LETTER OF OFFER - Securities and Exchange Board of India

(c) Interest Payments: For interest payments by the Acquirer/ PACs for delay in payment of Open Offer
Price, if any, NRIs, OCBs, and other non-resident Shareholders (excluding FII) will be required to
submit a NOC or Certificate for Deduction of Tax at Lower Rate from the income tax authorities under
the Income Tax Act indicating the amount of tax to be deducted by the Acquirer/ PACs before
remitting the consideration. The Acquirer/ PACs will arrange to deduct taxes at source in accordance
with such NOC or Certificate for Deduction of Tax at Lower Rate.
(d) In case the NOC or Certificate for Deduction of Tax at Lower Rate is not submitted, the Acquirer/
PACs will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant
category to which the Shareholder belongs under the Income Tax Act on the entire consideration
payable as interest to such Shareholder.
(e) All NRIs, OCBs and other non-resident Shareholders (excluding FIIs) are required to submit their PAN
for income tax purposes. In case the PAN is not submitted or is invalid or does not belong to the
Shareholder, Acquirer/PACs will arrange to deduct tax at the rate of 20% (as provided in section
206AA of the Income Tax Act) or the rate, as may be applicable to the category of the Shareholder
under the Income Tax Act, whichever is higher.
(f) Treaty Benefits: Any NRIs, OCBs and other non-resident Shareholders (excluding FIIs) claiming
benefit under any Double Taxation Avoidance Agreement (“DTAA”) between India and any other
foreign country should furnish the ‘Tax Residence Certificate’ provided to him / it by the Income Tax
Authority of such other foreign country of which it claims to be a tax resident. In the absence of such
Tax Residence Certificate, the Acquirer/ PACs will arrange to deduct tax in accordance with the
provisions of the Income Tax Act and without having regard to provisions of any DTAA.
III. Tax Implications in case of FII
(a) Tax Benefits for FIIs in respect of the consideration paid by the Acquirer/PACs: As per the provisions
of Section 196D (2) of the Income Tax Act, no deduction of tax at source is required to be made from
any income by way of capital gains arising from the transfer of securities referred to in Section 115AD
of the Income Tax Act, to an FII, as defined in Section 115AD of the Income Tax Act, subject to the
following conditions:
i. FIIs are required certify the nature of their holding (i.e. whether held on Capital Account as
Investment or on Trade Account) of the shares in the Target Company by selecting the
appropriate box in the Form of Acceptance-cum-Acknowledgement. The benefits under
Section 196D(2) are applicable in case the Shares are held on Capital Account;
ii. FIIs shall also certify the nature of its income (i.e. whether capital gains or business income)
on the sale of shares in the Target Company by selecting the appropriate box in the Form of
Acceptance-cum-Acknowledgement. The benefits under Section 196D(2) are applicable in
case the nature of the FII’s income is capital gains.
(b) The absence of certificates/ declarations as contemplated in clause (a) above (as applicable),
notwithstanding anything contained in clause (a) above, the Acquirer/ PACs shall deduct tax at the
maximum marginal rate as may be applicable to the category of the Shareholder under the Income Tax
Act, on the entire consideration amount payable to such Shareholder (i.e. FII).
(c) In case it is certified by the FII that shares held by such FII in the Target Company are held on Trade
Account no deduction of tax at source shall be made if such FII furnishes a Tax Residence Certificate
and furnishes a self declaration stating that such FII does not have a permanent establishment in India,
in terms of the DTAA entered between India and the country of tax residence of such FII. In the
absence of such certificates/declarations, the Acquirers/PACs shall deduct tax at the maximum
marginal rate as may be applicable to the category of the Shareholder under the Income Tax Act, on the
entire consideration amount payable to such Shareholder (i.e. FII).
(d) Notwithstanding anything contained in clause (a) to (c) above, in case an FII furnishes a NOC or
Certificate for Deduction of Tax at Lower Rate, the Acquirer/ PACs will arrange to deduct taxes at
source in accordance with such NOC or Certificate for Deduction of Tax at Lower Rate.
(e) Interest Payments: For interest payments by the Acquirer/ PACs for delay in payment of Open Offer
Price, if any, FIIs will be required to submit a NOC or Certificate for Deduction of Tax at Lower Rate
from the income tax authorities under the Income Tax Act indicating the amount of tax to be deducted
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