gtl limited1].-loof.pdf · letter of offer this document is important and requires your immediate...

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as equity shareholder(s) of GTL Limited in accordance with Securities and Exchange Board ofIndia (Buy-Back of Securities) Regulations, 1998, as amended. If you require any clarifications about the actions to be taken,you may consult your stockbroker or investment consultant or the Manager / Registrar to the Buyback. In case you have soldall your equity shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement to the member of the stock exchange through whom the sale was effected.

GTL LimitedRegistered Office: "Global Vision", Electronic Sadan-II, MIDC, TTC Industrial Area,

Mahape, Navi Mumbai - 400 710 Maharashtra, India.Contact Person: Mr. Vidyadhar Apte , Company Secretary,Tel. No. +91-22- 2761 2929 / 2768 4111 Extn. 2232-35

Fax No. +91-22-2768 0171Email id: [email protected]

MAKES CASH OFFER AT Rs. 300/- PER SHARE

TO BUY BACK

UPTO 86,29,333 FULLY PAID-UP EQUITY SHARES OF RS. 10/- EACH

l Buyback Shares constitute 8.49% of the total number of Shares issued of the Company as on the date of the publicannouncement.

l The total amount to be used for the Buyback is Rs. 2,58,87,99,900/- (Rupees Two Hundred Fifty Eight Crores Eighty SevenLacs Ninety Nine Thousand Nine Hundred Only), which amounts to 25% of the networth of the Company excludingcapital reserves as at March 31, 2007.

l The Buyback is through a tender offer and the Specified Date is September 7, 2007.

l The payment of consideration shall be made through demand drafts, warrants, or similar instruments payable at par at allthe centres where the Company is accepting applications.

l The Offer is pursuant to Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, as amended aswell as in accordance with the provisions of Sections 77A, 77AA, 77B and all other applicable provisions, if any, of theCompanies Act, 1956.

l A copy of the public announcement issued on August 10, 2007 and this Letter of Offer (including the Form of Acceptance-cum-Acknowledgement) is also available on SEBI's website-www.sebi.gov.in.

l Form of Acceptance-cum-Acknowledgement is enclosed together with this document.

l Shareholders are advised to refer to Section XVIII on Statutory Approvals and Section XXIII on Taxation before tenderingtheir Shares in the Buyback.

MANAGER TO THE BUYBACK

Ind Global Corporate Finance Pvt. Ltd.(A Subsidiary of Ernst & Young Pvt Ltd.)Jolly Maker Chambers II, 15th Floor,Nariman Point, Mumbai - 400 021.Contact Person: Mr. Gigy MathewTel: +91-22-6749 8000Fax: +91-22-6749 8200Email : [email protected]

REGISTRAR TO THE BUYBACK

Intime Spectrum Registry LimitedC-13, Pannalal Silk Mills Compound, LBS Marg,Bhandup (W), Mumbai - 400 078.Contact Person: Ms. Awani ThakkarTel: +91-22-2596 0320Fax: +91-22-2596 0328-329Email : [email protected]

India Capital Markets Private Limited11/13, Botawala Building, Office 4-5, First Floor, Horniman Circle,Fort, Mumbai - 400 001Contact Person: Mr. Sanjeev ShahPhone: +91-22-6777 6777 • Fax : +91-22-6777 6888Email : [email protected]

Fortress Capital Management Services Private Limited2nd Floor, Daryanagar House, 69, Maharshi Karve Road,Marine Lines, Mumbai - 400 002Contact Person: Mr. Hitesh DoshiPhone: +91-22-2200 7973 • Fax : +91-22-2203 1609Email : [email protected]

CO-MANAGERS TO THE BUYBACK

BUYBACK OPENS ON MONDAY, OCTOBER 29, 2007

BUYBACK CLOSES ON MONDAY, NOVEMBER 19, 2007

LAST DATE OF RECEIPT OF

COMPLETED ACCEPTANCE FORM MONDAY, NOVEMBER 19, 2007

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INDEX

Section Particulars Page No.

I. SCHEDULE OF ACTIVITIES ..................................................................................... 2

II. KEY DEFINITIONS .................................................................................................. 2

III. DISCLAIMER CLAUSE ............................................................................................ 3

IV. DETAILS OF THE SPECIAL RESOLUTION APPROVING THE BUYBACK ...................... 4

V. DETAILS OF PUBLIC ANNOUNCEMENT .................................................................. 8

VI. DETAILS OF THE BUYBACK ................................................................................... 8

VII. AUTHORITY FOR THE BUYBACK ........................................................................... 10

VIII. NECESSITY AND BASIS FOR BUYBACK .................................................................. 10

IX. MANAGEMENT DISCUSSION AND ANALYSIS ON LIKELY IMPACT OF

THE BUYBACK ON THE COMPANY ....................................................................... 10

X. BASIS OF CALCULATING BUYBACK PRICE ............................................................ 12

XI. SOURCES OF FUNDS ............................................................................................. 12

XII. DETAILS OF ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN ........... 12

XIII. FIRM FINANCING ARRANGEMENTS ...................................................................... 12

XIV. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ........................................... 13

XV. BRIEF INFORMATION ABOUT THE COMPANY ........................................................ 14

XVI. FINANCIAL INFORMATION .................................................................................... 19

XVII. STOCK MARKET DATA .......................................................................................... 20

XVIII. STATUTORY APPROVALS ....................................................................................... 21

XIX. REGISTRAR TO THE BUYBACK .............................................................................. 22

XX. COLLECTION CENTRES.......................................................................................... 22

XXI. PROCESS AND METHODOLOGY FOR THE BUYBACK ............................................ 23

XXII. PROCEDURE FOR TENDERING SHARES AND SETTLEMENT .................................... 24

XXIII. NOTE ON TAXATION ............................................................................................. 28

XXIV. DECLARATION BY THE BOARD OF DIRECTORS ..................................................... 28

XXV. AUDITOR'S CERTIFICATE ....................................................................................... 29

XXVI. MATERIAL DOCUMENTS FOR INSPECTION ............................................................ 29

XXVII. COMPLIANCE OFFICER ......................................................................................... 30

XXVIII. REMEDIES AVAILABLE TO SHAREHOLDERS / BENEFICIAL OWNERS ....................... 30

XXIX. INVESTOR SERVICE CENTRE .................................................................................. 31

XXX. MANAGER AND CO-MANAGERS TO THE BUYBACK ............................................ 31

XXXI. DIRECTORS' RESPONSIBILITY STATEMENT ............................................................. 32

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I. SCHEDULE OF ACTIVITIES

Activity Date, Day

Date of Board Meeting approving Buyback April 25, 2007, Wednesday

Date of Shareholders Approval through Postal Ballot July 5, 2007, Thursday

Public Announcement of Buyback August 10, 2007, Friday

Specified Date September 7, 2007, Friday

Buyback Opens on October 29, 2007, Monday

Buyback Closes on November 19, 2007, Monday

Last date of verification and intimation regarding

acceptance / non-acceptance December 3, 2007, Monday

Last date of dispatch of consideration / share certificates /

demat instruction December 10, 2007, Monday

Last date of extinguishment of shares December 10, 2007, Monday

II. KEY DEFINITIONS

Act The Companies Act, 1956, as amended

Articles Articles of Association of the Company

Board Board of Directors of the Company or Committee constituted for the purpose

of the Buyback

BSE Bombay Stock Exchange Limited

Buyback / Offer Offer to buyback upto 86,29,333 equity shares of Rs 10/- each of GTL Limited

at a price of Rs. 300/- per Share in accordance with the Regulations and

relevant provisions of the Act via the tender offer route

Buyback Price Price at which shares will be bought back from the shareholders i.e. Rs. 300/-

per Share

Buyback Shares Upto 86,29,333 fully paid-up equity shares of Rs.10/- each

Buyback Size Number of Shares proposed to be bought back multiplied by the Buyback

Price i.e. upto Rs. 2,58,87,99,900/-

CDSL Central Depository Services (India) Limited

Co-Managers to the India Capital Markets Private Limited and Fortress Capital Management

Buyback / Offer Services Private Limited

Committee/ Buyback Committee of the Board constituted for the purpose of the Buyback

Committee

Company / GTL GTL Limited

DP Depository Participant

ESOPs Employees Stock Option Plans

3

FCCBs Foreign Currency Convertible Bonds

FIIs Foreign Institutional Investors

Form Form of Acceptance-cum-Acknowledgement

IT Act Income-tax Act, 1961, as amended

LOF Letter of Offer

Manager to the Ind Global Corporate Finance Pvt. Ltd.

Buyback / Offer

NRIs Non Resident Indians

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Ltd.

OCBs Overseas Corporate Bodies

PA / Public Public announcement regarding the Buyback issued on August 10, 2007 in

Announcement all editions of the Economic Times, Maharashtra Times and Navbharat Times

Promoters Promoters and the persons who are in control of the Company

RBI Reserve Bank of India

Registrar to the Intime Spectrum Registry Limited

Buyback / Offer

Regulations The Securities and Exchange Board of India (Buy back of Securities)

Regulations, 1998, as amended.

SEBI The Securities and Exchange Board of India

Shares Fully paid-up equity shares of face value of Rs.10/- each of the Company

Specified Date Date for determining the names of the shareholders of the Company to

whom the Letter of Offer will be sent, as set out in the schedule of activities,

viz. September 7, 2007.

III. DISCLAIMER CLAUSE

As required, a copy of this Letter of Offer has been submitted to SEBI.

It is to be distinctly understood that submission of the Letter of Offer to SEBI should not, in any way be

deemed / construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility

either for the financial soundness of the Company to meet the buyback commitments or for the correctness

of the statements made or opinions expressed in the Letter of Offer. The Manager to the Buyback, Ind

Global Corporate Finance Pvt. Ltd. certifies that the disclosures made in the Letter of Offer are generally

adequate and are in conformity with the provisions of the Act and the Regulations. This requirement is to

facilitate investors to take an informed decision for tendering their shares in the Buyback.

It should also be clearly understood that while the Company is primarily responsible for the correctness,

adequacy and disclosure of all relevant information in the Letter of Offer, the Manager to the Buyback is

expected to exercise due diligence to ensure that the Company discharges its duty adequately in this

behalf and towards this purpose, the Manager to the Buyback, Ind Global Corporate Finance Pvt. Ltd., has

furnished to SEBI a Due Diligence Certificate dated August 22, 2007 in accordance with the Regulations,

which reads as follows:

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"We have examined various documents and material papers relevant to the Buyback, as part of the due-

diligence carried out by us in connection with the finalisation of the Public Announcement and Letter of

Offer. On the basis of such examination and the discussions with the Company, we hereby state that:

l The Public Announcement and Letter of Offer are in conformity with the documents, materials and

papers relevant to the Buyback;

l All legal requirements connected with the said offer including SEBI (Buyback of Securities) Regulations,

1998, have been duly complied with.

l The disclosures in the Public Announcement and Letter of Offer are, to the best of our knowledge,

true, fair and adequate in all material respects for the shareholders of the Company to make a well-

informed decision in respect of the Buyback.

l Funds used for Buyback shall be as per the provisions of the Companies Act, 1956."

The filing of Letter of Offer with SEBI does not however, absolve the Company from any liabilities under

the provisions of the Act or from the requirement of obtaining such statutory or other clearances as may

be required for the purpose of the proposed Buyback.

The Board of Directors of the Company declares and confirms that no information / material likely to have

a bearing on the decision of investors has been suppressed / withheld and/or incorporated in the manner

that would amount to mis-statement / misrepresentation and in the event of it transpiring at any point of

time that any information / material has been suppressed / withheld and / or amounts to a mis-statement/

misrepresentation, the Board and the Company shall be liable for penalty in terms of the provisions of the

Act and the Regulations.

The Board also declares and confirms that funds borrowed from Banks and Financial institutions will not

be used for the Buyback.

IV. DETAILS OF THE SPECIAL RESOLUTION APPROVING THE BUYBACK

The Buyback through a tender offer has been duly authorised by a special resolution passed by the

shareholders of the Company by postal ballot, the results of which were announced on July 5, 2007. The

details of the resolution passed are given below:

"RESOLVED that pursuant to the resolution passed by the Board of Directors of the Company on April

25, 2007 and pursuant to the provisions of Article 12(c) of the Articles of Association of the Company and

in accordance with the provisions of Sections 77A, 77B and all other applicable provisions, if any, of the

Companies Act, 1956 ("the Act") and the provisions of Securities and Exchange Board of India (Buy-back

of Securities) Regulations, 1998 ("the Buy-back Regulations") for the time being in force and the provisions

of the Listing Agreement that has been executed by the Company and the Stock Exchanges on which the

shares of the Company are listed, including any statutory modification(s) or re-enactment thereto and also

subject to the approvals, permissions and sanctions, of Securities and Exchange Board of India (SEBI) and/

or other authorities, institutions or bodies ("the appropriate authorities") as may be necessary and subject

to such conditions and modifications as may be prescribed or imposed by them while granting such

approvals, permissions and sanctions and as may be acceptable to the Board of Directors of the Company

(hereinafter referred to as "the Board" which term shall be deemed to include any committee which the

Board may constitute to exercise its powers, including the powers conferred by this resolution), the consent

of the Company be and is hereby accorded to the Board to buy-back from the shareholders of the Company,

the fully paid-up equity shares of the Company of the face value of Rs.10/- each up to a limit of 25% of

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

equity capital in this financial year at a price of Rs. 300/- per equity share.

RESOLVED FURTHER that the Board be and is hereby authorised to implement the buy-back of the fully

paid-up equity shares of the Company within a period of 12 months from the date hereof (or such

extended period as may be permitted under the Act or the Buy-back Regulations) from the existing

shareholders on a proportionate basis through a tender offer.

5

RESOLVED FURTHER that the Board be and is hereby authorised to invest a sum not exceeding 25% of

the total paid-up capital and free reserves of the Company as at March 31, 2007 not exceeding 25% of

the total paid-up equity capital in this financial year towards the said buy-back of the fully paid-up equity

shares of the Company and that the funds required for the said buy-back be drawn out of the share

premium account and other free reserves of the Company as provided under the Act.

RESOLVED FURTHER that within the limits of 25% of the total paid-up capital and free reserves and

25% of the total paid-up equity capital in this financial year, the price of Rs. 300/- per equity share

stipulated as aforesaid, the Board be and is hereby authorised to determine the amount to be utilised

towards the buy-back including the number of equity shares to be bought back and the time frame

therefor.

RESOLVED FURTHER that nothing contained hereinabove shall confer any right on the part of any

shareholder to offer and / or any obligation on the part of the Company or the Board to buy-back any

shares, and / or impair any power of the Company or the Board to terminate any process in relation to

buy-back, if so permissible by law.

RESOLVED FURTHER that the Board be and is hereby authorised to do all such acts, deeds, matters and

things as may, in its absolute discretion, deem necessary, expedient, usual or proper with regard to the

implementation of the buy-back including-

a) the appointment of Merchant Banker(s), Solicitors, Registrars, Advertisement Agencies, Investor Service

Centre and other Advisors, Consultants or Representatives;

b) the making of all applications to the appropriate authorities for their requisite approvals;

c) the initiating of all necessary actions for preparation, finalisation and issue of Public Announcement,

Letter of Offer or any such offer document that is proposed to be issued to the shareholders of the

Company in connection with the buy back of the fully paid-up equity shares;

d) the filing of Public Announcement, the letter of offer and / or any other document with SEBI / Stock

Exchange(s) / the concerned Registrar of Companies and also the certificates for Declaration of Solvency

and for extinguishments and physical destruction of share certificates in respect of the shares bought

back and all other documents required to be filed in the above connection; and

e) the settling of all such questions or difficulties or doubts whatsoever which may arise in connection

with the buy-back so as to take all such steps and decisions in this regard."

Contents of Explanatory Statement

'The Company had during the previous Financial Year entered into the Scheme of Arrangement and

Reconstruction between the Company, GTL Infrastructure Limited (GIL), GTL Technology Investments Limited

(GTIL) and their respective shareholders. Through the said Scheme, which was approved by various

authorities including shareholders and the High Court of Judicature at Bombay, the Company de-merged

its Infrastructure Unit into GIL and merged GTIL into itself. Also some of the assets which exhausted its

economic life were adjusted against Share Premium account, General Reserve / Capital Redemption Reserve

through the said Scheme.

In view of the said restructuring and the Company's decision to focus its attention on Networking Services

and withdrawing from the Infrastructure segment, it was thought appropriate for a reduction in the share

capital of the Company, by way of buy-back of the fully paid-up equity shares of the Company. Though

the Company has ambitious growth plans for the future, there will be less emphasis on capital-intensive

business activities and therefore a prudent decision was taken to utilise part of its surplus funds to buy-

back its own equity shares.

Accordingly, the Board of Directors of the Company at its meeting held on April 25, 2007, has approved

the proposal to buy-back the fully paid up equity shares of Rs.10/- each (hereinafter referred to as "the

buy-back") in accordance with the provisions contained in Article 12(c) of the Articles of Association of

the Company and also subject to the provisions of Sections 77A, 77B and all other applicable provisions of

the Act, the provisions of the Listing Agreement that has been executed by the Company and the Stock

Exchanges on which the shares of the Company are listed and the Buy-back Regulations. The Company

would implement the Buy-back of its fully paid-up equity shares from the existing shareholders on a

proportionate basis through a tender offer.

6

There will be no negotiated deals on the Stock Exchanges, spot transactions or any private arrangements

in the implementation of the Buy-back. The Company proposes to buy back its fully paid-up equity shares

at a price of Rs. 300/- per equity share in terms of the consent of the shareholders. The said price has been

arrived at after considering various factors such as the book value, the market value of the shares on the

Stock Exchanges, business value of the Company, its investments value and the possible impact of buy-

back on the earnings per share. The proposed price while provides an option to shareholders to sell their

shares at a premium over the current market price, would also ensure that the growth of the Company is

not impaired and that the value of the shares after buy-back for the continuing shareholders is preserved.

The aggregate paid-up share capital and free reserves of the Company as at March 31, 2007 is Rs. 1,035.51

Crores and under the provisions of the Act, the funds deployed on buy-back shall be less than 25% of the

paid-up capital and free reserves of the Company and 25% of the total paid-up equity capital in this

financial year. Accordingly, the maximum amount that could be utilised in the present buy-back is Rs.

258.88 Crores. Further, under the Act, the number of equity shares bought back shall not exceed 25% of

the total paid-up share capital of the Company, i.e. 9,73,16,886 equity shares of Rs.10/- each aggregating

Rs. 97.32 Crores and accordingly the number of equity shares bought back shall not exceed 2,43,29,221

equity shares. However, considering the buy-back price of Rs.300/- per equity share and the maximum

available amount for utilization i.e. to say Rs. 258.88 Crores, the Company proposes to buy back 86,29,333

of its fully paid-up equity shares.

The funds required for the buy-back will be drawn out of the share premium account and other free

reserves of the Company. The Company's liquid position also permits the buy-back. As required under the

Act, the ratio of the debt owed by the Company would not be more than twice the share capital and free

reserves after the buy-back.

The aggregate shareholding of the Promoters and of the Directors of the Promoters, where the Promoter

is a company, and of the persons who are in control of the Company (collectively referred to hereinafter as

"the Promoters") as on the date hereof is 3,25,39,510 equity shares, constituting 33.44% of the issued

and paid-up share capital of the Company.

Save and except the acquisition / sale of equity shares of the Company as detailed hereinunder, no shares

were either purchased or sold by the Promoters during the period six months preceding the date of the

Board Meeting approving the buy-back and from that date to the date hereof.

Name (Promoter/ Date of No. of shares Price per share (Rs.)

Promoter Group) Purchase / (sale) purchased / (sold)

Maximum Minimum

Global Assets Holding

Corporation Pvt. Ltd. 21-Oct-2006 40,000 146.17 144.40

06-Mar-2007 1,18,303 132.20 130.00

07-Mar-2007 1,00,000 134.00 129.80

08-Mar-2007 50,000 132.00 131.60

09-Mar-2007 41,689 130.50 130.25

12-Mar-2007 50,000 134.00 131.25

14-Mar-2007 1,00,000 130.60 128.70

Gajanan R. Tirodkar 09-Feb-2007 (8,000) 156.50 156.50

The Promoters do not intend to tender their shares to the Company for Buy-back.

7

As per the provisions of the Act, the Special Resolution passed by the shareholders approving the buy-

back will be valid for a maximum period of twelve months from the date of its passing. The Board will

determine the time frame for buy-back within this validity period.

As per provisions of the Act, the shares bought back by the Company will compulsorily be cancelled and

will not be held for reissuing at a later date.

In terms of the provisions of Section 77A (8) of the Act, the Company will not be allowed to issue fresh

equity shares or other specified securities within a period of 6 months after the completion of buy-back

except by way of bonus shares or shares issued in discharge of subsisting obligations such as conversion of

warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into

equity shares.

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

debentures or preference shares or repayment of term loans to any financial institutions or banks.

The Board confirms that it has made the necessary and full inquiry into the affairs and prospects of the

Company and has formed the opinion that:

(a) immediately following the date on which the General Meeting is convened, there will be no grounds

on which the Company could be found unable to pay its debts;

(b) as regards its prospects for the year immediately following the date of the General Meeting, having

regard to their intentions with respect to the management of the Company's business during that

year and to the amount and character of the financial resources which will in the view of the Board be

available to the Company during that year, the Company will be able to meet its liabilities as and

when they fall due and will not be rendered insolvent within a period of one year from the date of

announcement of the result of the proposed Postal Ballot for the said buy-back viz. July 5, 2007; and

(c) in forming its opinion for the above purposes, the Board has taken into account the liabilities, including

prospective and contingent liabilities, as if the Company were being wound up under the provisions

of the Companies Act, 1956.

The text of the report dated April 25, 2007 received from M/s. Godbole Bhave & Co., Chartered Accountants

and M/s. Yeolekar & Associates, Chartered Accountants, the Joint Statutory Auditors of the Company,

addressed to the Board of Directors of the Company, is reproduced below:

"In connection with the proposal of GTL Limited (the "Company") to buy-back its equity shares and in

pursuance of the provisions of Sections 77A and 77B of the Companies Act, 1956 and the SEBI (Buy-back

of Securities) Regulations, 1998, based on representations made by the Company and on the basis of the

information and explanations given to us, which to the best of our knowledge and belief were under the

circumstances considered necessary, we confirm as under:

(a) We have inquired into the state of affairs of the Company;

(b) The amount of Rs. 258.88. Crores being the maximum permissible capital payment towards buy-back

of equity shares (including premium) is 25% of the total paid-up capital and free reserves of the

Company, as at March 31, 2007, which has been properly determined in accordance with Section

77A(2)(c) of the Companies Act, 1956;

8

(c) The Board of Directors in their meeting held on April 25, 2007 have formed their opinion, as specified

in clause (x) of Schedule 1 to Securities and Exchange Board of India (Buy-back of Securities) Regulations,

1998, on reasonable grounds and that the Company will not, having regard to its state of affairs, be

rendered insolvent within a period of one year from the date of announcement of the result of the

proposed Postal Ballot for the said buy-back viz. July 5, 2007."

Section 77A of the Companies Act, 1956 provides for Buy Back of its own shares or other specified

securities up to 25% of the total paid up capital of the company in one financial year and the buy back is

or less than 25% of the paid up capital and free reserves of the company with the approval of the

shareholders through special resolution.'

V. DETAILS OF PUBLIC ANNOUNCEMENT

The Public Announcement regarding the Buyback was issued in all editions of the Economic Times (English),

Maharashtra Times (Regional Language, Marathi) and Navbharat Times (Hindi) on August 10, 2007.

VI. DETAILS OF THE BUYBACK

1. GTL Limited hereby announces the Buyback of maximum of 86,29,333 fully paid-up equity shares of

the face value of Rs 10/- each from the existing owners of Shares of the Company through a tender

offer on a proportionate basis, in accordance with the Act, and the Regulations, at a price of Rs.300/-

per Share payable in cash, for an aggregate amount not exceeding Rs. 2,58,87,99,900/- (Rupees Two

Hundred Fifty Eight Crores Eighty Seven Lacs Ninety Nine Thousand Nine Hundred only). The Buyback

Size represents 25% of the aggregate of the Company's paid-up equity capital and eligible free

reserves as on March 31, 2007, as certified by M/s Godbole Bhave & Co. Chartered Accountants

signed by Mr. Maheshwar Bhave-Partner, Membership Number 38812 and M/s Yeolekar & Associates,

Chartered Accountants signed by Mr. Sanjeev Yeolekar-Partner, Membership Number 36398, joint

Statutory Auditors of the Company, vide their letter dated April 25, 2007 in accordance with Schedule

I (xi) of the Regulations. The number of shares bought back would constitute 8.49% of the paid-up

equity capital of the Company, as on the date of the PA.

2. This Buyback is made pursuant to the Regulations, as well as in accordance with provisions of Sections

77A, 77AA, 77B and all other applicable provisions, if any, of the Act.

3. The Buyback is through a tender offer on a proportionate basis and the Specified Date is September

7, 2007.

4. The Buyback is made to all shareholders of the Company, both registered and unregistered. The

procedure for the buyback is described in Section XXII.

5. The shares proposed to be bought back will be bought back with all their benefits and must be free

from all liens, charges and encumbrances.

6. The aggregate shareholding of the Promoters as on the date of the PA is 3,25,19,510 equity shares,

constituting 32% of the issued and paid-up share capital of the Company (The promoter shareholding

as on the date of Board Meeting approving Buy-back and the date of PA has changed due to conversion

of FCCBs / ESOPs and sale of shares).

9

7. The aggregate number of shares purchased or sold by the Promoters during the period of 12 months

preceding the date of the PA and from the date of the PA to the date of this LOF is as under:

Promoter / Promoter Date of No. of shares Price per share (Rs.)

Group Purchase / (sale) purchased / (sold)

Maximum Minimum

Global Assets Holding

Corporation Pvt. Ltd. 21-Oct-2006 40,000 146.17 144.40

06-Mar-2007 1,18,303 132.20 130.00

07-Mar-2007 1,00,000 134.00 129.80

08-Mar-2007 50,000 132.00 131.60

09-Mar-2007 41,689 130.50 130.25

12-Mar-2007 50,000 134.00 131.25

14-Mar-2007 1,00,000 130.60 128.70

16-Aug-2007 3,512 230.00 230.00

Relatives of Promoters

Gajanan R. Tirodkar 14-Aug-2006 2,000 142.41 142.41

09-Feb-2007 (8,000) 156.50 156.50

12-Jul-2007 (20,000) 227.50 227.50

24-Aug-2007 5,000 214.00 214.00

01-Oct-2007 (5,000) 244.00 243.00

Snehlata G. Tirodkar 14-Aug-2006 2,000 142.41 142.41

01-Oct-2007 (5,000) 243.20 242.20

Pramod G. Tirodkar 14-Aug-2006 2,000 142.41 142.41

8. None of the Promoters intends to tender their shares in the Buyback.

9. The Company shall not Buyback its Shares from any persons through a negotiated deal whether on or

off the stock exchanges or through spot transactions or through any private arrangements in the

implementation of the Buyback.

10. The holding of the Promoters as on the date of PA is 32%. Post Buyback assuming that the response

to the Buyback is 100% of the Buyback Shares, the holding of the Promoters would be:

l 34.97%* of the total paid up equity share capital assuming no further conversion of FCCBs /

ESOPs

l 34.03%* of the total paid up equity share capital assuming full conversion of FCCBs / ESOPs

* The above percentages, as on the date of PA, may undergo corresponding changes if the Promoters

purchase / sell shares of the Company including under the provision of Securities and Exchange Board

of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent

amendments thereto ("SEBI (SAST) Regulations") and / or the FCCBs / ESOPs are partly converted.

11. The Buyback will not affect the present management structure of the Company. Post Buyback non-

promoter holding shall not fall below the minimum level required as per listing conditions / agreements.

10

VII. AUTHORITY FOR THE BUY BACK

Pursuant to Sections 77A, 77AA and 77B and other applicable provisions of the Act, the Regulations and

in terms of article 12 (c) of the Articles, the Buyback through a tender offer has been duly authorised by:

l A resolution passed by the Board of Directors of the Company at their meeting held on April 25,

2007, including constituting a Buyback Committee for this purpose.

l A special resolution passed by the shareholders of the Company by Postal Ballot, the results of which

were announced on July 5, 2007.

VIII. NECESSITY AND BASIS FOR BUYBACK

1. The Company has accumulated free reserves as well as favourable liquidity, which is reflected in its

financial accounts. The Buyback is proposed to bring efficiency in cash utilization and discipline in

balance sheet management.

2. The Buyback is expected to lead to a reduction in the number of shares outstanding, which is expected

to improve the Return on Equity of the Company thereby increasing shareholder value.

3. To return money to the shareholders in an investor friendly manner without sacrificing growth

opportunities of the Company.

4. To create positive impact on the Company's shares by:

a) Reducing weighted average cost of capital;

b) Improving Return on Equity (ROE);

c) Increasing Earnings Per Share (EPS) post buy back.

5. In view of the restructuring and the Company's decision to focus its attention on Networking Services

and withdrawing from the Infrastructure segment, it was thought appropriate for a reduction in the

share capital of the Company, by way of buy-back of the fully paid-up equity shares of the Company.

Though the Company has ambitious growth plans for the future, there will be less emphasis on

capital-intensive business activities and therefore a prudent decision was taken to utilise part of its

surplus funds to buy-back its own equity shares.

IX. MANAGEMENT DISCUSSION AND ANALYSIS ON LIKELY IMPACT OF THE BUY

BACK ON THE COMPANY

1. The Buyback is not likely to cause any material impact on the profitability of the Company, except the

loss of other income, if any, on the amount of cash to be utilized for the Buyback.

2. The Buyback is not expected to materially impact growth opportunities for the Company.

3. The Buyback is expected to contribute to the overall enhancement of shareholder value and result in

an increase in the Return on Equity of the Company.

4. The Promoters do not intend to offer shares held by them in the Company under the Buyback. The

holding of the Promoters as on the date of PA is 32%. Post Buyback assuming that the response to

the Buyback is 100% of the Buyback Shares, the holding of the Promoters would be:


ESOPs



purchase / sell shares of the Company including under the provision of SEBI (SAST) Regulations and/

or the FCCBs / ESOPs are partly converted.

11

5. The Buyback will not result in a change in control or otherwise affect the existing management

structure of the Company.

6. Consequent to the Buyback and based on the number of shares bought back within each category of

shareholders, the shareholding pattern of the Company would undergo a consequential change.

7. The percentage holdings of the NRIs, Foreign Corporate Bodies, OCBs, Foreign Banks, Financial

Institutions, Banks, FIIs, Mutual Funds, Corporate Bodies (Domestic) and Indian Public shareholders

would undergo a change consequent to buy-back depending on the number of Shares finally accepted

for buyback. As on the date of PA, the total non-promoter shareholding constitutes 68% of the paid-

up equity share capital. Post Buyback, assuming that the response to the Buyback is 100% of the

Buyback Shares, the shareholding of the non-promoters would be:


ESOPs


* The above percentages may undergo corresponding changes if the Promoters purchase / sell shares

of the Company including under the provision of SEBI (SAST) Regulations and / or the FCCBs /ESOPs

are partly converted.

8. Post Buyback, the debt-equity ratio of the Company is expected to be within the limit of 2:1 as

prescribed under the Act.

9. Salient financial parameters consequent to the Buyback based on the audited financial results of last

financial year (9 months period ending March 31, 2007) are as under:

Parameter (based on audited results for Pre Buyback Post Buyback

the 9 months period ending on March 31, 2007)

Net Worth (Rs. Lacs) (a) 1,03,551.05 77,663.05

Average Return on Networth / Return on Equity (%) (b) 4.14% 4.78%

Earnings per Share (Rs.) (c) 4.29 4.73

Book Value per Share / NAV per Share (Rs.) (d) 106.41 87.57

P/E based on PAT (e) 31.47 28.54

Debt-Equity Ratio (f) 0.79 1.06

Note: The Company does not have any balance in the miscellaneous expenditure account and there

are no revaluation reserves as on March 31, 2007.

a. Net worth consists of Share capital and Reserves and Surplus. Post buyback amount of net worth

is computed assuming full acceptance of the buyback.

b. Computed as PAT divided by the average of the opening and closing net worth for the nine

months ended on 31st March, 2007. For computing post buyback net worth, the closing net

worth has been adjusted for buyback size.

c. Earning per share has been computed by dividing PAT by the number of equity shares outstanding.

Earning per share has been computed after adjusting PAT on weighted average shares for nine

months ended on 31st March 2007 and the post buyback EPS has been computed after adjusting

PAT as in (b) above on reworked weighted average share capital, post buyback.

d. Book value per share/ NAV per share has been computed as net worth as computed in (a) divided

by number of shares pre and post buyback.

12

e. P/E is computed by dividing market price per share by earnings per share. For pre buyback P/E,

price considered is as on 31st March, 2007. The post buyback P/E is considered to be on the same

date. The actual P/E, post buyback would depend on the prevailing market price of the Company's

share.

f. Debt-Equity Ratio is computed as debt as per audited accounts of the Company as divided by net

worth as computed in (a) above.

X. BASIS OF CALCULATING BUYBACK PRICE

1. The Buyback Price has been arrived at after considering various factors such as Book Value of Shares,

average market value of Shares on the NSE and BSE, Net Worth of the Company as well as future

growth and outlook of the industry and possible impact of the Buyback on the Earnings Per Share of

the Company.

2. The Buyback Price of Rs. 300/- per share offers 67.60% premium over the closing price of Rs.179 (on

BSE) of the Company's equity shares as at April 24, 2007, the day before convening the Board Meeting

to consider the proposal of the Buyback, notice of which was given to NSE and BSE.

XI. SOURCES OF FUNDS

1. Assuming full acceptance of 100% of the Buyback Shares, the maximum funds that would be deployed

by the Company for the purposes of the Buyback would be Rs. 2,58,87,99,900/- (Rupees Two Hundred

Fifty Eight Crores Eighty Seven Lacs Ninety Nine Thousand Nine Hundred only).

2. The funds for Buyback will be available from one or more of share premium account, other free

reserves, and / or by liquidation of cash and bank balances and / or other liquid investments held by

the Company. The Company does not intend to raise additional debt for the explicit purpose of the

Buyback. The cost of financing the Buyback would therefore be reduction in other income, if any,

which the Company could have otherwise earned on the funds deployed in the liquid assets.

XII. DETAILS OF ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN

The Company has opened an Escrow Account Number 222-0-535824-8 with Standard Chartered Bank,

Fort Branch, 90 M. G. Road, Mumbai 400 001 on October 15, 2007 and deposited an amount of

Rs. 41 Crores in Cash, in accordance with Regulation 10 of the Regulations.

The Manager to the offer has been empowered to operate the said Escrow Account and realise the value

in terms of the Regulations.

XIII. FIRM FINANCING ARRANGEMENTS

The Company has adequate and firm financial resources to fulfill the obligations under the Buyback and

has obtained requisite certificate from M/s. Godbole Bhave & Co., Chartered Accountants, 6, Bakul,

Dadar Makarand CHS Ltd., Senapati Bapat Marg, Dadar, Mumbai 400 028, Tel. No. 6512 6777, Fax.

No.2547 2699, Partner - M. V. Bhave (Membership number 38812) and M/s. Yeolekar & Associates,

Chartered Accountants 3, Laxmi Nivas, Subhash B. Road, Vile Parle (East), Mumbai 400 057, Tel. No. 2682

5780, Fax. No. 2683 8546, Partner - S. S. Yeolekar (Membership number 36398), the joint statutory

auditors to the Company, vide their certificate dated July 25, 2007. Based on the aforementioned certificate

and the information provided by the Company, the Manager to the Buyback confirms that firm arrangements

for fulfilling the obligations under the Buyback are in place.

13

XIV. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

1. The capital structure as on date of Public Announcement is as follows:

(Rs. Lacs)

Particulars Pre Buyback

Authorized Share Capital

12,00,00,000 Equity Shares of Rs. 10/- each 12,000

25,00,000 Preference Shares of Rs. 100/- each 2,500

Total 14,500

Issued, Subscribed and Paid-Up Share Capital

10,16,34,763 fully paid-up Equity Shares of Rs. 10/- each 10,163

2. Assuming full acceptance of 100% of the Buyback Shares, the capital structure post buyback would

be as follows:

(Rs. Lacs)

Post Buyback

Particulars Assuming full Assuming no

conversion of conversion of

FCCBs / ESOPs FCCBs / ESOPs

Authorized Share Capital

12,00,00,000 Equity Shares of Rs. 10/- each 12,000 12,000

25,00,000 Preference Shares of Rs. 100/- each 2,500 2,500

Total 14,500 14,500

Issued, Subscribed and Paid-Up Share Capital

Fully paid-up Equity Shares of Rs. 10/- each 9,556 9,301

No. of fully paid-up Equity Shares 9,55,63,857 9,30,05,430

The above capital structure may change in case of part conversion of FCCBs and/or ESOPs from the

date of the Public Announcement till opening of the Buyback.

3. There are no partly paid-up or locked-in or non-transferable Shares.

4. No issuance of equity shares, conversion of ESOPs / conversion of FCCBs into equity shares shall be

made during the period from the Opening Date to the Closing Date of the Buy-back Offer. As such,

requests for conversion of FCCBs into equity shares received upto October 22, 2007 shall be considered

for conversion into equity shares and these shareholders would be eligible to participate in the Buy-

back Offer upon conversion.

5. Details of outstanding convertible instruments as on the date of Public Announcement are as under:

Convertible Instrument Type Number of Shares

FCCBs worth Swiss Francs 37.40 lacs 14,98,914

ESOPs (convertible into equal number of Equity Shares) 36,17,375*

*For the purpose of arriving at diluted capital post ESOPs conversions, warrants vesting till November

30, 2007 have been taken into consideration equivalent to 10,59,513 shares. The remaining warrants

will not be converted till November 30, 2007.

14

6. There have been no buyback programmes of the Company over the last 3 years from the date of LOF.

7. The shareholding pattern of the Company as on the date of the PA is as shown below:

Particulars Pre Buy-back Post Buy Back *

Assuming full conversion Assuming no conversion

of FCCBs / ESOPs ** of FCCBs / ESOPs

Number of % to share Number of % to share Number of % to share

Shares capital Shares capital Shares capital

Promoters - Directors,

their Relatives & Associates 3,25,19,510 32.00% 3,25,19,510 34.03% 3,25,19,510 34.97%

Other Directors,

their Relatives 2,79,288 0.27%

Bodies Corporate (Domestic) 89,67,468 8.82%

Banks 3,65,001 0.36%

Mutual Funds 13,54,264 1.33%

Financial Institutions 14,81,459 1.46% 6,30,44,347 65.97% 6,04,85,920 65.03%

Foreign Institutional

Investors [FII] 2,64,70,083 26.04%

Non-Resident Indians (NRIs) /

Foreign Corporate Bodies /

OCBs / Foreign Banks 1,51,82,228 14.94%

Resident Individuals 1,50,15,462 14.77%

Total 10,16,34,763 100.00% 9,55,63,857 100.00% 9,30,05,430 100.00%

* Assuming full acceptance of 100% of the Buyback Shares. Further, the above number of shares and

percentages may undergo corresponding changes if shareholders/the Promoters purchase / sell shares

of the Company including under the provisions of SEBI (SAST) Regulations.

** In the event of part conversions of some of the FCCBs / ESOPs, the number of shares and percentages

will also change accordingly.

XV. BRIEF INFORMATION ABOUT THE COMPANY

1. GTL was incorporated on December 23, 1987 as Global Tele-Systems Private Limited. It was converted

to a limited company on October 28, 1991. Name of the Company was changed to GTL Limited on

September 14, 2001.

2. The Registered and Corporate office addresses of GTL Limited:

Registered Office: Corporate Office:

"Global Vision", Electronic Sadan II, MIDC, 412, Janmabhoomi Chambers,

TTC Industrial Area, Mahape, 29, Walchand Hirachand Marg,

Navi Mumbai 400 710. Ballard Estate, Mumbai 400 038.

Tel :+91-22- 2761 2929/2768 6000 Tel: +91-22-2261 3010, 2271 5000

Fax: +91-22-2768 0171 Fax: +91-22-2261 9649

3. The paid up equity share capital of GTL for the year ended March 31, 2007 was Rs. 9,732 lacs and the

Reserves and Surplus excluding revaluation reserves for the year ended March 31, 2007 were Rs. 93,819

lacs.

15

4. As on the date of Public Announcement the issued, subscribed, called up and paid up equity share

capital of GTL is Rs.1,01,63,47,630/- comprising of 10,16,34,763 Equity Shares of Rs.10/- each. The

equity share capital of GTL does not consist of any partly paid up shares.

On account of conversion of FCCBs, the issued, subscribed, called up and paid up equity share capital

of GTL as on September 30, 2007 is Rs.1,01,63,83,830/- comprising of 10,16,38,383 Equity Shares

of Rs.10/- each.

5. The Shares of the Company are listed on BSE and NSE.

6. GTL is a Network Services company with operations in various locations in India and internationally

including USA, UK, Saudi Arabia, United Arab Emirates, Mauritius, Singapore, Sri Lanka etc. GTL's

current portfolio of services is aligned across its only line of business viz. Network Services.

7. GTL is one of the largest private sector players providing turnkey services for telecom infrastructure

rollouts. A large portion of the revenues comes from wireless passive infrastructure rollouts, which

constitute supply and construction of passive telecom infrastructure, shelters, power supply and backup

systems and end-to-end project management services. GTL's Network Services division is one of the

leading providers of network infrastructure services to the wireless operators and Original Equipment

Manufacturers (OEMs). GTL was involved in the setting up of wireless and BPO infrastructure for its

various clients in India and abroad.

8. GTL also has extensive experience in network optimization, Base Transceiver Station integration,

Microwave commissioning / installation, electrical wiring, cabling and earthing, logistics and vendor

management, site engineering and RF services.

9. In the last 3 years following merger / de-merger / spin-off concerning GTL have taken place:

l Merger of two wholly owned subsidiary companies viz. Fine Infotech Limited and Thermax Systems

and Software Limited, as per order of the High Court of Judicature at Bombay dated March 26,

2004 (Appointed Date: April 1, 2003 and Effective date: May 7, 2004);

l The Scheme of Arrangement and Reconstruction entered into between the Company, GTL

Infrastructure Limited (GIL), GTL Technology Investments Limited (GTIL) and its shareholders as

per order of the High Court of Judicature at Bombay dated April 28, 2006 (Appointed Date:

October 1, 2005 and Effective date: June 12, 2006) discussed herein under :

a) The erstwhile E-Business Infrastructure division of the Company was demerged into GIL.

Pursuant to the Scheme, shareholders of GTL received one share of GIL for every one share

held in GTL as on the record date.

b) Rationalization of fixed and current assets.

c) The Company's wholly owned subsidiary - GTIL was merged with GTL.

10. The Company sold its Enterprise Solutions and Managed Services businesses to EGN B.V. (France

Telecom) in July 2007. These two businesses formed part of IT Enabled Services division and hiving off

the said businesses is a part of the ongoing restructuring program through which the Company

wanted to focus solely on Network Services Segment. The divestment is not likely to impact the

revenue growth of the Company as the growth guidance is based on the Network Services in telecom

domain and does not take into account the hive-off of Enterprise Segment (IT Enabled Services).

16

11. Current capital structure of GTL (as on the date of the PA) has been built up since inception as given

below:

Sr. No Year of Issue / No. of Shares Cumulative Remarks

Allotment Shares

1 1987-91 12,00,000 12,00,000 Pvt. Placement (Promoters etc.)

2 Jun-1992 22,12,500 34,12,500 Initial Public Offer (IPO)

3 1994-95 46,01,220 80,13,720 Conversion of Fully Convertible Debentures

4 1995-96 1,16,01,220 1,96,14,940 Conversion of Fully Convertible Debentures /

Warrants (Promoters)

5 1997-98 2,08,084 1,98,23,024 FCCBs Conversions


7 1998-99 50,00,000 2,84,05,324 Private Placement, Foreign Investors

8 1999-00 1,50,07,876 4,34,13,200 FCCBs Conversions

9 2000-01 1,60,342 4,35,73,542 ESOPs Conversions

10 2000-01 1,50,000 4,37,23,542 Acquisition of businesses of Thermax Software &

Systems Limited / Fine Infotech Limited

11 2001-02 2,65,28,566 7,02,52,108 Amalgamation - Global Electronic Commerce

Services Limited



14 2002-03 47,053 7,07,92,760 ESOPs Conversions







21 2006-07 1,41,05,708 9,73,16,886 FCCBs Conversions

22 2007-08 74,578 9,73,91,464 ESOPs Conversions


a) In August 2004 GTL issued Foreign Currency Convertible Bonds (FCCBs) of Swiss Franc (CHF) 800

lacs. In terms of the Scheme of Arrangement and Reconstruction between the Company and GIL,

FCCBs liability of the Company was split and each FCCBs of CHF 10,000/- was split between the

Company and GIL at CHF 9029.13 and CHF 970.87 respectively. As on the date of the PA, FCCBs

worth CHF 37.40 lacs are outstanding and if these FCCBs are fully converted, the paid up equity

capital of GTL shall increase by 14,98,914 equity shares. As on date of the PA there are 36,17,375

outstanding ESOP which can be converted to equal number of equity shares of GTL. Till conversion

of these instruments into equity shares, the said Bonds / Warrants do not carry any voting rights.

b) FCCB holders have an option to convert FCCBs into equity shares anytime from November 22,

2004 to August 20, 2009.

17

c) In terms of the ESOPs schemes, employees have options to convert their warrants to equal number

of shares during the currency of respective ESOPs schemes.

d) There are no partly paid up shares in GTL.

12. Board of Directors of GTL and their respective dates of appointment on the Board are as follows:

Name, Qualification, Designation Date of Other Directorships

Occupation and Age Appointment

Mr. Manoj G. Tirodkar Chairman & 23-Dec-1987 1. International Global Telesystems Ltd.

SSC Managing Director 2. GTL Infrastructure Ltd.

Business 3. Global Asset Holding Corporation Pvt. Ltd.

43

Mr. Sadanand D. Patil Senior Director 05-Sep-1998 Nil

B.Com.

Business

51

Prof. S.C. Sahasrabudhe Director 05-Sep-1998 Nil

M-Tech in Electrical

Engineering,

Ph.D. in Electrical

Engineering

Professor

65

Mr. Dipak Kumar Poddar Director 27-Oct-1998 1. Bajaj Auto Finance Ltd.

B. Sc. 2. Wearology Ltd.

Masters in Mechanical 3. Monotona Securities Ltd.

Engineering 4. Suvijay Exports Ltd.

Business 5. VIP Industries Ltd.

63 6. Bachraj Factories Ltd.

7. Bajaj Allianz General Insurance Co. Ltd.

8. Citron Finlease Pvt. Ltd.

9. Saphire Advisors Pvt. Ltd.

10. Makara Real Estate Ltd.

11. Gopi Resorts Pvt. Ltd.

12. Idha Software Consultancy Pvt. Ltd.

13. Poddar Old Lane Infrastructure Pvt. Ltd.

Mr. TNV Ayyar Director 24-Apr-2000 1. Tata Ceramics Ltd.

Chartered Accountant 2. Crest Animation Studios Limited

Financial Consultant 3. Emco Limited

46 4. Apcotex Industries Limited

5. R. T. Exports Limited

6. Benchmark Asset Management

Co. Pvt. Ltd.

7. Prime Global Advisory Services

Private Limited

Prof. Shamkant B. Navathe Director 30-Jul-2001 1. Integral Information Systems LLC,

BE in Electrical New York, USA.

Communication

Engineering, MS in

Computer & Information

Science, Ph.D. in Industrial

and Operations

Engineering

Professor

61

18

Mr. Vinod Sethi Director 30-Jul-2001 1. Subex Azure Ltd.

Chemical Engineer, 2. Geodesic Information Systems Ltd.

MBA Finance 3. KCP Sugar & Industries Corporation Ltd.

Banking 4. Mount Everest Bottling Co. Ltd.

45 5. United Phosphorous Ltd.

6. Axsys Health Tech Ltd.

7. Sethi Funds Management Pvt. Ltd.

8. ITZ Cash Card Ltd.

9. Advanta India Ltd.

10. Durgamba Investments Pvt. Ltd.

11. G. G. Dandekar Machine Works Ltd.

Mr. Gajanan V. Desai Director 14-Mar-2005 1. India E-Secure Ltd.

B. Sc. (Hons), D.I.I. Sc., 2. GTL Infrastructure Ltd.

Cert. in Mgt. (UK),

Chartered Engineer -

London

Management Consultant

75

Mr. Charudatta K. Naik Whole-time Director 01-Oct-2007 1. SEZ Consultancy Services Ltd.

B.E. (Electronics & Telecom) & COO 2. GTL Infrastructure Ltd.

Service

41

Details of changes in the Board of Directors in the last 3 years from the date of LOF are as

under:

Name Effective Date Reasons for change

Mr. Fritz D'Silva February 4, 2005 Resigned

Mr. Gajanan V. Desai March 14, 2005 Appointed

Mr. Satpal Khattar September 27, 2005 Retired

Mr. Charudatta K. Naik October 1, 2007 Appointed

Note: Prof. S.C. Sahasrabudhe was a whole-time director till September 30, 2005. On his request, his

status changed to non whole-time director with effect from October 1, 2005.

Name, Qualification, Designation Date of Other Directorships

Occupation and Age Appointment

19

XVI. FINANCIAL INFORMATION

The brief audited financial information of the Company for the last three financial years and for the

quarter ended 30th June, 2007 is provided below:

(Rs. in lacs)

Period Ending June 30, 2007 March 31, 2007 June 30, 2006 March 31, 2005

(3 months) (9 months) (15 months) (12 months)

Particulars

Income from operations 33,626.41 69,159.21 64,974.21 54,452.19

Other Income (20.27) 192.97 12.20 1,336.94

Total Income 33,606.13 69,352.18 64,986.41 55,789.13

Total Expenses excluding Interest &

Depreciation 28,537.83 60,303.42 52,189.12 35,964.64

Extraordinary & prior period Items # (77.77) (305.33) (212.42) 819.86

Earnings before Interest, Depreciation and Tax 4,990.53 8,743.43 12,584.87 20,644.35

Interest 1,538.79 1,383.09 (989.21) 257.83

Depreciation 1,114.71 2,996.03 7,018.81 9,072.43

Profit before Tax 2,337.03 4,364.31 6,555.27 11,314.09

Provision for Tax (including deferred tax, fringe

benefit tax and prior years adjustments) 172.83 366.79 (624.57) 735.81

Profit after Tax 2,164.20 3,997.52 7,179.84 10,578.28

As On June 30, 2007 March 31, 2007 June 30, 2006 March 31, 2005


Particulars

Equity Share Capital 9,744.36 9,731.69 8,556.98 7,412.99

Reserves & Surplus * 96,248.34 93,819.36 81,142.25 1,37,600.87

Net Worth * 105,992.70 1,03,551.05 89,699.23 1,45,013.86

Total Debt 81,506.47 82,118.75 26,834.61 42,948.37

Total Capital Employed 187,499.17 1,85,669.81 1,16,533.85 1,87,962.23

Key Ratios

Period June 30, 2007 March 31, 2007 June 30, 2006 March 31, 2005


Earnings per Share (Rs.)

(PAT / Shares outstanding) 2.22 4.29 8.99 14.74

Book value per Share (Rs.) (Net Worth /

Shares outstanding) 108.77 106.41 104.83 195.62

Debt-Equity Ratio (Total Debt / Networth) 0.77 0.79 0.30 0.30

Average Return on Networth (%) ** 0.02 0.04 0.06 0.08

* Computation of Net Worth, Reserves & Surplus wherever applicable, has been arrived at after excluding

revaluation reserves and deducting miscellaneous expenditure to the extent not written off.

20

** Computed as PAT divided by the average of the opening and closing networth for the year / period.

# Consist of excess provision for tax, reversal of stamp duty provision, excess / short provision of expenses

of earlier years and deferred tax liability / asset for earlier years.

The Company shall abide by the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997,

if applicable.

The Company has complied with sections 77A(2)(c), (d), 77B(1) and 77B(2) of the Companies Act, 1956

and will comply with clause 23 of the Regulations as and when applicable.

The Company confirms that there has been no default in making payment of dividend.

XVII. STOCK MARKET DATA

1. The Shares of the Company are listed on BSE and NSE.

2. The high, low and the average market prices of the equity shares of the Company for the last three

years (April to March periods) and the monthly high, low and average market prices for the six

months preceding the date of the PA and the corresponding volumes on BSE and NSE are as follows:

BSE

Period High (Rs.) Date of High and Low (Rs.) Date of Low and Average Total volume traded

Number of Shares Number of Shares Price* (Rs.) in period

traded on that date traded on that date

2004 -2005 134.40 03-Jan-2005 54.10 17-May-2004 96.37 9,51,48,626

9,69,524 2,52,952

2005 -2006 151.80 20-Mar-2006 92.10 18-Apr-2005 108.87 16,78,55,975

25,94,619 1,76,654

2006 -2007 181.10 10-May-2006 106.60 07-Jul-2006 143.56 9,20,87,133

3,47,186 64,76,814

February 2007 163.00 06-Feb-2007 130.00 28-Feb-2007 148.53 48,53,401

5,80,629 1,32,621

March 2007 141.50 01-Mar-2007 127.35 14-Mar-2007 133.50 16,79,301

1,32,151 1,21,841

April 2007 198.05 25-Apr-2007 131.20 02-Apr-2007 145.47 1,83,47,734

64,21,052 20,325

May 2007 202.40 31-May-2007 168.55 09-May-2007 183.83 1,07,33,513

3,04,562 5,07,566

June 2007 233.50 20-Jun-2007 197.10 01-Jun-2007 220.35 1,22,49,784

6,55,741 16,75,845

July 2007 244.50 24-Jul-2007 217.75 04-Jul-2007 229.54 65,87,844

2,58,065 2,14,890

21

NSE

Period High (Rs.) Date of High and Low (Rs.) Date of Low and Average Total Volume Traded

Number of Shares Number of Shares Price* (Rs.) during the period

traded on that date traded on that date

2004 -2005 134.45 03-Jan-2005 50.40 18-May-2004 96.42 16,89,60,843

14,99,893 3,04,962

2005 -2006 151.75 20-Mar-2006 92.00 18-Apr-2005 108.93 32,80,97,217

50,09,542 1,64,015

2006 -2007 180.90 09-May-2006 101.00 07-Jul-2006 143.63 17,56,42,101

17,84,287 1,03,46,479

February 2007 162.95 06-Feb-2007 130.00 20-Feb-2007 148.47 99,20,731

10,61,414 2,84,401

March 2007 141.50 01-Mar-2007 128.00 05-Mar-2007 133.58 51,62,093

1,92,083 2,90,040

April 2007 197.90 25-Apr-2007 131.50 02-Apr-2007 154.59 4,43,38,358

1,32,60,857 94,392

May 2007 201.30 30-May-2007 168.40 09-May-2007 183.99 2,53,82,006

11,67,339 16,06,261

June 2007 233.75 20-Jun-2007 195.20 08-Jun-2007 220.60 3,03,46,317

22,17,719 21,57,658

July 2007 244.70 24-Jul-2007 218.10 04-Jul-2007 229.63 1,66,50,060

10,49,478 6,68,643

*Arithmetical average of daily closing prices

(Source: Capitaline)

Notice of the first Board Meeting convened to consider the proposal of the Buyback was given to the

BSE and NSE on April 18, 2007. The closing price of the Company's equity share on April 18, 2007 on

BSE was Rs. 164.10 and NSE was Rs. 164.00. The Board, at its meeting held on April 25, 2007,

approved the proposal for the Buyback at a price of Rs. 300/- per share and the intimation was sent

to BSE and NSE on the same day. The high and low market prices on April 26, 2007 on the BSE were

Rs. 193/- and Rs. 182/- respectively and on NSE were Rs. 192.85 and Rs. 182.60 respectively.

The closing market price as on April 24, 2007, the previous day of the Board Meeting, on the BSE was

Rs. 179/- and on NSE was Rs. 179.25.

(Source: Official websites of BSE & NSE)

XVIII. STATUTORY APPROVALS

1. The Buyback Offer is subject to approvals, if any required, under the provisions of the Act, the

Regulations and / or such other acts in force for the time being. The Buyback of Shares from Non-

Residents and NRI / OCB shareholders will be subject to approvals, if any, and guidelines of the

appropriate authorities, including RBI, as applicable.

2. The Board of Directors of the Company, at a meeting held on April 25, 2007 have considered and

approved the proposal for the Buyback of the Buyback Shares at a price of Rs.300/- per equity share.

The Company has also obtained the approval of its shareholders by passing a Special Resolution

through postal ballot, the result of which was announced on July 5, 2007.

22

XIX. REGISTRAR TO THE BUYBACK

The Company has appointed Intime Spectrum Registry Limited as the Registrar to the Buyback.

XX. COLLECTION CENTRES

Shareholders are requested to submit their Form(s) and requisite documents by Registered / Speed Post to

the Registrar to the Buyback, Intime Spectrum Registry Limited, superscribing the envelope as "GTL

Buyback", or hand deliver the same at any of the Collection Centres mentioned below on any working

day (i.e. Monday to Saturday and not being a bank holiday in Mumbai) between 10.30 a.m. to 5.00 p.m.

up to the date of closure of the Buyback:

Sr. No. City Contact Person & Address Tel. No. Fax No. E-mail ID Mode of

Delivery

1 Mumbai Ms Awani Thakkar 022-25960320 022-25960328/29 awani.punjani@ Hand Delivery

Intime Spectrum Registry Limited, intimespectrum.com & Registered

C-13, Pannalal Silk Mills Compound, Post

L B S Marg, Bhandup (W),

Mumbai - 400 078.

2 Mumbai Mr. Vivek Limaye 022-22694127 – vivek.limaye@ Hand

Intime Spectrum Registry Limited, intimespectrum.com Delivery

203, Davar House,

Next to Central Camera, D N Road,

Fort, Mumbai - 400 001

3 Ahmedabad Mr. Hitesh Patel 079-2646 5179 079-2646 5179 ahmedabad@ Hand

Intime Spectrum Registry Limited, (Telefax) intimespectrum.com Delivery

211, Sudarshan Complex,

Near Mithakhali Underbridge,

Navrangpura, Ahmedabad - 380 009

4 Bangalore Mr. Arun Meda 080-41242623 080-41242623 bangalore@ Hand

Intime Spectrum Registry Ltd., 41242624 (Telefax) intimespectrum.com Delivery

8, 1st Floor, Mahavir Shopping Complex,

Above Kids Kemp, K.G.Road,

Bangalore - 560 009

5 Baroda Mr. Jaydeep Mehta 0265-2250241 / 0265-2250246 vadodara@ Hand

Intime Spectrum Registry Ltd., 3249857 (Telefax) intimespectrum.com Delivery

First Floor, Jaldhara Complex,

Nr. Manisha Society, Old Padara Road,

Vadodara - 390 015

6 Coimbatore S. Dhanalakshmi 0422-2314792 0422-2314792 coimbatore@ Hand


Surya 35, Mayflower Avenue,

Behind Senthil Nagar, Sowripalayam Road,

Coimbatore 641 028

7 Indore Mr. Niren 0731-2544512 0731-2544512 indore@ Hand

Intime Spectrum Registry Ltd., (Telefax) intimespectrum.com Delivery

307, City Centre, 3rd Floor,

570, M.G. Rd., Indore - 452 001

8 Kolkata Mr. S. P. Guha 033-22890539/40 033-22890539/40 kolkata@ Hand


59C,Chowringhee Road,

3rd Floor, Kolkata - 700 020

23

9 New Delhi Mr. Swapan Naskar 011-41410592/ 011-41410591 delhi@ Hand

Intime Spectrum Registry Ltd., 93/94 intimespectrum.com Delivery

A - 40, 2nd Floor, Naraina Industrial Area,

Phase II, New Delhi -110 028

10 Pune Mr. P. N. Albal 020- 65203395 020 -26053503 pune@ Hand

Intime Spectrum Registry Limited, intimespectrum.com Delivery

Block No. 202, 2nd Floor, Akshay Complex,

Near Ganesh Temple, Off Dhole Patil Road,

Pune 411 001.

11 Surat Mr. Sajay M. Patel 0261 - 2461332 0261-2472144 – Hand Delivery

C/o Skystock Financial Services,

2nd Floor, Sonali Bldg., Ramanarsi Street,

Athaunagar Mahallo, Nanpura,

Surat - 395 001

12 Jaipur Mr. Pravin Saraswat 0141-2204100 0141-5103204 [email protected] Hand Delivery

C/o Saraswat India Ltd.,

G-4 & 5, Ground Floor, Jaipur Tower,

Opp. All India Radio, M I Road,

Jaipur - 302 001

13 Rajkot Mr. Madhukar Desai 0281-2223778/79 0281-2223779 [email protected] Hand Delivery

C/o Perfect Technology,

203, Sterling Apartments, Jawahar Road,

Rajkot - 360 001

14 Chennai Mr. B. Srinivas 044-26712611 044-26712611 skystockfinancial@ Hand Delivery

Skystock Financial Services, (Telefax) hotmail.com;

7/A, Laxman Nagar, East Main Road,

Chennai - 600 082.

15 Hyderabad Mr. B. Srinivasa Reddy 040-65581820, Nil [email protected] Hand Delivery

C/o Sree Software Solutions 9246571820

3-4-746, 1st Floor,

Opp. HRD Degree College,

Near Narayanaguda Flyover Bridge,

Narayanaguda, Hyderabad - 500 044

Shareholders residing at places other than places of collection centres mentioned above, are requested to

send their form of acceptance directly to the Registrar to the Buy-back Offer at their Mumbai address at

serial number 1 above.

XXI. PROCESS AND METHODOLOGY FOR THE BUYBACK

1. The Buyback is being made pursuant to the provisions of Sections 77A, 77AA, 77B and all other

applicable provisions, if any, of the Act.

2. The maximum amount that would be deployed for the Buyback would not exceed Rs. 2,58,87,99,900/-.

The total amount to be used for the Buyback amounts to 25% of the paid up capital and eligible free

reserves of the Company as at March 31, 2007.

3. The Shares shall be bought back at a price of Rs. 300/- per share.

4. The maximum number of Shares to be bought back in the Buyback is 86,29,333 Shares.

Sr. No. City Contact Person & Address Tel. No. Fax No. E-mail ID Mode of

Delivery

24

5. The Buyback Shares would constitute 8.49% of paid up equity share capital of the Company as on

the date of the Public Announcement.

6. The Buyback is being implemented on a proportionate basis through the tender offer route.

7. The aggregate shareholding of the Promoters as on date of Public Announcement is 3,25,19,510

equity shares, constituting 32% of the paid up equity share capital of the Company.

8. None of the Promoters intends to tender their Shares in the Buyback.

9. Post Buyback assuming that the response to the Buyback is 100% of the Buyback Shares, the holding

of the Promoters would be:

l 34.97%* of the total paid up equity share capital assuming no further conversion of FCCBs/

ESOPs.

l 34.03%* of the total paid up equity share capital assuming full conversion of FCCBs / ESOPs.


purchase/sell shares of the Company including under the provisions of SEBI (SAST) Regulations and /

or the FCCBs / ESOPs are partly converted.

10. The payment of consideration shall be made through demand drafts, warrants, or similar instruments

payable at par at all the centres where the Company is accepting applications.

XXII. PROCEDURE FOR TENDERING SHARES AND SETTLEMENT

1. The Buyback is open to all shareholders / beneficial owners of the Shares, both registered and

unregistered.

2. The Company shall comply with regulation 19(5) of the Regulations.

3. The Company proposes to effect the Buyback through a tender offer, on a proportionate basis, in

accordance with the provisions of the Regulations.

4. A LOF and the Form, outlining the terms of the Buyback as well as the detailed disclosures as specified

in the Regulations, will be mailed to shareholders of the Company whose names appear on the

register of members or who are beneficial owners of Shares as per the records of NSDL / CDSL on the

Specified Date.

5. The LOF will be sent to shareholders so as to reach them before the opening of the Buyback. The

Buyback shall be open for the period as shown in the schedule of activity. Shareholders must ensure

that their Form(s), along with the requisite documents, reach the Collection Centre before the close

of business hours on the date of closure of the Buyback. Shareholders and unregistered shareholders

residing at a location where there is no collection centre should send the Form to the Registrar to the

Buyback by Registered / Speed Post to their office in Mumbai.

6. The Company will consider all the Shares tendered for the Buyback by shareholders, for acceptance

under the Buyback, irrespective of whether the shareholder is registered with the Company as on the

Specified Date or has obtained delivery after the Specified Date or he holds the Shares in street name.

In case the tenderer is an unregistered shareholder, he should submit the transfer deed complete in all

respects, along with the share certificate/s as specified elsewhere in the LOF.

7. Shareholders may submit the Form duly signed (by all shareholders in case the Shares are in joint

names) at the specified Collection Centres along with the share certificate(s) / copy of DP instruction

slip and other relevant documents as specified in the LOF. The shareholders should submit only one

form irrespective of the number of folios he holds. Multiple applications tendered by any shareholder

shall be liable to be rejected. Also, multiple tenders from the same depository account or same registered

folio shall also be liable to be rejected.

25

8. Shareholders may offer for buyback their full holding or any part of their holding of Shares of the

Company, as they desire. In the event the aggregate number of Shares tendered by the shareholders

are more than the total number of Shares to be bought back by the Company, the acceptances per

shareholder shall be made in accordance with the Regulations, i.e. valid acceptances per shareholder

shall be equal to the acceptances tendered by the shareholder divided by the total valid acceptances

received and multiplied by the total number of Shares to be bought back by the Company.

9. No single offeror can tender Shares more than the Shares proposed to be bought back and

any Form wherein the number of Shares offered by a shareholder exceeds the total number

of Shares to be bought back will be rejected.

10. The Company will not accept any equity shares offered for buyback which are under lock-in or where

there exists any restraint order of a Court for transfer / disposal or where loss of share certificates has

been notified to the Company or where any other restraint subsists.

11. Where the Form is signed under Power of Attorney or by Authorized Signatory(ies) on behalf of a

company / body corporate, the Power of Attorney / Signing Authority along with the specimen

signatures must have been previously registered with the Company. The registration serial number of

such documents should be mentioned below the relevant signature. Where the relevant document is

not so registered, a copy of the same duly certified by a Notary / Gazetted Officer should be enclosed

with the Form.

12. In case one or more of the joint holders is deceased, the Form must be signed by all surviving holder(s)

and submitted along with a certified or attested true copy of the Death Certificate(s). If the sole

shareholder is deceased, the Form must be signed by the legal representatives of the deceased and

submitted along with the certified or attested true copy of Probate / Letters of Administration /

Succession Certificate and all other relevant documentation while tendering their Shares for the

Buyback.

13. Where a joint shareholder is deceased, the Shares will be consolidated with the Shares, if any, held

and tendered by the surviving shareholder(s) for the purpose of reckoning the aggregate number of

Shares to be bought back from the surviving shareholders.

14. In case of any lacunae and / or defect, incomplete information, late receipt or modifications in the

documents / Forms submitted, the Form(s) is / are liable to be rejected.

15. The shareholders should provide all relevant documents, which are necessary to ensure transferability

of the Shares in respect of which the Form is being sent. Such documents may include (but not be

limited to):

a. Duly attested death certificate / succession certificate in case any shareholder has expired.

b. Duly attested Power of Attorney, if any person other than the shareholder has signed the Form.

c. In case of companies, the necessary certified corporate authorizations (including Board and / or

general meeting resolutions).

16. It is mandatory for the shareholders to indicate the bank account details at the appropriate place in

the Form, to which the consideration would be payable.

17. Non-receipt of the LOF by, or accidental omission to dispatch the LOF to any person who is eligible to

receive the offer, shall not invalidate the offer in any way.

18. In case of non-receipt of the LOF / Form:

a. In case the Shares are in dematerialized form: A shareholder may send an application in

writing on plain paper stating name, address, number of shares held, Client ID number, DP Name /

ID, beneficiary account number, number of equity shares tendered for the Buyback, bank account

particulars for the payment of Buyback consideration etc. enclosing a photocopy of the delivery

instruction in "Off-market" duly acknowledged by the DP, in favour of the depository account ,

as detailed herein below, along with other necessary documents.

26

b. In case the Shares are in physical form: A registered shareholder may send an application in

writing on a plain paper signed by all shareholders stating name, address, folio number, number

of equity shares held, certificate number, number of equity shares tendered for the Buyback and

the distinctive numbers thereof, bank account particulars for payment of consideration, etc.

enclosing the original share certificate(s) with valid equity share transfer form(s) duly signed by

the transferor(s) and other necessary documents. In the event that the shareholder is unregistered,

the application must additionally be accompanied by the original equity share certificate(s)

accompanied by valid share transfer form(s) as received from the market, (wherein the name of

the transferee has not been filled in), and the original broker contract note of a registered broker

of a recognized stock exchange in relation to the purchase of the Shares tendered

19. The Regulations do not provide for withdrawal of Forms once they are submitted.

20. The Company shall dispatch intimation of acceptance or non-acceptance of the Shares latest by

December 3, 2007.

21. The Company will pay the consideration to the shareholders including NRIs / OCBs in respect of the

Shares bought back within 7 days of acceptance, in accordance with the Regulations. The payment of

consideration for accepted applications shall be made by the Company to the sole / first shareholder,

the details of which are recorded with the Company / DP. Payment shall be made through demand

drafts, warrants, or similar instruments payable at par at all the centres where the Company is accepting

applications and the same shall be drawn in the name of the first named person in case of joint

shareholders.

22. The Shares lying to the credit of the aforesaid depository account will be extinguished within 7 days

from the date of acceptance of the Shares in the manner specified in the Regulations. In respect of

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

physically destroyed within 7 days from the date of acceptance in the manner specified in the

Regulations. The details of the Shares extinguished would be notified to BSE, NSE and SEBI as per

provisions of the Regulations.

23. All documents sent by shareholders and all remittances to shareholders will be at their own risk.

Shareholders are advised to adequately safeguard their interests in this regard.

For Shares held in the dematerialised form

1. The Company has opened a Depository account styled "GTL Limited - Buyback of Equity Shares" with

Standard Chartered Bank, 90, Mahatma Gandhi Road, Fort, Mumbai - 400 001. The beneficial owners

are required to execute an off-market trade by submitting the Delivery Instructions for debiting his/

her beneficiary account with their concerned Depository Participant ("DP"). The date of execution

entered in the delivery instruction should be on or after the date of opening of the Buyback and on or

before the last date of submission of the Form to the collection centres or on or before mailing the

Form to the Registrar to the Buyback as the case may be, but not later than the date of closure of the

Buyback. A photocopy of the Delivery Instructions or counterfoil of the Delivery Instructions duly

acknowledged by the DP shall be attached to the Form while submitting the same. The beneficial

owner may note that the Delivery Instructions to be made to their Depository Participant should be in

the "Off-market trade" mode, and as per the details provided below. In the delivery instruction slip

the section to be used is the section titled "For Off- Market Trades (Receiver Details)".

DP ID Number I N 3 0 1 5 2 4

DP Name STANDARD CHARTERED BANK

Beneficiary Account Number 3 0 0 1 5 4 5 5

Beneficiary Account Name GTL LIMITED - BUYBACK OF EQUITY SHARES

Market OFF-MARKET

Execution Date Prior to November 19, 2007

Please note that the aforementioned account shall be closed at the end of business hours on the date

27

of closure of the Buyback. Beneficial owners are requested to ensure the credit of their Shares to the

aforementioned account before the closure of the aforementioned account.

2. In case all the Shares tendered for the Buyback are accepted by the Company then the delivery

instruction given by the shareholders to their DPs will be acted upon and consideration will be paid to

the concerned shareholder as specified earlier on.

3. Shares held in dematerialized form to the extent not accepted for the Buyback will be returned to the

beneficial owner to the credit of the beneficial owner's depository account with their respective DP as

per details furnished by the beneficial owner in the Form under intimation to the first named beneficial

owner by Registered/Speed Post. The Shares shall be transferred not later than December 10, 2007.

In the event that there is a conflict between the details provided in the Form and those received

electronically from the shareholder's DP, the details received electronically shall prevail. However, the

Shares so received are liable to be rejected and returned to the account as per the details provided

electronically by the shareholder's DP.

For Shares held in the physical form, by registered shareholders

1. Registered shareholders holding Shares in physical form are required to enclose the original share

certificate(s) and valid equity share transfer form(s) duly signed by the transferor (by all the equity

shareholders in case the Shares are in joint names, with the names filled up in the same order in which

they hold Shares in the Company) as per the specimen signatures lodged with the Company and duly

witnessed at the appropriate place, while submitting the Form(s).

2. Shares held in physical form to the extent not accepted for Buyback will be returned to the beneficial

owner after suitable sub-division, if any, in order to facilitate acceptance of shares tendered by them,

through Registered / Speed Post, at the shareholders' sole risk.

For Shares held in the physical form, by persons not registered as shareholders

1. Unregistered shareholders who wish to tender their Shares in response to the Buyback Offer should

send the application in plain paper signed by all shareholders, stating folio number, name, address,

number of Shares held, share certificate number, distinctive numbers, number of Shares tendered for

the Buyback and bank account details.

2. Persons not registered as shareholders are required to enclose with the Form:

a. the original equity share certificate(s) accompanied by valid share transfer form(s) as received

from the market, wherein the name of the transferee has not been filled in;

b. the original broker contract note of a registered broker of a recognized stock exchange in relation

to the purchase of the Shares tendered in this case;

c. in case the share certificate(s) and the transfer deed(s) are lodged with the Company for transfer,

then the Form shall be accompanied by the acknowledgement of lodgment with, or receipt by,

the company, of the share certificate(s) and the transfer deed(s).

3. No indemnity is required from persons not registered as shareholders.

For Shares held by Non-resident shareholders

1. Non-resident shareholders (excluding FII) should also enclose a copy of the permission, if any, obtained

from RBI at the time of making investment in the Company.

2. In case the Shares are held on repatriation basis, the non-resident shareholder should obtain and

enclose a letter from its authorized dealer/bank confirming that at the time of acquiring the said

Shares, payment for the same was made by the non-resident shareholder from the appropriate account

as specified by RBI in its approval. In case the non-resident shareholder is not in a position to produce

the said certificate, the Shares would be deemed to have been acquired on non-repatriation basis and

28

in that case the holder shall submit a consent letter addressed to the Company, allowing the Company

to make the payment on a non-repatriation basis in respect of the valid shares accepted under the

Buyback.

3. If any of the above stated documents, as applicable, are not enclosed along with the Form, the Shares

tendered under the Buyback are liable to be rejected.

XXIII. NOTE ON TAXATION

1. As per the provisions of Section 46A of the Income Tax Act, consideration received by a Shareholder

from any Company for purchase of its own shares is deemed to be Capital Gain.

2. The provisions in respect of tax deduction at source are contained in Chapter XVII of the Income Tax

Act. As per these provisions any amount payable in the nature of capital gain does not attract tax

deduction at source. However as per the provisions of Sec. 195 (1) of the Income Tax Act, any person

responsible for paying to a non resident any sum chargeable to tax is required to deduct tax at source.

In view of the above, GTL Ltd. is under obligation to deduct tax at source in case consideration for

buyback of shares is payable to non resident person. In this regard we also invite your attention to

provision contained in section 196D (2) of the Income Tax Act. As per the said provision, no deduction

of tax is required from any income in the nature of capital gain arising from transfer of securities

which is payable to a Foreign Institutional Investor. In view thereof, GTL Ltd. is not obliged to deduct

tax from any consideration payable in case of buyback of shares from any Foreign Institutional Investor.

3. Rates for deduction of tax at source:

a. In case of buyback of shares from Non Resident Indians, tax is deductible at source at the rate of

10% in case of long term capital gain and at the rate of 30% in case of short term capital gain

plus surcharge at 10% of tax deducted in case income exceeds Rs. Ten Lakhs plus Education Cess

at the rate of 2% and secondary and higher education cess at the rate of 1% on the aggregate

of Income Tax and surcharge if any.

b. In case of buyback of shares from Non Domestic Companies, tax is deductible at 20% in case of

long term capital gain and at the rate of 40% in case of short term capital gain plus surcharge at

2.5% of tax deducted in case income paid or likely to be paid exceeds Rs. One Crore plus Education

Cess at the rate of 2% and secondary and higher education cess at the rate of 1% on the

aggregate of Income Tax and surcharge if any.

4. All shareholders are advised to consult their tax advisors for the treatment that may be given by their

respective assessing officers in their case, and the appropriate course of action that they should take.

The Company and the Manager to the Buyback does not accept any responsibility for the accuracy or

otherwise of such advice. The aforesaid treatment of tax deduction at source may not necessarily be

the treatment also for filing the return of income.

XXIV. DECLARATION BY THE BOARD OF DIRECTORS

1. The Board of Directors confirm that there are no defaults subsisting in repayment of deposits,

redemption of debentures or preference shares or repayment of term loans to any financial institutions

or banks.

2. The Board of Directors confirm that based on a full enquiry conducted into the affairs and prospects

of the Company and taking into account all the liabilities including prospective and contingent liabilities

payable as if the Company were being wound up under the Act, the Board of Directors have formed

an opinion that:

a. Immediately following the date of the Letter of Offer, there are no grounds on which the Company

could be found unable to pay its debts;

b. As regards its prospects for the year immediately following the date of the LOF that, having

regard to their intentions with respect to the management of the Company's business during the

29

said year and to the amount and character of the financial resources which will be available to the

Company during the said year, the Company will be able to meet its liabilities as and when they

fall due and will not be rendered insolvent within a period of one year from that date.

This declaration is made and issued under the authority of the Board of Directors in terms of the

resolution passed at their meeting held on April 25, 2007.

For and on behalf of the Board of Directors of the Company

Sd/- Sd/-

Manoj G. Tirodkar Gajanan V. Desai

Chairman & Managing Director Director

XXV. AUDITOR'S CERTIFICATE

Text of the Certificate dated April 25, 2007, received from M/s. Godbole Bhave & Co., Chartered Accountants

(Partner M. V. Bhave, membership no. 38812) and M/s. Yeolekar & Associates Chartered Accountants

(Partner S. S. Yeolekar, membership no. 36398), the joint Statutory Auditors of the Company, addressed

to the Board of Directors of the Company is reproduced below:

"In connection with the proposal of GTL Limited (the "Company") to buy-back its equity shares and in

pursuance of the provisions of Section 77A and 77B of the Companies Act, 1956 and the SEBI (Buyback

of Securities) Regulations, 1998, based on the representations made by the Company and on the basis of

the information and explanations given to us, which to the best of our knowledge and belief were under

the circumstances considered necessary, we confirm as under:

(a) We have enquired into the state of affairs of the Company;

(b) The amount of Rs. 258.88 Crores being the maximum permissible capital payment towards buyback

of equity shares (including premium) is 25% of the total paid up capital and free reserves of the

Company, as at March 31, 2007, which has been properly determined in accordance with Section

77A(2)(c) of the Companies Act, 1956;

(c) The Board of Directors in their meeting held on April 25, 2007 have formed their opinion, as specified

in Clause (x) of Schedule 1 to the Securities and Exchange Board of India (Buy-back of Securities)

Regulations, 1998, on reasonable grounds and that the Company will not, having regard to its state

of affairs, be rendered insolvent within a period of one year from the date of announcement of the

result of the proposed Postal Ballot for the said buy-back viz. July 5, 2007."

XXVI. MATERIAL DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the office of the Manager to the

Buyback at 15th Floor, Jolly Maker Chambers-II, 225, Nariman Point, Mumbai - 400 021 on any working

day (i.e. Monday to Friday and not being a bank holiday in Mumbai) between 10.30 a.m. to 1.00 p.m. up

to the date of closure of the Buyback.

a. Certificate of Incorporation

b. Memorandum and Articles of Association of the Company.

c. Annual Reports of the Company for the periods ended March 31, 2007, June 30, 2006 and March

31, 2005 and audited financials for the quarter ending June 30, 2007.

d. Resolution passed by the Board of Directors of the Company at their meeting held on April 25, 2007.

e. Notice to shareholders along with Explanatory Statement dated April 25, 2007.

30

f. Special resolution passed by the shareholders of the Company by Postal Ballot, the results of which

were announced on July 5, 2007.

g. Certificate dated April 25, 2007 of M/s. Godbole Bhave & Co., Chartered Accountants and M/s.

Yeolekar & Associates Chartered Accountants, joint Statutory Auditors of the Company.

h. Certificate dated July 25, 2007 from M/s. Godbole Bhave & Co., Chartered Accountants and M/s.

Yeolekar & Associates Chartered Accountants, joint Statutory Auditors of the Company for firm

financing arrangements in accordance with the Regulations.

i. Declaration of Solvency dated August 21, 2007.

j. Opinion from M/s. Yeolekar & Associates, Chartered Accountants dated August 16, 2007 on taxation.

k. Confirmation letter by the Bankers dated October 15, 2007 that the Escrow Account has been opened.

l. Copy of the Public Announcement published on August 10, 2007.

m. SEBI Observations on the draft Offer Document vide its letter number CFD/DCR/SKM/TO/105022/07

dated September 28, 2007.

XXVII. COMPLIANCE OFFICER

Name : Mr. Vidyadhar Apte

Designation : Company Secretary

Address : 'Global Vision', Electronic Sadan II,

T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710.

Phone : +91-22- 2761 2929 / 2768 4111 Extn. 2232-35

Fax : +91-22- 2768 0171

E-mail : [email protected]

The Compliance Officer can be contacted on any working day (i.e. Monday to Friday and not being a bank

holiday in Mumbai) between 10.30 a.m. to 5.00 p.m. up to the date of closure of the Buyback.

XXVIII. REMEDIES AVAILABLE TO SHAREHOLDERS/BENEFICIAL OWNERS

In case of any grievance relating to the Buyback (e.g. non-receipt of the Buyback consideration, share

certificate, demat credit etc.) the shareholder can approach the Compliance Officer of the Manager for

redressal.

If the Company makes any default in complying with the provisions of Section 77A of the Act or any rules

made thereunder, or any regulation made under clause (f) of sub-section (2) of Section 77A, the Company

or any officer of the Company who is in default shall be punishable with imprisonment for a term and its

limit or with a fine and its limit or both.

The address of the concerned office of the Registrar of Companies is as follows:

Office of the Registrar of Companies

CGO Complex, 'A' Wing, Next to RBI, 2nd Floor, CBD Belapur,

Near Konkan Bhavan, Navi Mumbai- 400 614

31

XXIX. INVESTOR SERVICE CENTRE

In case of any queries, the shareholders may contact Investor Service Centre on any working day (i.e.

Monday to Friday and not being a bank holiday in Mumbai) between 10.30 a.m. to 5.00 p.m., at the

following address:

Name : Investor Service Centre: GTL Buyback

Address : 'Global Vision', Electronic Sadan II,

T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710.

Phone : +91-22- 2761 2929 / 2768 4111 Extn. 2232-35

Fax : +91-22- 2768 0171

E-mail : [email protected]

XXX. MANAGER AND CO-MANAGERS TO THE BUYBACK

MANAGER TO THE BUYBACK

Name : Ind Global Corporate Finance Pvt. Ltd.

(A Subsidiary of Ernst & Young Pvt. Ltd.)

Address : 15th Floor, Jolly Maker Chambers-II, 225 Nariman Point, Mumbai - 400 021

Contact Person : Mr. Gigy Mathew

Phone : +91-22-6749 8000

Fax : +91-22-6749 8200

Email : [email protected]

CO-MANAGERS TO THE BUYBACK

Name : India Capital Markets Private Limited

Address : 11/13, Botawala Building, Office 4-5, First Floor, Horniman Circle,

Fort, Mumbai - 400 001

Contact Person : Mr. Sanjeev Shah

Phone : +91-22-6777 6777

Fax : +91-22-6777 6888


Name : Fortress Capital Management Services Private Limited

Address : 2nd Floor, Daryanagar House, 69, Maharshi Karve Road,

Marine Lines, Mumbai - 400 002

Contact Person : Mr. Hitesh Doshi

Phone : +91-22-2200 7973

Fax : +91-22-2203 1609


32

XXXI. DIRECTORS' RESPONSIBILITY STATEMENT

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

Letter of Offer. This Letter of Offer is issued under the authority of the Board in terms of the resolution

passed by the Board on April 25, 2007.

For and on behalf of the Board of Directors of GTL Limited

Sd/- Sd/- Sd/-

Manoj G. Tirodkar Gajanan V. Desai Vidyadhar A. Apte

Chairman & Managing Director Director Company Secretary &

Compliance Officer

Date : October 15, 2007

Place : Navi Mumbai

gtl limited1].-loof.pdf · letter of offer this document is important and requires your immediate...

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