VIII. LISTING OF SUBSIDIARY COMPANY & OTHER MATTERS

Posted on June 21, 2008

1. A listed company distributing shares of its unlisted subsidiary company in the form of special dividend, right shares or any similar distribution shall get such subsidiary company listed on the Exchange within a period of 120 days from the date of approval of such distribution by the shareholders at a meeting of such company.
2. In case of failure of such subsidiary company to apply for listing or refusal by the Exchange for such listing on account of insufficient public interest, or for any other reason whatsoever, the company distributing special dividend shall encash the shares of the subsidiary company at the option of the recipients at a price not less than the current break‑up value or face value, whichever is higher, within 30 days from the expiry of 120 days or from the date of refusal of listing, whichever is earlier, failure in which behalf shall be default in which event the trading in the shares of the listed company shall be suspended by the Board or the company de‑listed.

25. Every listed company shall notify the Exchange immediately regarding changes in its Board of Directors by addition or removal by death, resignation, or disqualification, etc.
26. A listed company shall obtain prior clearance of the Exchange for any amendment proposed to be made in its memorandum and articles of association before the same are placed for the approval of the shareholders.
27. A listed company shall immediately notify the Exchange in respect of any material change in the nature of its business including sale or purchase of major operating assets, franchise, brand name, goodwill, royalty, financial plan, etc and all relevant information such as consideration, terms of payments, period of use of such facilities and projected gains to accrue to the company.
28. Every listed company shall advise the Exchange of:-
    1. The decision to issue Participation Term Certificates and the purpose thereof not withstanding that application is to be made to the authorities later;
    2. Submit copy of the application made to authorities with relevant details and certified copy of the consent order;
    3. All materials particulars of the Participation Term Certificates including conditions governing the issue, details of guarantee/securities, trustees and name of the subscribing institution(s)

29. All listed companies shall obtain prior approval of the Exchange in respect of the date & time of holding of its Annual General Meetings.
30. All listed companies shall notify the Exchange in advance the date & time of its board meeting specially called for consideration of its accounts and for declaration of any entitlements for the shareholders.