8/3/2019 1292839776497 DLF

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Preceding three years

Period High Date of Volume Low Date of Volume Yearly Year’s

(Rs.) High on date (Rs.) Low on date Average Volume

of high of low Price (Rs.)

2002 164.00 8/Jul/02 1,245 105.00 20/Aug/02 2,267 134.50 93,106

2003 282.00 16/Dec/03 4,914 110.50 9/May/03 277 196.25 458,973110. 50 12/ May/ 03 1 ,091

2004 254.00 6/Jan/04 2,670 142.65 14/Jun/04 2,836 198.33 402,811Preceding six months

Period High Date of Volume Low Date of Volume Monthly Month’s T rades

(Rs.) High on date (Rs.) Low on date Average Volume

of high of low P rice (Rs.)

Oct/04 199.90 4/Oct/04 1,489 175.00 25/Oct/04 345 187.45 16,234 586

175 .00 29/ Oct/ 04 1 ,977Nov/04 195.00 19/Nov /04 2,772 171.05 1/Nov/04 3,112 183.03 38,454 1,203

D ec /0 4 2 32 .0 0 2 7/D ec /0 4 1 3,6 36 1 77 .2 0 6/ De c/ 04 1 ,6 75 2 04 .6 0 75 ,48 0 2 ,7 36

177.20 7/Dec/04 880Jan/05 236.45 20/Jan/05 446 190.00 25/Jan/05 430 213.23 42,224 1,491

Feb/05 205.00 10/Feb/05 709 184.00 25/Feb/05 1,045 194.50 19,812 703

Mar/05 229.90 17/Mar/05 8,910 165.00 2/Mar /05 1,140 197.45 79,550 2,120

(Source: BSE website “www.bseindia.com”)

8.3 The closing market price immediately after the date of the resolution of the Board of Directors

approving the Buy Back, that is, March 18, 2005, was Rs.210.10 per equity share on BSE (Source:

www.bseindia.com)

9. MANAGEMENT DISCUSSION AND ANALYSIS ON THE LIKELY IMPACT OF THE BUY BACK

ON THE COMPANY:

9.1 The Buy Back is not likely to cause any material impact on the profitability of the Company, except

of a reduction in the treasury income, which the Company could have otherwise earned on the

funds deployed in liquid assets.

9.2 Pursuant to Regulation 15(b) of the Buy Back Regulations, the Promoters and persons in control

are not entitled to offer Equity Shares held by them under the Buy Back. The holding of the Promotersand persons in control as a result of the Buy Back would be 65.13% of the total equity capital

assuming that the entire amount of Rs. 592.36 lacs is utilised for the Buy Back at a price of Rs. 250

per Equity Share. The Buy Back of Equity Shares will not result in any change in control or otherwiseaffect the existing management structure.

9.3 Presently the company has marginal debt. The ratio of the debt owed by the Company will not bemore than twice the capital and free reserves of the Company after the Buy Back.

10. STATUTORY APPROVALS:

The Board of the Company has approved the Buy Back at its meeting held on March 17, 2005 as

statutorily required by the Companies Act. No other statutory approvals are required to be obtained

for the Buy Back.

11. PROPOSED TIMETABLE :

 Activity Date

Board Meeting approving Buy Back March 17, 2005

Dat e o f opening the Buy Back Apr il 13 , 2005

 Acceptance of Equity Shares Within 15 days of the relevant payout days of the

Stock Exchange(s)

Extinguishment of equity shares Within 7 days of acceptance as above.

Last Date for the Buy Back March 16, 2006 or when DIL has completed Buy Back

to the extent of Rs. 592.36 lacs under the Buy Backor such other date as may be determined by DIL at

anytime even if the maximum limit of Buy Back of 

shares has not been reached (by giving appropriatenotice for such earlier date, if any), whichever is earlier.

12. PROCESS AND METHODOLOGY TO BE ADOPTED FOR BUY BACK:

12.1The Buy Back is open to all equity shareholders of the Company both registered and unregistered

holding shares either in physical and / or electronic form, except Promoters as indicated in thisPublic Announcement.

12.2As per the Buy Back Regulations, a company intending to purchase its shares from the open

market, shall do so only on the Stock Exchange(s) having nationwide trading terminals. Accordingly,

the Buy Back will be implemented by the Company by way of open market purchases through BSEusing their nationwide electronic trading terminals.

12.3For the aforesaid Buy Back of equity shares, the Company has appointed the following registered

broker (“Brokers to the Offer”) through whom the purchases and settlement on account of Buy

Back would be made:

Fortune Financial Services (I) Ltd.

K K Chambers, 2nd floor, Sir P T Marg, Fort, Mumbai – 400 001. Tel : +91 22 2207 7931.

12.4The Buy Back of equity shares will be made only through the order matching mechanism except

“all or none” order matching system.

12.5The Company, may, from time to time commencing from April 13, 2005 place “buy” orders on the

BSE to buy back Equity Shares through the Brokers to the Offer, in such quantity and at suchprices, not exceeding Rs. 250 per Equity Share, as it may deem fit, depending upon the prevailing

market price of the Equity Shares of the Company in the secondary market. The identity of the

Company as a purchaser shall appear on the electronic screen when the order is placed by theCompany.

12.6The Equity Shares of the Company are traded in the compulsory demat mode under the trading

code ‘506414’ at BSE. Shareholders holding Equity Shares in physical form can sell their Equity

Shares in the odd lot trading segment on BSE, if and when the Company places an order in thatsegment.

12.7Beneficial owners, that is, persons who hold Equity Shares in electronic form and who desire tooffer their Equity Shares under the Buy Back, would have to do so through their stock broker, who

is a member of BSE, whenever, the Company has placed a “buy” order for Buy Back of Equity

Shares, by indicating to their broker the number of Equity Shares they intend to sell at the price atwhich the Company has placed the order. The price at which the order matches the trade would be

executed and that price would be the Buy Back price for that offeror. It may be noted that a uniform

price would not be paid to all the offerors under the Buy Back and the same would depend on theprice at which the trade with that offeror was executed.

12.8The Company is under no obligation to place a “buy” order on a daily basis, nor is the Companyunder any obligation to place an order on both odd lots as well as normal trading segment of the

Stock Exchange, as applicable.

12.9Nothing contained herein shall confer any right to any shareholder to offer, or any obligation on thepart of the Company or the Board to Buy Back, any Equity Shares, and/ or to impair any power of 

the Company or the Board or the Committee authorized by the Board to terminate any process inrelation to such Buy Back, if so permissible by law.

13. METHOD OF SETTLEMENT:

13.1The Company will pay the Buy Back consideration to the respective Brokers to the Offer on or 

before every pay-in date for each settlement, as applicable to BSE.

13.2The beneficial owners, that is, persons who hold shares in electronic form would be required to

transfer the number of shares sold, in favour of the broker through whom the trade was executed,

by tendering the delivery instruction to their respective depository participant (“DP”) for debitingtheir beneficiary account maintained with the DP and crediting the same to the brokers’ pool account.

Shareholders holding shares in physical form may present the share certificate(s) to their respective

brokers through whom the trade was executed.

13.3The Company has opened a depository account styled “DIL Limited - Buyback of equity shares –

2005”. The shares bought back in electronic form would be transferred into the aforesaid accountby the Brokers to the Offer, on receipt of the shares and after the completion of the clearing and

settlement mechanism of BSE.

13.4The Equity Shares lying in credit in the aforesaid depository account will be periodically extinguishedwithin the stipulated days (which currently is within 7 days from the date of acceptance of the

Equity Shares) in the manner specified in the Buy Back Regulations. In respect of Equity Shares

bought back in the physical form, the Shares would be extinguished and the share certificates

physically destroyed within the stipulated days (which currently is within 7 days from the date of acceptance) in the manner specified in the Buy Back Regulations. The details of the equity sharesextinguished would be notified to all the stock exchanges on which the equity shares are listed and

to the Securities and Exchange Board of India as per the provisions of the Buy Back Regulations.

14. COMPLIANCE OFFICER:

Srikant N. Sharma, Company Secretary, DIL Limited,

‘dil’ Complex. S.V. Road, Majiwada, Thane (West) – 400 607, Maharashtra. Phone : (022) 5598

0888 Fax: (022) 5598 0999. E Mail: srikant.sharma@dil.net

15. INVESTOR SERVICE CENTRE :

In case of any queries, the Shareholders/Beneficial owners may contact at the following addresson any working day (except Saturdays, Sundays & Public Holidays) between 11 a.m. and 3 p.m.:

Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West)Mumbai – 400 078. Contact Person: Ms. Ashwini Mondkar, Dy. Head – Share Registry.

Phone: (022) 5555 5454; Fax No.: (022) 5555 5353. E mail: dil@intimespectrum.com

16. MANAGER / ADVISOR TO THE BUY BACK :

The Company has appointed Fortune Financial Services (I) Ltd. as Manager to the Buy Back.

Fortune Financial Services (I) Ltd.

K. K. Chambers, 2nd floor, Sir P. T. Marg, Fort, Mumbai 400 001. Phone : + 91 22 22077931Fax : + 91 22 2207 1776. Email : mbd@fortunefinancialindia.com

DIRECTORS’ RESPONSIBILITY

The Board of Directors of the Company accepts responsibility for the information contained in this

Public Announcement.

For and on behalf of Board of Directors of DIL Limited

sd/- sd/-

Place : Mumbai D Vasant Kumar Satish VermaDa te : A pr il 4, 2 00 5 Cha ir ma n & M anagi ng D ir ec tor E xec ut iv e D ir ec tor  

5. The Company proposes to implement the Buyback by way of open market purchases through

the Stock Exchange, Mumbai (BSE) using their electronic trading facilities. The Company shall

not Buyback its equity shares from any person through negotiated deal whether on or off theStock Exchanges or through spot transactions or through any private arrangement in the

implementation of the Buyback.

6. The amount required to be invested by the Company for the Buyback of the equity shares, subject

to a maximum amount of Rs.592.367 lakhs, will be invested from the share premium account

and / or other free reserves of the Company. The Company has adequate funds for this Buyback.

7. The maximum price of Rs.250/- per share has been arrived at taking into consideration factors

inter alia the market price of the equity shares of the Company and other financial parameters.

8. The equity shares of the Company are listed on the Stock Exchange, Mumbai (BSE).

9. The aggregate shareholding of the Promoters Group and other Persons Acting in Concert withthem, as on the date of the Board Meeting (i.e. 17 th March 2005) is 14,90,055 equity shares

constituting 59.02% of the issued, subscribed and paid-up share capital of the Company. During

the period of six months preceding the date of the Board Meeting at which the Buyback wasapproved, i.e. 17 th March 2005, no shares were purchased / sold by the Promoters Group.

10. The Company shall not purchase equity shares under the Buyback from the Promoters or persons

in control of the Company.

11. The Company confirms that there are no defaults subsisting in the repayment of deposits,

redemption of debentures or preference shares or repayment of term loans to any financialinstitutions or banks.

12. The debt-equity ratio of the Company after the Buyback will be well within the limit of 2:1 asprescribed under the Act.

13. The Board confirms :

(i) that it has made the necessary and fully enquiry into the affairs and prospects of the Company

and has formed the opinion :

(a) that immediately following the date of convening of the Board Meeting i.e. 17th March

2005, there will be no grounds on which the Company could be found unable to pay its

debts; and

(b) as regards its prospects for the year immediately following the date of the Board Meeting

i.e. 17th

March 2005, that having regard to its intentions with respect to the managementof the Company’s business during that year and to the amount and character of the

financial resources which will, in the view of the Board, be available to the Company

during that year, the Company will be able to meet its liabilities as and when they falldue and will not be rendered insolvent within a period of one year from the aforesaid

date of the meeting; and

(ii) that in forming its opinion for the above purposes, the Board has taken into account theliabilities as if the Company was being wound up under the provisions of the Companies

 Act, 1956 (including prospective and contingent liabilities).

14. The text of the Report dated 17th March, 2005 received from M/s. S. R. Batliboi & Associates,

Chartered Accountants, the Statutory Auditors of the Company, addressed to the Board of Directors

is reproduced below :

“In connection with the proposed Buyback of equity shares approved by the Board of Directors of 

DIL Limited (the ‘Company’) in terms of the resolution passed at the Board of Directors meetingheld on March 17, 2005 and in terms of the requirements of Clause 24 of Chapter III of the

Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998, and based

on the information and explanations provided to us, we report as follows :

i) We have enquired into the Company’s state of affairs in relation to its audited accounts as at

March 31, 2004.

ii) The amount of permissible capital payment towards Buyback of equity shares (including

share premium), as determined below, is in accordance with first provision to Section 77A(2)(b)

of the Companies Act, 1956 :

Balance as on March 31, 2004 Amount (Rs. in lakhs)

Paid up Equity Share Capital (25,24,803 equity shares of Rs.10 each) 252.48

Share Premium 243.76

General Reserve 3,756.54

Profit and Loss account 1,670.89

Total 5,923.67

Maximum amount permitted for Buyback under section 77A(2)(b) of the Companies Act, 1956  592.37 (i.e., 10% of the total paid up capital and free reserves)

We are not aware of anything to indicate that the Board of Directors has formed their opinion onunreasonable grounds and also nothing has come to our notice to make us believe that the Company,

having regard to its state of affairs, will be rendered insolvent within a period of one year from the dateof such opinion.”

15. The Buyback is expected to be completed within the statutory validity period of the resolution dated

17th March 2005 passed by the Board which at present is twelve months from the date of passing of the said resolution.

16. The Board of Directors of the Company accepts responsibility for the information contained in thisnotice.

For and on behalf of Board of Directors of DIL Limited

Place : Mumbai D. Vasant Kumar Satish Varma

Date : 17th M arc h, 20 05 C ha ir ma n a nd Mana gin g D ir ec tor E xec ut iv e D ir ec tor  

6. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN:

6.1 The Share Capital of the Company as on March 17, 2005 (being the date of Board meeting) is asfollows:

 Authorised :

49,20,000 Equity shares of Rs.10 each

80,000 Unclassified shares of Rs.10 each Rs. 500 lacs

Issued, Subscribed & Paid-up :

25,24,803 Equity shares of Rs.10 each Rs. 252.48 lacs

Notes : Of the above, 13,70,000 Equity shares are allotted as fully paid-up bonus shares by capitalizationof general reserve of Rs.132 lacs and capitalization of share premium of Rs.5 lacs.

6.2 The present shareholding pattern of the Company at opening of business hours on March 18, 2005 isas shown below :

* Assuming that 2,36,946 Equity Shares are bought back at the Maximum Offer Price of Rs. 250/- for 

an aggregate amount of Rs. 592.36 lacs. The shareholding post buyback may differ depending uponthe actual number of equity shares being bought back under the Buyback.

6.3 There are no partly paid up shares or ou tstanding convertible instruments.

6.4 (a) The aggregate shareholding of the promoters, and of the directors of the promoters, and of the

persons who are in the control of the Company and of persons who are acting in concert with

them (hereinafter collectively referred to as “the Promoters”) at the opening of business hours ason March 18, 2005 is 14,90,055 equity shares constituting 59.02% of the paid-up share capital of 

the Company.

(b) The aggregate number of equity shares purchased and sold by the Promoters during a period of 

twelve months preceding the date of this Public Announcement is nil.

(c) With reference to (b) above, the maximum purchase price was Rs. nil on (date, month & year)

and minimum purchase price was Rs. nil on (date, month & year). The maximum sales price was

Rs. nil on (date, month & year) and minimum sale price was Rs. nil on (date, month & year).

7. SOURCES OF FUNDS:

The amount required to be invested by the Company for the Buyback of the equity shares, subject toa maximum amount of Rs.592.36 lakhs, will be invested from the share premium account and / or 

other free reserves of the Company. The Company has adequate funds for this Buyback of equity

shares.

8. LISTING DETAILS AND STOCK MARKET DATA:

8.1 The equity shares of the Company are listed on BSE

8.2 The High, Low and Average market prices for the preceding three calendar years and monthly high,

low and average market prices for the six months preceding the date of this Public Announcementand their corresponding volumes on BSE are as follows:

DIL Limited(Formerly known as Duphar- Interfran Ltd.)

Regd. Office: F/5, Shivsagar Estate, Dr. A.B.Road, Worli, Mumbai - 400 018 Administrative Office: ‘dil’ Complex, S.V. Road, Majiwada, Thane (W) – 400 607.

PUBLIC ANNOUNCEMENTFor the attention of the shareholders/beneficial owners of the equity shares of DIL Limited

This Public Announcement is made pursuant to the provisions of Regulation 8(1) read with Regulation 15(c) of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998,

as amended and contains disclosures as specified in Schedule II to these Regulations.

Offer for Buy Back of Equity Shares from Open Market through Stock Exchange(s).

1. THE OFFER & BUY BACK PRICE :

1.1 DIL Limited (“DIL” or the “Company”) hereby announces the Buy Back of its fully paid-up equity

shares of face value Rs. 10 each (“Equity Shares”) from the existing shareholders / beneficial owners

of the equity shares of DIL (“Buy Back”) through the open market using the nationwide electronictrading facilities of the Stock Exchange, Mumbai (“BSE”) pursuant to Article 7A of the Articles of 

 Association of the Company and in accordance with Sections 77A, 77AA and 77B of the Companies

 Act, 1956 (“the Companies Act”) and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (“the Buy Back Regulations”) at a price not exceeding Rs. 250 per 

equity share (“Maximum Offer Price”) payable in cash, for an aggregate amount not exceeding Rs.592.36 lacs (“Offer Size”) which represents 10% of the Company’s total paid up equity capital and

free reserves as on March 31, 2004 (the date of the last audited accounts).

1.2 The number of equity shares bought back would depend upon the average price paid for the equity

shares bought back and the aggregate consideration paid for such equity shares bought back,subject to the maximum limit of 10% of the total paid up equity capital and free reserves of the

Company, in accordance with the resolution passed by the Board of Directors of the Company(hereinafter referred to as “the Board”), at its meeting held on March 17, 2005 .This is subject to a

further limit of 25% of the total paid-up equity capital of the Company in a financial year as stipulated

in the Companies Act. Hence, there is no fixed minimum or maximum number of equity shares thatthe Company proposes to Buy Back. As an illustration, at the proposed maximum offer price of 

Rs.250 per equity share and for an aggregate consideration amount of Rs. 592.36 lacs, the maximum

number of equity shares that can be bought back would be 2,36,946 equity shares, amounting toapproximately 9.38 % of the total paid up equity capital of the Company as on March 17, 2005.

Should the average purchase price be lower than Maximum Offer Price, the number of equity

shares that can be bought back would be greater, assuming the payment of an aggregateconsideration amount of Rs. 592.36 lacs.

1.3 The Buy Back will be implemented by the Company by way of open market purchases through the

BSE using their nationwide electronic trading facilities. The Company shall not Buy Back its equityshares from any person through negotiated deals, whether on or off the Stock Exchange(s) or 

through spot transactions or through any private arrangement in the implementation of the Buy

Back.

1.4 The maximum amount required by the Company for the said Buy Back aggregating to Rs. 592.36

lacs will be met out of the free reserves and / or the securities / share premium account of theCompany.

2. AUTHORITY FOR THE OFFER OF BUY BACK:

The Board of Directors of the Company at its meeting held on March 17, 2005, approved the proposalfor Buy Back of the Company’s fully paid up equity shares of Rs 10/- each in accordance with the

provisions contained in Article 7A of the Articles of Association of the Company and Sections 77A,

77AA, 77B and all other applicable provisions, if any, of the Companies Act and the provisionscontained in the Buy Back Regulations.

3. BRIEF INFORMATION ABOUT THE COMPANY:

3.1 DIL Limited was established in 1951 by Late Dr. D. V. K. Raju in the name of International FranchisesPrivate Limited.

 After incorporation, the Company was mainly engaged in the business of Toll manufacturing for thepharmaceutical and cosmetics industries. In 1963, the Company established a Joint Venture with

Philips Duphar & Crookes Laboratories for the manufacture and marketing of pharmaceutical products

in India. The name of the Company was then changed to ‘Crookes Interfran Limited’ and then in1971 the name was changed to ‘Duphar Interfran Ltd.’. In the year 1976, the Company’s equity

shares were listed on the Stock Exchange of Bombay (BSE). In 2000, the company demerged its

Pharmaceutical Business into a new company called Duphar Pharma India Ltd. (currently knownas Solvay Pharma India Ltd.) who issued to the shareholders of Duphar Interfran Ltd., 2 equity

shares of Duphar Pharma India Ltd. for every 1 share held in Duphar Interfran Ltd. by the shareholders

at that time, while retaining their original share in Duphar Interfran Ltd. The name of the companywas then changed to DIL Limited.

Currently, DIL is engaged in the business of Research Support Services through its subsidiary

Research Support International Ltd. (RSIL), manufacture and marketing of enzymes and chemicalsthrough its subsidiary Fermenta Biotech Ltd. (FBL), entertainment through its subsidiary White

Stripes Entertainment Ltd. (WSEL) and manufacture and marketing of levitation technology and

wheel chairs through its Joint Venture company, being set up in the Czech Republic.

3.2 The brief audited financial information of the Company for the last three financial years and unauditedfinancial information of the Company for the nine months ended December 31, 2004 is given below:

Rs. in lakhs

Particulars As on As on As on 9 Months

31/3/2002 31/3/2003 31/3/2004 ended

( Au di te d) ( Au di te d) ( Au di te d) 3 1/ 12 /2 00 4

(Unaudited)

Gross Turnover 1,602.24 1,474.97 2,085.00 1,526.55

Net Turnover 1,432.40 1,362.13 1,931.78 1,450.22

Total Income 2,636.15 1,892.63 3,015.89 1,890.37

Earnings bef ore I nt eres t, Depreciat ion and Tax 1 ,145 .73 421 .05 923 .78 351 .58

Profit after Tax 801.28 221.00 691.08 184.13

Equity Dividend 151.49 151.49 151.49 -

Paid-up Equity Share Capital 252.48 252.48 252.48 252.48

Reserves & Surplus 6,240.91 6,291.01 6,811.19 6,995.32

Net Worth 6,493.39 6,543.49 7,063.67 7,247.80

Key Ratios

Earnings per Share (Rs.) 31.74 8.75 27.37 7.29

Book Value per share (Rs.) 257.18 259.17 279.77 287.06

Debt: Equity Ratio 0.28 : 1 0.007 : 1 0 : 1 0.13 : 1

RONW (%) 12.34% 3.38% 9.78% 2.54%

4. NECESSITY FOR BUY BACK :

Considering the changes in the business model of the Company over the years, the Board of Directors of the Company, at its meeting held on March 17, 2005 considered and approved the

proposal for a Buyback of Equity Shares to give an opportunity to the Shareholders to exit, if they

so desire. The amount required to be invested by the Company for the Buyback of the equityshares, subject to a maximum amount of Rs.592.36 lakhs, will be invested from the share premium

account and / or other free reserves of the Company. The Company has adequate funds for this

Buyback of equity shares.

5. DISCLOSURES CONTAINED IN THE PUBLIC NOTICE ISSUED AFTER THE BOARD MEETING

HELD ON MARCH 17, 2005 (Date of Publication 19th March, 2005) :

“PUBLIC NOTICE CONTAINING DISCLOSURES AS SPECIFIED IN SCHEDULE I UNDERSECURITIES & EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) REGULATIONS,

1998.

This public notice is being issued by the Board of Directors of DIL Limited in compliance with theSecurities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (hereinafter 

referred to as “the Buy Back Regulations”) and subsequent amendments thereto and the

Companies Act, 1956 as amended from time to time (hereinafter referred to as “the Act”). Thecontents of the explanatory statement discussed in the Board Meeting is as follows :

1. The first provision to Section 77A(2)(b) of the Companies Act, 1956 read with the BuybackRegulations, permits Buyback of equity shares of a Company up to 10% of the paid-up equity

share capital and free reserves by means of a resolution passed by its Board of Directors.

The Board of Directors of DIL Limited (hereinafter referred to as the ‘Company’) at its meetingheld on 17th March 2005, approved the proposal for buyback of the Company’s own fully paid-

up equity shares of Rs.10/- each to the extent of or less than 10% of the paid-up equity capital

and free reserves of the Company, however not exceeding 25% of the paid-up share capital of 

the Company, at a price not exceeding Rs.250/- per equity share and the total amount of consideration not exceeding Rs.592.367 lakhs (hereinafter referred to as the ‘Buyback’), fromthe open market in accordance with the provisions contained in Article 7A of the Articles of 

 Association of the Company and Sections 77A, 77B and all other applicable provisions of the

 Act and the provisions contained in the Buyback Regulations.

2. The number of equity shares bought back would depend upon the average price paid for the

equity shares bought back and the aggregate consideration paid for such equity shares bought

back. As an illustration, at the proposed maximum offer price of Rs.250/- per equity share andfor an aggregate consideration amount of Rs.592.367 lakhs, the maximum number of equity

shares bought back would be 2,36,946 equity shares, amounting to approximately 9.39% of 

the paid-up equity capital as on 17th March, 2005. Should the average purchase price be lower than Rs.250/- per equity share, the number of equity shares bought back would be greater,

assuming the payment of an aggregate consideration amount of Rs.592.367 lakhs. Hence,

there is no fixed minimum or maximum number of equity shares that the Company proposes tobuyback, subject to the maximum limit of 10% of the total paid-up share capital and reserves of 

the Company, in accordance with the resolution of the Board of Directors of the Company

passed on 17th March, 2005. This is subject to a further limit of 25% of the total paid-up equityshare capital in a financial year as per the Act.

3. The issued and subscribed capital of the Company as at 17th March, 2005 is Rs.252.48 lakhs

divided into 25,24,803 fully paid-up equity shares of Rs.10/- each. Free reserves as on 31st

March, 2004 amounted to Rs.5671.19 lakhs. The Company has duly filed appropriate returnswith the Registrar of Companies, Maharashtra in respect of the entire issued and subscribed

equity share capital.

4. Considering the changes in the business model of the Company over the years, the Board of Directors of the Company, at its meeting held on 17th March, 2005 considered and approved

the proposal for a Buyback of Equity Shares to give an opportunity to the Shareholders to exit,if they so desire.

Particulars No. of Equity % of existing No. of shares % of post

Shares equity capital post buyback* buyback

equity capital*

Promoters 1490055 59.02 1490055 65.13

Financial Institutions 174 0.01 174 0.01

Public 1034574 40.97 797628 34.86

Total 2524803 100 2287857 100