Addendum-II to Addendum dtd. June 14, 2019 and Order dated June 04, 2019 in the matter of Lakshmi Machine Works Limited

WTM/GM/CFD/ 12B /2019–20 SECURITIES AND EXCHANGE BOARD OF INDIA ADDENDUM II IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN LAKSHMI MACHINE WORKS LIMITED –

1. Securities and Exchange Board of India (“SEBI”) had passed an Order dated June 4, 2019, bearing reference number WTM/GM/ CFD / 12 /2019–20 (hereinafter referred to as “Order”) in the matter of proposed acquisition of shares and voting rights in Lakshmi Machine Works Limited (“Target Company”) by Adi Narayana Family Trust (“Acquirer”).

2. Thereafter, SEBI had issued an Addendum dated June 14, 2019, bearing reference number WTM/GM/ CFD / 12A /2019–20 (hereinafter referred to as “Addendum I”) in the aforementioned matter wherein at paragraph 5, it was directed as under:

“The Acquirer shall at all points in time, ensure that Directors appointed in the Promoter Companies, viz. Lakshmi Technology and Engineering Industries Limited (“LTE”) and Lakshmi Cargo Company Limited (“LCC”), are either the individual Promoters or their immediate relatives or lineal descendants so that the control in the Target Company continues without any change.”

3. Pursuant to Addendum I, SEBI received an e–mail dated July 5, 2019, from the authorised representative of the Acquirer informing that LCC’s turnover as on March 31, 2017, was ₹133.34 Crores. Further, it was informed that as per Rule 4(1)(ii) read with the third proviso to said Rule of the Companies (Appointment and Qualification of Directors) Rules, 2014 (“Appointment of Directors Rules”), LCC is required to have at least two Independent Directors on account of being a public company having a turnover of one hundred Crore rupees or more. Accordingly, the Acquirer has requested that SEBI may further modify the Addendum I since LCC would be required to comply with the aforementioned provisions of the Appointment of Directors Rules on account of having Independent Directors on its Board.

Addendum II in the matter of Lakshmi Machine Works Limited

4. Upon a reconsideration of the position that exists as on date with respect to the above mentioned Promoter Companies and the Target Company, I am inclined to drop the part of the earlier direction extracted in paragraph 2 above. This Addendum may be read with the Order dated June 4, 2019 and Addendum I dated June 14, 2019.

Place: Mumbai G. MAHALINGAM Date: July 8, 2019 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA