SCHEDULE - II - THE BOOK BUILDING PROCESS - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

SCHEDULE II [See regulation 15(1)] THE BOOK BUILDING PROCESS 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 of 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. 1 [11A. 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 (1A) of regulation 13 of these regulations.] 2 [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 promoter shall accept all shares tendered where the corresponding bids placed are at the final price or at a price which is lesser than the final price. The promoter may, if he deems fit, fix a higher final price. An illustration for arriving at the final offer price is given in the table below: Bid price (Rs.) Number of investors Demand (Number of shares) Cumulative demand (Number of shares) 550 5 2,50,000 2,50,000 565 8 4,00,000 6,50,000 575 10 2,00,000 8,50,000 585 4 4,00,000 12,50,000 595 6 1,20,000 13,70,000 600 5 1,30,000 15,00,000 ---------Final Offer Price 605 3 2,10,000 17,10,000 610 3 1,40,000 18,50,000 615 3 1,50,000 20,00,000 620 1 5,00,000 25,00,000 48 25,00,000 Assuming floor price of Rs. 550/- per share, promoter/ acquirer shareholding at 75% and number of shares required for successful delisting as 15,00,000, the final price would be the price at which the promoter reaches the threshold of 90%, i.e., it would be Rs. 600/- per share.] ********* 1 Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015. 2 ibid.