The Securities Exchange Board of India (“SEBI”) supported this decision as it believed that it would support the development of domestic capital markets and also give it regulatory control over companies issuing GDR/FCCB 3.2 Regulatory frameworks under the Companies (Issuance of In-Depth Reviews) Rules of 2004 (Central Government) G.S.R-131(E).~ In the exercise of powers, which are transferred by clause (a) of section 642, subsection (1) in conjunction with section 605A of the Companies Act 1956, the central government enacts these rules. Without prejudice to the provisions of the Securities and Exchange Board of India Act 1992, an issuing company may issue RIRs only if it meets the following conditions: (a) The paid-up capital prior to issuance and free reserves are at least $100 million and has achieved an average turnover of $500 million in the 3 years preceding the issuance. (b) it has made profits at least five years before the issue and has declared a dividend of at least 10 % per annum for that period. (c) The equity ratio prior to issuance shall not exceed 2:1. (d) it must meet the eligibility criteria established by SEBI from time to time on that behalf. (i) (a) No issuing entity shall raise funds in India through the issuance of comprehensive reviews unless it has previously obtained the approval of SEBI. (b) An application for approval under paragraph (a) shall be submitted to SEBI at least 90 days before the date of commencement of issuance, in a form that may be communicated from time to time with a non-refundable fee of $10,000: provided that an applicant pays an issuance fee of half a per cent of the issue value at the time the permit is granted; subject to a minimum of Rs 10 lakhs if the issue is up to Rs 100 crore in Indian rupees: if the issue value exceeds Rs 100 crore, any additional issue value is subject to a fee of 0.25% of the issue value. New Delhi, faced with such a question. (b) The draft prospectus or offer must be submitted to SEBI through the investment banker at least 21 days prior to submission in accordance with clause (a). Provided that IF SEBI indicates changes to be made to it within 21 days of the date of filing of the draft prospectus or letter of offer, the prospectus will not be filed with SEBI/Registrar of Companies unless such amendments have been incorporated. (iii) The issuing company applying for approval under sub-rule (i) above must obtain a general registration permit from one or more exchanges with domestic commercial terminals in India. (iv) The issuing entity may instruct unionized banks registered with SEBI to subscribe to the issuance of in-depth reviews; – (i) The repatriation of proceeds from the issuance of in-depth reviews is subject to the legislation currently in force on the export of foreign currency.

(ii) the in-depth reviews shall not be repaid in the underlying equity units before the end of one year from the date of issue of the in-depth reviews. (iii) in-depth reviews issued by an issuing company during a financial year do not exceed 15 % of its paid-up capital and free reserves; (iv) Notwithstanding the designation of securities of an issuing company, the in-depth examinations it issues shall relate to Indian rupees. (ii) The prospectus, which must be filed with SEBI and the Registrar in accordance with Rule 5(ii), shall contain the information required in the Notes on the Accounts and shall be signed by all the full-time directors of the issuing company and the Chief Accounting Officer. Ø Conditions for the publication of the prospectus and its application.- (i) No application form is issued for the securities of the issuing company unless the form is accompanied by a memorandum containing the salient characteristics of the prospectus in the form indicated. (ii) An application form may be issued without the memorandum referred to in clause (i) above if it is issued as part of a request for the conclusion of a subscription contract in connection with the in-depth examinations. (iii) The prospectus for the subscription of in-depth reviews of the issuing company, which contains a statement allegedly made by an expert, may only be distributed, issued or distributed in India or abroad if it is stated that the expert gives his written consent to the issue and does not give such consent before the delivery of a copy of the prospectus to SEBI and the Registrar of Companies has been revoked. New Delhi, appears on the prospectus. (iv) The person or persons responsible for the publication of the prospectus shall not be liable for non-compliance with or breach of any provision of this rule if: (a) proves that it was not aware of an undisclosed matter concerning an undisclosed matter; or (b) the offence occurred in areas which, in the opinion of the central government, were not significant.