Recent Updation S. Chidambaram, Company Secretary

Recent Updation Liberalisation of Downstream Investment Amendment in Model Code of Conduct Introduction of Intimation to SEBI, in case of Pledge of Shares Introduction of Compliance Certificate to the existing Bankers De-recognition of Stock Exchange Amendment in the DIP Guidelines Appointment of Whole time Company Secretary

Liberalisation of Downstream Investment Press Note No. 4 (2009 Series) Dated 25th February, 2009 Existing Operating-cum-investing companies – No FIPB Approval For companies yet to start the operations in the main company require Government/FIPB approval, regardless of the amount or extent of foreign investment. Investing companies – FIPB Approval required, irrespective of the of the amount or extent of foreign investment.

Amendment in Insider Trading Regulations (Notification (SEBI Notification No. LAD- NRO/GN/2008/29/44801 dated 19th November 2008) Definition of “Insider” has been broadened to include any person who has received or has access to unpublished price sensitive information, whether or not he is or was or is deemed to be connected with the company. “Working Day” mean the day when the regular trading is permitted on the concerned stock exchange where the securities of the company are listed. Disclosures by the acquirer are now required to be made within 2 working days to the company and further by the company to the stock exchange within 2 working days.

Amendment in Insider Trading Regulations Amendment in the Model Code of Conduct - all the directors, officers, and designated employees of a listed company would not be allowed to entered into Opposite Transaction, i.e., sell or buy any number of shares during the next six months following the prior transaction. An absolute prohibition on the aforesaid person from taking positions in derivative transaction in the shares of the company at any time. Even the dependents of Directors/officers/designated employees who intend to deal with the securities of the company above the minimum threshold limit as decided by the company are required to pre-clear the transaction and execute the order within a week of obtaining the approval.

Pledge of Shares SEBI vide its notification dated 28th January, 2009, No. LAD-NRO/GN/ /33/ As per regulation 8A(1), a Promoter and every person forming part of Promoter Group shall disclose the already pledged shares within 7 working days from 28th January, As per regulation 8A(2), a Promoter and every person forming part of Promoter Group shall disclose to the Company, the details of pledge within 7 working days from the date of creation of Pledge. As per regulation 8A(3) of the SEBI Takeover Regulations, a Promoter and every person forming part of Promoter Group shall disclose to the Company, the details of invocation of pledge within 7 working days from the date of invocation of Pledge. As per regulation 8A(4) of the SEBI Takeover Regulations, the Company shall in turn inform the Stock Exchanges within 7 working days of the receipt of such disclosure - aggregate number of pledged shares exceeds 25,000 shares or exceeds 1% of the total shareholding of the Company during that quarter, whichever is lower.

Compliance Certificate to the Bankers RBI/ /183, DBOD No. BP. BC.46/ / dated September 19, 2008 Obtain regular certification by a professional, preferably a Company Secretary, regarding compliance of various statutory prescriptions that are in vogue,

Appointment of Whole time Company Secretary The Central Government vide Notification No. G.S.R. 11 (E), dated As per the amendment – the requirement to appoint a whole time secretary has been increased from Rs Cr to Rs Cr paid-up capital Under the amended rules a company having a paid up share capital of two Crore rupees or more but less than five crore rupees may appoint any Company secretary a company has appointed a whole-time company secretary such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, The said amendment shall come into force from 15th March, 2009.

De-recognition of Stock Exchange SEBI has issued guidelines in respect of exit option to Regional Stock Exchanges on 29th December 2008, by vide circular Number MRD/DoP/SE/Cir- 36 /2008. The companies which are listed in such de-recognized RSEs and also listed in any other stock exchange(s) may continue to remain listed in the other stock exchange(s). In case of companies exclusively listed on those de-recognized stock exchanges, it shall be mandatory for such companies to either seek listing at other stock exchanges or provide for exit option to the shareholders as per SEBI Delisting Guidelines / Regulations after taking shareholders’ approval for the same, within a time frame, to be specified by SEBI, failing which the companies shall stand de-listed through operation of law.

Amendment in DIP Guidelines SEBI Circular No. SEBI / CFD / DIL / DIP / 34 / 2009 / 24 / 09 dated February 24, 2009, Enhancing the validity period of observations: Three months to twelve months. Reduction of Bonus Shares Time Line: 15 Days in case of no shareholders approval required 60 days in case of shareholders approval required for capitalisation of reserves

Amendment in DIP Guidelines Announcement of Price Band: the floor price or price band can be announced after the date of registration of the Red Herring Prospectus with the ROC, at least two working days before the issue opening date. Preferential Issue: The upfront amount payable at the time of allotment of warrants has been increased from 10% to 25%. Lock in shares in respect of warrants will be computed after the conversion of warrants into shares.