SCHEDULE - III - DISCLOSURES TO BE MADE IN THE LETTER OF OFFER - Securities and Exchange Board of India (Buy Back Of Securities) Regulations, 1998

1 [SCHEDULE III [ see regulation 8(4) ] DISCLOSURES TO BE MADE IN THE LETTER OF OFFER The letter of offer shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one. The letter of offer shall, inter-alia, contain the following; i. Disclosures in Schedule II; ii. Disclaimer Clause as may be specified by the Board; iii. Record date and ratio of buyback as per the entitlement in each category. ********* 1 Schedule III substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02- 2012.for the following: Schedule III Disclosures to be made in the letter of offer [Under regulation 8(4)] The letter of offer shall, inter alia, contain the following : 1. Disclaimer Clause as may be prescribed by the Board. 2. 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. 3. The proposed time table from opening of the offer till the extinguishment of the certificates. 4. The specified date. 5. Authority for the offer of buy-back. 6. 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 or the contents of public notice issued after the passing of the resolution by the Board of Directors authorising the buy back. 7. The necessity for the buy-back. 8. The process to be adopted for the buy-back. 9. The maximum amount to be invested under the buy-back. 10. 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. 11. Brief information about the company. 12. Audited financial information for the last 3 years and the lead manager shall ensure that the particulars (audited statement and unaudited 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 Board. 13. Details of escrow account opened and the amount deposited therein. 14. Listing details and stock market data : (a) High, low and average market prices of the securities of the company proposed to be bought back, during the preceding three years ; (b) monthly high and low prices for the six months preceding the date of filing the draft letter of offer with the Board which shall be updated till the date of the letter of offer; (c) the number of securities traded on the days when the high and low prices were recorded on the relevant stock exchanges during the period stated at (a) and (b) above; (d) the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognises the change in the capital structure (e.g., when the securities have become ex-rights or exbonus); (e) the market price immediately after the date on which the resolution of the Board of Directors approving the buy-back; and (f) the volume of securities traded in each month during the six months preceding the date of the offer document along with high, low and average prices of securities of the company, details relating to volume of business transacted should also be stated for respective periods. 15. Present capital structure (including the number of fully paid and partly paid securities) and shareholding pattern. 16. The capital structure including details of outstanding convertible instruments, if any, post buy-back. 17. The aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company. 18. The aggregate number of shares or other specified securities purchased or sold by persons mentioned in clause 17 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 along with the relevant dates. 19. Management discussion and analysis on the likely impact of buy-back on the company s earnings, public holdings, holdings of NRIs/FIIs, etc., promoters holdings and any change in management structure. 20. The details of statutory approvals obtained. 21. Collection and bidding centres. 22. Name of compliance officer and details of investors service centres. 23. (1) A declaration to be signed by at least two directors of the company one of whom shall be a managing director where there is one that there are no defaults subsisting in repayment of deposits, 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 directors of the company one of whom shall be a managing director where there is one stating that the Board of Directors has made a full enquiry into the affairs and prospects 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 that 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 that 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). 24. The declaration must in addition have annexed to it a report addressed to the directors by the company s auditors stating that- (i) they have inquired into the company s state of affairs; and (ii) the amount of permissible capital payment for the securities in question is in their view properly determined; and 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. 25. Such other disclosures as may be specified by the Board from time to time by way of guidelines. 1 [26. The letter of offer shall be dated and signed on behalf of the Board of Directors of the company by its manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one.]