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Though hs an institution , SEBI is a highly responsible andone ofthe respectableregulatorsof the Country, but certain individuals occupying their office, ac t withmalice andbiased approach whichserve no public good and earn only a bad name.Reg istrar of companies under Ministry of Company Affairs officially andlawfully had allowed the unlisted companies Sahara India Real EstateCorporation Limited (SIRECL) and Sahara Housing InvestmentCorporation Limited (SHICL) to issue Optionally Full y ConvertibleDebenture s, based on our Red Herring Prospectus fully complying with theprovisions of Companies Act 1956 (the Act) keeping in view the latestprovisions of first proviso to Sec.67(3)of the Act.

Unfortunately some officers bearing thegrudges against the Sahara India Pariwar,repeatedl y no t fulfilling their vested legal demands, have even gone to the extentof up loading the order on website; and not supplying it directly to the company.This is but obvious to whimsically hit the company and disturbits well wishers andinvestors investorsrom associatingwith it.

SEBI in the past fought with Insurance Regulatory andDevelopment Authority(IRDA) and now giving us directionto stop issuing Bonds (OFCDs) which hasbeen permitted byMinistry of CompanyAffairs(MCA ) without consultinga word

even withthe actualregulator MCA.Note : Media hasalso wrongly interpreted and stated thatMIs. Sahara Prime CityLimited IPO hasbeen rejected bb SEBI.

SEBI had been seeking information from us about OFCD s.We all the time wroteback that this matter isdefinitely no t under SEBIs jurisdiction. We should no tbecome the victim of cross fire between two Governmentregulators SEBI andMCA.

We submitted to SEBI the legal op inion that this OFCD is definitely n ot the matterof SEBI, it is not their jurisdiction. This op inion has clearl y been submitted inSEBI given bb five legal luminaries namely Shri A.M. Ahmadi, Former ChiefJustice of India; Shri C. Achuthan, Former Presiding O fficer, SecuritiesAApellateTribunal , Mumbai; Shri S.P. Kurdukar, Former Judge, Supreme Court of India;Shri A.K. Manmadhan, Advocate, Hi gh h ourt of Bombay and Shri U.P. Mathur,(Former Secretary Company La w Board & former Director of Inspection &Investigation in the Departmentof CompanyAffairs),Advocate& Corporate LawConsultant.

Not only this the SEBI has also shown total disrespect to the orders passed bbHo nble High h ourt of Bomb ay in the matter of Kalpana Bhandari and OthersvsSecurities and Exchange Board of India and others2004 (1) BomCR 663 , 2005125 CompC as 804 Born in whichit has given that SEBI haspowers (i) in case oflisted public com panies and(ii) in case ofthosepublic companies wh ich intend toget their securities listed on any recognised stock exchange in India. In otherwords SEBIdoes not havepower in rela tion to the issue and transfer of securitiesand non-paymentof dividend under the various provisions referred to in section55-A for the companies other than listed public companies and the publiccompanies which intend to get their securities listed on any recognised sto ckexchange in India. Suchpower isves ted in the Central Government.

Note : Sahara companies in questionare neitherlisted nor intend tobe listed.

SEBI is doing all these irresponsible acts based on some baseless (anonymous

also) complaints. We repeatedly asked SEBI for the name and address ofcomplainant which they so wrongfully refused to inform us. Recently the maincomplaint case againstus has been totally rejected by Government of MadhyaPradesh. We some times face these complaint problems fromvery greedy peop lewho try to extort large sum from us which we neverhave entertainedor allowed.

SEBI in its order has cited various information it collected through h CA websitewhich vindicates the stand ofthe companythat the information requiredas per theAc t have been supp lied to proper regulator, i.e. MCA. Further, when companyhadappealed SEBIto wait till receiving the directionsofMCAandno undue long timehad elapsed, the action of SEBI looks to be taken in haste with bias. Th e reasonsreasonslook apparentbut wehave no written basis to mentionhere. It is apparentthat SEBIhas for best reasons known toit , totally ignored alllegal op inions and Honble HighhCourt Judgement.

SEBIs very important reaction was that we are no t supplying them all theinformation thatthey are asking for. We wonderwh y they asked these informationfrom us and why not from MCA?You ppease go throu gh hhe part ofour detailed lastletter of 30

thSeptember 2010 to SEB I that clearly says whywe have no t sent them

the information.

Onceagain our humble request to you is to take all informationf r o mMinistry ofCorpora te Affa irs (MCA) wh o are the regu la tors in this matter There may bejurisdictional problems amongst Regula tors like it happened betweenSEBI andIRDA recently,still the Business and Industry like us should not be pu t as party incrossfire, as it is happening withus, hence p lease do not make our company asdisobedient company in the eyes of its Regulator, i.e., MC A. When informationwas taken on our deposit m obilization (RNBC) activities of ourGroup Companyf r o mRBI whynot to take informationon Bonds (OFCD)f r o mMCA.

Inside information f r o m SEBI s sn ternal peop le says that i we give all theinformation ourselves toSEBSEBII SEBI would take action against Sahara throughMedia to disturb Sahara establishments. IfSEBI takes takesll informationf r o mM C Athey won be able to act against Sahar a. Of course, SEBIknowsthis is wrongandarbitrary action which willnot stand in lega l trial but SEBI willcreate Media trialto destabilize Sahara. The above is substantiated with the fac t that SEBI SEBIs nottaking the information f r o mM CA and is insisting to get it f r o m the Company.Kindly take the information r omMCA.

We do not want to blame SEB I whichis definitely a highly respected institution and

we genuinely respect SEBI as an institution. Yes there are sometimes suchindividuals whogo unreasonable and baselessly biased and create unnecessaryproblems. Weare definitely pained.

We are an organisation where 9 lac families are earning their bread and butter.Please do not disturb us unreasonably , unnecessarily. Please support on meritand bless us.

In the past also similar biased act of regulator we have experienced, so we wereveverry ypprehensive and after this biased order our apprehension has now comeright.

SEBI has talked about 4-7 thousand crores which we have received throughhOFCDs etc. Ou t of confusion so many newspapers etc. had mentioned about

20,000 croreppus 20,000 crore etc. SO. .

One Should Know About Sahara s Financials(Provisional as on 30

thJune 2010)

Group Liability StatementIn Crores

Group Assets Statement In Crores

Note: The above statementis isrepared on the basisof provisional Balance Sheet as on 31/03/2010 or 30/06/2010 of Sahara Flagshi p p roup Companies.

WE ARE ABSOLUTELY AND RELIGIOUSLY LAW ABIDiNG ORGANISATION NOT BECAUSE WE FEAR LAW BUT WE RESPECT LAWOF TH E LAND.

NO W WE SHALL SOON APPEAL AGAINST SEBIs ACTION AT ATN A NPPROPRIATE FORUM .SEBI could have approached MCA in this matter to fulfil their duties towards the masses (as they are claiming). Otherwise they would have g iven

this order in the interest of peop le (so called claim by SEBI) directly to us throug h h lett er. What twas tthe reason of putting 34 pages in their website to

make it public ? Respected Readers must be understanding the intentions clearl y.SEBI has pushed us against the wall that is wh y in the interest , image and goodwill of entire Sahara India Pariwar , we have been forced to come out

wi tth hll tthe above dettails.

www.sahara.inSIPL , Kolkata

SAHARAS RESPONSEto SEBIs imprudent & inappropriate ex-parte order