Exemption order under regulation 11 of SEBI (SAST) Regulations, 2011 in the matter of Prestige Estates Projects Limited

SEBI/WTM/SR/CFD–DCR/12/03/2017 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI CORAM: S. RAMAN, WHOLE TIME MEMBER ORDER UNDER REGULATION 11(5) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011. IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN PRESTIGE ESTATES PROJECTS LIMITED.

Background –

1.1 Prestige Estates Projects Limited (“Target Company”) is a public limited company incorporated under the Companies Act, 1956 (“Companies Act”) on June 4, 1997. The Target Company is engaged in the business of property development in residential, commercial, retail, leisure and hospitality sectors. The Registered Office of the Target Company is at The Falcon House, No. 1, Main Guard Cross Road, Bengaluru–560001. The shares of the Target Company are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”).

1.2 SEBI received an application dated April 6, 2016 (received on May 6, 2016) (“Application”) from Razack Family Trust (Trustee – Irfan Razack) (“Proposed Acquirer”) seeking exemption from the applicability of Regulation 3(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) in respect of the proposed acquisition and control of the shareholding and voting rights in the Target Company.

1.3 Regulation 3(1) of the Takeover Regulations states – “Substantial acquisition of shares or voting rights. – 3. (1) No acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.”

1.4 In the aforementioned Application, the following was stated – i. “The Promoters of the Target Company are as follows – Table A Name Pre – Acquisition Shares % A. Promoter Group 1. Irfan Razack 6,56,25,000 17.50 2. Rezwan Razack 6,56,25,000 17.50 3. Noaman Razack 6,56,25,000 17.50 4. Badrunissa Irfan 1,64,06,250 4.38 5. Almas Rezwan 1,64,06,250 4.38 6. Sameera Noaman 1,64,06,250 4.38 7. Uzma Irfan 54,75,750 1.46 8. Fiaz Rezwan 54,65,250 1.45 9. Zayd Noaman 54,65,250 1.45 Total Promoter Group 26,25,00,000 70.00 ii. The individual members of the Promoter Group inter alia includes: a. Mr. Irfan Razack, Mr. Rezwan Razack, Mr. Noaman Razack; b. The spouses of the aforesaid, viz. Mrs. Badrunissa Irfan (wife of Mr. Irfan Razack), Mrs. Almas Rezwan (wife of Mr. Rezwan Razack) and Mrs. Sameera Noaman (wife of Mr. Noaman Razack); c. Children of the aforesaid, viz. Ms. Uzma Irfan (daughter of Mr. Irfan Razack), Mr. Fiaz Rezwan (son of Mr. Rezwan Razack) and Mr. Zayd Noaman (son of Mr. Noaman Razack).

iii. Mr. Irfan Razack, Mr. Rezwan Razack, Mr. Noaman Razack and their spouses (‘Settlors’) shall settle private trusts for the benefit of their respective family i.e. Irfan Family Trust, Rezwan Family Trust and Noaman Family Trust (collectively referred to as ‘Family Trusts’). The Family Trusts in turn shall settle a private trust, namely, Razack Family Trust (referred to as ‘Master Trust/Acquirer’). The Family Trusts and Master Trust/Acquirer shall be settled –  Pursuant to and in accordance with a family arrangement arrived at by all the family members;  In order to create a unified structure of the assets of the families;  To foster and promote longevity of common family ownership of assets;  To prevent future disputes and conflicts between the family members;  To create a framework for the management and governance of the family wealth; and  For the purpose of providing for the welfare, well – being and maintenance of all the families and all lineal/bloodline descendants.

iv. The details of the Trustees and Beneficiaries of the Master Trust/Acquirer are as under – RAZACK FAMILY TRUST Author of the Trust Trustees Trustees currently forming part of the Promoter Group Name of the Beneficiaries Irfan Razack Irfan Razack Yes, Trustees are part of the Promoter Group Irfan Family Trust Rezwan Razack Rezwan Razack Rezwan Family Trust Noaman Razack Noaman Razack Noaman Family Trust v. The details of the Trustees and Beneficiaries of the Family Trusts are as under – IRFAN FAMILY TRUST Author of the Trustees Name of the Beneficiaries Beneficiaries currently forming part of the Trust Promoter Group Irfan Razack Mr. Irfan Razack & Mr. Irfan Razack, his spouse, his lineal Beneficiaries are members of the Promoter Badrunissa Irfan Ms. Uzma Irfan descendants and spouse of Ms. Uzma Irfan Group and their immediate relatives

REZWAN FAMILY TRUST Author of the Trustees Name of the Beneficiaries Beneficiaries currently forming part of the Trust Promoter Group Rezwan Razack Mr. Rezwan Razack & Mr. Rezwan Razack, his spouse and Beneficiaries are members of the Promoter Almas Rezwan Mr. Fiaz Rezwan his lineal descendants Group and their immediate relatives

NOAMAN FAMILY TRUST Author of the Trust Trustees Name of the Beneficiaries Beneficiaries currently forming part of the Promoter Group Noaman Razack Mr. Noaman Razack Mr. Noaman Razack, his spouse and Beneficiaries are members of the Promoter Sameera Noaman & Mr. Zayd Noaman his lineal descendants Group and their immediate relatives vi. The Board of Directors of the Target Company as on the date of the Application – Table B Sr. No. Name Designation 1. Mr. Irfan Razack Chairman & Managing Director 2. Mr. Rezwan Razack Whole-time Director 3. Mr. Noaman Razack Whole-time Director 4. Ms. Uzma Irfan Director 5. Mr. Jagdeesh Reddy Independent Director 6. Mr. Biji George Koshy Independent Director 7. Mr. Noor Ahmed Jaffer Independent Director 8. Dr. Pangal Ranganath Nayak Independent Director vii. The opening and closing prices as on April 5, 2016, on the BSE/NSE is as under – Table C Opening Price Closing Price BSE 171.20 177.90 NSE 172.95 175.70

Proposed Acquisition – viii. The Application is being made in respect of 26,25,00,000 equity shares of the Target Company, held by the Promoter Group, as on the date of this Application, constituting 70% of the total paid up capital, which are proposed to be acquired. The Promoter Group proposes to transfer the said shares to the Master Trust/Acquirer. Pursuant to the proposed acquisition, there will be no change in total paid up capital of the Target Company.

Details of Acquirer – ix. The Master Trust/Acquirer is Razack Family Trust. x. The Razack Family Trust is a private family trust set up for the benefit of the Family Trusts i.e. Irfan Family Trust, Rezwan Family Trust and Noaman Family Trust, which in turn is set up for the benefit of the Ultimate Beneficiaries. Further, the Settlor, Trustees and the Ultimate Beneficiaries of the Master Trust/Acquirer are the existing Promoters of the Company or their immediate relatives. xi. The Razack Family Trust has been settled on 22nd February, 2016. xii. The shares would be contributed at ‘Nil’ consideration by the Promoter Group to the Razack Family Trust. xiii. The Acquirer does not hold any shares in the Target Company.

xiv. The pre–acquisition and post–acquisition shareholding in the Target Company is as follows – Table D Name Pre – Acquisition Post – Acquisition Shares % Shares % A. Promoter Group 1. Irfan Razack 6,56,25,000 17.50 0 0 2. Rezwan Razack 6,56,25,000 17.50 0 0 3. Noaman Razack 6,56,25,000 17.50 0 0 4. Badrunissa Irfan 1,64,06,250 4.38 0 0 5. Almas Rezwan 1,64,06,250 4.38 0 0 6. Sameera Noaman 1,64,06,250 4.38 0 0 7. Uzma Irfan 54,75,750 1.46 0 0 8. Fiza Rezwan 54,65,250 1.45 0 0 9. Zayd Noaman 54,65,250 1.45 0 0 10. Razack Family Trust 0 0 26,25,00,000 70.00 Total Promoter Group 26,25,00,000 70.00 26,25,00,000 70.00 B. Public 11,25,00,000 30.00 11,25,00,000 30.00 C. Total (A + B) 37,50,00,000 100.00 37,50,00,000 100.00

Details of exemption sought and grounds for seeking exemption – xv. … An exemption is sought on behalf of the Acquirer from the open offer requirements stipulated under Regulation 3(1) of the Takeover Regulations on the following grounds: a. The Master Trust/Acquirer is a private family trust set up for the benefit of the Family Trust, which in turn is set up for the benefit of the Ultimate Beneficiaries. b. The Settlors and the Trustees to the Master Trust/Acquirer are all a part of the Promoter Group of the Company. c. The same persons who were in control and management of the Company and who are the Promoters of the Company shall continue to retain effective control and management in the Company in their capacity of Trustees and Ultimate Beneficiaries of the Family Trusts. Therefore, there shall be no change in the management and control of the Company pursuant to proposed transfer of shares of the Company to Trust. d. All of the individuals who are transferring shares are the “immediate relatives” of the Trustees/ Settlors. The Settlors and Trustees are all a part of the “Promoters Group” of the Company. e. Post the proposed transfer, the shareholding of the promoters group would remain unchanged at 70%. The proposed transaction will not be in any way prejudicial to the interest of the public shareholders of the Company.”

1.5 Vide letter dated July 4, 2016 and e–mail dated July 6, 2016 (in reply to SEBI’s e–mail dated May 26, 2016), the Acquirer submitted as under – “With reference to the e–mail dated May 26, 2016, we would like to include additional schedules, as follows – 1. Schedule 11 – Status of compliance with Chapter V/Chapter II of the Takeover Regulations/Takeover Regulations, 1997, respectively. 2. Additional Schedule – Copies of Trust Deeds a. Razack Family Trust; b. Irfan Family Trust; c. Rezwan Family Trust; d. Noaman Family Trust.”

1.6 Vide an e–mail dated July 25, 2016, SEBI requested the Acquirer to submit an Undertaking as under –

1. “The Trust Deed would be suitably amended to contain the following covenants – a. Any change in the trustees/beneficiaries/partners and any change in ownership or control of share or voting rights held by the LLP/Trust shall be disclosed to the concerned stock exchanges.

b. The provision of the SEBI Act and the regulations framed thereunder will apply on the basis that the ownership or control of shares or voting rights vests not only directly with the LLP/trustees but also indirectly with the partners/beneficiaries.

2. The Trust Deed/LLP Agreement shall be amended to ensure that it does not contain any limitation of liability as on the trustees/beneficiaries/partners in relation to the provisions of the SEBI Act and all regulations framed thereunder. 3. The liabilities and obligations of the individual transferors under the SEBI Act and the regulations framed thereunder will not change or get diluted due to the above transfers to the LLPs/Trusts.”

1.7 Vide an e–mail dated July 28, 2016, SEBI sought clarification from the Acquirer on the following issue – “Reasons for including ‘Family Trusts’ as beneficiaries instead of the family member directly as the beneficiary of the Master Trust/Acquirer.”

1.8 The Acquirer replied vide an e–mail dated August 3, 2016, submitting as under – “As mentioned in our Application, the Target Company is a group … promoted by the Razack Family. The Group is managed by Mr. Irfan Razack and Mr. Noaman Razack (“Second Generation”), who constitute part of the Promoter Group as per the provisions of the Takeover Regulations. In addition, the Promoter Group also compromises of the spouses and children of the aforesaid Second Generation members, collectively holding 70% of the share capital of the Target Company. With a view to create a framework for governance of the family wealth and to enable succession, the Second Generation members and their spouses have set up and declared private (Family) Trusts for the benefit of their respective family. This rationale/objective for including Family Trusts as beneficiaries (having ultimate family members as beneficiaries) of the Razack Family Trust is to facilitate and ensure the following:  Provide a framework for succession and continuity of wealth to the respective Family branches (Irfan Razack family and Noaman Razack family). It also provides flexibility to each Family to share the economic benefits as per their respective family terms;  Equal distribution from the Razack Family Trust to each of the Family Trusts, thereby ensuring fair, equitable and proportionate distribution to all Families. The beneficial interest of each family as envisaged in the proposed structure is similar and identical to each family’s current interest in the Target Company. The structure ensures consolidation of interest, thereby avoiding fragmentation;  Conflicts between family members of a Family Trust can be resolved internally without affecting the Razack Family Trust (Master Trust/Acquirer).  Provides ease in monitoring distributions to Families.”

1.9 Vide letter dated August 8, 2016 and an e–mail dated August 11, 2016, the Acquirer submitted the Undertakings to SEBI, in respect of the Acquirer and the Family Trusts, undertaking to incorporate the conditions stipulated in the SEBI’s e–mail dated July 25, 2016 (refer to paragraph 1.6).

1.10 Vide an e–mail dated September 20, 2016, SEBI advised the Acquirer as under – “With respect to the Application, from the copies of the Trust Deeds, it has been observed that: a. Provisions in the Trust deeds allowing flexibility towards appointment of professional trustees in the future. b. Inclusion of Family Trusts as beneficiaries in the Master Trusts as against family members directly being appointed as beneficiaries.

In this regard, you are advised to furnish the following declaration from the respective Trust – a. Undertaking that specific approval shall be sought from SEBI prior to appointment of a Professional Trustee – ‘As and when circumstances arise where external/professional trustees have a role in the decision making, the trustees must at that point of time, approach SEBI/Takeover Panel under the Regulations prevailing at that point of time for exemption, if any.’ b. Undertaking that no further Trusts/entities can be appointed as beneficiaries either in the Master Trust Deeds or in the Family Trust Deeds. The additional beneficiaries to be added would only be restricted to lineal descendants.”

1.11 Vide letter dated September 23, 2016 and an e–mail dated October 5, 2016, the Acquirer submitted the Declarations to SEBI, in respect of the Acquirer and the Family Trusts, undertaking to comply with the conditions stipulated in SEBI’s e–mail dated September 20, 2016.

Observations of the Takeover Panel on the Application made by the Proposed Acquirer –

A. Takeover Panel’s Recommendations –

2.1 The Application dated April 6, 2016, was forwarded to the Takeover Panel in terms of the proviso to Regulation 11(5) of the Takeover Regulations. The matter was deliberated by the Takeover Panel in its meeting held on October 20, 2016 (minutes of the said meeting were approved on November 28, 2016). The Takeover Panel made the following observations – “In the case of Prestige Estates Projects Limited, the Panel took note that the existing promoters are proposing to transfer their entire shareholding to Razack Family Trust, wherein the trustees are Promoters and their family members. The Panel also took note of the clause in the Trust deed that provide that the beneficiaries are the three Trusts created for the benefit of the promoters and their lineal descendants referred as ‘Family Trust’ and the clause relating to the appointment of external/ professional Trustee(s). In view of the rationale recorded in the matter of NIIT Limited and NIIT Technologies Limited, the Panel recommended the grant of exemption subject to the undertakings taken by SEBI in the past and removal of the clause relating to appointment/ removal of professional Trustee(s).

Rationale recoded in the matter of NIIT Limited – The Panel deliberated the issue of child trust as beneficiaries of the acquiring Trusts and took note of the undertaking of the applicant that no further Trusts/entities would be appointed as beneficiaries either in the acquirer trusts or in the child trusts. It was further noted by the Panel that since the beneficiaries of the child trusts include current promoters, their children and their lineal descendants, the effective control over the Target Company remains with the current promoters. Hence, the Panel was of the view that the same may be allowed. Further, with respect to the clause relating to the appointment of professional trustees, the Panel expressed reservations as it was felt that it may lead to change in control over the target company at any later stage and it may become difficult to monitor.

With a view to enforce compliance with the conditions specified in the exemption orders passed by SEBI in trust case, the Panel recommended the following: (i) The Trust shall confirm, on an annual basis, that it is in compliance with the exemption order passed by SEBI. The said confirmation shall be furnished to the company which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (ii) The Trust shall get the compliance status certified from an Independent Auditor annually and furnish the same to SEBI.”

2.2 Vide an e–mail dated December 19, 2016, SEBI sought clarification from the Acquirer on the following – “Based on the recommendation received from SEBI Takeover Panel, you are requested to confirm whether the (Acquirer) are willing to remove the clause related to professional trustees from the Master Trust/Acquirer and Family Trusts (Deeds).”

2.3 The Acquirer replied vide letter dated December 20, 2016, forwarding copies of the Undertakings in respect of the Master and Family Trusts Deeds, inter alia stating – “We have provided an undertaking from the Master Trust/Acquirer and from the respective Family Trusts confirming to delete the clause pertaining to Professional Trust.”

B. Takeover Panel’s Recommendations –

2.4 The recommendation relating to the submission of compliance status certified from an Independent Auditor was again deliberated by the Takeover Panel in its meeting held on January 7, 2017 (minutes of the said meeting were approved on February 17, 2017). The Takeover Panel made the following observations – “The issue of whether the Independent Auditor certified status of compliance with the exemption order should be filed with SEBI or stock exchange was also deliberated by the Panel. The compliance certificate should be filed with the stock exchanges with a copy endorsed to SEBI for its records.”

Consideration of the Application and Findings –

3.1 I have considered the Application alongwith further correspondences/submissions/clarifications submitted by the Proposed Acquirer; the recommendations of the Takeover Panel and other material available on record.

3.2.1 From the preceding paragraphs, it is noted that –

A. The Application submitted is in respect of the proposed acquisition and control of the shareholding and voting rights in the Target Company i.e. Prestige Estates Projects Limited.

B. The aforesaid acquisition is proposed to be made by the Razack Family Trust i.e. the Proposed Acquirer, in the following manner – i. Mr. Irfan Razack, Mr. Rezwan Razack, Mr. Noaman Razack and their spouses shall settle private Family Trusts for the benefit of their respective family i.e. Irfan Family Trust, Rezwan Family Trust and Noaman Family Trust. All of the aforesaid entities are either the existing Promoters of the Target Company or their immediate relatives.

ii. The Family Trusts in turn shall settle a private trust, viz. Razack Family Trust, which is also the Acquirer.

iii. The Promoter Group proposes to transfer 26,25,00,000 (70%) equity shares of the Target Company, held by them, to the Acquirer.

C. The proposed acquisition transaction is pursuant to a private family arrangement intended to create a unified structure of the assets of the families for the purpose of providing for the welfare and maintenance of all the families and all lineal/bloodline descendants. The proposed acquisition will not affect the interest of the public shareholders.

D. There will be no change in control of the Target Company pursuant to the proposed acquisition.

E. There is no new acquisition of shares by the Promoters Group and the pre-acquisition and post-acquisition shareholding of the Promoter Group in the Target Company will remain the same at 70%.

F. There will also be no change in the public shareholding of the Target Company.

G. The Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts Regulation Rules, 1957 (“SCRR”) and the Listing Agreement.

H. Vide letter dated August 8, 2016, the Acquirer submitted the Undertakings to SEBI, in respect of the Acquirer and the Family Trusts, undertaking to incorporate the conditions stipulated in the SEBI’s e–mail dated July 25, 2016.

I. Vide letter dated September 23, 2016, the Acquirer submitted the Declarations to SEBI, in respect of the Acquirer and the Family Trusts, undertaking to comply with the conditions stipulated in SEBI’s e–mail dated September 20, 2016.

J. From the Takeover Panel’s Recommendations, the following is reiterated – “In the case of Prestige Estates Projects Limited, the Panel took note that the existing promoters are proposing to transfer their entire shareholding to Razack Family Trust, wherein the trustees are promoters and their family members. The Panel also took note of the clause in the Trust deed that provide that the beneficiaries are the three Trusts created for the benefit of the promoters and their lineal descendants referred as ‘Family Trust’ and the clause relating to the appointment of external/ professional Trustee(s). In view of the rationale recorded in the matter of NIIT Limited and NIIT Technologies Limited, the Panel recommended the grant of exemption subject to the undertakings taken by SEBI in the past and removal of the clause relating to appointment/ removal of professional Trustee(s).

Rationale recoded in the matter of NIIT Limited – The Panel deliberated the issue of child trust as beneficiaries of the acquiring Trusts and took note of the undertaking of the applicant that no further Trusts/entities would be appointed as beneficiaries either in the acquirer trusts or in the child trusts. It was further noted by the Panel that since the beneficiaries of the child trusts include current promoters, their children and their lineal descendants, the effective control over the Target Company remains with the current promoters. Hence, the Panel was of the view that the same may be allowed. Further, with respect to the clause relating to the appointment of professional trustees, the Panel expressed reservations as it was felt that it may lead to change in control over the target company at any later stage and it may become difficult to monitor.”

K. Vide letter dated December 20, 2016, the Proposed Acquirer forwarded copies of the Undertakings for the Acquirer and Family Trusts Deeds wherein it was stated that “the Trust Deeds shall be amended to delete clauses relating to the power to appoint an external institution or professional as Trustee(s) of the Trust.”

3.2.2 Considering the aforementioned, I am of the view that exemption as sought for in the Application (read with further correspondences/submissions/clarifications) be granted to the Proposed Acquirer, subject to certain conditions as ordered herein below.

Order –

4.1 I, in exercise of the powers conferred upon me under Section 19 of the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) read with Regulation 11(5) of the Takeover Regulations, hereby grant exemption to the Proposed Acquirer, viz. Razack Family Trust (represented by its Trustee – Irfan Razack), from complying with the requirements of Regulation 3(1) of the Takeover Regulations with respect to its proposed acquisition/exercise of voting rights in respect of the Target Company, viz. Prestige Estates Projects Limited, by way of proposed transactions as mentioned in the Application.

4.2 The exemption so granted is subject to the following conditions:

i. The proposed acquisition shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws. ii. The Undertaking given by the Trustees of the Razack Family Trust and the Family Trusts – Irfan Family Trust, Rezwan Family Trust and Noaman Family Trust, vide letters dated August 8, 2016; September 23, 2016 and December 20, 2016, shall be incorporated in the Deed of Trust within a period of 30 days from the date of this Order and the Proposed Acquirer shall furnish an authenticated copy of the same to SEBI. iii. The proposed acquisition shall be completed within a period of 30 days after revision of the Trust Deed. On completion of the proposed acquisition, the Acquirer shall file a report with SEBI in the manner provided in the Takeovers Regulations, within a period of 21 days from the date of such acquisition. iv. The statements/ averments made or facts and figures mentioned in the Application and in the subsequent correspondences/submissions/clarifications by the proposed acquirer are true and correct. v. The provisions of the SEBI Act and the Regulations framed thereunder will apply on the basis that the ownership or control of shares or voting rights vests not only directly with the Trustees but also indirectly with the beneficiaries of the Acquirer. vi. There shall be no limitation of liability of the Trustees/beneficiaries in relation to the provisions of the SEBI Act and all Regulations framed thereunder. vii. The Proposed Acquirer shall honour their undertakings/declarations and shall also ensure compliance with the statements, disclosures and undertakings made in the Application and in their subsequent correspondences. viii. The Proposed Acquirer/Trust shall also ensure that the covenants in the Trust Deed are not contrary to the above conditions and undertaking provided by the transferors. In such case, the Trust Deed shall be suitably modified and expeditiously reported to SEBI.

ix. The Proposed Acquirer/Trusts shall confirm, on an annual basis, that they are in compliance with the exemption order passed by SEBI. The said confirmation shall be furnished to the Target Company, which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. x. The Proposed Acquirer/Trusts shall get the compliance status certified from an Independent Auditor annually and furnish the same to the stock exchanges with a copy endorsed to SEBI for its records.

4.3 The exemption granted above is limited to the requirements of making open offer under the Takeover Regulations and shall not be construed as exemption from the disclosure requirements under Chapter V of the Takeover Regulations; compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015; Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and Regulations.

4.4 The Application dated April 6, 2016 (read with further correspondences/submissions/ clarifications) filed by Razack Family Trust (represented by its Trustee – Irfan Razack), is accordingly disposed of.

Place: Mumbai S. RAMAN Date: March 9, 2017 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA