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THE IDR FACILITY, PRINCIPAL PARTICIPANTS AND KEY

DOCUMENTATION

(Frequently Asked Questions – FAQs on IDR)

What are IDRs? 


IDRs are depository receipts denominated in Indian Rupees issued by the Depository.
Every [*] IDRs will represent an ownership interest in one Share.* Shares underlying
the IDRs will be deposited with the Custodian who will hold the Shares on behalf of the
Depository in accordance with the terms of the Custody Agreement (for the purposes of
this section, referred to as the ‘‘Deposited Shares’’). Each IDR will also represent any
securities, cash or other property attributable to the Deposited Shares that has been
deposited with the Custodian or the Depository but has not been directly distributed to
the IDR Holders (for the purposes of this section, together with the Deposited Shares,
referred to as the ‘‘Deposited Property’’). 
Pursuant to the Issue, [*] IDRs representing [*] Deposited Shares will initially be issued
by the Depository. Every [*] IDRs represent one Share.* 

Who are the principal participants in the IDR Facility and what are their
roles? 
The principal participants in the IDR Facility are the Company, the Custodian, the
Depository and the Registrar.  Under the IDR Facility, the Company deposits the
Deposited Shares with the Custodian who holds the Deposited Shares on behalf of the
Depository. The Company owes certain obligations to the Depository (and, under a Deed
Poll executed by the Company to the IDR Holders) in respect of the Deposited Property
under the Deposit Agreement. These obligations are described further throughout 
this summary.  Kindly note, a deed poll is a deed made and executed by a single
party. 

The Depository is appointed by the Company pursuant to the Deposit Agreement. The
Depository will issue the IDRs representing the Deposited Shares to IDR Holders and
will hold the Deposited Property (and all rights, benefits and obligations attaching
thereto) as bare trustee under English law 
for the IDR Holders. The Depository owes certain obligations to IDR Holders in respect
of the Deposited Property under the terms and conditions of the IDRs. These obligations
are described further throughout this summary.

The Custodian is appointed by the Depository pursuant to the Custody Agreement. The
Custodian will hold the Deposited Property on behalf of the Depository and will, upon
receipt of instructions from the Depository, take certain actions with respect to the
Deposited Property to enable IDR Holders to obtain the benefit of such Deposited
Property. The Registrar is appointed by the Company and the Depository under the
Registrar Agreement and the Transfer Agent Agreement to provide certain services to
the Depository in relation to the IDR Facility.  In the event that the appointment of any
of the Depository, the Custodian or the Registrar is terminated or any of those entities
resigns from office, no such resignation or termination of appointment will be effective
until a successor entity has been appointed to act in the relevant capacity. IDR Holders
will be notified of any such changes.

Can IDR Holders deposit further Shares in the IDR Facility? 


IDR Holders cannot deposit further Shares in the IDR Facility. The
Company maydeposit further Shares in the IDR Facility in limited circumstances. For
example, additional Shares may be deposited in the IDR Facility in the event that

(i) such Shares are issued as a dividend or free distribution on Deposited Shares;

(ii) such Shares are acquired by IDR Holders from the Company during a rights issue; or

(iii) such Shares are issued by the Company to the IDR Holders in respect of the
Deposited Shares as a result of any change in the par value, sub-division, consolidation
or other reclassification of Deposited Shares or upon any reorganisation, merger or
consolidation of the Company. However, such deposits of further shares would be
subject to certain limitations as further described herein.

Other shareholders of the Company cannot deposit shares in the IDR Facility. 
Can IDR Holders withdraw the Deposited Shares represented by the IDRs
from the IDR Facility? 
IDR Holders may only withdraw the Deposited Shares with the prior approval of the
RBI. In addition, under Indian law, there is an absolute prohibition on the withdrawal
of Deposited Shares for a period of one year following the date of the issue of the IDRs.
Each IDR Holder will have to individually approach the RBI for such approval at their
own expense. At present, there is no specified format for making such an application. An
IDR Holder will have to make a general application pursuant to the provisions of FEMA.
There can be no assurance that such approval will be granted by the RBI in a timely
manner or at all. Moreover, IDR Holders will not be able to withdraw fractions of
Shares.  In addition, IDR Holders who are able to cancel their IDRs and become
shareholders of the Company may still be subject to certainlimitations not applicable
to other shareholders.

If an IDR Holder withdraws Deposited Shares having obtained the required approvals,
the IDR Holder will be required to provide a Withdrawal Order in the form annexed to
the Deposit Agreement (a copy of which can be obtained from the Registrar) to the
Depository, pay a fee of US$0.05 or less (exchanged into INR at prevailing exchange
rates) per Deposited Share evidenced by those IDRs to the Depository and have such
Shares registered in the IDR Holder’s name or that of a designated nominee. A
Withdrawal Order cannot be given in respect of a fraction of a Deposited Share.
Deposited Shares, once withdrawn, may be traded on the London Stock Exchange (or,
upon completion of certain procedures by an IDR Holder, on the Hong Kong Stock
Exchange). Following withdrawal of the Deposited Shares, IDR Holders would also have
to pay certain customary fees and charges in connection with the trading of such
withdrawn Shares on these stock exchanges, which would include brokerage
commissions and applicable stamp duties. Other persons resident in India including
resident individuals are allowed to hold the Deposited Shares only for the purpose of
sale within a period of 30 days from the date of conversion of IDRs.

OWNERSHIP AND TRANSFER OF IDRS 


Who can hold IDRs? 
Pursuant to the current SEBI Regulations and the RBI Circular, IDRs may be held,
purchased or transferred by Retail Individual Bidders, non-institutional bidders and
qualified institutional bidders including persons resident in India, NRIs and FIIs,
including SEBI approved sub-accounts of FIIs registered with SEBI, or to, or for the
account or benefit of, such persons, in each case subject to applicable laws. Insurance
companies are not permitted to invest in or hold IDRs. Commercial banks may invest or
hold IDRs subject to compliance with applicable prudential limits specified by the RBI
from time to time. 
How will IDR Holders acquire and hold the IDRs? 
The IDRs will initially be represented by Dematerialised IDRs evidenced by the Register
maintained or procured to be maintained by the Depository showing the latest available
registered holding position received from NSDL and CDSL. NSDL and CDSL will credit
the dematerialised account of an IDR Holder with the relevant number of IDRs held by
that IDR Holder. 
Can IDR Holders ever hold IDRs in physical form? 
IDR Holders may, at their option, elect to hold the IDRs in physical form represented by
an IDR Certificate, rather than in electronic form represented by Dematerialised IDRs.
IDR Holders will be required to pay a sum per IDR Certificate which is determined by
the Depository to be a reasonable charge to reflect the work, costs and expenses
involved, if such an election is made. In addition, IDR Holders will be entitled to receive
IDR Certificates at the expense of the Company upon the occurrence of certain events
relating to NSDL and CDSL ceasing to operate or in the event that the 
Depository determines that by holding IDR Certificates certain deductions or
withholdings from payments to IDR Holders would be avoided. 
Can IDRs be transferred? 
IDRs will be listed on the Stock Exchanges and may be bought and sold through the
facilities of the Stock Exchanges in accordance with the procedures, rules and
regulations and other applicable laws relating to the transfer of listed securities in India.

FEES AND OTHER PAYMENTS BY IDR HOLDERS 


Are there any fees and charges payable by IDR Holders to the Depository
with respect to the IDRs? 
IDR Holders are required to pay a fixed fee of US$0.05 or less (exchanged into INR at
prevailing exchange rates) per Share evidenced by [*] IDRs upon a withdrawal of the
Shares from the IDR Facility and on the issue of any future IDRs (other than the Issue). 
For services performed by the Depository, any of the Depository’s agents, including the
Custodian, or the agents of the Depository’s agents in connection with the IDRs, in
relation to the servicing of Deposited Shares or other Deposited Property, IDR Holders
will be charged a fee of US$0.016 or less per Share evidenced by [*] IDRs (and a
proportionate amount where an IDR Holder holds less than [*] IDRs representing less
than a Share), and that amount will be deducted by the Depository from each cash
dividend or other cash distribution received by the Depository on or in respect of the
underlying Shares or other Deposited Property.  The service fee per Share evidenced by
the IDRs will be calculated on a sliding scale depending on the amount of the dividend
per Share as illustrated by the following table:

In respect of any issue of rights or distribution of Shares (whether or not evidenced by


IDRs) or other securities or other property (other than cash) upon exercise of any rights,
any free distribution, stock dividend or other distribution, IDR Holders will be required
to pay a sum per IDR which is determined by the Depository to be a reasonable charge
to reflect the costs and expenses incurred by or on behalf of the Company or the
Depository or any of the Depository’s agents, including the Custodian, or the agents of
the Depository’s agents, in connection with such issue of rights or distribution of Shares
or other securities or other property. 
Are there any other fees and charges that are likely to be payable by IDR
Holders? 
Certain additional fees may become payable if particular services are requested by IDR
Holders. For example, if an IDR Holder requests the issue of an IDR Certificate in
definitive registered form including in replacement for a mutilated, defaced, lost, stolen
or destroyed IDR Certificate), subject 
to indemnification where appropriate, there would be a charge per IDR Certificate that
is determined by the Depository to be a reasonable charge to reflect the work, costs
(including printing costs) and expenses involved. In addition, there would be an
administrative charge for the provision of copies of certain documents, such as the
Deposit Agreement, upon request by an IDR Holder. The Depository is also entitled to
charge IDR Holders for all expenses (including currency conversion expenses), transfer
and registration fees, taxes, duties and charges payable by the Depository, the Registrar
or the Custodian, or any of their agents, in connection with its services.  IDR Holders
will also have to pay the Depository certain fees together with any costs, charges, taxes
and expenses incurred by the Depository if and when it assists IDR Holders in
participating in a tender offer, open market buy-back or takeover offer in respect of the
Shares including in a tender of Shares to the Company following a de-listing of the
Shares from the London Stock Exchange. 
Who pays taxes arising in relation to the IDRs? 
The Company will pay all taxes and stamp duties in the United Kingdom and India
associated with the initial issuance of the Deposited Shares to the Custodian in
accordance with the terms of the IDR Facility. IDR Holders will be responsible for all
other taxes or other governmental charges payable on the IDRs or on the Deposited
Shares.  The Depository is not liable for any taxes, duties in the United Kingdom and
India, charges, costs or expenses which may become payable in respect of the Deposited
Shares or other Deposited Property or the IDRs. Such part thereof as is proportionate or
referable to an IDR shall be payable by the IDR Holder to the Depository at any time on
request or may be deducted from any amount due or becoming due on such IDR in
respect of any dividend or other distribution. A failure to comply with such request may
result in the sale of the Deposited Shares represented by the IDRs of the defaulting IDR
Holder.  Payments to IDR Holders of dividends or other distributions in respect of the
Deposited Shares shall be subject to deduction of applicable withholding taxes.

RIGHTS AND ENTITLEMENTS OF IDR HOLDERS 


Are IDR Holders entitled to the same rights and entitlements as holders of
Shares? 
The Company has agreed that for all corporate actions (including voting, rights issues,
the payment of dividends and other distributions), it will treat IDR Holders on an
equitable basis vis-a` -vis other holders of Shares in the home country of the Company.
Additionally, where the Shares are also listed 
on other exchanges in addition to its home country, the Company will ensure that IDR
Holders are also treated on an equitable basis vis-a` -vis the holders of such Shares in
other jurisdictions where the Shares are listed. In circumstances where certain
corporate actions, which are available to the holders 45 of Shares in the home country of
the Company and other jurisdictions where the Shares are listed, are not permitted by
Indian laws to be offered to IDR Holders, the Company has agreed to provide equitable
treatment to the IDR Holders for such corporate actions as allowed by applicable law
and to the extent possible.

The practical effect of the Company’s obligation in this regard is that, subject to certain
exceptions, whenever the Company and/or the Depository is unable to make
distributions available to the IDR Holders, the Depository will try and sell the Deposited
Property that is the subject of the distribution on behalf of the IDR Holders and
distribute the net proceeds thereof as a cash distribution to the IDR Holders. However,
there is no assurance as to the value, if any, that the Depository would receive upon the
sale of such Deposited Property.  Subject to this general principle, the rights of IDR
Holders will be affected by certain operational practices of and the requirement to pay
certain fees to the Depository, as a result of participating in the IDR Facility, which
would not be applicable to other holders of Shares.  The principal practical limitation is
the additional procedural step involved in communicating with IDR Holders which can
limit the ability of IDR Holders to exercise their rights and receive their entitlements in
respect of various corporate actions relating to the Company under the Conditions.
Holders of the Shares of the Company will receive notice directly from the Company and
will be able to submit their instructions in respect of any corporate action directly to the
Company or, if applicable, a third party. IDR Holders, in contrast, will receive the notice
in accordance with the Deposit Agreement. Pursuant to the Deposit Agreement the
Company will provide the notice to the Depository. The Depository shall as soon as
reasonably practicable forward to the IDR Holders notice of such event and, in any
event, no later than ten days before the date of the relevant meeting and/or the date of
acceptance of instructions in relation to the relevant corporate action. In order to
exercise their right to participate in a corporate action relating to the Company, IDR
Holders must provide their instruction in respect of the corporate event to the
Depository. Because of this additional procedural step, the process for the submission of
instructions may take longer for IDR 
Holders than for holders of the Shares. Further, IDR Holders may not be able to receive
the documentation relating to the corporate event in time to enable them to return their
instructions to the Depository in a timely manner. IDRs for which the Depository does
not receive timely instructions will not be eligible to participate in the corporate event.

Will IDR Holders receive cash dividends and other cash distributions on
the Deposited Shares represented by the IDRs? 
An IDR Holder will be entitled to dividends and other cash distributions in respect of
the Deposited Shares represented by their IDRs if the Company declares such a cash
dividend or cash distribution to be payable to holders of Shares (and the Depository
receives from the Company such cash dividend or other cash distribution) and the IDR
Holder is registered as an IDR Holder on the relevant record date set by the Depository.

Payments of cash dividends and other cash amounts in respect of IDRs represented by
Dematerialised IDRs will be made by the Depository through the Registrar.  Any
dividend or other sum payable in cash in respect of the IDRs to IDR Holders, will be
paid by cheque, demand draft or pay order sent by post to the IDR Holder at his
registered address recorded in the Register maintained by the Registrar.  Prior to
distribution, the Depository will make reasonable efforts to convert the amount received
into Indian Rupees. If it is impractical to effect such conversion, the Depository may
distribute the dividend in the relevant foreign currency to the extent permitted under
applicable law or hold such other currency for the benefit of IDR Holders entitled
thereto. The Depository is under no obligation to invest any currency that it cannot
convert and it will not be liable for any interest. If exchange rates fluctuate during a time
when the Depository cannot convert such cash distribution, IDR Holders may lose some
or all of the value of the distributions. 
Will IDR Holders receive any dividends or other distributions on the
Deposited Shares represented by the IDRs that are not in the form of cash?
IDR Holders should be aware that there are certain limitations on the ability of the
Company to make available to IDR Holders through the Depository any dividends or
other distributions on the Deposited Shares that are not in the form of cash. This is
because of provisions of English law and the potential application of certain provisions
of Indian law. See the risk factor titled ‘‘Certain corporate actions of the Company may
entitle existing shareholders of the Company to receive further Shares from the
Company. However, the ability of IDR Holders to receive such further shares from the 
Company (either in the form of Shares or IDRs representing the Shares) may be
restricted’’ in the section titled ‘‘Risk Factors’’ on page 69 of this Draft Red Herring
Prospectus for further information. 
This would be particularly applicable if the Company were to undertake a rights issue or
a bonus issue of shares or offer holders of Shares the right to receive Shares instead of
all or part of a cash dividend (a scrip dividend alternative) and the IDR Holder were to
accept this option. In relation to a scrip dividend alternative, the Company would
normally send a circular to holders of Shares giving details of the terms of the relevant
election and how an election can be made, together with a form of election stating the
number of new Shares that a holder is entitled to receive instead of the cash dividend. If
the Company determines that it is permissible and practical for IDR Holders to
participate in any scrip dividend alternative, IDR Holders would receive the relevant
notice of election and be entitled to submit their election through the Depository Other
distributions If the Depository receives any distribution in securities (other than Shares)
or in other property (other than cash), the Depository will distribute such securities or
other property to the IDR Holders entitled thereto in a manner deemed equitable and
practicable by the Depository subject to applicable laws (which may involve the sale of
such securities or other property and the distribution of the sale proceeds as a cash
distribution to the IDR Holders entitled thereto).

What happens in the event that the Company undertakes a rights issue? 
IDR Holders should be aware that there are certain limitations on the ability of the
Company to make a rights issue available to IDR Holders through the Depository
because of provisions of English law and the potential application of certain provisions
of Indian law.

In addition, making a rights issue available to IDR Holders could have timetable
implications that cannot be satisfactorily resolved and which may make it difficult for
the Company to undertake a rights issue simultaneously in the UK and in India. Whilst
the time period between the date of announcement and the date of allotment is 10
Business Days in a rights issue in the UK, the existing guidelines on rights issues in
India require that the rights issue be kept open for a substantially longer period. In light
of the existing differences in the timeline followed for a rights issue in the UK and in 
India, it would be difficult for the Company to undertake the rights issue simultaneously
in the UK and in India. A rights issue to the same class of shareholder may not be able to
operate on two different time lines as this would give rise to trading and fungibility
issues as well as questions in the home market on equality of treatment of shareholders,
where shareholders in certain jurisdictions are given a longer time frame within which
to accept. 
Given the limitations above, it is likely that, subject to certain conditions, the
Depository will exercise the option available under the Conditions to either sell such
rights and distribute the net proceeds of the IDR Holders entitled thereto or, in the
event that is not lawful or practicable, for the Depository to take such action, to permit
the rights to lapse and notify the IDR Holders of such decision.

However, the Depository may, in substitution of this option, if it is lawful or practicable


to do so, either: (i) take such steps as are necessary to enable IDR Holders to subscribe
for the Shares represented by such rights, and issue additional IDRs to the IDR Holders
who subscribe for such Shares; (ii) distribute the rights themselves to the IDR Holders;
or (iii) arrange for IDR Holders to subscribe for any additional rights which are available
due to lack of take-up by other holders of Shares. In the event that it is not lawful or
practicable for the Depository to take any of these specified actions or if there are rights
to which the IDR Holders are not entitled because of fractional entitlements to shares,
the Depository shall permit the rights or, as applicable, the relevant rights to lapse and
will notify the IDR Holders of such decision.

If the Depository determines to take such steps as are necessary to implement the option
set out in 
(i) above, IDR Holders who elect to take up such rights will be obliged to pay an amount
to the Depository representing (in Indian Rupees) an amount equal to the subscription
price for such rights plus any additional amount in respect of such subscription price to
ensure that the Depository (acting in good faith) will, after conversion of such Indian
Rupees into the currency by which subscriptions may be made, have sufficient funds to
satisfy the subscription price taking account of any possible fluctuations in rates of
foreign currency. Following conversion of this amount by the Depository to 
the relevant foreign currency and payment of the subscription price in the relevant
foreign currency, the Depository will return any surplus subscription amounts (after
converting such amounts into Indian Rupees) to IDR Holders at the time of issue of the
additional IDRs representing the new 
Deposited Shares or as a cash distribution.

Will IDR Holders be entitled to vote the Deposited Shares represented by


the IDRs? 
IDR Holders have voting rights with respect to the Deposited Shares and will generally
be entitled to vote on resolutions of the Company. The Articles of the Company provide
that a shareholder is required to hold four Shares in order to register one vote on a poll.
Accordingly the IDR Holders are required to hold IDRs representing at least four Shares
so as to register one vote on a poll. For further information on the voting rights attached
to the Shares please see the section titled ‘‘Main Provisions of the Articles of
Association’’ on page 457 of this Draft Red Herring Prospectus. If IDR Holders wish to
attend shareholder meetings they will be able to instruct the Depository to appoint them
as proxy in respect of the Shares underlying the IDRs. IDR Holders are entitled to
instruct the Depository to exercise voting rights in respect of the Shares represented by
their IDRs subject to the right of the Depository to request certain legal opinions from
the Company’s legal counsel in advance of any such exercise in certain limited
circumstances. 
The Company will provide notice of any meetings where votes will be cast to the
Depository. Upon receiving such notice, the Depository will send to IDR Holders a
notice (with a requirement under the Deposit Agreement to provide such notice no less
than 10 days before the date of the relevant meeting) stating: (i) such information as is
contained in the notice provided by the Company to the Depository; (ii) the date by
which voting instructions must be received from IDR Holders; (iii) the manner in which
such instructions may be given to the Depository; and (iv) how the IDR Holders may
instruct the Depository in respect of the Shares represented by that IDR Holders’ IDRs.

Following receipt of such instructions from IDR Holders, the Depository will procure
that the Custodian shall appoint the relevant persons as proxies in respect of the
Deposited Shares as specified in the instruction provided by IDR Holders to the
Depository.  The Depository will not vote or cause to be voted any Deposited.  Shares
unless specifically instructed by an IDR Holder. If an IDR Holder does not so instruct
the Depository, the votes attaching to the Deposited Shares will be counted as an
abstention.

There are practical limitations upon the IDR Holders’ ability to exercise their voting
rights due to the additional procedural steps involved in communicating with IDR
Holders. Holders of the Shares will receive notice directly from the Company and will be
able to exercise their voting rights by either attending the meeting in person or voting by
power of attorney. IDR Holders, in contrast, will not receive notice directly from the
Company. Rather, in accordance with the Deposit Agreement, the Company will provide
the notice to the Depository. The Depository has undertaken, in turn, as soon as
practicable thereafter, to forward to the IDR Holders such notices, the voting
instructions, if and as received by the Depository from the Company, and a statement as
to the manner in which instructions may be given by IDR Holders. To exercise their
voting rights, IDR Holders must then 
instruct the Depository how to vote the Shares evidenced by the IDRs they hold or
instruct the Depository to appoint a proxy. Because of this additional procedural step
involving the Depository, the process for the exercise of voting rights may take longer
for IDR Holders than for holders of the Shares. IDR Holders may not be able to receive
voting materials in time to enable them to return voting instructions to the Depository
in a timely manner, and IDRs for which the Depository does not receive timely voting
instructions will not be voted. 

What happens in the event of a capital reorganisation? 


In the event of any change in the par value, sub-division, consolidation or other
reclassification of Deposited Shares or any other part of the Deposited Property or upon
any reduction of capital or reorganisation, merger or consolidation of the Company, the
Depository will give notice of such event to IDR Holders and, in its discretion, may
distribute any Shares, cash or other property received from the Company pursuant to
such event to the IDR Holders as it would distribute any regular distribution under the
Conditions subject, in each case, to the limitations in respect of certain distributions that
are not in the form of cash described elsewhere in this section.

Will IDR Holders be able to participate in tender offers, open-market buy-


backs or takeover offers relating to the Shares? 
In the event that an open-market buy-back, tender offer or takeover offer is made with
respect to the Shares, the Depository and the Company will be obliged to take certain
reasonable steps to enable IDR Holders to participate in such events in the same
manner and to the same extent as holders of the Shares. Such steps will include the
submission, at the election of the IDR Holder, of the Deposited Shares represented by
the IDRs for purchase to the Company or (in the case of a takeover offer) to the third
party acquirer, and the distribution of the proceeds of such sale by the Depository to the
IDR Holder in the event that the Deposited Shares are acquired pursuant to the open-
market buy-back, tender offer or takeover offer.

Can the Deposited Shares represented by the IDRs be compulsorily


acquired? 
In the event that, pursuant to a takeover offer or otherwise, any person acquires 90% or
more of the Shares, that person is entitled under the UK Companies Act to compulsorily
acquire any Shares held by any person, including Deposited Shares represented by
IDRs.

What happens if an IDR holding does not represent a whole number of


Shares? 
The rights of an IDR Holder will in general not be affected. So, for example, IDR
Holders will have a proportionate entitlement to cash dividends, IDR Holders will
receive all company communications which are sent to its Shareholders and the IDR
Holders will be entitled to vote at a general meeting on a show of hands in respect of
IDRs representing one Share and on a poll in respect of IDRs representing four Shares.
Where IDRs represent less than a whole number of Shares, entitlements to participate
in corporate actions, such as rights issues and share distributions will be affected. In
these 
circumstances, the IDR Holders will receive their proportionate entitlement to any cash
amount which may be received by the Depository in respect of the relevant corporate
action.

INFORMATION TO BE PROVIDED TO IDR HOLDERS BY THE


DEPOSITORY 
What notices relating to the IDRs will be provided to IDR Holders and
how? 
IDR Holders will, in general, receive through the Depository, a copy of all notices given
by the Company to its shareholders.  All notices will be mailed to IDR Holders at their
respective addresses recorded in the Register maintained by the Registrar and, so long
as the IDRs are listed on the BSE and/or the NSE and the rules of such exchanges so
require, such notices will also be published in one leading Hindi and one leading English
national newspaper in India.
What other information will IDR Holders be sent? 
IDR Holders will be sent annual reports, prepared in accordance with the requirements
of the IDR Listing Agreement and applicable laws.  In certain circumstances, if
permitted by applicable law, IDR Holders may only receive such information in
electronic format, including by way of reference to a website where such information
will be made available. 

OBLIGATIONS OF IDR HOLDERS 


Are IDR Holders required to disclose their ownership of the IDRs? 
In certain circumstances, following receipt of a request from the Company or the
Depository, IDR Holders may be required to provide information as to the capacity in
which they hold or held IDRs and regarding the identity of any other persons then or
previously interested in such IDRs and the nature of such interest and various other
matters. 
In addition, IDR Holders are also required to notify the Company in the event that they
hold (whether through the IDR Facility or otherwise) 3% or more of the voting rights
attached to the Shares of the Company and also at certain other specified thresholds.

An IDR Holder should be aware that non-compliance with such notification obligations
could lead to it being subject to certain sanctions. Accordingly, each IDR Holder is
advised to actively monitor all communications received by it at the mailing address
recorded in the Register maintained by the Registrar for: (i) any information requests
received from the Company or the Depository pursuant to Condition 20.2 and Condition
20.3; and (ii) independently, its obligation to comply with the Disclosure and
Transparency Rules as set out in Condition 20.5.

AMENDMENT OF THE TERMS AND CONDITIONS 


Can the terms and conditions of the IDRs be altered? 
All and any of the terms and conditions of the Deposit Agreement may, at any time, and
from time to time, be amended by written agreement between the Company and the
Depository, provided that any approval of such regulatory authority as may be required
in India, the United Kingdom or Hong Kong which is deemed necessary or desirable is
first obtained. 
Notice of any such amendment will be given to IDR Holders. Any amendment which
increases or imposes fees or charges payable by IDR Holders or which is otherwise
materially prejudicial to IDR Holders (as a class) will not become effective until three
months after such notice is given to IDR Holders. During this three month period, IDR
Holders may withdraw the Deposited Shares represented by their IDRs free of charge
but otherwise in accordance with the Conditions. However, please refer above for
certain restrictions that apply to the withdrawal of Shares by IDR Holders.  Any IDR
Holder who does not withdraw the Deposited Shares during this three month period will
be deemed to have approved the relevant amendment and will be bound by such
amendment.

DISPUTES IN RELATION TO THE IDRs 


How can IDR Holders enforce the obligations of the Depository and the
Company? 
The Company has executed a Deed Poll which entitles an IDR Holder to enforce any
provision(s) of the Deposit Agreement with which the Company fails to comply as if the
IDR Holder were a party to the Deposit Agreement and was the Depository. The Deed
Poll and the Deposit Agreement are governed by English law. IDR Holders may refer
such dispute to arbitration in India in accordance with the Arbitration and Conciliation
Act.  Under the terms of issue of the IDRs, the Company, the Depository and IDR
Holders from time to time agree that any dispute, controversy, cause of action or
proceeding brought by any of them (including, for the avoidance of doubt, any former
IDR Holders) arising out of or relating to the Deposited Shares or other Deposited
Property, the IDRs or the Deposit Agreement, or any breach 
thereof, including any question regarding existence, validity, termination, and any
counterclaims that may be related thereto, must be referred to, and finally resolved by,
binding arbitration in accordance with the Arbitration and Conciliation Act. Notices in
this regard can be sent to the Compliance Officer appointed by the Company.

LIMITATIONS ON THE OBLIGATIONS OF THE COMPANY AND THE


DEPOSITORY 
Are there any limitations on the obligations and liability of the Company
and the Depository? 
The Conditions and the Deposit Agreement expressly limit the obligations and liability
of the Company and the Depository.  Neither the Company nor the Depository shall
incur any liability to an IDR Holder if either of them shall be prevented, delayed or
forbidden from doing or performing any act which they are required to perform by
reason of (i) any provision of any present laws (save for Indian and English law) or any
future applicable law or regulation of any country or of any relevant governmental
authority or interpretation thereof; (ii) any future provision of the constitutive
documents of the Company; or (iii)  any other circumstances beyond their control. 
Further, save in cases of wilful default, negligence or bad faith and, in certain cases,
breach of contract, the Depository shall not be liable for (i) exercising or any failure to
exercise discretion under the Deposit Agreement; (ii) having accepted as valid or not
having rejected any certificate for Shares or any IDR Certificate purporting to be such
and subsequently found to be forged or not authentic; (iii) any terms of sale or
conversion of any Deposited Property, if required, or if such sale or conversion shall not
be possible for any reason; or (iv) any failure to determine that it may be lawful or
practicable to make rights available to IDR Holders in general or to any IDR Holder in
particular in connection with a rights issue of the Company.

TERMINATION OF THE IDR FACILITY 


Under what circumstances may the IDR Facility be terminated (by means of
a termination of the Deposit Agreement) and what happens in these
circumstances? 
There are three circumstances in which the IDR Facility (by means of a termination of
the Deposit Agreement) may be terminated and the IDRs consequently delisted: (i) at
the option of the Company; (ii) by the Stock Exchanges by reason of a breach by the
Company of applicable rules and regulations; or (iii) if the Shares are delisted resulting
in such Shares not being listed on any securities exchange in any jurisdiction. Under the
Deposit Agreement, the Depository is required to give notice of termination of the IDR 
Facility (by means of termination of the Deposit Agreement) to IDR Holders and the
consequent delisting of the IDRs under each of the circumstances described above.

In the case of a termination of the Deposit Agreement and consequent de-listing of the
IDRs for the reasons described under (i) and (ii) above, there are two alternative ways in
which value may be returned to IDR Holders: either (1) each IDR Holder may elect to
receive the relevant Deposited Property on payment of any sums payable by the
Depository to the Custodian and/or any other expenses incurred by the Depository in
connection with such withdrawal (the right to withdraw being subject to certain
limitations as described elsewhere in this section); or (2) the Depository will sell the
Shares attributable to the relevant IDRs and will deliver the net proceeds of any such
sale, together with any other Deposited Property then held by it under the Deposit
Agreement, pro rata to the relevant IDR Holders.

In the case of a sale of Shares under (2) above, the Shares will be sold at the prevailing
market rate on the London Stock Exchange and the cash distributed to that IDR Holder
within 15 Business Days of the completion of the sale of all of the relevant Deposited
Property. Neither the Depository, the 
Company nor any of their respective agents will be responsible or liable for any loss or
damage (whether actual or alleged) arising from the terms of or timing of any sale.  In
the case of a termination of the Deposit Agreement and consequent de-listing of the
IDRs for the reasons described under (iii) above, the IDR Holders will receive the Shares
and other Deposited Property relating to their IDRs on payment by the IDR Holders of
any sums payable by the Depository to the Custodian and/or any other expenses
incurred by the Depository in connection with such delivery. The mechanism for selling
the Shares described above will not be available if the Shares are delisted. In addition, it
will not be possible to deliver fractions of a Share; fractions will therefore be
disregarded. In all the above circumstances, the IDRs will be cancelled after Deposited
Property has been transferred to IDR Holders or, as applicable, sold as described above.

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