BROKER'S CONSENT LETTER
To
The Board of Directors
X Co. Ltd.
Bangalore
Dear Sirs
Re:  Your public issue of 12% Secured Non-convertible Redeemable Debentures for the aggregate value of Rs. 2,000 Crores.
We, the undersigned, hereby agree to act as Brokers to the aforesaid issue and our name being inserted as Brokers to the issue in the Prospectus to be issued by the company. We hereby authorise the company to deliver this letter of consent to the Registrar of Companies, Bangalore pursuant to the provisions of section 60 of the Companies Act 1956.
We are agreeable to accept brokerage at 1% on the nominal value on allotment of the Debentures made in respect of applications bearing our stamps as brokers. We authorise you to deliver a copy of this letter to the Registrar of Companies pursuant to the provisions of section 76(l)(y) of the Companies Act 1956.
Yours faithfully B&Co.

UNDERWRITER'S CONSENT
To
The Board of Directors
X Co. Ltd.
Dear Sirs
We have seen your draft prospectus offering for public-subscription 1,00,000 shares of your company of the nominal value of Rs……………… 100 each. 
Rule 15 of SEBI (Underwriters) Rules 1993.
We are agreeable to underwrite the whole issue provided the shares are offered to the public in accordance with the conditions entered in the prospectus.
We shall put in a written application for allotment of such shares as remain unsubscribed on the closing day fixed for subscription of those shares. If all these shares are subscribed by the public on or before the closing day, our undertaking shall cease. If a smaller number of shares are subscribed by the public then our application and undertaking shall have effect in respect of the balance shares.
You shall pay us a commission at the rate of 5% on the face value of 1,00,000 shares to the issued. If we fail to apply for the shares which remain unsubscribed on the closing day fixed for subscription of those shares we hereby authorise you to appoint some of your officers to make an application on our behalf for the unsubscribed shares on the closing day fixed for subscription and the commission payable to us may be appropriated by you towards the application and/or allotment money. Please let us have your acceptance of this application.
Yours faithfully Y&Co.
LETTER OF ACCEPTANCE
To Y & Co.
Dear Sirs
With reference to your application dated………..we accept your offer to act as an underwriter to our issue of 1,00,000 ordinary shares of Rs. 100 each at a commission of 5% per cent upon the footing and subject to the conditions contained in your application and in the draft Prospectus.
Yours faithfully X & Co. Ltd.

UNDERWRITING AGREEMENT FOR SHARES

This agreement made on the 4th day of June 2000 between X & Co. Ltd., a company having its registered office at	(hereinafter called the company) of the one part and Merchant Bank Ltd., having its registered office at	(hereinafter called the underwriter) of the other part.
Whereas the company is intending to offer for public subscription the issue of 1,00,000 shares of Rs. 100 each in accordance with terms of the draft prospectus a copy of which is annexed hereto with such modifications therein as may be mutually agreed upon between the company and the
UNDER WRITER.
And whereas the underwriter has agreed to underwrite the shares on the terms and conditions contained in the draft prospectus as also in these presents.
Now therefore these presents witnesseth and the parties hereby agree as follows:
1. If the said 1,00,000 shares shall on or before the 10th day of June 2005 (or such later date as shall be mutually agreed upon by the parties hereto but not after the 10th July 2000) be offered by the company for subscription by the public at par on the terms of such prospectus as aforesaid, the underwriters shall on or before the closing of the subscription list apply at par for the said 1,00,000 shares.
The said prospectus shall be issued in the form already approved by the underwriter or with such modification, if any, as shall be mutually agreed between the company and the underwriter.
If on the closing of the lists under the said prospectus the said 1,00,000 shares shall be allotted in respect of applications from the public the responsibility of the underwriter will cease and no allotment is to be made under this agreement to the underwriter but if the said 1,00,000 shares be not allotted to the public or any smaller number of such shares be allotted, the undertaking of the underwriter  is to take the balance shares.
The company shall pay to the underwriter in cash within 15 days from the allotment of the said 1,00,000 shares a commission at the rate of 5% on the nominal value of the entire issue of the shares.
This agreement is irrevocable on the part of the underwriter and authorises the company in the event of the underwriter not applying for the said 1,00,000 shares to cause application to be made for such shares or any part thereof in the name and on behalf of the underwriter in accordance with the terms of the said prospectus and underwriter authorises the directors of the company to allot the requisite shares of the COMPANY to the underwriter. In the event of the company causing an application to be made for such shares in the name of the underwriter, the underwriter shall hold the company, and the said applicants harmless and keep them indemnified in respect of all liabilities in relation to such application and/ or shares.
In witness whereof the parties hereto have executed these presents on the day, month and year first above-written.
Signed, sealed and delivered by
Mr…………….	
pursuant to Board Resolution 
dated 4th June 2000 of X & Co. Ltd. in presence of:

Signed, sealed and delivered by
Mr…………….
pursuant to Board Resolution of Merchant Bank Ltd. 
dated 4th June 2000 in the presence of: