Everonnlof by Skil

LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This letter of oer (Letter of Oer) is sent to you as a shareholder(s) of Everonn Education Limited (Shareholders). If you require any clarications about the action to be taken, you may consult your stock broker or investment consultant or the Manager/Registrar to the Oer. In case you have recently sold your shares in Everonn Education Limited, please hand over this Letter of Oer and the accompanying Form of Acceptance cum Acknowledgement, Form of Withdrawal and Transfer Deeds to the member of the stock exchange through whom the said sale was eected.
CASH OFFER BY
SKIL Infrastructure Limited (the Acquirer)

Registered Oce: SKIL House, 209 Bank Street Cross Lane, Fort, Mumbai 400 023, Maharashtra, India, (Tel. No. 022 6619 9000, Fax No. 022 2269 6023)
along with
SKIL Knowledge Cities Private Limited

Registered Oce: 13/14, Khetan Bhavan, 198, Jamshedji Tata Road, Churchgate, Mumbai 400 020, Maharashtra, India, (Tel. No. 022 6715 8000, Fax No. 022 6715 8099)
(referred to as the person acting in concert (PAC))
TO ACQUIRE UP TO 3,944,080 FULLY PAID UP EQUITY SHARES OF FACE VALUE OF RS 10 REPRESENTING 20% OF THE EMERGING VOTING CAPITAL (OFFER) OF
Everonn Education Limited (Target Company)

Registered oce: No. 82, IV Avenue, Ashok Nagar, Chennai 600 083, Tel : 044-2371 8202-03/ 2471 5356-59; Facsimile: 044-2471 7845
AT Rs. 587.01/- (Rupees ve hundred eighty seven and one paisa only) PER FULLY PAID UP EQUITY SHARE OF FACE VALUE OF RS 10 (SHARE) PURSUANT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENTS THERETO (THE SEBI (SAST) REGULATIONS)
ATTENTION: 1. This Oer is being made by the Acquirer along with the PAC pursuant to and in accordance with the provisions of Regulations 10 and 12 and other applicable provisions of the SEBI
(SAST) Regulations. This Oer is not a conditional oer and is not subject to a minimum level of acceptance by the Shareholders of the Target Company. This Oer is not a competitive bid. The Oer is subject to the receipt of the approval from the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999 and/or the rules and regulations framed thereunder for acquiring shares from Non-Resident Indians who validly tender their shares under this Oer. The Acquirer and the PAC have led an application on September 14, 2010 with RBI for approval to acquire Shares from non-resident persons pursuant to the Oer. Following the application the Acquirer and PAC have responded to certain queries raised by the RBI. The approval is presently awaited. To the best of knowledge and belief of the Acquirer and PAC, as of the date of this Letter of Oer, there are no other statutory approvals required. The Oer would be subject to all other statutory approvals that may become applicable at a later date before the closure of the Oer. 5. Shareholders who have accepted the Oer by tendering the requisite documents, in accordance with the terms of the Public Announcement / Letter of Oer, can withdraw the same up to 3 working days prior to the date of closure of the Oer. Requests for such withdrawals should reach the Registrar to the Oer or their collection centres on or before 4 pm on Wednesday, 24 November, 2010. 6. Acquirer and PAC are permitted to increase the Oer Price and/ or the number of Shares proposed to be acquired by the Acquirer and/ or PAC. Such upward revision made in accordance with Regulation 26 of the SEBI (SAST) Regulations will not be later than Thursday, 18 November, 2010, which is 7 working days prior to the date of closure of the Oer (i.e. Saturday, 27 November, 2010). If the Oer Price is revised upward, such revised price will be payable to all the Shareholders of the Target Company who have accepted the Oer and submitted their Shares at any time during the Oer period to the extent their Shares have been veried and accepted by the Acquirer and/or PAC. In the event of such revision a public announcement will be made in the same newspapers where the original Public Announcement appeared (mentioned in paragraph 2.2.1 of this Letter of Oer). 7. The Acquirer and PAC may withdraw the Oer in accordance with the conditions specied in Regulation 27 of the SEBI (SAST) Regulations. In the event of such withdrawal the same would be notied by way of a public announcement in the same newspapers in which the Public Announcement was published. 8. There has been no competitive bid. 9. If there is a competitive bid(s): (i) the public oers under all the subsisting bids shall close on the same date; and (ii) as the Oer Price cannot be revised during 7 working days prior to the closing date of the oers/bids, it would, therefore, be in the interest of Shareholders to wait till the commencement of that period to know the nal oer price of each bid and tender their acceptance accordingly. 10. The Public Announcement, this Letter of Oer, Form of Acceptance cum Acknowledgment and Form of Withdrawal is also available on the website of the Securities and Exchange Board of India (SEBI) www.sebi.gov.in. A copy of the Form of Acceptance cum Acknowledgment can also be obtained from the Registrar to the Oer commencing on the date of the dispatch of the Letter of Oer. All future correspondence, if any, should be addressed to the Registrar to the Oer at the address mentioned below.
2. 3. 4.
MANAGER TO THE OFFER
REGISTRAR TO THE OFFER
14th Floor, Express Towers Nariman Point, Mumbai 400 021, India Tel: +9122 4086 3535; Fax: +9122 4086 3610 E-mail: skilopenoer@edelcap.com SEBI Regn: INM0000010650 Contact Person: Ms. Dipti Samant/Ms. Neetu Ranka
Edelweiss Capital Limited
Plot nos. 17-24, Vittal Rao Nagar Madhapur, Hyderabad 500 081. Tel: (91)-40-44655000/ 23420815-23 Fax: +91-040-2343 1551 | E-mail: murali@karvy.com |Website: http://karisma.karvy.com SEBI Registration Number: INR000000221 Contact Person: Mr. Murali Krishna
OFFER OPENING DATE: Monday, November 08, 2010 Activity
OFFER CLOSING DATE: Saturday, November 27, 2010

Original Schedule Date 22 July, 2010 30 July, 2010 12 August, 2010 31 August, 2010 09 September, 2010 17 September, 2010 23 September, 2010 28 September, 2010 12 October, 2010 Day Thursday Friday Thursday Tuesday Thursday Friday Thursday Tuesday Tuesday Revised Schedule Date 22 July, 2010 30 July, 2010 12 August, 2010 04 November, 2010 08 November, 2010 18 November, 2010 24 November, 2010 27 November, 2010 11 December, 2010 Day Thursday Friday Thursday Thursday Monday Thursday Wednesday Saturday Saturday
Public Announcement Date Specied Date* Last date for competitive bid Date by which Letter of Oer will be dispatched to the shareholders Oer Opening Date Last date for revising the Oer Price/ number of shares Last date for withdrawing acceptances from the Oer by the shareholder Oer Closing Date Last date of communicating of rejection/ acceptance and payment of consideration for accepted tenders/return of unaccepted shares
* Specied Date is only for the purpose of determining the names of the Shareholders of the Target Company as on such date to whom this Letter of Oer would be sent. All Shareholders (registered or unregistered), except the Acquirer and PAC, who own the Shares of the Target Company are eligible to participate in the Oer anytime before the closure of the Oer.
RISKFACTORS I. RiskFactorsrelatingtotheAcquirerandPAC
(i)
The Acquirer and PAC cannot provide any assurance with respect to the market price of the Shares of the Target Company before, during or after the Offer and each of them expressly disclaim any responsibility or obligationofanykind(exceptasrequiredbyapplicablelaw)withrespecttoanydecisionbyanyShareholder onwhethertoparticipateornottoparticipateintheOffer. The Acquirer and PAC make no assurance with respect to the continuation of the past trend in the financial performanceoftheTargetCompany.
(ii)
II. RiskFactorsassociatedwiththeOffer (i) The Offer is subject to the Acquirer and PAC obtaining all necessary approvals including the approval from RBI under the Foreign Exchange Management Act, 1999, as amended from time to time and the rules and regulations made there under. The Acquirer and the PAC have filed an application on September 14, 2010 with RBI for approval to acquire Shares from nonresident persons pursuant to the Offer. Following the application the Acquirer and PAC have responded to certain queries raised by the RBI. The approval is presentlyawaited. In the event of regulatory approvals not being received in a timely manner or there is any litigation leading to a stay on the Offer, or SEBI instructing that the Offer should not proceed, the Offer process may be delayedbeyondthescheduleindicatedinthisLetterofOffer.Consequently,thepaymentofconsiderationto theShareholdersoftheTargetCompanywhoseShareshavebeenacceptedintheOfferaswellasthereturn oftheSharesnotacceptedbytheAcquirerand/orPACmaybedelayed. In case of delay in receipt of the statutory approval(s) SEBI has the power to grant an extension of time to the Acquirer and/ or PAC for payment of consideration to the Shareholders of the Target Company, subject to the Acquirer and/or PAC agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation22(12)oftheSEBI(SAST)Regulations. Further, Shareholders should note that after the last date of withdrawal i.e. Wednesday, 24 November, 2010, Shareholders who have lodged their Shares would not be able to withdraw their Shares even if the acceptance of Shares under the Offer and dispatch of consideration gets delayed. The tendered Shares and documents would be held by the Registrar to the Offer, till the process of acceptance of tenders and the payment of consideration is completed. The Shareholders will not be able to trade in such Shares which are inthecustodyoftheRegistrartotheOffer. In the event of oversubscription in the Offer, the acceptance of the Shares tendered will be on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations and will be contingent on the level of subscription and hence there is no certainty that all the Shares tendered by the ShareholdersintheOfferwillbeaccepted. TheAcquirer,PACandtheManagertotheOfferacceptnoresponsibilityforthestatementsmadeotherwise thaninthePublicAnnouncementorthisLetterofOfferorintheadvertisementoranymaterialsissuedbyor at the instance of the Acquirer, PAC and the Manger to the Offer, and any person placing reliance on any othersourceofinformationwouldbedoingsoatitsownrisk.
(ii)
(iii)
(iv)
(v)
(vi)
III.
Risksrelatedtothetransaction (i) (ii) TheOfferissubjecttocompletionrisksaswouldbeapplicabletosimilartransactions. The transaction is subject to the terms of the Investment Agreement (as defined below) entered into between the Target Company, the Acquirer and promoters of the Target Company. In accordance with the Investment Agreement, the transaction shall be completed upon fulfilment of certain conditions precedent agreedbetweenthepartiestotheInvestmentAgreement.
ii
TheriskfactorssetforthabovearenotintendedtocoveracompleteanalysisofallrisksasperceivedinrelationtotheOffer or in association with the Acquirer and PAC, but are only indicative. They do not relate to the present or future business or operations of the Target Company or any other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in the participation by a Shareholder in the Offer. The Shareholders are advised to consult their stockbroker, investment consultant or tax advisor, if any, for further risks with respect to their participation in theOffer CURRENCYOFPRESENTATION InthisLetterofOffer,allreferencestoINRaretotheIndianNationalRupees. InthisLetterofOffer,anydiscrepancyinanytablebetweenthetotalandsumsofamountslistedareduetoroundingoff.
iii
INDEX Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Subject DisclaimerClause DetailsoftheOffer BackgroundoftheAcquirerandPAC OptionintermsofRegulation21(2) BackgroundoftheTargetCompany OfferPriceandFinancialArrangements TermsandConditionsoftheOffer ProcedureforacceptanceandsettlementoftheOffer Documentsforinspection Declaration Page 3 3 9 31 31 44 49 52 61 63
iv
DEFINITIONS UnlessthecontextotherwiseindicatesorrequiresinLetterofOffer,thefollowingtermshave themeaningsgivenbelow. Acquirer SKILInfrastructureLimited,acompanyregisteredunderthe CompaniesAct,1956 Board BoardofdirectorsoftheTargetCompany Act CompaniesAct,1956 BSE BombayStockExchangeLimited CDSL CentralDepositaryServices(India)Limited DraftLetterofOffer Draftletterofofferdated4August2010filedwithSEBI DC DirectCredit DP DepositoryParticipant NECS NationalElectronicClearingServices EmergingVoting Shallhavethemeaningassignedtoitinparagraph5.6 Capital EscrowAccount Shallhavethemeaningassignedtoitinparagraph6.2.2 OfferEscrow Shallhavethemeaningassignedtoitinparagraph6.2.2 Agreement FEMA ForeignExchangeManagementAct,1999 FormofAcceptance FormofAcceptancecumAcknowledgement /FOA Investment Investment agreement dated 21 July, 2010 and amendment Agreement agreement dated 29 October, 2010 to the investment agreement entered into between the Acquirer, the Target Company and its promoters and promoter group to issue and allot to the Acquirer 4,000,000 optionally convertible debentures having a face value of Rs.520.87/ each, on a preferentialallotmentbasis. LetterofOffer ThisLetterofOfferdated29October,2010 ListingAgreements ThelistingagreemententeredintowithNSEandBSE,bythe TargetCompany. Manager/Manager EdelweissCapitalLimited totheOffer/ MerchantBanker NEFT NationalElectronicFundsTransfer NSDL NationalSecuritiesDepositoryLimited NSE NationalStockExchangeofIndiaLimited NRI NonResidentIndians OCB OverseasCorporateBodies OCDs 4,000,000optionallyconvertibledebentureshavingafacevalue ofRs.520.87/eachissuedonpreferentialbasis,pursuantto InvestmentAgreementdated21July,2010 Offer This mandatory offer being made by the Acquirer along with PAC to acquire up to 3,944,080 Shares, representing up to 20% oftheEmergingVotingCapitaloftheTargetCompanyataprice ofRs.587.01/(Rupeesfivehundredeightysevenandonepaisa only) per fully paid up Share, payable in cash as set out in this
1
OfferPrice
OfferShares
OMR PAC Personseligibleto participateinOffer
Preferential Allotment Public Announcement/ PA RBI Registrar/Registrar totheOffer RTGS SEBI SEBI(SAST) Regulations SEBIAct SGD Share(s) Shareholder(s) SpecifiedDate TargetCompany TCC
LetterofOffer Rs. 587.01/ (Rupees five hundred eighty seven and one paisa only) per fully paid up Share of face value of Rs. 10 each in termsofRegulation20oftheSEBI(SAST)Regulations Up to 3,944,080 fully paid up Shares of Rs. 10/ each, representing 20% of the Emerging Voting Capital of the Target Company to be acquired from the public Shareholders of the TargetCompanyattheOfferPrice,payableincash OmaniRial SKIL Knowledge Cities Private Limited, a company registered undertheCompaniesAct,1956 All Shareholders (except the PAC and parties to the Investment Agreement), whose names appear in the register of Shareholders on the Specified Date and also persons who own SharesanytimepriortotheclosureoftheOffer,whetherornot they are registered Shareholders, are eligible to participate in theOffer Preferential allotment of the OCDs of the face value of Rs. 520.87/ each, for cash at the price of Rs. 520.87 per OCD, to theAcquirer Public Announcement as appeared in the newspapers on 22 July 2010 made by the Manager to the Offer on behalf of the Acquirer and PAC which was published in the Financial Express, Jansatta,MakkalKuralandNavshakti ReserveBankofIndia KarvyComputersharePrivateLimited RealTimeGrossSettlement SecuritiesandExchangeBoardofIndia Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, and subsequent amendmentsthereto SecuritiesandExchangeBoardofIndiaAct,1992 SingaporeDollar Fully paid up equity share(s) of the Target Company, having a facevalueofRs.10/each Allowners(registeredorunregistered)ofShares Friday,30July2010 EveronnEducationLimited TaxClearanceCertificate
AlltheinformationunlessotherwisespecificallystatedinthisLetterofOfferareuptoandasof dateofPublicAnnouncement.
DISCLAIMER ASREQUIRED,ACOPYOFTHEDRAFTLETTEROFOFFERHASBEENSUBMITTEDTOSEBI.ITISTO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE 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 SEBI (SAST) REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF EVERONN EDUCATION LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER OR PAC OR THE TARGET COMPANY WHOSE SHARES/CONTROL ARE PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESSOFTHESTATEMENTSMADEOROPINIONSEXPRESSEDINTHELETTEROFOFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRER AND PAC ARE 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 DUE DILIGENCE TO ENSURE THAT THE ACQUIRER AND PAC DULY DISCHARGES THEIR RESPONSIBILITIES ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER EDELWEISS CAPITAL LIMITED HAS SUBMITTED A DUEDILIGENCE CERTIFICATE DATED 4 AUGUST, 2010 TO SEBI IN ACCORDANCE WITH THE SEBI (SAST) REGULATIONS. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERANDPACFROM THEREQUIREMENTOFOBTAININGSUCHSTATUTORYCLEARANCES ASMAYBEREQUIREDFORTHEPURPOSEOFTHEOFFER.
2 DETAILSOFTHEOFFER 2.1 BackgroundtotheOffer 2.1.1 TheAcquirertothisopenoffer(Offer)isSKILInfrastructureLimitedandthePACto this Offer is SKIL Knowledge Cities Private Limited. The Offer is being made under Regulations10and12oftheSEBI(SAST)Regulationspursuanttothefollowing: a) TheAcquirerhasenteredintoaninvestmentagreementdated21July,2010and amendment agreement dated October 29, 2010 (together hereinafter referred toasInvestmentAgreement)withtheTargetCompanyandcertainpromoters andpromotergroupoftheTargetCompanytosubscribeto40,00,000optionally convertible debentures having a face value of Rs.520.87/ each (OCDs) on a preferential allotment basis, subject to receipt of requisite approvals and fulfillment of conditions precedent to closing set forth in the Investment Agreement. Assuming full conversion of the OCDs, the Acquirer will acquire 4,000,000 Shares at Rs. 520.87/ each of the Target Company (Shares) representing 20.28% of the Emerging Voting Capital (as calculated in paragraph 5.6 of this Letter of Offer) of the Target Company, at the price of Rs.520.87/ (Rupeesfivehundredtwentyandeightysevenpaiseonly)perShareaggregating to Rs.208,34,80,000/ (Rupees Two hundred eight crores thirty four lacs and eighty thousand only). The OCDs shall necessarily be redeemed or converted into Shares at any time prior to the expiry of 15 (fifteen) days from the date of closure of Offer in accordance with Regulation 22(5) of the SEBI (SAST) Regulations.
b) AsperthetermsoftheInvestmentAgreement,theAcquirershallalsobecomea copromoter (along with the existing promoters) of the Target Company having certain management and other rights resulting into control over the Target Company. 2.1.2 In view of the above stated intention of the Acquirer to (i) acquire upto 40,00,000 Shares of the Target Company (representing 20.28% of the Emerging Voting Capital of the Target Company) assuming full conversion of the OCDs as described in paragraph 5.6 above; and (ii) acquire control pursuant to certain management and control rights conferred under the Investment Agreement and as described in paragraph 2.1.1 above, there would be a substantial acquisition of shares and change in control of the Target Company. Hence the present Offer is being made by theAcquirerunderRegulations10and12oftheSEBI(SAST)Regulations. The board of directors of the Target Company (Board) in their meeting held on 19 July, 2010 duly authorised the preferential allotment of the OCDs of the face value of Rs. 520.87/ each for cash at the price of Rs. 520.87 per OCD, to the Acquirer (Preferential Allotment). Shareholders of the Target Company at the Extra Ordinary General Meeting held on August 18, 2010 have approved the Preferential Allotmenttothe Acquirerinaccordancewiththeprovisions oftheSection81(1A)of theCompaniesAct,1956andotherapplicableprovisions.ThePreferentialAllotment shall be in accordance with the provisions of, amongst others, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations). The Board of the Target Company in its meeting heldonAugust31,2010allottedtheOCDinfavouroftheAcquirer. The Acquirer and PAC hereby make this Offer to the Shareholders of the Target Company (other than the PAC and parties to the Investment Agreement) to acquire up to 3,944,080 Shares of the Target Company of the face value of Rs 10/ each being 20% of the Emerging Voting Capital of the Target Company at a price of Rs. 587.01/ (Rupees five hundred eighty seven and one paisa only) per Share (Offer Price) payable in cash, in accordance with the SEBI (SAST) Regulations and subject to the terms and conditions mentioned in the Public Announcement and in this letterofofferthatwillbecirculatedtotheShareholdersinaccordancewiththeSEBI (SAST)Regulations(theLetterofOffer). The details of Acquirer, Target Company and certain promoters and promoter group of the Target Company, being the parties to the Investment Agreement are as follows:
NameofParty EveronnEducationLimited SKILInfrastructureLimited i.SarvothamP ii.KishoreP iii.JayaPadamanabhan iv.PKPadmanabhan v.CelebrateIndiaTourismLimited vi.KeerthiKishore vii.JansiKishore
4
2.1.3
2.1.4
2.1.5
Nature TargetCompany Investor/Copromoter/Acquirer Promotersandpromotergroup
2.1.6 SalientfeaturesoftheInvestmentAgreementareasfollows: a) The Acquirer has agreed to subscribe to the OCDs. The OCDs shall, at the soleoptionoftheAcquirer,beconvertibleintoSharesatanytimeduringthe conversion period. The OCDs will be converted into such number of Shares, such that post the conversion the aggregate shareholding of the Acquirer and/or PAC (including all Shares acquired by the Acquirer and/or the PAC pursuant to this Offer) does not exceed 40,00,000 Shares which will constitute20.28%oftheEmergingVotingCapital. The Acquirers obligation to subscribe to the OCDs is subject to fulfillment/ satisfaction of certain conditions precedent set forth in the Investment Agreement. The parties have agreed to deposit subscription consideration in the designatedbankaccount,whichshallbeanolienaccount. The Target Company has agreed and undertaken not to utilize the subscription consideration or any part thereof until conversion and/or redemptionofalloftheOCDs. The Target Company has agreed and undertaken to extend such co operation as may be required by the Acquirer, including but not limited to, provisionofsuchinformationasmayberequiredundertheOfferprocess. The existing promoters and promoter group of the Target Company have agreednottotransfertheirshareholdingintheTargetCompanyforaperiod of 3 (three) years from the date of conversion of the OCDs, save and except 300,000SharesheldbypromotersoftheTargetCompany. TheAcquirerhasagreedtobecomecopromoteroftheTargetCompanyand shallhavetherighttoappointonenonexecutivedirectorandnominatetwo permanentinviteestotheBoardoftheTargetCompany.Suchnonexecutive directorwillnotretirebyrotationandshallbeappointedinaccordancewith theSEBI(SAST)Regulations. The parties have agreed to grant certain affirmative voting rights to the Acquirer which shall be available and exercisable only after appointment of the director nominated by the Acquirer on the earlier of (i) completion of theOffer;and(ii)depositof100%oftheOfferconsiderationintotheEscrow Account. The Acquirer and the promoters of the Target Company have agreed to certain interse rights including transfer restrictions, right of first offer, tag alongright,andcircumstancesunderwhichtherightswillterminate. TheexistingpromotersoftheTargetCompanyhaveundertakencertainnon compete and nonsolicitation undertakings in so far as it relates to the businessoftheTargetCompany. The Shares, after conversion of OCDs are subject to lockin in accordance with the provisions of the SEBI ICDR Regulations. The Acquirer has undertaken that it shall comply with the requirements of lockin in relation totheSharesafterconversionofOCDs.
b)
c) d)
e)
f)
g)
h)
i)
j)
k)
2.1.7 Neither of the Acquirer, PAC or the Target Company has been prohibited by SEBI from dealing in securities, in terms of direction issued under section 11B or any other regulations made under the Securities and Exchange Board of India Act, 1992 andsubsequentamendmentsthereto. AsondateofthePublicAnnouncementandthisLetterofOffer,theAcquirerandthe PAC do not have any representative on the board of directors the Target Company. However, the Acquirer shall have the right to appoint one non executive director and nominate two permanent invitees to the Board of the Target Company, under the terms of the Investment Agreement, in accordance with the SEBI (SAST) Regulations. The parties to the Investment Agreement have agreed to appoint Mr. Nikhil Gandhi upon the earlier of (i) completion of the Offer in accordance with the SEBI (SAST) Regulations; and (ii) deposit of 100% of the Offer consideration into the EscrowAccount.
2.1.8
2.2
DetailsoftheproposedOffer 2.2.1
Publications TheFinancialExpress Jansatta MakkalKural Navshakti Editions Alleditions Alleditions Chennaiedition Mumbaiedition Language English Hindi Tamil Marathi
The Public Announcement for the Offer appeared on 22 July, 2010 in the following newspapers,inaccordancewithRegulation15oftheSEBI(SAST)Regulations.
(ThePublicAnnouncementisalsoavailableattheSEBIwebsite:www.sebi.gov.in)
2.2.2 The Offer is being made by the Acquirer and PAC to all the Shareholders of the TargetCompany (otherthanthePACandpartiestotheInvestmentAgreement)as a result of the proposed acquisition of (i) upto 40,00,000 Shares of the Target Company (representing 20.28% of the Emerging Voting Capital of the Target Company) upon conversion of the OCDs as described in paragraph 2.1.1 above; and (ii) acquire control over the Target Company in the manner described in paragraph 2.1.1 and 2.1.2 above. In view of the above, the Offer is a mandatory Offer under regulation10andregulation12oftheSEBI(SAST)Regulations. The Acquirer and the PAC are making an Offer to acquire up to 39,44,080 Shares of thefacevalueofRs.10each,being20%oftheEmergingVotingCapitaloftheTarget Company in terms of Regulation 21(1) of the SEBI (SAST) Regulations, at a price of Rs.587.01/(Rupees fivehundredeightyseven and onepaisaonly)perfullypaidup Share payable in cash, subject to the terms and conditions set out in this Public AnnouncementandthisLetterofOffer. For the purpose of this Offer, SKIL Knowledge Cities Private Limited (i.e. the PAC) is the person acting in concert with the Acquirer for the purpose of the Offer, within the meaning of regulation 2(1)(e) of the SEBI (SAST) Regulations. Apart from the PAC,therearenootherpersonsactinginconcertforthepurposeofthisOffer.
2.2.3
2.2.4
2.2.5 2.2.6 2.2.7
TherearenopartlypaidupSharesintheTargetCompanyasondateofthisLetterof Offer. This is not a competitive bid. As of the date of this Letter of Offer, there have been nocompetitivebids This Offer is not a conditional offer and is not subject to a minimum level of acceptance by the Shareholders of the Target Company i.e. subject to the terms of the Offer, the Acquirer and the PAC will acquire all Shares of the Target Company that are validly tendered by the Shareholders. In case the number of Shares validly tendered in the Offer is more than the Shares to be acquired in the Offer, the acquisition of Shares from each Shareholder will be, as per the provisions of Regulation 21(6) of the SEBI (SAST) Regulations, on a proportionate basis. Further, thereisnodifferentialpricing. Other than as stated in this Letter of Offer, the Acquirer and the PAC have neither acquired nor have been allotted any Shares of the Target Company in the last 12 monthsfromthedateofPublicAnnouncement. There have been no acquisition(s) of Shares of the Target Company by the Acquirer, or the PAC after the date of the Public Announcement till the date of the Letter of Offer.
2.2.8 2.2.9
2.2.10 Shares that are subject to any charge, lien or encumbrance, any court order/any other attachment/dispute are liable to be rejected in the Offer. Applications in respect of Shares of the Target Company that are subject matter of litigation wherein the Shareholders of the Target Company may be prohibited from transferring the Shares during the pendency of the said litigation are liable to be rejected if the directions / orders regarding these Shares are not received together with the Shares tendered under the Offer. The Acquirer and/or PAC will acquire the Sharestogetherwithallrightsattachedthereto,includingtherightstoalldividends, bonus and rights subsequently declared. The tender by any Shareholder of any Shares in the Offer must be absolute, unconditional and unqualified. Lockedin shares acquired in Offer will be subject to the continuation of lockin remaining in the hands of Acquirer and/or PAC, in accordance with applicable SEBI Regulations andguidelines. 2.2.11 TheManagertotheOfferdoesnotholdany Shares in theTarget Company asat the date of Public Announcement. The Manager to the Offer will not deal with the Shares of the Target Company until the expiry of fifteen days from the date of closureoftheOfferi.e.November27,2010. 2.3 2.3.1 The Offer is being made in compliance with Regulations 10 and 12 and other applicable provisions of SEBI (SAST) Regulations, for the purpose of substantial acquisition of shares and voting rights, accompanied with change in control and managementoftheTargetCompany,assetoutinparagraphs2.1.1and2.1.2above, thereby enabling the Acquirer to exercise joint control over the Target Company (along with the existing promoters). The Acquirer will seek appointment of one
7
Objectsoftheacquisition/Offerandfutureplans
director and two permanent invitees on the Board of the Target Company, in accordance with the provisions contained in the Investment Agreement, Companies Act,1956,SEBI(SAST)Regulationsandotherapplicablelaws. 2.3.2 The Acquirer and the PAC would support the existing business of the Target Company. The Acquirer would become the copromoter of the Target Company and intends to develop the existing business of the Target Company and strengthen its position in the industry. The strategic joint control over the Target Company will allowtheAcquirertoestablishitselfintheeducationsector. As on the date of the Public Announcement, the Acquirer and/or the PAC do not have any plans to make any major change to the existing line of business of the Target Company or its subsidiaries or to dispose off or otherwise encumber any assets of the Target Company in the next 24 months, except in the ordinary course of business. The Board of the Target Company shall take appropriate decisions in these matters in the ordinary course of business of the Target Company or to the extent required for the purpose of restructuring, joint venture, rationalization of assets, investmentsor liabilitiesoftheTargetCompanyforcommercialreasons,and operationalefficienciesandonaccountofregulatoryapprovals. Other than as aforesaid, the Acquirer and PAC undertake that they shall not sell, dispose of or otherwise encumber any substantial asset of the Target Company withoutthepriorapprovaloftheShareholdersoftheTargetCompany.
2.3.3
2.3.4
3 45 67 8 9
67

6 67 2 8
6
7
6! " # $ # % & 2' ( ) * + ) , . / 0 1 . 2 3 1 2 . 4 + * 5 65 1 4 7 8 + / + 9 2 : ; 5 3 + ; 5 65 1 4 7 + 3 < 69 / , = 8 + >/ 0 + 5 , 3 < . 9 < . / 1 4 7 + < , + ? @ + A 4 : . 2 / . = 8 + B B @ + / 0 + ' 4 / + ( 5 , C + D , C 5 , 4 4 . 0 + * 5 65 1 4 7 + 2 , 7 4 . + 1 E 4 + F < 69 / , 5 4 0 + G 3 1 + B H I + / , 7 + 3 < 664 , 3 4 7 + 5 1 0 + : 2 0 5 , 4 0 0 + 2 , 7 4 . + 3 4 . 1 5 5 3 / 1 4 + < + 3 < 664 , 3 4 64 , 1 + < + : 2 0 5 , 4 0 0 + 7 / 1 4 7 + J + G 9 . 5 ; 8 + B B @ + K E 4 + , / 64 + < + 1 E 4 + 3 < 69 / , = + >/ 0 + 3 E / , C 4 7 + 1 < + ' 4 / + ( 5 , C + ) , . / 0 1 . 2 3 1 2 . 4 + * 5 65 1 4 7 + >5 1 E + 4 4 3 1 + . < 6+ L + M / , 2 / . = 8 + B B B + / , 7 + >/ 0 + 0 2 : 0 4 N 2 4 , 1 ; = + 3 E / , C 4 7 + 1 < + ' ( ) * + ) , . / 0 1 . 2 3 1 2 . 4 + * 5 65 1 4 7 + >5 1 E + 4 4 3 1 + . < 6+ O/ . 3 E + ? H 8 + ? @ @ L + P 4 C 5 0 1 4 . 4 7 + < 5 3 4 + < + 1 E 4 + G 3 N 2 5 . 4 . + 5 0 + ' ( ) * + Q< 2 0 4 8 + ? @ B + R / , S + ' 1 . 4 4 1 + F . < 0 0 + * / , 4 8 + A < . 1 8 + O2 6: / 5 + T + L @ @ + @ ? 8 + O/ E / . / 0 E 1 . / 8 + ) , 7 5 / 8 + K 4 ; + U< + @ ? ? + I I B + B @ @ @ 8 + A / V + U< + @ ? ? + ? ? I B + I @ ? + + ? 2K E 4 + 9 . < 6< 1 4 . 0 + < + 1 E 4 + G 3 N 2 5 . 4 . + / . 4 + O. + U5 S E 5 ; + W + X/ , 7 E 5 8 + O. + R E / Y 4 0 E + W + X/ , 7 E 5 + / , 7 + O4 1 . < 9 < ; 5 1 / , + ) , 7 2 0 1 . 5 4 0 + Z / + 9 / . 1 , 4 . 0 E 5 9 + 5 . 68 + >E 4 . 4 + U5 S E 5 ; + W + X/ , 7 E 5 + / , 7 + R E / Y 4 0 E + W + X/ , 7 E 5 + / . 4 + 1 E 4 + < , ; = + 9 / . 1 , 4 . 0 [ + K E 4 + G 3 N 2 5 . 4 . + 5 0 + 1 E 4 + ; / C 0 E 5 9 + 3 < 69 / , = + < + 1 E 4 + ' ( ) * + ) , . / 0 1 . 2 3 1 2 . 4 + C . < 2 9 + + 2K E 4 + G 3 N 2 5 . 4 . + 5 0 + \ ] ^ _ ` a b c \ b + 5 , + 1 E 4 + : 2 0 5 , 4 0 0 + < + 7 4 Y 4 ; < 9 64 , 1 + < + 5 , . / 0 1 . 2 3 1 2 . 4 + 9 . < d 4 3 1 0 + 5 , + ) , 7 5 / + ) 1 + E / 0 + : 4 4 , + 5 , 0 1 . 2 64 , 1 / ; + 5 , + 1 E 4 + 7 4 Y 4 ; < 9 64 , 1 + < + 1 E 4 + W 5 9 / Y / Y + W < . 1 8 + 1 E 4 + W 5 9 / Y / Y + P / 5 ; >/ = + / , 7 + 1 E 4 + W 5 9 / Y / Y + * 5 , S + P < / 7 + K E 4 + W 5 9 / Y / Y + W < . 1 + >/ 0 + 7 4 Y 4 ; < 9 4 7 + : = + X2 d / . / 1 + W 5 9 / Y / Y + W < . 1 + * 5 65 1 4 7 8 + / , + 4 , 1 5 1 = + < . 5 C 5 , / ; ; = + 9 . < 6< 1 4 7 + : = + 1 E 4 + G 3 N 2 5 . 4 . + Z , < >+ 7 5 Y 4 0 1 4 7 [ 8 + / 0 + 1 E 4 + 5 . 0 1 + 9 . 5 Y / 1 4 + 0 4 3 1 < . + 9 < . 1 + 5 , + ) , 7 5 / + K E 4 + G 3 N 2 5 . 4 . e 0 + 5 , 1 4 . 4 0 1 0 + 5 , + 4 / 3 E + < + W 5 9 / Y / Y + P / 5 ; >/ = + / , 7 + 1 E 4 + W 5 9 / Y / Y + * 5 , S + P < / 7 + >4 . 4 + / ; 0 < + 7 5 Y 4 0 1 4 7 + 5 , + ? @ @ H + K E 4 + G 3 N 2 5 . 4 . + / ; 0 < + ; 4 7 + 1 E 4 + 7 4 Y 4 ; < 9 64 , 1 + < + 1 E 4 + O/ E / + O2 6: / 5 + 0 9 4 3 5 / ; + 4 3 < , < 65 3 + f < , 4 + / 0 + >4 ; ; + / 0 + 1 E 4 + U/ Y 5 + O2 6: / 5 + 0 9 4 3 5 / ; + 4 3 < , < 65 3 + f < , 4 + K E 4 + G 3 N 2 5 . 4 . + 5 0 + / ; 0 < + 1 E 4 + 9 . < 6< 1 4 . + < + W 5 9 / Y / Y + ' E 5 9 = / . 7 + * 5 65 1 4 7 8 + / + ; 5 0 1 4 7 + 4 , 1 5 1 = + + + + L 2K E 4 + G 3 N 2 5 . 4 . + E / 0 + 9 5 < , 4 4 . 4 7 + 0 4 Y 4 . / ; + 5 , . / 0 1 . 2 3 1 2 . 4 + 9 . < d 4 3 1 0 + 5 , + 1 E 4 + 3 < 2 , 1 . = + D / 3 E + < + 1 E 4 + 9 . < d 4 3 1 0 + 5 , + S 4 = + 0 1 . / 1 4 C 5 3 + / . 4 / 0 + 0 2 3 E + / 0 + 9 < . 1 8 + 0 E 5 9 = / . 7 8 + . / 5 ; >/ = 0 8 + . < / 7 0 8 + >/ 1 4 . + / , 7 + 2 . : / , + 5 , . / 0 1 . 2 3 1 2 . 4 + / . 4 + 2 , 5 N 2 4 + 5 , + 1 E 4 5 . + . 4 0 9 4 3 1 5 Y 4 + 3 / 1 4 C < . 5 4 0 + , < 1 + < , ; = + 7 2 4 + 1 < + 1 E 4 + 5 . 0 1 g 1 5 64 + 5 , Y < ; Y 4 64 , 1 + < + 9 . 5 Y / 1 4 + 0 4 3 1 < . + 5 , 5 1 5 / 1 5 Y 4 8 + 3 / 9 5 1 / ; + / , 7 + 6/ , / C 4 64 , 1 + 1 E 4 . 4 5 , + : 2 1 + / ; 0 < + < , + / 3 3 < 2 , 1 + < + 1 E 4 + 3 < , 3 4 9 1 + / , 7 + 9 < ; 5 3 = + 3 E / , C 4 0 + 2 , 7 4 . ; = 5 , C + 4 / 3 E + < + 1 E 4 0 4 + 9 . < d 4 3 1 0 + < + , / 1 5 < , / ; + 5 69 < . 1 / , 3 4 + + H 2G 0 + < , + 7 / 1 4 + < + 1 E 4 + W 2 : ; 5 3 + G , , < 2 , 3 4 64 , 1 8 + 5 0 0 2 4 7 + / , 7 + 9 / 5 7 + 2 9 + 0 E / . 4 + 3 / 9 5 1 / ; + < + 1 E 4 + G 3 N 2 5 . 4 . + 5 0 + / 0 + 2 , 7 4 . h + + + g 2D N 2 5 1 = + 3 / 9 5 1 / ; + < + P 0 + ? H 8 L B ? @ + ; / 3 0 + 3 < , 0 5 0 1 5 , C + < + ? H 8 L B 8 ? 8 @ @ + 2 ; ; = + 9 / 5 7 g 2 9 + 4 N 2 5 1 = + 0 E / . 4 0 + 4 / 3 E + < + / + / 3 4 + Y / ; 2 4 + < + P 0 + @ + + g 2F < 69 2 ; 0 < . 5 ; = + 3 < , Y 4 . 1 5 : ; 4 + 9 . 4 4 . 4 , 3 4 + 0 E / . 4 0 + < + P 0 + ? @ 8 @ @ @ @ @ + ; / 3 0 + 3 < , 0 5 0 1 5 , C + < + ? @ 8 @ @ @ + 9 . 4 4 . 4 , 3 4 + 0 E / . 4 0 + < + / 3 4 + Y / ; 2 4 + < + P 0 + @ @ 8 @ @ @ + 4 / 3 E +
0 0 0 0
1 2 2
3.1.6
NameoftheEquityShareholder Promoters/PromoterGroup NikhilP.Gandhi RupaliB.Gandhi BhaveshP.Gandhi PratapraiGandhi NehaGandhi Nikhil P. Gandhi, Bhavesh P. Gandhi JointHolders* MontanaInfrastructureLimited TotalI FII/MutualFunds/FIs/Banks M2N2PartnersLimited TotalII Public/Others AshwiniInfrastructurePrivateLimited AbhayKumarPandey MadanLalNarula TotalIII Total(I+II+III) 4,763 9,526 4,763 433,433 4,763 15,12,17,247 9,11,87,635 24,28,62,130 2,523,880 2,523,880 94,96,615 15,500 13,885 95,26,000 254,912,010 Negligible Negligible Negligible 0.17 0 59.28 35.75 95.27 0.99 0.99 3.72 0.01 0.01 3.74 100 Numberofequityshares %ofissuedcapital
The shareholding pattern of the Acquirer as on the date of Public Announcement isasfollows:
*NikhilGandhiandBhaveshGandhiarepartnersinMetropolitanIndustries,apartnershipfirmwhich holdsthesharesoftheAcquirer
NameofthePreferenceShareholder Promoters NA FII/MutualFunds/FIs/Banks AshokaInvestmentHoldingsLimited AmbadeviMauritiusHoldingLimited Public/Others NA Total Numberofpreference shares* 15,385 4,615 20,000 %shareholding 76.93 23.08 100.00
*FacevalueofpreferencesharesisRs1,00,000pershare
10
3.1.7
The Acquirer being a holding company for various projects derives income mainly from project development fees by developing its various projects, dividend and capital gain as & when such project is divested. Hence the Acquirer does have regular sources of income from project development activities. The financial highlights of the Acquirer for the years ended March 31, 2007, March 31, 2008 and,March31,2009andtheelevenmonthperiodendedFebruary28,2010areas follows:
(Rs.InLacsunlessotherwisespecified,exceptpersharedata)
Profit&LossStatement
Audited Yearended March31, 2007
AuditedYear ended March31, 2008
AuditedYear ended March31,2009
Reviewed eleven months ended February28, 2010 0.72 483.00 91.52 575.24 166.23 409.01
DividendIncomeandProfit onSaleofInvestments IncomefromProject Developments OtherIncome TotalIncome TotalExpenditure ProfitBeforeExceptional item,Depreciation, Interest&Tax ExceptionalIncome ProfitBeforeDepreciation, Interest&Tax Depreciation Interest(net) ProfitBeforeTax ProvisionforTax ProfitAfterTax
150.11 1007.50 609.53 1767.14 868.63 898.51
534.04 2166.61 308.08 3008.73 770.63 2238.10
61.34 473.00 (9.35) 524.99 211.73 313.26
NIL 898.51 128.08 293.64 476.79 120.00 356.79
NIL 2238.10 117.64 1370.43 750.03 102.00 648.03
NIL 313.26 136.24 22.00 155.02 25.00 130.02
NIL 409.01 107.63 15.37 286.01 44.08 241.93 Reviewed elevenmonths ended February28, 2010 25491.20 20000.00 24288.53 69779.73 176.81
Audited Yearended March31, 2007 25238.81 NIL 22532.27 47771.08 6022.49

11
BalanceSheetStatement
AuditedYear ended March31, 2008 25238.81 NIL 22632.46 47871.27 5307.36
AuditedYear ended March31,2009
Sourcesoffunds Paidupsharecapital PreferenceShareCapital ReservesandSurplus Networth(Note1) Securedloans
25491.20 20000.00 24046.60 69537.80 11416.85
BalanceSheetStatement
Audited Yearended March31, 2007 2293.02 NIL 56086.59 487.99 14064.40 41534.20 56086.59 AuditedYear ended March31, 2007 NIL 0.14 0.75 18.93
AuditedYear ended March31, 2008 2293.02 NIL 55471.65 461.64 30934.05 24075.96 55471.65 AuditedYear ended March31, 2008 NIL 0.26 1.35 18.97
AuditedYear ended March31,2009 NIL NIL 80954.65 506.55 47436.32 33011.78 80954.65
Reviewed elevenmonths ended February28, 2010 21926.14 NIL 91882.68 456.63 49913.30 41512.75 91882.68 Reviewed elevenmonths endedFebruary 28,2010 NIL 0.09 0.35 19.53
Unsecuredloans Deferredtaxliability Total
Usesoffunds Netfixedassets Investments Netcurrentassets Total
OtherFinancialData Dividend(%) EarningPerShare*(Rs.) ReturnonNetworth** (%) BookValuePerShare*** (Rs.) AuditedYear ended March31,2009
NIL 0.05 0.19 19.43
Source As per certificate dated 19 July 2010, provided by statutory auditor of the Acquirer (Bharat Shah & Associates,CharteredAccountant,Membershipno.32281)
*EarningPerShare=ProfitAfterTax/No.OfEquityshares. **ReturnonNetworth=ProfitAfterTax/NetworthX100 ***BookValuePerShare=(NetWorthPreferenceShareCapital)/No.OfEquityShare
Note1: Networth = Paid up equity share capital + Preference share capital + Reserve and Surplus; where, ReserveandSurplus=ReserveandSurplusMiscellaneousExpenditure.
3.1.8
Primary reasons for the increase in total revenues and net profit of the Acquirer areasunder: YearEndedMarch2009comparedtoYearEndedMarch2008 a) IncomefromOperations The Acquirers primary revenue/gains are mainly out of its investments in various infrastructure projects being developed by it and subsequent strategic/other divestments of these projects from time to time. Its total
12
revenues had reduced to Rs.524.99 lacs in fiscal year ended March 2009 as compared to Rs.3,008.73 lacs attained during March 2008. The reduction in gross revenues is primarily attributed to the decline in project development income from Rs. 2,166.61 lacs in March 2008 to Rs. 473 lacs in March 2009 duetocompletionofprojectsunderdevelopmentinfiscal2008. b) ProfitafterTax The Acquirers profit after tax has reduced to Rs. 130.02 lacs during the fiscal year ended March 2009 as against Rs. 648.03 lacs achieved during March 2008. This reduction in profit is on account of lower project development revenuereceivedastheprojectsundertakenwerecompletedinfiscal2008. YearEndedMarch2008comparedtoYearEndedMarch2007 a) IncomefromOperations The gross earnings of the Acquirer grew to Rs. 3008.73 lacs during the year ended March 2008 as compared to Rs. 1767.14 lacs made during March 2007 onaccountofsustainedgrowthinprojectdevelopmentactivitiesduetowhich project development revenues increased from Rs. 1007.50 lacs in fiscal year endedMarch2007toRs.2166.61lacsinfiscalyearendedMarch2008. b) ProfitAfterTax TheprofitaftertaxoftheAcquirerforthefiscalyearendedMarch2008,stood at Rs. 648.03 lacs as compared to Rs. 356.79 lacs made during the fiscal year ended March 2007 due to sustained growth in project development revenue leadingtoimprovementintheperformanceduringthefiscalyear2008. 3.1.9 SignificantAccountingPolicies: a) Basisofpreparationoffinancialstatements The Financial Statements are prepared under the historical cost convention, onanaccrualbasisofaccounting. b) FixedassetsandDepreciation Fixed Assets are stated at cost of acquisition including expenses incidental to theiracquisition. Depreciation on fixed assets isprovidedon thewrittendownvaluemethod at theratesprescribedinScheduleXIVtotheCompaniesAct,1956. c) Investments Longterm investments are stated at cost of acquisition including expenses incidental to their acquisition. Diminution in value of longterm investments is recognised if the diminution is considered permanent. Interest relating to
13
direct acquisition of investments is capitalised and treated as cost of acquisitionoftheinvestment. d) Stockintrade Stockintrade is valued at the yearend at the lower of cost and fair market value. e) Revenuerecognition Revenue from service transactions is recognised as and when the service is rendered. f) Retirementbenefits Companys contribution to the Regional Provident Fund is provided for in the yearinwhichcontributionisdue. g) Miscellaneousexpenditure Preliminaryexpensesareamortisedoveraperiodof10years. h) Taxation Currenttax Current tax provision is made annually based on the tax liability computed after considering tax allowances and exemption using current tax rates in accordancewiththeprovisionsoftheIncomeTaxAct,1961. Deferredtax The Company provides for deferred tax in accordance with the Accounting Standard22 Accounting for Taxes on Income, issued by The Institute of Chartered Accountants of India. Deferred tax assets arising on account of unabsorbed depreciation or carry forward losses are recognized only when there is a virtual certainty supported by convincing evidence that such assets willberealized. 3.1.10 As on February 28, 2010, the contingent liabilities and other financial obligations oftheAcquirerareasunder:
(a)CorporateguaranteesgivenonbehalfofAssociated concerns (b)ClaimsforIncomeTaxnotAcknowledgedbythe company AsonFebruary28,2010 (Rs.lacs) 4,05,130.00 119.14

(Source:CertificateforBharatShah&Associates,CharteredAccountants,dated19July2010)
14
3.1.11 The names, addresses, experience and qualifications of the board of directors of theAcquirerasondateofPublicAnnouncementareasfollows:
Nameofthe Director Mr.NikhilP. Gandhi Designation & Appointment Date Executive Chairman October08, 1990 Vice Chairman April17,1999 Director Identification Number(DIN) 00030560 Qualification ResidentialAddress Bachelorof Commerce 21,SagarVilla,38, BhulabhaiDesai Road,Mumbai 400026 NewBreachCandy CoOpSocLtd,D/4 4thFloor,70C BhulabhaiDesai Road,Mumbai 400026 1401/1402,Vinayak Angan,Old PrabhdeviRoad, Worli,Mumbai 400025 57,UnitIII,Poorvi Marg,VasantVihar, NewDelhi,110057 Delhi 14,Shantivan,1st FloorRamKrishna MissionRoad,Khar (West),Mumbai 400052 704/705,Sahara Apartments,Sector 6,PlotNo.11, Dwarka,NewDelhi 110075 CII/69,Moti BaghI,NewDelhi 110021 FlatNo.34.NCPA Apartments,Dorabji TataRoad,Nariman Point,Mumbai 400021
Mr.Bhavesh P.Gandhi
00030623
Bachelorof Commerce
Mr.P Director Krishnamurthy January22, 2005
00013565
Chartered Accountant
Mr.BPMisra
Director March05, 2009
01822448
I.A.S.(Retd)
CommodoreV Director GHonnavar October08, 1990
00032105
Graduate fromthe National Defence Academy Graduatein Economics& I.R.A.S. (Retd.), Graduatein Engineering, I.A.S.(Retd) Bachelor's Degreein Mining Machinery& MBA
Mr.APrasad
Director January22, 2005
00274125
Mr.KRoyPaul Director January01, 2010 Mr.Santosh Senapati Nominee Director April21,2008
002863821
00076219
15
DetailsofexperienceofDirectorsoftheBoardoftheAcquirer 1. Mr. Nikhil P. Gandhi serves as chairman of SKIL Infrastructure group and ExecutiveChairmanoftheAcquirer.Heisafirstgenerationentrepreneurwith business interest in marine equipments, marine engineering and infrastructure. Mr. Gandhi has approximately 27 years of experience as an entrepreneur of various infrastructure development projects. Under his leadership, the first private port in India was set up through Gujarat Pipavav PortLimited.HewasnominatedasatrusteeoftheMumbaiPortTrustontwo occasions. In 1990, he received the Best Young Entrepreneurs award from the Ministry of Chemicals and Petrochemicals, Government of India and in 2001, he was conferred the Great Son of Soil award by the All India ConferenceofIntellectuals. 2. Mr. Bhavesh P. Gandhi serves as Vice Chairman of the Acquirer. His expertise on each domain that the Acquirer enters, and his attention to detail are the qualities that ensure that each project that the Acquirer undertakes is implemented smoothly and professionally. He has approximately 26 years of experience as an entrepreneur and expertise in infrastructure development projects. 3. Mr. P. Krishnamurthy, prior to joining SKIL group had served as Vice Chairman, JM Morgan Stanley. A Chartered Accountant from Kolkata, Mr. Krishnamurthyhasanexperienceofnearly34yearsincorporatemanagement and strategy, restructuring, mergers &acquisitions, international business and joint ventures, financial management & banking. His expertise includes managing and supervising business units in India and abroad at the highest levels. He is an integral part of the SKIL Infrastructure group and contributes significantlytopolicydevelopmentandfinancing. 4. Mr. B. P. Misra belongs to the Union Territories Cadre of the IAS. In his prior assignment, he has represented India as Executive Director in the International Monetary Fund (IMF) at Washington DC. Besides India, he has also represented Bangladesh, Bhutan and Sri Lanka at the IMF Board. Prior to hisassignmentwithIMF,hedidastintintheUnionMinistryofFinanceinitially as Additional Secretary and then as Special Secretary. He was nominated to the LIC Board by the Finance Minister. He was a Director in the Board of Delhi Metro. 5. Commodore V. G. Honnavar is highly experienced, with 33 years of Naval Service and about 27 years in the private sector. Cmde. Honnavar was awarded the Ati Vishisht Seva Medal for rendering meritorious and distinguished service to the Indian Navy. With his experience in training and logistics,hehasbeenakeyfigureintheSKILGroupsince1980. 6. Mr. A. Prasad, I.R.A.S. (Retd.), completed his post graduation in Economics from the Delhi School of Economics and then joined the Indian Railway Accounts Service in 1963. He has been closely associated with the countrys industrial sector. In his capacity as Member (Finance) and exofficio Secretary to the Government in the Dept. of Telecommunications (Ministry of
16
Communications), Mr. Prasad has played a proactive role in restructuring / liberalization exercises in the telecom sector. He was also actively involved in raising resources for Public Sector Companies in the telecom sector in the international capital markets. He plays a keen role in guiding and shaping the growthpoliciesoftheSKILGroup. 7. Mr. K. Roy Paul joined the Indian Administrative Service in 1967 and served the State Government of Bihar and the Government of India in various capacities. In his long government service spanning 37 years he held various senior positions including Secretary to Government of India in the Ministry of Civil Aviation and Chairman, Air India, Special Secretary and Additional Secretary in the Ministry of Environment & Forests, Joint Secretary in the Department of Information Technology, Director and Deputy Secretary in the Ministry of Commerce and Principal Secretary to the State Government of Bihar in the Departments of Industries and Urban development. He was also the first Chairman of the National Coastal Zone Management Authority. After his retirement from the Indian Administrative Service in 2004, he was appointed Member of the Union Public Service Commission, a constitutional authority equated with the Election Commission of India and the Supreme CourtofIndia. 8. Mr.SantoshSenapatiservesontheBoardofDirectorsasNomineeDirectorof AIG. He is Managing Director of AIG and leading a team of professionals in AIG's private equity business franchise in India. Prior to joining AIG, he was with Jardine Fleming India Securities Ltd. and ABN Amro Bank He has a Bachelor's Degree in Mining Machinery from the Indian School of Mines, Dhanbad, and an MBA Degree from the Indian Institute of Management, Ahmedabad. Mr. Senapati has an experience of 23 years in the field of management. 3.1.12 ThedetailsofthecompaniespromotedbytheAcquirerareasfollows:
1.
GujaratPositraPortCompanyLimited(GPPCL): Gujarat Positra Port Company Limited was incorporated on July 22, 1998. It received its certificate of commencement of business on August 7, 1998. GPPCL is established for the purpose of construction and development of ports.Ithasyettocommencebusiness.Itsregisteredofficeislocatedat905, 906,SakarII,EllisBridgeCorner,EllisBridge,Ahmedabad380006,Gujarat
17
FinancialPerformance The audited financial results of Gujarat Positra Port Company Limited for the lastthreeyearsaresummarizedbelow:
(Rs.inlacs,unlessotherwisestated)
Income/Sales Profit/(Loss)aftertax Equitysharecapital Reserveandsurplus(excludingrevaluation reserve)(1) Earningspershare(Rs.) Netassetvalueorbookvaluepershare(Rs.)(2)
March 31,2007 5.00 4.42 18.24
March 31,2008 7374.18 4.42 10.01
March 31,2009 8316.06 1417.23 11.70
(1)Netofmiscellaneousexpenditurenotwrittenoff. (2)FacevalueofeachequityshareisRs.10.
GPPCLhasnotbecomeasickcompanywithinthemeaningofSICAnorisit subjecttoawindinguporderorpetition.
2.
SKILHimachalInfrastructureandTourismLimited(SHITL); SKIL Himachal Infrastructure and Tourism Limited was incorporated on December 16, 2005 and it received certificate of commencement of business on 27 October 2006. SHITL was established to carry on the business of infrastructure and tourism related activities. Its registered office is located at C11 Qutub Institutional Area, New Delhi 110 016. The company is yet to commencebusiness.
FinancialPerformance The audited financial results of SHITL for the last three years are summarized below:
Income/Sales Profit/(Loss)aftertax Equitysharecapital Reserveandsurplus (excludingrevaluation reserve)(1) Earningspershare(Rs.) Miscellaneous Expenditure Netassetvalueorbook valuepershare(Rs.)(2)
March31,2007 5.00
March31,2008 5.00
March31,2009 4705.00
0.39
33.91 (57.81)
33.91 9.93
9.22
18
SHITLhasnotbecomeasickcompanywithinthemeaningofSICAnorisit subjecttoawindinguporderorpetition.
3.
PoseidonInfrastructureLimited(PIL); PIL was incorporated on January 20, 1998 as Pipavav LNG and Power Limited. With effect from July 9, 1998 the name of the company was changed to Gujarat Pipavav LNG Company Limited and subsequently to Poseidon Infrastructure Limited on February 25, 2002. The company was incorporated for the purpose of setting up of Liquefied Natural Gas (LNG) import and regasification terminals. Subsequently, the company relinquished its developmentrightsinfavourofBritishGas.Subsequentto2002,thecompany changed the nature of its business to infrastructure development and related activities. Its registered office is located at 905, 906, Sakar II, Ellis Bridge Corner, Ellis Bridge, Ahmedabad 380 006, Gujarat. It has yet to commence business. FinancialPerformance The audited financial results of PIL for the last three years are summarized below:
March31,2007 5.00 1.54 6.91 March31,2008 5.00 1.72 6.56 1.80 6.40 March31,2009 5.00
Income/Sales Profit/(Loss)aftertax Equitysharecapital Reserveandsurplus (excludingrevaluation (1) reserve) Earningspershare (Rs.) Miscellaneous Expenditure Netassetvalueorbook valuepershare(Rs.)(2)
(1)Netofmiscellaneousexpenditurenotwrittenoff. (2)FacevalueofeachequityshareisRs.10
PILhasnotbecomeasickcompanywithinthemeaningofSICA. PIL made an application under the Easy Exit Scheme (EES), 2010 on 31 August 2010 for the striking off the name of PIL from the registrar of companies undersection560oftheCompaniesAct,1956.Theapplicationispendingwith therelevantRegistrarofCompanies.
19

4.
UrbanInfrastructureHoldingsPrivateLimited(UIHPL) UIHPL was incorporated on June 28, 2005 as SKIL SEZ Infrastructure Holdings Private Limited. With effect from March 22, 2006, the name of the company was changed to Urban Infrastructure Holdings Private Limited. The company was established to carry on the business of infrastructure facilities and services including cities, towns, roads, ports, airports, airways, railways, tramways, mass rapid transport systems, cargo movement and management systems, industrial estates, residential houses, green parks, relating port infrastructure environmental protection and pollution control, transport, public utilities, municipal services, clearing house agency and stevedoring services and creation of infrastructure facilities and services including telecommunication, cell services, satellite communication and networking. The registered office of the company is located at Jai Centre, 1st Floor, 34 P. DMelloRoad,OppositeRedGate,Mumbai400009.
FinancialPerformance The audited financial results of UIHPL for the last three years are summarized below:
Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus (excluding revaluation reserves)(1) Earningspershare (Rs.)(2) Netassetvalueor bookvaluepershare (Rs.)(2)
FortheperiodendedMarch31, 2008 2009 2007 1281.8 1252.3 1019.9 (133.9) 344.2 (1528.2) 6215.5 10,001.0 35474.3 401.0 712.9 (815.2)
(0.22) 10.64
0.42 10.71
(0.49) 9.77
UIHPLhasnotbecomeasickcompanywithinthemeaningofSICAnorisit subjecttoawindinguporderorpetition
5.
HorizonCountryWideLogisticsLimited(HCWL) HCWL was incorporated on June 7, 2007 as Nhava Seva Distriparks Limited. With effect from October 17, 2007, its name was changed to Horizon Country Wide Logistics Limited. It received its Certificate for Commencement of
20
Business on July 27, 2007. HCWL was established for the purpose of carrying onalltypeofinfrastructureprojects,facilitiesorworksforlogisticsprojectand related infrastructure. It has yet to commence business. Its registered office is located at 13/14, Khetan Bhavan, 198, Jamshedji Tata Road, Churchgate, Mumbai400020. FinancialPerformance The audited financial results of HCWL for the last two years are summarized below:
Income/Sales Profit/(Loss)aftertax Equitysharecapital Reserveandsurplus(excludingrevaluationreserve) (1) Earningspershare(Rs.) Netassetvalueorbookvaluepershare(Rs.)(2)
(Rs.inlacs,unlessotherwisestated) March March 31,2008 31,2009

79.34 10.16 7034.50 10.16 0.02 10.01 2768.01 63.89 13640.97 6034.11 0.06 14.42
HCWLhasnotbecomeasickcompanywithinthemeaningofSICAnorisit subjecttoawindinguporderorpetition. SKILKarnatakaSEZLimited(SKSL) SKIL Karnataka SEZ Limited was incorporated on 31 August, 2007 vide certification of incorporation bearing CIN U45200MH2007PLC173683, issued by the Registrar of Companies, Maharashtra, at Mumbai. SKSL received its certificate for commencement of business on November 15, 2007 from the Registrar of Companies, Maharashtra, at Mumbai. SKSL was established for promoting, developing, building, creating, supplying, operating, owning, contracting, organising all kind of Special Economic Zone and infrastructure projects, facilities, works and services. It has yet to commence business. Its registered office is locatedatSKILHouse,209,BankStreetCrossLane,Fort,Mumbai400023,India.
6.
21
FinancialPerformance TheauditedfinancialresultsofSKILKarnatakaSEZLimitedforthelasttwoyearsare summarizedbelow:

(Rs.inLacsunlessotherwisestated)
Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding (1) revaluationreserves) Earningspershare(Rs.)(2) Netassetvalueorbookvalueper share(Rs.)(2)
Fortheperiodended31March 2008 2009 NA NA NA NA 5.00 5.00 NA NA NA 8.75 NA 8.75
SKSL has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) nor is it subject to awindingup orderorpetition. 7. SKILAdvanceSystemsPrivateLimited(SASPL) SKIL Advance Systems Private Limited was incorporated on September 24, 2009 vide Certification of Incorporation bearing CIN U74900MH2009PTC196016, issued by the Registrar of Companies, Maharashtra, at Mumbai as Stupendous Infrastructure Private Limited (SIPL). With effect from March 05, 2010 the name was changed to SKIL Advance Systems Private Limited. SASPL was incorporated for the purpose of carrying on the business of scientific, technical and other research and development activities. It has yet to commence business. The registered office of SASPL is located at SKIL House, 209 Bank Street Cross Lane, Fort,Mumbai400023. FinancialPerformance NoauditedfinancialsofSASPLareavailablepostitsincorporation. SASPL has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) nor it subject to awindingup orderorpetition. 8. SKILShipyardHoldingsPrivateLimited(SSHPL) SKIL Shipyard Holdings Private Limited was incorporated on August 16, 2005 vide certification of incorporation bearing CIN U45203MH2005PTC155377, issued by the Registrar of Companies, Maharashtra, at Mumbai. SSHPL was established for the purpose of carrying on business of promoting, developing, building, creating, operating, owning, contracting, organising all kind of infrastructure facilities and
22
services. It has yet to commence business. Its registered Office is located at SKIL House,209,BankStreetCrossLane,Fort,Mumbai400023. FinancialPerformance The audited financial results of SKIL Shipyard Holdings Private Limited for the last threeyearsaresummarizedbelow:
2007 NA NA 1.00 NA NA 7.70
Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus (excludingrevaluation reserves)(1) Earningspershare(Rs.) (2) Netassetvalueorbook valuepershare(Rs.)(2)
FortheperiodendedMarch31, 2009 2008 NA NA NA NA 1.00 1.00 NA NA 6.60 NA NA 5.30
SSHPL has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) nor it subject to awindingup orderorpetition. 9. SKILHimachalWaknaghatSEZPrivateLimited(SHWSPL) SKIL Himachal Waknaghat SEZ Private Limited was incorporated on August 27, 2007 vide Certification of Incorporation bearing CIN U45400MH2007PTC173506, issued by the Registrar of Companies, Maharashtra, at Mumbai. SHWSPL was incorporated for the purpose of carrying on business of tourism and leisure projects and special economic zone focus on tourism and leisure projects. It has yet to commence business. The registered office of SHWSPL is located at 13/14, KhetanBhavan,198,JamshedjiTataRoad,Churchgate,Mumbai400020.
23
FinancialPerformance The audited financial results of SKIL Himachal Waknaghat SEZ Private Limited for thelasttwoyearsaresummarizedbelow:
Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding revaluationreserves)(1) Earningspershare(Rs.)(2) Netassetvalueorbookvalueper share(Rs.)

FortheperiodendedMarch31, 2009 2008 NA NA NA NA 1.00 1.00 NA NA 8.75 NA NA 8.75
SHWSPL has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) nor it subject to awindingup orderorpetition. 10. SKILAdvanceEnergyPrivateLimited(SAEPL) SKILAdvanceEnergyPrivateLimitedwasincorporatedonSeptember24,2009vide Certification of Incorporation bearing CIN U45400MH2009PTC195998, issued by the Registrar of Companies, Maharashtra, at Mumbai as Protuberant Infrastructure Private Limited. With the effect from March 05, 2010 the name of SAEPL was changed to SKIL Advance Energy Private Limited. SAEPL was incorporated for carrying on the business of transmitting, manufacturing, supplying,generating,distributing,anddealinginelectricityandallformofenergy and power generated by any source. It has yet to commence business. The registered office of SAEPL is located at SKIL House, 209 Bank Street Cross Lane, Fort,Mumbai400023. FinancialPerformance NoauditedfinancialsofSAEPLareavailablepostitsincorporation. SAEPL has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) nor it subject to awindingup orderorpetition.
24

11. SKIL(Singapore)Pte.Ltd.(SSPL) SKIL (Singapore) Pte. Ltd. was incorporated on November 30, 2007 under registration number 200722209Z in Singapore under the relevant Singapore legislation. SSPL is established for the purpose of carrying on business of development, construction and operation of infrastructure project, mines and minerals in South East Asia. It has yet to commence business. Its registered office ofSSPLislocatedat10,JalanBeasr,#1105,SimLimTower,Singapore208787. FinancialPerformance Theaudited financialresultsofSKIL(Singapore)Pte. Ltd. fortheyearended 2009is summarizedbelow: Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding revaluationreserves)(1) Earningspershare(Rs.)(2) Netassetvalueorbookvalue pershare(Rs.)(2) InRupeesinlacs NA NA 56.05 NA NA (0.58) FortheperiodendedMarch31, 2009 InSGD NA NA 163322* NA NA (0.017)
(1)Netofmiscellaneousexpenditurenotwrittenoff. (2)FacevalueofeachequityshareisSGD1 *IncludesSGD163320shareapplicationmoney
(1SGD=Rs.34.32ason31March2009,Source:oanda.com) 12. KaranjaTerminalandLogisticsPrivateLimited(KTLPL)
Karanja Terminal and Logistics Private Limited was incorporated on May 14, 2010 vide Certification of Incorporation bearing CIN U63090MH2010PTC203226, issued by the Registrar of Companies, Maharashtra, at Mumbai. KTLPL is established for the purpose of carrying on business of building, hiring, owning, transferring or otherwise dealing with ports, shipyards, jetties, harbours, docks, ship breaking, ship building etc. at any port in India or elsewhere. It has yet to commence business. The registered office of KTLPL is located at 13/14, Khetan Bhavan, 198, JamshedjiTataRoad,Churchgate,Mumbai400020. FinancialPerformance NoauditedfinancilasofKTLPLareavailablepostitsincorporation. KTLPL has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) nor it subject to awindingup orderorpetition.
25
13. PipavavShipyardLimited(PSL)
PipavavShipyardLimitedwasincorporatedonOctober17, 1997videCertification of Incorporation bearing registration number 0433193 of 19971998, issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli, at Ahmedabad as PipavavShipDismantlingandEngineeringLimited.PSLreceiveditsCertificatefor Commencement of Business from the Registrar of Companies, Gujarat, Dadra and Nagar Haveli, at Ahmedabad on December 2, 1997. On April 29, 2005, vide Fresh Certificate of Incorporation on Change of Name issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli, at Ahmedabad, the name Pipavav ShipyardLimitedwasadopted.TheCINofPSLisU35110GJ1997PLC033193. PSL currently operates Pipavav shipyard, located on the west coast of India adjacenttomajorsealanesbetweenthePersianGulfandAsia.Pipavavshipyardis capable of ship construction and repairs for a wide range of vessels of different sizes and types, including naval vessels and coast guard vessels, as well as the fabrication and construction of products such as offshore platforms, rigs, jackets and vessels (but excluding subsea pipelines) for oil and gas companies. Its Registered Office is located at Pipavav Port, Post Ucchaya, Via Rajula, Rajula 365 560, Gujarat and Corporate Office SKIL House, 209 Bank Street Cross Lane, Fort, Mumbai400023 FinancialPerformance TheauditedfinancialresultsofPipavavShipyardLimitedforthelastthreeyearsare summarizedbelow:
FortheperiodendedMarch 31,
2008 2774.9 485.9 5,7969.3 6,7074.9 (0.10) 21.51 2009 6177.8 492.4 5,8034.8 6,7472.8 0.08 21.63 2010 6,9688.9 (4882.0) 6,6579.8 10,3650.0 (0.82) 24.81
Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding (1) revaluationreserves) Earningspershare(Rs.)(2) Netassetvalueorbookvalueper share(Rs.)(2)
PSL has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) nor it subject to awindingup orderorpetition.TheEquitySharesofPSLarelistedonBSEandNSE.
26
14. SKILStrategicDeterrenceSystemsPrivateLimited(SSDSPL)
SKIL Strategic Deterrence Systems Private Limited was incorporated on October 4, 2010 vide Certification of Incorporation bearing CIN U74999MH2010PTC208594, issued by the Registrar of Companies, Maharashtra, at Mumbai. SSDSPL is established for the purpose of carrying on business including designing, developing, and manufacturing of arms and ammunitions used for defence, internalsecurityandpersonalsecurity.SSDSPLisawhollyownedsubsidiaryofour Company since its incorporation. It has yet to commence business. The registered office of SSDSPL is located at SKIL House, 209, Bank Street Cross Lane, Fort, Mumbai400023. FinancialPerformance NoauditedfinancialsofSSDSPLareavailablepostitsincorporation. SSDSPL has not become a sick company within the meaning of the SICA nor is it subjecttoawindinguporderorpetition. 15. SoharFreeZoneLLC Sohar Free Zone LLC (SFZ) was established on May 30, 2009 and registered with the Ministryof CommerceandIndustry, SultanateofOman onMay27, 2009, vide commercial registration number 1/07017/4. Sohar Free Zone LLC was incorporated for the purpose of carrying on the business to develop and manage SoharSpecialEconomicZoneandotherancillaryactivities. FinancialPerformance TheauditedfinancialresultsofSFZforthelastyeararesummarizedbelow:
FortheperiodendedDecember 31,2009 InRupeesinlacs, unlessotherwise stated* 5.01 (301.70) 625.00 (301.70) NA 65 InOMR 4010 (241358) 500000 (241358) NA 0.52
Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding revaluationreserves)(1) Earningspershare(Rs.)(2) Netassetvalueorbookvalue pershare(Rs.)(2) *Conversionrate1OMR=Rs.125
SFZhasnotbecomeasickcompanywithinthemeaningofSICAnorisitsubjecttoawinding uporderorpetition.
27
3.1.13 TheequitysharesoftheAcquirerarenotlistedonanystockexchanges. 3.1.14 The Acquirer has not been prohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of the SEBI Act, 1992 as amended or under anyotherregulationmadeundertheSEBIAct. 3.1.15 As the Acquirer does not hold Shares of the Target Company and has never held Shares of the Target Company in the past, the provisions of chapter II of the SEBI (SAST)RegulationsarenotapplicabletoSKILwithrespecttotheTargetCompany. 3.1.16 ComplianceOfficer: Ms. Sweta Shah, SKIL House, 209, Bank Street Cross Lane, Fort, Mumbai 400 023, Tel.No.02266199000,FaxNo.02222696023. SKILKnowledgeCitiesPrivateLimited(PAC) 3.2.1 ThePACwasincorporatedasaprivatelimitedcompanyon2April,2007underthe CompaniesAct,1956.Itsregisteredofficeislocatedat13/14,KhetanBhavan,198, JamshedjiTataRoad,Churchgate,Mumbai 400 020, Maharashtra,India,Tel. No. 02267158000,FaxNo.02267158099. ThePAChasbeenpromotedbyMr.R.K.Vijayan. The PAC is established for the purpose of carrying on the business of imparting training in all fields of knowledge based education. The main object of the PAC is to carry on business of parting knowledge by establishing institutions, education centers, training centers, computer centers, research centers, university for advancement of knowledge, information technology, engineering, electronics, technical, medicine, agriculture, management whether general, professional, vocational, technical or otherwise and to acquire, establish, promote, and run or otherwise mange such centers for imparting training in all fields of knowledge basededucation. TherearenocompaniespromotedbyPAC. As on date of Public Announcement, share capital of the PAC consists of the paid up and subscribed equity capital of Rs. 6.00 lacs consisting of 60,000 fully paidup equityshareseachofafacevalueofRs.10. TheshareholdingpatternofthePACason31July,2010isfollows:
Nameofthe Shareholder Promoters Mr.R.K.Vijayan TotalI FII/MutualFunds/FIs/Banks Numberofequity shares 27,500 27,500 %ofissuedcapital
3.2
3.2.2 3.2.3
3.2.4 3.2.5 3.2.6
45.83% 45.83%
28
NA Public/Others SKILInfrastructureLimited Mr.NileshMehta TotalII Total(I+II)
5,000 27,500 32,500 60,000
8.33% 45.83% 54.16% 100%
3.2.7
ThefinancialinformationofthePACisasfollows: Since the company has not yet commenced its business, Profit & Loss account statementhasnotbeenprepared. (AmountinRs.lacsunlessotherwisespecified,exceptpersharedata)
BalanceSheet Statement Sourcesoffunds Paidupsharecapital PreferenceShareCapital ReservesandSurplus Networth(Note1) Securedloans Unsecuredloans Deferredtaxliability Total Usesoffunds Netfixedassets Investments Netcurrentassets Total AuditedYearended AuditedYearended Reviewedeleven March31,2008 March31,2009 monthsended February28,2010 6.00 NIL NIL 4.74 NIL NIL NIL 4.74 NIL NIL 4.74 4.74 6.00 NIL NIL 4.63 NIL NIL NIL 4.63 NIL NIL 4.63 4.63 6.00 NIL NIL 4.62 NIL NIL NIL 4.62 NIL NIL 4.62 4.62
OtherFinancialData Dividend(%) EarningPerShare*(Rs.) ReturnonNetworth** (%) BookValuePer Share***(Rs.) AuditedYearended AuditedYearended Reviewedeleven March31,2008 March31,2009 monthsended February28,2010 NIL NIL N.A. 7.90 NIL NIL N.A. 7.72 NIL NIL N.A. 7.70
*EarningPerShare=ProfitAfterTax/No.Ofequityshares. **ReturnonNetworth=ProfitAfterTax/NetworthX100 ***BookValuePerShare=(NetWorthPreferenceShareCapital)/No.Ofequityshare

29
Note:1NetworthisarrivedafterdeductingmiscellaneousExpenditurefromPaidupShareCapital. Source As per certificate dated 19 July 2010 , provided by statutory auditor of the PAC (Bharat Shah & Associates,CharteredAccountant,Membershipno.32281)
3.2.8 Primaryreasonsfortherise/fallinthenetprofitofthePACareasunder: As the PAC has not yet commenced its operations, the profit and loss account statementhasnotyetbeenprepared. SignificantAccountingPolicies: Miscellaneousexpenditure
3.2.9
Miscellaneous expenditure comprises preliminary expenditure incurred in connection with the formation of the Company and non operative Expenses. These expenses shall be written off when the project is ready to commence commercialoperations. 3.2.10 As on February 28, 2010, there are no contingent liabilities of the PAC. (Source: CertificateforBharatShah&Associates,CharteredAccountants,dated19July2010) 3.2.11 The names, addresses, experience and qualifications of the Board of Directors of thePACareasbelow.
Nameofthe Director Mr.R.K. Vijayan Designation& Appointment Date Director 2April,2007 Director Identification Number(DIN) 00286513 Qualification B.Com, CAIIB Residential Address 78/13,Brindaban Society, Majiwade,Thane (West),Mumbai 400601 1101/A,Vastu Riddhi,Pumo House,Andheri, Mumbai, Maharashtra, India400093
Mr.Nilesh Mehta
Additional Director 12July2010
02101502
ACS AICWA BCOM
DetailsofexperienceofDirectorsoftheBoardofthePAC 1. Mr. R. K. Vijayan is an experienced banker turned key commercial and financial functionary of the SKIL group since June 2001. He is a commerce graduate with banking professional qualification having thirty years of experienceinbankingpriortojoiningtheSKILgroup. 2. Mr. Nilesh Mehta is a post graduate in commerce and he is an associate memberoftheInstituteofCost&WorkAccountantsofIndiaandtheInstitute ofCompanySecretariesofIndia.Hehaswideexperienceinthefieldoffinance andcorporatelaws.
30
3.2.12 TheequitysharesofthePACarenotlistedonanystockexchanges. 3.2.13 The PAC has not been prohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of the SEBI Act, 1992 as amended or under anyotherregulationmadeundertheSEBIAct 3.2.14 AsthePACdoesnotholdSharesoftheTargetCompanyandhasneverheldShares of the Target Company in the past, the provisions of chapter II of the SEBI (SAST) RegulationsarenotapplicabletothePACwithrespecttotheTargetCompany. 4 OPTIONINTERMSOFREGULATION21(2) If, pursuant to this Offer, the public shareholding is found to be reduced below the minimum level required as per the listing agreement entered into by the Target Company with the BSE and NSE, (the Listing Agreements), as a result of acquisition of Shares under (i) the Preferential Allotment; and/or (ii) any acquisition of shares from open market; and/or (iii) the Offer, the Acquirer and PAC shall take necessary steps to facilitate compliance of the Target Company with the relevant provisions of the Listing Agreement and notification of the Central Government dated June 4, 2010 amending the Securities Contracts (Regulation) Rules, 1957 withinthetimestipulatedtherein. 5 BACKGROUNDOFTHETARGETCOMPANYEVERONNEDUCATIONLIMITED Note:TheinformationprovidedinrelationtotheTargetCompany,itspromoterandpromoter groupasprovidedinthisLetterofOfferandAnnexuresfiledwithSEBIhasbeeninsertedbased oninformationreceived fromtheTarget Company, itspromoter andpromotergroup and also frominformationavailablefrompublicavailablesources. 5.1 The Target Company was incorporated as a public limited company on 19 April, 2000 as Everonn Systems India Limited under the Companies Act, 1956 and commenced its businessundercertificateofcommencementofbusinessdated24April2000.Thenameof the Target Company was changed to Everonn Education Limited vide fresh certificate of incorporation dated 19August 2009to reflect thechange in theprimary business focusof theTargetCompany. 5.2 TheregisteredofficeoftheTargetCompanywasshiftedfromOoty,TamilnadutoChennai, Tamilnadu on 30 December, 2005 vide a fresh certificate of registration of the Company Law Board under Section 16(3) of the Companies Act, 1956 and is presently situated at No. 82, IV Avenue, Ashok Nagar, Chennai 600 083, Tel : 044 2471 535659; Facsimile: 04424717845.ThecorporateofficeofTargetCompanyissituatedatEveronnHouse,Plot No:9699,IndustrialEstate,Perungudi,Chennai 600 096,Tel: 044 4296 8400;Facsimile: 04442968488. 5.3 The Target Company is currently engaged in the business of education and training offering satelliteenabled learning and providing a blend of traditional and digitized content to the schools, colleges and retail segments. This has helped the Target Company to offer quality education to students even in the most remote parts of India. The Target Company has 8492 learning centres across 27 states. The Target Company also provides education and training solutions through satellite based Very Small Aperture Terminal
31
(VSAT)technologytovariousschools,collegesandlearningcentresacrossIndia. 5.4 The authorised share capital of the Target Company as on the date of the Public Announcement was Rs. 200,000,000 divided into 20,000,000 Shares and the issued and paidup sharecapitaloftheTargetCompanyasonthedateofPublicAnnouncementisRs. 15,12,04,000 (Rupees Fifteen crores twelve lacs and four thousand only) divided into 15,120,400 Shares. TheBoardof theTargetCompanyhaspassedresolution dated19July, 2010 approving the increase in authorized share capital of the Target Company from Rs. 200,000,000 divided into 20,000,000 Shares to Rs. 250,000,000 divided into 25,000,000 Shareswhichissubjecttoshareholdersapprovalinthegeneralmeeting. There are no partly paidup shares or securities convertible into Shares of the Target Company,exceptthefollowing: (i) 600,000 warrants allotted to some of the promoters of the Target Company, convertible at the option of the holder into one Share at Rs. 430.45 per warrant and optionally convertible in one or more tranches before the maturity date, 10 February, 2012. If the holder exercises its right of conversion in full, 600,000 Shareswouldbeissuedtotheholder; zero coupon fully convertible debentures of Rs. 10,40,00,000 allotted on preferential basis to non promoters, namely HT Media Limited, convertible at the optionoftheholder intoequivalentnumberofShares attherateofoneSharefor every zero coupon fully convertible debenture, convertible after 30 days from the relevantdatebutbeforeexpiryof18monthsfromthedateofallotment,inoneor more tranches. The relevant date for calculation of pricing for the fully convertibledebenturesis31March2011; zero coupon fully convertible debentures of Rs 2,28,00,000 allotted on preferential basis to non promoters, namely DB Corp Limited, convertible at the optionoftheholder intoequivalentnumberofShares attherateofoneSharefor every zero coupon fully convertible debenture, convertible after 30 days from the relevantdatebutbeforeexpiryof18monthsfromthedateofallotment,inoneor more tranches. The relevant date for calculation of pricing for the fully convertibledebenturesis30November2011; 40,00,000 OCDs having a face value of Rs. 520.87/ each, aggregating to Rs.208,34,80,000/ (Rupees Two hundred and eight crores, thirty four lacs and eighty thousand only) and optionally convertible before the maturity date, in the month of February 2012 allotted to Acquirer. If the outstanding OCDs holder, i.e. the Acquirer exercises its right of conversion in full, 40,00,000 Shares would be issuedtotheAcquirer.
5.5
(ii)
(iii)
(iv)
32
5.6
Particulars Issued,subscribed andpaidupshares 15,120,400 NIL 15,120,400 Votingrights %of Outstanding shares 100% NIL 100% %ofVoting rights 100% NIL 100%
The Emerging Voting Capital of the Target Company as on date of the Public Announcementhasbeencalculatedasunder:
Fullypaidupequity capital Partlypaidupshare capital Total
15,120,400 NIL 15,120,400
EMERGINGVOTINGCAPITAL(ReferNote1) No.ofShares FullypaidupcapitalasondateofPublicAnnouncement Add: Preferential Issue of 600000 warrants made to some of the Promotersdueforconversionby10February,2012.Assumingfull conversionofwarrantsintoShares(ReferNote2) Add: Preferential issue of OCDs made to Acquirer Assuming full conversion, Sharestobe issuedonconversion of OCDs atprice of Rs.520.87/ EMERGINGVOTINGCAPITAL
Note: 1. EmergingVotingCapitaloftheTargetCompanyexcludesthefollowing: Pursuant to theapprovalby theshareholders inthe annual generalmeetingheld on27 July, 2010, BoardoftheTargetCompanyinitsmeetingheldon11August,2010hasallottedzerocouponfully convertible debentures of Rs.10,40,00,000/ and Rs.2,28,00,000/ (FCDs) on preferential basis to non promoters. The "Relevant Date" under SEBI ICDR Regulations for the purpose of determining the issue price of resultant shares is March 31, 2011 and November 30, 2011, respectively. FCDs shall, at the option of the holder, be converted into equivalent Shares in one or more tranches at any time after 30 days from the Relevant Date but before expiry of 18 months from the date of allotment. 2. Pursuant to the approval by the shareholders in the annual general meeting on 27 July, 2010, Board of the Target Company in its meeting held on 11 August, 2010 has allotted warrants on preferential basis to some of the promoters. The "Relevant Date" under SEBI ICDR Regulations for the purpose of determining the exercise price of warrants is 27 June, 2010. Warrants shall, at the optionoftheholder,beconvertedintoequivalentSharesinoneormoretranchesatanytimeafter 30daysfromtheRelevantDate.
15,120,400 600,000
4,000,000
19,720,400
33
5.7
ThebuildupofthecurrentcapitalstructureoftheTargetCompanysinceinceptionandtill thedateoftheLetterofOffer.
Date of No of Cumulative % of Paid allotment shares paid up upcapital issued capital Mode of Identity of Status of allotment Allottees compliance (promoters/ ex promoters/ others) Not FirstAllotment applicable toSubscribers 100.00 Promoters asTarget to Company Memorandum wasunlisted Not applicable Furtherissue 99.97 Promoters asTarget ofcapital Company wasunlisted Not applicable Furtherissue 73.55 Promoters asTarget ofcapital Company wasunlisted Allotment Not madetoNet applicable Preferential Equity asTarget 32.20 Allotment Ventures Company Private wasunlisted Limited Not applicable Furtherissue Negligible Promoters asTarget ofcapital Company wasunlisted Not applicable Allotment Preferential asTarget 15.40 toVirmac Allotment Investments Company wasunlisted Not Allotmentto applicable Preferential Reeshanar 6.63 asTarget Allotment Investments Company Limited wasunlisted Not applicable Promoters& 80.00 BonusIssue asTarget Others Company wasunlisted
19.04.2000
70
70
12.06.2000
242715
242785
12.06.2000
674970
917755
12.06.2000
435845
1353600
15.03.2001
30
1353630
15.03.2001
246400
1600030
07.03.2003
113657
1713687
31.05.2006
6854748
8568435
34
31.05.2006
125670
8694105
1.45
Preferential Allotment
28.06.2006
257053
8951158
2.87
09.08.2006
1327059
10278217
12.91
24.07.2007
3572964
13851181
25.80
PublicIssue
17.06.2008
1269219
15120400
8.39
Not applicable Allotmentto asTarget Directors Company wasunlisted Allotmentto Not Everonn applicable Employees asTarget Welfare Company Trust wasunlisted Allotmentto Not India applicable ChinaPre asTarget IPOEquity Company (Mauritius) wasunlisted Limited Not Others applicable Allotmentto NewVernon IndiaLtd., Deutsche Not Securities applicable Mauritius Limitedand TheIndia Fund,Inc
5.8 5.9
TheSharesoftheTargetCompanyarelistedonBSEandNSEsince1August,2007. As on the date of the Public Announcement and this Letter of Offer, there have been no instances of nonlisting of some and/or all Shares of the Target Company at any stock exchange(s) as applicable. Further, there have been no instances of suspension of trading of the Shares in any of the stock exchange(s) where the shares of Target Company are listed.
5.10 Target Company has nine subsidiaries; viz. Everonn Educational Resources Solutions Limited;ToppersTutorialPrivateLimited;EveronnInfrastructureLimited;AEGSkillUpdate Private Limited; Everonn Skill Development Limited; Everonn Business Education Limited; Everonn School Limited; Everonn Medical Education India Limited; and Everonn Technical EducationIndiaLimited. 5.11 TargetCompanysmarketablelotis1(one)Share. 5.12 AsonthedateofthePublicAnnouncement,theBoardcomprisedof5directors.Thereare no directors representing the Acquirer or PAC on the board of the Target Company. The details relating to the Board of Directors of the Target Company as on the date of the PublicAnnouncementareasfollows:
35

Name, Age & Residential Designation Address No.4,Shalom Apts,No.1, JosierStreet, Nungambakka m,Chennai 600034. Ms. Susha No.4B,Ryans John Apts,No.8, WholeTime WestMada Director Street, Aged45 Srinagar Colony, Saidapet, Chennai 600015. Mr. Joe No.A305, Thomas Shobha NonExecutive Garnet, and SarjapurRoad, Independent Ibblur, Director Bangalore Aged53 560102. Mr. R FlatGB, Sankaran Sivedha,New NonExecutive No.27, and 3rdAvenue, BesantNagar, Independent Chennai Director 600090 Aged78 Dr. K M No.55,(Old Marimuthu No.26),First NonExecutive MainRoad and IndiraNagar, Independent Chennai600 Director 020. Aged80 Mr.PKishore Managing DirectorAged 48 Date of Qualification Appointme nt Diploma in Commerce 19.04.2000 Experience DIN
25 years of 00190586 experience as an entrepreneur
05.03.2001
MSApplied Science(IT)
22 years of 00190693 experience in managing IT Education Business
M.Sc. Chemistry 20.02.2002
23 years of 00468077 experience in International Business
10.07.2006
FCA
40 years of 00076532 experience in financial management
10.07.2006
M.Tech,Phd.
Former Vice 00983325 Chancellor of Bharatiar University
Brief details of the background and experience of the Directors of the Target Company areasfollows: Mr P. Kishore, is a first generation entrepreneur and has built a business model around computer education in schools. He started Systems Intl in 1987, which set up computer labs and delivered computer education in top private schools in Nilgiris. P. Kishore sets EveronnsBusinessmissionandstrategicvision. Ms Susha John is an MS Applied Science (IT) from PSG Tech and has over 20 years of experience in managing IT education businesses. Susha John is whole time director of
36
Target Company and is responsible for overall business operations and planning, GovernmentandPrivateSchoolsContracts,NetworkoperationsandTech.Support Mr R Sankaran, is a Chartered Accountant and was a Senior Financial Advisor of Tata Iron and Steel Company Ltd. He has over 40 years of experience in Financial Management and has held the position of Joint Financial Advisor and Chief Accounts Officer of Rourkela Steel Plant, financial advisor and Chief Accounts officer of Salem Steel Ltd and Hindustan Steel Works Construction Ltd. Kolkata. He was employed in various capacities with Rourkela Steel Plant and later became Director Finance of ACC Babcock Ltd. He has been HoldingDirectorshipsinTATAgroupcompanies. Mr. Joe Thomas is a Post Graduate in Chemistry and has 23 years experience in International Business. He has been associated in different capacities with Procter & Gamble in India and has headed its Marketing Division for South Asia. He was President Strategic Business Development at Strides Arco Lab Ltd. He now heads BioServe BiotechnologiesLtdastheirM.D.andCOO(Global). DrK M Marimuthu, is an M.Tech from IITKharagpurand is aPh. Din Genetics&Cytology from Mc Master, Hamilton, Canada. He was formerly Vice Chancellor of Bharatiar University having the distinction of holding the post for two terms. Currently he is ProfessorEmeritusatUniversityofMadras,Chennai.Hehasservedinmanyuniversitiesin Indiaandabroad.Hehasauthoredmanybooksandresearchpapers. 5.13 The Target Company has duly complied with the various provisions of the listing AgreementswiththeBSEandNSEfromtimetotime.Nopenalactionshavebeeninitiated byBSEandNSEagainsttheTargetCompanytilldate. 5.14 The Target Company is in compliance of the Corporate Governance requirements as stipulatedunderthelistingagreements(andundertheCompaniesAct,1956). 5.15 Target Company has not undergone any restructuring, merger/demerger spin off of businessduringlast3years. 5.16 BriefAuditedConsolidatedFinancial detailsof the TargetCompanyforthe last 3 yearsare asfollows: (Source: As per certificate dated 2 August 2010, provided by statutory auditor of the Target Company (M/s P.
Chandrasekar,CharteredAccountants,Membershipno.26037)
Rs.InLacs
Profit&LossStatement Incomefromoperations OtherIncome TotalIncome TotalOperatingExpenditure ProfitBeforeDepreciation InterestandTax
YearEnding March31,2010 (Audited) 29,349.72 47.00 29,396.72 19,253.44 10,143.28
YearEndingMarch 31,2009(Audited) 14,468.65 390.11 14,858.76 9,347.12 5,511.64
YearEndingMarch31, 2008(Audited) 9,164.19 154.24 9,318.43 5,823.87 3,494.56
37
Depreciation Interestandotherfinancial charge ProfitBeforeTax ProvisionforTax ProfitAfterTax
2,524.79 1,036.93 6,581.56 2,036.95 4,544.61
1,585.58 518.39 3,407.67 1,199.35 2,208.32
985.91 332.33 2,176.32 796.28 1,380.04
Rs.inLacs
BalanceSheetStatement Sourcesoffunds Paidupsharecapital EquityShares ShareWarrantApplication Money Employeestockoption outstanding ReservesandSurplus (excludingrevaluation reserves) Networth Minorityinterest Securedloans Unsecuredloans DeferredTax Total Usesoffunds Netfixedassets Investments Goodwill Netcurrentassets Totalmiscellaneous expenditurenotwrittenoff Total
AsonMarch31, 2010(Audited) 1,512.04 95.99 23,986.26
AsonMarch31, 2009(Audited) 1,512.04 765.14 64.39 19,029.12
AsonMarch31,2008 (Audited) 1,385.12 29.78 8,081.70
25,594.29 0.19 8,393.39 1,535.83 35,523.70 17,020.15 107.41 47.83 18,348.31 35,523.70
21,370.69 0.23 4,816.82 49.97 914.62 27,152.33 11,758.17 2,345.94 47.83 13,000.39 27,152.33
9,496.60 4,525.85 62.05 602.71 14,687.21 6,214.45 868.86 47.83 7,556.07 14,687.21
OtherFinancialData Dividend(%) EarningPerShare(Rs.) ReturnonNetworth(%) BookValuePerShare(Rs.)
March31,2010 (Audited) 20% 30.06 17.76% 169.27
March31,2009 (Audited) 14.87 10.33% 141.34
March31,2008 (Audited) 10.84 14.53% 68.56
38
5.17 Thedetailsofcontingentliabilitiesisasfollows:
AsonMarch31, 2009(Audited) 3,192.10 Nil Nil Nil
Rs.inLacs
Particulars
AsonMarch31, 2010(Audited) 4,249.66 1,722.15 5,912.00 1,898.96
AsonMarch31,2008 (Audited) 2,816.61 Nil Nil Nil
Bankguaranteeissuedby banks LCIssuedbyBanks CorporateGuaranteeissued tobanksforsecuredloansto thirdparty BillsDiscounted
5.18 The reasons for fall/rise in total income and Profit after Tax for the last 3 financial years areasfollows: The Target Companys revenues consist mainly of income from implementation of computer education in Government schools and from implementation of technology enabledlearningsolutionsinvariousprivateschoolsandcolleges. TotalIncomeandcorrespondingPAToftheCompany,asmentionedunderparagraph5.16 above, on a consolidated basis during the last 3 years has increased mainly on account of increase in the number of schools and colleges in ViTELS division in each of the financial yearsascomparedwiththepreviousyear. 5.19 The shareholding before the Offer and after the Offer (assuming full acceptance of the Offer),isgiveninthetablebelow:
Shareholders category Shareholding&voting rightspriortothe agreement/acquisition& Offer(Priorto30July 2010) (A) No 3647413 419,985 4,067,398 NIL % 24.12% 2.78% 26.90% NIL No. Nil Nil Nil 40,00,000
39
Shares/votingrights agreedtobeacquired whichtriggeredthe Takeover Regulations.(Refer Note1) (B) % Nil Nil Nil 20.92%
Shares/votingrightsto beacquiredinOffer (assumingfull acceptances)
Shareholding/voting rightsafterthe acquisitionandOffer (assumingfull acceptances)(ReferNote 1) (A)+(B)+(C)=(D)
(1)Promoter group a.Partiesto agreement,ifany b.Promoters otherthan(a) above Total1(a+b) (2)Acquirer
(C) No. Nil Nil Nil 3,944,080 % Nil Nil Nil 25.99%
No. 3647413 419,985 4,067,398 4,000,000
% 24.03% 2.77% 26.80% 26.36%
Total2 (3)Partiesto agreementother than(1)(a)&(2) (4)Public(other thanpartiesto agreement, acquirer) a.MutualFunds andUTI b.Banks,FIs, InsuranceCos, Central/State Govt./NonGovt. Institutions c.FIIs d.CorporateBodies e.IndianPublic f.NRIs/OCBs g.ForeignVenture Capital h.Trusts i.ClearingMember j.Others (Thetotalnumber ofshareholdersin Publiccategory is35051) Total(4) (a+b+c+d+e+f+g+h +i+j) GRANDTOTAL (1+2+3+4)
Nil Nil
Nil Nil
40,00,000 Nil
20.92% Nil
3,944,080* Nil
25.99% Nil
4,000,000# Nil
26.36% Nil
603,638
3.99%
Nil
Nil
30,811 4,400,315 1,648,087 2,596,828 83,459 840,484 184,123 96,672 568,585
0.20% 29.10% 10.90% 17.17% 0.55% 5.56% 1.22% 0.64% 3.76%
Nil Nil Nil Nil Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil Nil Nil Nil Nil (3,944,080) 25.99% 7,108,922 46.84%
11,053,002 15,120,400
73.10% 100.00%
Nil 40,00,000
Nil 20.92%
(3,944,080) 0
25.99% 0.00%
7,108,922 15,176,320
46.84% 100.00%
*Amountingto20.00%oftheEmergingVotingCapitaloftheTargetCompany #Amountingto20.28%oftheEmergingVotingCapitaloftheTargetCompany Note 1 : The Acquirer has subscribed to the OCDs. The OCDs shall, at the sole option of the Acquirer, be convertible into Shares at any time duringtheconversionperiod. TheOCDs will be converted intosuchnumber of Shares, such that post the conversion the aggregate shareholding of the Acquirer and/or PAC (including all SharesacquiredbytheAcquirerand/orthePACpursuanttothisOffer)doesnotexceed40,00,000Shareswhich willconstitute20.28%oftheEmergingVotingCapital.
5.20 The details of the changes in the shareholding of the promoters and promoter group of theTargetCompanyasandwhenithappenedisasfollows.
40
Dateof Transaction 19042000 12062000 15032001 31122002 26102004 8032005 24052006 31052006 28062006 10072006 24072008 8082008 13082008 18082008 19082008 20082008 21082008 24092008 25092008 29092008 1102008 6102008 7102008 8102008 10102008 14102008
No.of shares %shares No.of allotted/ allotted/ shares purchased purchased sold 70 917685 30 200000 114644 5302 10 3933902 100000 15000 8536 4035 2190 352 100.00 67.80 0.00 12.50 6.69 0.31 0.00 45.25 1.12 0.17 0.06 0.03 0.01 0.00 200000 80371 5302 10 674000 15000 1395 3000 500 1700 700 500 14500 5000 1000 13760 760 3000
41
%for Cumulati shares venoof sold shares 12.50 4.69 0.31 0.00 7.53 0.17 0.01 0.02 0.00 0.01 0.00 0.00 0.10 0.03 0.01 0.09 0.01 0.02 70 917755 917785 917785 952058 952058 952058 4885960 4311960 4311960 4310565 4307565 4307065 4305365 4304665 4304165 4289665 4284665 4283665 4269905 4269145 4277681 4281716 4283906 4284258 4281258
%of Cumula Statusof tive Shares Compliance 100.00 67.80 57.36 57.36 55.56 55.56 55.56 56.20 48.17 48.17 28.51 28.49 28.49 28.47 28.47 28.47 28.37 28.34 28.33 28.24 28.23 28.29 28.32 28.33 28.33 28.31 Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable asthe company wasnot listed
15102008 16102008 18102008 20102008 22102008 25102008 27102008 29102008 3112008 5112008 10112008 12112008 19112008 1122008 10122008 15122008 16122008 17122008 26122008 5012009 6012009 7012009 9012009 13012009 15012009 16012009 23012009
2279 610 604 1155 82 1830 539 70 418 1300 100 200
0.02 0.00 0.00 0.01 0.00 0.01 0.00 0.00 0.00 0.01 0.00 0.00
78 885 128 1300 75 500 100 300 375 800 500 3400 2003 4151 1200 500 8857 6143
42
0.00 0.01 0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.01 0.00 0.02 0.01 0.03 0.01 0.00 0.06 0.04
4283537 4284069 4284673 4285828 4285910 4287740 4288279 4287394 4287464 4287882 4287754 4286454 4287754 4287679 4287179 4287079 4286779 4286404 4285704 4285204 4281804 4279801 4275650 4274450 4273950 4265293 4259150
28.33 28.33 28.34 28.34 28.35 28.36 28.36 28.36 28.36 28.36 28.36 28.35 28.36 28.36 28.35 28.35 28.35 28.35 28.34 28.34 28.32 28.30 28.28 28.27 28.27 28.21 28.17
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
29012009 2022009 3022009 6022009 10022009 11022009 12022009 13022009 4032009 19032009 23032009 24032009 16042009 17042009 24042009 27042009 14052009 25052009 30062009 8082009 13082009 16092009 30092009 23102009 26102009 10112009 16112009
3629 33 1142 839 316 94 323 15 38 7530 36000 80500
0.02 0.00 0.01 0.01 0.00 0.00 0.00 0.00 0.00 0.05 0.24 0.53
700 1000 50 200 200 50 100 50 100 25 25 2000 2000 1000 1000
43
0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.01 0.01 0.01
4262779 4262812 4263954 4264793 4264093 4263093 4263409 4263453 4263253 4263053 4263003 4262903 4263226 4263241 4263191 4263091 4263066 4263041 3866976 3867014 3874544 3910544 3991044 3989044 3987044 3986044 3985044
28.19 28.19 28.20 28.21 28.20 28.19 28.20 28.20 28.20 28.19 28.19 28.19 28.20 28.20 28.19 28.19 28.19 28.19 25.57 25.57 25.62 25.86 26.40 26.38 26.37 26.36 26.36
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
15122009 29032010 30032010 31032010 6042010 7042010 8042010 12042010 13042010
35422 29211 1000 10000 3621 2000 100 3000
0.23 0.19 0.01 0.07 0.02 0.01 0.00 0.02
2000
0.01
3983044 4018466 4047677 4048677 4058677 4062298 4064298 4064398 4067398
26.34 26.58 26.77 26.78 26.84 26.87 26.88 26.88 26.90
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
5.21 5.22
There are no litigations to which the Target Company is a party and no penalties or any proceedings known against the Target Company or any violations of regulations by the TargetCompany. TheTargetCompanyhasnotbeenprohibitedbytheSEBIfromdealinginsecurities,interms of direction issued under Section 11B or any other regulations made under the Securities and Exchange Board of India Act, 1992 and subsequent amendments thereto or any other applicablelawprohibitingitfromdealinginsecurities. As confirmed and certified by the Target Company, its promoters and promoter group, they have complied with the applicable provisions of chapter II of SEBI (SAST) Regulations within theprescribedtime. As on date of the Public Announcement, there are no directors representing the Acquirer or PAContheboardofdirectorsoftheTargetCompany.
5.23 5.24 5.25
Mr.S.VijayanandistheCompanySecretaryandComplianceOfficerfortheTargetCompany. The contact details of the Compliance Officer of the Target Company is Everonn House, Plot Nos 96 99, Industrial Estate, Perungudi, Chennai 600 096; Tel: 0444296 8400; Fax: 044 42968488;email:vijayanand@everonn.com. OFFERPRICEANDFINANCIALARRANGMENTS JustificationofOfferPrice 6.1.1 The Shares of the Target Company are listed on the BSE and NSE. Based on the information available, the Shares of the Target Company are frequently traded on the NSE and the BSE (within the meaning of explanation (i) to Regulation 20(5) of theSEBI(SAST)RegulationsandmostfrequentlytradedontheNSE). The annualized trading turnover during the preceding 6 calendar months prior to
44
6.1
6.1.2
the month in which the Public Announcement was made in terms of number and percentageoftotallistedSharesineachstockexchangeisgivenbelow:
Stock Exchange Total No. of Shares traded during the six calendar months prior to the month ofPA 13,743,913 30,437,398 Total No. of ListedShares Annualised Trading Turnover (as % of Total SharesListed) 181.79% 402.60%
BSE NSE
15,120,400 15,120,400
(Source:www.bseindia.com,www.nseindia.com)
6.1.3 The Offer Price of Rs. 587.01/ (Rupees five hundred eighty seven and one paisa only) per Share is justified, as in terms of Regulation 20(4) read with Explanation (ii) to Regulation 20(11) of the SEBI (SAST) Regulations, the minimum Offer Price shouldbethehighestofthefollowing: Rs.520.87/ perOCD NIL
(a) The negotiated price under the Investment Agreement (PreferentialAllotmentpricepaidbytheAcquirer) (b) Highest price paid by the Acquirer/PAC for acquisitions includingbywayofallotmentinapublicissueorrightsissueor preferential Allotment during the 26 weeks prior to the date of thePublicAnnouncementi.e.22July,2010 (c) The average of the weekly high and low of closing prices of the Shares of the Target Company, on NSE where it was most frequently traded for the 26 weeks preceding the date of the PublicAnnouncementi.e.22July,2010 The average of the daily high and low prices of the Shares of the Target Company, on the NSE where it was most frequently traded for the 2 weeks preceding the date of the Public Announcementi.e.22July,2010 (d) The average of the weekly high and low of closing prices of the Shares of the Target Company, on NSE where it was most frequently traded for the last 26 weeks preceding the date of the meeting of Board of the Target Company in which OCDs wereallottedi.e.August31,2010 The average of the daily high and low prices of the Shares of the Target Company, on the NSE where it was most frequently traded for the last 2 weeks preceding the date of the meeting of the Board of the Target Company in which OCDs were allottedi.e.August31,2010
Rs.405.47/ pershare Rs.536.16/ pershare
Rs. 440.45/ pershare Rs. 587.01/ pershare
6.1.4
The 26 weeks average of weekly high and low of NSE closing prices prior to date of the meeting of the Board of the Target Company allotting the OCDs has been providedasunder:
45
Week No. 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
Weekending Monday,March08,2010 Monday,March15,2010 Monday,March22,2010 Monday,March29,2010 Monday,April05,2010 Monday,April12,2010 Monday,April19,2010 Monday,April26,2010 Monday,May03,2010 Monday,May10,2010 Monday,May17,2010 Monday,May24,2010 Monday,May31,2010 Monday,June07,2010 Monday,June14,2010 Monday,June21,2010 Monday,June28,2010 Monday,July05,2010 Monday,July12,2010 Monday,July19,2010 Monday,July26,2010 Monday,August02,2010 Monday,August09,2010 Monday,August16,2010 Monday,August23,2010 Monday,August30,2010 26weeksAverage
High(Rs.) 399.35 385.15 381.65 371.05 391.10 393.25 392.05 397.10 412.70 392.90 386.70 373.35 345.50 367.45 437.90 441.45 456.35 454.60 522.70 596.75 558.10 532.40 582.90 605.00 601.85 584.10
Low(Rs.) 394.20 373.00 368.00 366.10 369.65 385.75 382.25 385.35 400.10 374.90 367.90 357.45 337.10 339.45 389.75 421.70 422.45 447.90 458.15 520.15 518.25 513.90 527.50 567.40 590.25 561.40
Average (Rs.) 396.78 379.08 374.83 368.58 380.38 389.50 387.15 391.23 406.40 383.90 377.30 365.40 341.30 353.45 413.83 431.58 439.40 451.25 490.43 558.45 538.18 523.15 555.20 586.20 596.05 572.75 440.45
Volume (No.ofshares) 1,147,865 1,164,756 1,085,834 477,275 897,119 618,986 456,766 356,502 1,202,104 338,797 252,198 549,657 450,254 1,105,130 4,900,621 1,377,293 1,163,160 1,289,552 12,498,089 13,702,478 8,061,044 2,352,024 6,985,466 5,547,738 1,807,549 1,508,432
Source:(www.nseindia.com)
6.1.5
Day No. 1 2 3 4 5 6 7 8 9 10
The 2 weeks average of daily high and low of NSE daily prices prior to the date of themeetingoftheBoardoftheTargetCompanyinwhichOCDsareallotted:
Date High(Rs.) 602.25 605.05 610.75 606.00 603.75 597.00 581.90 595.05 583.50 591.00 Low(Rs.) 585.00 582.00 595.00 592.75 586.55 576.55 559.00 565.05 555.00 566.95 Average(Rs.) 593.63 593.53 602.88 599.38 595.15 586.78 570.45 580.05 569.25 578.98 587.01 Average(Rs.) 593.63 Volume (No.ofshares) 618,524 372,314 236,342 246,472 618,524 263,084 195,620 529,526 181,734 338,468 Volume (No.ofshares) 618,524
Tuesday,August17,2010 Wednesday,August18,2010 Thursday,August19,2010 Friday,August20,2010 Monday,August23,2010 Tuesday,August24,2010 Wednesday,August25,2010 Thursday,August26,2010 Friday,August27,2010 Monday,August30,2010 2weeksaverage
DayNo. 1
Date Tuesday,August17, High(Rs.) 602.25

46
Low(Rs.) 585.00
DayNo.
Date 2010 Wednesday,August 18,2010 Thursday,August19, 2010 Friday,August20, 2010 Monday,August23, 2010 Tuesday,August24, 2010 Wednesday,August 25,2010 Thursday,August26, 2010 Friday,August27, 2010 Monday,August30, 2010 2weeksaverage
High(Rs.)
Low(Rs.)
Average(Rs.)
Volume (No.ofshares)
2 3 4 5 6 7 8 9 10
605.05 610.75 606.00 603.75 597.00 581.90 595.05 583.50 591.00
582.00 595.00 592.75 586.55 576.55 559.00 565.05 555.00 566.95
593.53 602.88 599.38 595.15 586.78 570.45 580.05 569.25 578.98 587.01
372,314 236,342 246,472 618,524 263,084 195,620 529,526 181,734 338,468
Source:(www.nseindia.com)
6.1.6 TheSharesoftheTargetCompanyarenotinfrequentlytradedonanyexchangein terms of Regulation 20(5) of the SEBI (SAST) Regulations. On the basis of the above, i.e. paragraphs 6.1.1, 6.1.2, 6.1.3, 6.1.4 and 6.1.5, Offer Price of Rs. 587.01/ (Rupees five hundred eighty seven and one paisa only) per Share is justifiedintermsofRegulation20oftheSEBI(SAST)Regulations. TheOfferPriceisinfullcomplianceandisjustifiedintermsofRegulation20ofthe SEBI(SAST)Regulations. In terms of Regulation 20(7) of the SEBI (SAST) Regulations, if the Acquirer and/or PAC acquire equity shares of the Target Company after the date of the Public Announcement and 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 shallbepayableforallthevalidapplicationsreceivedundertheOffer. The Investment Agreement contains certain noncompete and nonsolicitation undertakings from the existing promoters of the Target Company in so far as it relatestothebusinessoftheTargetCompany.However,theAcquirerhasnotpaid and are not liable to pay any consideration to existing promoters of the Target Company as noncompete fee over and above the consideration towards subscriptionofOCDs.
6.1.7
6.1.8
6.1.9
. 6.1.10 As per the SEBI (SAST) Regulations, the Acquirer can revise the Offer Price / Offer Size up to 7 (seven) working days prior to the closure of this Offer, and the revision, if any, would be announced in the same newspapers where the Public Announcement has appeared and the revised price will be paid for all Shares acquiredpursuanttothisOffer.
47
6.2
FinancialArrangements
6.2.1
ThetotalfundingrequirementfortheOffer(assumingfullacceptances)i.e.forthe acquisition of up to 3,944,080 Shares from the Shareholders of the Target Company at 587.01/ (Rupees five hundred eighty seven and one paisa only) per Share is Rs. 231,52,14,400.80/ (Rupees two hundred thirty one crores fifty two lacs and fourteen thousand four hundred and eighty paise only) (the Maximum Consideration). The Acquirer, the PAC, the Manager to the Offer and HDFC Bank Limited, a banking corporation incorporated under the laws of India and having one of its branch offices at HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, have entered into an escrow agreement dated 19 July, 2010 for the purpose of this Offer in accordance with Regulation 28 of the SEBI (SAST) Regulations (the "Offer Escrow Agreement"). Pursuant to the Offer Escrow Agreement, Acquirer has deposited cash for an amount of Rs. 40,00,00,000/ (Rupees forty crores only) in an escrow account named SKIL Infrastructure Ltd Escrow Account Open Offer (Escrow Account), which is in excess of the minimum escrow amount required as per the SEBI (SAST) Regulations being the summorethan 25%ofthevalueofthetotalconsiderationuptoRs.100.00crores and 10% of the value of the total consideration beyond Rs. 100.00 crores payable under the Offer (assuming full acceptances). The Manager to the Offer has been authorisedtooperatetheEscrowAccountintermsoftheSEBI(SAST)Regulations. The Acquirer and the PAC have adequate resources and have made firm financial arrangements for financing the acquisition of the Shares under the Offer, in terms of regulation 16(xiv) of the SEBI (SAST) Regulations. The Acquirer and PAC have tiedupdebtfacilitiesforthepurposeofOffer. Bharat Shah & Associates, Chartered Accountants, Membership no. 32281, (Address:512,VyaparBhavan,49,P.DMelloRoad,CarnacBunder,Mumbai400 009, Tel: 022 2348 3536, Fax: 022 2348 1027) have vide its letter dated 29 October, 2010 certified on the basis of the funds available with the Acquirer and PAC, with their bankers, that the Acquirer and PAC have sufficient means and capabilityforthepurposeofacquiringincashupto39,44,080fullypaidupShares at an Offer Price of Rs. 587.01/ (Rupees five hundred eighty seven and one paisa only) per Share for a total consideration of Rs. 231,52,14,400.80/ (Rupees two hundred thirty one crores fifty two lacs and fourteen thousand four hundred and eighty paise only). As per the financial information certified by Bharat Shah & Associates, Chartered Accountant, networth of PAC as on 31 March 2009 is Rs. 4.63lacs. The Acquirer and PAC have empowered the Manager to the Offer to realize the valueoftheaforesaidEscrowAccountintermsoftheRegulation28(5)oftheSEBI (SAST)Regulations. Based on the above and in light of the escrow arrangement, the Manager to the Offer is satisfied with the ability of the Acquirer and the PAC to collectively implement the Offer in accordance with the SEBI (SAST) Regulations as firm financial arrangements are in place to fulfill the obligations under the SEBI (SAST) Regulations.
48
6.2.2
6.2.3
6.2.4
6.2.5
6.2.6
TERMSANDCONDITIONSOFTHEOFFER 7.1 StatutoryApprovals 7.1.1 The acquisition of the Shares under this Offer from nonresident Shareholders is subject to receipt of the approval of the RBI under FEMA and the rules and regulations issued thereunder. The Acquirer and the PAC have filed an application dated September 14, 2010 with RBI for approval to acquire Shares from non residentpersonspursuanttotheOffer.FollowingtheapplicationtheAcquirerand PAChaverespondedtocertainqueriesraisedbytheRBI.Theapprovalispresently awaited. To the best of knowledge and belief of the Acquirer and the PAC, as of the date of this Letter of Offer, there are no other approvals required under the CompaniesAct,1956,FEMAand/oranyapplicablelaws. The Offer would be subject to all other statutory approvals that may become applicableatalaterdatebeforethecompletionoftheOffer. TheAcquirerandthePACmaynotbeabletopurchaseanySharestenderedinthe Offer if any statutory approval required to purchase such Shares are not received and the Acquirer and the PAC will be deemed to have no obligation to acquire such Shares even if tendered in such circumstances. In the event of such non receipt of statutory approvals, a public announcement will be made in the same newspapers in which the Public Announcement was made. In terms of Regulation 27 of the SEBI (SAST) Regulations, if the statutory approvals are refused, the Acquirerand/orthePACshallhavetherighttowithdrawtheOffer. In case of delay in receipt of the above statutory approvals, SEBI has the power to grant extension of time to the Acquirer and the PAC for payment of consideration to the Shareholders of the Target Company, subject to Acquirer and/ or the PAC agreeing to pay interest to the Shareholders for the delayed period as directed by SEBIintermsofRegulation22(12)oftheSEBI(SAST)Regulations. As per the SEBI (SAST) Regulations, the Acquirer along with PAC are required to complete all procedures relating to the Offer within a period of 15 days from the closureoftheOffer. IftheAcquirerandPACfailstoobtaintherequisiteapprovalsintimeduetowillful defaultorneglectorinactionornonactiononthepartoftheAcquirerand/orthe PAC, Regulation 22(13) of the SEBI (SAST) Regulations will become applicable and theamountdepositedinEscrowAccountshallbeforfeitedinthemannerprovided inRegulation28(12)(e)oftheSEBI(SAST)Regulations. To the best of their knowledge, no consents are required by the Acquirer and /or thePAC,fromanyfinancialinstitutionsorbanksfortheOffer.
7.1.2 7.1.3
7.1.4
7.1.5 7.1.6
7.1.7 7.2 7.2.1
LockedInShares Subject to the conditions governing this Offer as mentioned herein, the acceptance of this Offer by the Shareholders of the Target Company must be absolute and unqualified. Any acceptance to this Offer which is conditional and
49
incomplete in any respect will be rejected without assigning any reason whatsoever. The Acquirer and/ or the PAC shall accept lockedin shares, if any, under the Offer subject to the continuation of the residual lockin period in the handsoftheAcquirerand/orthePACasthecasemaybe. 7.3 7.3.1 7.3.2 The Offer is made to (except to the Acquirer, PAC and the parties to Investment Agreement) (i) all the Shareholders whose names appeared in the register of Shareholders on the Specified Date, (ii) those persons who own the Shares any time prior to the closure of the Offer, but are not the registered Shareholder(s) and (iii) the beneficial owners of the dematerialized Shares, whose names appear as beneficiaries on the records of the respective depositories at the close of businesshoursontheSpecifiedDate. Subject to the conditions governing this Offer as mentioned herein, the acceptance of this Offer by the Shareholders of the Target Company must be absolute and unqualified. Any acceptance to this Offer which is conditional and incomplete in any respect will be rejected without assigning any reason whatsoever. Shareholders who hold Shares in physical form and who wish to tender their Shares will be required to send the Form of Acceptance cum Acknowledgement, duly signed and completed in the manner specified therein together with all the necessary documents, as specified in the section of this Letter of Offer titled "Procedure for Acceptance and Settlement of the Offer", to the Registrar to the OfferanditscollectioncentrestotheOfferataddressmentionedunderparagraph 8.4 of this Letter of Offer either by hand delivery during business hours or by registered post so that the same are received on or before the closing date i.e. 1 p.m.onSaturday,27November,2010. In respect of dematerialized Shares, the credit for the Shares tendered must be received in the special depository account as specified in paragraph 8.2 of this LetterofOfferonorbefore1p.m.onSaturday,27November,2010. The Acquirer and the PAC will not be responsible in any manner for any loss of Share certificate(s) and/or offer acceptance documents during transit and the Shareholders of the Target Company are advised to adequately safeguard their interestinthisregard.Incaseofanylacunaeand/ordefectormodificationsinthe documents/formssubmitted,theacceptanceisliabletoberejected. Applications in respect of Shares that are the subject matter of litigation wherein the Shareholders of the Target Company may be prohibited from transferring the shares during the pendency of the said litigation are liable to be rejected if the directions/ orders regarding these shares are not received together with the shares tendered with the Offer. This Letter of Offer in such cases, wherever
50
EligibilityCriteriaforAcceptingtheOffer AllShareholders(registeredorunregistered),excepttheAcquirerandPACandthe partiestoInvestmentAgreement,whoowntheSharesoftheTargetCompanyare eligibletoparticipateintheOfferanytimebeforetheclosureoftheOffer.
7.3.3
7.3.4
7.3.5 7.3.6
7.3.7
possible, will be forwarded to the concerned statutory authorities for further action by such authorities. The acceptance of the Offer made by the Acquirer and the PAC is entirely at the discretion of the Shareholders of the Target Company. The Acquirer and the PAC does not accept any responsibility for the decision of any Shareholder to either participate or to not participate in the Offer. The Acquirer and the PAC will not be responsible in any manner for any loss of Share certificate(s)andOfferacceptancedocumentsduringtransit andtheShareholders of the Target Company are advised to adequately safeguard their interest in this regard. The acceptance must be unconditional and should be absolute and unqualified. 7.3.8 Incomplete acceptances, including nonsubmissions of necessary enclosures, if any, are liable to be rejected. Further, in case, the documents / forms submitted areincompleteand/oriftheyhaveanydefectormodifications,theacceptanceis liabletoberejected. The Acquirer and/ or PAC will acquire the Shares, 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. Shares that are subject to any charge,lienorencumbranceareliabletoberejected.
7.3.9
7.3.10 All owners (registered or unregistered) of shares of the Target Company (except theAcquirer,PACandpartiestotheInvestmentAgreement)holdingsharesatany point of time before the closure of the offer are eligible to participate in the Offer anytime before the closure of the Offer. Unregistered owners can send their application in writing to the Registrar to the Offer or its collections centres, on a plain paper stating their name, address, number of shares held, number of shares offered, Distinctive numbers, Folio number, together with the original Share Certificate(s), valid transfer deeds and the original contract notes issued by the broker through whom they acquired their shares. No indemnity is required from theunregisteredowners. 7.3.11 The securities transaction tax will not be applicable to the Shares accepted in the Offer. 7.4 7.4.1 Accidental omission to dispatch this Letter of Offer or any further communication to any person to whom this Letter of Offer is or should be made or delay or the nonreceiptofthisLetterofOfferbyanysuchpersonshallnotinvalidatetheOffer inanyway. The instructions, authorizations and provisions contained in the Form of AcceptancecumAcknowledgementandFormofWithdrawalconstituteanintegral partofthetermsoftheOffer. Barring unforeseen circumstances and factors beyond their control, the Acquirer and PAC intend to complete all formalities pertaining to the acquisition of the Shares,includingdispatchpaymentofconsiderationtotheShareholderswhohave acceptedtheOffer,bySaturday,11December,2010.
51
Others
7.4.2 7.4.3
8 8.1 PROCEDUREFORACCEPTANCEANDSETTLEMENTOFTHEOFFER Shareholders who wish to tender their Shares will be required to send the Form of Acceptance cum Acknowledgement, original Share Certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer Karvy Computershare Private Limited, Plot No 1724, Vittalrao Nagar, Madhapur, Hyderabad 500 081, Tel: (91)4044655000/ 2342081523; Fax: +9104023431551 (Registrar to the Offer) or at the collection centres mentioned in paragraph 8.4 below either by hand delivery on weekdays or by registered post, so as to reach on or before the closure of the Offer, i.e. not later than 1.00 p.m. on Saturday, 27 November, 2010 in accordance with the instructions specified in the Form of Acceptance Cum Acknowledgement. The documents should not be sent to the Manager to the Offer or theAcquirerorPACortheTargetCompany. The Registrar to the Offer Karvy Computershare Private Limited, has opened a special depositoryaccountwithCDSLcalled,KCPLESCROWA/CEELOpenOFFER.Thenameofthe Depository Participant (DP) is Edelweiss Securities Limited in Central Depository Services (India) Limited (CDSL). Shareholders having their beneficiary account in NSDL have to use the interdepository delivery instruction slip for the purpose of crediting their shares in favourofthespecialdepositoryaccountwithCDSL. Beneficialowners(holdersof sharesindematerializedform)whowishtotendertheirshares will be required to send their Form of Acceptance cum Acknowledgement along with the photocopy of the delivery instruction in Offmarket mode or counterfoil of the delivery instructionsinOffmarketmode,dulyacknowledgedbytherelevantDepositoryParticipant (DP), in favour of the special depository account to the Registrar to the Offer Karvy Computershare Pvt Ltd., either by hand delivery on weekdays or by registered post (at Hyderabad),onorbeforetheclosureoftheOffer,i.e.notlaterthanSaturday,27November, 2010 in accordance with the instructions to be specified in this Letter of Offer and in the Form of Acceptance Cum Acknowledgement. The credit for the delivered shares should be received in the special depository account on or before closure of Offer, i.e. not later than Saturday,27November,2010. The Shareholders of the Target Company, who qualify and who wish to avail of and accept the Offer, can deliver the Form of Acceptance cum Acknowledgement along with all the relevantdocumentsattheofficeoftheRegistrartotheOfferoranyofthecollectioncentres below in accordance with the procedure as set out in this Letter of Offer. All the centres mentionedhereinbelowwouldbeopenasfollows: (between 10.00 a.m. and 4 p.m. from Monday to Friday and between 10.00 a.m. and 1.00 p.m.onSaturdaysonorbeforetheOfferClosingDate.ThecentreswillbeclosedonSundays andPublicHolidays)
52
8.2
8.3
8.4
Sr Collection No Centre
Address
Contact person
Phone number
Fax
Mode Email of Deliv ery Hand delive ry ircfort@karvy.co m nutan.shirke@ka rvy.com
1.
Mumbai
Ms.Nutan Karvy Shirke Computershare PrivateLimited 24,Maharashtra Chamberof Commerce.Lane, opp.MSCBank, FortMumbai400 023 Karvy Computershare PrivateLimited 105108, ArunachalBldg., 19,Barakhamba Road,connaught place,NewDelhi 110001 Karvy Computershare PrivateLimited 201203,Shail, Opp: Madhusudhan House BehindGirishCold Drinks OffCGRoad Ahmedabad~380 006 Karvy Computershare PrivateLimited No.33/1, Venkatraman Street, T.Nagar,Chennai 600017. Karvy Computershare PrivateLimited PlotNo1724, VittalraoNagar, Madhapur, Hyderabad500 081
022 66381747 / 2284/266 6
022 663311 35
2.
NewDelhi
Mr. 011 011 RakeshKr 43509200 410363 Jamwal/ 70 Vinod SinghNegi
Hand Deliv ery
rakeshj@karvy.c om jmathew@karvy. com vinod.negi@karv y.com
3.
Ahmedaba d
Mr.Aditya Gupta/ Robert Joeboy
079 26400527 /6661477 2
079 265655 51
Hand Deliv ery
ahmedabad@kar vy.com robert.joeboy@k arvy.com
4.
Chennai
Ms. Janaki
044 044 28151793 281531 / 81 28151794
Hand Deliv ery
chennaiirc@karv y.com s.janaki@karvy.c om
5.
Hyderabad
Ms.Rinki Sareen
040 44655000 /2342081 523
040 234315 51
Hand Deliv ery/ Regd Post
ircmadhapur@k arvy.com
53
6.
Kolkata
7.
Bengaluru
8.
Vadodara
Karvy Computershare PrivateLimited 49,JatinDasRoad, Nr.DeshpriyaPark, Kolkatta700029 Karvy Computershare PrivateLimited No.59,Skanda, PutanaRoad, Basavanagudi Bengaluru560004 Karvy Computershare PrivateLimited Sb5,mangaldeep complex, Opp.Masonichall, Bpcroad, Alkapuri, Vadodara390007 Karvy Computershare PrivateLimited ShrinathPlaza,C wing,Office No.58&59,3rd Floor,Dyaneshwar paduka chowk,Slno.184/4. OffFCRoad.Pune, 411004 Karvy Computershare PrivateLimited S16/A,Land mark.Opp:Jaiclub MahaveerMargC Scheme,Jaipur, 302001 Karvy Computershare PrivateLimited 47144,Eswar Paradise,Dwaraka Nagar,Main Road,Visakhapatna m530016 Karvy Computershare PrivateLimited 21/1,RaceCourse
Mr.Sujit Kundu/ Mr. Debnath
033 24644891
033 246448 66
Hand Deliv ery
sujitkundu@karv y.com nilkanta@karvy.c om ircbangalore@ka rvy.com
Mr. Kumarasw amy Mr.V Sudha
080 26621192
080 266211 69
Hand Deliv ery
Mr.Rahul Patel
0265 6640870/ 871
NA
Hand Deliv ery
rahul.patel@kar vy.com
9.
Pune
Ms. Sandhya
020 25532078 /783
NA
Hand Deliv ery
rispune@karvy.c om
10. Jaipur
Mr.Vinod
0141 2375099
NA
Hand Deliv ery
jaipur@karvy.co m
11. Visakhapat
nam
MrDS Rao
0891 2752915 18
0891 275287 2
Hand Deliv ery
vizagmfd@karvy. com srinivasarao.d@k arvy.com
12. Indore
Mr.Prem 0731 shubanker 3014200/ 202/ 203/

54
NA
Hand Deliv ery
prem.subhanker @karvy.com
Road,105/106/107, DMTowers,Near Jangeerwala Chowrah IndoreMadhya Pradesh452001
24081507 /4281501 /502/503
Shareholders who cannot hand deliver their documents at the office of the Registrar to the Offer orcollectioncentersreferredtoabovemaysendthesamebyregisteredpost/speedpost,attheir own risk, so that the same are received on or before 1:00 pm on the Offer Closing Date i.e. Saturday,27November,2010. 8.5 ForSharesheldinphysicalform: 8.5.1 RegisteredShareholdersshouldenclose: Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all Shareholders whosenamesappearontheSharecertificates. OriginalSharecertificate(s). Valid share transfer deed / form(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 the Target Company and duly witnessed at the appropriate place. Attestation, where required, (thumb impressions, signature difference, etc.) should be done by a Magistrate/ NotaryPublic/orasimilarauthorityholdingapublicofficeandauthorizedto usetheseal ofhisofficeora member of a recognized stockexchangeunder their seal of office and membership number or manager of the transferors bank. The details of buyer should be left blank except for the signatures mentionedabovefailingwhich,thetenderwillbeinvalidundertheOffer Incaseofnonreceiptoftheaforesaiddocuments,butreceiptoftheoriginal Share certificate(s) and transfer deed(s) duly signed, the Offer shall be deemedtohavebeenaccepted. Notwithstanding that the signature(s) of the transferor(s) has/have been attested as aforesaid, if the signature(s) of the transferor(s) differs from the specimen signature(s) recorded with the Target Company or are not in the sameorder,suchSharesareliabletoberejectedunderthisOfferevenifthe OfferhasbeenacceptedbyabonafideownerofsuchShares. 8.5.2 Unregisteredownersshouldenclose: Form of Acceptance cum Acknowledgement duly completed and signed in accordancewiththeinstructionscontainedtherein. OriginalSharecertificate(s). Originalbrokercontractnote. Valid share transfer deed(s) as received from market. The details of buyer should be left blank failing which, the tender will be invalid under the Offer. Unregistered Shareholders should not sign the transfer deed. The transfer deed should be valid for transfer. No indemnity is required from
55
unregistered Shareholders. The details of the buyer will be filled upon verification of the Form of Acceptance cum Acknowledgement & other documents and the same being found valid. All other requirements for valid transferwillbepreconditionsforacceptance. Theacknowledgementreceived,ifany,fromtheTargetCompanyincasethe Shares have been lodged with the Target Company. Such persons should instruct the Target Company and its Registrar and Transfer agents to send thetransferredSharecertificate(s) directlytotheRegistrartotheOffer.The applicant should ensure that the Share certificate(s) reach the Registrar to theOfferbeforethedateofclosingoftheOffer.
8.6 ForSharesheldindematerializedform: 8.6.1 Beneficialownersshouldenclose: Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records oftherespectivedepository. PhotocopyofthedeliveryinstructioninOffmarketmodeorcounterfoilof the delivery instruction in Offmarket mode, duly acknowledged by DP in favourofthespecialdepositoryaccount(pleaseseebelow)beforetheclose of business hours on Offer Closing Date. The Registrar to the Offer has openedaspecialdepositoryaccountdetailsofwhichareasfollows: DPName DPID ClientID AccountName Depository
For each delivery instruction, the beneficial owner should submit a separate Form of Acceptance cum Acknowledgement. Beneficial owners having their beneficiary accounts withNSDLhavetouseinterdepositorydeliveryinstructionslipforthepurposesofcrediting their Shares in favour of the special depository account with CDSL. In case of non receipt of the aforesaid documents, but receipt of the Shares in the special depository account, the Offer shall be deemed to be accepted. The Form of Acceptance cum Acknowledgement of suchdematerialisedshareswhicharenotcreditedinfavourofthespecialdepositoryaccount, beforetheOfferClosingDatewillberejected.
EdelweissSecuritiesLimited 12032300 00324291 KCPLESCROWA/CEELOPENOFFER CentralDepositoryServices(India)Limited
8.6.2
Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the Shares in respect of which the Form of Acceptance cum Acknowledgement isbeingsentfailingwhichthetenderwouldbeconsideredinvalid and would be liable to be rejected. Such documents may include (but not be limited to): Duly attested death certificate and succession certificate (in case of single shareholder)incasetheoriginalshareholderhasexpired.
56
8.6.3
Duly attested power of attorney if any person apart from the shareholder hassignedFormofacceptancecumacknowledgementortransferdeed(s). No objection certificate from any lender, if the Shares in respect of which theacceptanceissent,wereunderanycharge,lienorencumbrance. In case of companies, the necessary certified corporate authorizations (includingboardand/orgeneralmeetingresolutions).
The Share certificate(s), share transfer form, Form of Acceptance cum Acknowledgement and other documents, if any should be sent only to the Registrar to the Offer, at the collection centers mentioned in paragraph above. They should not be sent to the Manager to the Offer or the Acquirer or PAC or the Target Company. Shareholders, while tendering their Shares in the Offer may indicate an option to receivethepaymentofOfferPricethroughelectronicformbyindicatinginthespace provided in the Form of Acceptance cum Acknowledgement. The payment consideration for Shares accepted under the Offer, in such cases, may be made through National Electronic Clearing Services (NECS), Direct Credit, Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT), as applicable, at specified centers where clearing houses are managed by the Reserve Bank of India, whereverpossible.Inothercases,paymentofconsiderationwouldbemadethrough cheque / demand draft / pay order sent by registered post / speed post. Shareholders who opt for receiving consideration through electronic form are requested to give the authorization for electronic mode of transfer of funds in the Form of Acceptance cum Acknowledgement, provide the Magnetic Ink Character Recognition / Indian Financial System Code of their bank branch and enclose a cancelled cheque or a photocopy of a cheque associated with the particular bank account, along with the Form of Acceptance cum Acknowledgement. In case of joint holders/unregisteredowners,paymentswillbemadeinthenameofthefirstholder/ unregisteredowner. For the purposes of electronic transfer, in case of Shareholders opting for electronic paymentofconsiderationandforpurposesofprintingonthecheque/demanddraft / payorder for the other cases, the bank account details will be directly taken from thedepositoriesdatabase,whereverpossible.AShareholdertenderingSharesinthe Offer, is deemed to have given consent to obtain the bank account details from the Depositories, for this purpose. Only if the required details cannot be obtained from the depositories database then the particulars provided by the Shareholders would beused. For Shareholders, who do not opt for electronic mode of transfer and for those shareholders, whose payment consideration is rejected / not credited through NECS / Direct Credit / RTGS / NEFT, due to any technical errors or incomplete/incorrect bankaccountdetails,paymentconsiderationwillbedispatchedthroughspeedpost/ registered post.Such payment consideration will be madeby cheques,payordersor demand drafts payable at par at places where the address of the Shareholder is registered. It is advised that Shareholders provide bank details in the Form of Acceptance cum Acknowledgement, so that the same can be incorporated in the cheque/demand draft/pay order. It will be the responsibility of the tendering Shareholders to ensure that correct bank account details are mentioned with the
57
8.6.4
8.6.5
8.6.6
DepositoriesandintheFormofAcceptancecumAcknowledgement. 8.6.7 8.6.8 In case of nonreceipt of this Letter of Offer / Form of Acceptance cum Acknowledgement / Form of Withdrawal eligible Shareholders and unregistered owners (including beneficial owners) may download the same from SEBIs website http://www.sebi.gov.in or obtain a copy of the same by writing to the Registrar to theOfferclearlymarkingtheenvelopeEveronnEducationLimitedOpenOfferby providing suitable documentary evidence of the acquisition of the Shares or make the application on plain paper. Shareholders holding Shares in physical form may send an application to the Registrar to the Offer, stating on plain paper their name, address, folio number, number of Shares held, distinctive numbers, number of Sharesoffered,bankparticularsalongwithoriginalShareCertificate(s),dulysigned& witnessed transfer form(s), on or before the close of the Offer, i.e. by no later than 1:00 pm on Saturday, 27 November, 2010. Beneficial owners may send an application to the Registrar to the Offer, stating on plain paper their name, address, DP name, DP ID, beneficiary account number, number of Shares held, number of Shares offered, bank particulars, photocopy of the delivery instructions in Off marketmodeoracounterfoilofthedeliveryinstructionsinOffmarketmodeduly acknowledged by the DP in favour of the special depository account mentioned above, as may be relevant, to the collection centres so as to reach on or before the close of business on the Offer Closing Date , i.e. by no later than 1:00 pm on Saturday, 27 November, 2010. The application should be signed by all the Shareholders as per the registration details available with Target Company/ Depositories and should be sent to the Registrar to the Offer in an envelope clearly markedEveronnEducationLimitedOpenOffer.Noindemnitywouldberequired fromunregisteredShareholders. In case any person has submitted Shares in physical form for dematerialisation and such dematerialisation has not yet been effected, the concerned shareholder may applyintheOfferasperinstructionsmentionedabovetogetherwithaphotocopyof the completed dematerialisation request form acknowledged by shareholders DP. Such Shareholders should ensure that the process of getting the Shares dematerialised is completed well in time so that the credit of the Shares to the special depository account is completed on or before the Offer Closing Date, failing which such an acceptance would be rejected. A copy of delivery instructions acknowledged by the DP in favour of the special depository account should be forwarded to the collection centre where the Form of Acceptance cum Acknowledgementandotherdocumentsweretendered,beforethecloseofbusiness on the Offer Closing Date. Alternatively, if the Shares sent for dematerialization are yet to be processed by the Shareholders depository participants, the Shareholders canwithdrawtheirdematerializationrequestandtendertheSharecertificatesinthe Offerasperprocedurementionedinparagraph8.5aboveofthisLetterofOffer. The minimum marketable lot for the purposes of acceptance, for both physical and dematShares,wouldbeoneShare.
8.6.9
8.6.10 WhiletenderingthesharesundertheOffer,NRIs/OCBs/foreignShareholderswillbe required to submit the previous RBI Approvals (specific or general) that they would haveobtainedforacquiringthesharesoftheTargetCompany,ifsorequired.Incase thepreviousRBIapprovalsarenotsubmitted,theAcquirerandPACreservetheright
58
torejectsuchsharestendered. 8.6.11 In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, Shareholders desirous of withdrawing the acceptance tendered by them in the Offer, may do so up to 3 (three) workingdays priortothe date ofclosureof theOffer.Thewithdrawaloption canbeexercisedbysubmittingthedocumentsaspertheinstructionsbelow,soasto reach the Registrar to the Offer at any of the collection centres mentioned above as per the mode of delivery indicated therein on or before Wednesday, 24 November, 2010. (i) The withdrawal option can be exercised by submitting the Form of Withdrawal,enclosedwiththisLetterofOffer. (ii) In case of nonreceipt of Form of Withdrawal, the withdrawal option can be exercised by making an application to the Registrar to the Offer on plain paperalongwiththefollowingdetails: In case of physical shares: name, address, distinctive numbers, folio number,numberofsharestendered/withdrawn;and In case of dematerialized shares: name, address, number of Shares offered/withdrawn, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in Off market mode or counterfoil of the delivery instruction in Offmarket mode, duly acknowledgedbytheDP,infavourofthespecialdepositoryaccount.
8.6.12 TheRegistrartotheOfferwillholdintrusttheshares/sharecertificates,shareslying in credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the Shareholders of the Target Company who have accepted the Offer, till the cheques/ drafts for the consideration and/or the unaccepted shares/ Share Certificates are dispatched/ returned. 8.6.13 To the extent of the Offer Size and in accordance with this Letter of Offer to be sent to the eligible Shareholders of the Target Company, the Shares of the Target CompanythatarevalidlytenderedandacceptedpursuanttothisOfferareproposed to be acquired by the Acquirer and/ or PAC. In case the number of validly tendered Shares in the Offer are more than the Shares agreed to be acquired under the Offer, theAcquirerand/orPACshallaccepttheoffersreceivedfromtheShareholdersona proportionate basis as per Regulation 21(6) of the SEBI (SAST) Regulations in consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner. Rejected applications will be returnedtotheapplicantsbyregisteredpost. 8.6.14 Unaccepted rejected Share certificates, Transfer Deeds and other documents, if any, will be returned by Registered Post at the Shareholders/ unregistered owners sole risk to the sole/ first shareholder. Unaccepted / rejected shares held in demat form willbecreditedbacktothebeneficialownersdepositoryaccountwiththerespective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement. It will be the responsibility of the Shareholders to ensure that the unaccepted Shares are accepted by their respective
59
depository participants when transferred by the Registrar to the Offer. Shareholders holding Shares in dematerialized form are requested to issue the necessary standing instruction for receipt of the credit, if any, in their DP account. Shareholders should ensure that their depository account is maintained till the Offer formalities are completed. 8.7 8.7.1 8.7.2 No tax is required to be deducted at source in case of payment to resident Shareholdersinrespectofanyincomewhichiscapitalgain/businessincomearising onsurrenderofsharesundertheOffer. Therateofdeductionoftaxinthecaseof nonresidentisdependentonfewfactors. Since the Acquirer and/ or PAC as a payer does not have in house information in respect of various Shareholders, all the Shareholders are required to specify, in the FormofAcceptancecumAcknowledgement,thefollowingparticulars Whetherhe/sheisresidentornonresident. As a nonresident to which category the Shareholder belongs i.e. nonresident Indians (Individual), overseas corporate body / non domestic company, F.I.I. registeredasacompany,F.I.I.otherthanacompany,anyotherNonResident. WhethertheSharesareheldonInvestmentaccountorontradeaccount. In case of nonresident Indians whether the Shares were acquired by the individualhimselfwithconvertibleforeignexchange. DateofacquisitionofShares As per the provisions of the section 2(37A) (iii) of the Incometax Act, 1961, for the purposes of deduction of tax under section 195, the rate or rates of incometax specified in this behalf in the Finance act of the relevant year i.e. 2009 10 or the rates or rates of incometax specified in an agreement entered into by the Central Government under section 90 or an agreement notified by the Central Government under section 90A, whichever is applicable by virtue of the provisions of section 90, orsection90A,asthecasemaybe,i.e.whicheverbeneficial,wouldbetheapplicable rate of TDS. Any shareholder claiming benefit under any Double Taxation Avoidance Agreement (DTAA) will have to furnish tax residency certificate to be eligible for claimingthebenefit. In the event that any shareholder requires the Acquirer and/ or PAC not to deduct tax or to deduct tax at a lower rate or on a lower amount, he / it would need to obtain a certificate from the Incometax authorities either under section 195(3) or under section 197 of the Incometax Act, and submit the same to Acquirer and/or PAC while submitting the Bid Form. In the absence of any such certificate from the Incometaxauthorities,theAcquirerwilldeducttaxattheratesinforce. Legal position summarized above is applicable only to those NonResident Shareholders who have obtained Permanent Account Number (PAN) under the Income Tax Act, 1961 and furnish this number in the bid form. Copy of PAN card is alsorequiredtobeattachedasevidence. IncasePANisnotobtainedorPANisnotmentionedinbidformorcopyofPANcard
60
Compliancewithtaxandotherregulatoryrequirements:
8.7.3
8.7.4
8.7.5
is not attached tax at least @ 20% plus surcharge and education cess will be deductedatsource. 8.8 8.9 Payment to those Shareholders whose Share certificates and/or other documents are found valid and in order will be by way of a crossed account payee cheque / demand draft / pay order or through DC, NEFT, RTGS, NECS, at specified centers where clearing houses are managed by the RBI within 15 days from the date of closure of Offer. Shareholders who opt for receiving consideration through DC/NEFT/RTGS/NECS are requested to give the authorization for the same in the Form of Acceptance cum Acknowledgment and enclose a photocopyofchequealongwiththeFormofAcceptancecumAcknowledgment.Thedecision regardingtheacquisition(inpartorfull),orrejectionof,theSharestenderedpursuanttothis Offerand(i)anycorrespondingpaymentfortheacquiredSharesand/or(ii)sharecertificates for any rejected Shares or Shares withdrawn, will be dispatched to the Shareholders by registered post at the Shareholders sole risk. Shares held in dematerialized form to the extent not acquired or Shares withdrawn will be credited back to the respective beneficiary accountwiththeirrespectiveDPsasperthedetailsfurnishedbythebeneficialownersinthe FormofAcceptancecumAcknowledgment. Pursuant to the Regulation 13 of the SEBI (SAST) Regulations, the Acquirer and PAC have appointedEdelweissCapitalLimitedastheManagertotheOffer.TheAcquirerandPAChave appointedKarvyComputersharePrivateLimitedastheRegistrartotheOffer. Sharesthataresubjecttoanycharge,lienorencumbranceareliabletoberejected.
8.10 9
DOCUMENTSFORINSPECTION 9.1 Material Documents for inspection by the shareholders of Target Company will be availableatregisteredofficeofAcquireratSKILHouse,209Bank StreetCrossLane,Fort, Mumbai400023,Maharashtra,India,between2:00pmto4:00pmonanydayexcept Saturdays,SundaysandthepublicholidaystilltheclosureoftheOffer. 9.1.1 Certificate of incorporation, memorandum and articles of association of the AcquirerandPAC 9.1.2 A copy of the certificate dated 29 October, 2010 issued by Bharat Shah & Associates,CharteredAccountant,certifyingtheadequacyoffinancialresourcesof theAcquirerandPAC,tofulfillitsobligationundertheOffer. 9.1.3 Audited annual reports of the Target Company and Acquirer for the last three yearsandPACforlasttwoyears 9.1.4 A letter from HDFC Bank Limited, Fort Branch, Mumbai dated 21 July, 2010 confirming the amount kept in the Escrow Account and lien in favour of Manager totheOffer 9.1.5 ApublishedcopyofthePublicAnnouncementdated22July,2010 9.1.6 A copy of the Agreement entered into with Depository participant for opening a specialdepositoryaccountforthepurposeoftheOffer
61
9.1.7 A copy of Investment Agreement dated July 21, 2010 and amendment agreement datedOctober29,2010 9.1.8 Acopyof confirmation fromDPregardingopening of specialdepositoryaccountin thenameandstyleofKCPLEscrowAccountEELOpenOffer. 9.1.9 A copy of the letter from SEBI in terms of proviso to Regulation 18(2) dated October28,2010
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FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

(All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)

(Please send this Form with enclosures to the Registrar to the Offer ONLY at their address as mentioned herein) From Name : Address :
OFFER
OPENS ON Monday, 08 November, 2010 CLOSES ON Saturday, 27 November, 2010 LAST DATE OF Wednesday, 24 November, 2010 WITHDRAWAL Fax no: Email ID:
Tel No :
Status : Resident/ Non Resident: To, The Acquirer - SKIL Infrastructure Limited C/o. Karvy Computershare Private Limited Plot nos.17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, India. Dear Sir, Sub: Offer to acquire 3,944,080 equity shares of face value Rs. 10/- each (Shares) representing 20% of the Emerging Voting Capital of Everonn Education Limited (Target Company) by SKIL Infrastructure Limited (SKIL) as acquirer and SKIL Knowledge Cities Private Limited (SKIL Knowledge) as person acting in concert with SKIL from the public shareholders of the Target Company (the Offer) pursuant to the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (as amended) (the SEBI (SAST) Regulations)
I/We refer to the Letter of Offer dated 29 October, 2010 for acquiring the Shares held by me / us in Everonn Education Limited. I/We, the undersigned, have read the Letter of Offer, and understood its contents and unconditionally accept the terms and conditions and procedures as mentioned therein. FOR SHARES HELD IN PHYSICAL FORM I/We accept the Offer and enclose the original Share certicate(s) and duly signed transfer deed(s) in respect of my/our Shares as detailed below: Sr. No. Ledger Folio No. Certicate No. From Distinctive Nos. To No. of Shares
Total No. of Certicates Total No. of Shares Please attach an additional sheet of paper if the above space is insufcient. FOR SHARES HELD IN DEMATERIALISED FORM I/We holding shares in dematerialized form, accept the Offer and enclose photocopy/counterfoil of the delivery instructions duly acknowledged by my/our DP in respect of my/our Shares as detailed below: DP Name DP ID Client ID No. of Shares Name of Beneciary
I/We conrm having done an off market transaction for crediting the Shares to the special depository account with CDSL named as KCPL ESCROW A/C EEL OPEN OFFER, whose particulars are: DP ID Number: Client ID: 12032300 00324291 DP Name: Depository: Edelweiss Securities Limited Central Depositary Services (India) Limited
Note: Shareholders, having their beneciary account with National Securities Depository Limited (NSDL), have to use inter-depository delivery instruction slip for the purpose of crediting their Shares in favour of the special depository account with CDSL I/We have enclosed the following documents: Enclosures (Please tick as appropriate, if applicable) Power of Attorney Corporate Authorisation in case of Companies along with Board Resolution and Specimen Signatures of Authorised Signatories. No Objection Certicate & Tax Clearance Certicate under Income Tax Act, 1961, for NRIs/OCBs/Foreign Shareholders as applicable Death Certicate/ Succession Certicate (duly attested) Others (please specify) I/We conrm that the Shares which are being tendered herewith by me/us under the Offer are free from lien, charges and encumbrances of any kind whatsoever. I/we are not debarred from dealing in Shares.
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Sr. No. ____________________ Received by Mr./Mrs./M/s ____________________________________________________________________________________________________________ Address __________________________________________________________________________________________________________________________ Physical shares: Folio No.__________________/Demat Shares: DP ID______________________; Client ID:__________________________ Form of Acceptance along with (Tick wherever is applicable): Physical Shares: No. of shares____________________; No. of Certicates enclosed _______________________ Demat Shares: Copy of delivery instruction for_________________ number of shares enclosed
Stamp of Collection centre
Signature of Ofcial
Date of Receipt
I/We note and understand that the Shares/ Share certicate(s) and valid transfer deed(s) will be held in trust for me/us by Karvy Computershare Private Limited, (the Registrar to the Offer) until the time SKIL and/or SKIL Knowledge pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that SKIL and/ or SKIL Knowledge will pay the purchase consideration only after verication of the documents and signatures, net of applicable withholding taxes, if any. I/We authorise SKIL and/ or SKIL Knowledge to accept the Shares so offered which it may decide to accept in consultation with the Edelweiss Capital Limited (Manager to the Offer) and in terms of the Letter of Offer and I/we further authorise SKIL and/ or SKIL Knowledge to return to me/us, Share certicate(s) in respect of which the Offer is not found valid/not accepted and in case of dematerialized shares, to the extent not accepted will be released to my Depository Account at my sole risk. I/We authorise SKIL and/ or SKIL Knowledge to accept the Shares so offered or such lesser number of Shares that they may decide to accept in terms of the Letter of Offer and I/we further authorise SKIL and/ or SKIL Knowledge to split/consolidate the Share certicates comprising the Shares that are not acquired to be returned to me/us and for the aforesaid purpose SKIL and/ or SKIL Knowledge is hereby authorised to do all such things and execute such documents as may be found necessary and expedient for the purpose. I/We authorise SKIL and/ or SKIL Knowledge to send by registered post/speed post the draft/cheque/pay order, in settlement of the amount to the sole/rst holder at the address mentioned above. I/We note and understand that the Shares would lie in the special depository account until the time SKIL and/ or SKIL Knowledge makes payment of purchase consideration as mentioned in the Letter of Offer. For NRIs / OCBs / FIIs / Foreign Shareholders I / We, have enclosed the following documents No objection certicate / Tax clearance certicate from the Income Tax Authorities RBI approvals for acquiring shares of the Target Company hereby tendered in the Offer Copy of Permanent Account Number / PAN Card For FII Shareholders : I / We, conrm that the Shares of the Target Company are held by me / us on [ ] Investment / [ ] Capital Account or [ ] Trade Account (select whichever is applicable in your case). Note: In case the Shares are held on trade account, kindly enclose a certicate stating that you are a tax resident of your country of residence /incorporation and that you do not have a permanent establishment in India in terms of the Double Taxation Avoidance Agreement (DTAA) entered into between India and your country of residence. In order to avail the benet of lower rate of tax deduction under the DTAA, if any, kindly enclose a certicate stating that you are a tax resident of your country of incorporation in terms of the DTAA entered into between India and your country of residence. The Permanent Account No. (PAN/GIR No.) allotted under the Income Tax Act is as under: First / Sole Shareholder PAN/GIR No. Bank Details So as to avoid fraudulent encashment in transit, Shareholder(s) holding Shares in physical form should provide details of bank account of the rst/sole Shareholder as follows and the consideration cheque or demand draft or pay order will be drawn accordingly: Name of the Bank Account Number Branch Savings/Current/ (Others: please specify) Second Joint Shareholder Third Joint Shareholder Fourth Joint Shareholder
For Shares that are tendered in dematerialized form, the bank account details as obtained from the beneciary position download to be provided by the depositories will be considered and the consideration will be paid in accordance with the said bank particulars. Details for RTGS / NEFT / NECS In addition to above Bank Details, Shareholders opting for the RTGS/ NEFT / NECS option should provide the following details: Payment through RTGS (Yes/No): _______________________________________________________ Payment through NEFT (Yes/No): _______________________________________________________ Payment through NECS (Yes/No): _______________________________________________________ IFSC Code of the Branch where account is maintained: ______________________________________ Yours faithfully, Signed and Delivered Full Name(s) of the Shareholder(s) First/Sole Shareholder Second / Joint Shareholder Third / Joint Shareholder Fourth / Joint Shareholder Note: In case of joint holdings, all holders must sign. A corporation must afx its common seal and necessary Board Resolution must be attached. Tel No. _____________________________; Fax No. ____________________________; Email:____________________________________________________ Place : ______________________________ Date : _____________________ SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE ACCEPTANCE OF FORMS / SHARES THAT ARE RECEIVED BY THE REGISTRAR AFTER THE CLOSE OF THE OFFER i.e. BY 1.00 P.M. ON SATURDAY, 27 NOVEMBER, 2010 SHALL NOT BE ACCEPTED UNDER ANY CIRCUMSTANCES AND HENCE ARE LIABLE TO BE REJECTED. Signature
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Note: All future correspondence, if any, should be addressed to Registrar to the Offer: Karvy Computershare Private Limited, (Unit : Everonn Education Limited Open Offer) Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, India. Tel: +91-040-44655000 / 23420815-23; Fax: +91-040-23431551 Email: murali@karvy.com; Contact Person: Mr. Murli Krishna, quoting your Reference Folio No./DPID/Client ID.
INSTRUCTIONS
Please read the enclosed Letter of Offer carefully before lling this Form of Acceptance cum Acknowledgement. The acceptance of the Offer is entirely at the discretion of the Shareholders. Each Shareholder to whom this Offer is being made is free to offer his Shares in whole or in part while accepting the Offer. 3. Shareholders should enclose the following: Procedure for Shares held in Physical Form Registered Shareholders should enclose: Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by sole/joint Shareholders whose name(s) appears on the Share certicate(s) and in the same order in which their name(s) appear in the register of Shareholders and as per the specimen signature lodged with the Target Company; Original Share certicate(s); Valid share transfer forms(s) duly signed as transferor(s) by all registered Shareholder(s) (in case of joint holdings), in the same order and as per specimen signatures registered with and duly witnessed at the appropriate place. A blank share transfer form is enclosed along with this Letter of Offer. The share transfer form should be left blank, except for the signatures as mentioned above; The details of the buyer should be left blank failing which the same will be invalid under the Offer. The details of SKIL and/ or SKIL Knowledge as buyer will be lled in by SKIL and/ or SKIL Knowledge upon verication of the Form of Acceptance cum Acknowledgement on the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance. Unregistered owners of Shares should enclose: Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained herein; Original Share certicate(s); Original broker contract note; Valid share transfer form(s) as received from the market. The details of buyer should be left blank failing which the same will be considered invalid under the Offer. All other requirements for valid transfer (including matching of signatures) will be preconditions for acceptance; In case of registered Shareholders, non-receipt of the aforesaid documents, but receipt of the Share certificates along with the duly completed transfer form, the Offer shall be deemed to be accepted. Procedure for Shares held in Dematerialized Form Benecial owners should enclose: Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained herein, as per the records of the depository; A photocopy or counterfoil of the delivery instruction slip in off market mode, duly acknowledged by the benecial owners DP and completed as per the details of the special depository account given below. The Registrar to the Offer has for the purpose of this Offer, opened a special depository account with CDSL KCPL ESCROW A/C EEL OPEN OFFER, whose particulars are: DP ID Number: 12032300; DP Name: Edelweiss Securities Limited; Client ID: 00324291; Depository: Central Depositary Services (India) Limited Shareholders, having their beneciary account with NSDL, have to use inter-depository delivery instruction slip for the purpose of crediting their Shares in favour of the special depository account with CDSL. The Shares are compulsory in dematerialized mode and the minimum marketable lot for such shares is one. The benecial owners who hold Shares in dematerialized form are required to execute a trade by tendering the delivery instructions for debiting their benecial account with the benecial owners DP and crediting the above mentioned special depository account. The credit in the special depository account should be received on or before 1.00 pm Indian Standard Time on SATURDAY, 27 NOVEMBER, 2010. In order to ensure this, benecial owners should tender the delivery instructions at least two working days prior to date of closing of the Offer. For each delivery instruction the benecial owner should submit separate Form of Acceptance cum Acknowledgement. In case of non-receipt of the aforesaid documents, but receipt of the Shares in the special depository account, the Offer shall be deemed to be accepted. IN CASE OF DEMATATERIALIZED SHARES THE SHARES SHOULD BE CREDITED IN FAVOUR OF THE SPECIAL DEPOSITORY ACCOUNT MENTIONED ABOVE BEFORE THE CLOSURE OF THE OFFER. FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT OF SUCH DEMATERTIALIZED SHARES WHICH ARE NOT CREDITED IN FAVOUR OF THE SPECIAL DEPOSITORY ACCOUNT BEFORE THE CLOSURE OF THE OFFER WILL BE REJECTED. 4. FIIs are requested to enclose the SEBI Registration letter and RBI general permission letter. 5. Where the number of Shares offered for sale by the Shareholders are more than the Shares agreed to be acquired by the SKIL and/ or SKIL Knowledge under this Offer, the SKIL and/ or SKIL Knowledge shall accept the offers received from the Shareholders on a proportional basis, in consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots. Provided that acquisition of Shares from a Shareholder shall not be less than the minimum marketable lot or the entire holding, if it is under the marketable lot. 6. In case of physical Shares, the enclosed transfer deed should be duly signed as transferors by all Shareholders in the same order and as per specimen signatures lodged with the Target Company and should be duly witnessed at the appropriate place. The transfer deed should be left blank, excepting the signatures as mentioned above. Attestation, where required (thumb impressions, signature difference, etc.) should be done by a magistrate, notary public or special executive magistrate or a similar authority holding a public ofce and authorised to use the seal of his ofce or a member of a recognized stock exchange under their seal of ofce and membership number or manager of the transferors bank. PLEASE DO NOT FILL UP ANY DETAILS ON THE TRANSFER DEED. Relevant Share certicates must be annexed. 7. The Shareholders who have sent their Share certicates for dematerialization should submit their Form of Acceptance cum Acknowledgement and other documents, as applicable, along with a copy of the dematerialization request form duly acknowledged by their DP. Shareholders who have sent their Shares for transfer should enclose, Form of Acceptance cum Acknowledgement duly completed and signed, copy of the letter sent to the Target Company (for transfer of shares) and valid Share transfer form(s). 8. In case of bodies corporate, proper corporate authorization should be enclosed. 9. Shareholders must note that on the basis of name of the Shareholders, DPs name, DP ID, beneciary account number provided by them in the Form of Acceptance cum Acknowledgement, the Registrar to the Offer will obtain, from the depositories, the Shareholders demographic details including address, bank account details, the nine digit MICR code as appearing on a cheque leaf and occupation. These bank account details will be used to make payment to Shareholders holding Shares in dematerialized form. Hence Shareholders are advised to immediately update their bank account details as appearing on the records of the DP. Please note that failure to do so could result in delays in dispatch of payment or electronic transfer of funds, as applicable, and any such delay shall be at the Shareholders sole risk and neither SKIL, SKIL Knowledge, the Manager to the Offer, Registrar to the Offer nor HDFC Bank (the Escrow Agent) shall be liable to compensate the Shareholders for any losses caused to the Shareholder due to any such delay or liable to pay any interest for such delay. Shareholders holding shares in physical form are requested to ll in the required bank details in the Form of Acceptance cum Acknowledgment. Unless Shareholders holding shares in physical form opt for payment by RTGS / NEFT / NECS option or where relevant details for payment by RTGS / NEFT / NECS option provided by such Shareholders are incorrect, payments shall be made to Shareholders holding Shares in physical form by demand drafts / cheques / pay orders as per bank details provided by such Shareholders in the Form of Acceptance cum Acknowledgment. 1. 2.
10. All Persons, registered or unregistered, who own the Shares, at any time prior to the closing of the Offer, are eligible to participate in the Offer. Unregistered owners can send their acceptance of the Offer in writing to the Registrar to the Offer, Karvy Computershare Private Limited, Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Tel: +91-040-44655000 / 23420815-23; Fax: +91-040-23431551, by hand delivery or registered post, other than Sundays and public holidays, between 10.00 am to 4.00 pm from Monday to Friday and between 10.00 a.m. to 1.00 p.m. on Saturdays on or before the closing of the Offer, i.e. Saturday, 27 November, 2010 on plain paper stating Name, Address, No. of Shares held, No. of Shares offered, Distinctive Nos., Folio No., together with the original Share certicate(s), valid transfer deeds in case of Shares held in physical form or photocopy or counterfoil of the delivery instructions in Off-market mode in case of Shares held in dematerialized form and the original contract note issued by the broker through whom they acquired their Shares. No indemnity is required from the unregistered owners. 11. While tendering Shares under the Offer, NRIs, OCBs and other non-resident Shareholders will be required to submit RBIs approval, if any (specic or general) that they would have obtained for acquiring the Shares of the Target Company. If the Shares are held under general permission of the RBI, the non-resident Shareholder should state that the Shares are held under the general category and whether on repatriable basis or non repatriable basis. In the event that the previous RBI approvals are not submitted, SKIL and/ or SKIL Knowledge reserves the right to reject such tendered Shares. 12. Rejection of Shares If the Shares are rejected for any of the following reasons, the Shares will be returned to the sole / rst named holder along with all the documents received from them at the time of submission. Please note that the following list is not exhaustive. The signature(s) of the holder(s) do not match with the specimen signature(s) as per the records of Target Company; The transfer deed is not complete or valid; The number of Shares mentioned in the Form of Acceptance cum Acknowledgement does not tally with the actual physical share certicate(s) submitted or in case of dematerialized Shares, the Shares in the Form of Acceptance cum Acknowledgement do not tally with the instruction to the depository participant and the credit received in the special depository account; d. The relevant documents, as applicable, as mentioned above are not submitted with the Form of Acceptance cum Acknowledgement. SKIL and/ or SKIL Knowledge also reserves the right to reject such tenders from Shareholders, where the relevant documents are not submitted. Neither SKIL, SKIL Knowledge, the Manager to the Offer, the Registrar to the Offer or Target Company will be liable for any delay/loss in transit resulting in delayed receipt/ non-receipt by the Registrar to the Offer of your Form of Acceptance cum Acknowledgement or for the failure to deposit your Shares to the special depository account or submission of original physical Share certicates due to inaccurate/incomplete particulars/instructions on your part, or for any other reason. While tendering their Shares under the Offer, NRIs, OCBs and other non-resident Shareholders will be required to submit a TCC or Certicate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income Tax Act, 1961 indicating the amount of tax to be deducted by SKIL and/ or SKIL Knowledge before remitting the consideration, failing which SKIL and/ or SKIL Knowledge will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the Shareholder belongs under the Income Tax Act, 1961, on the entire consideration amount payable to such Shareholder. As per the provisions of Section 196D (2) of the Income Tax Act, 1961, no deduction of tax at source will be made from any income by way of capital gains arising from the transfer of securities referred to in Section 115AD of the Income Tax Act, 1961 to a Foreign Institutional Investor as dened in Section 115AD of the Income Tax Act, 1961. However, the interest payment for delay in payment of consideration, if any, will not be governed by this provision. For interest payments, if any, NRIs, OCBs and other non-resident Shareholders will be required to submit a TCC or Certicate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income-tax Act, 1961 indicating the amount of tax to be deducted by SKIL and/ or SKIL Knowledge before remitting the consideration, failing which SKIL and/ or SKIL Knowledge will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the Shareholder belongs under the Income Tax Act, 1961, on the entire consideration amount payable to such Shareholder. The rate of deduction of tax in the case of non-resident is dependent on few factors. Since the SKIL and/ or SKIL Knowledge as a payer does not have in house information in respect of various shareholders, all the shareholders are required to specify, in the Form of Acceptance cum Acknowledgement, the following particulars: Whether he/she is resident or non-resident As a non-resident to which category the Shareholder belongs i.e. non-resident Indians (Individual), overseas corporate body / non domestic company, FII registered as a company, FII other than a company, any other Non-Resident. Whether the Shares are held on Investment account or on trade account. In case of non-resident Indians whether the Shares were acquired by the individual himself with convertible foreign exchange. Date of acquisition of Shares No tax will be deducted on the Offer Price payable to the resident Shareholders. In case of resident Shareholders of the Target Company, SKIL and/ or SKIL Knowledge will deduct the tax on the interest component exceeding Rs. 5,000/- (Rupees ve thousand only) at the applicable current prevailing rates, if applicable. If the resident Shareholder of the Target Company requires that no tax is to be deducted or tax is to be deducted at a lower rate than the prescribed rate, such Shareholder will be required to submit No Objection Certicate from the income tax authorities indicating the rate at which tax is to be deducted by SKIL and/ or SKIL Knowledge or a self declaration in Form 15G or Form 15H as may be applicable. Shareholders of the Target Company eligible to receive interest component exceeding Rs. 5,000/- (Rupees ve thousand only) would be required to submit their Permanent Account Number for income tax purposes. Clauses relating to payment of interest will become applicable only if SKIL and/ or SKIL Knowledge become liable to pay interest for delay in release of purchase consideration. No tax is required to be deducted at source in case of payment to resident Shareholders in respect of any income which is capital gain / business income arising on surrender of shares under the Offer. As per the provisions of the section 2(37A) (iii) of the Income-tax Act, 1961, for the purposes of deduction of tax under section 195, the rate or rates of incometax specied in this behalf in the Finance act of the relevant year i.e. 2009 - 10 or the rates or rates of income-tax specied in an agreement entered into by the Central Government under section 90 or an agreement notied by the Central Government under section 90A, whichever is applicable by virtue of the provisions of section 90, or section 90A, as the case may be, i.e. whichever benecial, would be the applicable rate of TDS. Any shareholder claiming benet under any Double Taxation Avoidance Agreement (DTAA) will have to furnish tax residency certicate to be eligible for claiming the benet Legal position summarized above is applicable only to those Non-Resident Shareholders who have obtained Permanent Account Number (PAN) under the Income Tax Act, 1961 and furnish this number in the bid form. Copy of PAN card is also required to be attached as evidence. In case PAN is not obtained or PAN is not mentioned in bid form or copy of PAN card is not attached tax at least @ 20% plus surcharge and education cess will be deducted at source. Shareholders are advised to consult their tax advisors for their taxability or any other procedural aspects including the treatment that may be given by their respective assessing ofcers in their case, and the appropriate course of action that they should take. SKIL/ SKIL Knowledge and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. All Persons eligible to participate in the Offer who wish to avail this Offer should deliver the above mentioned documents, by hand delivery to the Registrar to the Offer, Karvy Computershare Private Limited, Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Tel: +91-040-44655000 / 23420815-23; Fax: +91-040-23431551; E-mail: murali@karvy.com; Contact Person: Mr. Murli Krishna, so as to reach the Registrar to the Offer on or before 1.00 pm on Saturday, 27 November, 2010 (i.e. the date of Closing of the Offer). Persons who are unable to hand deliver the documents as above may send the same by registered post at their sole risk to the Registrar to the Offer as above, so as to reach the Registrar to the Offer on or before 1.00 pm on Saturday, 27 November, 2010 (i.e. the date of Closing of the Offer). No document should be sent to the SKIL / SKIL Knowledge or the Manager to the Offer. Note: All future correspondence, if any, should be addressed to Registrar to the Offer: Karvy Computershare Private Limited, Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Tel: +91-040-44655000 / 23420815-23; Fax: +91-040-23431551 Email: murali@karvy. com; Contact Person: Mr.Murli Krishna, quoting your Reference Folio No./DPID/Client ID. a. b. c.
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FORM OF WITHDRAWAL
(All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)

OFFER
From Name : Address : Tel No : Status :Resident/ Non Resident: To, The Acquirer - SKIL Infrastructure Limited C/o. Karvy Computershare Private Limited Plot nos.17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, India. Dear Sir, Sub: Offer to acquire 3,944,080 equity shares of face value Rs. 10/- each (Shares) representing 20% of the Emerging Voting Capital of Everonn Education Limited (Target Company) by SKIL Infrastructure Limited (SKIL) as acquirer and SKIL Knowledge Cities Private Limited (SKIL Knowledge) as person acting in concert with SKIL from the public shareholders of the Target Company (the Offer) pursuant to the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (as amended) (the SEBI (SAST) Regulations) Fax no: Email ID: OPENS ON Monday, 08 November, 2010 CLOSES ON Saturday, 27 November, 2010 LAST DATE OF Wednesday, 24 November, 2010 WITHDRAWAL
Withdrawal of shares tendered in the caption Offer I/We refer to the Letter of Offer dated 29 October, 2010 for acquiring the Shares held by me/us in the Target Company. I/We, the undersigned, have read the Letter of Offer and understood its contents and accept unconditionally the terms and conditions and procedures as mentioned therein. I/We have read the procedure for withdrawal of Shares tendered by me/us in the Offer as mentioned in the Letter of Offer and unconditionally agree to the terms & condition mentioned therein. I/We hereby consent unconditionally and irrevocably to withdraw my/our Shares from the Offer and I/we further authorize SKIL and/ or SKIL Knowledge to return to me/us, the tendered Share certicate(s)/Share(s) at my/our sole risk. I/We note that upon withdrawal of my/our Shares from the Offer, no claim or liability shall lie against SKIL/ SKIL Knowledge/ Edelweiss Capital Limited (Manager to the Offer) / Karvy Computershare Private Limited (Registrar to the Offer). I/We note that this Form of Withdrawal should reach the Registrar to the Offer at Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Tel: +91-04044655000 / 23420815-23; Fax: +91-040-23431551, India on or before the last date of withdrawal (i.e. Wednesday, 24 November, 2010) on or before 4.00 pm Indian Standard Time. I/We note that SKIL and/ or SKIL Knowledge/ Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss in transit of the Shares held in physical form and also for the non receipt of Shares held in the dematerialized form in the DP account due to inaccurate/incomplete particulars/instructions. I/We also note and understand that SKIL and/ or SKIL Knowledge will return original Share certicate(s), transfer deed(s) and Shares only on completion of verication of the documents, signatures and beneciary position data as available from the depository from time to time, respectively. SHARES IN PHYSICAL FORM The particulars of withdrawal of original Shares certicates and duly signed transfer deed(s) are detailed below: Sr. No. Ledger Folio No. TENDERED 1. 2. 3. Total No. of Certicates WITHDRAWN 1. 2. 3. Total No. of Certicates Please attach an additional sheet of paper if the above space is insufcient. Total No. of Shares Total No. of Shares Certicate No. Distinctive Nos. From To No. of Shares
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Sr. No. ____________________ Received by Mr./Mrs./M/s ____________________________________________________________________________________________________________ Address __________________________________________________________________________________________________________________________ Physical Shares: Folio No.__________________/ Demat Shares: Client ID:__________________________ DP ID______________________; Physical Shares: No. of Shares tendered _______________________; No. of Shares Withdrawn _____________________________ Demat Shares: No. of Shares tendered ________________________; No. of Shares Withdrawn _____________________________ (Please whichever is applicable)
Stamp of Collection Centre
Signature of Ofcial
Date of Receipt
SHARES IN DEMATERIALIZED FORM I/We hold the following Shares in dematerialized form and have tendered the Shares in the Offer and have done an off-market transaction for crediting the Shares to the KCPL ESCROW A/C EEL OPEN OFFER, whose particulars are: DP ID Number: 12032300; DP Name: Edelweiss Securities Limited; Client ID: 00324291; Depository: Central Depositary Services (India) Limited Please nd enclosed a photocopy of the depository delivery Instruction(s) duly acknowledged by DP. The particulars of the account from which my/our Shares have been tendered are as detailed below: DP Name DP ID Client ID Name of Beneciary No. of Shares tendered No. of Shares withdrawn
I/We note that the Shares will be credited back only to that depository account, from which the Shares have been tendered and necessary standing instructions have been issued in this regard. I/We conrm that the particulars given above are true and correct. In case of dematerialized Shares, I/we conrm that the signatures of the beneciary holders have been veried by the DP as per the records maintained at their end and the same have also been duly attested by them under their seal. Yours faithfully, Signed and delivered Full Name(s) Signature(s) Veried and Attested by us. Please afx the stamp of DP (in case of demat Shares)/ Bank (in case of physical Shares)
First/Sole Shareholder Second Shareholder Third Shareholder Fourth Shareholder Note: In case of joint holders all must sign. In case of body corporate, stamp of the company should be afxed and necessary board resolution should be attached. Place : Date :
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Note: All future correspondence, if any, should be addressed to Registrar to the Offer: Karvy Computershare Private Limited, (Unit : Everonn Education Limited Open Offer) Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Tel: +91-040-44655000 / 23420815-23; Fax: +91-040-23431551 Email: murali@karvy.com; Contact Person: Mr.Murli Krishna, quoting your Reference Folio No./DPID/Client ID.
INSTRUCTIONS
1. Shareholders are advised to ensure that the Form of Withdrawal should reach the address of the Registrar to the Offer mentioned in the Form of Acceptance cum Acknowledgment as per the mode of delivery indicated therein on or before the last date of withdrawal i.e. Wednesday, 24 November, 2010. The withdrawal option can be exercised by submitting the Form of Withdrawal, duly signed and completed, along with the copy of acknowledgement slip issued at the time of submission of the Form of Acceptance cum Acknowledgement. In case where the signature is subscribed by thumb impression, the same shall be veried and attested by a Magistrate, Notary Public or Special Executive Magistrate or a similar authority holding a Public Ofce and authorized to use the seal of his ofce. In case of bodies corporate, certied copies of appropriate authorization (including Board/shareholder resolutions, as applicable) authorizing the sale of Shares along with specimen signatures duly attested by a bank must be annexed. The common seal should also be afxed. All the Shareholders should provide all relevant documents which are necessary to ensure transferability of the Shares in respect of which the withdrawal is being sent. Such documents may include (but not be limited to): a. b. 6. Duly attested death certicate and succession certicate (in case of single Shareholder) in case the original Shareholder has expired. Duly attested power of attorney if any person apart from the Shareholder has signed withdrawal form or transfer deed(s).
2. 3. 4. 5.
Shareholders should enclose the following: i. For Shares held in dematerialized form: Benecial owners should enclose: ii. Duly signed and completed Form of Withdrawal. The signature(s) should be attested by the DP. Acknowledged slip in original/copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by registered post. Photocopy of the delivery instruction in Off-market mode or counterfoil of the delivery instruction in Off-market mode, duly acknowledged by the DP.
For Shares held in physical form: Registered Shareholders should enclose: Duly signed and completed Form of Withdrawal. Acknowledged slip in original/copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by registered post. In case of partial withdrawal, valid Share transfer form(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 the Target Company and duly witnessed at the appropriate place.
Unregistered owners of Shares should enclose: 7. 8. 9. Duly signed and completed Form of Withdrawal. Acknowledged slip in original/copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by registered post.
The withdrawal of Shares will be available only for the Share certicates/the Shares that have been received by the Registrar to the Offer/ special depository account. The intimation of Shares which are returned to the Shareholders pursuant to the withdrawal will be at the address as per the records of the Target Company/ depository as the case may be. The Form of Withdrawal should be sent only to the Registrar to the Offer.
10. In case of partial withdrawal of Shares tendered in physical form, if the original Share certicates are required to be split, the same will be returned on receipt of Share certicates from the Target Company. The facility of partial withdrawal is available only to registered Shareholders. 11. Shareholders holding Shares in dematerialized form are requested to issue the necessary standing instruction for receipt of the credit in their DP account. 12. Applicants should send the Form of Withdrawal along with their documents by hand delivery to the Registrar to the Offer, Karvy Computershare Private Limited, Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Tel: +91-040-44655000 / 23420815-23; Fax: +91-040-23431551; so as to reach the Registrar to the Offer on or before 4.00 pm on Wednesday, 24 November, 2010. Applicants who are unable to hand deliver the Form of Withdrawal along with their documents as above may send the same by registered post at their sole risk to the Registrar to the Offer as above, so as to reach the Registrar to the Offer on or before 4.00 pm on Wednesday, 24 November, 2010.
BOOK POST / U. C. P.
If undelivered, please return to: Karvy Computershare Private Limited, (Unit : Everonn Education Limited Open Offer) Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Tel: +91-040-44655000 / 23420815-23; Fax: +91-040-23431551.

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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

SKIL Infrastructure Limited (the Acquirer)

SKIL Knowledge Cities Private Limited

(referred to as the person acting in concert (PAC))

Everonn Education Limited (Target Company)

MANAGER TO THE OFFER

REGISTRAR TO THE OFFER

Edelweiss Capital Limited

OFFER OPENING DATE: Monday, November 08, 2010 Activity

OFFER CLOSING DATE: Saturday, November 27, 2010

OMR PAC Personseligibleto participateinOffer

2.2.5 2.2.6 2.2.7

Audited Yearended March31, 2007

AuditedYear ended March31, 2008

AuditedYear ended March31,2009

150.11 1007.50 609.53 1767.14 868.63 898.51

534.04 2166.61 308.08 3008.73 770.63 2238.10

61.34 473.00 (9.35) 524.99 211.73 313.26

NIL 898.51 128.08 293.64 476.79 120.00 356.79

NIL 2238.10 117.64 1370.43 750.03 102.00 648.03

NIL 313.26 136.24 22.00 155.02 25.00 130.02

Audited Yearended March31, 2007 25238.81 NIL 22532.27 47771.08 6022.49

AuditedYear ended March31, 2008 25238.81 NIL 22632.46 47871.27 5307.36

AuditedYear ended March31,2009

Sourcesoffunds Paidupsharecapital PreferenceShareCapital ReservesandSurplus Networth(Note1) Securedloans

25491.20 20000.00 24046.60 69537.80 11416.85

Unsecuredloans Deferredtaxliability Total

Usesoffunds Netfixedassets Investments Netcurrentassets Total

NIL 0.05 0.19 19.43

*EarningPerShare=ProfitAfterTax/No.OfEquityshares. **ReturnonNetworth=ProfitAfterTax/NetworthX100 ***BookValuePerShare=(NetWorthPreferenceShareCapital)/No.OfEquityShare

Mr.P Director Krishnamurthy January22, 2005

Director March05, 2009

CommodoreV Director GHonnavar October08, 1990

Director January22, 2005

Mr.KRoyPaul Director January01, 2010 Mr.Santosh Senapati Nominee Director April21,2008

Income/Sales Profit/(Loss)aftertax Equitysharecapital Reserveandsurplus(excludingrevaluation reserve)(1) Earningspershare(Rs.) Netassetvalueorbookvaluepershare(Rs.)(2)

March 31,2007 5.00 4.42 18.24

March 31,2008 7374.18 4.42 10.01

March 31,2009 8316.06 1417.23 11.70

(Rs.inlacs,unlessotherwisestated) March March 31,2008 31,2009

FinancialPerformance TheauditedfinancialresultsofSKILKarnatakaSEZLimitedforthelasttwoyearsare summarizedbelow:

Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding (1) revaluationreserves) Earningspershare(Rs.)(2) Netassetvalueorbookvalueper share(Rs.)(2)

Fortheperiodended31March 2008 2009 NA NA NA NA 5.00 5.00 NA NA NA 8.75 NA 8.75

2007 NA NA 1.00 NA NA 7.70

FortheperiodendedMarch31, 2009 2008 NA NA NA NA 1.00 1.00 NA NA 6.60 NA NA 5.30

Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding revaluationreserves)(1) Earningspershare(Rs.)(2) Netassetvalueorbookvalueper share(Rs.)

FortheperiodendedMarch31, 2009 2008 NA NA NA NA 1.00 1.00 NA NA 8.75 NA NA 8.75

(1)Netofmiscellaneousexpenditurenotwrittenoff. (2)FacevalueofeachequityshareisSGD1 *IncludesSGD163320shareapplicationmoney

(1SGD=Rs.34.32ason31March2009,Source:oanda.com) 12. KaranjaTerminalandLogisticsPrivateLimited(KTLPL)

Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding (1) revaluationreserves) Earningspershare(Rs.)(2) Netassetvalueorbookvalueper share(Rs.)(2)

Income/Sales Profit(Loss)afterTax Equitysharecapital Reservesandsurplus(excluding revaluationreserves)(1) Earningspershare(Rs.)(2) Netassetvalueorbookvalue pershare(Rs.)(2) *Conversionrate1OMR=Rs.125

3.2.4 3.2.5 3.2.6

NA Public/Others SKILInfrastructureLimited Mr.NileshMehta TotalII Total(I+II)

5,000 27,500 32,500 60,000

8.33% 45.83% 54.16% 100%

*EarningPerShare=ProfitAfterTax/No.Ofequityshares. **ReturnonNetworth=ProfitAfterTax/NetworthX100 ***BookValuePerShare=(NetWorthPreferenceShareCapital)/No.Ofequityshare

Additional Director 12July2010

ACS AICWA BCOM

Fullypaidupequity capital Partlypaidupshare capital Total

15,120,400 NIL 15,120,400

25 years of 00190586 experience as an entrepreneur

22 years of 00190693 experience in managing IT Education Business

M.Sc. Chemistry 20.02.2002

EarningPerShare=ProfitAfterTax/No.OfEquityshares. ReturnonNetworth=ProfitAfterTax/NetworthX100 BookValuePerShare=(NetWorthPreferenceShareCapital)/No.OfEquityShare

EarningPerShare=ProfitAfterTax/No.Ofequityshares. ReturnonNetworth=ProfitAfterTax/NetworthX100 BookValuePerShare=(NetWorthPreferenceShareCapital)/No.Ofequityshare