XIII-20

TO “ROLL OVER” CONVERTIBLE PORTION OF PARTLY CONVERTIBLE DEBENTURES OR NON-CONVERTIBLE DEBENTURES.

1. Please note that the interest rate on roll over may be the same or may be changed. Inform the debenture holders suitably.

2. Give option to debenture holders to withdraw from the debenture scheme and to encash the same.

3. Ensure that roll over is done only on receipt of positive consent of a debenture holder and not on the basis of non receipt of a negative reply. That is, if the debenture holders do not consent to roll over in writing, they are entitled to encashment.

4. Obtain a fresh credit rating within a period of six months from the due date of redemption.

5. Communicate the fresh credit rating to the debenture holders.

6. Get letter of option regarding roll over containing, inter alia, the following particulars vetted by the SEBI;

i) The fresh credit rating,

ii) Resolution of the debenture holders.

7. a) Execute a fresh trust deed.

b) A fresh security need not be, however, created if the existing trust deed or the security documents provide for continuance of the security till redemption of debentures.