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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is sent to you as shareholder(s) of Indian Petrochemicals Corporation Limited ("IPCL"). If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or Manager to the Offer/Registrar to the Offer. In case you have recently sold your shares in IPCL, please hand over this Letter of Offer and the accompanying Form of Acceptance-cumAcknowledgement and Transfer Deed to the member of stock exchange through whom the said sale was effected. CASH OFFER by Reliance Petroinvestments Limited (" RPiL") Floor, Shree Ram Mills Premises, Ganpat Rao Kadam Marg, Worli, Mumbai 400 013 Tel No.(022) 491 6000; Fax No. (022) 491 8342 and Persons Acting in Concert: Reliance Industries Limited ("RIL") Regd. Office: 3rd Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021 Tel No.(022) 283 1633 ; Fax No. (022) 204 2268 Reliance Ventures Limited ("RVL") Regd. Office: Shree Ram Mills Premises, Ground Floor, Ganpat Rao Kadam Marg, Worli, Mumbai 400 013 Tel No.(022) 491 6000; Fax No. (022) 491 8342 Reliance Capital Limited ("RCL") Regd. Office: Avdesh House, 2nd Floor, Pritam Nagar, 1st Slope, Ellisbridge, Ahmedabad ­ 380 006 Tel No.(079) 657 6895; Fax No. (079) 657 8070 Reliance Power Ventures Limited ("RPVL") Regd. Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021 Tel No.(022) 282 6070; Fax No. (022) 204 2268

Regd. Office: Brindavan, 2nd

for the purchase of up to 4,96,45,125 fully paid-up equity shares representing 20% of the total voting capital of Indian Petrochemicals Corporation Limited ("IPCL ") Regd. Office: P.O. Petrochemicals, Dist. Vadodara ­ 391 346, Gujarat. Tel No.(0265) 265091; Fax No. (0265) 266164 at Rs.231/- per Equity Share Attention: (1) This Offer is being made in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof ("Regulations") (2) No statutory approval is required to complete the Offer except the approval from the Reserve Bank of India ("RBI") under Foreign Exchange Management Act, 1999 ("FEMA") to acquire the shares from nonresident shareholders. On closure of the Offer, the Acquirer on behalf of such non-resident shareholders would make the requisite application to RBI to obtain permission under FEMA to enable the Acquirer to acquire their shares. As on the date hereof there are no other statutory approvals required to implement this offer. (3) If there is any upward revision of the Offer price by the Acquirer till the last date for revision viz. 8th August, 2002 or withdrawal of the Offer, the same would be informed by way of a Public Announcement in the same newspapers in which the original Public Announcement had appeared. Such revised Offer Price would be payable for all the shares tendered anytime during the Offer and accepted under the Offer. (4) In terms of Regulation 25(2A) of the Regulations, no public announcement for a competitive bid shall be made in relation to this Offer. (5) Shareholders, who have accepted the offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer, cannot withdraw the same. (6) A copy of the Public Announcement and Letter of Offer (including Form of Acceptance-cum-Acknowledgement) is also available on SEBI's web-site (www.sebi.gov.in). MANAGER TO THE OFFER ICICI Securities and Finance Company Limited 41/44, Minoo Desai Marg, Colaba, Mumbai ­ 400 005. Phone: (022) 2882460 Fax: (022) 2837045 Email: [email protected] Contact Person: Mr. Mehul Savla Schedule of the Major Activities of the Offer Public Announcement (PA) Date Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent) Date by which Letter of Offer will be despatched to the shareholders Date of Opening of the Offer Date of Closing of the Offer Last date for revising the Offer Price / Number of Shares Date by which acceptance / rejection would be intimated and the corresponding payment for the acquired shares and/or the share certificates for the rejected shares will be despatched REGISTRAR TO THE OFFER Karvy Consultants Limited Karvy House, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500 034. Phone : (040) 3320666, Fax: (040) 3323058 Email : [email protected] Contact Person : Mr. Praveen Chaturvedi 27th May, 2002 (Monday) 31st May, 2002 (Friday) 8th July, 2002 (Monday) 24th July, 2002 (Wednesday) 22nd August, 2002 (Thursday) 8th August, 2002 (Thursday) 21st September, 2002 (Saturday)

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Table of Contents

Clause No. 1 2 3 4 5 6 7 8 9 Attached Particulars Disclaimer clause Details of the Offer Background of the Acquirer and PACs Background of IPCL Offer Price and financial arrangements Terms and conditions of the Offer Procedure for acceptance and settlement of the Offer Documents for inspection Declaration by the Acquirer (including PACs) Form of Acceptance-cum-Acknowledgement & Blank Transfer Deed (for holders of equity shares in physical form) Page 3 3 5 14 16 18 19 22 23

Definitions

Acquirer/ RPiL Act Agreement ASE BrSE Bid Price BSE CDSL CSE Date of opening (announcement of successful bidder) of financial bids Date of Shareholders' Agreement DP DSE Eligible Persons for the Offer Reliance Petroinvestments Limited The Companies Act, 1956 Share Purchase Agreement dated 21st May, 2002 executed between the GOI, IPCL and RPiL The Stock Exchange, Ahmedabad Bangalore Stock Exchange Limited Price at which shares were acquired from the Government of India under the Agreement i.e. Rs.231/- per Share The Stock Exchange, Mumbai Central Depository Services (India) Limited The Calcutta Stock Exchange Association Limited 18th May, 2002 4th June, 2002 Depository Participant Delhi Stock Exchange Association Limited Registered Shareholders of IPCL and Unregistered persons who own the equity shares of IPCL, anytime before the closure of the Offer, except the Government of India, Acquirer, PACs and directors of Acquirer/PACs Foreign Exchange Management Act, 1999 Form of Acceptance-cum-Acknowledgement The Government of India This Letter of Offer dated 4th July, 2002 ICICI Securities and Finance Company Limited Madras Stock Exchange Limited Non-resident Indians National Securities Depository Limited The National Stock Exchange of India Limited Offer for acquisition of up to 4,96,45,125 fully paid-up equity shares of face value of Rs.10/each of IPCL representing 20% of the total voting capital at a price of Rs.231/- per Share, payable in cash From 24th July, 2002 to 22nd August, 2002 Rs.231/- per Share The persons acting in concert with the Acquirer for the purpose of this Offer, viz., Reliance Industries Limited ("RIL"), Reliance Capital Limited ("RCL"), Reliance Ventures Limited ("RVL") and Reliance Power Ventures Limited ("RPVL") Public Sector Undertaking Announcement of the Offer made by the Acquirer on 27th May, 2002 The Reserve Bank of India Karvy Consultants Limited, Hyderabad The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof The Securities and Exchange Board of India Fully paid up equity share(s) of face value of Rs.10/- each of IPCL Agreement dated 4th June, 2002 executed between the GOI and RPiL 31st May, 2002 Indian Petrochemicals Corporation Limited Vadodara Stock Exchange Limited

FEMA Form of Acceptance GOI Letter of Offer Manager/ Manager to the Offer MSE NRIs NSDL NSE Offer

Offer Period Offer Price Persons Acting in Concert / PACs

PSU Public Announcement / PA RBI Registrar / Registrar to the Offer / Karvy Regulations SEBI Share(s) / Equity Share(s) Shareholders' Agreement Specified Date Target Company / IPCL VSE

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1.

DISCLAIMER CLAUSE IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF IPCL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER / PERSONS ACTING IN CONCERT OR OF THE COMPANY WHOSE SHARES / CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUEDILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, ICICI SECURITIES AND FINANCE COMPANY LIMITED HAS SUBMITTED A DUE-DILIGENCE CERTIFICATE DATED 7th JUNE, 2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

2. 2.1 2.1.1 2.1.2

DETAILS OF THE OFFER Background of the Offer The Offer to the shareholders of IPCL is being made in compliance with Regulation 10 and Regulation 12 of the Regulations, pursuant to the substantial acquisition of Shares and change in control / management of IPCL. Reliance Petroinvestments Limited ("RPiL") a company incorporated under the Act and having its registered office at Brindavan, 2nd Floor, Shree Ram Mills Premises, Ganpat Rao Kadam Marg, Worli, Mumbai 400 013 has entered into a Share Purchase Agreement dated 21st May, 2002 with the Government of India (President of India, acting through and represented by the Joint Secretary, Department of Chemicals and Petrochemicals, Ministry of Chemicals and Fertilizers, Government of India, Shastri Bhawan, New Delhi 110 001, Tel.No. (011) 338 5131, Fax No. (011) 3073050) and IPCL pursuant to which RPiL has, on 4th June, 2002 entered into a Shareholders' Agreement with the GOI and acquired from the GOI a part of its shareholding in IPCL constituting 6,45,38,662 Shares, representing 26% of the total voting capital of Indian Petrochemicals Corporation Limited ("IPCL") at a price of Rs.231/- per Share ("Bid Price") by payment in cash. Up to the time of execution of the Shareholders Agreement on 4th June, 2002, IPCL was a public sector undertaking ("PSU") in terms of the Regulations having its registered office at P.O. Petrochemicals, Dist. Vadodara 391 346, Gujarat. Pursuant to the acquisition of the above shares by RPiL, the shareholding of GOI in IPCL is reduced to 8,42,61,338 equity shares representing 33.95% of the total voting capital of IPCL. The key terms and conditions of the Share Purchase Agreement dated 21st May, 2002 and the Shareholders' Agreement dated 4th June, 2002 are as follows: (a) The Board of Directors of IPCL shall be reconstituted upon the Closing Date i.e. 4th June, 2002 with management control vested in RPiL; (b) On Closing Date, RPiL shall pay the consideration to GOI and the shares under the Agreement would be transferred to RPiL; (c) If the GOI desires to sell all or any of the voting equity shares of IPCL held by it during the 4 (four) year period commencing the Closing Date, or if RPiL desires to sell all or any of the purchased shares or any other voting equity shares of IPCL acquired pursuant to Shareholders' Agreement, GOI or RPiL, as the case may be, shall first offer to sell such voting equity shares of IPCL to each other; (d) The GOI has, for a period of one year after the expiry of two years from the Closing Date, additional right of a put option requiring RPiL to purchase from the GOI some or all of the shares held by the GOI at that time; (e) In the event the GOI does not exercise the put option, then, upon expiry of three years from the Closing Date and for a period of one year, thereafter, RPiL shall have the option requiring the GOI to sell to RPiL, all but not less than all of the shares held by GOI in IPCL at that time; and (f) In case of non-compliance of any provisions of the Regulations by the Acquirer, transfer of shares or change of management or control of IPCL shall vest back with the GOI and the Acquirer shall be liable to such penalty as may be prescribed in the Agreement. For the purpose of this Offer, Reliance Industries Limited ("RIL"), Reliance Capital Limited ("RCL"), Reliance Ventures Limited ("RVL") and Reliance Power Ventures Limited ("RPVL") are Persons Acting in Concert (PACs) with the Acquirer. RCL and RVL (as a wholly owned subsidiary of RIL) each currently hold 50% of the issued and paid up share capital in RPiL.

2.1.3

2.1.4

2.1.5

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2.1.6

The PACs and their directors collectively held 5,370 equity shares of IPCL as on the date of the Public Announcement, as follows: Name, Relationship with Acquirer / PACs RCL R. H. Ambani, Director, RIL M. P. Modi, Director, RIL D. V. Kapur, Director, RIL Total Number of equity shares 2,170 1,700 1,000 500 5,370

During the period of last twelve months, 6,500 equity shares of IPCL were acquired and 4,500 equity shares of IPCL were sold by PACs/ their directors, the details whereof are given below: Name, Relationship with Acquirer / PAC R. H. Ambani Director, RIL D. V. Kapur Director, RIL Date 21.12.01 12.02.02 30.04.02 04.12.01 26.04.02 29.04.02 Number of equity shares 5,000 2,000 1,500 1,500 500 500 Rate (Rs. per equity share) 53.05 81.10 106.10 55.32 99.25 106.52 Acquisition/ Sale Acquisition Sale Sale Acquisition Sale Sale

Other than the shareholding as mentioned above, none of the Acquirer, PACs or any of their directors held any shares of IPCL, as on the date of the Public Announcement. 2.1.7 Pursuant to Regulation 10 and 12 of the Regulations i.e. upon substantial acquisition of Shares and change in control / management of IPCL, RPiL is making an offer to the public shareholders of IPCL to acquire up to 4,96,45,125 Shares representing 20% of the total voting capital at a price of Rs.231/- per Share ("Offer Price") payable in cash ("the Offer") subject to Terms and Conditions mentioned hereinafter. The Offer is made to all the shareholders of IPCL (other than GOI, RPiL, PACs and directors of RPiL/PACs). In terms of Regulation 11(3) of the Regulations, RPiL shall not be required to make another public announcement at the subsequent stage of further acquisition of shares, if any, as stated in para 2.1.4 above. The Acquirer, PACs and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued u/s 11B of the SEBI Act or under any of the regulations made under the SEBI Act.

2.1.8 2.1.9

2.1.10 Pursuant to the Share Purchase Agreement and the Shareholders' Agreement, RPiL has acquired management control over IPCL and has also reconstituted the Board of Directors of IPCL, as on the Closing Date i.e. 4th June, 2002 in conformity with the Regulations. The following Directors representing the Acquirer, have been appointed on the Board of Directors of IPCL with effect from 4th June, 2002 i.e. Mr. Mukesh D. Ambani, Mr. Nikhil R. Meswani, Mr. K .G. Ramanathan, Mr. Anand Jain, Mr Kamal P. Nanavaty and Mr. S. K. Anand. 2.2 2.2.1 Details of the Offer The Public Announcement was made on 27th May, 2002 in the following newspapers in accordance with Regulation 15 of the Regulations: Newspapers The Indian Express Language English Editions Ahmedabad, Bangalore, Belgaum, Bhuvaneshwar, Chandigarh, Chennai, Coimbatore, Hyderabad, Kochi, Kozhikode, Madurai, Mumbai, Nagpur, New Delhi, Pune, Shimoga, Thiruvananthapuram, Vadodara, Vijayawada and Vishakapatnam Ahmedabad Kolkata and New Delhi Ahmedabad, Bhavnagar, Mumbai, Rajkot, Surat and Vadodara Ahmedabad, Bhavnagar, Rajkot, Surat and Vadodara Vadodara Ahmednagar, Mumbai, Nagpur and Pune

The Times of India Jansatta Gujarat Samachar Sandesh Loksatta Loksatta

English Hindi Gujarati Gujarati Gujarati Marathi

The Public Announcement is also available on the SEBI website at www.sebi.gov.in. 2.2.2 Pursuant to and subject to the terms and conditions of this Letter of Offer, the Acquirer is hereby making an Offer to the equity shareholders of IPCL to acquire from them up to 4,96,45,125 Shares (representing 20% of the total voting capital) at a price of Rs. 231/(Rupees Two Hundred and Thirty One only) per Share, payable in cash. Any upward revision in the Offer with respect to the Offer Price will be announced in the above mentioned newspapers and same price would be payable by the Acquirer for all the shares tendered anytime during the Offer. The shares will be acquired by the Acquirers / PACs, free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights declared hereafter. There are no outstanding partly paid up shares of IPCL. The Offer is not conditional on any minimum level of acceptance i.e. the Acquirer will acquire all the Shares that are tendered in terms of the Offer up to 4,96,45,125 Shares, subject to the conditions specified in this Letter of Offer and Form of Acceptance-cumAcknowledgement.

2.2.3 2.2.4 2.2.5

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2.2.6 2.3 2.3.1

The Acquirer and PACs have not acquired any equity shares of IPCL since the date of the Public Announcement and up to the date of this Letter of Offer, except the Shares acquired under the Agreement. Object of the Acquisition / Offer RPiL alongwith Reliance Industries Limited, the PAC is pursuing opportunities in manufacturing, marketing and distribution of petrochemical products across the country in an economical and efficient manner. The manufacturing/ marketing infrastructure provided by IPCL represents a strategic fit in RIL's objective of capturing value across the entire petro-product chain. The acquisition of IPCL is expected to yield the following benefits: (a) leverage Reliance's proven capabilities of achieving optimal plant capacity utilisation through operational efficiencies and low cost debottlenecking of capacities and financial engineering skills; (b) endeavour to transform IPCL into a globally competitive corporation by incorporating globally accepted business practices and procedures; (c) benefit the customers of the downstream industry by way of access to wider product range and improved supply chain management; (d) enhance market leadership in all its major products, thereby enhancing its ability to capture world markets and service the global customer base; (e) associate and contribute in product development and research facilities especially in the area of catalyst development, process optimisation and safety.

2.3.2

3. 3.1 3.1.1

BACKGROUND OF THE ACQUIRER AND PACs Reliance Petroinvestments Limited Reliance Petroinvestments Limited ("RPiL" or the "Acquirer") is an unlisted company incorporated under the Act and having its registered office at Brindavan, 2nd Floor, Shree Ram Mills Premises, Ganpat Rao Kadam Marg, Worli, Mumbai 400 013. RPiL was originally incorporated on 28th July, 1999 as WorldTel India Holdings Private Limited. The company became a deemed public company by virtue of section 43-A(1) of the Act effective 28th April, 2000. The name of the company has been changed to Reliance Petroinvestments Limited with effect from 19th December, 2001. RPiL is engaged in non banking financial activities. RPiL is registered with the Reserve Bank of India (RBI) under Section 45IA of the RBI Act, 1934 vide Certificate of Registration No.N-13.01549 dated 30th January, 2002 to carry on the business of Non Banking Financial Institution. The registration of RPiL is valid as on date. The Issued and Paid-up equity share capital consisting of 88,77,554 Shares aggregating a nominal value of Rs.8,87,75,540/- is held to the extent of 50 per cent by RCL and the remaining 50% of the paid-up equity share capital is held by RVL (RVL is a wholly owned subsidiary of RIL). The Acquirer is a member of the Reliance group. With reference to IPCL, RPiL, for itself and on behalf of PACs, has complied with the relevant provisions of Chapter II of the Regulations which set forth the reporting and disclosures requirements for acquisition of 5% or more of a company's shares. The Board of Directors of RPiL is as below: Name Ajeet Varma A.V. Betkekar Jyotindra Thacker Residential Address A-101 Falcon Castle CHS,Senapati Bapat Marg, Lower Parel, Mumbai 400 013. A/7 Green Acres Bungalows Society, Din Quarry Road, Panjarapol, Deonar, Chembur, Mumbai 400 088. 111/2 Geeta Building, Sion (West), Mumbai 400 022.

3.1.2

3.1.3

3.1.4 3.1.5

None of these directors are on the Board of Directors of IPCL 3.1.6 The financial details of RPiL are given below: (in Rs. Lakhs) Profit and Loss Statement (Audited) Income from operations Other income Total Income Total Expenditure Profit before Depreciation, Interest and Tax Depreciation Interest Profit Before Tax Provision for Tax Profit After Tax Financial year ended March 31, 2002 (Unaudited) -- 35.52 35.52 71.38 (35.86) -- -- (35.86) 6.50 (42.36) Financial Year ended March 31, 2001 -- 69.90 69.90 137.65 (67.75) -- -- (67.75) 28.00 (95.75) For the period ended March 31, 2000 -- 4.10 4.10 7.66 (3.56) -- -- (3.56) 1.25 (4.81)

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(in Rs. Lakhs) Balance Sheet Statement (Audited) Sources of Funds Paid-up Equity Share Capital Paid-up Preference Share Capital Reserves and surplus (excluding revaluation reserves) Net Worth Share application money Secured Loans Unsecured Loans Total Uses of Funds Net fixed Assets Revaluation of Assets Investments Net Current Assets Total misc. exp. not written-off Total Other Financial Data (Audited) Dividend (%) Earnings Per Share (Rs.) Return on Net Worth (%) Book Value per Share (Rs.) 3.1.7 3.2 3.2.1 RPiL has not promoted any company since its incorporation. Persons Acting in Concert for the purpose of the Offer: Reliance Industries Limited ("RIL"), the flagship Company of the Reliance Group is India's largest private sector enterprise. RIL was incorporated on 8th May, 1973 under the Act and has its registered office at 3rd floor, Maker Chambers IV, 222, Nariman Point, Mumbai ­ 400 021. RIL is a major player in the Indian polyester and petrochemicals sector, having a wide range of operations from producing crude oil and gas, to polyester and polymer products, and is vertically integrated to the production of textiles. RIL enjoys market leadership in virtually all its products in India and captures value at every stage of its operations, with its world-scale capacities, modern and integrated facilities, globally competitive operations, international quality products, an extensive nation-wide marketing and distribution infrastructure and strong customer relationships. The main promoters of RIL are Mr. Dhirubhai H. Ambani, Mr. Mukesh D. Ambani and Mr. Anil D. Ambani. The equity shares of RIL are listed on the ASE, BrSE, CSE, MSE, Cochin Stock Exchange, DSE, Kanpur Stock Exchange, BSE, NSE and Pune Stock Exchange. The market price of equity shares of RIL as on the date of PA was Rs. 269.35 (Closing price on NSE, Source: The Economic Times dated 28th May, 2002). The Global Depository Shares of RIL are listed on the Luxembourg Stock Exchange. In the matter of acquisition of equity shares of Larsen & Toubro Limited by RIL, SEBI has passed an order imposing a monetary penalty of Rs.4.75 lakhs on RIL, which has been paid by RIL. The Board of Directors of RIL is as below: Name Dhirubhai H. Ambani (Chairman) Mukesh D. Ambani (Vice Chairman & Managing Director ) Anil D. Ambani (Managing Director) Nikhil R. Meswani Executive Director Hital R. Meswani Executive Director Hardev Singh Kohli Executive Director Mansingh L. Bhakta Ramniklal H. Ambani Udupi Mahesh Rao S. Venkitaramanan Yogendra P. Trivedi Tonse Ramesh U. Pai Dharamvir Kapur Mahesh Prasad Modi Residential Address Sea Wind, 39, Cuffe Parade, Colaba, Mumbai 400 005. Sea Wind, 39, Cuffe Parade, Colaba, Mumbai 400 005. Sea Wind, 39, Cuffe Parade, Colaba, Mumbai 400 005. 242 Rambha, 66, Napeansea Road Mumbai 400 006. 21, Krishna Kunj Walkeshwar, Mumbai 400 026. President Bungalow RIL Site, P.O. Bhatha, Village Mora, Hazira Road, Surat 4,Sagar Villa, 38 Bhulabhai Desai Road, Mumbai 400 026. Vimal House, Navrangpura, Ahmedabad 380 014. Heritage Estate, Flat No.1202, Block XI, Dodda Ballapur Road, Yelahanka, Hobli, Bangalore - 560 064. 19 Crescent Avenue, Keshava Perumal Puram, Chennai 600 028. `Mistry Manor', 62-A Napeansea Road, Mumbai 400 006. `Chitrakala', No.5, Ananthnagar, Manipal 576 119. 405 Aradhana Apartments, Sector 13, R.K. Puram, New Delhi 110 066. D-92, Sector 27, Noida 201 301, Uttar Pradesh As at March 31, 2001 887.76 -- (100.56) 787.20 -- -- -- 787.20 -- -- -- 753.92 33.28 787.20 As at March 31, 2001 -- (1.08) (12.16) 8.87 As at March 31, 2000 0.02 -- (4.81) (4.79) 870.00 -- -- 865.21 -- -- 765.07 56.84 43.30 865.21 As at March 31, 2000 -- (2406.91) (100.42) (2397)

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Of the above, Mr. Mukesh D. Ambani and Mr. Nikhil R. Meswani have been appointed as Directors of IPCL pursuant to the Shareholders' Agreement dated 4th June, 2002. The financial information of RIL for the years ended 31st March 1999, 2000 and 2001 as certified by M/s Chaturvedi & Shah, Chartered Accountants vide their certificate dated 21st May, 2002 and for the year ended 31st March, 2002 (Unaudited) is as under: (in Rs. Crores) Profit and Loss Statement (Audited) Financial year ended March 31,2002 (Unaudited) 25,031.81 574.93 (389.68) 25,217.07 19,916.47 5,300.60 1,735.39 931.46 2,633.75 358.33 2,992.08 178.00 Financial year ended March 31, 2001 28,008.25 382.63 317.94 28,708.82 23,147.10 5,561.72 1,565.11 1,215.99 2,780.62 2,780.62 135.00 Financial year ended March 31, 2000 20,301.39 687.30 343.68 21,332.37 16,585.76 4,746.61 1,278.36 1,008.00 2,460.25 2,460.25 57.00 Financial year ended March 31, 1999 14,553.26 607.55 (152.43) 15,008.38 11,690.84 3,317.54 855.04 728.81 1,733.69 1,733.69 30.00

Income from operations Other income Variation in Stock Total Income Total Expenditure Profit before Depreciation Interest & Extraordinary Income Depreciation (net) Interest Profit Before Tax & Extraordinary Income Extra ordinary income Profit Before Tax Provision for Tax (including Deferred tax of Rs.44 Crores for March 2002) Profit After Tax

2,814.08

2,645.62

2,403.25

1,703.69 (in Rs. Crores)

Balance Sheet Statement (Audited) Sources of Funds Paid-up Equity Share Capital Paid-up Preference Share Capital Reserves and surplus (excluding revaluation reserves) Net Worth Revaluation Reserve Securitisation of future receivables Secured Loans Unsecured Loans Total Uses of Funds Net fixed Assets (including revaluation of assets) Capital work in progress Investments Net Current Assets Total Other Financial Data (Audited) Dividend (%) Earnings Per Share (Rs.) Return on Net Worth (%)* Book Value per Share (Rs.)**

As at March 31 2001 1,053.49 10,941.10 11,994.59 2,770.78 4,068.40 6,067.39 24,901.16 13,514.46 512.38 6,726.11 4,148.21 24,901.16 As at March 31 2001 42.50 25.1 20.0 113.83

As at March 31 2000 1,053.45 292.95 9,865.29 11,211.69 2,771.06 5,988.11 5,532.13 25,502.99 15,116.89 331.42 6,066.56 3,988.12 25,502.99 As at March 31 2000 40.00 22.4 21.8 103.61

As at March 31 1999 933.39 252.95 8,411.94 9,598.28 2,771.06 965.02 5,477.64 5,207.65 24,019.65 11,958.40 3,437.83 4,294.59 4,328.83 24,019.65 As at March 31 1999 37.50 18.0 19.0 100.09

* Adjusted for CWIP and Revaluation Reserve **Adjusted for Revaluation Reserve

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M/s. Chaturvedi & Shah, the Auditors have stated that i. (a) In Financial Year 2000-2001 RIL has changed the method of depreciation from straight line method to Written Down Value method with effect from 1-4-2000, for Cracker and Aromatic plants at Hazira on account of technological advancements and obsolescence and for buildings, electrical installations, factory equipment, furniture and fixtures and vehicles, other than those situated at Jamnagar to provide for timely replacement. In compliance with Accounting standards (AS-6) issued by the Institute of Chartered Accountants of India, depreciation has been recomputed from the date of commissioning of these plants at WDV rates applicable to those years. Consequent to this, there is an additional charge for depreciation during the year of Rs.835.03 Crores due to the said change which relates to the previous years and an equivalent amount has been withdrawn from the General Reserve and credited to the Profit and Loss Account. Had there been no change in the method of depreciation, the charge for the year would have been lower by Rs.163.20 Crores, excluding the charge relating to the previous years. Consequently, the Net Block of Fixed Assets and Reserves and Surplus are lower by Rs.998.23 Crores. (b) The gross block of Fixed Assets include Rs.2770.78 Crores on account of revaluation of fixed assets carried out in the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs.236.59 Crores and an equivalent amount has been withdrawn from the General Reserve and credited to Profit and Loss Account. In Financial Year 1999-2000 RIL has, on account of technological advancements and increase in obsolescence, change the method of depreciation for its plant and machinery at Hazira commissioned between 1.4.1995 and 31.3.1999 except cracker and aromatics plants from Straight Line Method to Written Down Value Method with effect from April 1, 1999. In Compliance with the Accounting Standards (AS-6) issued by the Institute of Chartered Accountants of India, depreciation has been recomputed from the date of commissioning of these plants at WDV rates applicable to those years. Consequent to this there is an additional charge for depreciation during the year of Rs.881.17 Crores due to the said change which relates to the previous year and an equivalent amount has been withdrawn from General Reserve and credited to Profit & Loss Account. Had there been no change in the method of depreciation, the charge for the year would be lower by Rs.299.86 Crores excluding the charge relating to the previous years. Consequently, the net block of fixed assets and reserves and surplus are lower by Rs.1,181.03 Crores. (b) The gross block of Fixed Assets include Rs.2,771.06 Crores on account of revaluation of fixed assets carried out in the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs.374.06 Crores and an equivalent amount has been withdrawn from the General Reserve and credited to Profit and Loss Account. In Financial Year 1998-1999 RIL has, on account of technological advancements and increase in obsolescence, change the method of depreciation for its plant and machinery at Naroda and all power plants, ships, aircraft and computer systems from Straight Line Method to Written down Method with effect from April 1,1998. In compliance with Accounting Standards (AS-6) issued by the Institute of Chartered Accountants of India, depreciation has been recomputed from the date of commissioning / installation of these plants, computer systems, acquisition of ships and aircraft at WDV rates applicable to those years. Consequent to this there is an additional charge for depreciation during the year of Rs.193.36 Crores due to the said change which relates to the previous years and an equivalent amount has been withdrawn from General Reserve and credited to Profit and Loss Account. Had there been no change in the method of depreciation, the charge for the year would have been lower by Rs.35.73 Crores, excluding the charge relating to the previous years due to revaluation. Consequently, the Net Block of Fixed Assets and Reserves & Surplus are lower by Rs.229.09 Crores. (b) The gross block of Fixed Assets include Rs.2,771.06 Crores on account of revaluation of fixed assets carried out in the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs.728.26 Crores and an equivalent amount has been withdrawn from the General Reserve and credited to Profit and Loss Account. There were no adjustments / rectification required for any incorrect accounting policies or failures to make provisions or other adjustments, which resulted in audit qualifications. There was no material amount in the Profit and Loss Account for the period ended 31st March, 2001, relating to adjustments for last three years which require adjustment in arriving at the profits of the years to which they relate. There was no change in the last three years in the accounting policies regularly employed by RIL. There were no extraordinary items accounted in the said Profit and Loss Account. The revaluation reserve in the books of RIL has been deducted from Reserves and Surplus. The Net Worth has been arrived at after such deduction. In Financial Year 2001-2002 (Unaudited) RIL has changed the basis of providing depreciation from Straight-line Method to Written Down Value Method in respect of certain assets at Jamnagar. The profit for the year would have been higher by Rs.230 Crores had there been no such change in the method of providing depreciation. Consequent to the change, in the basis of providing depreciation from Straight Line Method to Written Down Value Method, there is an additional charge towards depreciation of Rs.442 Crores in respect of earlier years which has been adjusted against the amount withdrawn from General Reserve.

ii. (a)

iii. (a)

M/s. Chaturvedi & Shah, have further stated that (a) (b) (c) (d) (e) iv. (a)

(b)

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The shareholding pattern of RIL as on 31st March, 2002 is as follows: Sl. No 1. 2. 3. Shareholder's Category Promoters/PAC FIIs/GDRs/Mutual Funds/FIs/Banks Public/Others Total Paid-Up Capital No. & Percentage of shares held No. of shares % 46,12,71,402 43.77 39,48,53,117 37.47 19,76,32,508 18.76 105,37,57,027 100.00

Presently, the subsidiaries / other major companies promoted by RIL are Reliance Petroleum Limited ("RPL"), RCL, RVL and RPVL. The information in respect of RCL, RVL and RPVL is disclosed in the subsequent paras and the information in respect of RPL is as under: Reliance Petroleum Limited is a listed company incorporated on 4th September, 1991. RPL owns and operates the largest grassroot refinery in the world with a capacity of 27 mmtpa. The market price of equity shares of RPL as on the date of PA was Rs. 23.65 (Closing price on NSE, Source: The Economic Times dated 28th May, 2002). RPL has been proposed to be amalgamated with RIL. The Scheme of Amalgamation has been approved by the Board of Directors and shareholders of both RIL and RPL and the said Scheme is pending sanction of the Hon'ble High Court of Gujarat at Ahmedabad. Subsequent to the public announcement the Hon'ble High Court of Judicature at Bombay has approved the said Scheme of amalgamation. The shareholding pattern of RPL as on 31st March, 2002 is as follows: Sl. No 1. 2. 3. Shareholder's Category Promoters/PAC FIIs/GDRs/Mutual Funds/FIs/Banks Public/Others Total Paid-Up Capital The financial information of RPL is as under: (in Rs. Crores) Particulars (Audited) Total Income Profit after Tax Equity Share Capital Warrant Equity Shares Reserves EPS (Rs.)* Book Value per share (Rs.)** *Profit after Tax / No. of equity shares 3.2.2 Financial year ended March 31 2001 31,052.85 1,463.55 4,748.81 481.06 3,497.42 3.08 17.35 Financial year ended March 31 2000 4,299.49 962.13 1,830.92 14.24 Financial year ended March 31 1999 1,330.47 1,154.63 433.22 13.20 No. & Percentage of shares held No. of shares 339,40,98,140 74,10,93,688 106,64,75,072 520,16,66,900 % 65.25 14.25 20.50 100.00

**(Equity Share Capital + Reserves) / No. of equity shares

Reliance Capital Limited ("RCL") is a public limited company incorporated under the Act having its registered office at Avdesh House, 2nd Floor, Pritam Nagar, 1st Slope, Ellisbridge, Ahmedabad ­ 380 006 and is also an RBI registered Non Banking Financial Institution. RCL, India's largest private sector financial services company in terms of its Net Worth of over Rs.1,250 Crores, was promoted by RIL, and was incorporated on 5th March, 1986. RCL has established its presence in the financial services sector. RCL has approximately 3,00,000 shareholders, and its equity shares are listed on ASE, BSE and NSE. The market price of equity shares of RCL as on the date th of PA was Rs. 48.55 (Closing price on NSE, Source: The Economic Times dated 28 May, 2002). RCL is a member of the Reliance group. The shareholding pattern of RCL as on 31st March, 2002 is as follows: Sl. No 1. 2. 3. Shareholder's Category Promoters/PAC FIIs/GDRs/Mutual Funds/FIs/Banks Public/Others Total Paid-Up Capital No. & Percentage of shares held No. of shares 6,13,09,938 27,96,443 6,31,94,680 12,73,01,061 % 48.16 2.20 49.64 100.00

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The Board of Directors of RCL is as below:Name D. Chaturvedi Chairman Anand Jain Managing Director DJ Kawada S.S.Thakur Sandeep H. Junnarkar Residential Address 273, Tahini Heights, Petit Hall, D Building, 66 Nepean Sea Road, Mumbai - 400 026. A-13, Sterling Apartments, Pettier Road, Mumbai ­ 400 026. 32, Sangeetha, Arthur Bunder Road, Colaba, Mumbai - 400 005. 1161, Abdul Court, Flat No. 20, 7th Floor, Suryavanshi Marg, Off. V. S. Marg, Dadar, Mumbai 400 028.

1702, Wallace Apartments, 1, Naushir Bharuch Marg, Mumbai 400 007. Of the above Mr. Anand Jain and Mr. Sandeep H. Junnarkar have been appointed as Directors on the Board of Directors of IPCL on 4th June, 2002. The financial information of Reliance Capital Limited as certified by M/s. Pathak H.D. & Associates, Chartered Accountants vide their certificate dated 21st May, 2002 is as under: (in Rs. Crores) Profit and Loss Statement Financial year Financial year Financial year (Audited) ended ended ended March 31,2002 March 31, 2001 March 31, 2000 Income from operations 68.75 96.22 128.95 Other income 479.84 395.88 328.45 Total Income 548.59 492.20 457.40 Total Expenditure 18.76 17.14 6.53 Profit before Depreciation, Interest and Tax 529.83 475.06 450.87 Depreciation 55.18 71.97 84.94 Interest 373.43 302.14 265.37 Profit Before Tax 101.22 100.95 100.56 Provision for Tax 7.50 10.00 Profit After Tax 101.22 93.45 90.56 Balance Sheet Statement (Audited) Financial year ended March 31, 2002 Financial year ended March 31, 2001 (in Rs. Crores) Financial year ended March 31, 2000

Sources of Funds Paid-up Equity Share Capital Paid-up Preference Share Capital Reserves and surplus (excluding revaluation reserves) Net Worth Secured Loans Unsecured Loans Total Uses of Funds Net fixed Assets Revaluation of Assets Investments Net Current Assets Total misc. exp. not written-off Total Other Financial Data (Audited) Dividend (%) Earnings Per Share (Rs.) Return on Net Worth (%) Book Value per Share (Rs.)

127.83 1,147.99 1,275.82 678.58 1,756.30 2,434.88 528.45 1945.09 1237.16 3710.70 Financial year ended March 31, 2002 29 7.91 7.89 100.22

127.83 10.00 1,901.91 2,039.74 1,448.46 868.31 2,316.77 640.76 2299.17 1416.58 4356.51 Financial year ended March 31, 2001 29 7.33 7.53* 97.39*

126.93 1,071.03 1,197.96 1,547.84 767.60 2,315.44 724.60 1290.25 1498.55 3513.40 Financial year ended March 31, 2000 28 7.04 7.56 93.21

* Return on Networth and Book Value per share are calculated without taking into account the Preference Share Capital and premium received thereon aggregating to Rs.800 Crores as the Preference Share Capital has been redeemed at a premium in subsequent year for an equal amount.

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M/s. Pathak H.D. & Associates, the Auditors have stated that In Financial Year 2001-02 1. The company has changed the method of providing depreciation for buildings from Straight Line Method to Written Down Value (WDV) with effect from 1st April, 2001 to make the method of charging depreciation uniform for all the assets for own use. In compliance with Accounting Standards (AS 6) Depreciation Accounting issued by the Institute of Chartered Accountants of India, depreciation has been recomputed from the date of capitalisation of these assets at WDV rates applicable to those years. Consequent to this, there is an additional charge for depreciation in the Profit and Loss account during the year of Rs.3.29 Crores which relates to the previous years. Had there been no change in the policy on depreciation, the depreciation charge for the year would have been lower by Rs.2.21 Crores, excluding the charge related to the previous year. Consequently, the net block of fixed assets and Reserves & Surplus are lower by Rs.5.50 Crores. During the year a part of the investments held by the company have been converted into stock- in- trade at the market price as on the date of conversion. The difference between the carrying cost and the market price on the date of conversion amounting to Rs.5.63 Crores has been considered as Loss on sale of long term investments. Consequently, the profit for the year and the stock-in-trade is lower by Rs.5.63 Crores. The company has been advised that as there is no tax effect of timing difference based on the estimated computation for a reasonable period, there is no provision for deferred tax in terms of Accounting Standard (AS 22) "Accounting for Taxes on Income", issued by the Institute of Chartered Accountants of India.

2.

3.

In Financial Year 1999-2000 During the year a part of the investments held by the Company have been converted into stock-in trade at the market price as on the date of conversion. The difference between the cost and the conversion amounting to Rs.24.05 Crores has been considered as profit on sale of long term investments. Consequently, the profit for the year and the stock-in-trade is higher to that extent. Presently, RCL has the following unlisted subsidiaries, which may be deemed to have been promoted by RCL: Name of the Company Reliance Reliance Reliance Reliance Capital Asset Management Limited Capital Trustee Co. Limited General Insurance Company Limited Life Insurance Company Limited Date of incorporation 24th February, 1995 1st March, 1995 17th August, 2000 17th August, 2000 Nature of Business Investment Manager Trustee General Insurance Life Insurance

The financial information for the above companies is given below: Reliance Capital Asset Management Limited Particulars (Audited) Financial year ended March 31,2002 Total Income 10.14 Profit after Tax 0.26 Equity Share Capital 7.50 Preference Share Capital 3.50 Reserves 1.35 EPS (Rs.) 0.35 Book Value per share (Rs.) 10.70 Reliance Capital Trustee Company Limited Particulars (Audited) Financial year ended March 31,2002 0.05 0.03 0.05 0.09 5.65 27.01

Financial year ended March 31, 2001 4.65 -0.02 7.50 3.50 1.20 10.13 Financial year ended March 31, 2001 0.05 0.03 0.05 0.06 5.15 22.05

(in Rs. Crores) Financial year ended March 31, 2000 3.76 0.57 7.50 3.50 1.20 0.77 11.57 (in Rs. Crores) Financial year ended March 31, 2000 0.05 0.02 0.05 0.04 4.45 16.77 (in Rs. Crores)

Total Income Profit after Tax Equity Share Capital Reserves EPS (Rs.) Book Value per share (Rs.) Reliance General Insurance Company Limited Particulars (Audited) Total Income Profit after Tax Equity Share Capital Reserves EPS (Rs.) Book Value per share (Rs.)

Financial year ended March 31,2002 23.88 6.78 102.00 7.35 0.66 10.61

Financial year ended March 31, 2001 5.19 0.45 102.00 0.45 0.04 9.90

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Reliance Life Insurance Company Limited Particulars (Audited) Total Income Profit after Tax Equity Share Capital Reserves EPS (Rs.) Book Value per share (Rs.) 3.2.3 Financial year ended March 31,2002 2.00 -

(in Rs. Crores) Financial year ended March 31, 2001 2.00 -

Reliance Ventures Limited ("RVL") is an unlisted company incorporated on 27th July, 1999 under the Act as Reliance Fertilisers Private Limited. The name of the company was changed to Reliance Ventures Private Limited on 1st November, 1999. It became a deemed public company by virtue of section 43-A(1) of the Act, with effect from 7th October, 1999. RVL has its registered office at Shree Ram Mills Premises, Ground floor, Ganpat Rao Kadam Marg, Worli, Mumbai 400 013. RVL is a wholly owned subsidiary of RIL and is a Non Banking Financial Institution engaged in non banking financial activities. RVL is a member of the Reliance group. The Board of Directors of RVL is as below:Name L.V. Merchant M.D. Sudharsan Surendra Pipara Residential Address 901, Ramkrupa 25/29, Dr. Parekh Road, Mumbai - 400 004. C-1/5, Shantivan CHS, Swami Samarth Marg, Sector 16A, Vashi, Navi Mumbai - 400 703. M-375, 3rd Floor, Tarapore Tower, Link Road, Andheri West, Mumbai - 400 053. (in Rs. Lakhs) Financial year ended March 31,2002 (Unaudited) -- -- -- 0.55 (0.55) -- -- (0.55) -- (0.55) Financial year ended March 31, 2001 -- -- -- 0.43 (0.43) -- -- (0.43) -- (0.43) As at March 31, 2001 202.00 -- (0.33) 201.67 -- 142721.72 142923.39 -- -- 141988.12 934.39 0.88 142923.39 As at March 31, 2001 -- (0.02) (0.21) 9.98 For the period ended March 31, 2000 -- 0.41 0.41 0.29 0.12 -- -- 0.12 0.02 0.10 (in Rs. Lakhs) Balance Sheet Statement (Audited) Sources of Funds Paid-up Equity Share Capital Paid-up Preference Share Capital Reserves and surplus (excluding revaluation reserves) Net Worth Secured Loans Unsecured Loans Total Uses of Funds Net fixed Assets Revaluation of Assets Investments Net Current Assets Total misc. exp. not written-off Total Other Financial Data (Audited) Dividend (%) Earnings Per Share (Rs.) Return on Net Worth (%) Book Value per Share (Rs.) RVL has not promoted any company since its incorporation. As at March 31, 2000 202.00 -- 0.10 202.10 -- 141733.62 141935.72 -- -- 141933.62 0.95 1.15 141935.72 As at March 31, 2000 -- (0.01) 0.05 10.01

None of these direcrtors are on the Board of Directors of IPCL. The financial details of RVL are given below: Profit and Loss Statement (Audited) Income from operations Other income Total Income Total Expenditure Profit before Depreciation, Interest and Tax Depreciation Interest Profit Before Tax Provision for Tax Profit After Tax

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3.2.4

Reliance Power Ventures Limited ("RPVL") is an unlisted company incorporated on 19 th January, 2000 under the Act as Tex-style Synthetics Private Limited. The name of the company was changed to Reliance Power Ventures Private Limited on 17th May, 2000. It became a deemed public company by virtue of section 43-A(1) of the Act, with effect from 13th May, 2000. RPVL has its registered office at 3rd floor, Maker Chambers IV, Nariman Point, Mumbai 400 021. RPVL is a wholly owned subsidiary of RIL and is a Non Banking Financial Institution engaged in non banking financial activities. RPVL is a member of the Reliance group. The Board of Directors of RPVL is as below: Name Satish Seth Atul Dayal Rohit C. Shah Residential Address Summer Villa, 4th Floor, 7th Road, Santacruz East, Mumbai ­ 400 055. 21 Valentina, Naoroji Gamadia Road, Near Jaslok, Mumbai ­ 400 026. A-502, Surendra Park, Ramgali, Kandivli West, Mumbai ­ 400 067.

None of these directors are on the Board of Directors of IPCL The financial details of RPVL are given below: Profit and Loss Statement (Audited) Income from operations Other income Total Income Total Expenditure Profit before Depreciation, Interest and Tax Depreciation Interest Profit Before Tax Provision for Tax Profit After Tax Financial year ended March 31, 2002 (Unaudited) -- 35.52 35.52 71.38 (35.86) -- -- (35.86) 6.50 (42.36)

(in Rs. Lakhs) Financial year ended March 31, 2001 -- 1.97 1.97 0.56 1.41 -- -- 1.41 0.57 0.84 (in Rs. Lakhs)

Balance Sheet Statement (Audited) Sources of Funds Paid-up Equity Share Capital Paid-up Preference Share Capital Reserves and surplus (excluding revaluation reserves) Net Worth Secured Loans Unsecured Loans Total Uses of Funds Net fixed Assets Revaluation of Assets Investments Net Current Assets Total misc. exp. not written-off Total Other Financial Data (Audited) Dividend (%) Earnings Per Share (Rs.) Return on Net Worth (%) Book Value per Share (Rs.) 3.2.5 3.3 3.4

As at March 31, 2001 202.00 -- 0.84 202.84 -- 48605.50 48808.34 -- -- 49267.31 (459.99) 1.02 48808.34 As at March 31, 2001 -- 0.04 0.41 10.04

3.5

RPVL has not promoted any company since its incorporation. With reference to IPCL, the PACs are not required to comply with the provisions of Chapter II of the Regulations. However, RPiL, as the Acquirer and on behalf of the PACs, has disclosed the details of the acquisition in terms of Chapter II of the Regulations. None of the above companies is a sick industrial company. The Acquirer currently does not have any plans to dispose off or otherwise encumber any assets of IPCL in the two years from the date of closure of the Offer, except in the ordinary course of business of IPCL and / or to the extent required for the purposes of any compromise or arrangement, reconstruction, restructuring, merger, demerger, rationalising and/or streamlining of various operations, assets, liabilities, investments, businesses or otherwise of IPCL. The Board of Directors of IPCL will take appropriate decisions in these matters, as per the requirements of business and in line with opportunities or changes in the economic scenario, from time to time. The Acquirer intends to review from time to time IPCL's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, the Acquirer may consider from time to time, various alternative courses of action. Such actions may include the acquisition of additional equity shares through open market purchases, privately negotiated transactions, buy backs, tender offer, exchange offer or in any other manner; alternatively, such actions may involve the sale of all or a portion of Shares in the open market, in privately negotiated transactions, through a public offer or otherwise, subject to the provisions of the Agreement, the Shareholders' Agreement and/or the applicable law at the relevant time.

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3.6 4. 4.1

Pursuant to this Offer the public shareholding will not be reduced to 10% or less of the total voting capital of IPCL and therefore Regulation 21(3) of the Regulations is not applicable. BACKGROUND OF IPCL Indian Petrochemicals Corporation Limited ("IPCL") is an existing public limited company incorporated under the Act on 22nd March, 1969 and having its registered office at P.O. Petrochemicals, Dist. Vadodara ­ 391 346, Gujarat. IPCL was a leading public sector undertaking, enjoying "Navratna" status and a pioneer in the petrochemicals business in India. IPCL is an integrated manufacturer of polymers, fibres & fibre intermediates and chemical products from hydrocarbon feedstocks. It also manufactures catalysts and adsorbents. IPCL currently operates three integrated petrochemicals complexes i.e., naphtha based cracker complex at Vadodara, gas based cracker complex at Dahej (Gandhar) in the state of Gujarat and gas based cracker complex in Nagothane, Dist. Raigadh in the state of Maharashtra. The catalyst and adsorbent manufacturing facility is located at Thane in the state of Maharashtra. IPCL has a wide marketing and distribution network across the country. IPCL has decided to pull out of its Joint Venture with GE Plastics India Limited and Indian Vaccines Corporation Limited since they have not contributed significant returns to the company. IPCL has invested Rs.25 Crores in GE Plastics India Limited and Rs.6.26 Crores in Indian Vaccines Corporation Limited. The GOI has cleared the proposal for sale of equity shares held in GE Plastics India Limited. As on the date of the Public Announcement, the total issued, subscribed and paid-up equity share capital of IPCL consists of 24,82,25,622 Shares aggregating to Rs.248.23 Crores. There are no partly paid-up shares as on the date of this Public Announcement. No person, directly or indirectly, has any agreement or option or right capable of becoming an agreement for the subscription or issue of shares nor are there any instruments of the company outstanding for conversion into equity shares. The share capital structure of IPCL is as follows: Paid-up Equity Shares of IPCL Fully paid-up equity shares Partly paid-up equity shares Total fully paid-up equity shares Total voting rights in IPCL No. of shares / Voting rights 24,82,25,622 -24,82,25,622 24,82,25,622 % of shares / Voting rights 100 -100 100

4.2

4.3

4.4

The equity shares of IPCL are listed on ASE, BrSE, MSE, CSE, BSE, DSE, VSE and NSE. The Global Depository Shares of IPCL are listed on the Luxembourg Stock Exchange. Based on information received from IPCL, IPCL is in compliance with the listing requirements and no punitive action has ever been initiated against IPCL by any of the stock exchanges where its shares are listed and IPCL has complied with the relevant provisions of Chapter II of the Regulations. The reconstituted Board of Directors of IPCL with effect from 4th June, 2002 pursuant to the Shareholders' Agreement is as under: Name Mukesh D. Ambani Chairman Nikhil R. Meswani K. G. Ramanathan Anand Jain Kamal Pantilal Nanavaty Sandesh Kumar Anand Wholetime Director Lalit Bhasin Sandeep H. Junnarkar Shailesh Vishnubhai Haribhakti R. S. Lodha Ashok Chawla Government Nominee Harish Chandra Gupta Government Nominee Residential Address Sea Wind, 39, Cuffe Parade, Colaba, Mumbai 400 005. 242 Rambha, 66, Napeansea Road, Mumbai 400 006. Flat no. 192, Jolly Maker Apartments No. 3, 119, Cuffe Parade, Mumbai 400 005. A-13, Sterling Apartments, Pedder Road, Mumbai ­ 400 026. 61 Radheya, Plot No.359, 14th Road, Khar West, Mumbai 400 052. A/17 Chanakyapuri, New Sama Road, Vadodara 390 008. 10, Hailey Road, 10th Floor, New Delhi ­ 110 001. 1702, Wallace Apartments, 1, Naushir Bharuch Marg, Mumbai ­ 400 007. Flat No. 47A, Firdaus, Bhulabhai Desai Road, Mumbai ­ 400 026. 8, National Tower, 13, Lorden Street, Calcutta 700 017. D-I / 72, Satya Marg, Chanakyapuri, New Delhi - 110 021. C-II / 50, Satya Marg, Chanakyapuri, New Delhi - 110 021.

4.5

Of the above directors Mr. Mukesh D. Ambani, Mr. Nikhil R. Meswani, Mr. K. G. Ramanathan, Mr. Anand Jain, Mr . Kamal P. Nanavaty and Mr. S. K. Anand are the representatives of RPiL and the PACs and were appointed on the Board of Directors of IPCL on 4th June, 2002.In terms of Regulation 22(9) of the Regulations, the above directors, subsequent to their appointment on the Board of IPCL effective 4th June, 2002, have recused themselves and not participated in any matter(s) concerning or relating to the Offer including any preparatory steps leading to the Offer. On 27th May, 2002, the Board of Directors of IPCL comprised of Mr. Ashok Chawla, Mr. Chinmay Bhattacharya, Mr. S.K. Anand, Dr. C.M. Lamba, Mr. S.B. Shah, Mr. Vishwas Dhumal and Dr. Manjula Subramaniam. All these seven directors resigned from the Board of IPCL on 4th June, 2002 as the Board was reconstituted on that date pursuant to the Shareholders' Agreement. Please note that any correspondence to the directors must be addressed to the office address of the directors at P.O. Petrochemicals, Dist. Vadodara 391 346, Gujarat. 4.6 Based on the information received from IPCL, there were no mergers, demergers and spin-offs involving IPCL during the last three years. The company's name has not been changed since its shares were listed.

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4.7

The financial details of IPCL are as under: (in Rs. Lakhs) Profit and Loss Statement (Audited) Income from operations Other income Total Income Total Expenditure Profit before Depreciation, Interest and Tax Depreciation Interest Profit Before Tax Provision for Tax Profit After Tax Financial year ended March 31, 2002 552668.30 16418.77 569087.07 478209.01 90878.06 42440.85 37366.80 11070.41 323.36 10747.05 Financial year ended March 31, 2001 581791.54 16771.71 598563.25 480775.45 117787.80 41489.58 49094.81 27203.41 2312.90 24890.51 Financial year ended March 31, 2000 491975.57 11210.00 503185.57 400113.27 103072.30 31897.72 51458.80 19715.78 831.17 18884.61 (in Rs. Lakhs) Balanace Sheet Statement (Audited) Sources of Funds Paid-up Equity Share Capital Paid-up Preference Share Capital Reserves and surplus (excluding revaluation reserves) Net Worth Secured Loans Unsecured Loans Liability for Assets taken on Lease Deferred Tax Liabilities Total Uses of Funds Net fixed Assets Capital work in progress Capital work in progress (Leased Assets) Revaluation of Assets Investments Net Current Assets Total misc. exp. not written-off Total Other Financial Data (Audited) Dividend (%) Earnings Per Share (Rs.) Return on Net Worth (%)* Book Value per Share (Rs.)** *As per IPCL Annual report, ** including Misc exp not written off Note: Miscellaneous expenses not written off has been deducted against networth for calculating the book value per share and return on networth is based on figures furnished by CAG in IPCL annual report. 578331.36 8502.20 49885.82 -11213.20 70316.59 3480.50 721729.67 As at March 31, 2002 20 4.33 3.85 112.50 605841.69 8590.80 --10910.40 122181.87 5683.09 753207.85 As at March 31, 2001 30 10.03 7.93 126.43 629814.00 13048.94 --7410.34 120436.99 7156.44 777866.71 As at March 31, 2000 20 7.61 6.38 119.29 24905.29 -257823.90 282729.19 69148.94 302480.54 48529.00 18842.00 721729.67 24905.28 -294612.63 319517.91 105523.41 328166.53 --753207.85 24905.27 -278353.85 303259.12 144825.82 329781.77 --777866.71 As at March 31, 2002 As at March 31, 2001 As at March 31, 2000

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4.8

The equity shareholding in IPCL before the Offer and after the Offer (assuming full acceptance of the Offer) is given in the table below: Shareholders' Category Shareholding & voting rights prior to the Agreement / acquisition and Offer (A) No.of Shares 1. Promoter Group Sellers (GOI) 2. (a) Acquirer (RPiL) (b) PACs* Total (a)+(b) 3. Public (a) FIs / MFs / FIIs / Banks (b) Others Total (a)+(b) Grand Total (1+2+3) 4,01,62,421 5,92,57,831 9,94,20,252 24,82,25,622 16.2 23.9 40.1 100 6,45,38,662 26 ------(4,96,45,125) 4,96,45,125 --(20) 20 --4,97,75,127 24,82,25,622 --20.1 100 14,88,00,000 -5,370 5,370 % 59.9 ---Shares/Voting rights agreed to be acquired which triggered off the Regulations (B) No.of Shares (6,45,38,662) 6,45,38,662 -6,45,38,662 % (26) 26 -26 Shareholding/Voting rights to be acquired in the open offer (Assuming full acceptances) (C) No.of Shares -4,96,45,125 -4,96,45,125 % -20 -20 Shareholding/ Voting rights after the acquisition and Offer (A+B+C) (D) No.of Shares 8,42,61,338 11,41,83,787 5,370 11,41,89,157 % 33.9 46.0 -46.0

* Includes 2,170 shares held by RCL and 3,200 shares held by directors of RIL. (% figures have been rounded-off) The number of Shareholders of IPCL as on 31st May, 2002 is 1,71,227. Source: The above figures are based on the information provided by IPCL except holdings of the Acquirer/PACs and directors of Acquirer/PACs, which have been provided by the Acquirer. 5. 5.1 OFFER PRICE AND FINANCIAL ARRANGEMENTS Justification of Offer Price The equity shares of IPCL are listed on ASE, BrSE, MSE, CSE, BSE, DSE, VSE and NSE. The financial bids on IPCL disinvestment were opened on 18th May, 2002. The annualised trading turnover during the preceeding six calendar months ended April, 2002 in each of the stock exchanges is detailed below: Name(s) of stock exchange(s) ASE BrSE MSE CSE DSE BSE NSE VSE Source: Official data from the stock exchanges As the annualised trading turnover (by number of shares) at NSE and BSE is more than 2% of the total number of listed equity shares of IPCL, the equity shares of IPCL are deemed to be frequently traded in terms of the Regulations. The Offer Price of Rs.231/- per Share is justified in terms of Regulation 20(2) of the Regulations, as it is the highest of the following: a b c d Bid Price Highest price paid by the Acquirer / PAC for any acquisition including through a public or rights issue during the 26 weeks prior to the date of public announcement Price paid by the Acquirer under preferential allotment at any time during the 12 month period up to the date of closure of the Offer The average price calculated as per Regulations 20(2)(d) during the 26 weeks preceeding the date of the opening of the financial bids on NSE, where it is traded the most Rs.231/Rs.55.32 Not Applicable Rs.77.13 (on NSE) Total no. of shares traded during 6 calendar months ended April, 2002 30,000 Nil 45,000 650,384 37,611 6,67,25,592 10,05,65,053 Nil Total no. of listed shares Annualised trading turnover (in terms % of total listed shares) 0.02 Not Applicable 0.04 0.52 0.03 53.76 81.03 Not Applicable

24,82,25,622 24,82,25,622 24,82,25,622 24,82,25,622 24,82,25,622 24,82,25,622 24,82,25,622 24,82,25,622

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The details of the price and volume data on the NSE are as under: CLOSING PRICE AT NSE Week 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Week ended 23-Nov-01 29-Nov-01 07-Dec-01 14-Dec-01 21-Dec-01 28-Dec-01 04-Jan-02 11-Jan-02 18-Jan-02 25-Jan-02 01-Feb-02 08-Feb-02 15-Feb-02 22-Feb-02 01-Mar-02 08-Mar-02 15-Mar-02 22-Mar-02 26-Mar-02 05-Apr-02 12-Apr-02 19-Apr-02 26-Apr-02 03-May-02 10-May-02 17-May-02 High (Rs.) 51.25 56.75 58.10 58.20 54.45 52.50 55.05 56.70 57.80 63.00 63.75 73.75 85.00 85.90 86.45 88.35 85.40 82.80 83.40 94.00 99.55 96.30 101.25 113.95 127.80 134.00 Low (Rs.) 46.55 52.45 54.25 55.40 52.70 51.30 52.30 56.05 56.65 58.95 58.50 63.45 80.55 80.55 82.25 85.75 80.65 80.75 81.40 86.90 96.75 91.75 94.35 105.85 117.35 121.90 Average (Rs.) 48.90 54.60 56.18 56.80 53.58 51.90 53.68 56.38 57.23 60.98 61.13 68.60 82.78 83.23 84.35 87.05 83.03 81.78 82.40 90.45 98.15 94.03 97.80 109.90 122.58 127.95 Volume (number of shares) 13,43,107 24,14,985 24,43,244 12,06,815 9,82,785 5,75,658 6,29,957 8,26,258 6,39,410 22,54,289 15,31,557 86,24,191 98,04,052 51,38,384 85,88,880 64,36,996 28,43,767 22,57,838 15,36,416 80,04,069 1,06,41,617 46,53,091 45,62,442 2,13,56,812 2,74,45,503 3,83,35,359

Source: Quotes from NSE As the annualised trading turnover (by number of shares) is less than 2% of the total number of listed shares, the shares of IPCL are deemed to be infrequently traded at ASE, BrSE, CSE, DSE, MSE and VSE. Hence the Offer Price of Rs. 231/- per Share is justified in terms of Regulation 20(3A) of the Regulations as it is equal to the bid price. In the opinion of the Manager to the Offer and the Acquirer, the Offer Price is justified as it is the highest of the (a) Bid Price (b) highest price paid by the acquirer /PACs for its acquisitions in the last 12 months and (c) the average price on NSE. If the Acquirer acquires shares after the date of Public Announcement up to 7 working days prior to the closure of the Offer at a price higher than the Offer Price, then the highest price paid for such acquisition shall be payable for all the valid acceptances received under the Offer. 5.2 5.2.1 Financial Arrangement for the Offer The total fund requirement for the acquisition of shares held by the public shareholders of IPCL up to 4,96,45,125 shares representing 20% of its voting capital, at Rs. 231/- per Share is Rs.1146,80,23,875/-. The Offer will be funded primarily through funds received by RPiL from RIL, RCL or RVL by way of share capital and/or borrowings. However, RPiL, if required, may also seek recourse to short term borrowings from financial institutions, banks, bodies corporate or others. M/s. Chaturvedi and Shah, Chartered Accountants located at 712­713, Tulsiani Chambers, 212, Nariman Point, Mumbai - 400 021; Tel. No. (022) 2308500, Fax No.: (022) 2872703, Auditors of the Acquirer, vide its certificate dated 23rd May, 2002 (issued by its Partner Mr. H.P. Chaturvedi, Membership No. 33523) has certified that RPiL has made adequate arrangements to meet the financial requirements of the Offer obligations. The Manager to the Offer is satisfied about the ability of RPiL to implement the Offer in accordance with the Regulations as firm arrangements for funds and money for payment through verifiable means are in place to fulfil the Offer obligations. In accordance with Regulation 28 of the Regulations, the Acquirer has procured through RPVL a pledge in favour of ICICI Securities, Manager to the Offer, in respect of 2,00,00,000 fully paid equity shares of Rs.10/- each, of BSES Limited, having a market price of Rs.219.10 per equity share as on 24th May, 2002 (Closing price on NSE, Source: The Economic Times dated 25 th May, 2002). This amount exceeds 25% of the total consideration payable under the Offer, assuming full acceptance. The Manager to the Offer is empowered to realise the value of such securities by sale or otherwise, provided if there is any deficit on realisation of the value of the securities, the deficit, if any shall be made good by the Manager to the Offer. RPiL has also made a cash deposit of Rs.11,46,80,239/with ICICI Bank Limited, Nariman Point, Mumbai 400 021, being equal to 1% of the total consideration payable under the Offer and has marked a lien on the said cash deposit in favour of the Manager to the Offer and the Manager to the Offer is authorised to realise the value of the Escrow in terms of the Regulations.

5.2.2

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6. 6.1

TERMS AND CONDITIONS OF THE OFFER The Offer to the shareholders of IPCL is being made in compliance with Regulation 10 and Regulation 12 of the Regulations, pursuant to the substantial acquisition of Shares and change in control / management of IPCL to acquire up to 4,96,45,125 equity shares representing 20% of the total voting capital of IPCL at Rs.231/- per Share. The Letter of Offer together with the Form of Acceptance-cum-Acknowledgement will be mailed to the shareholders of IPCL whose names appear on the Register of Members of IPCL and beneficial owners of the Shares of IPCL, whose names appear as beneficiaries on the records of the respective Depositories, at the close of the business hours on 31st May, 2002 (the Specified Date), except to the GOI, RPiL, PACs and directors of RPiL/PACs. Accidental omission to despatch this Letter of Offer to any person to whom this Offer is made or the non-receipt or delayed receipt of this Letter of Offer by any such person will not invalidate this Offer in any way. Any equity shares of IPCL that are subject matter of litigation or are held in abeyance due to pending court cases, wherein the shareholder(s) of IPCL may be precluded from transferring the shares during pendency of the said litigation are liable to be rejected in case directions/orders regarding these shares are not received together with the shares tendered under the Offer. The Letter of Offer in some of these cases, wherever possible would be forwarded to the concerned statutory authorities for further action at their end. The shares will be acquired by the Acquirers / PACs, free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights declared hereafter. The Offer is not conditional on any minimum level of acceptance i.e. the Acquirer will acquire all the Shares that are tendered in terms of the Offer up to 4,96,45,125 Shares, subject to the conditions specified in this Letter of Offer and Form of Acceptance-cumAcknowledgement. If there is any upward revision of the Offer price by the Acquirer till the last date for revision viz. 8th August, 2002 or withdrawal of the Offer, the same would be informed by way of a Public Announcement in the same newspapers in which the original Public Announcement had appeared. Such revised Offer Price would be payable for all the shares tendered anytime during the Offer and accepted under the Offer. Shareholders, who have accepted the offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer, cannot withdraw the same. Shareholders who wish to tender their shares should submit documents in accordance with the procedure specified in Section 7 of this Letter of Offer and the Form of Acceptance-cum-Acknowledgement. Shareholders who hold shares in physical form and who wish to tender their shares will be required to send the Form of Acceptance-cumAcknowledgement, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer ­ Karvy Consultants Limited, Karvy House, 46 Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034, either by hand delivery during Business Hours on weekdays or by registered post so that the same are received on or before the close of the Offer i.e. 22nd August, 2002 in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance-cum-Acknowledgement. The Registrar to the Offer has opened a special depository account with Karvy Consultants Limited, as the Depository Participant in National Securities Depository Limited ("NSDL") styled "KCL Escrow A/c - IPCL Open Offer". The details of the special depository account are as under: DP Name Depository Identification No. (DP ID) Client Identification No. (Beneficiary Client ID) Karvy Consultants Limited IN 300394 11768022

6.2

6.3

6.4

6.5

6.6

6.7

6.8

6.9

6.10

6.11

Beneficial owners (holders of shares in Dematerialised form) who wish to tender their shares will be required to send their Form of Acceptance-cum-Acknowledgement along with a photocopy of the delivery instruction slip in "off-market" mode or counterfoil of the delivery instruction slip in "off-market" mode, duly acknowledged by the Depository Participant ("DP"). The delivery instruction slip in favour of "KCL Escrow A/c - IPCL Open Offer" should be sent to the Registrar to the Offer: Karvy Consultants Limited, Karvy House, 46 Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034. Telephone No. (040) 3320666, Fax No. (040) 3323058 either by hand delivery during business hours on weekdays or by registered post so as to reach on or before the close of Offer i.e. 22nd August, 2002 in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance-cum-Acknowledgement. Beneficial owners should ensure to credit their shares in favour of the special depository account before the closure of the Offer. Shareholders having their beneficiary account in Central Depository Services Limited ("CDSL") will have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account with NSDL.

6.12

Locked-in Shares: There are no locked-in shares in IPCL other than the equity shares acquired by the Acquirer in terms of the Agreement.

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6.13

Eligibility for Accepting the Offer: The present Offer is being made to all the shareholders of IPCL, except the GOI, RPiL, PACs and directors of RPiL/PACs, whose names appear as on the Specified Date (i.e. 31st May, 2002) and also to those persons, except the GOI, RPiL, PACs and directors of RPiL/PACs, who own the shares at any time prior to the closure of the Offer but are not registered shareholders.

6.14

Statutory Approvals and Conditions of the Offer: The Acquirer will make the requisite application to RBI for permission under the Foreign Exchange Management Act, 1999 ("FEMA") to acquire the shares from non-resident shareholders. As of the date of this Letter of Offer, there are no other statutory approvals required to implement the Offer. If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals. The Acquirer will not proceed with the Offer in the event that such statutory approvals are not obtained. No approvals are required from FIs/Banks for the Offer. In case of delay in receipt of statutory approvals, SEBI has the power to grant extension of time to the Acquirer for payment of consideration to the shareholders, subject to the Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the Regulations. Further, if the delay occurs on account of wilful default by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the Regulations will also become applicable.

7. 7.1

PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER Shareholders of IPCL who wish to avail of this Offer should forward the undermentioned documents by hand delivery or registered post to the Registrar at their Office - Karvy Consultants Limited, Karvy House, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500 034, Telephone No. (040) 3320666, Fax No. (040) 3323058 or by hand delivery only at the Collection Centres given under para 7.13 below, on or before the close of business hours on 22nd August, 2002. (Offer Closing Day). Shareholders are advised to ensure that the Form of Acceptance-cum-Acknowledgement and other documents are complete in all respects, otherwise the same is liable to be rejected. In the case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account, before the closure of the Offer. The Form of Acceptance-cum-Acknowledgement of such demat shares not credited in favour of the special depository account before the closure of the Offer is liable to be rejected. Registered shareholders (holders of shares in physical form) should enclose:

7.2

· · ·

Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates. Original Share Certificate(s). Valid Share Transfer deed(s), duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with IPCL and duly witnessed at the appropriate place. A blank Share Transfer Deed is enclosed along with this Letter of Offer.

7.3

Beneficial owners (holders of shares in dematerialised form) should enclose:

· ·

Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein by all the beneficial holders of shares, as per the records of the Depository Participant (DP). Photocopy of the delivery instruction slip in "Off-market" mode or counterfoil of the delivery instruction slip in "Off-market" mode, duly acknowledged by the DP.

The details of the special depository account are as follows : Name of the Depository Participant Karvy Consultants Limited 7.4 Unregistered shareholders should enclose: Depository Identification No. (DP ID) IN 300394 Client Identification No. (Beneficial Client ID) 11768022

· · · · ·

Form of Acceptance-cum-Acknowledgement or an application on plain paper, duly completed and signed in accordance with the instructions contained therein (refer para 7.9 and 7.10 below). Original Share Certificate(s). Copy of the Original Contract Note issued by the broker through whom the shares were acquired. Proof of lodgement of shares for transfer and acknowledgement thereof by the company or their Registrar & Share Transfer Agent. (if the share certificates have already been lodged for transfer) Valid share transfer deed(s) including an additional valid transfer deed duly signed by the unregistered shareholder as the transferor.

No indemnity is required from the unregistered owners.

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7.5

Owners of shares who have tendered their shares for transfer should enclose:

· · ·

7.6

Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein. Copy of the letter sent to IPCL for transfer of shares. Valid share transfer deed(s) including valid transfer deed duly signed by the unregistered shareholder as the transferor .

Shareholders who have sent their physical shares for dematerialisation need to ensure that the process of getting shares dematerialised is completed well in time so that the credit in the special depository account should be received on or before the date of closure of the Offer, i.e. by 22nd August, 2002, else the application would be rejected. The share transfer deed should list Reliance Petroinvestments Limited as the transferee / buyer. All other requirements for valid transfer will be a precondition for valid acceptance. The market lot of equity shares of IPCL in physical form is 100 shares and in dematerialised form is one share. The share certificate(s), share transfer deed(s) and the Form of Acceptance should be sent only to the Registrar to the Offer and not to the Manager to the Offer or the Acquirer or the PACs or the Target Company. In case of non-receipt of the Letter of Offer, the eligible persons may send their consent, to the Registrar to the Offer, on a plain paper stating acceptance of the Offer with Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e 22nd August, 2002 or in case of beneficial owners they may send their application in writing to the Registrar to the Offer, on a plain paper stating acceptance of the Offer with Name, Address, No. of Shares held, No. of shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction slip in "Off-market" mode or counterfoil of the delivery instructions slip in "Off-market" mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e. 22nd August, 2002. Alternatively, the Letter of Offer and Form of Acceptance-cum-Acknowledgement will be available on SEBI's website: www.sebi.gov.in, from the date of opening of the Offer. The eligible persons can download the Form of Acceptance-cum-Acknowledgement from the SEBI's website and apply in the same. GDR Holders

7.7 7.8 7.9 7.10

7.11

7.12

· ·

As required by Explanation 3 of Regulation 22 of the Regulations, a Letter of Offer, together with the related Form of Acceptancecum-Acknowledgement, will be sent to the Depository / Custodians of the GDRs. GDR holders who wish to tender the equity shares underlying the GDRs should cancel the GDRs and withdraw the underlying equity shares. They should request the depository to instruct the Custodian to deliver the equity share certificate accompanied by an instrument of transfer duly executed in blank in respect of such share certificate to the Registrar to the Offer. In case the equity shares on withdrawal of the GDRs are allotted in dematerialised form, then the GDR holders should follow the procedure for tender of shares as indicated above. Equity shares that are rejected or not accepted fully in terms of this Letter of Offer shall not be converted back into GDRs. Other terms of the Offer would apply mutatis mutandis to all shareholders / GDR holders.

7.13 a) As per the provisions of Section 196D(2) of the Income Tax Act, 1961 ("Income Tax Act"), no deduction of tax at source shall be made before remitting the consideration for equity shares tendered under the offer by Foreign Institutional Investors ("FIIs") as defined in Section 115 AD of the Income Tax Act. However, while tendering their shares under the Offer, NRIs, OCBs and other non resident shareholders will be required to submit a No Objection Certificate (NOC) or Tax clearance certificate (indicating the amount of tax to be deducted by the Acquirer before remitting the consideration) obtained from the Income Tax authorities under the Income Tax Act. In case the aforesaid NOC or Tax clearance certificate is not submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the category of shareholders, on the entire consideration amount payable to such shareholders. Non resident shareholders should enclose a copy of the permission received by them from RBI to acquire the shares held by them in IPCL. In case the shares are held on repatriation basis, the non resident shareholder should obtain and enclose a letter from its authorised dealer / bank confirming that at the time of acquiring the said shares, payment for the same was made by the non resident shareholder from the appropriate account (e.g. NRE a/c) as specified by RBI in its approval. In case the non resident holder is not in a position to produce the said certificate, the shares would be deemed to have been acquired on non-repatriation basis and in that case the holder shall submit a consent letter addressed to the Acquirer, allowing the Acquirer to make the payment on a non-repatriation basis in respect of the valid shares accepted under the Offer. If any of the above stated documents (as applicable) are not enclosed along with the Form of Acceptance, the shares tendered under the Offer are liable to be rejected. The Form of Acceptance-cum-Acknowledgement along with the share certificate(s), signed transfer deed and other documents should be submitted at any of the collection centres below in accordance with the procedure as set out in the Letter of Offer. All the centres mentioned herein below would be open on all working days as follows :

b)

c)

d) 7.14

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Business Hours : Monday to Saturday : Between 10.00 a.m. and 5.00 p.m. Address Karvy Consultants Limited 201-203 "Shail" Opp: Madhusudan House, Near Navrangpura Tele. Exchange, Off C G Road, Ahmedabad - 380 006 Karvy Consultants Limited T K N Complex, No. 51/2, Vanivilas Road, Opp: National College, Basavanagudi, Bangalore - 560 004 Karvy Consultants Limited G-1, Swathy Court, 22, Vijaya Raghava Road, T Nagar, Chennai - 600 017 Karvy Consultants Limited Karvy House, 46, Avenue 4 Street No.1, Banjara Hills Hyderabad - 500 034 Karvy Consultants Limited 108-110, 1st Floor, Anukampa Mansion-II, MI Road, Opp: Raymonds Show Room, Jaipur - 302 001 Karvy Consultants Limited 49, Jatin Das Road, Kolkata - 700 029 Karvy Consultants Limited Usha Sadan, 24, Premnagar, Ashok Marg, Lucknow - 226 001 Karvy Consultants Limited 7, Andheri Industrial Estate, Off: Veera Desai Road, Andheri (West), Mumbai - 400 053 Karvy Consultants Limited Tulsiani Chambers, 10th Floor, Nariman Point, Mumbai - 400 021 Karvy Consultants Limited 105 - 108 Arunachal Building, 19 - Barakhamba Road, Connaught Place, New Delhi - 110 001 Karvy Consultants Limited 1202/10, Viswas Bunglow, Off. Ghole Road, Near Hotel Surya, Shivaji Nagar, Pune - 411 004 Karvy Consultants Limited Sharad Apartment (Ground Floor), Opp: Rama Inn Hotel, Near Sayaji Gunj, Vadodara - 390 005 7.15 Contact Person Mr. G Srinivas Mode of Delivery Hand Delivery Telephone Nos 079- 6420422 / 6400527 / 28 Fax. No. 6565551

Mr. P B Ramapriyan

Hand Delivery

080 - 6621184 / 6621192

6621169

Mr. Alex Cherian

Hand Delivery

044 - 8253445 / 8258034

8273181

Ms. A. Anitha

Hand Delivery/ Registered Post

040 - 3320666 / 3312454 / 3320753 / 3320251 0141 - 375099 (D) / 363321 / 375039

3323058 / 3311968 / 3312946 364660

Mr. Sanjiv Agarwal

Hand Delivery

Mr. Alok Chaturvedi

Hand Delivery

033 - 4644891 / 7231 / 4634788 / 89 / 5432 0522 - 230552 / 230273 / 285782 / 280978 / 280171 022 - 6367226 / 6369044

4644866 / 4634787 280978 / 200108 / 283142 6310882

Mr. Nitin Saxena

Hand Delivery

Mr. Pravin B Amlani

Hand Delivery

Mr. P K Ramanan

Hand Delivery

022 - 2855814 / 2875951 / 2884769

2828454

Mr. Sakul Puri

Hand Delivery

011 - 3324401 (5 Lines)

3324621

Mr. Tushar Gandhi

Hand Delivery

020 - 5530204 / 5530205

5533292

Mr. Shoban Doshi

Hand Delivery

0265 - 361514 / 364168 / 364169

363207

Applicants who cannot hand deliver their documents at the collection centres referred to above, may send the same by Registered Post, at their own risk and cost, to the Registrar to the Offer at their address given below: Karvy Consultants Limited (Unit : RPiL ­ IPCL Open Offer) Karvy House, 46, Avenue 4 Street No.1, Banjara Hills Hyderabad ­ 500 034

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7.16

The payment of consideration will be made by the Acquirer in cash through crossed account payee cheque, sent by registered post for amounts exceeding Rs.1,500/- and UPC otherwise to those shareholders / unregistered owners and at their own risk, whose shares / share certificates and other documents are found in order and accepted by the acquirer. In case of joint registered holders, cheques / demand drafts will be drawn in the name of the sole /first named holder / unregistered owner and will be sent to him/her. It is desirable that shareholders provide bank details in the Form of Acceptance-cum-Acknowledgement, so that the same can be incorporated in the cheque/demand draft. In case the shares tendered in the Offer are more than the shares to be acquired under the Offer, the acquisition of shares from each shareholder will be in accordance with Regulation 21(6) of the Regulations, on a proportionate basis. Unaccepted share certificate(s), transfer deed(s) and other documents, if any, will be returned by Registered Post at the shareholders'/ unregistered owners' sole risk to the sole/first named shareholder/unregistered owner. Except that, in case the share certificates tendered have to be split, RPiL will arrange to split the share certificates and send the balance share certificates (for Shares not accepted in the Offer) by Registered Post at the shareholders' / unregistered owners' sole risk to the sole / first named shareholder / unregistered owner. Unaccepted shares held in demat form will be credited back to the beneficial owners' depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance-cum-Acknowledgement or otherwise. The Registrar to the Offer will hold in trust the share(s) / share certificate(s), shares lying in credit of the special depository account, Form of Acceptance-cum-Acknowledgement and the transfer deed(s), if any, on behalf of the shareholders / unregistered owner(s) of IPCL who have accepted the Offer, till (a) the release of payment to the shareholders; and (b) the unaccepted shares / share certificates are despatched / credited back to the beneficial owner's depository account, upon the receipt of instruction from the Manager to the Offer; latest by 21st September, 2002. Upon completion of the above, the Registrar to the Offer will debit the special depository account to the extent of shares accepted by the Acquirer and give instruction to credit the beneficial account of the Acquirer. The Acquirer shall complete all procedures relating to the Offer latest by 21st September, 2002. In case of delay in receipt of statutory approvals, SEBI has the power to grant extension of time to the Acquirer for payment of consideration to the shareholders, subject to the Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the Regulations. Further, if the delay occurs on account of wilful default by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the Regulations will also become applicable. DOCUMENTS FOR INSPECTION The following material documents are available for inspection at the office of the Manager to the Offer, ICICI Securities and Finance Company Limited, 41/44, Minoo Desai Marg, Colaba, Mumbai 400 005, from 10.30 am to 1.00 pm on any working day, except Saturdays, Sundays and Holidays, until the Offer closes: a) b) c) d) e) f) g) h) i) j) k) l) m) n) o) p) Certificate of Incorporation, Memorandum of Association and Articles of Association of RPiL, RIL, RCL, RVL and RPVL; Certificate of Incorporation, Memorandum of Association and Articles of Association of IPCL; Audited annual reports of RPiL for the financial years / periods ended 31st March, 2000, 2001 and unaudited results for the financial year ended 31st March, 2002; Audited annual reports of RIL for the financial years ended 31st March, 1999, 2000 and 2001 and unaudited results for the financial year ended 31st March, 2002; Audited annual reports of RCL for the financial years ended 31st March, 2000, 2001 and 2002; Audited annual reports of RVL for the financial years / periods ended 31st March, 2000, 2001 and unaudited results for the financial year ended 31st March, 2002; Audited annual reports of RPVL for the financial year / period ended 31st March, 2001 and unaudited results for the financial year ended 31st March, 2002; Audited annual reports of IPCL for the financial years ended 31st March, 2000, 2001 and audited results for the financial year ended 31st March, 2002. ; Copy of Share Purchase Agreement dated 21st May, 2002 and the Shareholders' Agreement dated 4th June, 2002 ; Published copy of Public Announcement dated 27th May, 2002; Certificate dated 23rd May, 2002 from M/s Chaturvedi and Shah, Mumbai, Chartered Accountants, that adequate arrangement has been made by RPiL to meet the financial obligations of the Offer; Letter dated 24th May, 2002 from ICICI Bank Limited confirming deposit of 1% of Offer obligation in the escrow account and a lien marked in favour of Manager to the Offer; Letter dated 24th May, 2002 from RCL confirming pledge of 2,00,00,000 fully paid-up equity shares of BSES Limited of Rs.10 each in favour of Manager to the Offer; Copy of the SEBI observation letter in terms of proviso to Regulation 18(2); Copy of agreement with Depository Participant for opening a special depository account for the purpose of the Offer; Copy of Board Resolution of RPiL authorising the Offer;

7.17 7.18

7.19

7.20

8.

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q) 9.

Copy of the Board Resolution of RPiL, RIL, RCL, RVL and RPVL authorising severally Mr. Ajeet Varma, Mr. Jyotindra Thacker and Mr. A.V. Betkekar as authorised signatories to the Letter of Offer. DECLARATION BY THE ACQUIRERS (INCLUDING PACs) The Board of Directors of the Acquirer accepts full responsibility for the information contained in this Letter of Offer and Form of Acceptance-cumAcknowledgement. The Acquirer including Persons Acting in Concert shall be jointly and severally responsible for ensuring compliance of the Regulations. All information contained in this document is as on the date of the Public Announcement, unless stated otherwise. Mr. Ajeet Varma, Mr. Jyotindra Thacker and Mr. A.V. Betkekar, Directors, have been severally authorised by the Board of Directors of Reliance Petroinvestments Limited, Reliance Industries Limited, Reliance Capital Limited, Reliance Ventures Limited and Reliance Power Ventures Limited to be the authorised signatories to the Letter of Offer. By the Order of the Board, For Reliance Petroinvestments Limited Reliance Industries Limited Reliance Capital Limited, Reliance Ventures Limited Reliance Power Ventures Limited sd/-

Ajeet Varma Director

Place Date

: :

Mumbai 4th July, 2002

Attached:

1. Form of Acceptance-cum-Acknowledgement 2. Transfer Deed (to shareholders who hold shares in physical form)

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If undelivered, please return to: Karvy Consultants Limited, (Unit : RPiL - IPCL Open Offer) 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad- 500 034. India Tel. Nos. : (040) 3320666 Fax No. : (040) 3323058 Email : [email protected]

24

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