COMPLIANCE WITH LISTING AGREEMENT

- V. Sithapathy

BRIEF OVERVIEW OF LISTING AGREEMENT

Entered into between the stock exchange and company which is desirous of getting listed on the stock exchange. Determines conditions of listing to stay listed.

Board Meeting Intimation

Prior intimation to the stock exchange about the board meeting in which the following proposals are to be considered: buyback dividend rights issue issue of convertible debentures

Intimation at least 2 days before the board meeting If declaration of bonus forms a part of the agenda to the BoD, notice to be given simultaneously to the exchange

Decision at the Board Meeting

Intimation to the stock exchange within 15 minutes of the meeting: All dividends and cash bonuses recommended Decision on buyback Total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits for the year etc Any increase or alteration of capital by way of bonus shares, rights shares etc.

Prior approval of the exchange required for: Issue of further securities Merger / amalgamation / scheme of arrangement Reduction of capital Notification to the exchange of any change in nature of its business

ANNUAL REPORT

Publication of consolidated financial statement Disclosure of related party transactions Disclosure of loan, advances to subsidiaries and associates Disclosure of investments in its own shares by the recipient of loan

Shareholding pattern to be filed with the exchange every quarter Disclosure of total promoter shareholding including that of foreign promoters and public shareholding

Immediate disclosure to the exchange about price sensitive events such as:

Strikes, lockouts, closure Material change in nature of business including disposal of any unit or division Disruption due to natural calamity Material litigation Revision in ratings Acquisition, merger, demerger Issue, forfeiture of securities

Maintenance of minimum public shareholding

Preparation of financial results as per clause 41 Submission of quarterly and annual financial results If the company has a subsidiary submission of consolidated financial results Submission to be made within 15 minutes of the board meeting approval of the results Prior notice of at least 7 calendar days to be given to the stock exchange for such meeting

Financial results to be signed by chairman or managing director or whole time director Publication of financial results in newspaper Disclosure of profits or losses from any new line of business Quarterly results to be prepared as per AS 25 Disclosure of material events Disclosure of information on dividend Compliance with SEBI (DIP) Guidelines from time to time

Corporate Governance

Number of independent directors Number of board meetings Committee membership of directors not to exceed 10 Compliance with audit committee requirements 2/3 of audit committee to be independent Disclosure of related party transactions, directors remuneration

CEO/CFO Certification

Corporate governance report

Whistle blower policy Remuneration committee EDIFAR Filing