FORMAT FOR LETTER OF OFFER FOR BUYBACK

The company need to fill in this form following important information:

Main division of Industrial Activities

Particulars of directors and key managerial personnel which may be pre – filled itself

Present capital structure of the Company

Detail of Last buyback

Amount in Free Reserves, Securities Premium Account, Proceeds out of fresh issue of any shares or other specified securities, Debts (Secured and Unsecured)

Sources of of buyback (Whether Free reserves, Securities Premium, Proceeds out of fresh issue of shares or other specified securities or Debt)

Date of Board of Directors’ resolution authorising buyback of securities

Date of Special Resolution and Service Request number Form MGT – 14

shareholdings details of promoters, directors and key managerial personnel of the company and also the directors of the promoter companies of the company:

• Number of shares as on the date preceding to the date of board meeting in which the buyback got approved
• Shares purchased during the period of 12 months preceding the dato of board meeting approving buyback
• Shares purchased during the period from date of board meeing approving buyback till the date of letter of offer
• Maximum price paid for the above
• Date on which the above maximum price was paid
• Shares sold during the period of 12 months preceding the date of board meeting approving buyback
• Shares sold during the period from date of board meeting approving buyback till the date of letter of offer
• Maximum price received for the above
• Date on which the above maximum price was received
• Balance of number of shares held as on date of letter of offer

Shareholding pattern before buy back of shares and other specified securities

• Government
• Government Companies
• Public Financial Institutions
• Nationalised and other banks
• Mutual funds
• Venture Capital
• Foreign Holdings
• Bodies Corporate
• Directors or Relatives of directors
• Other top fifty shareholders
• Other

Particulars of the securities authorised to be bought back

Objective of the buy-back

Method of buyback

Article number authorising buyback

Dated related to buyback

Other terms and conditions of offer

Expected capital structure post buy – back

Ratios

Following documents shall be attached:

Details of the promoters of the company

Declaration by auditor(s)

Copy of the board resolution

Copy of the notice issued under section 68(3) along with the explanatory Statement thereto,

Audited financial statements of last three years.

Buy back details of last three years.

Management discussion and analysis (in case of listed company);

List of holding and subsidiary companies of the company;

Unaudited financial statement (if applicable);

Statutory approvals received (if any);

Details of the auditor, legal advisors, bankers and trustees (if any);

Declaration

It is hereby declared that all the attachments and the information given in this form are true and correct to the best of my knowledge. Further declared that:

(a) All requirements of section 68(3) have been complied with.

(b) No defaults are subsisting in repayment of deposits or interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend to any shareholder or repayment of any term loan or interest payable thereon to any financial institutions or banking company and the company is not prohibited for buy-back by operation of law within the meaning of section 70 of the Act;

(c) The Board of directors has made a full enquiry into the affairs and prospects of the company and that they have formed the opinion:

i. 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 as and when they fall due and will not be rendered insolvent within a period of one year from that date; and

ii. in forming their opinion for the above purposes, the directors have taken into account the liabilities as if the company were being wound up under the provisions of the Companies Act, 2013 (including prospective and contingent liabilities).