XIII-1

TO ISSUE REDEEMABLE PREFERENCE SHARES UNDER SECTION 80

1. (i) Verify whether your company is limited by shares;

(ii) Consult your Articles of Association to ascertain whether they permit issue of redeemable preference shares; if not, complete proceedings to alter them accordingly vide topic 23.

2. Call a Board Meeting and take the decision of issuing redeemable preference shares and fix up the date, time, place and agenda for calling a General Meeting to pass an Ordinary Resolution (Special Resolution, if the Articles so require) for such issue.

3. Please ensure that the issue is such that it is redeemable within 10 years from the date of issue.

4. Issue notices for the General Meeting proposing the resolution with suitable Explanatory Statement.

5. Inform the Stock Exchange with which your company is enlisted of such proposed issue of redeemable preference shares.

6. Hold the General Meeting and pass the resolution.

7. If the resolution passed is a Special Resolution, file the same with the Registrar of Companies in Form No.23 within thirty days of its passing.

8. If the issue of redeemable preference shares is to be made by issue of Prospectus, then prepare a draft Prospectus leaving necessary spaces for filling up the matters not yet finalized.