APPLICATION FOR CHANGE IN SHAREHOLDING PATTERN - Without Change In Control

Application for Change in Shareholding Pattern - Without Change in Control (On Letterhead of Trading Member)

Date: Membership Compliance Department National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Mumbai – 400 051.

Dear Sir / Madam,

We, ______, the trading member of the Exchange hereby seek your approval for changes in the Shareholding Pattern of the trading member / holding company, ______(as applicable) as per the details given below:

Sr. Particulars of change Applicable Proposed / (Yes / No / Post- NA) facto* 1 Issue of equity shares 2 Transfer of equity shares among new/existing shareholders 3 Transmission of shares 4 Issue of bonus shares 5 Right issue 6 Split / Consolidation of equity shares 7 Buy back of equity shares 8 Issue of preference shares 9 Redemption of preference shares 10 Conversion of ESOPS / GDRs / Warrants / Bonds/ Preference shares, etc. to equity shares 11 New relative support added or existing support withdrawn 12 Any other changes, please specify * (Post-facto changes are changes effected without obtaining fee clearance from Exchange / SEBI).

We confirm that:

1. Change in shareholding is not accompanied with change in control. 2. We have paid the entire outstanding principal fees and interest to SEBI in respect of our turnover on the National Stock Exchange of India Ltd. in accordance with the SEBI (Stock Brokers and Sub Brokers) Rules and Regulations, 1992 and in respect of all erstwhile entities, if any. 3. An amount of Rs. 1000/- plus applicable service tax can be debited from our Exchange Dues Account towards processing fees for each change in shareholding pattern. (w.e.f June 1, 2009 a processing fee of Rs. 1000/- plus applicable service tax would be payable by the trading member for each change in shareholding pattern.) 4. Kindly confirm whether member is registered as a stock broker on any other stock exchange. If yes kindly give the name of Stock Exchange and SEBI Regn. No. of that exchange. 5. There is no change in the shareholding pattern with respect to last approved shareholding pattern given by the Exchange vide its approval letter no. ______dated ______.

Details of post-facto changes, if applicable (i.e. in case of any changes after last approval by the Exchange) as depicted in Annexure C-6 & C-7 enclosed:

Sr. Particulars of Change Date of Change Remarks, if any

The following documents are submitted by us in regard to this application:

Sr. Particulars of Document Submit ted (Yes/N o/NA) 1. Details of present Equity Shareholding pattern as on ______{date of application} as per Format C-6 & C-7 (Annexure 1)– to be certified by a practicing Chartered Accountant / Company Secretary (If already submitted & no changes after last submission, certified true copy be submitted) 3. Details of proposed Equity Shareholding pattern as on ______{date of application} as per Format C-6 & C-7 (Annexure 1) (Certification by practicing Chartered Accountant / Company Secretary is not required for proposed changes) 4. Details of present Preference Shareholding pattern as on ______{date of application} as per Format C-6 & C-7 (Annexure 1) – to be certified by a practicing Chartered Accountant / Company Secretary * (If already submitted and no changes after last submission, certified true copy to be submitted) 5. Details of proposed Preference Shareholding pattern as on ______{date of application} as per Format C-6 & C-7 (Annexure 1) (Certification by practicing Chartered Accountant / Company Secretary is not required for proposed changes)* 6. Equity Shareholding pattern of corporate forming part of dominant promoter group as on date of application as per Format C-6 & C-7 (Annexure 1) - to be certified by a practicing Chartered Accountant / Company Secretary (If already submitted and no changes after last submission, certified true copy to be submitted) 7. Undertaking from the each relative / corporate support as per Format C-8 (Annexure 2) - to be certified by a practicing Chartered Accountant / Company Secretary (If already submitted and no changes after last submission, certified true copy of the same to be submitted) 8. In case of transmission of shares, Affidavit as per Annexure 3 enclosed and copies of Probate/Succession certificate. 9. Board Resolution for Change in Shareholding and Authorised Signatory(along with specimen signature) * Applicable only in case of changes in preference share capital Further, as informed, vide Exchange circular reference no- 744 (Download No – NSE/MEM/18010) dated June 8, 2011 and circular reference no- 709 (Download No – NSE/MEM/13964) dated January 22, 2010, SEBI has clarified the circumstances for which prior approval and fee clearance respectively, are required to be sought from the Exchange.

For any further communication in this regard, please contact the undersigned or Mr. / Ms. / Mrs. ______(name of the contact person) on ______(contact numbers) or e-mail ______.

For (Name of Trading Member)

Signature of Designated Director / Managing Director / Compliance Officer / Company Secretary Name of the Signatory

Note:- Kindly upload the documents mentioned above through the Integrated Member Portal(https:// www.connect2nse.com / MemberPortal>ENIT home page>Document Repository). Annexure 1 Format C-6 & C-7 (Details of Shareholding Pattern & Dominant Group of Corporates) Certificate dated______submitted by ______to NSEIL Share Holding Pattern & Details of Dominant Group as on ______PART I – DOMINANT PROMOTER GROUP Sr No Name of Person (s) Relation Residential No. of Face value Total Amt% of Total @ % ofPan CardCIN NO (In dominant supporting $ address shares per share paid up @ Total No. case of shareholder,. #dominant (with Pin held (Rs.) corporates) shareholder code) & Contact No Self Relatives 1 A A1 A2 Sub-total 2 B B1 B2 Sub-total 3 C TOTAL DOMINANT PROMOTER GROUP HOLDING (A)

PART II – NON DOMINANTGROUP Sr Name of the Shareholder # No. of Face value per share Total Amt paid up % of No shares (Rs.) Total held 4 D

6 OTHERS TOTAL NON DOMINANTGROUP HOLDING (B) GRAND TOTAL (A) + (B) 100%

# All initials to be expanded (full name to be indicated) $ Please specify relation of person supporting dominant shareholder (e.g. wife, husband, brother etc.) (If ‘X’ is dominant shareholder and ‘Y’ is extending relative support to ‘X’, then the relation of ‘Y’ to ‘X’ has to be provided in this column. For ex., if ‘X’ is ‘Father’ and ‘Y’ is ‘Son’, then this column should show ‘Son’) @ For arriving at the shareholding of persons constituting the dominant group, the shareholding of close relatives, namely parents, spouse, children, brothers and sisters only may be counted provided these relatives have given an irrevocable, unconditional support in writing in the prescribed format to the Exchange.

NOTES: 1. In case of all bodies corporate in the dominant promoter group of the trading member entity, the details of their shareholding shall also be furnished in the same format as given above 2. In case of HUF, give names of Karta and co-parceners. 3. Persons holding 2% or more of the paid up capital should be shown separately and not clubbed in others.

Date: Place: Signature of Compliance Officer / Director Name of Person Signing

CERTIFICATE

This is to certify that the details of shareholding pattern and dominant group of M/s ______(Name of Trading Member) as given in above Annexure, based on my/ our scrutiny of the books of accounts, records and documents are true and correct to the best of my/our knowledge and as per information provided to my/our satisfaction.

Place: For (Name of Certifying Firm) Date: Name of Partner/Proprietor Chartered Accountant / Company Secretary Membership Number Annexure 2 Format C-8 (if applicable) Certificate dated______submitted by______to NSEIL

UNDERTAKING FROM RELATIVE OF PERSONS CONSTITUTING DOMINANT PROMOTER GROUP

I, Mr./Ms./Mrs. ______, son/daughter/wife of Mr. ______, resident of ______state that I shall irrevocably and unconditionally support in respect of my entire shareholding, Mr/Ms. ______, a shareholder in the above mentioned company. I further state that I have no objection to my entire shareholding being reckoned with the shareholding of Mr. ______, who is my ______(give relation with the latter) for the purpose of determining the dominant promoter group of the said company.

This support is irrevocable and I also undertake to give prior information to the National Stock Exchange of India Limited before selling or otherwise transferring any part or whole of my above mentioned shareholding.

WITNESS BY: SIGNATURE: Signature : Name : Name : Place : Address : Date : Date :

CERTIFICATE

This is to certify that the Shareholding in ______Limited as given above, based on my/ our scrutiny of the books of accounts, records and documents is true and correct to the best of my/our knowledge and as per information provided to my/our satisfaction..

Place: For (Name of Certifying Firm) Date:

Name of Partner/Proprietor Chartered Accountant / Company Secretary Membership Number Annexure 2 Format C-8 (if applicable) Certificate dated______submitted by______to NSEIL

UNDERTAKING FROM CORPORATES SUPPORTING DOMINANT PROMOTER GROUP

We, M/s. ______Ltd., incorporated as a Company under the Companies Act, 1956 and having its registered office at: ______do state as under:

1. As per the existing norms of National Stock Exchange of India Limited (NSEIL), the shareholding of Mr./Ms.______* in our company in direct proportion to our shareholding in the Trading Member Company may be reckoned for the purpose of arriving at the dominant group in M/s. ______(Trading Member Company). 2. We are ______% shareholder of the Trading Member Company and Mr./Ms.______, dominant promoters of the Trading Member Company along with his/her specified relatives i.e., ______are having ______% shareholding in our company. 3. Mr./Ms.______* have requested NSEIL to consider their shareholding in our company in the permissible proportion to arrive at the dominant shareholders in the Trading Member Company and also requested us to give an irrevocable undertaking extending unconditional support to Mr./Ms. ______(Name of the Dominant promoters of the Trading Member Company) to enable NSEIL to consider the aforesaid as dominant group. 4. We hereby extend our unconditional and irrevocable support in favour of Mr./Ms.______(Name of the Dominant promoters of the Trading Member Company) for the purpose of the determining the dominant group in the said Trading Member Company. 5. We also undertake to give prior information to the National Stock Exchange of India Limited before effecting any change in the shareholding of Mr./Ms.______.*

WITNESS BY: SIGNATURE:

Signature : Name : Name : Place: Address : Date: Date :

* Name of the Dominant Promoters/Shareholders of the Trading Member Company along with their specified relatives having shareholding in the corporate giving the undertaking.

C/o…. CERTIFICATE

This is to certify that the shareholding of M/s. ______(trading member) is/are as mentioned below, based on our scrutiny of the books of accounts, records and documents. We further certify that the information given above is true and correct to the best of our knowledge and as per information provided to our satisfaction.

Sl. Name of the Share No. of Shares Paid up Share Capital % Shareholding No. holder (Name of corporate which is supporting)

Place: For (Name of Certifying Firm) Date:

Name of Partner/Proprietor Chartered Accountant / Company Secretary Membership Number

Note: The above certificate and Board resolution should be given along with the undertaking as given by corporates supporting the dominant promoter group.

BOARD RESOLUTION

Certified true copy of the Resolution passed at the meeting of the Board of Directors of ______(Name of the Company) held on ______(Date) at ______(Venue).

Resolved that the company shall extend its unconditional and irrevocable support in favour of Mr./Ms. ______, for the purpose of determining the dominant group in M/s. ______(Trading Member) and accordingly, execute necessary documents including an irrevocable undertaking to give effect to the same and submit it to National Stock Exchange of India Limited. Resolved further that Mr./Ms. ______, Managing Director of the company be and is hereby authorised to execute necessary documents including such undertaking.

Certified to be true

For ______(Name of the Company)

______(Signature) Name of Person Signing Designation Annexure 3 (To be stamped for Rs.600/- which may be executed on non-judicial stamp paper (s) or on paper franked from stampoffice). To be signed by all the beneficiaries of the will. In the beneficiaries are submitting the same separately, relevant changes to be made in the format)

AFFIDAVIT CUM INDEMNITY

We, (1) ______son of Late ______residing at ______(2) Ms.______, wife of Late ______residing at ______and (3) Ms.______, daughter of Late ______residing at ______are the only legal heirs of Late ______hereinafter called the “Heirs” which expression unless repugnant to the context or meaning thereof be deemed to mean and include his heirs, legal representatives, successors and assigns) do hereby solemnly affirm and state as follows:-

That at the time of death of late ______on______at _____ (Place), he held ______equity shares of Rs.10/- each of M/s ______.

That the said shares were lodged with M/s ______with a request for transmission in the name of the following : ______and accordingly transmission was registered in his / her / their name by the company duly approved by the Board of directors after making reasonable enquiry and satisfying themselves which was done at its meeting held on ______(Date).

In consideration of National Stock Exchange of India Limited (NSEIL), having agreed to recognise the transmission of ______equity shares of Rs. 10/- each of M/s ______, of late ______in favour of Mr./Mrs./Ms. ______, we the deponents hereunder for ourselves, our heirs, DO HEREBY covenant with NSEIL, its successors and assigns, that we and each of our heirs, executors will, at all times save, defend, protect, indemnify and keep indemnified NSEIL harmless from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, charges, expenses or obligations which may be brought or commenced against NSEIL or which they may have to bear, pay or suffer directly or indirectly whatsoever for or on account of NSEIL recognizing the transmission of the said shares or any part thereof or otherwise in connection with the same and from and against all damages, expenses, and losses arising to NSEIL in any manner howsoever.

We also hereby confirm that there is no other will of the deceased.

This Affidavit cum Indemnity is made by us, the legal heirs of late ______as required by National Stock Exchange of India Limited.

We declare that this Affidavit cum Indemnity is true and correct in all respects and it conceals nothing. Verified at ______this ……… day of ………….. (month) 2005 (1) Mr. ______(Signature) (2) Ms. ______(Signature) (3) Ms.______(Signature)

Witness: Name of Person (s) with address signature(s) 1. 2.