THE GAZETTE OF INDIA EXTRAORDINARY PART III SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, JUNE 10,2009

12 · Substituted for words 'promoter or other person by the SEBL (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f: 24-03-2015. 13 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018

14 · Substituted for the word would" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018_

8 · (1) Any company desirous of delisting its equity shares under the provisions of Chapter IIL shall, except in a case falling under clause (a) of regulation 6, (a) obtain the prior approval of the board of directors of the company in its meeting; (b) obtain the prior approval of shareholders of the company by special resolution passed through postal ballot, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution: Provided that the special resolution shall be acted upon 1S[*** only if the votes cast by public shareholders in favour of the proposal amount to at least two times the number of votes cast by public shareholders against it: make an application to the concerned recognised stock exchange for in-principle approval of the proposed delisting in the form specified by the recognised stock exchange; and (d) within one year of passing the special resolution, make the final application to the concerned recognised stock exchange in the form specified by the recognised stock exchange: Provided that in pursuance of special resolution as referred to in clause (b), passed before the commencement of these regulations, final application shall be made within a period of one year from the date of passing of special resolution or six months from the commencement of these regulations, whichever is later: 16 [(IA) Prior to granting approval under clause (a) of sub-regulation (1), the board of directors of the company shall, (i) make a disclosure to the recognized stock exchanges on which the equity shares of the company are listed that the promoterslacquirers have proposed to delist the company; (ii) appoint a merchant banker to carry out due-diligence and make a disclosure to this effect to the recognized stock exchanges o which the equity shares of the company are listed; (iii) obtain details of trading in shares of the company for a period of two years prior to the date of board meeting by top twenty five shareholders as on the date of the board meeting convened to consider

15 · Words "if and" omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f. 14.11.2018. 16 Inserted by SEB (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015.

17 · Substituted for the words "the entities belonging to acquirer or promoter or promoter group" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018.

18 · Substituted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018. Prior to the same, the clause read as follows: "(b) entities belonging to acquirer or promoter or promoter group or their related entities have carried out or not, any transaction to facilitate the success of the delisting offer which is not in compliance with the provisions of sub-regulation (5) of regulation 4.

19 · Substituted for word "thirty" by the SEBI (Delisting of Equity shares) Amendment) Regulations 2015, W.e.f: 24-03-2015. 20 Substituted for the words "listing agreement" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018,W.e.f: 14.11.2018

21 · Inserted by SEBL (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015. 22 Substituted for word 'upon' by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f: 24-03-2015. 23 Substituted for the words "thirty working days" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018,W.e.f. 14.11.2018 24 Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f: 24-03-2015.

25 · '[Explanation: The merchant banker conducting due diligence on behalf of the company may also act aS the manager to the delisting offer:] (5) It shall be the responsibility of the 26[acquirer/promoter] and the merchant banker to ensure compliance with the provisions of this Chapter: (6) No 27 '[acquirer/promoter] shall appoint any person as a merchant banker under sub-regulation (4) if such a person is an associate of the 28 '[acquirer/promoter]: 29[(7) No entity belonging to the acquirer; promoter and promoter group of the company shall sell shares of the company during the period from the date of the board meeting in which the delisting proposal was approved till the completion of the delisting process:]

25 · Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f. 14.11.2018. 26 Substituted for word 'promoter" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f: 24-03-2015. 27 Ibid 28 Ibid 29 Inserted by the SEBI (Delisting of Equity shares Amendment) Regulations 2015, W.e.f: 24-03-2015. 30 Ibid 31 Ibid 32 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018,W.e.f. 14.11.2018_

33 · Ibid 34 Substituted for the words 'forty five' by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f. 24-03-2015. 35 Omitted by the SEBI (Delisting of Equity shares) Amendment) Regulations 2015, W.e.f: 24-03-2015. Prior to omission it read as 'so as to reach them at least five working days before the opening of the bidding period" 36 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018,W.e.f: 14.11.2018.

37 · Substituted for the words "fifty five" by the SEBL (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f. 24-03-2015 38 Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, we.f. 24-03-2015. 39 Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f: 24-03-2015.Prior to omission it read as minimum period of three working days and a maximum" 40 Substituted for the words A promoter" by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f: 24-03-2015 41 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018,W.e.f. 14.11.2018. 42 Omitted ibid. Prior to the omission, the sub-regulation read as follows:

50 · Ibid 51 Substituted for the word 'paragraphs" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018. 52 Ibid 53 Omitted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f: 24-03-201.5 54 Ibid sSSubstituted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f: 24-03-2015. 56 Sub-regulation number inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018. Word "An" omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f. 14.11.2018. 58 Inserted ibid.

59 · Substituted for the words "this requirement" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f. 14.11.2018. 60 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f. 14.11.2018. Numbered ibid.

70 · Substituted for the word making" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018_

76 · Numbered by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f. 14.11.2018. Inserted ibid:

78 · Substituted for the words "in the form of circulars" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f. 14.11.2018. 79 Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f: 24-03-2015. 80 Substituted for "sub-regulation (3)" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018,W.e.f: 14.11.2018. 81 Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 , we.f 6-3-2017 82 The following proviso omitted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018:

89 · Substituted for the title "Transitional provisions" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018. 90 Substituted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015. 91 Substituted for "Securities and Exchange Board of India (Delisting of Equity) Regulations, 2009 as amended by the Securities and Exchange Board of India (Delisting of Equity Shares) Amendment) Regulations, 2015" by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, W.e.f: 14.11.2018.

5 · Disclosure regarding the minimum acceptance condition for success of the offer. 6_ The names of the merchant banker and other intermediaries together with the helpline number for the shareholders. 7. The specified date fixed a8 per sub-regulation (3) of regulation 10. 8. The object of the proposed delisting: 9. The proposed time table from opening of the offer till the payment of consideration or return of equity shares. 10. Details of the escrow account and the amount deposited therein. 11. Listing details and stock market data: (a) high, low and average market prices of the equity shares of the company during the preceding three years; (b) monthly high and low prices for the six months preceding the date of the public announcement; and, the volume of equity shares traded in each month during the six months preceding the date of public announcement: 12. Present capital structure and shareholding pattern: 13. The likely post-delisting shareholding pattern: 14. The aggregate shareholding of the promoter together with persons acting in concert and of the directors of the promoter where the promoter is a company and of persons who are in control of the company. 15. A statement, certified to be true by the board of directors of the company, disclosing material deviation, if any, in utilisation of proceeds of issues of securities made during the five years immediately preceding the date of public announcement; from the stated object of the issue. 16. A statement by the board of directors of the company confirming that all material information which is required to be disclosed under the provisions of continuous listing requirement have been disclosed to the stock exchanges. 92[16A: A statement by the board of directors of the company certifying that: - (a) the company is in compliance with the applicable provisions of securities laws;

92 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f: 24-03-2015.

1 · The book building process shall be made through an electronically linked transparent facility and the promoter shall enter into an agreement with a stock exchange for the purpose. 2. The public announcement and letter of offer shall be filed without delay with the stock exchange mentioned in paragraph 1 and such stock exchange shall forthwith post the same in its website. 3. The minimum number of bidding centres shall be: (a) the four metropolitan centres situated at Mumbai, Delhi, Kolkata and Chennai; (b) such cities in the region in which the registered office of the company is situated, as are specified by the stock exchange mentioned in paragraph 1. 4. There shall be at least one electronically linked computer terminal at all bidding centres. 5. The shareholders may withdraw or revise their bids upwards not later than one day before the closure of the bidding period. Downward revision of bids shall not be permitted. 6. The promoter shall appoint "trading members at the bidding centres, whom the public shareholders may approach for placing bids on the on-line electronic system.

7 · The shareholders holding dematerialised shares desirous of availing the exit opportunity may deposit the equity shares in respect of which bids are made, with the special depositories account opened by the merchant banker for the purpose prior to placement of orders or, alternately, may mark a pledge for the same to the merchant banker in favour f the said account. 8. The merchant banker shall ensure that the equity shares in the said special depositories account are not transferred to the account of the promoter unless the bids in respect thereof are accepted and payments made. 9 The holders of physical equity shares may send their bidding form together with the share certificate and transfer deed to the trading member appointed for the purpose, who shall immediately after entering their bids on the system send them to the company or the share transfer agent for confirming their genuineness. The company or the share transfer agent shall deliver the certificates which are found to be genuine to the merchant banker; who shall not make it over to promoter unless the bids in respect thereof are accepted and payment made. The bids in respect of the certificates which are found to be not genuine shall be deleted from the system. 10. The verification of physical certificates shall be completed in time for making the public announcement under regulation 18. 11. The bids placed in the system shall have an audit trail which includes stock broker identification details, time stamp and unique order number. 93 [I1A. Para 1 to 11 shall not be applicable in respect of the book building process where settlement is carried out through stock exchange mechanism as specified in sub-regulation (IA) of regulation 13 of these regulations:] 94 [12. The final offer price shall be determined as the price at which shares accepted through eligible bids, that takes the shareholding of the promoter or the acquirer (along with the persons acting in concert) to ninety per cent: of the total issued shares of that class excluding the shares which are held by a custodian and against which depository receipts have been issued. If the final price is accepted, then, the

93 · Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, W.e.f: 24-03-2015. 94 ibid.

1 · The recognised stock exchange shall take all reasonable steps to trace the promoters of a company whose equity shares are proposed to be delisted, with a view to ensuring compliance with sub-regulation (3) of regulation 23. 2. The recognised stock exchange shall consider the nature and extent of the alleged non-compliance of the company and the number and