1. What do you mean by Financial Restucturing? Why there is a need for Financial Restucturing?

Ans: Financial restructuring of a company involves a rearrangement of its financial structure so as to make the company finances more balanced. Both an undercapitali!ed and overcapitali!ed company may restructure their capital by taking corrective steps.

Financial restructuring is the process of reshuffling or reorganizing the financial structure, which primarily comprises of equity capital and debt capital. Financial restructuring can be done because of either compulsion or as part of the financial strategy of the company. This financial restructuring can be either from the assets side or the liabilities side of the balance sheet. If one is changed, accordingly the other will be adjusted. The two components of financial restructuring are; Debt Restructuring Equity Restructuring
"eed for financial restructuring A company should always try to seek a balance between its debt and equity in its capital structure and the funding of the resulting deficit. The targets a company sets in striking this balance are influenced by business conditions, which seldom remain constant. When, during the life time of a company, any of the following situations arise, the Board of Directors of a company is compelled to think and decide on the companys restructuring necessity for in!ecting more working capital to meet the market demand for the companys products or ser"ices# when the company is unable to meet its current commitments# when the company is unable to obtain further credit from suppliers of raw materials, consumable stores, bought$out components etc. and from other parties like those doing !ob work for the company. when the company is unable to utilise its full production capacity for lack of liquid funds. Financial restructuring of a company involves a rearrangement of its financial structure to make the company#s finances more balanced. Restructuring of under$capitali!ed %ompany An under$capitali%ed company may consider restructuring its capital by taking one or more of the following correcti"e steps in!ecting more capital whene"er required either by resorting to rights issue or additional public issue. resorting to additional borrowings from financial institutions, banks, other companies etc. issuing debentures, bonds, etc. or in"iting and accepting fi&ed deposits from directors, their relati"es, business associates and public.

Restructuring of over$capitali!ed company 'f a company is o"er$capitali%ed, its capital also requires restructuring by taking following correcti"e measures Buy$back of own shares. (aying back surplus share capital to shareholders. )epaying loans to financial institutions, banks, etc. )epaying fi&ed deposits to public etc. )edeeming its debentures, bonds, etc.

B*+$BA,- ./ 01A)20 3ot only statute, but also common law, has upheld the 4sanctity of a companys capital. 'n 5667, in Tre"or 8. Whitworth 95667: 5; App ,as <=>, it was held that a company limited by shares may not purchase its own shares as this would amount to an unauthori%ed reduction of capital. The rationale for this decision is plain, namely that the creditors of the company make decisions on its credit$worthiness on se"eral grounds, but an important ground is the amount of its share capital. 'f the courts had not established at an early stage that capital was 4sacrosanct and could not be returned to shareholders at their whim, then share capital would not ha"e been protected. Without this protection, creditors could find shareholders depleting share capital, with creditors left to carry all the business risks. 'n 'ndia, the rule in Tre"or ". Whitworth was enshrined in 0ection 77 of the ,ompanies Act, 5>?@ which prohibited a company from buying or cancelling its own shares, unless it complied with the pro"isions and followed the procedure for reduction of share capital under sections 5== to 5=< of the ,ompanies Act, 5>?@ which in"ol"ed confirmation by the ,ourt. 1owe"er, 0ection 77A of the ,ompanies Act, 5>?@ which was inserted in the ,ompanies Act by the ,ompanies 9Amendment:Act, 5>>> with retrospecti"e effect from A5.5=.5>>6 is an e&ception to the prohibition under 0ection 77 and 0ection 5==. 0ection 77A allows companies to buy$back their own shares as well as other specified securities. ,.3,2(T ./ B*+$BA,Buy$back of equity shares is one of the prominent modes of capital restructuring. 't is a financial strategy that allows a company to buy back its equity shares and other specified securities, including the securities issued to employees of the company pursuant to a scheme of stock option or sweat equity. 'n the fast changing national and international economic scenario, the corporate sector needs freedom in restructuring its debt$equity mi&, particularly in times of fa"ourable business en"ironment. (rior to the insertion of 0ection 77A in the ,ompanies Act, 5>?@, this type of capital restructuring was achie"ed through capital reduction process under 0ection 5== of the ,ompanies Act, 5>?@, in"ol"ing the cumbersome procedure of passing a special resolution, sub!ect to confirmation by the ,ourt. 0ection 77A has opened up a new method of capital restructuring by companies as and when required. Buy$back being a financial strategy, should not be used for impro"ing controlling interest of the promoters group. 1owe"er, impro"ement of controlling interest may occur as a natural consequence of the buy$back strategy. Bood corporate management should always aim at creation and enhancement of share holders "alue. Buy$back offers a straight forward route for reducing equity. When equity is costlier than debt, buy$back helps in reducing the o"erall capital cost.

When a company has an unsuitable debt$equity ratio and it needs to alter its 4skewed equity, it has to build free reser"es or in!ect more borrowed funds. 'n a growth situation, procuring borrowed funds may be possible but otherwise changing the financial structure is quite difficult. Buy$back option may help in rectifying the skewed equity share capital in the e&isting capital structure of a low 4le"eraged company with stable return. 32,200'T+ /.) B*+$BA,Bood corporate go"ernance requires proper utilisation of shareholders money. When a company has surplus funds, which it can not, in the gi"en circumstances and in the gi"en state of money market, deploy in a growth process from which it would be able to maintain an a"erage return on capital employed and earning per share, the companys finances need to be restructured by balancing the same. The Board of Directors of the company has to make a thorough study into the financial structure of the company, the precise reasons for its restructuring and the mode of restructuring which would be suitable to the requirements of the company in the gi"en circumstances. .ne of the methods of financial restructuring open to a company is buy$back of its own securities. Buy$back results in the return of the shareholders money and a reduction of the floating stock of the companys securities in the market while at the same time creating "alue for the remaining equity. 'n a reconstruction, the reasons for embarking upon a buy$back are "aried and could include facilitating reduction of share capital without recourse to the lengthy and time$ consuming process of passing a special resolution sub!ect to confirmation by the ,ourt as required under 0ection 5== of the ,ompanies Act, 5>?@# creation of liquidity in a companys share capital and pro"iding an e&it route, where shares are unlisted, or to encourage in"estment in an unlisted company by agreeing to purchase shares subscribed for at a later date# reducing floating stock of the companys securities in the market and impro"ing the net asset "alue per share attributable to the remaining equity# proper and !udicious deployment of the companys finances by in"esting the same in the purchase of its own securities# maintaining shareholders "alue in a situation of poor state of secondary market by a return of surplus cash to the shareholders# and countering hostile take$o"er. ().,2D*)2 A3D ()A,T',2 /.) B*+$BA,- ./ 02,*)'T'20 *nder 0ection 77A of the ,ompanies Act, 5>?@ any company limited by shares or a company limited by guarantee and ha"ing a share capital can buy$back its own securities, whether it is a pri"ate, public, listed or unlisted company. B*+$BA,- ().,2D*)2 /.) C'0T2D 02,*)'T'20 The procedure to be followed for buy$back of securities by listed companies is contained in 0ections 77A, 77AA and 77B of the ,ompanies Act, 5>?@ and 9referred to as 4the )egulations hereinafter: the 0ecurities and 2&change Board of 'ndia 9Buy$ back of 0ecurities: )egulations, 5>>6, which, is detailed below D/or te&t of the 0ecurities and 2&change Board of 'ndia 9Buy$back of 0ecurities: )egulations, 5>>6, please see Anne&ure 5E. /unding buy$back According to 0ection 77A95: of the ,ompanies Act, 5>?@ a company may purchase its own shares or other specified securities 9hereinafter referred to as Fbuy$backG: out of its free reser"es# or the securities premium account# or the proceeds of any shares or other specified securities.

1owe"er, no buy$back of any kind of shares or other specified securities can be made out of the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities. Thus, the company must ha"e at the time of buy$back, sufficient balance in any one or more of these accounts to accommodate the total "alue of the buy$back. ,onditions for buy$back As per 0ection 77A9;:, a buy$back must be authorised by the articles of association of the company. 't is, therefore, necessary for a company proposing to resort to a buy$back to make sure that such an authority e&ists in its articles. 'f the articles do not contain such a pro"ision, the company must follow the procedure laid down in 0ection A5 of the ,ompanies Act for altering its articles to incorporate such a pro"ision by passing a special resolution and filing a certified true copy of the same along with /orm 3o. ;A, with the concerned )egistrar of ,ompanies, for registration as required by 0ection 5>; of the Act. D/or specimen of special resolution for alteration of Articles of Association of the company for including an Article authorising buy$back of securities, please see Anne&ure ;E. 'n terms of 0ub$section 9;:9b: of 0ection 77A, a buy$back must be appro"ed by a special resolution passed in general meeting of the company. 1owe"er, a special resolution at a general meeting is not necessary where buy$back is or less than ten per cent of the total paid$up equity capital and free reser"es of the company and such buy$back has been authorised by the Board of Directors of the company by means of a resolution passed at its meeting. 'n such a case, no offer of buy$back can be made within a period of A@? days, reckoned from the date of the preceding offer of buy$back, if any. Dpro"iso to 0ection 77A9;:9b:E. D/or specimen of special resolution for appro"ing buy$back of companys own securities, please see Anne&ure AE. 0ub$regulation 95: of )egulation ? of the )egulations, lays down that for the purposes of passing a special resolution under 0ub$section 9;: of 0ection 77A of the ,ompanies Act, the e&planatory statement to be anne&ed to the notice for the general meeting pursuant to 0ection 57A of the ,ompanies Act shall contain disclosures as specified in 0chedule ' to the )egulations. 0ub$regulation 9;: pro"ides that a copy of the resolution passed at the general meeting under 0ub$section 9;: of 0ection 77A of the ,ompanies Act, shall be filed with 02B' and the stock e&changes where the shares of the company are listed, within se"en days from the date of passing of the resolution. )egulation ?A of the )egulations, pro"ides the following conditions sub!ect to which a company may buy back its securities when authorised by a Board resolution pursuant to pro"iso to 0ection 779A:9;: of ,ompanies Act before making a public announcement under )egulation 695:, a public notice shall be gi"en in atleast one 2nglish national daily, one 1indi national daily and a regional language daily all with wide circulation at the place where the registered office of the company is situated. the public notice shall be gi"en within ; days of the passing of the resolution by the Board of Directors. the public notice shall contain the disclosures as specified in 0chedule '. Also, a copy of the resolution, passed by the Board of Directors at its meeting, authorising buy back of its securities, shall be filed with the Board and the stock e&changes where the securities of the company are listed, within two days of the date of passing a special resolution. Cimits upto which securities can be bought back

A buy$back must be equal to or less than twenty$fi"e per cent of the total paid$up capital and free reser"es of the company. 1owe"er, the buy$back of equity shares in any financial year should not e&ceed twenty$fi"e per cent of its total paid$up equity capital in that financial year D0ection 77A9;:9c:E. Haintenance of post buy$back debt$equity ratio The ratio of the debt owed by the company must not be more than twice the capital and free reser"es after such buy$back. 1owe"er, the ,entral Bo"ernment may prescribe a higher ratio of the debt than that specified under this clause for a class or classes of companies. FDebtG includes all amounts of unsecured and secured debts D0ection 77A9;:9d:E. All the shares or other specified securities for buy$back must be fully paid$up D0ection 77A9;:9e:E. The buy$back of shares or other specified securities listed on any recognised stock e&change must be in accordance with the 02B' regulations in this behalf D0ection 77A9;:9f:E. The buy$back in respect of shares or other specified securities which are not listed on any recognised stock e&change must be in accordance with the guidelines as may be prescribed D0ection 77A9;:9g:E. 0pecial )esolution and 2&planatory statement to be anne&ed Where buy$back of securities needs the appro"al of the company at a general meeting by special resolution, 0ub$section 9A: of 0ection 77A pro"ides that the notice of the meeting at which the special resolution authorising the buy$back is proposed to be passed should be accompanied by an e&planatory statement stating a full and complete disclosure of all material facts# necessity for the buy$back# class of security intended to be purchased under the buy$back# amount to be in"ested under the buy$back# and time limit for completion of the buy$back. 2&ceptional importance has been gi"en to the e&planatory statement in the 02B' Buy$back )egulations because ma&imum disclosures can be made through it. According to )egulation 7 of the )egulations, the e&planatory statement anne&ed to the notice under 0ection 57A of the ,ompanies Act, should contain the following additional disclosures The ma&imum price at which the buy$back will be made# 'f the promoters intend to offer their specified securities the quantum of specified securities proposed to be tendered, and the details of their transactions and their holdings for the last si& months prior to the passing of the special resolution for buy$back, including information on the number of securities acquired, the price and the date of acquisition. Time limit for completion of buy$back 2"ery buy$back must be completed within twel"e months from the date of passing of the special resolution D0ection 77A9<:E. Hethods of buy$back According to 0ub$section 9?: of 0ection 77A, a buy$back may be made from the e&isting security$holders on a proportionate basis# or from the open market# or from odd lots, that is to say, where the lot of securities of a public company, whose shares are listed on a recognised stock e&change, is smaller than such market lot, as may be specified by the stock e&change# or by purchasing the securities issued to employees of the company pursuant to a scheme of stock option or sweat equity. According to )egulation < of the )egulations, a company may buy back its own securities by any one of the following methods

from the e&isting security$holders on a proportionate basis through the tender offer# from the open market through book$building process, stock e&change from odd$lot holders. Buy$back from e&isting 0ecurity$holders According to )egulation @ of the )egulations, a company may buy back its securities from its e&isting security$holders on a proportionate basis in accordance with the pro"isions of the )egulations. (rohibition of Buy$back in certain circumstances 0ection 77B95: lays down that no company shall, directly or indirectly, purchase its own shares or specified securities through any subsidiary company including its own subsidiary companies# or through any in"estment company or group of in"estment companies# or if a default by the company, in repayment of deposit or interest payable thereon, redemption of debentures or preference shares or payment of di"idend to any shareholder or repayment of any term loan or interest payable thereon to any financial institution or bank, is subsisting. 0ection 77B9;: prescribes that a company which has not complied with the pro"isions of 0ections 5?>, ;=7 and ;55 of the ,ompanies Act, 5>?@ cannot directly or indirectly purchase its own shares or other specified securities. 0ub$regulation 9;: of )egulation < of the 02B' 9Buy$back of 0ecurities: )egulations, 5>>6 lays down that a company shall not buy$back its securities from any person through negotiated deals, whether on or off the stock e&change or through spot transactions or through any pri"ate arrangement. 0ub$regulation 9A: of )egulation < pro"ides that no insider shall deal in securities of the company on the basis of unpublished information relating to buy$back of securities of the company. (ublic announcement$/iling of offer documents specified 0ub$regulation 95: of )egulation 6 of the )egulations, pro"ides that the company which has been authorised by a special resolution, should before the buy$back of securities make a public announcement in at least one 2nglish national daily, one 1indi national daily and a regional language daily all with wide circulation at the place where the registered office of the company is situated, containing all the material information as specified in 0chedule '' to the )egulations. 0ub$regulation 9;: of )egulation 6 pro"ides that the public announcement should specify a date, which would be the 4specified date for the purpose of determining the names of the security$holders to whom the letter of offer is required to be sent. The specified date should not be earlier than thirty days and not later than forty$two days from the date of the public announcement D0ub$regulation 9A: of )egulation 6E. /iling of offer documents with 02B' 0ub$regulation 9<: of )egulation 6 pro"ides that the company shall, within se"en working days of the public announcement, file with 02B', a draft letter of offer containing disclosures as specified in 0chedule$''' to the )egulations, through a merchant banker who is not associated with the company. The draft letter of offer should be accompanied by the fees specified in 0chedule '8 to the )egulations D0ub$regulation 9?: of )egulation 6E. Despatch of letter of offer to shareholders The letter of offer should be despatched to the shareholders not earlier than twenty$ one days from its submission to 02B' under 0ub$regulation 9<: D0ub$regulation 9@: of )egulation 6E# 'f within twenty$one days from the date of submission of the draft letter of offer, 02B' specifies any modification in the draft letter of offer, the merchant banker and

the company are required to carry out such modifications before the letter of offer is despatched to the shareholders. .ffer procedure )egulation > of the 02B' )egulations lays down the following procedure for making of the offer for buy$back of shares The offer for buy$back must remain open to the members for a period of not less than fifteen days and not e&ceeding thirty days. The date of the opening of the offer must not be earlier than se"en days or later than thirty days after the specified date. The letter of offer must be sent to the security$holders so as to reach there before the opening of the offer. 'f the number of securities offered by the security$holders is more than the total number of securities to be bought back by the company, the acceptances per security holder should be equal to the acceptances tendered by the security$holders di"ided by the total acceptances recei"ed and multiplied by the total number of securities to be bought back. The acceptance per security holder can be decided by applying the following formula where A0 I Acceptance per security holder AT0 I Acceptance tendered by the security$holders TA I Total acceptances recei"ed 30B I 3umber of securities to be bought back The company is required to complete the "erification of the offers recei"ed, within fifteen days of the closure of the offer and the securities lodged will be deemed to be accepted unless a communication of re!ection is made within fifteen days from the closure of the offer. 2scrow account )egulation 5= of the 02B' )egulations pro"ides that$ the company should as and by way of security for performance of its obligations under the )egulations, on or before the opening of the offer, deposit in an escrow account the sum as specified in 0ub$regulation 9;:. the escrow amount is payable in the following manner if the consideration payable does not e&ceed )s.5== crores$;? per cent of the consideration payable# if the consideration payable e&ceeds )s.5== crores$;? per cent upto )s.5== crores and 5= per cent thereafter# the escrow account referred to abo"e shall consist of cash deposited with a scheduled commercial bank, or bank guarantee in fa"our of the merchant banker, or deposit of acceptable securities with appropriate margin, with the merchant banker, or a combination of 9a:, 9b: and 9c: abo"e# where the escrow account consists of deposit with a scheduled commercial bank, the company while operating the account, should empower the merchant banker to instruct the bank to issue a bankers cheque or demand draft for the amount lying to the credit of the escrow account, as pro"ided in the )egulations# where the escrow account consists of bank guarantee, such bank guarantee shall be in fa"our of the merchant banker and "alid until thirty days after the closure of the offer# where the escrow account consists of securities, the company should empower the merchant banker to realise the "alue of such escrow account by sale or otherwise. 'f there is any deficit on realisation of the "alue of the securities, the merchant banker shall be liable to make good any such deficit#

in case the escrow account consists of bank guarantee or appro"ed securities, these shall not be returned by the merchant banker till the completion of all obligations under the )egulations# where the escrow account consists of bank guarantee or deposit of appro"ed securities, the company is also required to deposit with the bank in cash, a sum of at least one per cent of the total consideration payable, as and by way of security for fulfilment of the obligations under the )egulations by the company# on payment of consideration to all the security$holders who ha"e accepted the offer and after completion of all the formalities of buy$back, the amount, guarantee and securities in the escrow, if any, should be released to the company# 02B', in the interest of the security$holders, may, in case of non$fulfillment of obligations under the )egulations by the company forfeit the escrow account either in full or in part# the amount so forfeited may be distributed pro rata amongst the security$holders who accepted the offer and the balance, if any, shall be utilised for in"estor protection. (ayment to the 0ecurity holders )egulation 55 of the )egulations lays down that$ The company should immediately after the date of closure of the offer, open a special account with a 02B' registered banker to an issue and deposit therein, such sum as would, together with the amount lying in the escrow account make up the entire sum due and payable as consideration for the buy$back and for this purpose, may transfer the funds from the escrow account. Within se"en days of the time specified in regulation >9?:, the company should either make the payment of consideration in cash to those security$holders whose offer has been accepted or return the security certificates to the security$holders. (ayment by installments is thus not permissible. 2&tinguishing of bought$back securities 0ub$section 97: of 0ection 77A of the ,ompanies Act lays down that where a company buys back its own securities, it should, within se"en days of the last date of completion of the buy$back, e&tinguish and physically destroy the securities so bought back. )egulation 5; of the 02B' )egulations pro"ides that$ The company should e&tinguish and physically destroy the security certificates so bought back, in the presence of a )egistrar or the Herchant Banker, and the 0tatutory Auditor within se"en days from the date of acceptance of the securities. 'f the securities offered for buy$back are already demateriali%ed, then they should be e&tinguished and destroyed in the manner specified under the 0ecurities and 2&change Board of 'ndia 9Depositories and (articipants: )egulations, 5>>@ and the bye$laws made thereunder. The company is required to furnish a certificate to 02B' fully "erified by the registrar and whene"er there is no registrar through the merchant banker# two whole$time directors including the managing director and the statutory auditor of the company, and certifying compliance as specified in 0ub$regulation 9':, within se"en days of the e&tinguishment and destruction of the certificates. The particulars of the security certificates e&tinguished and destroyed under 0ub$ regulation 95: should be furnished to the stock e&changes where the securities of the company are listed, within se"en days of e&tinguishment and destruction of the certificates. )egister of bought$back securities 9?: The company is required to maintain a record of security certificates which ha"e been cancelled and destroyed, as prescribed in 0ub$section 9>: of 0ection 77A of the ,ompanies Act. According to the said 0ection, where a company buys$back its

securities, it shall maintain a register of securities so bought, the consideration paid for the securities bought back, the date of cancellation of securities, the date of e&tinguishment and physically destroying of securities and such other particulars, as may be prescribed under )ule ?, and /orm 3o. <B of Beneral )ules and /orms. .dd lot buy$back The abo"e pro"isions pertaining to buy$back from e&isting security$holders are also applicable to odd lot securities. Buy$back from open market )egulation 5< of the )egulations lays down that a buy$back of shares from the open market may be in any one of the following methods Through stock e&change. Book$building process. Buy$back through the stock e&change )egulation 5? of the )egulations pro"ides that a company should buy$back its specified securities through the stock e&change as pro"ided hereunder the special resolution as under )egulation ? and ?A should specify the ma&imum price at which the buy$back will be made# the buy$back of securities should not be from the promoters or persons in control of the company# the company should appoint a merchant banker and make a public announcement as referred to in )egulation 6 at least se"en days prior to the commencement of buy back# a copy of the public announcement which should contain disclosures regarding details of the brokers and stock e&changes through which the buy$back would be made must be filed with 02B' within two days of the announcement along with the fees as specified in 0chedule '8 to the )egulations# the buy$back should be made only on stock e&changes with electronic trading facility and only through the order matching mechanism e&cept 4all or none order matching system# the company and the merchant banker should gi"e information to the stock e&change on a daily basis regarding the securities bought$back and the same should be published in a national daily# the identity of the company as a purchaser would appear on the electronic screen when the order is placed. 2&tinguishment of ,ertificates )egulation 5@ lays down that the pro"isions of )egulation 5; pertaining to e&tinguishment of certificates will be applicable mutatis mutandis and the company shall complete the "erification of acceptances within fifteen days of the pay$out. Buy$back through book$building A company can buy$back its securities through the book$building process as pro"ided hereunder a The special regulation as in )egulation ? or ?A, should specify the ma&imum price at which the buy$back will be made. The company should appoint a merchant banker. A public announcement as referred to in )egulation 6 shall be made at least se"en days prior to the commencement of the buy$back. 0ub!ect to the pro"isions of 0ub$clauses 9i: and 9ii:, the pro"isions of )egulation 5= regarding escrow account are applicable The deposit in the escrow account should be made before the date of the public announcement. The amount to be deposited in the escrow account should be determined with reference to the ma&imum price as specified in the public announcement containing detailed methodology of the book$building process, manner of acceptance, format of

acceptance to be sent by the security$holders pursuant to public announcement and details of bidding centres. A copy of the public announcement must be filed with 02B' within two days of the announcement along with the fees as specified in 0chedule '8 to the )egulations. The (ublic announcement shall also contain the detailed methodology of the book building process, the manner of acceptance, the format of acceptance to be sent by the security holders pursuant to the public announcement and the details of bidding centres. The book$building process should be made through an electronically linked transparent facility. The number of bidding centres should not be less than thirty and there should be at least one electronically linked computer terminal at all the bidding centres. The offer for buy$back should be kept open to the security$holders for a period of not less than fifteen days and not e&ceeding thirty days. The merchant banker and the company should determine the buy$back price based on the acceptances recei"ed and the final buy$back price, which should be the highest price accepted should be paid to all holders whose securities ha"e been accepted for the buy$back. The pro"isions of )egulation >9?: pertaining to "erification of acceptances and the pro"isions of )egulation 55 pertaining to opening of special account and payment of consideration are applicable mutatis mutandis. 2&tinguishment of certificates The pro"isions of )egulation 5; pertaining to e&tinguishment of certificates are applicable mutatis mutandis. Declaration of sol"ency to be filed with 02B' 'n the case of buy$back of listed securities, before making a buy$back, the company must file with the )egistrar of ,ompanies and 02B', a declaration of sol"ency in the prescribed form and "erified by an affida"it to the effect that the Board has made a full inquiry into the affairs of the company and as a result has formed an opinion that the company is capable of meeting its liabilities and will not be rendered insol"ent within a period of one year of the date of declaration adopted by the Board, and signed by at least two directors of the company, one of whom should be the managing director, if any. )egulation 697: lays down that the company shall file along with the draft letter of offer, the declaration of sol"ency in the prescribed form and in a manner prescribed in 0ection 77A9@: of the ,ompanies Act, 5>?@. 0ection 77A96: of the ,ompanies Act, 5>?@ pro"ides that where a company completes a buy$back, it shall not make a further issue of same kind of shares or other specified securities including allotment of further shares under 0ection 6595: 9a: or other specified securities within a period of si& months e&cept by way of bonus issue or in the discharge of subsisting obligations such as con"ersion of warrants, stock option schemes, sweat equity or con"ersion of preference shares or debentures into equity shares. /iling of return of boughtback securities with )egistrar After completion of buy$back, the company should, within thirty days of its completion, file with the )egistrar and 02B', a return containing the prescribed particulars relating to the buy$back. D0ection 77A95=:E. (unishment for default 0ection 77A955: of the Act pro"ides that if a company default in complying with the pro"isions of this section or any rules or regulations made thereunder, the company or any officer of the company who is in default shall be punishable with imprisonment for a term which may e&tend to two years, or with fine which may e&tend to fifty thousand rupees, or with both.

Transfer of certain sums to capital redemption reser"e account Where a company purchases its shares out of free reser"es, a sum equal to the nominal "alue of the shares so purchased should be transferred to the capital redemption reser"e account of the company and details of such transfer shall be disclosed in the balance sheet 90ection 77AA:. .bligations of the company According to )egulation 5> of the )egulations, The company shall ensure that the letter of offer, the public announcement of the offer or any other ad"ertisement, circular, brochure, publicity material contains true, factual and material information and does not contain any misleading information and must state that the directors of the company accept the responsibility for the information contained in such documents# the company shall not issue any specified securities including by way of bonus till the date of closure of the offer is made under these )egulations# the company shall pay consideration only by cash# the company shall not withdraw the offer to buy$back after the draft letter of offer is filed with the 02B' or public announcement of the offer to buy$back is made# the promoter or the person shall not deal in the specified securities of the company in the stock e&change during the period the buy$back offer is open. 3o public announcement of buy$back shall be made during the pendency of any scheme of amalgamation or compromise or arrangement pursuant to the pro"isions of the ,ompanies Act, 5>?@. ,ompliance officer and in"estors ser"ice centres The company should nominate a compliance officer and in"estors ser"ice centre for compliance with the buy$back regulations and to redress the grie"ances of the in"estors D0ub$regulation 9A:E. (articulars of e&tinguished and destroyed certificates The particulars of the said security certificates e&tinguished and destroyed should be furnished by the company to the stock e&changes where the securities of the company are listed, within se"en days of e&tinguishment and destruction of the certificates D0ub$regulation 9<:E. Cocked$in securities not to be bought$back The company should not buy$back the locked$in securities and non$transferable securities till the pendency of the lock$in or till the securities become transferable D0ub$regulation 9?:E. (ublication of post$buy$back ad"ertisement According to 0ub$regulation 97:, the company should issue, within two days of the completion of buy$back, a public ad"ertisement in a national daily, inter alia, disclosing the following number of securities bought# price at which the securities were bought# total amount in"ested in the buy$back# details of the security$holders from whom securities e&ceeding one per cent of the total securities were bought$back# and the consequent changes in the capital structure and the shareholding pattern after and before the buy$back. ,ommunication with Authorities A ready referencer in respect of communication with "arious authorities in a buy$ back is gi"en below )egistrar of ,ompanies 9).,: /ile /orm 3o. ;A within A= days from the date of passing of the special resolution# /ile declaration of sol"ency before the buy$back#

/ile return of securities bought back within A= days of the completion of buy$back. 0ecurities J 2&change Board of 'ndia 902B': /ile a copy of the special resolution within 7 days from the date of passing of the resolution# /ile a copy of the public announcement within two days of the announcement# /ile the draft letter of offer, within se"en working days of the public announcement, where the securities are to be bought back from the e&isting security$holders# /ile declaration of sol"ency before the buy$back# /ile certificate of compliance regarding e&tinguishment and physical destruction of securities bought back within se"en days# /ile return of securities bought back within A= days of the completion of buy$back. 0tock 2&change 9where securities of the company are listed: 'ntimate about the Board meeting of the company con"ened to decide the scheme of buy$back# 'nform the decision taken at the Board meeting in regard to the buy$back# /ile a copy of the special resolution within se"en days from the date of passing of the resolution# /urnish particulars of the security certificates e&tinguished and destroyed within se"en days of the e&tinguishment and destruction of the certificates. .bligations of the merchant banker )egulation ;= pro"ides that the merchant banker should ensure that the company is able to implement the offer# the pro"ision relating to escrow account has been made# firm arrangements for monies for payment to fulfil the obligations under the offer are in place# the public announcement of buy$back is made and the letter of offer has been filed in terms of the )egulations# the merchant banker should furnish to 02B', a due diligence certificate which should accompany the draft letter of offer# the merchant banker should ensure that the contents of the public announcement of offer as well as the letter of offer are true, fair and adequate and quoting the source where"er necessary. the merchant banker should ensure compliance of 0ection 77A and 0ection 77B of the ,ompanies Act, and any other applicable laws or rules in this regard# upon fulfilment of all obligations by the company under the )egulations, the merchant banker should inform the bank with whom the escrow or special amount has been deposited to release the balance amount to the company and send a final report to 02B' in the specified form, within 5? days from the date of closure of the buy$back offer. Action against market intermediaries )egulation ;5 of the )egulations pro"ides that 02B' may, on failure of the merchant banker to comply with the obligations or failing to obser"e due diligence, initiate action against the merchant banker in terms of the 02B' 9Herchant Bankers: )egulations, 5>>;. 02B' may, on the failure of a )egistrar or a broker to comply with the pro"isions of these )egulations or failing to obser"e due diligence, initiate action against the )egistrar or the broker in terms of the )egulations applicable to such intermediaries. 02B's power to order in"estigation )egulation ;; empowers 02B' to suo$moto or upon information recei"ed by it, cause an in"estigation to be made in respect of the conduct and affairs of any person associated with the process of buy$back, by appointing an officer of 02B'# The in"estigations may be made for the following purposes, namely

to ascertain whether there are any circumstances which would render any person guilty of ha"ing contra"ened any of these )egulations or any directions issued thereunder# to in"estigate into any complaint of any contra"ention of the )egulation, recei"ed from any in"estor, intermediary or any other person. An order passed under 0ub$regulation 95: is sufficient authority for the 'n"estigating .fficer to undertake the in"estigation and on production of an authenticated copy of the order, the person concerned is bound to carry out the duty imposed on him under these )egulations. Duty to produce records, etc. )egulation ;A lays down that 't is the duty of e"ery person in respect of whom an in"estigation has been ordered to produce before the 'n"estigating .fficer such books, accounts and other documents in his custody or control and furnish him with such statements and information as he may require for the purposes of the in"estigation. 0uch person shall$ e&tend to the 'n"estigating .fficer reasonable facilities for e&amining any books, accounts and other documents in his custody or control, kept in any form, reasonably required for the purposes of the in"estigation# to pro"ide such 'n"estigating .fficer copies of such books, accounts and records which, in the opinion of the 'n"estigating .fficer, are rele"ant to the in"estigation or, as the case may be, allow him to take out computer printouts thereof# to pro"ide the required assistance and co$operation in connection with the in"estigation and to furnish information rele"ant to such in"estigation as may be sought by such officer. The 'n"estigation .fficer for the purpose of in"estigation, has the full powers of summoning and enforcing the attendance of persons# to e&amine orally and to record on oath the statement of the persons concerned, any director, partner, member or employee of such person. 0ubmission of )eport The 'n"estigating .fficer shall, on completion of his in"estigation, after taking into account all rele"ant facts and circumstances, submit a report to the Board and on receipt of the report, the Board may initiate such action as it may be empowered to do in the interests of in"estors and the securities market. 9)egulation ;<: 02B's power to issue directions )egulation ;? lays down that$ 02B' may in the interest of the securities market and without pre!udice to its right to initiate action including criminal prosecution under 0ection ;< of the 02B' Act gi"e such directions as it deems fit including directing the person concerned not to further deal in securities in any particular manner# prohibiting the person concerned from cancelling any of the securities bought back in "iolation of the ,ompanies Act# directing the person concerned to sell or di"est the securities acquired in "iolation of the pro"isions of these regulations or any other law or regulations# taking action against intermediaries registered with 02B' in accordance with the regulations applicable to them# prohibiting the persons concerned, its directors, partners, members, employees and associates of such persons from accessing the securities market# disgorgement of any ill$gotten gains or profit or a"oidance of loss# restraining the company from making a further offer for buy$back. 'n case any person is guilty of insider trading or market manipulation, the person concerned shall be dealt with in accordance with the pro"isions of 02B' 9(rohibition

of 'nsider Trading: )egulations 5>>; and 02B' 9(ro"ision of /raudulent and *nfair Trade (ractices relating to 0ecurities Harket: )egulations, 5>>?. 02B's power to remo"e difficulties )egulation ;@ pro"ides that in order to remo"e any difficulties in the interpretation or application of the pro"isions of these )egulations, 02B' has the power to issue directions through guidance notes or circulars. 1owe"er, any direction issued by 02B' in a specific case relating to interpretation or application of any pro"ision of these )egulations can be done only after affording a reasonable opportunity to the concerned parties and after recording reasons for the direction. B*+$BA,- ().,2D*)2 /.) ()'8AT2 C'H'T2D J *3C'0T2D (*BC', C'H'T2D ,.H(A3'20 The procedure to be adopted for buy$back of securities by pri"ate limited companies and by unlisted public limited companies is laid down in 0ections 77A, 77AA and 77B of the ,ompanies Act, 5>?@ and the (ri"ate Cimited ,ompany and *nlisted (ublic Cimited company 9Buy$back of 0ecurities: )ules, 5>>> Dhereinafter referred to as 4the )ulesE issued by the ,entral Bo"ernment 9D,A:. D/or te&t of the (ri"ate Cimited ,ompany and *nlisted (ublic Cimited ,ompany 9Buy$ back of 0ecurities: )ules, 5>>>, please see Anne&ure <E. The procedure is detailed below Buying$back According to )ule A, an unlisted company can buy$back its shares from the e&isting shareholders on a proportionate basis through pri"ate offers or by purchasing the securities issued to employees of the company pursuant to a scheme of stock option or sweat equity. The process of buy$back of shares begins with the appro"al of the Board of Directors of the ,ompany. The Board will pass the necessary resolutions appro"ing the proposal for buy$back. ,ontents of e&planatory statement When buy$back is subsequently to be appro"ed by a special resolution passed in a general meeting of the company, the notice of the general meeting at which the special resolution is proposed to be passed should be accompanied by an e&planatory statement. 'n terms of )ule <, for passing the required special resolution under 0ection 77A9;:, the e&planatory statement to be anne&ed to the notice for the general meeting pursuant to 0ection 57A of the ,ompanies Act should, inter alia, contain the following disclosures the date of the Board meeting at which the proposal for buy$back was appro"ed by the Board# the necessity for the buy$back# the class of security intended to be bought$back# the method to be adopted for the buy$back# the ma&imum amount required for the buy$back and the sources of funds to finance it# the basis of arri"ing at the buy$back price# the number of securities proposed to be bought$back# time limit for completion of buy$back# a the aggregate shareholding of the promoter and the directors of promoters, where the promoter is a company and of persons who are in control of the company as on the date of the notice con"ening the general meeting# aggregate number of equity shares purchased or sold by persons including persons mentioned in 9a: abo"e during the period of si& months preceding the date of the Board meeting at which the buy$back was appro"ed till the date of notice con"ening the general meeting#

the ma&imum and minimum price at which purchases and sales referred to in 9b: abo"e were made along with the rele"ant dates# intention of the promoters and persons in control of the company to tender shares for buy$back indicating the number of shares, details of acquisition with dates and price# a confirmation that there are no defaults subsisting in the repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institution or bank# a confirmation that the Board of Directors has made a full enquiry into the affairs and prospects of the company and that they ha"e formed the opinion that immediately following the date on which the general meeting is con"ened there will be no grounds on which the company could be found unable to pay its debts# as regards its prospects for the year immediately following that date that, ha"ing regard to their intentions with respect to the management of the companys business during that year and to the amount and character of the financial resources which in their "iew will be a"ailable to the company during that year, the company will be able to meet its liabilities as and when they fall due and will not be rendered insol"ent within a period of one year from that date# and in forming their opinion for the abo"e purposes, the directors should take into account the liabilities as if the company were being wound up under the pro"isions of the ,ompanies Act, 5>?@ 9including prospecti"e and contingent liabilities:. a report addressed to the Board of Directors by the companys auditors stating that they ha"e inquired into the companys state of affairs# the amount of the permissible capital payment for the securities in question is in their "iew properly determined# and the Board of Directors ha"e formed the opinion as specified in clause 9&ii: on reasonable grounds and that the company will not, ha"ing regard to its state of affairs, be rendered insol"ent within a period of one year from that date. the price at which the buy$back of shares will be made# if the promoters intend to offer their shares$ the quantum of shares proposed to be tendered# and the details of their transactions and their holdings for the last si& months prior to the passing of the special resolution for buy$back including information of number of shares acquired, the price and the date of the acquisition. /iling of letter of offer with )egistrar )ule ? lays down that before buy$back, the company should file with the concerned )egistrar of ,ompanies a draft letter of offer containing the prescribed particulars as specified in 0chedule '' of the )ules 9please see Anne&ure <:. The company should also file alongwith the letter of offer, a declaration of sol"ency in /orm 3o. <A prescribed under the ,ompanies 9,entral Bo"ernments: Beneral )ules and /orms, 5>?@ and in accordance with the pro"isions of 0ection 77A9@: of the ,ompanies Act, 5>?@. .ffer (rocedure According to the )ule @, the letter of offer should be despatched immediately after filing with the )egistrar of ,ompanies but not later than ;5 days from such filing. The offer should remain open to the members for a period of not less than fifteen days and not e&ceeding thirty days from the date of despatch of the letter of offer. 'n case the number of shares offered by the shareholders is more than the total number of shares to be bought back by the company, the acceptance per shareholder should be on proportionate basis. The company should complete the "erification of the offers recei"ed within 5? days of the closure of the offer and the shares lodged will be deemed to be accepted

unless a communication of re!ection is made within ;5 days from the closure of the offer. (ayment to shareholders )ule 7 pro"ides that the company should immediately after the date of closure of the offer open a special bank account and deposit therein, such sum, as would make up the entire sum due and payable as consideration for the buy$back in terms of the )ules. The company should within 7 days of the specified period make the payment of consideration in cash or bank draftKpay order to those shareholders whose offer has been accepted or return the share certificates to the shareholders forthwith. Beneral obligations of the company According to )ule 6, following are the general obligations of the company The letter of offer should contain true, factual and material information and not contain any misleading information and must state that the directors of the company accept the responsibility for the information contained in such documents. The company should not issue any shares including by way of bonus till the date of closure of the offer under these rules. The company should confirm in its offer the opening of a separate bank account testifying the a"ailability of funds earmarked for this purpose and pay the consideration only by way of cash or Bank draftKpay order. The company should not withdraw the offer to buy$back after the draft letter of offer is filed with the )egistrar of ,ompanies. The company should not utilise any money borrowed from BanksK/inancial institutions for the purpose of buying back its shares. )eturn to be filed with )egistrar After completion of the buy$back, the company should file with the )egistrar of ,ompanies, a return in the prescribed /orm specified in Anne&ure 4A of the )ules D)ule >E. 2&tinguishment of certificates )ule 5= lays down that the company should e&tinguish and physically destroy the share certificates so bought back in the presence of a company secretary in whole$ time practice within se"en days from the date of acceptance of the shares. The company should furnish a certificate to the )egistrar of ,ompanies duly "erified by 9a: two whole$time directors including the managing director and 9b: company secretary in whole$time practice, certifying compliance of these rules including those specified in sub$rule 95: abo"e within se"en days of the e&tinguishment and destruction of the certificates. The company should maintain a record of share certificates which ha"e been cancelled and destroyed within se"en days of the buy$back of the shares. )egister of shares The company should maintain a register of shares bought back by it, which should be in the prescribed format specified in Anne&ure 4B of the )ules D)ule 55E. A332L*)2 ' 0ecurities and 2&change Board of 'ndia 9Buy$Back of 0ecurities: )egulations, 5>>6 9'ssued by the 0ecurities and 2&change Board of 'ndia "ide 3otification /.3o. 02B'KC2K5@K>6, published in the Ba%ette of 'ndia 2&traordinary, (art '', 0ection A, 0ub$section 9ii: dated 5<.55.5>>6: 0... 3o. >7? 92:$'n e&ercise of the powers conferred by 0ub$sections 95: and 9;: of 0ection 55 and 0ection A= of the 0ecurities and 2&change Board of 'ndia Act, 5>>; 95? of 5>>;: read with clause 9f: of 0ub$section 9;: of 0ection 77A of the ,ompanies Act, 5>?@ 95 of 5>?@: as inserted by ,ompanies 9Amendment: Act, 5>>> 9;5 of 5>>>:, the Board, hereby makes the following )egulations, namely, $

,1A(T2) ' ()2C'H'3A)+ 0hort title and commencement These regulations shall be called the 0ecurities and 2&change Board of 'ndia 9Buy$ back of 0ecurities: )egulations, 5>>6. These regulations shall come into force on the date of their publication in the .fficial Ba%ette. Definitions 'n these regulations, unless the conte&t otherwise requires 4Act means the 0ecurities and 2&change Board of 'ndia Act, 5>>; 95? of 5>>;:. 4associate includes a person$ who directly or indirectly by himself or in combination with relati"es, e&ercises control o"er the company or# whose employee, officer or director is also a director, officer or employee of another company# 4Board means the Board as defined in clause 9a: of 0ub$section 95: of 0ection ; of the Act# 4control shall include the right to appoint ma!ority of the directors or to control the management or policy decisions e&ercisable by a person or persons acting indi"idually or in concert, directly or indirectly, including by "irtue or their shareholding or management rights or security$holders or "oting agreements or in any other manner# 4company includes a company registered under the ,ompanies Act, 5>?@ 95 of 5>?@: and buys or intends to buy its own securitiesM in accordance with these regulations# 4,ompanies Act means ,ompanies Act, 5>?@ 95 of 5>?@: as inserted by the ,ompanies 9Amendment: Act, 5>>> 9;5 of 5>>>:. 4insider means an insider as defined in clause 9e: of )egulation ; of 0ecurities and 2&change Board of 'ndia 9'nsider Trading: )egulations, 5>>;# 9h: 4merchant banker means a merchant banker registered under 0ection 5; of the Act# 4.rdinance means the ,ompanies 9Amendment: Act, 5>>> 9;5 of 5>>>:# 4promoter means 4promoter as defined in clause 9h: of 0ub$regulation 95: of )egulation ; of the 0ecurities and 2&change Board of 'ndia 90ubstantial Acquisition of 0hares and Takeo"ers: )egulations, 5>>7# 4registrar means a registrar to an issue and includes a securities transfer agent registered under 0ection 5; of the Act# 4securities means 4securities as defined in clause 9h: of 0ection ; of the 0ecurities ,ontract 9)egulation: Act, 5>?@ 9<; of 5>?@:# 4statutory auditor means an auditor appointed by a company under 0ection ;;< of the ,ompanies Act, 5>?@ 95 of 5>?@:# 4stock e&change means a stock e&change which has been granted recognition under 0ection < of the 0ecurities ,ontracts 9)egulation: Act, 5>?@ 9<; of 5>?@:# 4tender offer means an offer by a company to buy$back its securities through a letter of offer from the holders of the securities of the company. All other e&pressions unless defined herein shall ha"e the same meaning as ha"e been assigned to them under the Act or the 0ecurities ,ontracts 9)egulation: Act, 5>?@ or the ,ompanies Act, 5>?@, or any statutory modification or re$enactment thereof, as the case may be. ,1A(T2) '' ,.3D'T'.30 ./ B*+$BA,Applicability

These regulations shall be applicable to buy$back of equity securities of a company listed on a stock e&change. ,ompany may buy back its own shares A company may buy back its securities by any one of the following methods from the e&isting security$holders on a proportionate basis through the tender offer# from open market through book$building process, stock e&change, from odd$lot holders. A company shall not buy back its securities from any person through negotiated deals, whether on or off the stock e&change or through spot transactions or through any pri"ate arrangement. Any person or an insider shall not deal in securities of the company on the basis of unpublished information relating to buy back of securities of the company. 0pecial )esolution /or the purposes of passing a special resolution under 0ub$section 9;: of 0ection 77A of the ,ompanies Act, the e&planatory statement to be anne&ed to the notice for the general meeting pursuant to 0ection 57A of the ,ompanies Act shall contain dis$ closures as specified in 0chedule$'. A copy of the resolution passed at the general meeting under 0ub$section 9;: of section 77 A of the ,ompanies Act, shall be filed with the Board and the stock e&changes where the securities of the company are listed, within se"en days from the date of passing of the resolution. ,1A(T2) ''' B*+$BA,- T1).*B1 T23D2) .//2) Buy$back from e&isting 0ecurity holders A company may buy back its securities from its e&isting security holders on a proportionate basis in accordance with the pro"isions of this ,hapter. Additional Disclosures The e&planatory statement anne&ed to the notice under 0ection 57A of the ,ompanies Act, shall contain the disclosures mentioned in )egulation ? and also the following disclosures The ma&imum price at which the buy$back of securities shall be made and whether the Board of Directors of the ,ompany are being authorised at the general meeting to determine subsequently the specific price at which the buy$back may be made at the appropriate time# 'f the promoters intend to offer their securities the quantum of securities proposed to be tendered, and the details of their transactions and their holdings for the last si& months prior to the passing of the special resolution for buy$back including information of number of securities acquired, the price and the date of acquisition. /illing of offer documents etc. The company which has been authorised by a special resolution 9or a resolution passed by the Board of Directors at its meetingM: shall before buy$back of securities make a public announcement in at least one 2nglish national daily, one 1indi national daily and a regional language daily all with wide circulation at the place where the registered office of the company is situated and shall contain all the material information as specified in 0chedule$''. The public announcement shall specify a date, which shall be the 4specified date for the purpose of determining the names of the security$holders to whom the letter of offer shall be sent. The specified date shall not be earlier than thirty days and not later than forty$two days from the date of the public announcement.

The company shall within se"en working days of the public announcement file with the Board a draft letter of offer containing disclosures as specified in 0chedule$''' through a merchant banker who is not associated with the company. The draft letter of offer referred to in sub$regulation 9<: shall be accompanied with fees specified in 0chedule$'8. The letter of offer shall be despatched not earlier than twenty$one days from its submission to the Board under 0ub$regulation 9<:# (ro"ided that if, within twenty$one days from the date of submission of the draft letter of offer, the Board specifies modification, if any, in the draft letter of offer, 9without being under any obligation to do so: the merchant banker and the company shall carry out such modifications before the letter of offer is despatched to the shareholders. The company shall file along with the draft letter of offer, a declaration of sol"ency in the prescribed form and in a manner prescribed in 0ub$section 9@: of 0ection 77A of the ,ompanies Act. .ffer procedure The offer for buy$back shall remain open to the members for a period not less than fifteen days and not e&ceeding thirty days. The date of the opening of the offer shall not be earlier than se"en days or later than thirty days after the specified date. The letter of offer shall be sent to the security$holders so as to reach the security$ holders before the opening of the offer. 'n case the number of securities offered by the security$holders is more than the total number of securities to be bought back by the company, the acceptances per security$holder shall be equal to the acceptances tendered by the security$holders di"ided by the total acceptances recei"ed and multiplied by the total number of securities to be bought back. The company shall complete the "erifications of the offers recei"ed within fifteen days of the closure of the offer and the securities lodged shall be deemed to be accepted unless a communication of re!ection is made within fifteen days from the closure of the offer. 2scrow account The company shall as and by way of security for performance of its obligations under the )egulations, on or before the opening of the offer deposit in an escrow account such sum as specified in 0ub$regulation 9;:. The escrow amount shall be payable in the following manner if the consideration payable does not e&ceed )s.5== crores$;? per cent of the consideration payable# if the consideration payable e&ceeds )s.5== crores$;? per cent upto )s.5== crores and 5= per cent thereafter. The escrow account referred in 0ub$regulation 95: shall consist of cash deposited with a scheduled commercial bank or# bank guarantee in fa"our of the merchant banker# or deposit of acceptable securities with appropriate margin, with the merchant banker, or a combination of 9a:, 9b: and 9c: abo"e. Where the escrow account consists of deposit with a scheduled commercial bank, the company shall, while opening the account, empower the merchant banker to instruct the bank to issue a bankers cheque or demand draft for the amount lying to the credit of the escrow account, as pro"ided in the )egulations. Where the escrow account consists of bank guarantee, such bank guarantee shall be in fa"our of the merchant banker and shall be "alid until thirty days after the closure of the offer.

The company shall, in case the escrow account consists of securities, empower the merchant banker to realise the "alue of such escrow account by sale or otherwise and if there is any deficit on realisation of the "alue of the securities, the merchant banker shall be liable to make good any such deficit. 'n case the escrow account consists of bank guarantee or appro"ed securities, these shall not be returned by the merchant banker till completion of all obligations under the )egulations. Where the escrow account consists of bank guarantee or deposit of appro"ed securities, the company shall also deposit with the bank in cash a sum of at least one per cent of the total consideration payable, as and by way of security for fulfilment of the obligations under the )egulations by the company. .n payment of consideration to all the security$holders who ha"e accepted the offer and after completion of all formalities of buy back, the amount, guarantee and securities in the escrow, if any, shall be released to the company. The Board in the interest of the security$holders may in case of non$fulfilment of obligations under the )egulations by the company forfeit the escrow account either in full or in part. The amount forfeited under sub$regulation 95=: may be distributed prorata amongst the security$holders who accepted the offer and balance, if any, shall be utilised for in"estor protection. (ayment to security$holders The company shall immediately after the date of closure of the offer, open a special account with a banker to an issue registered with the Board and deposit therein, such sum as would together with the amount lying in the escrow account make$up the entire sum due and payable as consideration for buy$back in terms of these )egulations and for this purpose, may transfer the funds from the escrow account. The company shall within se"en days of the time specified in sub$regulation 9?: of )egulation > make payment of consideration in cash to those security$holders whose offer has been accepted or return the security certificates to the security$holder. 2&tinguishment of certificates The company shall e&tinguish and physically destroy the security certificates so bought back in the presence of a registrar or the merchant banker, and the statutory auditor within se"en days from the date of acceptance of the securities. The securities offered for buy$back if already dematerialised shall be e&tinguished and destroyed in the manner specified under 0ecurities and 2&change Board of 'ndia 9Depositories and (articipants: )egulations, 5>>@ and the bye$laws framed thereunder. The company shall furnish a certificate to the Board duly "erified by the registrar and whene"er there is no registrar, through the merchant banker# two whole$time directors including the managing director and the statutory auditor of the company, and certifying compliance as specified in sub$regulation 95:, within se"en days of the e&tinguishment and destruction of the certificates. The particulars of the security certificates e&tinguished and destroyed under sub$ regulation 95: shall be furnished to the stock e&changes where the securities of the company are listed, within se"en days of e&tinguishment and destruction of the certificates. The company shall maintain a record of security certificates which ha"e been cancelled and destroyed as prescribed in 0ub$section 9>: of 0ection 77A of the ,ompanies Act. .dd lot buy$back The pro"isions pertaining to buy$back through tender offer as specified in this ,hapter shall be applicable mutatis mutandis to odd lot shares.

,1A(T2) '8 B*+$BA,- /).H T12 .(23 HA)-2T Buy$back from the open market A company intending to buyback its securities from the open market shall do so in accordance with the pro"isions of this ,hapter. The buy$back of securities from the open market may be in any one of the following methods Through stock e&change, Book$building process, Buy$back through the 0tock 2&change A company shall buy$back its securities through the stock e&change as pro"ided hereunder The special resolution referred to in )egulation ? or the resolution passed by the Board of Directors at its meeting as referred to in )egulation ?A shall specify the ma&imum price at which the buy$back shall be made# The buy$back of the securities shall not be made from the promoters or persons in control of the company# The company shall appoint a merchant banker and make a public announcement as referred to in )egulation 6# The public announcement shall be made at least se"en days prior to the commencement of buy$back# A copy of the public announcement shall be filed with the Board within two days of such announcement along with the fees as specified in 0chedule$'8# The public announcement shall also contain disclosures regarding details of the brokers and stock e&changes through which the buy$back of securities would be made# The buy$back shall be made only on stock e&changes with electronic trading facility# The buy$back of securities shall be made only through the order matching mechanism e&cept 4all or none order matching systems# The company and the merchant banker shall gi"e the information to the stock e&change on a daily basis regarding the securities purchased for buy$back and the same shall be published in a national daily# The identity of the company as a purchaser shall appear on the electronic screen when the order is placed. 2&tinguishment of ,ertificates 0ub!ect to the pro"isions of sub$regulation 9;:, the pro"isions of )egulation 5; pertaining to e&tinguishment of certificates shall be applicable mutatis mutandis. The company shall complete the "erification of acceptances within fifteen days of the pay$out. Buy$back through book$building A company may buy$back is securities through the book$building process as pro"ided hereunder The special resolution referred to in )egulation ? or the resolution passed by the Board of Directors at its meeting as referred to in )esolution ?A shall specify the ma&imum price at which the buy$back shall be made. The company shall appoint a merchant banker and make a public announcement as referred to in )egulation 6. The public announcement shall be made at least se"en days prior to the commencement of buy$back. 0ub!ect to the pro"isions of 0ub$clauses 9i: and 9ii:, the pro"isions of )egulation 5= shall be applicable The deposit in the escrow account shall be made before the date of the public announcement.

The amount to be deposited in the escrow account shall be determined with reference to the ma&imum price as specified in public announcement. A copy of the public announcement shall be filed with the Board within two days of such announcement along with the fees as specified in 0chedule$'8. The public announcement shall also contain the detailed methodology of the book$ building process, the manner of acceptance, the format of acceptance to be sent by the security$holders pursuant to the public announcement and the details of bidding centres. The book$building process shall be made through an electronically linked transparent facility. The number of bidding centres shall not be less than thirty and there shall be at least one electronically linked computer terminal at all the bidding centres. The offer for buy$back shall remain open to the security$holders for a period not less than fifteen days and not e&ceeding thirty days. The merchant banker and the company shall determine the buy$back price based on the acceptances recei"ed. The final buy$back price, which shall be the highest price accepted shall be paid to all holders whose securities ha"e been accepted for buy$back. The pro"isions of 0ub$regulation 9?: of )egulation > pertaining to "erification of acceptances and the pro"isions of )egulation 55 pertaining to opening of special account and payment of consideration shall be applicable mutatis mutandis. 2&tinguishment of certificates The pro"isions of )egulation 5; pertaining to e&tinguishment of certificates shall be applicable mutatis mutandis. ,1A(T2) 8 B232)AC .BC'BAT'.30 .bligations of the company The company shall ensure that The letter of offer, the public announcement of the offer or any other ad"ertisement, circular, brochure, publicity material or public notice referred to in ,lause 9a: of 0ub$ regulation 95: of )egulation ?A shall contain true, factual and material information and shall not contain any misleading information and must state that the directors of the company accept the responsibility for the information contained in such documents# the company shall not issue any shares including by way of bonus till the date of closure of the offer made under these )egulations# the company shall pay the consideration only by way of cash# the company shall not withdraw the offer to buy$back after the draft letter of offer is filed with the Board or public announcement of the offer to buy$back is made# the promoter or the person shall not deal in the securities of the company in the stock e&change during the period the buy$back offer is open. 3o public announcement of buy$back shall be made during the pendency of any scheme of amalgamation or compromise or arrangement pursuant to the pro"isions of the ,ompanies Act. The company shall nominate a compliance officer and in"estors ser"ice centre for compliance with the buy$back )egulations and to redress the grie"ances of the in"estors. The particulars of the security certificates e&tinguished and destroyed shall be furnished by the company to the stock e&changes where the securities of the company are listed, within se"en days of e&tinguishment and destruction of the certificates. The company shall not buy$back the locked$in securities and non$transferable securities till the pendency of the lock$in or till the securities become transferable.

Deleted 9by Amendment )egulations, 5>>>:. The company shall within two days of the completion of buy$back issue a public ad"ertisement in a national daily, inter alia, disclosing number of securities bought# price at which the securities bought# total amount in"ested in buy$back# details of the security$holders from whom shares e&ceeding one per cent of the total securities bought$back# and the consequent changes in the capital structure and the shareholding pattern after and before the buy$back. The company in addition to these )egulations shall comply with the pro"isions of buy$back as contained in the ,ompanies Act and other applicable laws. .bligations of the merchant banker The merchant banker shall ensure that$ the company is able to implement the offer# the pro"ision relating to escrow account as referred to in )egulation 5= has been made# firm arrangements for monies for payment to fulfil the obligations under the offer are in place# the public announcement of buy$back is made in terms of the )egulations# the letter of offer has been filed in terms of the )egulations# the merchant banker shall furnish to the Board a due diligence certificate which shall accompany the draft letter of offer# the merchant banker shall ensure that the contents of the public announcement of offer as well as the letter of offer are true, fair and adequate and quoting the source where"er necessary# the merchant banker shall ensure compliance of 0ection 77A and 0ection 77B of the ,ompanies Act, and any other laws or rules as may be applicable in this regard# upon fulfilment of all obligations by the company under the )egulations, the merchant banker shall inform the bank with whom the escrow or special amount has been deposited to release the balance amount to the company# the merchant banker shall send a final report to the Board in the form specified within 5? days from the date of closure of the buy$back offer. Action against intermediaries The Board may, on failure of the merchant banker to comply with the obligations or failing to obser"e due diligence initiate action against the merchant banker in terms of 0ecurities and 2&change Board of 'ndia 9Herchant Bankers: )egulations, 5>>;. The Board may on the failure of a registrar or a broker to comply with the pro"isions of these )egulations or failing to obser"e due diligence initiate action against the registrar or the broker in terms of the )egulations applicable to such intermediaries. ,1A(T2) 8' (23ACT'20 A3D ().,2D*)2 (ower of the Board to order in"estigation The Board may, suo$moto or upon information recei"ed by it, cause an in"estigation to be made in respect of the conduct and affairs of any person associated with the process of buy$back, by appointing an officer of the Board# (ro"ided that no such in"estigation shall be made e&cept for the purposes specified in sub$regulation 9;:. The purposes referred to in sub$regulation 95: are the following, namely to ascertain whether there are any circumstances which would render any person guilty of ha"ing contra"ened any of these )egulations or any directions issued thereunder#

to in"estigate into any complaint of any contra"ention of the )egulation, recei"ed from any in"estor, intermediary or any other person. An order passed under the sub$regulation 95: shall be sufficient authority for the in"estigating officer to undertake the in"estigation and on production of an authenticated copy of the order, the person concerned shall be bound to carry out the duty imposed in )egulation ;A. Duty to produce records, etc. 't shall be the duty of e"ery person in respect of whom an in"estigation has been ordered under )egulation ;;, to produce before the in"estigating officer such books, accounts and other documents in his customary or control and furnish him with such statements and information as the said officer may require for the purposes of the in"estigation. Without pre!udice to the generallity of the pro"isions of sub$regulation 95:, such person shall e&tend to the in"estigating officer reasonable facilities for e&amining any books, accounts and other documents in his custody or control 9whether kept manually or in computer or in any other form: reasonably required for the purposes of the in"estigation to pro"ide such in"estigating officer copies of such books, accounts and records which, in the opinion of the in"estigating officer, are rele"ant to the in"estigation or, as the case may be, allow him to take out computer print$outs thereof# to pro"ide such assistance and cooperation as may be required in connection with the in"estigation and to furnish information rele"ant to such in"estigation as may be sought by such officer. The in"estigating officer shall for the purpose of in"estigation, ha"e the full powers of summoning and enforcing the attendance of persons# to e&amine orally and to record on oath the statement of the persons concerned, any director, partner, member or employee of such person. 0ubmission of report to the Board The in"estigating officer shall, on completion of the in"estigation, after taking into account all rele"ant facts and circumstances, submit a report to the Board. .n the receipt of report under sub$regulation 95:, the Board may initiate such action as may be empowered to do so in the interests of in"estors and the securities market. (ower of the Board to issue directions The Board may, in the interests of the securities market and without pre!udice to its right to initiate action including criminal prosecution by the Board under 0ection ;< of the Act and gi"e such directions as it deems fit including directing the person concerned not to further deal in securities in any particular manner# prohibiting the person concerned from cancelling any of the securities bought back in "iolation of the ,ompanies Act, 5>?@# directing the person concerned to sell or di"est the securities acquired in "iolation of the pro"isions of these )egulations or any other law or )egulations# taking action against the intermediaries registered with Board in accordance with the )egulations applicable to it# prohibiting the persons concerned, its directors, partners, members, employees and associates of such persons from accessing the securities market# disgorgement of any ill$gotten gains or profit or a"oidance of loss# restraining the company from making a further offer for buy$back. 'n case any person is guilty of insider trading or market manipulation, the person concerned shall be dealt with in accordance with the pro"isions of 0ecurities and 2&change Board of 'ndia 9'nsider Trading: )egulations, 5>>; and 0ecurities and

2&change Board of 'ndia 9(rohibition of /raudulent and *nfair Trade (ractices )elating to the 0ecurities Harket: )egulations, 5>>?. ,1A(T2) 8'' H'0,2CCA32.*0 (ower of the Board to remo"e difficulties 'n order to remo"e any difficulties in the interpretation or application of the pro"isions of these )egulations, the Board shall ha"e the power to issue directions through guidance notes or circulars# (ro"ided that where any direction is issued by the Board in a specific case relating to interpretation or application of any pro"ision of these )egulations, it shall be done only after affording a reasonable opportunity to the concerned parties and after recording reasons for the direction. D.). Hehta ,hairman, 02B' 0,12D*C20 0,12D*C2 ' D*nder )egulation ?95: and )egulation ?A95:9,:E ,.3T23T0 ./ 2L(CA3AT.)+ 0TAT2H23T The 2&planatory 0tatement to the notice for special resolution for buy$back shall, inter$alia, contain the following the date of the Board meeting at which the proposal for buy$back was appro"ed by the Board of directors of the company# the necessity for the buy$back# the company may specify in the e&planatory statement to the notice that the shareholders at the general meeting may authorise the Board of Directors of the company to adopt one of the methods referred in sub$regulation 95: of )egulation < at the appropriate time the ma&imum amount required under the buy$back and the sources of funds from which the buy$back would be financed# the basis of arri"ing at the buy$back price# the number of securities that the company proposes to buy$back# a the aggregate shareholding of the promoter and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company as on the date of the notice con"ening the general meeting or the meeting of the Board of Directors# aggregate number of equity securities purchased or sold by persons including persons mentioned in 9a: abo"e during the period of si& months preceding the date of the Board meeting at which the buy$back was appro"ed from date till the date of notice con"ening the general meeting# the ma&imum and minimum price at which purchases and sales referred to in 9b: abo"e were made along with the rele"ant dates# intention of the promoters and persons in control of the company to tender securities for buy$back indicating the number of securities, details of acquisition with dates and price# a confirmation that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference securities or repayment of term loans to any financial institutions or banks# a confirmation that the Board of directors has made a full enquiry into the affairs and prospects of the company and that they ha"e formed the opinion$ that immediately following the date on which the general meeting or the meeting of Board of Directors is con"ened there will be no grounds on which the company could be found unable to pay its debts#

as regards its prospects for the year immediately following that date that, ha"ing regard to their intentions with respect to the management of the companys business during that year and to the amount and character of the financial resources which will in their "iew be a"ailable to the company during that year, the company will be able to meet its liabilities as and when they fall due and will not be rendered insol"ent within a period of one year from that date# and in forming their opinion for the abo"e purposes, the directors shall take into account the liabilities as if the company were being wound up under the pro"isions of the ,ompanies Act, 5>?@ 9including prospecti"e and contingent liabilities:. a report addressed to the Board of directors by the companys auditors stating that$ they ha"e inquired into the companys state of affairs# the amount of the permissible capital payment for the securities in question is in their "iew properly determined# and the Board of directors ha"e formed the opinion as specified in clause 9&: on reasonable grounds and that the company will not, ha"ing regard to its state of affairs, be rendered insol"ent within a period of one year from that date. 0,12D*C2 '' D*nder )egulation 695:E ,.3T23T0 ./ T12 (*BC', A33.*3,2H23T The public announcement shall, inter alia, contain the following Details of the offer including the total number and percentage of the total paid up capital and free reser"es proposed to be bought$back and price. The proposed time table from opening of the offer till the e&tinguishment of the certificates. The specified date. Authority for the offer of buy$back. A full and complete disclosure of all material facts including the contents of the 2&planatory 0tatement anne&ed to the notice for the general meeting at which the special resolution appro"ing the buy$back was passed or the contents of public notice issued after the passing of the resolution by the Board of Directors authorising the buy$back. The necessity for the buy$back. The process and methodology to be adopted for the buy$back. The ma&imum amount to be in"ested under the buy$back. The minimum and the ma&imum number of securities that the company proposes to buy$back, sources of funds from which the buy$back would be made and the cost of financing the buy$back. Brief information about the company. Audited financial information for the last three years and the lead manager shall ensure that the particulars 9audited statement and un$audited statement: contained therein shall not be more than si& months old from the date of the public announcement together with financial ratios as may be specified by the Board. Details of escrow account opened and the amount deposited therein. Cisting details and stock market data 1igh, low and a"erage market prices of the securities of the company proposed to be bought$back, during the preceding three years# monthly high and low prices for the si& months preceding the date of the public announcement# the number of securities traded on the days when the high and low prices were recorded on the rele"ant stock e&changes during the period stated in 9a: and 9b: abo"e# the stock market data referred to abo"e shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date

the concerned stock e&change recognises the change in the capital structure 9e.g. when the securities ha"e become e&$rights or e&$bonus:# the market price immediately after the date of the resolution of the Board of directors appro"ing the buy$back# and the "olume of securities traded in each month during the si& months preceding the date of the public announcement. Along with high, low and a"erage prices of securities of the company, details relating to "olume of business transacted should also be stated for respecti"e periods. (resent capital structure 9including the number of fully paid and partly paid securities: and shareholding pattern. The capital structure including details of outstanding con"ertible instruments, if any, post buy$back. The aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company. The aggregate number of equity securities purchased or sold by persons mentioned in clause 57 abo"e during the period of twel"e months preceding the date of the public announcement# the ma&imum and minimum price at which purchases and sales referred to abo"e were made along with the rele"ant dates. Hanagement discussion and analysis on the likely impact of buy$back on the companys earnings, public holdings, holdings of 3)'sK/''s etc., promoters holding and any change in management structure. The details of statutory appro"als obtained. ,ollection and bidding centres. 3ame of compliance officer and details of in"estors ser"ice centres. 0uch other disclosures as may be specified by the Board from time to time by way of guidelines. The public announcement should be dated and signed by the Board of directors of the company. 0,12D*C2 ''' D*nder )egulation 69<:E D'0,C.0*)20 T. B2 HAD2 '3 T12 C2TT2) ./ .//2) The letter of offer shall, inter$alia, contain the following Disclaimer clause as may be prescribed by the Board. Details of the offer including the total number and percentage of the total paid up capital and free reser"es proposed to be bought$back and price. The proposed time table from opening of the offer till the e&tinguishment of the certificates. The specified date. Authority for the offer of buy$back. A full and complete disclosure of all material facts including the contents of the e&planatory statement anne&ed to the notice for the general meeting at which the special resolution appro"ing the buy$back was passed contents of public notice issued after the passing of the resolution by the Board of Directors authorising the buy$back. The necessity for the buy$back. The process to be adopted for the buy$back. The ma&imum amount to be in"ested under the buy$back. The minimum and the ma&imum number of securities that the company proposes to buy$back, sources of funds from which the buy$back would be made and the cost of financing the buy back. Brief information about the company.

Audited financial information for the last three years and the lead manager shall ensure that the particulars 9audited statement and un$audited statement: contained therein shall not be more than si& months old from the date of the offer document together with financial ratios as may be specified by the Board. Details of escrow account opened and the amount deposited therein. Cisting details and stock market data 1igh, low and a"erage market prices of the securities of the company proposed to be bought$back, during the preceding three years# monthly high and low prices for the si& months preceding the date of filing the draft letter of offer with the Board which shall be updated till the date of the letter of offer# the number of securities traded on the days when the high and low prices were recorded on the rele"ant stock e&changes during the period stated at 9a: and 9b: abo"e. the stock market data referred to abo"e shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock e&change recognises the change in the capital structure 9e.g. when the securities ha"e become e&$rights or e&$bonus:# the market price immediately after the date on which the resolution of the Board of directors appro"ing the buy$back# and the "olume of securities traded in each month during the si& months preceding the date of the offer document. Along with high, low and a"erage prices of securities of the company, details relating to "olume of business transacted should also be stated for respecti"e periods. (resent capital structure 9including the number of fully paid and partly paid securities: and shareholding pattern. The capital structure including details of outstanding con"ertible instruments, if any, post buy$back. The aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company. The aggregate number of equity securities purchased or sold by persons mentioned in clause 57 abo"e during the period of twel"e months preceding the date of the public announcement and from the date of public announcement to the date of the letter of offer# the ma&imum and minimum price at which purchases and sales referred to abo"e were made along with the rele"ant dates. Hanagement discussion and analysis on the likely impact of buy$back on the companys earnings, public holdings, holdings of 3)'sK/''s etc., promoters holdings and any change in management structure. The details of statutory appro"als obtained. ,ollection and bidding centres. 3ame of ,ompliance .fficer and details of in"estors ser"ice centres. 5 A declaration to be signed by at least two whole$time directors that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference securities or repayment of any term loans to any financial institutions or banks. A declaration to be signed by at least two whole$time directors, one of whom shall be the managing director stating that the Board of directors has made a full enquiry into the affairs and prospects of the company and that they ha"e formed the opinion as regards its prospects for the year immediately following the date of the letter of offer that, ha"ing regard to their intentions with respect to the management of the companys business during that year and to the amount and character of the financial resources which will, in their "iew, be a"ailable to the company during that year, the company will be able to meet its liabilities and will not be rendered insol"ent within a period of one year from that date#

in forming their opinion for the abo"e purposes, the directors shall take into account the liabilities as if the company were being wound up under the pro"isions of the ,ompanies Act, 5>?@ 9including prospecti"e and contingent liabilities:. The declaration must in addition ha"e anne&ed to it a report addressed to the directors by the companys auditors stating that they ha"e inquired into the companys state of affairs# and the amount of permissible capital payment for the securities in question is in their "iew properly determined# and they are not aware of anything to indicate that the opinion e&pressed by the directors in the declaration as to any of the matters mentioned in the declaration is unreasonable in all the circumstances. 0uch other disclosures as may be specified by the Board from time to time by way of guidelines. The offer document should be dated and signed by the Board of directors of the company. 0,12D*C2 '8 D)egulations 69?:, 5?9e:, 579e:E 02,*)'T'20 A3D 2L,1A3B2 B.A)D ./ '3D'A 9B*+$BA,- ./ 02,*)'T'20: )2B*CAT'.30, 5>>6 2"ery merchant banker shall, while submitting the offer document or a copy of the public announcement to the Board, pay fees as set out below 0i%e of the buy$back offer (roposed fee 9)s.: upto ? crores ;?,=== more than ? crores J upto 5= crores ?=,=== more than 5= crores J upto ?= crores 7?,=== more than ?= crores J upto 5== crores 5,==,=== more than 5== crores J upto ?== crores ;,==,=== more than ?== crores ?,==,=== /ees referred to in clause 95: abo"e, shall be paid in the following manner The fees shall be paid along with the draft of the offer document or public announcement submitted to the Board. The fees shall be payable by a draft in fa"our of 0ecurities and 2&change Board of 'ndia at Humbai. A332L*)2 ; 0pecimen of 0pecial )esolution for alteration of Articles of Association for including an Article authorising buy$back of securities 0pecial resolution F)20.C82D T1AT pursuant to 0ection A5 of the ,ompanies Act, 5>?@, the articles of association of the company be and are hereby altered in the following manner After article 3o. 5?, the following be inserted as article 5?A FArticle 5?A. Buy$back of securities. The company may any time, in accordance with the pro"isions of 0ections 77A, 77AA and 77B and other applicable pro"isions, if any, of the ,ompanies Act, 5>?@ or the corresponding pro"isions of the )ules, )egulations and Buidelines prescribed by the Bo"ernment of 'ndia, the 0ecurities and 2&change Board of 'ndia or any other authority, for the time being in force, buy back its own securitiesG. A332L*)2 A 0pecimen of special resolution for appro"ing buy$back of companys own securities To consider and if thought fit, to pass, with or without modifications, the following )esolution as a 0pecial )esolution F)20.C82D T1AT pursuant to the pro"isions of ArticleNNN of the Articles of Association of the company and in accordance with the pro"isions of 0ection 77A,

77B and all other applicable pro"isions, if any, of the ,ompanies Act, 5>?@ 94the Act: and the pro"isions of the 0ecurities and 2&change Board of 'ndia 9Buy$back of securities: )egulations, 5>>6 9The Buy back )egulations: 9including any statutory modification9s: or re$enactment of the said Act or the Buy$back )egulations, for the time being in force: and also sub!ect to the appro"als, permission and sanctions of the 0ecurities and 2&change Board of 'ndia 902B': andKor other authorities, institutions or bodies 94the appropriate authorities: as may be necessary and sub!ect to such conditions and modifications as may be prescribed or imposed by them while granting such appro"als, permission and sanctions, the consent of the company be and is hereby accorded to the Board of Directors of the company 9hereinafter referred to as 4the Board which term shall be deemed to include any committee which the Board may constitute to e&ercise its powers, including the powers conferred by this resolution: to buy$back from the shareholders of the company, the fully paid$up equity shares of the company of the face "alue of )s.5= each, upto a limit of ;?O of the total e&isting share capital of the company at a price not e&ceeding )s.5@= per equity share# )20.C82D /*)T12) T1AT the Board be and is hereby authorised to implement the buy$back within a period of twel"e months from the date hereof 9or such e&tended period as may be permitted under the Act or the Buy$back )egulations or by the appropriate authorities: by one or more of the following methods from the e&isting shareholders on a proportionate basis through a tender offer# or from the open market either through the book building process or through purchases in the stock e&changes# or any other method as may be prescribed by the Act andKor the Buy$back )egulations# )20.C82D /*)T12) T1AT the Board be and is hereby authorised to in"est a sum not e&ceeding ;?O of the paid$up capital and free reser"es of the company as at A5st Harch, ;==5 towards the said buy$back and that the funds required for the said buy$back be drawn out of the share premium account and other free reser"es of the company as pro"ided under the Act# )20.C82D /*)T12) T1AT within the limits of ;?O of the paid$up capital and free reser"es and the price of )s.5@= per equity share stipulated as aforesaid, the Board be and is hereby authorised to determine the amount to be utilised towards the buy$ back including the number of equity shares to be bought back and the specific price of buy$back as also the method9s: to be employed for the buy$back and the time frame therefore# )20.C82D /*)T12) T1AT nothing contained hereinabo"e shall confer any right on the part of any shareholder to offer andKor any obligation on the part of the company or the Board to buy$back, any shares, andKor impair any power of the company or the Board to terminate any process in relation to buy$back, if so permissible by law# )20.C82D /*)T12) T1AT a buy$back of shares or global depository receipts from non$resident shareholders, shareholders of foreign nationality, etc., shall be sub!ect to such further appro"als as may be required including appro"als from the )eser"e Bank of 'ndia under the /oreign 2&change Hanagement Act, 5>>># )20.C82D /*)T12) T1AT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may, in its absolute discretion, deem necessary, e&pedient, usual or proper with regard to the implementation of the buy$back including the appointment of Herchant Banker, Brokers, 0olicitors, )egistrars, Ad"ertisement Agency, ,ompliance .fficer, 'n"estors 0er"ice ,entres and other Ad"isors, ,onsultants or )epresentati"es# the making of all applications to the appropriate authorities for their requisite appro"als#

the initiating of all necessary action for preparation and issue of (ublic Announcement# the filing of (ublic Announcement with the 02B'K0tock 2&change9s:, and also the certificates for Declaration of 0ol"ency and for e&tinguishment and physical distruction of share certificates in respect of shares bought back and all other documents required to be filed in the abo"e connection# and the settling of all such questions or difficulties whatsoe"er which may arise in connection with the buy$back so as to take all such steps and decisions in this regard.P A332L*)2 T. T12 3.T',2 2&planatory 0tatement as required by 0ection 57A of the ,ompanies Act, 5>?@ 94the Act:. The following 2&planatory 0tatement relating to the abo"e item sets out all material facts as required under 0ection 57A of the Act. 'tem 3o. 5 The company has, during the current financial year, entered into agreements for sale of two of its ma!or undertakings namely the... Di"ision located at...., Haharashtra and the...Di"ision located at..., Hadhya (radesh. These sales are e&pected to reduce the companys net fi&ed assets to less than half of their present book "alue. ,onsequently, some reduction in the share capital of the company, by way of buy$ back of equity shares has become appropriate. /urther, while the company has ambitious growth plans for the future, there will be less emphasis on capital intensi"e manufacturing acti"ities and therefore, it is likely that the company will ha"e surplus funds, at least in the near future. The company, therefore, proposes to use a part of its surplus funds to buy$back its own equity shares. The buy$back will be carried out at a price, which will pro"ide a reasonable e&it opportunity for those shareholders who so desire, without ad"ersely affecting the prospects of the companys future so as to also safeguard the interest of the continuing shareholders. Accordingly, the Board of Directors of the company at its meeting held on Qanuary 5?, ;==; has appro"ed the proposal to buy$back the fully paid up equity shares of )s.5=K$ each of the company 9hereinafter referred to as 4the buy$back: in accordance with the pro"isions contained in Article of the Articles of Association of the company and also sub!ect to the pro"isions of 0ection 77A, 77B and all other applicable pro"isions of the Act, and the Buy$back )egulations. The buy$back is proposed to be implemented by the company by one or more of the following methods from the e&isting shareholders on a proportionate basis through a tender offer, or from the open market either through the book building process or through purchases in stock e&changes, or any other method as may be prescribed by the Act andKor the buy$back )egulations# There will be no negotiated deals, spot transactions, or any pri"ate arrangements, in the implementation of the buy$back. The equity shares of the company are proposed to be bought back at a ma&imum price of )s.5@= per equity share in terms of this present resolution. This has been arri"ed at after considering factors such as the book "alue, the market "alue of the shares on the stock e&changes and the possible impact of the buy$back on the earnings per share of the company. The proposed ma&imum price, while pro"iding an option to the shareholders to sell their shares at a premium o"er the current market price, would also ensure that the growth of the company is not impaired and that the "alue of the shares after the buy$back for the continuing shareholders is preser"ed. The aggregate paid$up capital and free reser"es of the ,ompany as at A5st Harch, ;==5 is )s.7<7.76 crores and under the pro"isions of the Act, the funds deployed on

buy$back shall be less than ;?O of the paid$up capital and free reser"es of the company. Accordingly, the ma&imum amount allowed to be utilised in the present buy$back is )s.56@.>< crores. /urther, under the Act, the number of equity shares bought back shall not e&ceed ;?O of the total paid$up capital of the ,ompany i.e. 7,?=,>=,>A@ equity shares of )s.5= each aggregating )s.7?.=> crores and accordingly the ma&imum number of equity shares bought back shall be not more than 5,67,7;,7A< equity shares. The proposed resolution seeks to authorise the Board of Directors of the ,ompany, including a ,ommittee of Directors constituted specifically for that purpose 9hereinafter referred to as 4the Board: to determine the price and the number of equity shares to be bought back by the company within the limits as aforesaid. The funds required for the buy$back will be drawn out of the share premium account and other free reser"es of the company. The companys liquidity position would also permit the buy$back in "iew of the surplus generated by the sale of the.....and.....di"isions of the company as set out earlier. As required under the Act, the ratio of the debt owed by the company would not be more than twice the share capital and free reser"es after the buy$back. The aggregate shareholding of the promoters and of the directors of the promoters, where the promoter is a company, and of the persons who are in control of the company 9collecti"ely referred to hereinafter as 4the (romoters: as on the date hereof is 5,75,5@,7?> equity shares constituting ;;.6=O of the issued share capital of the ,ompany. 0a"e and e&cept the acquisition of 5,==,=== equity shares of the company on dates as gi"en below, no shares were either purchased or sold by the promoters during the period of si& months preceding the date of the Board meeting appro"ing the buy$ back and from that date to the date hereof. Date of purchase 3o. of shares purchased (urchase price per share 9)s.: 56.5=.;==5 ?=,===5=5.@? 5>.5=.;==5 <A,<7> 5==.>? ;=.5=.;==5 @,?;5 >@.6? 5,==,=== 't is the intention of the (romoters, not to tender their shares to the company for buy$back. As per the pro"isions of the Act, the 0pecial )esolution passed by the shareholders appro"ing the buy$back will be "alid for a ma&imum period of twel"e months from the date of passing of the said 0pecial )esolution. The Board will determine the time frame for buy$back within this "alidity period. As per pro"isions of the Act, the shares bought back by the company will be compulsorily cancelled and will not be held for reissuing at a later date. 'n terms of the pro"isions of 0ection 77A96: of the Act, the company will not be allowed to issue fresh equity shares within the period of si& months after the completion of the buy$back e&cept by way of bonus shares or shares issued in the discharge of subsisting obligations such as con"ersion of warrants, stock option schemes, sweat equity or con"ersion of preference shares or debentures into equity shares. The ,ompany confirms that there are no defaults subsisting in the repayment of deposits redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks. The Board of the ,ompany confirms that it has made the necessary and full inquiry into the affairs and prospects of the company and has formed the opinion that immediately following the date on which the general meeting is con"ened, there will be no grounds on which the company could be found unable to pay its debts#

as regards its prospects for the year immediately following the date of the general meeting, ha"ing regard to their intentions with respect to the management of the companys business during that year and to the amount and character of the financial resources which will, in the "iew of the Board, be a"ailable to the company during that year, the company will be able to meet its liabilities as and when they fall due and will not be rendered insol"ent within a period of one year from the date of this general meeting# and in forming its opinion for the abo"e purposes, the Board has taken into account the liabilities including prospecti"e and contingent liabilities as if the company were being wound up under the pro"isions of the Act. The te&t of the )eport dated Qanuary 5?, ;==; recei"ed from.... the 0tatutory Auditors of the company addressed to the Board of Directors of the company is reproduced below F'n connection with the proposal of....Cimited 9the FcompanyP: to buy$back its equity shares and in pursuance of the pro"isions of 0ection 77A and 77B of the ,ompanies Act, 5>?@ and the 02B' 9Buy$back of 0ecurities: )egulations, 5>>6, based on representation made by the company and on the basis of the information and e&planations gi"en to us, which to the best of our knowledge and belief were under the circumstances considered necessary, we confirm as under We ha"e inquired into the state of affairs of the company# The amount of )s.56@.>< crores being the ma&imum permissible capital payment towards buy$back of equity shares 9including premium: is ;?O of the total paid$up capital and free reser"es of the company, which has been properly determined in accordance with 0ection 77A9;:9c: of the ,ompanies Act, 5>?@# The Board of Directors in their meeting held on Qanuary 5?, ;==; ha"e formed their opinion, as specified in clause 9&: of 0chedule ' to the 0ecurities and 2&change Board of 'ndia 9Buy$back of 0ecurities: )egulations, 5>>6, on reasonable grounds and that the company will not, ha"ing regard to its state of affairs, be rendered insol"ent within a period of one year from the date of the 2&traordinary Beneral Heeting of the members of the company proposed to be held on /ebruary 5?, ;==;# and 3othing contained in this )eport should be construed to be a representation as to the futureP. All the material documents referred to in the 2&planatory 0tatement such as the Hemorandum and Articles of Association, rele"ant Board )esolutions for buy$back of shares and the Auditors )eport on their enquiry into the state of affairs of the company will be made a"ailable for inspection by shareholders at the )egistered .ffice of the company at....between 55.== A.H. to 5.== (.H. on all working days up to the date of 2&traordinary Beneral Heeting. As the proposal for buy$back will be in the interest of the company, the Directors recommend the passing of the 0pecial )esolution as set out in the 3otice. 3one of the Directors is in anyway concerned or interested either directly or indirectly in the aforesaid resolution e&cept that to the e&tent they hold any shares in the company. The "alue of their shareholding will stand affected by the buy$back !ust as in the case of any other shareholder of the company. A332L*)2 < (ri"ate Cimited ,ompany and *nlisted (ublic Cimited ,ompany 9Buy$back of 0ecurities: )ules, 5>>> issued by the Department of ,ompany Affairs, Hinistry of Caw, Qustice J ,ompany Affairs, Bo"ernment of 'ndia, "ide 3otification 3o. B0) ?=; 92: dated @th Quly, 5>>>, 9(ublished in the Ba%ette of 'ndia, 2&traordinary, (art '', 0ection A9ii: on @th Quly, 5>>>: as amended by the (ri"ate Cimited ,ompany and *nlisted (ublic Cimited ,ompany 9Buy$back of 0ecurities: 9Amendment: )ules, ;===$ 'ssued by the D,A "ide 3otification 3o. B0) ;5@92: dt. ;.A.;=== 9(ublished in the Ba%ette of 'ndia, 2&traordinary, (art '', 0ection A9ii: on =;.=A.A===:. 'n e&ercise of

the powers conferred by 0ection 77A of the ,ompanies Act, 5>?@ 95 of 5>?@: read with sub$section 95: of 0ection @<; of the said Act, the ,entral Bo"ernment hereby makes the following rules, namely 0hort title and commencement 5 These rules may be called the (ri"ate Cimited ,ompany and *nlisted (ublic Cimited ,ompany 9Buy$back of 0ecurities: )ules, 5>>>. They shall come into force on the date of their publication in the .fficial Ba%ette. 9(ublished in the Ba%ette of 'ndia, 2&traordinary, (art '', 0ection A9ii: on @th Quly, 5>>>.: Applicability These rules shall be applicable to buy$back of equity shares or other specified securities of a pri"ate limited company and unlisted public limited company not listed on any recognised stock e&change. Buying$back A company may buy$back its shares by either of the following methods from the e&isting shareholders on a proportionate basis through pri"ate offers# by purchasing the securities issued to employees of the company pursuant to a scheme of stock option or sweat equity. 0pecial )esolution The purposes of passing a special resolution under sub$section 9;: of 0ection 77A of the ,ompanies Act 95 of 5>?@:, the e&planatory statement to be anne&ed to the notice for the general meeting pursuant to 0ection 57A of the said Act shall contain disclosures as specified in 0chedule '. /iling of letter of offer etc. 5 The company which has been authorised by a special resolution shall, before buy$ back of shares, file with the )egistrar of ,ompanies a draft letter of offer containing particulars specified in 0chedule ''. The company shall file alongwith the letter of offer, a declaration of sol"ency in /orm 3o. <A prescribed under the ,ompanies 9,entral Bo"ernments: Beneral )ules and /orms, 5>?@ and in accordance with the pro"isions of sub$section 9@: of 0ection 77A of the ,ompanies Act, 5>?@. .ffer procedure 5 The letter of offer shall be despatched immediately after filing with the )egistrar of ,ompanies but not later than ;5 days from its filing with the )egistrar of ,ompanies. The offer for buy$back shall remain open to the members for a period not less than fifteen days and not e&ceeding thirty days from the date of despatch of the letter of offer. 'n case the number of shares offered by the shareholders is more than the total number of shares to be bought back by the company, the acceptance per shareholder shall be on proportionate basis. The company shall complete the "erifications of the offers recei"ed within 5? days of the closure of the offer and the shares lodged shall be deemed to be accepted unless a communication of re!ection is made within ;5 days from the closure of the offer. (ayment to shareholders 5 The company shall immediately after the date of closure of the offer open a special bank account and deposit therein, such sum, as would make up the entire sum due and payable as consideration for the buy$back in terms of these rules. The company shall within 7 days of the time specified in sub$rule 9<: of )ule @ make payment of consideration in cash or bank draftKpay order to those shareholders whose offer has been accepted or return the share certificates to the shareholders forthwith. Beneral obligations of the company

The company shall ensure that The letter of offer shall contain true, factual and material information and shall not contain any misleading information and must state that the directors of the company accept the responsibility for the information contained in such documents# the company shall not issue any shares including by way of bonus till the date of closure of the offer under these rules# the company shall confirm in its offer the opening of separate bank account testifying the a"ailability of funds earmarked for this purpose and pay the consideration only by way of cash or bank draftKpay order# the company shall not withdraw the offer to buy$back after the draft letter of offer is filed with the )egistrar of ,ompanies# The company shall not utilise any money borrowed from banksKfinancial institutions for the purpose of buying back its shares. )eturn to be filed with )egistrar A company, after the completion of the buy$back under these rules, shall file with the )egistrar a return in the form specified at Anne&ure 4A. 2&tinguishment of certificates 5 The company shall e&tinguish and physically destroy the share certificates so bought back in the presence of the company secretary in whole$time practice within 7 days from the date of acceptance of the shares. The company shall furnish a certificate to the )egistrar of ,ompanies duly "erified by 9a: two whole$time directors including the managing director and 9b: company secretary in whole$time practice, certifying compliance of these rules including those specified in 0ub$rule 95: abo"e within se"en days of the e&tinguishment and destruction of the certificates. The company shall maintain a record of share certificates which ha"e been cancelled and destroyed within se"en days of the buy$back of the shares. )egister of shares The company shall maintain a register of shares bought back by the company in the form specified at Anne&ure 4B. 0,12D*C2 ' D0ee )ule <E ,ontents of e&planatory statement The e&planatory statement to the notice for special resolution for buy$back shall, inter$alia, contain the following the date of the Board meeting at which the proposal for buy$back was appro"ed by the Board of directors of the company# the necessity for the buy$back# the class of security intended to be purchased under the buy$back# the method to be adopted for the buy$back# the ma&imum amount required under the buy$back and the sources of funds from which the buy$back would be financed# the basis of arri"ing at the buy$back price# the number of securities that the company proposes to buy$back# the time limit for the completion of buy$back# a the aggregate shareholding of the promoter and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company as on the date of the notice con"ening the general meeting# aggregate number of equity shares purchased or sold by persons including persons mentioned in 9a: abo"e during the period of si& months preceding the date of the Board meeting at which the buy$back was appro"ed from date till the date of notice con"ening the general meeting#

the ma&imum and minimum price at which purchases and sales referred to in 9b: abo"e were made along with the rele"ant dates# intention of the promoters and persons in control of the company to tender shares for buy$back indicating the number of shares, details of acquisition with dates and price# a confirmation that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks# a confirmation that the Board of directors has made a full enquiry into the affairs and prospects of the company and that they ha"e formed the opinion that immediately following the date on which the general meeting is con"ened there will be no grounds on which the company could be found unable to pay its debts# as regards its prospects for the year immediately following that date that, ha"ing regard to their intentions with respect to the management of the companys business during that year and to the amount and character of the financial resources which will in their "iew be a"ailable to the company during that year, the company will be able to meet its liabilities as and when they fall due and will not be rendered insol"ent within a period of one year from that date# and in forming their opinion for the abo"e purposes, the directors shall take into account the liabilities as if the company were being wound up under the pro"isions of the ,ompanies Act, 5>?@ 9including prospecti"e and contingent liabilities:. a report addressed to the Board of directors by the companys auditors stating that they ha"e inquired into the companys state of affairs# the amount of the permissible capital payment for the securities in question is in their "iew properly determined# and the Board of directors ha"e formed the opinion as specified in clause 9&: on reasonable grounds and that the company will not, ha"ing regard to its state of affairs, be rendered insol"ent within a period of one year from that date. the price at which the buy$back of shares shall be made# if the promoters intend to offer their shares$ the quantum of shares proposed to be tendered# and the details of their transactions and their holdings for the last si& months prior to the passing of the special resolution for buy$back including information of number of shares acquired, the price and the date of the acquisition. 0,12D*C2 '' D0ee )ule ?E Disclosures to be made in the letter of offer The letter of offer shall, inter$alia, contain the following details of the offer including the total number and percentage of the total paid up capital and free reser"es proposed to be bought$back and price# the proposed time table from opening of the offer till the e&tinguishment of the certificates# authority for the offer of buy$back# a full and complete disclosure of all material facts including the contents of the e&planatory statement anne&ed to the notice for the general meeting at which the special resolution appro"ing the buy$back was passed# the necessity for the buy$back# the process to be adopted for the buy$back# the minimum and the ma&imum number of securities that the company proposes to buy$back# sources of funds from which the buy$back would be made and the cost of financing the buy$back# brief information about the company#

audited financial information for the last three years and the company and its directors shall ensure that the particulars 9audited statement and un$audited statement: contained therein shall not be more than si& months old from the date of the offer document together with financial ratios as may be specified by the ,entral Bo"ernment# present capital structure 9including the number of fully paid and partly paid securities: and shareholding pattern# the capital structure including details of outstanding con"ertible instruments, if any, post buy$back# the aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company# the aggregate number of equity shares purchased or sold by persons mentioned in clause 9&ii: abo"e during the period of twel"e months preceding the date of the offer# the ma&imum and minimum price at which purchases and sales referred to abo"e were made along with the rele"ant date# management discussion and analysis on the likely impact of buy$back on the companys earnings, public holdings, holdings of non$resident 'ndiansKforeign institutional in"estors, etc., promoters holdings and any change in management structure# the details of statutory appro"als obtained# 95: A declaration to be signed by at least two whole$time directors that there are no defaults subsisting in repayment of deposit, redemption of debentures or preference shares or repayment of any term loans to any financial institutions or bank# 9;: a declaration to be signed by at least two whole time directors, one of whom shall be the managing director stating that the Board of directors has made a full enquiry into the affairs and prospects of the company and that they ha"e formed the opinion as regards its prospects for the year immediately following the date of the letter of offer that, ha"ing regard to their intentions with respect to the management of the companys business during the year and to the amount and character of the financial resources which will in their "iew be a"ailable to the company during that year, the company will be able to meet its liabilities and will not be rendered insol"ent within a period of one year from that date# in forming their opinion for the abo"e purposes, the directors shall take into account the liabilities as if the company were being wound up under the pro"isions of the ,ompanies Act, 5>?@ 9including prospecti"e and contingent liabilities:# the declaration must in addition ha"e anne&ed to it a report addressed to the directors by the companys auditors stating that they ha"e inquired into the companys state of affairs# and the amount of permissible capital payment for the securities in question is in their "iew properly determined# and they are not aware of anything to indicate that the opinion e&pressed by the directors in the declaration as to any of the matters mentioned in the declaration is unreasonable in all the circumstances# such other disclosures as may be specified by the ,entral Bo"ernment from time to time by way of guidelines# the offer document should be dated and signed by the Board of directors of the company# and the letter of offer will contain pre and post buy$back debt ratios. A332L*)2 4A D0ee )ule >E ,.H(A3'20 A,T, 5>?@

9(ursuant to 0ection 77A95=E )eturn of buy$back of securities 3ame of the company Address of registered office )egistrar of ,ompanies )egistration number 'ncome$ta& (A3 Details of capital as on .......... 0.3o. Details of capital Authorised capital 0ubscribed capital (aid up capital 5;A<? 2quity (reference )edeemable preference 2mployees stock option 0weat equity .thers Total /ree reser"es 9as defined in clause 9b: of 2&planation to 0ection A7;A: as on..... 0ecurities premium account as on.... (roceeds of any shares or other specified securities as on.... Debts as on..... 0ecured *nsecured Total Date of members special resolution authorising buy$back of securities Amount of buy$back authorised Date upto which buy$back authorised to be completed Date on which earlier buy$back was authorised Date on which the earlier buy$back was completed Debt equity ratio allowed for the company Details of Bo"ernment appro"al for debt equity ratio higher than ; 5 Whether there is any default in$ )epayment of deposit +esK3o )epayment of interest payable on FAG abo"e +esK3o )epayment of debentures +esK3o )epayment of preference shares +esK3o (ayment of di"ided to shareholders +esK3o

)epayment of term loans to any financial institutionKbank +esK3o )epayment of interest on F/G abo"e +esK3o Whether there is any default in complying with$ 0ection 5?> 9Annual return: 0ection ;=7 9payment of di"idend: 0ection ;55 9balance sheetKprofit and loss account: Description of securities bought$back by the company 0l. 3o. /olio 3o.K ,ertificate 3o. of security bought back .... Date of buy$back3o. of 0ecurities bought back,ategory to which they be$ long 9pref.K 2quityK employees stock optionK sweat, etc.: 3ame of the last holder of security register)eference to entry in members 95:9;: 9A: 9<: 9?: 9@: Hode of acquisition aKbKcKdKeM/ace "alue of securityBuy$back "alue paid for security Total consi$deration paid for buy$back ,umulati"e total of col 9>: Date of cancel$ lation of security )emarks 97: 96: 9>: 95=:955: 95;: 95A: M$ from the e&isting security$holders on a proportionate basis $ from the open market $ from odd$lots of listed securities $ from employees stock option $ from sweat equity Date of e&tinguishment of securities Date of physical destruction of securities (lace RR.............. ......................................... Date RRR............ 0ignature ......................................... 3ame ......................................... Designation ,ompany 0eal A332L*)2 4B D0ee )ule 55E ,.H(A3'20 A,T, 5>?@ D(ursuant to 0ection 77A9>:E )egister of buy$back of securities Date of members special resolution authorising buy$back of securities Amount of buy$back authorised Date upto which buy$back authorised to be completed Description of securities bought$back by the company 0l. 3o./olio 3o.K ,ertificate 3o. of security bought

back .... Date of buy$back 3o. of 0ecurities bought back,ategory to which they be$ long 9pref.K 2quityK employees stock optionK sweat, etc.: 3ame of the last holder of security )eference to entry in members register 95: 9;: 9A: 9<: 9?: 9@: Hode of acqui$ sition aKbKcKdKeM/ace "alue of securityBuy$back "alue paid for security Total consi deration paid for buy$back,umulati"e total of col 9>: Date of cancel lation of security )emarks 97: 96:9>: 95=: 955: 95;: 95A: M$from the e&isting security$holders on a proportionate basis$ from the open market $ from odd$lots of listed securities $ from employees stock option $ from sweat equity Date of e&tinguishment of securities Date of physical destruction of securities (lace RR.............. ......................................... Date RRR............ 0ignature ........................................ 3ame ......................................... Designation ,ompany 0eal /ootnotes

M The term 4shares substituted by the term 4securities by the Amendment )egulations 5>>> with 0... 3o. 7@@92: dt. ;5.>.5>>>. M 'nserted by Amendment )egulations, ;==5 "ide 3otification 0... 3o. 556592: dt. ;6.55.;==5