Miscellaneous

PART VIII:MISCELLANEOUS

Regulation 97. Restriction on further capital issues

• Restriction on Further Issue of Specified Securities

  1. Restriction on Further Issue of Specified Securities

     1. The issuer cannot make any further issue of specified securities between:

        1. The date of filing the Draft Letter of Offer with the stock exchange(s), and

        2. The listing of the specified securities offered through the Letter of Offer, or the refund of application monies. (THE PEROD IS MENTONED IN (B)).

     2. The restriction covers further issues made in any manner, including:

        1. Public issue.

        2. Rights issue.

        3. Preferential issue.

        4. Qualified Institutions Placement (QIP).

        5. Issue of bonus shares.

  2. Unrestricted Routes

     1. ESOP/SAR route: An issue made pursuant to an Employee Stock Option Scheme or a Stock Appreciation Right Scheme is not restricted.

     2. Disclosure route: any other further issue is permitted if full disclosure is made in the Draft Letter of Offer or Letter of Offer, as applicable, of either:

        1. The total number of specified securities proposed to be issued, or

        2. The amount proposed to be raised through the further issue.

• (a). Omitted.

• (b).

  1. Period of Restriction

     1. The restriction begins on the date the issuer files the Draft Letter of Offer with the stock exchange(s).

     2. It continues until either:

        1. The specified securities offered through the Letter of Offer are listed or

        2. The application monies are refunded to the applicants.

     3. Therefore, during this entire period, the issuer is restricted from making further issues of specified securities, subject to the stated exceptions.

• Disclosure Exception for Further Issue

  1. The issuer may make a further issue during the restricted period if full disclosure about that further issue has already been made.

  2. The disclosure must be made in the Draft Letter of Offer or Letter of Offer, as applicable.

  3. The disclosure must specify either:

     1. The total number of specified securities proposed to be issued or

     2. The amount proposed to be raised through the further issue.

Regulation 98. Alteration of rights of holders of specified securities

• Restriction on Alteration of Terms

  1. Restriction on Alteration of Terms

     1. The issuer cannot alter the terms of specified securities (including their terms of issue) if the alteration may adversely affect the interests of their holders.

     2. Actual harm is not required, just a possible adverse effect is enough.

     3. Permitted Only With Class Approval

        1. Written consent of holders of not less than three-fourths of the specified securities of that class or

        2. Special resolution passed at a meeting of the holders of the specified securities of that class.

        3. The approval must come from the class whose interests may be adversely affected.