Comunicación y educación popular

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Red Herring Prospectus) which are or may be deemed material have been entered or to be entered into by the Company. These contracts, copies of which have been attached to the copy of this Red Herring Prospectus, delivered to the RoC for registration and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of the Company between 10.00 am to 4.00 pm on working days from the date of this Red Herring Prospectus until the Bid Closing Date/Issue Closing Date.

Material Contracts

1. Engagement Letters dated November 9, 2005 executed with Centrum Capital Limited appointing them as BRLM. 2. Memorandum of Understanding executed by the Company and the BRLM dated January 27, 2006.

3. Memorandum of Understanding executed by the Company and the Registrar to the Issue M/s Intime Spectrum Registry Limited dated December 08, 2005

4. Escrow Agreement dated March 18, 2006 among the Company, the BRLM, Escrow Collection Bank(s) and the Registrar to the Issue.

5. Syndicate Agreement dated March 18, 2006 between the Company and the BRLM. 6. Underwriting Agreement dated [•], 2006 between the Company and the BRLM.

Material Documents/Documents for Inspection

Company were Incorporated on 24th _{January 1995 as a Private Limited Company and was converted to a Public Limited}

Company vide fresh certificate of incorporation dated 20th _{October, 2005 as ‘Emkay Share & Stock Brokers Limited’}

1. Certified true copies of the Memorandum and Articles of Association of the Company as amended from time to time. 2. Certificate of Incorporation of the Company dated 24th _{January, 1995.}

3. Fresh Certificate of Incorporation of the Company consequent to the name change due to conversion into Public Limited Company dated 20th _{October, 2005.}

4. Resolution of the members of the Company passed at the Extra-ordinary General Meeting held on November 17, 2005 approving the appointment of Mr.Krishna Kumar Karwa and Mr. Prakash Kacholia as Managing Directors for a period of 5 Years with effect from 1st _{October 2005 and approving the remuneration payable to him, alongwith}

form 25C with ROC fee receipts. And Letter of appointment dated 25th _{October 2005 between us and Mr.Krishna}

Kumar Karwa and Mr. Prakash Kacholia.

5. Copy of Resolution of the Members of the Company passed at the Extra Ordinary General Meeting held on17th November 2005 pursuant to Section 81 (1A) of the Companies Act.

6. Resolutions of the Board of Directors dated January 28, 2006 in relation to this Issue.

7. Reports of the Statutory Auditors, M/s. B. L. Sarda & Associates, Chartered Accountants, dated January 27, 2006 prepared as per Indian GAAP and mentioned in this Red Herring Prospectus.

8. Letter dated January 07, 2006 from the Statutory Auditors of our Company M/s B.L. Sarda & Associates, Chartered Accountants confirming Tax Benefits as mentioned in this Red Herring Prospectus.

9. Copies of Annual Reports of our Company for the last five years.

10. Consents of the Auditors being M/s B.L. Sarda & Associates for inclusion of their report on accounts in the form and context in which they appear in this Red Herring Prospectus.

11. Certificate by the Statutory Auditors, M/s. B. L. Sarda & Associates dated January 28, 2006 regarding Compliance with Corporate Governance.

12. General Power of Attorney executed by the Directors of our Company in favour of Mr. Vijay Shenoy, Chief Financial Officer and Compliance Officer for signing and making necessary changes to this Red Herring Prospectus and other related documents.

13. Resolution of the Meeting of the Board of Directors held on January 28, 2006 for the formation of the Company’s Audit Committee, Investors Grievances Committee and Remuneration Committee.

14. Consents of BRLM, , Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Company, Monitoring Agency, Legal Counsel to the Issue, Directors, Company Secretary and Compliance Officer, as referred to, in their respective capacities.

15. Initial listing applications dated February 15, 2006 both filed with NSE and BSE.

16. In-principle listing approvals vide letter No. NSE/List 20824-M dated March 8, 2006 and letter No. DCS/Smg/sm/dm/ 2006 dated February 22, 2006 from NSE and BSE, respectively.

17. Tripartite agreement between NSDL, our Company and the Registrar to the Issue, M/s. Intime Spectrum Registry Limited datedFebruary 22, 2006.

18. Tripartite agreement between CDSL, our Company and the Registrar to the Issue, M/s. Intime Spectrum Registry Limited dated December 23, 2005.

19. Due diligence certificate dated January 28, 2006 to SEBI from BRLM.

20. SEBI observation letter no.CFD/DIL/ISSUES/V/62867/2006 dated March 17, 2006 and our reply to the same dated March 20, 2006.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the applicable laws.

DECLARATION

We, the Directors of the Company, hereby declare that all relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government or the guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956 or the Securities and Exchange Board of India Act, 1992 or rules made there under or guidelines issued, as the case may be.

Name of the Directors:

Mr. G. P. Gupta, Chairman

Mr. Krishna Kumar Karwa, Managing Director

Mr. Prakash Kacholia, Managing Director

Mr. S. K. Saboo, Director

Mr. R. K. Krishnamurthi, Director

Mr. G. C. Vasudeo, Director

Chief Financial Officer and Compliance Officer

Mr. Vijay Shenoy

Date : March 21, 2006 Place : Mumbai