SCHEDULE - II - THE BOOK BUILDING PROCESS - SEBI (Delisting of Securities) Guidelines, 2003

SCHEDULE II [See Guideline 8.1] THE BOOK BUILDING PROCESS 1. The book building process shall be made through an electronically linked transparent facility. 2. The number of bidding centres shall not be less than thirty, including all stock exchange centres and there shall be at least one electronically linked computer terminal at all bidding centres. 3. The promoter shall deposit in an escrow account, 100 per cent of the estimated amount of consideration calculated on the basis of the floor price indicated and the number of securities required to be acquired. The provisions of clause 10 of the Securities and Exchange Board of India (Buyback of Securities) Regulations,1998 shall be applicable mutatis mutandis to such escrow account. 4. The offer to buy shall remain open to the security holders for a minimum period of three days. The security holders shall have a right to revise their bids before the closing of the bidding. 5. The promoter or acquirer shall appoint trading members for placing bids on the online electronic system. 6. Investors may approach trading members for placing offers on the on-line electronic system. The format of the offer form and the details that it must contain shall be specified. 7. The security holders desirous of availing the exit opportunity shall deposit the shares offered with the trading members prior to placement of orders. Alternately they may mark a pledge for the same to the trading member. The trading members in turn may place these securities as margin with the exchanges/clearing corporations. 8. The offers placed in the system shall have an audit trail in the form of confirmations which gives broker ID details with time stamp and unique order number 9. The final offer price shall be determined as the price at which the maximum number of shares has been offered. The acquirer shall have the choice to accept the price. If the price is accepted then the acquirer shall be required to accept all offers upto and including the final price but may not have to accept higher priced offers, subject to clause 15. An illustration is given below: Offer Quantity Offer Price Remarks 50 120 Floor price 82 125 108 130 Final price (as qty offered is max) 27 135 5 140 10 If final price is accepted the acquirer shall have to accept offers up to and including the final price i.e. 240 shares at the final price of 130/-. 11 At the end of the book build period the merchant banker to the book building exercise shall announce in the press and to the concerned exchanges the final price and the acceptance (or not) of the price by the acquirer. 12 The acquirer shall make the requisite funds available with the exchange/clearing corporation on the final settlement day (which shall be three days from the end of the book build period). The trading members shall correspondingly make the shares available. On the settlement day the funds and securities shall be paid out in a process akin to secondary market settlements. 13 The entire exercise shall only be available for demat shares. For holders of physical certificates the acquirer shall keep the offer open for a period of 15 days from the final settlement day for the shareholders to lodge the certificates with custodian(s) specified by the merchant banker.