The Procedure for Tender / Offer is set out on page no. ------ of this Letter of Offer. A Tender / Offer Form is enclosed with this Letter of Offer. The Form with relevant enclosures should be despatched / delivered so as to reach before the close of business hours of the respective collection centres on or before January 22, 2001.

Encl.: Tender / Offer Form (For shareholders holding shares in Physical Form Page 21)

Encl.: Tender / Offer Form (For shareholders holding shares in Dematerialised Form Page 24)

Shareholders should submit their response by Hand Delivery at the Company's factories or at the collection centres of Integrated Enterprises (India) Limited, the Registrars to the Offer, on working days between 10 A.M. to 4 P.M. (Monday to Saturday) at the addresses given below:

SHAREHOLDERS RESIDING AT OTHER LOCATIONS are requested to send their response to the Registrars to the Offer Integrated Enterprises (India) Ltd. at No. 1, Ramakrishna Street, 2^nd Floor, Kences Towers, Off North Usman Road, T. Nagar, Chennai 600017 by Registered Post / Courier.

Shareholders who have obtained delivery after the specified date ("unregistered shareholders") should submit their responses either by Registered Post or Courier or hand delivery along with the transfer deed complete in all respects and relevant share certificates only to the Registrars to the offer M/s Integrated Enterprises India Limited at No.1, Ramakrishna Street, 2^nd Floor, Kences Towers, Off North Usman Road, T.Nagar Chennai - 600017 between 10.00 A.M. to 4.00 P.M. on all working days (Monday to Saturday).

RESPONSES SHOULD NOT BE SENT to the Company at its Registered Office or to the Managers to the Offer.

The Company has / will adhere to the SEBI stipulated time limits.

The following definitions apply through out this Offer Document, unless the context requires otherwise:

1. DETAILS OF THE OFFER

1. K.C.P. Sugar and Industries Corporation Limited (hereinafter referred to as "KCPSIL" / "the Company") hereby announces its intention to buy back upto 20,00,000 fully paid equity shares of face value Rs. 10/- each, representing 15.51% of the paid-up equity share capital, through Tender Offer from the shareholders of the Company at a price of Rs. 35/- per share, payable in cash. The present offer for Buy-back is being made in accordance with the Act, the Regulations and other applicable laws. Shareholders have the option of tendering their equity shares in response to this Buy-back Offer.
2. The Company will adopt the Tender Offer route for the Buy-back and will restrict the buy-back to a maximum of 20,00,000 fully paid equity shares (15.51% of the paid-up equity share capital) on a proportionate basis.
3. The total amount to be expended towards the Buy-back by the Company, assuming 100% response to the offer, aggregates Rs. 7 crores, which is 9.47% of the paid-up equity share capital and free reserves as on March 31, 2000.
4. The Promoters and persons in control of the Company (hereinafter referred to as "the Promoters") will not be participating in the Buy-back.
5. The Company will adopt the Tender route for the Buy-back Offer and will restrict the Buy-back to a maximum of 20,00,000 equity shares (15.51% of the paid-up equity share capital).
6. In case the number of shares tendered / offered by the Shareholders in response to this Offer is more than the total number of shares proposed to be bought back by the Company, the procedure shall be as below.

1. In cases where the number of equity shares tendered are upto 100 shares, all the equity shares tendered shall be accepted.
2. In cases where the equity shares tendered are more than 100 shares, the minimum marketable lot shall be first accepted in full and thereafter, the acceptances will be on proportionate basis in a manner to ensure that the acceptances are in market lot.

7. The Company will abide by the SEBI (Substantial Acquisition of shares and Takeovers) Regulation, 1997, if applicable

1. As per regulation 8(1) of the Regulations, the Company has made a public announcement in the

following newspapers on November 6, 2000.

1. The Buy-back is being made pursuant to Article 4 (i) of the Articles of Association of the Company.
2. The Board of Directors of the Company at a meeting held on October 4, 2000 considered and approved the proposal for Buy-back of equity shares by the Company.
3. The Buy-back offer has been duly approved by the Shareholders of the Company by a special resolution passed at the Extra Ordinary General Meeting of the Company held on October 30, 2000.
4. The Board of Directors of the Company at a meeting held on October 30, 2000 approved the Offer Price of Rs. 35/- per equity share for the Buy-back.
5. The Offer is subject to approvals, if any required, under the provisions of the Act, the Regulations and / or such other Acts for the time being in force.
6. The Company has complied with Section 77(A)(2)(c), (d), 77B(1) and 77B(2) of the Companies Act 1956 and Clause 23 and 14 of the SEBI (Buy-back of Securities) Regulations, 1998.
7. Buy-back of shares tendered / offered by Non-resident Shareholders and payment of consideration thereof will be governed, as applicable, by the guidelines set out by the Reserve Bank of India.
8. On closure of the Offer, depending on response from Non-resident Shareholders, the Company will make necessary application to the Reserve Bank of India, if required.

1. The equity shares of the Company are listed on the Madras Stock Exchange (MSE) and the National Stock Exchange (NSE). There is at present very thin trading of the shares on NSE and virtually no trading in MSE. The Company through the Buy-back intends to provide liquidity to the existing shareholders.
2. The Sugar Industry is governed by Government policies. The industry is cyclical and seasonal in nature and the perception of the Capital markets has not been positive resulting in a low valuation and lacklustre trading in the Company's stock.
3. The Buy-back will provide an opportunity to the Shareholders, who desire to sell their equity shares, to realise a fair value for their shares without prejudicing the interest of the shareholders who wish to continue to hold their shares.
4. The Buy-back has been proposed in order to improve returns to the Shareholders and enhance shareholder value.

1. The Offer Price has been arrived at taking into account market price of the equity shares of KCPSIL and other financial parameters such as return on networth, earnings per share, etc. The post Buy-back scenario has been taken into account for this purpose.
2. The average of the weekly high and low of the closing market price of the equity shares on the NSE for the 26 weeks ending 22.9.2000 (i.e. the week immediately preceding the date of intimation to the Stock Exchanges about the Board Meeting for considering a buy-back proposal) was Rs. 24.41. The maximum buy-back price of Rs. 35/- is at a premium of 42.38% over the aforesaid market price. The closing price of the equity shares of the Company on the NSE on 26.9.2000 (being the date immediately preceding the date of intimation to the Stock Exchanges about the Board Meeting) was Rs. 25/-.

6. SOURCES OF FUNDS FOR BUY-BACK & COST THEREOF

1. The Company proposes to buy-back a maximum of 20,00,000 fully paid equity shares at a price of Rs. 35/- per share. The total amount of funds required for the Buy-back is a maximum of Rs. 7.00 crores, assuming 100% response to the Buy-back Offer.
2. The Company proposes to meet the funds requirement for the Buy-back from internal accruals / borrowings.

1. Bank guarantee for Rs 1.75 crores (Rupees one crore seventy five lakhs only), being 25% of the total consideration payable under the Offer, to be issued by ICICI Bank Ltd. in favour of the Managers to the Offer, Ind Global Financial Trust Limited valid from date of issue of the guarantee until 30 days after the closure of the Offer.
2. Deposit of Rs 7.00 lakhs (Rupees seven lakhs only), being 1% of the total consideration payable under the Offer, with ICICI Bank Ltd. The Company will issue directions to the bank to act as per the instructions of the Managers to the Offer, Ind Global Financial Trust Limited.

1. KCPSIL is a public limited company, incorporated on October 11, 1995 under the Companies Act, 1956. It has its Registered Office at "Ramakrishna Buildings", No. 239 (Old No.183), Anna Salai, Chennai 600006.
2. The scheme of arrangement between KCPSIL and The K.C.P. Ltd. was approved by the Hon'ble High Court of Madras vide their order dated March 18, 1996 whereby the following units of The K.C.P. Limited were transferred to KCPSIL with effect from April 1, 1996.

• Sugar Unit at Vuyyuru
• Sugar Unit at Lakshmipuram
• Industrial Alcohol unit at Vuyyuru
• Workshop at Vuyyuru
• Investments and Other Assets as per the Scheme

3. KCPSIL is primarily engaged in the manufacture of Sugar, Industrial Chemicals and Machinery. It has its manufacturing facilities located at Vuyyuru and Lakshmipuram in Andhra Pradesh.

4. Board of Directors

*after write off of Goodwill of Rs. 2.10 crores

7. There is no pending scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act, 1956.

1. After the completion of the Buy-back, assuming 100% response to the Offer, the Issued, Subscribed and Paid-up Equity Share Capital of the Company would consist of 1,08,93,016 fully paid-up equity shares of Rs. 10 each aggregating Rs. 10,89,30,160.
2. The shareholding pattern after completion of Buy-back assuming 100% response to the Offer, will be as below:

10. STOCK MARKET DATA

1. Memorandum & Articles of Association of the Company.
2. Annual Reports for the years 1997-98, 1998-99 and 1999-2000 and unaudited results for the half year ended September 30, 2000.
3. Resolution approving proposal for Buy-back passed at the meeting of the Board of Directors of the Company held on October 4, 2000.
4. Copy of the Notice to the shareholders for the Extra Ordinary General Meeting on October 30, 2000 and the explanatory statement thereof
5. Special Resolution authorising Buy-back of shares by the Company passed by the shareholders at the Extra Ordinary General Meeting of the Company held on October 30, 2000.
6. Resolution passed at the meeting of the Board of Directors of the Company held on October 30, 2000 fixing the Buy-back price pursuant to the approval of the shareholders.
7. Auditors' Certificate dated 04.10.2000 as prescribed in Schedule I under Regulation 5(1) of the Regulations.
8. Auditors' Certificate dated 1.11.2000 as prescribed under Schedule III under Regulation 8(4) of the Regulations.
9. Declaration of Solvency and an affidavit verifying the same as per Form 4A of the Companies (Central Government’s) General Rules and Forms, 1956.
10. Copy of public announcement dated November 2, 2000 made by the Company as per Regulation 8(1) of the Regulations.
11. Observation letter ref.PMIMD/SU/19125/2000 dated December 1, 2000 issued by SEBI.

1. The Offer is open to all the Shareholders of the Company. The Letter of Offer and Tender / Offer form will be mailed to all the Shareholders whose names appear on the Register of Members of the Company and who are beneficial owners of equity shares as per the records made available to the Company by NSDL/CDSL as on December 14, 2000.
2. The Company will not accept any equity shares for buy-back, where there exists restraint order of the Court for transfer / disposal of equity shares or where loss of share certificates has been notified to the Company or where the equity shares are subject to restraint under the Special Court (Trial of Offences relating to Transactions in Securities) Act, 1992 or where any other restraint subsists.
3. The Company will consider all the shares tendered for buy-back by shareholders, for acceptance under the buy-back offer, 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.
4. The Company does not have any locked-in or non-transferable shares. Hence the question of the Company not buying back such shares as per Regulation 19(5) does not arise.
5. No single offeror can tender shares more than the shares proposed to be bought back and that the tender/offer form wherein the number of shares offered by the shareholder exceeds the total number of shares to be bought back will be rejected.
6. An investor should tender one form, irrespective of the number of folios he holds. Multiple applications by tenderers as also multiple tenders from the same depository account will be rejected.
7. Shareholders who are yet to receive/collect the new Share Certificates of the Company pursuant to the Scheme of Arrangement with The K.C.P. Ltd. are requested to lodge their old Share Certificates with The K.C.P. Ltd. at No.2, Dr. P.V.Cherian Crescent, Chennai-8 and forward a copy of the acknowledgement to our Registrar. New Share Certificates of KCPSIL will be despatched after receipt of confirmation from The K.C.P. Ltd.

1. The shareholders to whom this Offer is made are free to tender/offer their shareholding to the Company in whole or in part.
2. The equity shareholders of the Company who wish to tender / offer their shares in response to this Buy-back Offer should deliver the following documents:

1. The relevant Tender / Offer Form duly signed (by all the shareholders in case the equity shares are in joint names) in the same order in which they hold the equity shares
2. Original Share Certificates
3. Copies of approval obtained from RBI for acquisition of KCPSIL’s equity shares (in case of Non residents)
4. Form TS 1 duly filled and signed to enable the Company to obtain necessary permission from RBI for buy-back of the equity shares and payment of consideration thereof (in case of Non residents)

iii. The shareholders should also provide all relevant documents in addition to the above documents. Such may include (but not limited to):

1. Duly attested Power of Attorney if any person other than the shareholder has signed the relevant Tender / Offer Form.
2. Duly attested death certificate / succession certificate in case any of the shareholders has expired.
3. Necessary corporate authorisations, such as Board Resolutions, etc., in case of companies.

iv. Collection Centre

v. Consideration will be paid by crossed account payee cheque / demand draft / pay order / warrant to those shareholders whose offer has been accepted by the Company. The cheque / demand draft / pay order / warrant will be drawn in the name of the first named person in case of joint shareholders. The intimation regarding acceptance (in part or full) or rejection of the shares and the corresponding payment for the accepted shares and / or share certificates for the rejected shares will be despatched to the shareholders by registered post by February 12, 2001. The cheques would be made payable at par at all the centres where the Company is accepting applications and in the designated collection centres as in the case of public issues. Remittance of consideration in the case of non resident shareholders will be subject to approvals from the Reserve Bank of India, as necessary.

vi. It is mandatory for the shareholders to indicate the bank account details to which the consideration would be payable at the appropriate place in the Tender / Offer form.

vii. Non receipt of this Letter of Offer by, or accidental omission to despatch the Letter of Offer to, any person to whom this Offer is made shall not invalidate the Offer in any way. In case of non-receipt of this Letter of Offer, the shareholder(s) may send the application on plain paper in writing (duly signed by all shareholders), stating folio number, name, address, number of shares held, share certificate number, distinctive numbers, number of shares tendered for Buy-back, bank account details together with the original equity share certificates and other relevant documents (as mentioned in ii & iii above) to the Registrars to the Offer Integrated Enterprises (India) Ltd. at No. 1, Ramakrishna Street, 2^nd Floor, Kences Towers, Off North Usman Road, T. Nagar, Chennai 600017 by Registered Post / Courier/ hand delivery.

viii. All documents / remittances sent by or to the equity shareholders will be at their own risk. Shareholders of the Company are advised to adequately safeguard their interests in this regard.

1. The relevant Tender / Offer Form duly signed (by all the shareholders in case the equity shares are in joint names) in the same order in which they hold the equity shares.
2. Copy of the delivery instruction issued by the shareholders to their Depository Participant (DP) for transferring the shares tendered for Buy-back to the Company's DP account with Integrated Enterprises (India) Limited. Copy of the delivery instruction should be duly endorsed by the DP of the shareholder.
3. Copies of approval obtained from RBI for acquisition of KCPSIL’s equity shares (in case of Non residents)
4. Form TS 1 duly filled and signed to enable the Company to obtain necessary permission from RBI for buy-back of the equity shares and payment of consideration thereof (in case of Non residents)

iv. In the delivery instruction please use the "For off-Market Trades (Receiver Details)" box. Fill in "Integrated Enterprises (India) Limited " against DP Name, "IN 301313" against the DP Id and "20396597" against client Id. The date of execution entered in the Delivery Instruction should be on or before the last date of submission of the Tender/ Offer Form to the collection centre or on or before the date of mailing of the Tender Offer Form to the Company, as the case may be, but in no case later than the date of closure of the Offer.

v. The shareholders should also provide all relevant documents in addition to the above documents. Such may include (but not limited to):

1. Duly attested Power of Attorney, if any person other than the shareholder has signed the relevant Tender / Offer Form.
2. Duly attested death certificate / succession certificate in case any of the shareholders has expired.
3. Necessary corporate authorisations, such as Board Resolutions, etc., in case of companies.

vi. Collection Centre

vii. Consideration

1. It is mandatory for the shareholders to indicate the bank account details to which the consideration would be payable at the appropriate place in the Tender / Offer form.
2. Consideration will be paid by crossed account payee cheque / demand draft / pay order / warrant to those shareholders whose offer has been accepted by the Company. The cheque / demand draft / pay order / warrant will be drawn in the name of the first named person in case of joint shareholders and despatched by February 12, 2001. The cheques would be made payable at par at all the centres where the Company is accepting applications and in the designated collection centres as in the case of public issues. Remittance of consideration in the case of non-resident shareholders will be subject to approvals from the Reserve Bank of India, as necessary.
3. In case all the shares tendered for the Buy-back are accepted by the Company then the Delivery Instruction given by the shareholders to their DPs will be acted upon and the consideration will be paid directly to the concerned shareholder as specified above.
4. In case only a part of the shares tendered for Buy-back are accepted by the Company, the Company will instruct its DP, Integrated Enterprises (India) Limited, to transfer back the balance shares not accepted by way of off-market transfer to the concerned DP of the shareholder by February 12, 2001under intimation to the first named beneficial owner by Registered Post. Consideration in respect of shares accepted would be paid directly to the concerned shareholder as specified above.

viii. Non receipt of this Letter of Offer by, or accidental omission to despatch the Letter of Offer to, any person to whom this Offer is made shall not invalidate the Offer in any way. In case of non-receipt of this Letter of Offer, the shareholder(s) may send the application on plain paper in writing (duly signed by all shareholders), stating name, address, number of shares held, Client Id number, DP name, DP Id number, bank account details, number of shares tendered for Buy-back together with a copy of the Delivery Instruction issued to the DP (duly endorsed by the DP) and other relevant documents (as mentioned in iii & v above) to the Registrars to the Offer Integrated Enterprises (India) Ltd. at No. 1, Ramakrishna Street, 2^nd Floor, Kences Towers, Off North Usman Road, T. Nagar, Chennai 600017 by Registered Post / Courier/ hand delivery.

ix. All documents / remittances sent by or to the equity shareholders will be at their own risk. Shareholders of the Company are advised to safeguard adequately their interests in this regard.

As required under Clause 23 of Schedule II to the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, we hereby declare that:

1. there are no defaults subsisting in repayments of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks.
2. the Board of Directors has made a full enquiry into the affairs and prospects of the Company and they have formed the opinion that:

1. as regards the prospects of the Company for the year immediately following the date of the Letter of Offer, 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, in their view will be available to the Company during that year, the Company will be able to meet its liabilities and will not be rendered insolvent within a period of one year from that date and
2. in forming their opinion for the above purposes, the Board of Directors have taken into account the liabilities as if the Company were being wound up, under the provisions of Companies Act, 1956, (including prospective and contingent liabilities)

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 October 30, 2000.

The Board of Directors

K.C.P. SUGAR AND INDUSTRIES CORPORATION LIMITED

Chennai

Dear Sirs,

Sub: PROPOSED BUY BACK BY YOUR COMPANY, OF ITS EQUITY SHARES

We have been informed that the Board of Directors of KCP SUGAR AND INDUSTRIES CORPORATION LIMITED, in their meeting held on October 4, 2000 have decided to buy-back the Company's shares as allowed under Section 77A of the Companies Act, 1956, and that the shareholders of the Company have, at the Extraordinary General Meeting held on 30^th October 2000, approved the buyback upto 20,00,000 (Twenty lakhs only) fully paid Equity Shares of Rs. 10/- each of the company, at a price not exceeding Rs. 35 (Rupees thirty five only) per share, and the same has been confirmed by the Board at their meeting held on 30^th October 2000. In this connection we state as under:

1. The Board of Directors, at its meeting held on October 4, 2000, considered and approved the proposal to buy-back the Company's fully paid equity shares of Rs. 10/- each ("equity shares").
2. The equity shares of the Company are listed on the Madras Stock Exchange (MSE) and the National stock Exchange (NSE). There is at present very thin trading of the shares on NSE and virtually no trading in MSE. The Company through the buy-back intends to provide liquidity to the existing Shareholders. Further the share buy-back programme has been proposed in order to improve returns to the investors and enhance the overall shareholder value. Buy-back will also provide an opportunity to the Shareholders to realise a fair value for their equity shares.
3. The Company will adopt the "Tender Offer Method" to buy back its equity shares on a proportionate basis from the existing shareholders.
4. An amount of Rs. 700 lakhs is required to finance the buyback of the equity shares and the same is proposed to be financed from internal accruals / borrowings. This amount does not exceed 25% of the paid up Share Capital and free reserves of the Company as on 31.3.2000 and the post Buy-back Debt Equity ratio is less than 2.

5. a.The buy-back will made at a price not exceeding Rs. 35/- per equity share. The basis of arriving at the maximum buy-back price is the market price of the equity shares of the Company prevailing on the National Stock Exchange.

b. The average of the weekly high and low of the closing market price of the equity shares on the National Stock Exchange for the 26 weeks ending 22.9.2000 (i.e. the week immediately preceding the date of intimation to the Stock Exchanges about the Board Meeting for considering a buy-back proposal) was Rs. 24.41. The maximum buy-back price of Rs. 35/- per equity share is at a premium of 43.38% over the aforesaid market price. The closing price of the equity shares of the Company on the National Stock Exchange on 26.9.2000 (being the date immediately preceding the date of intimation to the Stock Exchange about the Board Meeting) was Rs. 25/-.

6. The Company intends to buy-back a maximum of 20,00,000 fully paid up equity shares of Rs. 10/- each constituting approximately 15.51% of the fully paid up equity Share Capital of the Company. The shares bought back will be cancelled and the Share Capital of the Company will be reduced to that extent.
7. The Promoters and/or persons acting in control of the Company (hereinafter referred to as "Promoters") will not tender their shares to the Company in the buy-back.

8a. The aggregate shareholding of the Promoters as on the date of the notice is 50,77,024 Equity Shares of Rs. 10/- each constituting 39.38% of the fully paid-up equity Share Capital of the Company.

b.There has been no trading in the equity shares of the Company by the Promoters during the period of six months preceding the date of the Board Meeting at which the buy back was approved from till the date of the notice convening the EGM.

9. The Board of Directors confirm that there are no defaults subsisting in repayments of deposits or repayments of term loans to any financial institutions or banks.
10. The Board of Directors confirm that, based on a full enquiry conducted into the affairs and prospects of the Company, they have formed an opinion that:

• Immediately following the date on which the Extra Ordinary General Meeting (EGM) of the Company is held, there will be no grounds on which the Company could be found unable to pay its debts.
• As regards its prospects for the year immediately following the date of the EGM, having regard to their intentions with respect to the management of the Company's business during the said year and to the amount and character of the financial resources, which in the view of the Board of Directors 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.

11. Text of the Report dated October 4, 2000 received from Messrs Brahmayya & Co., the Statutory Auditors of the Company addressed to the Board of Directors is given below:

1. We have inquired into the state of affairs of the Company in relation to its audited accounts for the year ended March 31, 2000 and projections for the years 2000-01 & 2001-02 approved by the Board of Directors in their meeting held on 4^th October, 2000.
2. The amount of permissible capital payment towards buy-back of Equity shares in question as ascertained below has been properly determined in accordance with Section 77A (2) (C ) of the Companies Act, 1956 :

iii. Based on the representations made by the Company and other information and explanations given to us, which to the best of our knowledge and belief were necessary for this purpose, we report that:

12. The buy-back will be completed within 12 months from the date of passing the resolution as permitted under the Companies Act, 1956. The Company will however endeavour to complete the process at an early date.

19. COMPLIANCE OFFICER & INVESTOR SERVICE CENTRE

1. Compliance Officer:

V.C. Unnikrishnan

General Manager (Finance) and Secretary

K.C.P. Sugar and Industries Corporation Limited

"Ramakrishna Buildings", No. 239 (Old No.183), Anna Salai, Chennai 600006

Phone: (91) (44) 8555175/6 Fax: (91) (44) 8546617 Email: kcpsugfin@vsnl.net

2. Investors Service Centre is at the Registered Office of the Company.
3. The Compliance Officer/ Investor Service Centre can be contacted between 10.00 a.m. to 4.00 p.m. on all working days (Monday to Saturday).
20. REMEDIES AVAILABLE TO THE INVESTORS

1. If the Company makes any default in complying with the provisions of Section 77 A 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 which may extend to two years or with a fine which may extend to Rs 50,000, or both.
2. The address of the concerned office of the Registrar of Companies is "Shastri Bhavan", 26 Haddows Road, Chennai 600006.

As per Regulation 19(1)(a) of the Regulations, the Directors of the Company accept full responsibility for the information contained in this document. This Letter of Offer is issued under the authority of the Board of Directors in terms of the resolution passed by the Board on October 30, 2000.

Dear Sirs

• Corporate Authorisations
• Death Certificate
• Succession Certificate
• Power of Attorney
• Copy of RBI approval (for non residents only)
• Form TS1 (for non residents only)
• Any Other, please specify

12. Details of Bank Account of the Sole / First Shareholder to be incorporated in the consideration warrant

13. Shareholder(s) details (Signature(s) as per specimen recorded with the Company):

(to be filled by the Shareholder)

1. This Offer will open on December 27, 2000 and close on January 22, 2001.
2. This Tender / Offer Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender / Offer form.
3. Shareholders who are yet to receive/collect the new Share Certificates of the Company pursuant to the Scheme of Arrangement with The K.C.P. Ltd. are requested to lodge their old Share Certificates with The K.C.P. Ltd. at No.2, Dr. P.V.Cherian Crescent, Chennai-8 and forward a copy of the acknowledgement to our Registrar. New Share Certificates of KCPSIL will be despatched after receipt of confirmation from The K.C.P. Ltd.
4. The equity shareholders of the Company who wish to tender / offer their shares in response to this Buy-back Offer should deliver the following documents so as to reach before the close of business hours of the respective Collection Centres (as mentioned in Page 2 of the Letter of Offer) on or before January 22, 2001:

• The relevant Tender / Offer Form duly signed (by all the shareholders in case the equity shares are in joint names) in the same order in which they hold the equity shares
• Original Share Certificates
• Copies of approval obtained from RBI for acquisition of KCPSIL equity shares (in case of Non residents).
• Form TS 1 duly filled and signed to enable the Company to obtain necessary permission from RBI for buy-back of the equity shares and payment of consideration thereof (in case of Non residents).

5. The shareholders should also provide all relevant documents in addition to the above documents. Such may include (but not limited to):

• Duly attested Power of Attorney if any person other than the shareholder has signed the relevant Tender / Offer Form.
• Duly attested death certificate / succession certificate in case any of the shareholders has expired.
• Necessary corporate authorisations, such as Board Resolutions, etc., in case of companies.

6. The shareholders to whom this Offer is made are free to tender /offer their shareholding to the Company in whole or in part.

8. In case of non-receipt of this Letter of Offer, the shareholder(s) may send the application on plain paper in writing (duly signed by all shareholders), stating folio number, name, address, number of shares held, share certificate number, distinctive numbers, number of shares tendered for Buy-back, bank account details together with the original equity share certificates and other relevant documents to the Registrars to the Offer Integrated Enterprises (India) Ltd. at No. 1, Ramakrishna Street, 2^nd Floor, Kences Towers, Off North Usman Road, T. Nagar, Chennai 600017 by Registered Post / Courier/ hand delivery.

9. It is mandatory for the shareholders to indicate the bank account details to which the consideration would be payable at the appropriate place in the Tender / Offer form.

10. All documents / remittances sent by or to the equity shareholders will be at their own risk. Shareholders of the Company are advised to safeguard adequately their interests in this regard.

ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY BACK OFFER SHOULD BE ADDRESSED TO THE COMPANY AT ITS REGISTERED OFFICE OR REGISTRARS TO THE OFFER QUOTING YOUR FOLIO NUMBER.

Dear Sirs