible to apply under Employee Reservation Portion. D. For QIBs 1. At least 60% of the Issue shall be allotted to the QIB Bidders.

2. Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to determine the total demand under this portion. The Allotment to all the QIB Bidders will be made at the Issue Price.

3. The QIB Portion shall be available for Allotment to QIB Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.

4. However, eligible Bids by Mutual Funds only shall first be considered for allocation proportionately in the Mutual Funds Portion. After completing proportionate allocation to Mutual Funds for an amount of upto [●] Equity Shares (the Mutual Funds Portion), the remaining demand by Mutual Funds, if any, shall then be considered for allocation proportionately, together with Bids by other QIBs, in the remainder of the QIB Portion (i.e. after excluding the Mutual Funds Portion). For the method of allocation in the QIB Portion, see the paragraph titled “Illustration of Allotment to QIBs” appearing below. If the valid Bids by Mutual Funds are for less than [ ] Equity Shares, the balance Equity Shares available for allocation in the Mutual Funds Portion will first be added to the QIB Portion and allocated proportionately to the QIB Bidders. For the purposes of this paragraph it has been assumed that the QIB Portion for the purposes of the Issue amounts to 60% of the Net Issue size, i.e. [●] Equity Shares

5. Allotment shall be undertaken in the following manner:

(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be determined as follows:

(i) In the event that Mutual Fund Bids exceeds 5% of the QIB Portion, allocation to

Mutual Funds shall be done on a proportionate basis for up to 5% of the QIB Portion.

(ii) In the event that the aggregate demand from Mutual Funds is less than 5% of the

QIB Portion then all Mutual Funds shall get full Allotment to the extent of valid bids received above the Issue Price.

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(iii) Equity Shares remaining unsubscribed, if any, and not allocated to Mutual Funds shall be available for Allotment to all QIB Bidders as set out in (b) below;

(b) In the second instance Allotment to all QIBs shall be determined as follows:

(i) In the event of over subscription in the QIB Portion, all QIB Bidders who have

submitted Bids above the Issue Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB Portion.

(ii) Mutual Funds, who have received allocation as per (a) above, for less than the

number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders.

(iii) Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds,

would be included for allocation to the remaining QIB Bidders on a proportionate basis.

4. The aggregate Allotment to QIB Bidders shall not be less than [•] Equity Shares.

The BRLMs, the Registrar to the Issue and the Designated Stock Exchange shall ensure that the basis of Allotment is finalized in a fair and proper manner in accordance with the SEBI Guidelines. The drawing of lots (where required) to finalize the basis of Allotment shall be done in the presence of a public representative on the Governing Board of the Designated Stock Exchange.

Illustration of Allotment to QIBs and Mutual Funds (“MF”) A. Issue Details

S. No. Particulars Issue details 1 Issue size 200 million equity shares 2 Allocation to QIB (60%) 120 million equity shares Of which: a. Allocation to MF (5%) 6 million equity shares b. Balance for all QIBs including MFs 114 million equity shares 3 No. of QIB applicants 10 4 No. of shares applied for 500 million equity shares

B. Details of QIB Bids

S.No Type of QIB Bidders# No. of shares bid for (in million)

1 A1 50 2 A2 20 3 A3 130 4 A4 50 5 A5 50 6 MF1 40 7 MF2 40

8 MF3 80 9 MF4 20 10 MF5 20 Total 500

# A1-A5: ( QIB Bidders other than MFs), MF1-MF5 ( QIB Bidders which are Mutual Funds) C. Details of Allotment to QIB Bidders/ Applicants

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(Number of equity shares in million) Type of QIB Bidders

Shares bid for Allocation of 6 million Equity Shares to MF proportionately ( see note 2 below)

Allocation of balance 114 million Equity Shares to QIBs proportionately ( see note 4 below)

Aggregate allocation to MFs

(I) (II) (III) (IV) (V)

A1 50 0 11.40 0 A2 20 0 4.56 0 A3 130 0 29.64 0 A4 50 0 11.40 0 A5 50 0 11.40 0 MF1 40 1.2 9.12 10.32 MF2 40 1.2 9.12 10.32 MF3 80 2.4 18.24 20.64 MF4 20 0.6 4.56 5.16 MF5 20 0.6 4.56 5.16 500 6 114 51.64

Please note:

1. The illustration presumes compliance with the requirements specified in this Draft Red Herring Prospectus in “Issue Structure” on page 276.

2. Out of 120 million Equity Shares allocated to QIBs, 6 million (i.e. 5%) will be allocated on proportionate basis among 5 Mutual Fund applicants who applied for 200 million shares in QIB category.

3. The balance 114 million Equity Shares (i.e. 120 - 6 (available for MFs)) will be allocated on proportionate basis among 10 QIB applicants who applied for 500 million Equity Shares (including 5 MF applicants who applied for 200 million Equity Shares).

4. The figures in the fourth column titled “Allocation of balance 114 million Equity Shares to QIBs proportionately” in the above illustration are arrived as under:

• For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X 114 / 494

• For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table

above) less Equity Shares allotted ( i.e., column III of the table above)] X 114/494 • The numerator and denominator for arriving at allocation of 114 million shares to the 10

QIBs are reduced by 6 million shares, which have already been allotted to Mutual Funds in the manner specified in column III of the table above.

For Employee Reservation Portion (i) Bids received from the Eligible Employees at or above the Issue Price shall be grouped together to

determine the total demand under this category. The allocation to all the successful Eligible Employees will be made at the Issue Price.

(ii) If the aggregate demand in this category is less than or equal to Equity Shares at or above the Issue

Price, full allocation shall be made to the Eligible Employees to the extent of their demand. (iii) If the aggregate demand in this category is greater than Equity Shares at or above the Issue Price,

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the allocation shall be made on a proportionate basis up to a minimum of [•] Equity Shares and in multiple of [•] Equity Share thereafter.

(iv) Only Eligible Employees eligible to apply under Employee Reservation Portion. For the method

of proportionate basis of allocation, refer below. Procedure and Time of Schedule for Allotment and demat Credit of Equity The Issue will be conducted through a "100% book building process" pursuant to which the members of the Syndicate will accept bids for the Equity Shares during the Bidding Period. The Bidding Period will commence on [•], 2007 and expire on [•], 2007. Following the expiration of the Bidding Period, the Company, in consultation with the BRLMs, will determine the Issue Price, and, in consultation with the BRLMs, the basis of allocation and entitlement to Allotment based on the bids received and subject to confirmation by the Stock Exchange(s). Successful bidders will be provided with a confirmation of their allocation (subject to a revised confirmation of allocation) and will be required to pay any unpaid amount for the Equity Shares within a prescribed time. The SEBI Guidelines require the Company to complete the Allotment to successful bidders within 15 days of the expiration of the Bidding Period. The Equity Shares will then be credited and Allotted to the investors' demat accounts maintained with the relevant depository participant. Upon approval by the Stock Exchanges, the Equity Shares will be listed and trading will commence. Method of Proportionate basis of Allotment in the Issue In the event of the Issue being over-subscribed, the Company shall finalize the basis of Allotment in consultation with the Designated Stock Exchange. The Executive Director (or any other senior official nominated by them) of the Designated Stock Exchange along with the BRLMs and the Registrar to the Issue shall be responsible for ensuring that the basis of Allotment is finalized in a fair and proper manner. Bidders will be categorized according to the number of Equity Shares applied for by them and the Allotment shall be made in marketable lots, on a proportionate basis as explained below: 1. The total number of Equity Shares to be Allotted to each category as a whole shall be arrived at on

a proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio.

2. Number of Equity Shares to be Allotted to the successful Bidders will be arrived at on a

proportionate basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio.

3. In all Bids where the proportionate Allotment is less than [•] Equity Shares per Bidder, the

Allotment shall be made as follows:

Each successful Bidder shall be allotted a minimum of [•] Equity Shares; and The successful Bidders out of the total Bidders for a category shall be determined by

draw of lots in a manner such that the total number of Equity Shares Allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above.

4. If the proportionate Allotment to a Bidder is a number that is more than [•] but is not a multiple of

one (which is the marketable lot), the decimal would be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5, it would be rounded off to the lower whole number. Allotment to all in such categories would be Allotted Equity Shares arrived at after such rounding off.

5. If the Equity Shares allocated on a proportionate basis to any category are more than the Equity

Shares Allotted to the Bidders in that category, the remaining Equity Shares available for Allotment shall be first adjusted against any other category, where the Allotted Equity Shares are not sufficient for proportionate Allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising

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Bidders applying for minimum number of Equity Shares. 6. Investors should note that the Equity Shares will be Allotted to all successful Bidders in

dematerialized form only. Bidders will not have the option of being Allotted Equity Shares in physical form.

PAYMENT OF REFUNDS Bidders must note that on the basis of name of the Bidders, Depository Participant’s name, DP ID, Beneficiary Account number provided by them in the Bid-cum-Application Form, the Registrar will obtain, from the Depositories, the Bidders’ bank account details, including the nine digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf. Hence, Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in dispatch of refund order or refunds through electronic transfer of funds, as applicable, and any such delay shall be at the Bidders’ sole risk and neither the Company, the Registrar, Escrow Collection Bank(s), Bankers to the Issue nor the BRLMs shall be liable to compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. Mode of making refunds The payment of refund, if any, would be done through various modes in the following order of preference: 1. ECS – Payment of refunds would be mandatorily done through ECS for applicants having an

account at any of the following fifteen centers: Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna and Thiruvananthapuram. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the abovementioned fifteen centers, except where the applicant, being eligible, opts to receive refund through direct credit or RTGS. Refunds through ECS may also be done at other locations based on operational efficiency and in terms of demographic details obtained by Registrar from the depository participants.

2. Direct Credit – Applicants having bank accounts with the Refund Banker(s), as mentioned in the

Bid-cum-Application Form, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company.

3. RTGS – Applicants having a bank account at any of the abovementioned fifteen centres and

whose refund amount exceeds Rs. 1 million, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Bid-cum-application Form. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant.

4. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through

NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency. The process flow in respect of refunds by way of NEFT is at an evolving stage hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally

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feasible, the payment of refunds would be made through any one of the other modes as discussed in the sections.

5. For all other applicants, including those who have not updated their bank particulars with the

MICR code, the refund orders will be dispatched under certificate of posting for value up toRs. 1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders.

Letters of Allotment or Refund Orders The Company shall give credit to the beneficiary account with depository participants within two Working Days from the date of the finalization of basis of allocations. Applicants residing at fifteen centers where clearing houses are managed by the RBI, will get refunds through ECS only except where applicant is otherwise disclosed as eligible to get refunds through direct credit and RTGS. Our Company shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500, by “Under Certificate of Posting”, and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post at the sole or first Bidder’s sole risk within 15 days of the Bid/Issue Closing Date, except for Bidders who have opted to receive refunds through the ECS facility or RTGS or direct credit. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post, intimating them about the mode of credit of refund within 15 days of the Bid/Issue Closing Date. In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI DIP Guidelines, the Company further undertakes that: • Allotment of Equity Shares will be made only in dematerialized form within 15 days from the

Bid/Issue Closing Date; and • The Company shall pay interest at 15% p.a. (for any delay beyond the 15 day time period as

mentioned above), if allotment is not made, refund orders are not dispatched and/or demat credits are not made to investors within the 15 day time prescribed above.

The Company will provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by our Company, as the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders. Disposal of applications and application moneys and interest in case of delay The Company shall ensure dispatch of Allotment advice, refund orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchanges within two Working Days of date of Allotment of Equity Shares. In case of applicants who receive refunds through ECS, direct credit or RTGS, the refund instructions will be given to the clearing system within 15 days from the Bid/ Issue Closing Date. A suitable communication shall be sent to the Bidders receiving refunds through this mode within 15 days of Bid/ Closing Date, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund. The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within seven Working Days of Allotment.

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In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI Guidelines, the Company further undertakes that: • Allotment of Equity Shares shall be made only in dematerialized form within 15 (fifteen) days of

the Bid/Issue Closing Date; • Dispatch of refund orders or in a case where the refund or portion thereof is made in electronic

manner, the refund instructions are given to the clearing system within 15 (fifteen) days of the Bid/Issue Closing Date would be ensured; and

• The Company shall pay interest at 15% (fifteen) p.a. for any delay beyond the 15 (fifteen)-day

time period as mentioned above, if Allotment is not made and refund orders are not dispatched or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner and/or demat credits are not made to investors within the 15 (fifteen)-day time prescribed above as per the guidelines issued by the Government of India, Ministry of Finance pursuant to their letter No. F/8/S/79 dated July 31, 1983, as amended by their letter No. F/14/SE/85 dated September 27, 1985, addressed to the stock exchanges, and as further modified by SEBI’s Clarification XXI dated October 27, 1997, with respect to the SEBI Guidelines.

Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of section 68A of the Companies Act, which is reproduced below: ‘‘Any person who: (a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years’’. UNDERTAKINGS BY OUR COMPANY We undertake the following: • That the complaints received in respect of this Issue shall be attended to by our Company

expeditiously; • That all steps will be taken for the completion of the necessary formalities for listing and

commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within seven Working Days of finalisation of the basis of Allotment;

• That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the Issue by the Issuer.

• That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of the Bid/ Issue Closing Date, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.

• That the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within specified time; and

• Subject to the Pre-IPO Placement, no further issue of Equity Shares shall be made till the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-subscription etc.

The Company shall not have recourse to the Issue proceeds until the approval for trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received. Utilisation of proceeds of Issue

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Our Board of Directors certify that: 1. All monies received out of the Issue shall be credited/transferred to a separate bank account other

than the bank account referred to in sub-section (3) of Section 73 of the Companies Act; 2. Details of all monies utilised out of Issue shall be disclosed under an appropriate head in our

balance sheet indicating the purpose for which such monies have been utilised; 3. Details of all monies utilised out of the funds received from Employee Reservation Portion shall

be disclosed under an appropriate head in the balance sheet of the Company, indicating the purpose for which such monies have been utilised;

4. Details of all unutilised monies out of the Issue, if any shall be disclosed under the appropriate

head in the balance sheet indicating the form in which such unutilised monies have been invested; 5. Details of all unutilized monies out of the funds received from the Employee Reservation Portion

shall be disclosed under a separate head in the balance sheet of the Company, indicating the form in which such unutlilised monies have been kept;

6. Our Company shall comply with the requirements of Clause 49 of the Listing Agreement in

relation to the disclosure and monitoring of the utilization of the proceeds of the Issue. EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL OR CDSL As per the provisions of Section 68B of the Companies Act, the allotment of Equity Shares in this Issue shall be only in a de-materialised form, (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, two agreements have been signed among the Company, the respective Depositories and the Registrar to the Issue: a) Agreement dated [•] with NSDL, the Company and the Registrar to the Issue. b) Agreement dated [•] with CDSL, the Company and the Registrar to the Issue. All Bidders can seek allotment only in dematerialised mode. Bids from any Bidder without relevant details of his or her depository account are liable to be rejected. 1. A Bidder applying for Equity Shares must have at least one beneficiary account with either of the

Depository Participants of either NSDL or CDSL prior to making the Bid. 2. The Bidder must necessarily fill in the details (including the Beneficiary Account Number and

Depository Participant’s identification number) appearing in the Bid-cum-Application Form or Revision Form.

3. Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary

account (with the Depository Participant) of the Bidder 4. Names in the Bid-cum-Application Form or Revision Form should be identical to those appearing

in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

5. If incomplete or incorrect details are given under the heading ‘Bidders Depository Account

Details’ in the Bid-cum-Application Form or Revision Form, it is liable to be rejected. 6. The Bidder is responsible for the correctness of his or her Demographic Details given in the Bid-

cum-Application Form vis-à-vis those with his or her Depository Participant.

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7. Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL.

8. The trading of the Equity Shares of the Company would be in dematerialised form only for all

investors in the demat segment of the respective Stock Exchanges. Communications All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid-cum-Application Form number, Bidders Depository Account Details, number of Equity Shares applied for, date of bid form, name and address of the member of the Syndicate where the Bid was submitted and cheque or draft number and issuing bank thereof. Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, refund orders etc. Restrictions on Foreign Ownership of Indian Securities Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. Subscription by foreign investors (NRIs/FIIs) By way of Circular No. 53 dated December 17, 2003, the RBI has permitted FIIs to subscribe to shares of an Indian company in a public offer without the prior approval of the RBI, so long as the price of the equity shares to be issued is not less than the price at which the equity shares are issued to residents. There is no reservation for Non Residents, NRIs, FIIs, foreign venture capital funds, multi-lateral and bilateral development financial institutions and any other foreign investor. All Non Residents, NRIs, FIIs and foreign venture capital funds, multi-lateral and bilateral development financial institutions and any other foreign investor applicants will be treated on the same basis with other categories for the purpose of allocation. As per existing regulations, OCBs cannot participate in the Issue. The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold outside the United States to certain persons in offshore transactions in compliance with Regulation S under the Securities Act. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given for the benefit of the Bidders. The Company and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations

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and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

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SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Capitalized terms used in this section have the meaning that has been given to such terms in the Articles of Association of the Company. Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the main provisions of the Articles of Association of the Company relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity Shares/debentures and/or on their consolidation/splitting are detailed below: The regulations contained in Table A of Schedule I of the Companies Act, 1956, shall apply to our Company in so far as they are not inconsistent with or repugnant to any of the regulations contained in the Article of Association of our Company. Authorised Share Capital 3. The Authorised Share Capital of the Company shall be such as given in Clause V of the

Memorandum of Association or as altered from time to time, payable in the manner as may be determined by the Directors.The Company shall be entitled to dematerialise its existing shares, reconvert its shares held by the depositories electronically to physical form and/or to offer its fresh shares in electronic form pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any.

Increase of Capital by the Company and how carried into effect. 4. The Company at the General Meeting may, from time to time, increase the Capital by creation of

new shares, such increase to be of such aggregate amount and to be divided into shares of such respective amounts as the resolution shall prescribe. Subject to the provisions of the Act, any share of the original or increased Capital shall be issued upon such terms and conditions and with such rights and privileges annexed thereto, as the general Meeting resolving upon the creation thereof, shall direct, and if no direction be given, as the Directors shall determine, and in particular, such shares may be issued with a preferential or qualified right to Dividends, and in the distribution of assets of the Company, and with, and if the Act allows without, a right of voting at general Meeting of the Company in conformity with Section 87 and 88 of the Act. Whenever the Capital of the Company has been increased under the provisions of this Article, the Directors shall comply with the provisions of Section 97 of the Act.

New Capital same as existing Capital. 5. Except so far as otherwise provided by the conditions of issue or by these presents, any Capital

raised by the creation of new shares shall be considered as part of the existing Capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise.

Buy back of shares: 6. Notwithstanding anything contained in these articles, in accordance with the provisions of Sections

77A, 77AA and 77B of the Act or any statutory modification thereto and such other regulations and guidelines as may be issued in this regard by the relevant authorities, the Board of Directors may, if and when deem fit, buy back such of the Company’s own shares, stocks or securities, whether or not they are redeemable, as it may decide, subject to such limits, upon such terms and conditions, and subject to such approval, as are specified in this regard.

6A. Subject to Article 6, the funds of the Company shall not be employed for the purchase of or lent on

the security of shares of the Company and the Company shall not give, directly or indirectly any financial assistance whether by way of loan, guarantee or by provision of security or otherwise for

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the purpose of or in connection with any purchase of or subscription for the Shares in the Company, its holding Company.

6B. The article shall not be deemed to affect the power of the Company to enforce repayment of loans to

Members or to exercise a lien conferred by Article 40. Further issue of Capital. 7. (1) Where at any time after the expiry of two years from the formation of the Company or at any

time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed Capital of the Company by allotment of further shares out of the unissued capital or out of the increased share Capital then;

(a) such further shares shall be offered to the Persons who at the date of the offer, are holders of

the equity shares of the Company, in proportion, as nearly as circumstances admit, to the Capital paid up on those shares at that date.

(b) Such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of offer within which the offer, if not accepted, will be deemed to have been declined.

(c) The aforesaid offer shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to them in favour of any other person and the notice referred to in sub clause (b) hereof shall contain a statement of this right. PROVIDED THAT the Directors may decline, without assigning any reason to allot any shares to any person in whose favour any Member may renounce the shares offered to him.

(d) After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner and to such person(s) as they may think, in their sole discretion, fit.

(2) Notwithstanding anything contained in preceding sub-clause, the further shares aforesaid may be offered to any prsons (whether or not those Persons include the Persons referred to in caluse (a) of sub-clause (1) hereof) in any manner whatsoever.

(i) If a special resolution to that effect is passed by the Company in General Meeting; or (ii) where no such special resolution is passed, if the votes cast (whether on a show of hands, or

on a poll, as the case may be) in favour of the proposal contained in the motion moved in the general Meeting (including the casting vote, if any, of the Chairman) by Members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by Members so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf, that the proposal is most beneficial to the Company.

(3) Nothing in sub-clause (1)(c) above shall be deemed: (a) To extend the time within which the offer should be accepted; to

(b) To authorise any person to exercise the right of renunciation for a second time on the

ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation

(4) Nothing contained in this Article shall apply to the increase of the subscribed Capital

caused by the exercise of an option attached to the Debentures issued or loans raised by the Company

(i) to convert such Debentures or loans into shares in the Company; or (ii) to subscribe for shares in the Company (whether such option is conferred in these

Articles or otherwise).

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PROVIDED THAT the terms of issue of such Debentures or the terms of such loans include a term provided for such option and such term:

(a) Either has been approved by the Central Government before the issue of the Debentures

or the raising of the loans or is in conformity with Rules; if any, made by, that Government in this behalf; and

(b) In the case of Debentures loans or other than Debentures issued to or loans obtained from Government or any institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the Company in General Meeting before the issue of the Debentures or raising of the loans.

Redeemable Preference shares. 8. Subject to the provisions of Sections 80, 85 and other applicable provisions of the Act, the

Company shall have power to issue Preference Shares which are or at the option of the Company are liable to be redeemed and the resolution authorising such issue shall prescribe the manner, terms and conditions of redemption thereof.

Reduction of Capital. 10. The Company may (subject to the provisions of Sections 78,80,100 to 105 of the Act) from time to

time by Special Resolution, reduce its Capital and any Capital Redemption Reserve Account or Share Premium Account in any manner for the time being authorised by law by following the procedure prescribed by the Act.

Sub-division consolidation and cancellation of shares. 11. Subject to the provisions of Section 94 of the Act, the Company in general Meeting may, from

time to time, sub-divide or consolidate its shares, or any of them, and the resolution whereby any share is subdivided, may determine that, as between the holders of the shares resulting from such sub-division, one or more of such shares shall have some preference or special advantage as regards Dividend, Capital or otherwise over or as compared with the other or others. Subject as aforesaid the Company in general Meeting may also cancel shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Modification of rights. 12. Whenever the Capital, by reason of the issue of Preference Shares or otherwise, is divided into

classes of shares all or any of the rights and privileges attached to each class may subject to the provisions of Sections 106 and 107 of the Act be modified, commuted, affected or abrogated, or dealt with by Agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by holders of atleast three-fourths in nominal value of the issued shares of the class or is confirmed by a Special Resolution passed at a separate general Meeting of the holders of shares of the class.

13.(a) Subject to the provisions of Section 76 of the Act, the Company may at any time pay a commission

to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in or debentures of the Company, or procuring, or agreeing to procure, subscriptions (whether absolute or conditional) for any shares in or debentures of the Company, but so that the commission shall not exceed, in the case of shares five per cent of the price at which the shares are issued, and in the case of debentures two and half per cent of the price at which the debentures are issued.

(b) The Company may pay such sum for brokerage as may be lawful and reasonable.

Issue of Sweat Equity Shares:

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14. Company shall subject to and in accordance with the provisions of section 79A of the Act, shall have the power, by a Special Resolution passed at a General Meeting to issue Sweat Equity Shares to the Directors, Employees of either of the Company or of any of its subsidiary or holding Company.

Provision for Employees' Stock Option 27.(a) Subject to the provisions of section 81(1A) and other applicable provisions, if any, of the

Companies Act, 1956, and subject to the Articles of Association, the Board may, from time to time, create, offer and issue to or for the benefit of the Company's employees including the Executive Chairman, Vice-Chairman, the Managing Directors and the Whole time Directors such number of equity shares of the Company, in one or more trenches on such terms as may be determined by the Board prior to the issue and offer, in consultation with the authorities concerned and in accordance with such guidelines or other provisions of law as may be prevalent at that time but ranking pari passu with the existing equity shares of the Company.

(b) The issue price of such shares shall be determined by the Board in accordance with the laws

prevalent at the time of the issue.

(c) In the alternative to equity shares, mentioned hereinabove, the Board may also issue bonds, equity warrants or other securities as may be permitted in law, from time to time. All such issues as above are to be made in pursuance of Employees' Stock Option (ESOP) scheme to be drawn up and approved by the Board.

Directors may make calls. 29. The Board may, from time to time, subject to the terms on which any shares may have been issued

and subject to the conditions of allotment by a resolution passed at a Meeting of the Board in respect of all moneys unpaid on the shares held by them respectively and each Member shall pay the amount of every call so made on him to the person or Persons and at the times and places appointed by the Board. A call may be made payable by instalments.

Calls to carry interest. 35. If any Member fails to pay any call due from him on the day appointed for payment thereof, or any

such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to time of actual payment at such rate as shall, from time to time, be fixed by the Board not exceeding 9 per cent per annum but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such Member.

Company to have lien on shares. 40. The Company shall have a first and paramount lien upon all the share/Debentures (other than fully

paid-up shares/debentures) registered in the name of such Member (whether solely or jointly) with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any shares shall be created except on the condition that this Article will have full affect. Such lien shall extend to all Dividends and bonuses from time to time declared in respect of such shares/debenture. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any, on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provision of the clause.

As to enforcing lien by sale. 41. For the purpose of enforcing such lien the Board may sell the shares subject thereto in such

manner as they shall think fit and for this purpose may cause to be issued duplicate certificate in respect of such shares and may authorise one of their Members to execute a transfer thereof on behalf of and in the name of such Member. No sale shall be made until such period aforesaid shall

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have arrived and until notice in writing of the intention to sell shall have been served on such Member or his representatives and default shall have been made by him or them in payment fulfilment, or discharge of such debts, liabilities or engagement for fourteen days after such notice.

Application of proceeds of sale. 42. The net proceeds of any such sale be received by the Company and applied in or towards payment

of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the Persons entitled to the shares at the date of the sale.

In default of payment, shares to be forfeited. 45. If the requirements of any such notice as aforesaid shall not be complied with, every or any share

in respect of which such notice has been given, may at any time thereafter before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all Dividends declared or any other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.

Notice of forfeiture to a Member. 46. When any share shall have been so forfeited, notice of the forfeiture shall be given to the Member

in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof shall forthwith be made in the Register of Members but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make any such entry as aforesaid.

Forfeited share to be property of the Company and may be sold, etc. 47. Any share so forfeited shall be deemed to be the property of the Company, and may be sold,

reallotted, or otherwise disposed off, either to the original holder thereof or to any other person, upon such terms and in such manner as the Board shall think fit.

Transfer or transmission of shares 54. In the case of transfer or transmission of shares or other marketable securities where the Company

has not issued any certificates and where such shares or securities are being held in an electronic and fungible form in a Depository, the provisions of the Depositories Act, 1996 shall apply.

Register of Transfer 55. The Company shall keep a `Register of Transfer' and therein shall be fairly and distinctly entered

particulars of every transfer or transmission of any share held in material form.” Instrument of transfer. 56. The instrument of transfer shall be in writing and all provisions of Section 108 of the Companies

Act, 1956 and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof and a common form of transfer shall be used.

Directors may Refuse to Register Transfer

57. Subject to the provisions of Section 111 of the Act and Section 22A of the Securities Contracts

(Regulation Act, 1956, the Directors may, at their own absolute and uncontrolled discretion and by giving reason, decline to register or acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not be affected by the circumstance that the proposed transferee is already a Member of the Company but in such cases, the Directors shall within one Month from

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the date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor notice of the refusal to register such transfer provided that registration of transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or Persons indebted to the Company or any account whatsoever except when the Company has a lien on the shares However, no transfer of shares/debentures shall be refused on the ground of them not being held in marketable lots.

Transfer Books and Register of Members when closed. 58. The Board shall have power on giving not less than seven days previous notice by advertisement

in some newspaper circulating in the district in which the Office of the Company is situate to close the Transfer Books, the Register of Members or Register of Debenture-holders at such time or times and for such period or periods not exceeding thirty days at a time and not exceeding in the aggregate forty-five days in each year.

Powers to borrow. 71. Subject to the provision of Section 292 of the Act the Board may, from time to time at its

discretion by a resolution passed at a meeting of the Board accept deposits from Members either in advance of calls or otherwise and generally raise or borrow or secure the payment of any sum or sums of money for the purpose of the Company. Provided however, where the moneys to be borrowed together with the moneys already borrowed (apart from temporary loan obtained from the Company's bankers in the ordinary course of business) exceed the aggregate of the paid up Capital of the Company and its free reserves (not being reserves set apart for any specific purpose) the Board shall not borrow such moneys without the consent of the Company in General Meeting.

Payment or repayment of moneys borrowed. 72. The Board may raise or secure the repayment of such sum or sums in such manner and upon such

terms and conditions in all respects as it thinks fit, and, in particular, by the issue of bonds, perpetual or redeemable, debentures or debenture-stock, or any mortgage, or other security on the undertaking of the whole or any part of the property of the Company (both present and future) including its uncalled Capital for the time being.

Terms of issue of Debentures. 73. Any debenture, debenture-stock or other securities may be issued at a discount, premium or

otherwise and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges and conditions as to redemption, surrender, drawing allotment of shares and attending (but not voting) at General Meetings, appointment of Directors and otherwise. Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in General Meeting accorded by a Special Resolution.

Powers of Directors 166. The Board may exercise all such powers of the Company and do all such acts and things as are not

by the Companies Act, or any other Act or by the Memorandum or by the Articles of the Company required to be exercised by the Company in General Meeting, subject nevertheless to these Articles, to the provisions of the Act, or any other Act and to such regulations being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. Provided that the Board shall not, except with the consent of the Company in General Meeting accorded by an Ordinary Resolution.

(a) sell, lease or otherwise dispose of the whole or substantially the whole, of the undertaking

of the Company, or where the Company owns more than one undertaking of the whole, or substantially the whole of any such undertaking;

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(b) remit, or give time for the repayment of, any debt due by a Director; (c) invest otherwise than in trust securities the amount of compensation received by the

Company in respect of the compulsory acquisition of any such undertakings as is referred to in clause (a) or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time;

(d) borrow moneys where the moneys to be borrowed together with the moneys already

borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business), will exceed the aggregate of the paid-up Capital of the Company and its free reserves that is to say, reserves not set apart for any specific purpose. Provided further that the powers specified in Section 292 of the Act shall subject to these Articles be exercised only at meeting of the Board unless the same be delegated to the extent therein stated; or

(e) contribute to charitable and other trusts not directly relating to the business of the Company

or the welfare of its employees, any amounts the aggregate of which will, in any financial year exceed fifty thousand rupees or five percent of its average net profits as determined in accordance with the provisions of Sections 349 and 350 of the Act during the three financial years immediately preceding, whichever is greater.

Certain powers of the Board. 167. (a)Without prejudice to the general powers conferred by the preceding Article and so as not in any

way to limit or restrict those powers, and without prejudice to the other powers conferred by these Articles, but subject to the restrictions contained in the last preceding Article, it is hereby declared that the Directors shall have the following powers, that is to say power to adopt all preliminary contracts, if any, entered into by the promoters either by entering into a contract or with any other person, firm or company on behalf of the Company by way of ratification or substitution and to remunerate person or company for services rendered or to be rendered for the formation or promotion of the Company or for the acquisition of any property, licence, trademarks, letter of intent, allotments, know how or similar thing by the Company.

(b) Without prejudice to the generality of the foregoing, upon the adoption of preliminary contracts, if any, entered into by and between the promoters and any other Persons, the Board shall have power in its absolute discretion to issue and allot fully paid Equity or Preference Shares of the Company or by issue of Fully and/or Partly paid Convertible /Non-Convertible Debentures or such other Securities or partly by one and partly by other, in any combination, in one or more trenches may be thought fit by the Board, for consideration in cash or otherwise than in cash to the Promoters or to any other person in terms of the agreement that may be entered into between the Company and the Promoters or to any other person including.

(i) To pay cost, charges and expenses preliminary and incidental to the promotion, formation,

establishment and registration of the Company.

(ii) To enter into contracts for the acquisition of fixed assets, net current assets, selling rights etc and to enter into non-compete agreements with any other person, firm or company on behalf of the Company by way of ratification or substitution and to remunerate person or company for services rendered or to be rendered or for the acquisition of any property, licence, trademarks, letter of intent, allotments, know how or similar thing by the Company and for the purpose to pay for such consideration as may arise therefrom by issue of fully paid Equity or Preference Shares of the Company or by issue of Fully and/or Partly paid Convertible / Non-Convertible Debentures or partly by one and partly by other, in any combination, in one or more trenches as the Board may deem fit.

(iii) To pay and charge to the Capital account of the Company any commission, brokerage or

interest lawfully payable thereon under the provisions of Sections 76 and 208 of the Act.

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(iv) Subject to Sections 292, 297 and 360 of the Act to purchase or otherwise acquire for the Company any property, rights or privileges which the Company is authorised to acquire, at or for such price or consideration and generally on such terms and conditions as they may think fit and in any such purchase or other acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory.

(v) At their discretion and subject to provision of the Act to pay for any property, rights, or

privileges acquired by or services rendered to the Company, either wholly or partially, in cash or in shares, bonds, debentures, mortgages or other securities of the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures, mortgages or other securities may be either specially charged upon all or any part of the property of the Company and its uncalled Capital or not so charged.

(vi) To secure the fulfillment of any contracts or engagement entered into by the Company by

mortgage or charge of all or any of the property of the Company and its uncalled Capital for the time being or in such manner as they may think fit.

(vii) To accept from any Member, as far as may be permissible by law, a surrender of his shares

or any part thereof, on such terms and conditions as shall be agreed.

(viii) To appoint any person to accept and hold in trust for the Company any property belonging to the Company, in which it is interested, or for any other purposes, and to execute and do all such deeds and things as may be required in relation to any trust, and to provide for the remuneration of such trustee or trustees.

(ix) To institute, conduct, defend, compound, or abandon any legal proceedings by or against

the Company or its officers or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and or any claim or demands by or against the Company and to refer any differences to arbitration, and observe and perform any awards made thereon.

(x) To act on behalf of the Company in all matters relating to bankruptcy and insolvency. (xi) To make and give receipts, releases, and other discharges for moneys payable to the

Company and for the claims and demands of the Company.

(xii) Subject to the provisions of Sections 292, 295, 369, 370 and 372 of the Act, to invest and deal with any moneys of the Company not immediately required for the purposes thereof upon such security (not being shares of this Company) or without security and in such manner as they may think fit, and from time to time to vary or realise such investments. Save as provided in Section 49 of the Act, all investments shall be made and held in the Company's own name.

(xiii) To execute in the name and on behalf of the Company in favour of any Director or other

person who may incur or be about to incur any personal liability whether as principal or surety, for the benefit, of the Company, such mortgages of the Company's property (present and future) as they think fit, and any such mortgage may contain a power of sale and such other powers, provisions, covenants and agreements as shall be agreed upon.

(xiv) To determine from time to time who shall be entitled to sign on the Company's behalf bills,

notes, receipts, acceptances, endorsements, cheques, Dividend warrants, releases, contracts and documents and to give them necessary authority for such purpose.

(xv) To distribute by way of bonus amongst the staff of the Company a share or shares in the

profits of the Company and to give to any officer or other Persons employed by the Company a commission on the profits of any particular business or transaction and to charge such bonus or commission as part of the working expenses of the Company.

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(xvi) To provide for the welfare of Directors or ex-Directors or employees or ex-employees of the Company and their wives, widows and families or the dependants or any connection of such Persons, by building or contributing to the building of houses, dwellings, or chawls, or by grants of moneys, pension, gratuities, allowances, bonus or other payments or by creating, and from time to time subscribing or contributing to provident fund and other associations, institutions, funds, trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospital and dispensaries, medical and other attendance and other assistance as the Board shall think fit, and to subscribe or contribute or otherwise to assist or to guarantee to charitable, benevolent, religious, scientific, national or institutions or objects which shall have any moral or other claim to support or aid by the Company either by reason of locality of operation, or of public and general utility or otherwise.

(xvii) Before recommending any Dividend, to set aside out of the profits of the Company such

sums as they may think proper for depreciation or to Depreciation Fund or to an Insurance Fund or as a Reserve Fund or Sinking Fund or any special fund to meet contingencies or to repay debenture or debenture-stock or for special Dividends or for equalising Dividends or for repairing, improving, extending, and maintaining any of the property of the Company and for such other purposes (including the purposes referred to in the preceding clause), as the Board may, in their absolute discretion, think conducive to the interest of the Company and subject to Section 292 of the Act, invest the several sums to set aside for so much thereof as required to be invested, upon such investments (other than shares of the Company) as they may think fit, and from time to time to deal with and vary such investments and dispose of and apply and expend all or any part thereof for the benefit of the Company in such manner and for such purposes as the Board in their absolute discretion, think conducive to the interest of the Company notwithstanding that the matters to which the Board apply or upon which they expend the same, or any part thereof may be matters to or upon which the capital moneys of the Company might rightly be applied or expended, and to divide the Reserve Fund into such special funds as the Board may think fit with full power to transfer the whole or any portion of a Reserve Fund or division of a Reserve Fund to another Reserve Fund or Division of a Reserve Fund and with full power to employ the assets constituting all or any of the above funds, including the Depreciation Fund, in the business of the Company or in the purchase or repayment of Debenture or debenture stock and without being bound to keep the same separate from the other assets and without being bound to pay interest on the same with power however to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper, not exceeding nine percent per annum.

(xviii) To appoint, and at their discretion remove or suspend such general managers, managers,

secretaries, assistants, supervisors, clerks, agents and servants for permanent, temporary or special services as they may from time to time think fit, and to determine their powers and duties and fix their salaries or emoluments or remuneration, and to require security in such instances and to such amount as they may think fit. And also from time to time to provide for the management and transaction of the affairs of the Company in any specified localities in India or elsewhere in such manner as they think fit and the provisions contained in the four next following sub-clauses shall be without prejudice to the general powers conferred by this sub-clause.

(xix) To comply with the requirements of any local law which in their opinion shall be in the

interests of the Company necessary or expedient to comply with. (xx) From time to time and at any time to establish any local Board for managing any of the

affairs of the Company in any specified locality in India or elsewhere and to appoint any Persons to be Members of such local Boards, and to fix their remuneration.

(xxi) Subject to Section 292 of the Act, from time to time and at any time to delegate to any

Persons so appointed any of the powers, authorities and discretion for the time being vested in the Board, other than their power to make calls or to make loans or borrow moneys, and to authorise the Members for the time being of any such local Board, or any of them to fill

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up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Board may think fit, and the Board may at any time remove any person so appointed, and may annul or vary any such delegation.

(xxii) At any time and from time to time by power of Attorney under the Seal of the Company, to

appoint any person or Persons to be the Attorney or Attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in/or exercisable by the Board under these presents and excluding the power to make calls and excluding also except in their limits, authorised by the Board, the power to make loans and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit; and any such appointment may (if the Board thinks fit) be made in favour of the Members or any of the Members of any Local Board, established as aforesaid or in favour of any Company, or the shareholders, directors, nominees, or managers of any company or firms or otherwise in favour of any fluctuating body of Persons whether nominated directly or indirectly by the Board and any such Power of Attorney may contain such Powers for the protection or convenience of Persons dealing with such Attorneys as the Board may think fit, and may contain powers enabling any such delegates or attorneys as aforesaid to sub-delegate all or any of the powers authorities and discretion for the time being vested in them.

(xxiii) Subject to Section 294 and 297 of the Act, for or in relation to any of the matters aforesaid

or otherwise for the purposes of the Company to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient.

(xxiv) From time to time to make, vary and repeal by-laws for the regulation of the business of the

Company its officers and servants.

Simultaneous appointment of different categories of managerial personnel 168. The Company may employ at the same time more than one of the following categories of managerial

personnel, namely;

(a) Chairman (b) Vice Chairman (c) Managing Director (d) Chief Executive Officer and (e) Whole time Director

The Company in General Meeting may declare a Dividend. 173. The Company in General Meeting may declare Dividends to be paid to Members according to

their respective rights, but no Dividends shall exceed the amount recommended by the Board, but the Company in General Meeting may declare a smaller Dividend.

Dividends only to be paid out of profits. 174. No Dividends shall be declared or paid otherwise than out of profits of the financial Year arrived at

after providing for depreciation in accordance with the provisions of Section 205 of the Act or out of the profits of the Company for any previous financial Year or Years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both provided that:

(a) If the Company has not provided for depreciation for any previous financial Year or Years

it shall, before declaring or paying a Dividend for any financial Year, provide for such depreciation out of the profits of the financial Year or out of the profits of any other previous financial Year or Years;

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(b) If the Company has incurred any loss in any previous financial Year or Years the amount

of the loss or an amount which is equal to the amount provided for depreciation for that Year or those Years whichever is less, shall be set off against the profits of the Company for the Year for which the Dividend is proposed to be declared or paid or against the profits of the Company for any previous financial Year or Years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section (2) of Section 205 of the Act or against both.

Interim Dividend. 175. The Board may from time to time, pay to the Members such interim Dividends as in their

judgement the position of the Company justifies.

Dividends how remitted. 182. Unless otherwise directed any Dividend may be paid by cheque or warrant or by a payslip or

receipt having the force of a cheque or warrant sent through the post to the registered address of the Member or person entitled or in case of joint-holders to that one of them first named in Register in respect of the joint-holdings. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or payslip or receipt lost in transmission, or for any Dividend lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant or the forged signature of any payslip or receipt or the fraudulent recovery of the Dividend by any other means.

Capitalisation. 186.(a) The Company in General Meeting may by a special resolution resolve that any moneys,

investments or other assets forming part of the undivided profits of the Company standing to the credit of the Reserve Account or Fund, or any Capital Redemption Reserve Account, or in the hands of the Company and available for Dividend (or representing premium received on the issue of shares and standing to the credit of the Shares Premium Account) be capitalised and distributed amongst such of the shareholders as would be entitled to receive the same if distributed by way of Dividend and in the same proportions on the footing that they become entitled thereto as Capital and that all or any part of such capitalised value or sum or fund be applied on behalf of such shareholders in paying up in full either at par or at such premium as the resolution may provide, any unissued shares or debentures or debenture stock of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued shares or debentures or debenture-stock and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalised sum, provided that a Share Premium account and a Capital Redemption Reserve Account may, for the purpose of this Article, only be applied in the paying of any unissued shares to be issued to Members of the Company as fully paid bonus shares.

(b) A General Meeting may resolve that any surplus moneys arising from the realisation of any capital

assets of the Company, or any investments representing the same, or any other undistributed profits of the Company not subject to charge may be distributed among the Members on the footing that they receive the same as capital.

(c) For the purpose of giving effect to any resolution under the preceding paragraphs of this article, the

Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient and in particular may issue fractional certificates and may fix the value for distribution of any specific assets, and may determine that such cash payments shall be made to any Members upon the footing of the value so fixed or that fraction of less value than Rs. 10/- may be disregarded in order to adjust the rights of all parties and may vest any such cash or the specific assets in trustees upon such trusts for the person entitled to the Dividends or capitalised funds as may seem expedient to the Board. Where requisite, a proper contract shall be delivered to the Registrar for registration in

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accordance with Section 75 of the Act, and the Board may appoint any person to sign such contract on behalf of the Persons entitled to the Dividend or capitalised fund, and such appointment shall be effective.

Liquidator may divide assets in specie. 201. The Liquidator on any winding-up (whether voluntary, under supervision or compulsory) may

with the sanction of a Special Resolution, but subject to the rights attached to any preference shares Capital, divide among the contributors in specie any part of the assets of the Company and may with the like sanction, vest any part of the assets of the Company in trustees upon such trust for the benefit of the contributors as the liquidator, with the like sanction, shall think fit.

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SECTION IX: OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or entered into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material have been entered or to be entered into by our Company. These Contracts, copies of which have been attached to the copy of this Draft Red Herring Prospectus, delivered to the Registrar of Companies for registration and also the documents for inspection referred to hereunder, may be inspected at the registered office/corporate office of our Company from 10.00 am to 4.00 pm on Working Days from the date of the Red Herring Prospectus until the Bid/Issue Closing Date. Material Contracts

1. Engagement Letter dated September 24, 2007 to the BRLMs from our Company appointing them as the BRLMs.

2. Memorandum of Understanding amongst our Company and the BRLMs dated September 24, 2007.

3. Memorandum of Understanding between our Company and Registrar to the Issue, dated September 24, 2007.

4. Escrow Agreement dated [•], 2007 between the Company, the BRLMs, the Escrow Banks and the Registrar to the Issue.

5. Syndicate Agreement dated [•], 2007 between the Company, the BRLMs and the Syndicate Member.

6. Underwriting Agreement dated [•], 2007 between the Company, the BRLMs and the Syndicate Member.

Material Documents

1. Our Memorandum and Articles of Association as amended from time to time.

2. Our certification of incorporation.

3. Board resolutions in relation to the Issue.

4. Shareholders’ resolutions in relation to the Issue.

5. Board resolutions for remuneration of our whole time Directors.

6. Summary Statements of Assets and Liabilities and Summary Statement of Profits and Losses, as Restated and Cash Flows, as Restated, under Indian GAAP as at and for the Years Ended March 31, 2007, 2006, 2005, 2004 and 2003, audited by Waterhouse & Co., Chartered Accountants and their audit report on the same, dated September 26, 2007.

7. Statement of Tax Benefits from Price Waterhouse & Co., Chartered Accountants dated September 26, 2007 Auditor’s Report on possible income-tax benefits available to the Company and its shareholders.

8. Copies of annual reports of our Company for the years ended March 31, 2003, 2004, 2005, 2006 and 2007.

9. Consent of Price Waterhouse & Co., our Auditors for inclusion of their reports on restated financial statements and auditors report on audited financial statements as at and for the financial year ended March 31, 2007 in the form and context in which they appear in the Draft Red Herring Prospectus.

10. General powers of attorney executed by our Directors in favour of person(s) for signing and making necessary changes to this Draft Red Herring Prospectus and other related documents.

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11. Consents of Bankers to the Company, BRLMs, Syndicate Member, Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Issue, domestic legal counsel to the Company, domestic legal counsel to the BRLMs, Directors of the Company, Company Secretary and Compliance Officer, as referred to, in their respective capacities.

12. Initial listing applications dated [•], 2007 and [•], 2007 filed with the NSE and the BSE respectively

13. In-principle listing approval dated [•], 2007 and [•], 2007 from the NSE and the BSE respectively

14. Tripartite Agreement between NSDL, our Company and the Registrar to the Issue dated [•], 2007

15. Tripartite Agreement between CDSL, our Company and the Registrar to the Issue dated [•], 2007

16. Due diligence certificate dated September 28, 2007 to SEBI from the BRLMs.

17. SEBI observation letter No. [•] dated [•], 2007.

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes

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DECLARATION We, the Directors of the Company, certify that all relevant provisions of the Companies Act, 1956, and the guidelines issued by the GoI and the guidelines issued by the SEBI, applicable, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956, the SEBI Act or the rules made or guidelines issued thereunder, as the case may be, and that all approvals and permissions required to carry on the business of our Company have been obtained, are currently valid and have been complied with. We further certify that all the statements in this Draft Red Herring Prospectus are true and correct. Signed by the Directors of our Company: Purnendu Chatterjee

Swapan Bhattacharya

Swadesh Chatterjee

Vijay Laxman Kelkar*

Mukul Sarkar

Birch Bayh*

Firdose Vandrevala* * Signed by duly authorized power of attorney holder. Signed by the Head Finance, the Company Secretary and the Compliance Officer: Rakesh Pandya

Sunayana Harlalka

Vikash Kumar Agarwal

Date: September 28, 2007 Place: Kolkata