SCHEDULE - II - CONTENTS OF THE PUBLIC ANNOUNCEMENT - Securities and Exchange Board of India (Buy Back Of Securities) Regulations, 1998

1 [SCHEDULE II CONTENTS OF THE PUBLIC ANNOUNCEMENT 1. The Public announcement shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one. 2. The Public announcement shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one. 3. A full and complete disclosure of all material facts including the following shall be made: Part A: Disclosures under Regulation 5(1) and 8(1) i. Date of the Board meeting at which the proposal for buy back was approved by the Board of Directors of the company; ii. Necessity for the buy back; iii. Maximum amount required under the buy back and its percentage of the total paid up capital and free reserves; iv. Maximum price at which the shares or other specified securities are proposed be bought back and the basis of arriving at the buyback price; v. Maximum number of securities that the company proposes to buy back; vi. Method to be adopted for buyback as referred in sub-regulation(1) of regulation 4; vii. (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 convening the General Meeting or the Meeting of the Board of Directors; (b) aggregate number of shares or other specified securities purchased or sold by persons including persons mentioned in (a) above from a period of six months preceding the date of the Board Meeting at which the buyback was approved till the date of notice convening the general meeting; (c) the maximum and minimum price at which purchases and sales referred to in (b) above were made along with the relevant dates; viii. Intention of the promoters and persons in control of the company to tender shares or other specified securities for buy-back indicating the number of shares or other specified securities ,details of acquisition with dates and price; ix. 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; x. A confirmation that the Board of Directors has made a full enquiry into the affairs and prospects of the company and that they have formed the opinion- (a) that immediately following the date on which the General Meeting or the meeting of the Board of Directors is convened there will be no grounds on which the company could be found unable to pay its debts; (b) as regards its prospects for the year immediately following that date that, having regard to their intentions with respect to the management of the company s business during that year and to the amount and character of the financial resources which will in their view be available 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 insolvent within a period of one year from that date; and (c) in forming their opinion for the above purposes, the directors shall take into account the liabilities as if the company were being wound up under the provisions of the Companies Act, 1956 (including prospective and contingent liabilities); xi. A report addressed to the Board of Directors by the company s auditors stating that- (i) they have inquired into the company s state of affairs; (ii) the amount of the permissible capital payment for the securities in question is in their view properly determined; and (iii) the Board of Directors have formed the opinion as specified in clause (x) on reasonable grounds and that the company will not, having regard to its state of affairs, will not be rendered insolvent within a period of one year from that date. Part B: Disclosures under Regulation 15(d) In addition to the disclosures in Part A, the following disclosures shall be made: i. Date of shareholders approval for buy back, if applicable; ii. Minimum and maximum number of securities that the company proposes to buy back, sources of funds from which the buyback would be made and the cost of financing the buy back; iii. Proposed time table from opening of offer till the extinguishment of the certificates; iv. Process and methodology to be adopted for the buyback; v. Brief information about the company; vi. Audited Financial information for the last 3 years and the lead manager shall ensure that the particulars (audited statement and un-audited statement) contained therein shall not be more than more than 6 months old from the date of the public announcement together with financial ratios as may be specified by the Board; vii. Details of escrow account opened and the amount deposited therein; viii. Listing details and stock market data: (a) high, Low and average market prices of the securities of the company proposed to be bought back, during the preceding three years; (b) monthly high and low prices for the six months preceding the date of the public announcement; (c) the number of securities traded on the days when the high and low prices were recorded on the relevant stock exchanges during the period stated at (a) and (b) above; (d) the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognises the change in the capital structure.(e.g. when the securities have become exrights or ex-bonus) ; (e) the market price immediately after the date of the resolution of the Board of directors approving the buy back; and (f) the volume of securities traded in each month during the six months preceding the date of the public announcement along with high, low and average prices of securities of the company, details relating to volume of business transacted should also be stated for respective periods. ix. Present capital structure (including the number of fully paid and partly paid securities) and shareholding pattern; x. The capital structure including details of outstanding convertible instruments, if any post buyback; xi. 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; xii. Aggregate number of shares or other specified securities purchased or sold by persons mentioned in clause xi above during a period of twelve months preceding the date of the public announcement; the maximum and minimum price at which purchases and sales referred to above were made along with the relevant dates; xiii. Management discussion and analysis on the likely impact of buy back on the company s earnings, public holdings, holdings of NRIs/FIIs etc., promoters holdings and any change in management structure; xiv. Details of statutory approvals obtained; xv. Collection and bidding centers; xvi. Name of compliance officer and details of investors service centers; xvii. Such other disclosures as may be specified by the Board from time to time by way of guidelines.] ***** 1 Schedule II substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02- 2012. for the following: Schedule II Contents of the Public Announcement [under regulation 8(1)] The public announcement shall, inter alia, contain the following : 1. Details of the offer including the total number and percentage of the total paid-up capital and free reserves proposed to be bought back and price. 2. The proposed time table from opening of the offer till the extinguishment of the certificates. 3. The specified date. 4. Authority for the offer of buy-back. 5. A full and complete disclosure of all material facts including the contents of the explanatory statement annexed to the notice for the general meeting at which the special resolution approving 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. 6. The necessity for the buy-back. 7. The process and methodology to be adopted for the buy-back. 8. The maximum amount to be invested under the buy-back. 9. The minimum and the maximum 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. 10. Brief information about the company. 11. Audited financial information for the last 3 years and the lead manager shall ensure that the particulars (audited statement and un-audited statement) contained therein shall not be more than 6 months old from the date of the public announcement together with financial ratios as may be specified by the Board. 12. Details of escrow account opened and the amount deposited therein. 13. Listing details and stock market data : (a) high, low and average market prices of the securities of the company proposed to be bought back, during the preceding three years; (b) monthly high and low prices for the six months preceding the date of the public announcement; (c) the number of securities traded on the days when the high and low prices were recorded on the relevant stock exchanges during the period stated at (a) and (b) above; (d) the stock market data referred to above shall be shown separately for periods marked by a change in apital structure, with such period commencing from the date the concerned stock exchange recognises the change in the capital structure (e.g., when the securities have become ex-rights or ex-bonus); (e) the market price immediately after the date of the resolution of the Board of directors approving the buy-back; and (f) the volume of securities traded in each month during the six months preceding the date of the public announcement. Along with high, low and average prices of securities of the company, details relating to volume of business transacted should also be stated for respective periods. 15. Present capital structure (including the number of fully paid and partly paid securities) and shareholding pattern. 16. The capital structure including details of outstanding convertible instruments, if any, post buy-back. 17. 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. 18. The aggregate number of shares or other specified securities purchased or sold by persons mentioned in clause 17 above during a period of twelve months preceding the date of the public announcement; the maximum and minimum price at which purchases and sales referred to above were made along with the relevant dates. 19. Management discussion and analysis on the likely impact of buy-back on the company s earnings, public holdings, holding of NRIs/FIIs, etc., promoters holdings and any change in management structure. 20. The details of statutory approvals obtained. 21. Collection and bidding centres. 22. Name of compliance officer and details of investors service centres. 23. Such other disclosures as may be specified by the Board from time to time by way of guidelines. 24. The Public announcement shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one