Schedule II - Disclosures to be made in the letter of offer - Private Limited Company and Unlisted Public Limited Company (Buy-back of Securities) Rules, 1999

Schedule II (See rule 5) Disclosures to be made in the letter of offer The letter of offer shall, inter-alia, contain the following: (i) Details of the offer including the total number and percentage of the total paid up capital and free reserves proposed to be bought-back and price; (ii) The proposed time table from opening of the offer till the extinguishment of the certificates; (iii) Authority for the offer of buy-back; (iv) A full and complete disclosure of all material facts including the contents of the explanatory statement annexed to the notice for the general meeting at which the special resolution approving the buy-back was passed; (v) The necessity for the buy-back; (vi) The process to be adopted for the buy-back; (vii) The minimum and the maximum number of securities that the company proposes to buy-back, sources of funds from which the buy-back would be made and the cost of financing the buy-back; (viii) Brief information about the company; (ix) Audited Financial information for the last 3 years and the company and its Directors shall ensure that the particulars (audited statement and un-audited statement) contained therein shall not be more than 6 months old from the date of the offer document together with financial ratios as may be specified by the [1] [Central Government]; (x) Present capital structure (including the number of fully paid and partly paid securities) and shareholding pattern; (xi) The capital structure including details of outstanding convertible instruments, if any, post buy-back; (xii) The aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a company and of the persons who are in control of the company; (xiii) The aggregate number of equity shares purchased or sold by persons mentioned in clause (xii) above during a period of twelve months preceding the date of the public announcement and from the date of public announcement to the date of the letter of offer; the maximum and minimum price at which purchases and sales referred to above were made alongwith the relevant date; (xiv) Management discussion and analysis on the likely impact of buy-back on the company's earnings, public holdings, holdings of Non-Resident Indians/Foreign Institutional Investors, etc., promoters holdings and any change in management structure; (xv) The details of statutory approvals obtained; (xvi) (1) A declaration to be signed by at least two whole-time directors that there are no defaults subsisting in repayment of deposit, redemption of debentures or preference shares or repayment of a term loans to any financial institutions or banks; (2) A declaration to be signed by at least two whole time directors, one of whom shall be the managing director stating that the Board of Directors has made a full enquiry into the affairs and prospectus of the company and that they have formed the opinion (a) as regards its prospects for the year immediately following the date of the letter of offer that, having regard to their intentions with respect to the management of the company's business during the year and to the amount and character of the financial resources which will in their view be available to the company during that year, the company will be able to meet its liabilities and will not be rendered insolvent within a period of one year from the date; (b) in forming their opinion for the above purposes, the directors shall take into account the liabilities as if the company were being wound up under the provisions of the Companies Act, 1956 (including prospective and contingent liabilities); (xvii) The declaration must in addition have annexed to it a report addressed to the directors by the company's auditors stating that (1) they have inquired into the company's state of affairs, and (2) the amount of permissible capital payment for the securities in question is in their view properly determined; and (3) they are not aware of anything to indicate that the opinion expressed by the directors in the declaration as to any of the matters mentioned in the declaration is unreasonable in all the circumstances; (xviii) Such other disclosures as may be prescribed by the Central Government from time to time; (xix) The offer document shall be dated and signed by the Board of Directors of the company. [2] [(xx) The letter of offer shall contain pre and post buy-back debt equity ratios;] [3] [(xxi) The debt equity ratio for Housing Finance Companies, as may be specified by the National Housing Bank being the regulator in consultation with the Central Government.] --------------------------------- Notes:- [1] Substituted for "Board" by the Pvt. Ltd. Company and Unlisted Public Limited Company (Buy-back of Securities) (Amendment) Rules, 2000, w.e.f. 2-3-2000. [2] Inserted by the Pvt. Ltd. Company and Unlisted Public Limited Company (Buy-back of Securities) (Amendment) Rules, 2000, w.e.f. 2-3-2000. [3] Inserted by Notification No. GSR 348(E), dated 23-4-2003, w.e.f. 23-4-2003.