GAMMON INDIA LIMITED

The floor price for delisting will be determined by calculating the average of the weekly high and low of the closing
prices during the last twenty six weeks or two weeks preceding the date on which the recognized stock exchange
were notified of the board meeting in which the delisting proposal was considered.
The promoter has a right to not accept this price determined by the book building process. Where the public
shareholding at the opening of the bidding period was less than the minimum level of public shareholding required
under the listing agreement, the promoter has to ensure that the public shareholding is brought up to such minimum
level within a period of six months from the date of closure of the bidding through any of the following ways:
(i) by issue of new shares by the company in compliance with the provisions of the Companies Act and the
guidelines and regulations of SEBI relating to issue of securities and disclosures;
(ii) by the promoter making an offer for sale of his holdings in compliance with applicable laws; or
(iii) by the promoter making sale of his holdings through the secondary market in a transparent manner.
The Ministry of Finance has, on June 10, 2009 proposed certain amendments to the Securities SCRR (the “MoF
Notification”) in relation to voluntary and compulsory delisting, to bring them in line with the Delisting
Regulations. The MoF Notification shall become effective from the date when it is published in the official gazette.
Due to their recent issuance, the applicability of the Delisting Regulations and MoF Notification have not been
tested in any manner and hence it is possible that some of the clauses may be amended to make either the Delisting
Regulations or the MoF Notification more effective or clarify any ambiguities contained therein. Investors are also
requested to consult their advisors before taking any steps under the Delisting Regulations.
Index-Based Market-Wide Circuit Breaker System
In order to restrict abnormal price volatility in any particular stock, the SEBI has instructed stock exchanges to apply
daily circuit breakers which do not allow transactions beyond a certain level of price volatility. The index-based
market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index movement, at
10 per cent., 15 per cent. and 20 per cent. These circuit breakers, when triggered, bring about a co-ordinated trading
halt in all equity and equity derivative markets nationwide. The market-wide circuit breakers are triggered by
movement of either the SENSEX of the BSE or NIFTY of the NSE, whichever is breached earlier.
In addition to the market-wide index-based circuit breakers, there are currently in place individual scrip-wise price
bands of 20 per cent. movements either up or down. However, no price bands are applicable on scrips on which
derivative products are available or scrips included in indices on which derivative products are available.
The stock exchanges in India can also exercise the power to suspend trading during periods of market volatility.
Margin requirements are imposed by stock exchanges that are required to be paid by the stockbrokers.
Disclosures under the Companies Act and Securities Regulations
Under the Companies Act, a public offering of securities in India must be made by means of a prospectus, which
must contain information specified in the Companies Act and the SEBI Regulations, and be filed with the Registrar
of Companies having jurisdiction over the place where a company’s registered office is situated. A company’s
directors and promoters may be subjected to civil and criminal liability for misstatements in a prospectus. The
Companies Act also sets forth procedures for the acceptance of subscriptions and the allotment of securities among
subscribers and establishes maximum commission rates for the sale of securities. Pursuant to the provisions of the
SEBI Act, the SEBI has issued detailed guidelines concerning disclosures by public companies and to further
investor protection. Prior to the repeal of certain rules in mid-1992, the Controller of Capital Issues of the
Government regulated the prices at which companies could issue securities. The SEBI Regulations now permit
companies to price their domestic issues of securities freely. The SEBI Regulations permit companies to freely price
their issues of securities. All companies, including public limited companies, are required under the Companies Act
to prepare and file with the Registrar of Companies and circulate to their shareholders audited annual accounts,
which comply with the disclosure requirements of the Companies Act and regulations governing their manner of
presentation, which include sections pertaining to corporate governance and the management’s discussion and
analysis as required under the Listing Agreement. In addition, a listed company is subject to continuing disclosure
requirements pursuant to the terms of its listing agreement with the relevant stock exchange, including the
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