Stepwise Procedure for Stock Split / Sub division of Equity Shares.

Step 1:Hold Board Meeting for considering and approving Stock Split.

Step 2: Outcome of Board Meeting to intimate to the Stock Exchanges:

Subject to approval from Members in the next General Meeting and other statutory Authorities, the Face Value of Equity Shares of the Company shall be sub-divided from Rs. 10/- per Equity Share to Rs. ____/- per Equity Share (i.e. _____ Equity Shares of Rs. ___/- shall be issued in lieu of One Equity Share of Rs. 10/- each) and consequential amendment of Capital Clause in the Memorandum of Association and Articles of Association of the Company.

Step 3:Pass necessary Resolution in the next General Meeting (as per the draft Resolutions)

Draft Resolution for Sub-division of Equity Shares

1. Sub-divide the Equity Shares of the Company from Rs.10/- each to Rs. ____/- each.

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“Resolved

a) that in accordance with the provisions of Sections 13, 16 and 94 and other applicable provisions, if any, of the Companies Act, 1956, (“Act”) or any amendment or re-enactment thereof and the enabling provisions in that behalf in the Articles of Association of the Company, and subject to such approvals, permissions and sanctions, if any, required from any authority, the existing Equity Shares of the face value of Rs.10/- (Rupees Ten only) each in the Share Capital of the Company be and they are hereby sub-divided such that each Equity Share of the face value of Rs.10/- (Rupees Ten only) is sub-divided into ___ (_____) Equity Shares of the face value of Rs.___/- (Rupees ______only) each and consequently, the sub-divided Authorised Share Capital of the Company (in respect of Equity Shares only) would be Rs. ______/- (Rupees ______only) divided into ______(______only) Equity Shares of the face value of Rs. ____/- (Rupees _____ only) each;

b) that pursuant to the sub-division of the Equity Shares of the Company, the Issued, Subscribed and Paid up Capital of the Company would be from ______(______Only) Equity Shares of the face value of Rs.10/- (Rupees Ten only) each fully paid up be and they stand sub-divided into ______(______only) Equity Shares of the face value of Rs. ____/- (Rupees ______only) each fully paid up;

c) that the Share Certificates in relation to such of the issued Equity Shares of the Company as are held by Members in certificate will be treated and stand as cancelled and thereof fresh certificates will be issued for the sub-divided Equity Shares in accordance with the provisions of the Companies (Issue of Share Certificates) Rules, 1960 and where Members hold Equity Shares/opt to receive the sub-divided Equity Shares in dematerialised form, the sub-divided Equity Shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participants;

d) that this Resolution shall be effective from the date on which the Board fixes the record date for the purpose of splitting the face value of the shares from the current face value of Rs.10/- each to Rs.___ /- each;

e) that for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things and give such directions as may be necessary or expedient, and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”

2. Alteration of Memorandum of Association for Sub-division.

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED:

a) that pursuant to Article ____ of the Articles of Association (“AoA”) of the Company and Section 94(1)(d) of the Companies Act,1956, the Memorandum of Association (“MoA”) of the Company be amended by substituting the following for Clause ___ :

V The Authorised Share Capital of the Company (in respect of Equity Shares only) is Rs. ______/- (Rupees ______only) divided into ______(Sixteen Crores only) Equity Shares of Rs. ___/- (Rupees _____ only) each with the rights, privilege and conditions attaching thereto as are provided by the regulations of the Company for the time being, with power to increase or reduce the capital of the Company, and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company.”

3. Alteration of Articles of Association for Sub-division.

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED:

a) that pursuant to Section 31 of the Companies Act, 1956, the Articles of Association of the Company be amended in the following manner, namely the existing Article ___ shall be deleted and the following be substituted therefor:

__. The Authorised Share Capital of the Company is Rs. ______/- (Rupees ______only) divided into ______(______only) Equity Shares of Rs. ____/- (Rupees ______only) each.”

Step 3:Submit the Copy of the Resolutions passed by Members to the Stock Exchanges and make an Application for In-principle approval for Stock Split/Sub-Division of Equity Shares and Corporate Action Plan.

Step 4:File Form 5 & 23 for Sub-division of Equity Shares and Alteration of MOA & AOA.

Step 5:Preparation and Submission of Application to NSDL and CDSL with the requisite Approval.

Step 6: Obtain In-principle Approval from Stock Exchanges.

Step 7: Hold Board Meeting to Fix Record Date / Book Closure Date for Stock Split/Sub-division of Equity Shares.

Step 8: Intimation of Record Date / Book Closure Date for Stock Split/Sub-division of Equity Shares to Stock Exchanges, NSDL and CDSL. The Record Date/Book Closure Date should be fixed in consultation with the Stock Exchanges.

Step 9:File Application as per Stock Exchanges Format, for Sub-division of Equity Shares.

Step 10:Send intimation of Record Date/Book Closure Date to Stock Exchanges/RTA/ NSDL/CDSL.

Step 11:After intimation of Record Date/Book Closure Date, Stock Exchanges shall publish the same in the Website and the printout of the Notice given in the Website should be given to NSDL and CDSL along with other requisite documents.

Step 12:On receipt of Notice issued by Stock Exchanges, NSDL and CDSL shall issue new ISIN No. in place of existing ISIN No. for sub-divided shares.

Step 13:On Record Date/Book Closure Date, the sub-divided shares shall be credited within ONE day to the Demat Accounts of the Shareholders. (As per the Undertaking submitted).

Step 14: Complete the formality for Stock Split with NSDL and CDSL with New ISIN No.