DRAFT LETTER OF OFFER CIN : L24219DL1985PLC020126 ... · 3. A shareholder cannot renounce their...

DRAFT LETTER OF OFFER

Registered Office: 82, Abhinash Mansion,1st Floor, Joshi Road, Karol Bagh, New Delhi 110005, India.

Phone No.: +91-11-64656800-02; Fax: +91-11-43850614; Email: [email protected] website www.dhanuka.com; CIN : L24219DL1985PLC020126

Corporate Office : 14th Floor, Building 5A, DLF Cyber Terrace, Cyber City, DLF Phase III Gurgaon- 122002, Haryana, Phone: +91-124-3838500

Contact Person & Compliance officer for the Buyback- Kapil Garg OFFER FOR BUYBACK OF 9,41,176 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF Rs 2 EACH (“EQUITY

SHARES”) AT A PRICE OF Rs 850 (RUPEES EIGHT HUNDRED FIFTY ONLY) PER FULLY PAID-UP EQUITY SHARE ON

PROPORTIONATE BASIS THROUGH THE TENDER OFFER PROCESS FROM THE SHAREHOLDERS AS ON RECORD

DATE.

BUYBACK DETAILS

Small Shareholders Shareholder holding upto [●] Equity Shares as on Record date

Small Shareholder Portion 1,41,176 Equity Shares shall be for Small Shareholders

General Shareholders Shareholder holding more than [●] equity shares as on Record date

Entitlement Ratio For Small Shareholder [●] for every [●] held on Record Date and For General Shareholders [●] for every [●] Record Date

Record Date January 13, 2017. Shareholders as on Record Date will be sent the Letter of Offer

1. Participation in this Buyback is voluntary. For clarifications on decision of participation, you should consult your

stockbroker or investment consultant.

2. You can contact the Manager to the Buyback or to the Registrar to the Buyback or Compliance Officer to the Buyback

for any clarification regarding the process of participation in the Buyback.

3. A shareholder cannot renounce their entitlement to any other shareholder

4. Please refer to the section on ‘Definitions’ for the definition of the capitalized terms used herein.

5. A copy of the Public Announcement issued on January 4, 2017 and this Draft Letter of Offer is available on

the website of the Company, Securities and Exchange Board of India - http://www.sebi.gov.in

Manager to the Buyback Registrar to the Buyback

Emkay Global Financial Services Limited SEBI Reg. No.: INM000011229 The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai – 400 028 Tel: +91 22 66121212; Fax: +91 22 66121255 Website: www.emkayglobal.com; Email: [email protected]; Contact Person: Mr. Rajesh Ranjan/ Deepak Yadav

Abhipra Capital Limited SEBI Reg No.INR000003829 Abhipra Complex, A-387, Dilkush Industrial Area, G.T. Karnal Road, Azadpur, Delhi-110033 Tel : 91 11 42390725; Fax : 91 11 42390725 Email : [email protected] Contact Person : Mr. Dinesh Kumar Aggarwal

PROPOSED TIME TABLE

Date of Board meeting for considering Buyback November 10, 2016

Date of Shareholders meeting approving the considering Buyback January 2, 2017

Date of Share Buyback Committee meeting January 3, 2017

Date of Public Announcement January 4, 2017

Date of sending the Letter of Offer to Equity Shareholder(s) / Beneficial Owner(s) of Equity Shares of the Company as on the Record Date

[●]

Date of Opening of Buyback [●]

Date of Closing of Buyback [●]

Last date of receipt of completed Tender Forms and other specified documents including physical share certificates by the Registrar and Transfer Agent

[●]

Last date for confirmation of Bids received by Registrar [●]

Last date of providing acceptance to the Stock Exchange by the Registrar [●]

Last date of settlement of bids on the Stock Exchange [●]

Last date of dispatch of share certificate(s) by Registrar / return of unaccepted demat shares by Stock Exchange to Selling Member

[●]

Last Date of Extinguishment of Shares [●]

mailto:[email protected]

http://www.dhanuka.com/

http://www.emkayglobal.com/

Draft Letter Of Offer

2

1. INDEX

S. No Paragraph heading Page no

1. KEY DEFINITION 3

2. DISCLAIMER CLAUSE 6

3. BOARD MEETING FOR BUYBACK 7

4. SHAREHOLDER APPROVAL FOR THE BUYBACK 7

5. NECESSITY FOR THE BUY BACK 7

6. MAXIMUM AMOUNT REQUIRED UNDER THE BUY BACK AND ITS PERCENTAGE OF THE TOTAL PAID UP CAPITAL AND FREE RESERVES

8

7. MAXIMUM BUYBACK PRICE AND THE BASIS OF ARRIVING AT THE BUYBACK PRICE

8

8. MAXIMUM NUMBER OF SECURITIES THAT THE COMPANY PROPOSES TO BUY BACK

9

9. DETAILS OF PROMOTER SHAREHOLDING 9

10. PROMOTER AND PROMOTER GROUP INTENTION TO PARTICIPATE IN THE BUYBACK

10

11. DETAILS OF ESCROW ACCOUNT OPENED AND THE AMOUNT DEPOSITED THEREIN

11

12. BRIEF INFORMATION ABOUT THE COMPANY 11

13. FINANCIAL INFORMATION 12

14. EQUITY CAPITAL STRUCTURE AND CURRENT SHAREHOLDING PATTERN

13

15. LISTING DETAILS AND STOCK MARKET DATA 14

16. DETAILS OF STATUTORY APPROVALS OBTAINED 15

17. MANAGEMENT DISCUSSION AND ANALYSIS ON THE LIKELY IMPACT OF BUYBACK ON THE COMPANY

16

18. COLLECTION CENTRE 16

19. METHOD TO BE ADOPTED FOR BUYBACK 16

20. RECORD DATE, RATIO OF BUYBACK AND ENTITLEMENT OF EACH SHAREHOLDER

17

21. FRACTIONAL ENTITLEMENTS 18

22. PROCEDURE FOR TENDERING SHARES AND SETTLEMENT 19

23. NOTE ON TAXATION 25

24. MATERIAL DOCUMENTS FOR INSPECTION 25

25. DECLARATION BY THE BOARD OF DIRECTORS 26

26. CERTIFICATE Of AUDITOR 27

27. MANAGER TO THE BUYBACK 28

28. REGISTRAR TO THE BUYBACK 28

29. COMPLIANCE OFFICER 28

30. DIRECTORS’ RESPONSIBILITY STATEMENT 29


3

KEY DEFINITION

Act/ Companies ACT / Companies Act, 2013

The Companies Act, 2013, as amended and applicable rules thereunder

Articles Articles of Association of the Company

Acquisition Window

The facility for acquisition of Equity Shares through mechanism provided by the Designated Stock Exchange in the form of a separate window in accordance with the SEBI Circular

Board / Board of Directors

Board of Directors of the Company

Board Meeting Meeting of Board of Directors of Company on November 10, 2016 proposing the Buyback

BSE BSE Limited

Buyback Regulations

Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998

Buyback Committee or Committee or Share Buyback Committee

The committee of the Board constituted and authorized for the purposes of the Buyback by way of a resolution of the Board dated November 10, 2016.

Buyback Entitlement or Entitlement

The number of Equity Shares that an Eligible Shareholder is entitled to tender, in the Buyback, based on the number of Equity Shares held by such Eligible Shareholder, on the Record Date and the ratio / percentage of Buyback applicable to such Shareholder

Buyback or Buyback Offer or Offer

Offer to buyback 9,41,176 Equity Shares of Rs.2/- each of DAL at a price of Rs. 850/- per Equity Share in accordance with the Buyback Regulations and relevant provisions of the Act via the tender offer route

Buyback Price or Offer Price

Price at which Shares will be bought back from the Shareholders i.e. Rs. 850/- per Equity Share

Buyback Size or Offer Size

Buyback for an aggregate amount of Rs. 80 Crores (Rupees Eighty Crores only)

Clearing Corporation/ ICCL

Indian Clearing Corporation Limited

Company /DAL Dhanuka Agritech Limited

Crore/ Crores One Hundred Lakh

Designated Stock Exchange

BSE Limited

Draft Letter of Offer

Draft letter of offer dated January 10, 2017 filed with SEBI through the Manager to the Buyback Offer, containing disclosures in relation to the Buyback as specified in Schedule III of the Buyback Regulations

DP(s) Depository Participants

Equity Share(s) or Share(s)

Company’s fully paid-up equity share(s) of face value of Rs. 2/- (Rupees Two only) each

Equity Shareholder(s) or Shareholder(s) or Members

Holders of the Equity Shares of the Company


4

Eligible Person(s) or Eligible Shareholder(s)

Person(s) eligible to participate in the Buyback Offer and would mean all Equity Shareholders/beneficial owner(s) of Equity Shares of the Company as on Record Date i.e. January 13, 2017

Escrow Account

Escrow account opened in accordance with Buyback Regulations, in the name of “DAL Escrow A/c”

Escrow Agent / Escrow Bank

HDFC Bank Limited

Escrow Agreement

The escrow agreement dated January 6, 2017 entered into between the Company, Escrow Agent and the Manager

Escrow Consideration

Cash deposit of Rs. 80 Lacs (Rupees Eighty Lacs only) in Escrow Account and Rs 19.20 Crores- (Rupees Nineteen Crores Twenty Lacs only ) through bank guarantee in favor of Manager to the Buyback totaling to Rs 20 Crores (Rupees Twenty Crores only)

FEMA Foreign Exchange and Management Act, 1999

Form Tender forms

General Category

Eligible Shareholders other than the Small Shareholders

IT Act/ Income Tax Act

Income-tax Act, 1961, as amended

Lakh/ Lac/Lacs One hundred thousand

Letter of Offer The letter of offer dated [●] containing disclosures in relation to the Buyback as specified in the Buyback Regulations, including comments received from SEBI on the Draft Letter of Offer

Manager to the Buyback or Manager to the Offer

Emkay Global Financial Services Limited

Maximum Buyback Offer Size

Buyback for an aggregate amount not exceeding Rs. 80 Crores (Rupees Eighty Crores only)

Maximum Buyback Price

Price not exceeding Rs. 850 (Rupees Eight Hundred and Fifty only) per Equity Share

Maximum Buyback Share

At Buyback Price, the number of Equity Shares that can be bought back would be 9,41,176 fully paid-up Equity Shares

NSE National Stock Exchange of India Limited

OCB Overseas Corporate Bodies

Offer Period or Tendering Period

Period of ten working days from the date of opening of the Buyback Offer i.e. [●] till its closure i.e. [●] (both days inclusive)

Offer Documents

Draft Letter of Offer or Letter of Offer, as the case may be

Public Announcement

The public announcement, made in accordance with the Buyback Regulations, dated January 03, 2017, published on January 04, 2017 in all editions of the Financial Express (English national daily) and Jansatta (Hindi National daily)

PAN Permanent Account Number

Record Date January 13, 2017 the date for the purpose of determining the entitlement and the names of the Equity Shareholders, to whom this Draft Letter of Offer will be sent and who are eligible to participate in the Buyback Offer in accordance with Buyback Regulations.

Registrar to the Buyback or Registrar to the Offer

Abhipra Capital Limited

SEBI The Securities and Exchange Board of India


5

SEBI Circular Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide circular CIR/ CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 as amended

Seller Member or Seller Broker

A Stock broker (who is a member of the BSE) of an Eligible Shareholder, through whom the Eligible Shareholder wants to participate in the Buyback

Small Shareholder

An Equity Shareholder, who holds Equity Shares of market value not more than Rs. 200,000/- (Rupees Two Lacs Only), on the basis of closing price on the recognized stock exchange registering the highest trading volume, as on Record Date

Share Capital Rules

Companies (Share Capital and Debentures) Rules, 2014

Shareholders Holders of Equity Shares and includes beneficial owners thereof

Shareholders Approval

Special resolution, through the Postal Ballot Notice dated November 10, 2016 (“Postal Ballot Notice”), the results of which were announced on January 2, 2017 approving the buyback of the Company’s fully paid-up equity shares

Stock Exchanges

BSE and NSE

Stock Exchange

Stock Exchange means Designated Stock Exchange

Takeover Regulations

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended

Tender Offer Method of buyback as defined in Regulation 2(1)(o) of the Buyback Regulations

TRS Transaction Registration Slip


6

2. DISCLAIMER CLAUSE

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

It is to be distinctly understood that submission of the Draft 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 Offer Document. The Manager to the

Buyback, Emkay Global Financial Services Limited certifies that the disclosures made in the Offer

Document are generally adequate and are in conformity with the provisions of the Companies Act and the

Buyback Regulations. This requirement is to facilitate investors to take an informed decision for tendering

their Equity 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 Offer Document, 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 Emkay Global Financial Services Limited has

furnished to SEBI a due diligence certificate dated January 11, 2017 in accordance with Buyback

Regulations, which reads as follows

“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 Draft Letter

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

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

and papers relevant to the Buyback

All legal requirements connected with the said Buyback including Buyback Regulations, have been

duly complied with

The disclosures in the Public Announcement and Draft 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.

Funds used for Buyback shall be as per the provisions of the Companies Act, 2013, as amended”

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

liabilities under the provisions of the Companies Act or from the requirement of obtaining such statutory

or other clearances as may be required for the purpose of the proposed Buyback

Promoters/ directors of the Company declare and confirm 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/ mis-representation 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 promoters/ directors and the Company shall be liable for penalty in terms of the

provisions of the Companies Act and the Buyback Regulations.

The promoters/ directors also declare and confirm that funds borrowed from banks and financial institutions

will not be used for the Buyback.


7

3. BOARD MEETING FOR BUYBACK

3.1. Date of the Board meeting at which the proposal for buy back was approved by the Board of

Directors of the company

The Board of Directors of the Company at their meeting held on November 10, 2016, has subject to

the approval of the Members of the Company by way of a special resolution and approval of statutory,

regulatory or governmental authorities, as may be required under applicable laws, approved a buyback

for an amount agreegrating to Rs. 80 Crores (Rupees Eighty Crores only) (hereinafter referred to as

the “Maximum Buyback Offer Size”) and being 16.68% of the total paid-up equity capital and free

reserves of the Company as on March 31, 2016 (being the date of the last audited accounts of the

Company), at a price not exceeding Rs. 850 (Rupees Eight Hundred and Fifty only) per Equity Share

(hereinafter referred to “Maximum Buyback Price”) from all existing Shareholders of the Company on

the record date to be determined by Board, on a proportionate basis through “Tender Offer” route in

accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of

Securities) Regulations, 1998 (“Buyback Regulations”) and the Companies Act, 2013 and rules made

thereunder (including any statutory modification(s) or re-enactment of the Companies Act, 2013 or

Buyback Regulations, for the time being in force). The Maximum Buyback Offer Size excludes

transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp

duty etc (“Transaction Costs”).

4. SHAREHOLDER APPROVAL FOR THE BUYBACK:

Shareholders of the Company, by a special resolution, through the Postal Ballot Notice dated

November 10, 2016 (“Postal Ballot Notice”), the results of which were announced on January 2, 2017

(“Shareholders Approval”) approved, the buyback of the Company’s fully paid-up equity shares of face

value of Rs 2/- (Rupees Two only) each (“Equity Shares”) from the Existing Shareholders / beneficial

owners, on a proportionate basis, through the tender offer process (“Buyback”) pursuant to Article 12

of the Articles of Association of the Company and in accordance with Sections 68, 69 and 70 and all

other applicable provisions of the Companies Act, 2013 (“Companies Act” or “the Act”) and the

Buyback Regulations, at a price not exceeding of Rs 850/- (Rupees Eight Hundred and Fifty Only)

per Equity Share payable in cash, for an aggregating to Rs 80 Crores /- (Rupees Eighty Crores Only).

The Buyback Price per Equity Share and the Buyback Size do not include transaction costs

(“Transaction Costs”).

Pursuant to the Shareholders Approval, the Share Buyback Committee at its meeting held on January

03, 2017 have determined the final Buyback Price of Rs 850/- (Rupees Eight Hundred and Fifty Only)

(the “Buyback Price”) and Buyback size of Rs 80 Crores /- (Rupees Eighty Crores Only) (the “Buyback

Size”) excluding the transaction costs viz. brokerage, applicable taxes such as securities transaction

tax, service tax, stamp duty etc and maximum number of Share to be bought back to be 9,41,176;

representing 1.88% of the total issued and paid-up capital of the Company.

5. NECESSITY FOR THE BUY BACK;

5.1. Share buyback is the acquisition by a company of its own shares. The objective is to return surplus

cash to the members holding Equity Shares of the Company. The Board at its meeting held on

November 10, 2016, considered the accumulated free reserves as well as the cash liquidity reflected

in the audited accounts for the financial year ended March 31, 2016 and considering these, the Board

decided to allocate a sum of not exceeding Rs. 80 Crores (Rupees Eighty Crores only) for returning to

the members holding Equity Shares of the Company through the Buyback. Buyback is a more efficient

form of returning surplus cash to the members holding Equity Shares of the Company, inter-alia, for

the following reasons:


8

5.1.1. The Buyback will help the Company to return surplus cash to its members holding Equity

Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to

members;

5.1.2. The Buyback, which is being implemented through the Tender Offer route as prescribed

under the Buyback Regulations, would involve allocation of higher number of shares as per

their entitlement or 15% of the number of shares to be bought back, reserved for the Small

Shareholders. The Company believes that this reservation for Small Shareholders would

benefit a large number of public shareholders, who would get classified as “Small

Shareholder”.

5.1.3. The Buyback may help in improving return on equity, by reduction in the equity base, thereby

leading to long term increase in shareholders’ value;

5.1.4. The Buyback gives an option to the members holding Equity Shares of the Company, who

can choose to participate and get cash in lieu of Equity Shares to be accepted under the

Buyback or they may choose not to participate and enjoy a resultant increase in their

percentage shareholding, post the Buyback, without additional investment;

5.1.5. Optimizes the capital structure.

6. MAXIMUM AMOUNT REQUIRED UNDER THE BUY BACK AND ITS PERCENTAGE OF THE TOTAL

PAID UP CAPITAL AND FREE RESERVES

6.1. The maximum amount (excluding Transaction Costs) required under the Buyback will be not

exceeding Rs. 80 crores (Rupees Eighty Crores only) which is 16.68% of the aggregate of the fully

paid-up share capital and free reserves as per the audited accounts of the Company for the financial

year ended March 31, 2016.

6.2. The Buyback would be financed out of free reserves of the Company. The Company shall transfer

from its free reserves a sum equal to the nominal value of the Equity Shares bought back through the

Buyback to the Capital Redemption Reserve Account and the details of such transfer shall be

disclosed in its subsequent audited balance sheet. The funds borrowed, if any, from Banks and

Financial Institutions will not be used for the Buyback.

6.3. The Company confirms that as required under Section 68(2) (d) of the Companies Act, the ratio of the

aggregate of secured and unsecured debts owed by the Company shall be not more than twice the

paid-up capital and free reserves after the Buyback.

7. MAXIMUM BUYBACK PRICE AND THE BASIS OF ARRIVING AT THE BUYBACK PRICE

7.1. Pursuant to the Shareholders Approval, the Share Buyback Committee at its meeting held on January

3, 2017 determined the final Buyback Price of Rs 850/- (Rupees Eight Hundred and Fifty Only) (the

“Buyback Price”)

7.2. The Buyback Price has been arrived at after considering various factors such as the average closing

prices of the Equity Shares of the Company on Stock Exchanges where the equity shares of the

Company are listed, the net worth of the Company and the impact of the Buyback on the key financial

ratios of the Company.


9

7.3. The Buyback Price of Rs. 850 (Rupees Eight Hundred Fifty only) per Equity Share represents (i)

premium of 29.91% and 29.59% over the volume weighted average price of the Equity Shares on BSE

and NSE respectively, for 2 weeks preceding the date of intimation to the BSE and NSE for the Board

Meeting to consider the proposal of the Buyback; (ii) premium of 27.59% and 27.67% over the closing

market price of the Equity Shares on BSE and NSE respectively, as on the date of the intimation to

BSE and NSE for the Board Meeting to consider the proposal of the Buyback.(iii) premium of 13.48%

and 13.05% over the opening market price of the Equity Shares on BSE and NSE respectively, as on

the date of Share Buyback Committee meeting held on January 3, 2017 to determine final terms &

conditions of Buyback.

8. MAXIMUM NUMBER OF SECURITIES THAT THE COMPANY PROPOSES TO BUY BACK

8.1. At Buyback Price the number of Equity Shares that can be bought back would be 9,41,176 fully paid-

up Equity Shares (“Maximum Buyback Share”), representing 1.88% of the total issued and paid up

equity capital of the Company.

9. DETAILS OF PROMOTER SHAREHOLDING AND INTENTION TO PARTICIPATE IN THE

BUYBACK

9.1. The aggregate shareholding of the promoter and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company as on the date of the Offer Document;

Shareholding of the Promoters and Promoter Group of the Company:

Sr. No. Name of Shareholder Number of Shares held

Percentage holding (%)

1 Arun Kumar Dhanuka HUF 11 0

2 Gobind Lal Dhanuka HUF 11 0

3 Smt.Pushpa Dhanuka 22 0

4 Ram Gopal Agarwal HUF 62 0

5 Mridul Dhanuka HUF 62 0

6 Smt.Mamta Dhanuka 9,204 0.02

7 Satyanarain Agarwal HUF 41,000 0.08

8 Mr.Abhishek Dhanuka 83,000 0.17

9 Mahendra Kumar Dhanuka HUF 1,94,856 0.39

10 Mr.Manish Dhanuka 3,30,112 0.66

11 Mr.Ram Gopal Agarwal 3,79,753 0.76

12 Mr.Rahul Dhanuka (1) 3,81,494 0.76

13 Smt.Uma Dhanuka (2) 30,959 0.06

14 Mr.Mridul Dhanuka 30,959 0.06

15 Smt.Megha Dhanuka(1) 30,959 0.06

16 Mr.Mahendra Kumar Dhanuka (1) 30,959 0.06

17 Mr.Harsh Dhanuka 30,959 0.06

18 Mr.Arun Kumar Dhanuka 39,607 0.08

19 Mr.Arjun Dhanuka 9,209 0.02

20 Smt.Seema Dhanuka 13,808 0.03

21 Mr.Satya Narain Agarwal 22,500 0.04

22 Smt.Madhuri Dhanuka 30,680 0.06

23 Smt.Akangsha Dhanuka(2) 30,959 0.06

24 Smt.Urmila Dhanuka 30,959 0.06

25 Pushpa Dhanuka Trust 54,17,266 10.83


10

26 Triveni Trust 3,03,39,712 60.66

27 Hindon Mercantile Limited 31 0

28 Golden Overseas Private Ltd 31 0

29 Exclusive Leasing & Finance Limited 31 0

Total 3,75,09,175 74.99

Note (1) Director in Golden Overseas Private Ltd (2) Director in Hindon Mercantile Limited

9.2. No Equity Shares of the Company have been purchased/sold by any member of the

promoter/promoter group, directors and key managerial personnel of the Company during the period from Six months preceding the date of the Board Meeting at which the Buyback was approved and from the date of the Board Meeting till the date of the Public Announcement; and Twelve months preceding the Public Announcement.

10. PROMOTER AND PROMOTER GROUP INTENTION TO PARTICIPATE IN THE BUYBACK

10.1. In terms of the Buyback Regulations, under the Tender Offer route, various person belonging to the promoter and promoter group of the Company have the option to participate in the Buyback. In this regard, the promoters and promoter group have expressed their intention vide their letter dated November 8, 2016, to participate in the Buyback and offer up to an aggregate maximum number of 3,73,62,675 Equity Shares as mentioned below or such lower number of Shares as required in compliance with the Buyback Regulations/terms of the Buyback.

10.2. Details of the date and price of acquisition of the Equity Shares that Promoters and Promoter

Group, intend to tender in the Buyback, are set out below:

Sr. No.

Name of Shareholder Number of Shares held

Date of acquisition

Cost of Acquisition

Remarks

1. Arun Kumar Dhanuka HUF 11 2/12/2015 20 scheme of arrangement#

2. Gobind Lal Dhanuka HUF 11 2/12/2015 20 scheme of arrangement#

3. Smt. Pushpa Dhanuka 22 2/12/2015 40 scheme of arrangement#

4. Ram Gopal Agarwal HUF 62 2/12/2015 20 scheme of arrangement#

5. Mridul Dhanuka HUF 62 2/12/2015 20 scheme of arrangement#

6. Smt. Mamta Dhanuka 9,204 2/12/2015 16,650 scheme of arrangement#

7. Mahendra Kumar Dhanuka HUF 40,000 23/05/2007

80,000

scheme of arrangement*

1,54,856 2/12/2015 50,020 scheme of arrangement#

8. Mr. Manish Dhanuka 2,85,900 23/05/2007 4,48,800 scheme of arrangement*

44,212 2/12/2015 10,74,980 scheme of arrangement#

9. Mr. Ram Gopal Agarwal 1,94,000 23/05/2007 3,88,000 scheme of arrangement*

1,85,753 2/12/2015 60,000 scheme of arrangement#

10. Mr. Rahul Dhanuka

3,50,535 23/05/2007 7,01,070 scheme of arrangement*

30,959 2/12/2015 10,000 scheme of arrangement#

11. Smt. Uma Dhanuka 30,959 2/12/2015 10,000 scheme of arrangement#

12. Mr. Mridul Dhanuka 30,959 2/12/2015 10,000 scheme of arrangement#

13. Smt. Megha Dhanuka 30,959 2/12/2015 10,000 scheme of arrangement#

14. Mr. Mahendra Kumar Dhanuka 30,959 2/12/2015 10,000 scheme of arrangement#

15. Mr. Harsh Dhanuka 30,959 2/12/2015 10,000 scheme of arrangement#


11

16. Mr. Arun Kumar Dhanuka 39,607 2/12/2015 10,66,650 scheme of arrangement#

17. Mr. Arjun Dhanuka 9,209 2/12/2015 24,980 scheme of arrangement#

18. Smt. Seema Dhanuka 13,808 2/12/2015 24,980 scheme of arrangement#

19. Smt. Madhuri Dhanuka 30,680 2/12/2015 9,910 scheme of arrangement#

20. Smt. Akangsha Dhanuka 30,959 2/12/2015 10,000 scheme of arrangement#

21. Smt. Urmila Dhanuka 30,959 2/12/2015 10,000 scheme of arrangement#

22. Pushpa Dhanuka Trust 54,17,266 2/12/2015 40 scheme of arrangement#

23. Triveni Trust 3,03,39,712 2/12/2015 9,80,000 scheme of arrangement#

24. M/s. Hindon Mercantile Limited 31 2/12/2015 10 scheme of arrangement#

25. M/s. Golden Overseas Private Ltd 31 2/12/2015 10 scheme of arrangement#

26. M/s. Exclusive Leasing & Finance Limited

31 2/12/2015 10 scheme of arrangement#

Total 3,73,62,67 2,36,17,870

*Pursuant to Scheme of Amalgamation of Northern Minerals Ltd with the Company as adjusted for Sub-division of shares of the Company from Rs. 10 each to Re. 2 each on 04/09/2010 #Pursuant to Comprehensive Scheme of Amalgamation of A.M. Bros. Fintrade Pvt. Ltd. and Dhanuka Finvest Pvt. Ltd. with the Company.

11. DETAILS OF ESCROW ACCOUNT OPENED AND THE AMOUNT DEPOSITED THEREIN

11.1. Towards security for performance of obligations and in accordance with Buyback Regulations the Company, the Manager to the Buyback and HDFC Bank Limited, acting through its branch presently situated at Mumbai (the “Escrow Bank”), have entered into an escrow agreement dated January 6 2017, pursuant to which the Company has opened an escrow account in the name of “DAL Buyback Escrow A/c”, with the Escrow Bank (the “Escrow Account”).

11.2. The Company deposited Rs. 80 Lacs (Rupees Eighty Lacs only) in cash in escrow account and Rs

19.20 crore/- (Rupees Nineteen Crores Twenty Lacs only ) through bank guarantee in favor of Manager to the Buyback totaling to Rs 20 Crores (Rupees Twenty Crores only) (“Escrow Consideration”), which is equal to the 25% of Maximum Buyback Offer Size. The Company has authorized the Manager to the Buyback to operate the Escrow Account.

11.3. On payment of consideration to the shareholder whose Shares have been accepted the Buyback,

and after completion of all formalities of buyback, the amount in the escrow account, shall be released to the company.

12. BRIEF INFORMATION ABOUT THE COMPANY;

12.1. Dhanuka Agritech Limited manufactures a wide range of agro-chemicals like herbicides,

insecticides, fungicides, imiticides, plant growth regulators in various forms – liquid, dust, powder and granules. The Company has technical collaborations with several companies including some of innovating companies in agro chemicals. The Company has manufacturing facilities located at Gurgaon (Haryana); Sanand (Gujarat); Udhampur (Jammu and Kashmir); Keshwana (Rajasthan). Company R&D centre at Gurgaon is certified by the Ministry of Science and Technology, Government of India, and our quality control laboratory at Gurgaon is certified by National Accreditation Board for Laboratories. Some of brands owned by our Company are Targa Super, Sempra, Conicka, Maxx Soy, Sakura.

12.2. The Board of Directors of Company are Mr. Ram Gopal Agarwal- Chairman; Mr. Mahendra Kumar

Dhanuka - Managing Director; Mr. Arun Kumar Dhanuka- Whole Time Director; Mr. Rahul Dhanuka -

Whole Time Director; Mr. Mridul Dhanuka - Whole Time Director; Mr. Sachin Kumar Bhartiya -


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Independent Director; Mr. Indresh Narain- Independent Director; Mr. Priya Brat- Independent Director; Mr. Vinod Kumar Jain - Independent Director; Mrs. Asha Mundra - Independent Director; Mr. Om Prakash Khetan - Independent Director, Mr. Balvinder Singh Kalsi - Independent Director.

13. FINANCIAL INFORMATION

13.1. The financial information on the basis of audited standalone accounts of the Company for the last three years ended March 31, 2014, March 31, 2015 and March 31, 2016 and Limited reviewed for six month period Ended September 30, 2016 is provided hereunder:

(Rs. in lacs except Key Ratios)

Particulars six month

period

Ended

September

30, 2016*

For the year ended March 31,

2016 2015 2014

Total Revenue 50,901.50 84,130.98 79,120.16 74,319.56

Total Expenses 41,613.09 69,597.25 66,181.86 62,685.94

Profit After Tax 6,856.16 10,731.06 10,608.27 9,313.53

Equity Dividend

Equity Share Capital 1,000.39 1,000.39 270.55# 1,000.39

Reserves & Surplus 53,899.79 47,043.63 40,228.26 32,249.18

Net Worth 54,900.18 48,044.02 40,498.81# 33,249.57

Total Debt 681.11 769.47 1,611.02 3,941.12

Key Ratios

Dividend Per share

6.50

4.50

4.00

Basic Earnings per

share (Rs.) 13.71 41.93 25.86 18.62

Book Value per share

(Rs.)

109.76

96.05

299.39

66.47

Debt - Equity Ratio

0.01

0.02

0.04

0.12

# Not including Rs 729.84 Lacs on account of Shares to be issued pursuant to scheme

of Amalgamation of AM Bros Fintrade Pvt Ltd and Dhanuka Finvest Pvt Ltd with

Company

Note: * Unaudited financials


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The key ratios are computed as below:

Book value per share Networth

No. of Equity Shares outstanding at the end of financial year

Earning per share Profit after tax

Weighted average no. of Equity Shares

Debt to equity ratio Debt

Equity share capital + Reserves

14. EQUITY CAPITAL STRUCTURE AND CURRENT SHAREHOLDING PATTERN

14.1. The Equity Share capital of the Company as on date is as follows:

Particulars Amount

(Rs in

Lacs )

Authorised

14,21,00,000 equity shares of Rs.2/- each

5,80,000 Redeemable Non-Cumulative Preference Shares of Rs.10/- each

2,842.00

58.00

2900.00

Issued, subscribed & paid up

5,00,19,500 equity shares of Rs.2/- each

1,000.39

Notes:

1. There are no partly paid-up or locked in or Equity Shares of the Company. 2. There are no outstanding instruments convertible into Equity Shares as on date of this Offer

Document. 3. As per the provisions of the Act and the Buyback Regulations, the Company shall not make any

issue of Equity Shares till the closure of Buyback, whether pursuant to a bonus issue or otherwise.

14.2. The shareholding pattern of the Company as date vis-a-vis post the proposed Buyback is shown

below:


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Particulars

Pre Buyback Post Buyback#

Number of

Equity

Shares % holding

Number of

Equity Shares % holding

Promoters 3,75,09,175 74.99 [●] [●]

Public 1,25,10,32 25.01 [●] [●]

Total 5,00,19,500 100.00 4,90,78,324 100.00

# For the purpose of calculating post Buyback shareholding pattern, it is assumed that promoters and public

participate to their entitlement. The shareholding, post Buyback, may differ depending upon the actual

number of Equity Shares bought back as tendered by each category.

14.3. The aggregate shareholding of the Promoters and Promoter Group as on date is 3,75,09,175 Equity

Shares as detailed in paragraph 9, which represents 74.99% of the existing Equity Share capital of the

Company. In terms of the Buyback Regulations, under the Tender Offer route, various persons

belonging to the promoters and promoter group of the Company, have expressed their intention, vide

their letters dated November 8, 2016, to participate in the Buyback and offer upto an aggregate

maximum of 3,73,62,675 Equity Shares as detailed in paragraph 10 or such lower number of Equity

Shares as required in compliance with the Buyback Regulations / terms of the Buyback.

14.4. Assuming that, Promoters of the Company, tenders upto 3,73,62,675 Equity Shares in the Buyback (in accordance with the declaration provided by them), the aggregate shareholding of the Promoters of the Company, post Buyback will increase to [●]% of the post Buyback equity share capital of the Company if all the public Shareholders participate upto their entitlement (full acceptance) and will decrease to [●]% of the post Buyback equity share capital of the Company if none of the public shareholders participate in the Buyback.

14.5. Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting

rights of the promoter and promoter group in the Company may increase over the existing 74.99% holding in the total equity capital and voting rights of the Company. The promoter and promoter group of the Company are already in control over the Company and therefore such further increase in voting rights of the promoter group will not result in any change in control over the Company. The promoter and promoter group have undertaken that in case there is an increase in voting rights of the promoter and promoter group beyond 75%, necessary steps will be taken to reduce the shareholding of the promoter group in accordance with the provisions contained under Rule19A of the Securities Contract (Regulation) Rules, 1957, so that the Company is in due compliance of the Minimum Public Shareholding Requirement. The Company and the promoter and promoter group have undertaken to comply with the Minimum Public Shareholding Requirements even after the Buyback.

15. LISTING DETAILS AND STOCK MARKET DATA

The Equity Shares of the Company are listed on BSE and NSE. Security ID for BSE and Symbol for

NSE is DHANUKA.

The high, low and average market prices for the preceding three years and the monthly high, low and

average market prices for the six months preceding the date of this Announcement and the

corresponding volumes on BSE and NSE are as follows

a) BSE


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Calendar Year/ Month

High (Rs.)

Date of high

Number of Equity Shares traded on date of high

Volume on date of high (Rs. In Lacs)

Low (Rs.)

Date of low

Number of Equity Shares traded on date of low

Volume on date of low (Rs. in Lacs)

Average price for the Fiscal Year (Rs.)

Total Number of Equity Shares traded

Total Volume (Rs. in Lacs)

CY2016 777.00 31/Aug/16 5473 41.62 473.00 20/Jan/16 1373 6.69 633.45 2070053 14,007.67

CY2015 710.00 12/Mar/15 8534 58.95 411.05 8/Oct/15 2250 9.93 545.99 1331772 7,465.02

CY2014 594.05 20/Nov/14 25926 149.04 179.10 27/Jan/14 6272 11.34 370.45 9433400 26,429.63

Dec-16 741.95 30/Dec/16 1717 12.59 693.00 5-Dec-16 2666 18.69 712.31 284790 1,998.92

Nov-16 750.00 15/Nov/16 1390 10.03 600.00 9-Nov-16 1092 7.30 699.21 52480 370.66

Oct-16 710.05 30/Oct/16 1481 10.38 635.00 19/Oct/16 488 3.19 669.45 261317 1,746.50

Sep-16 769.95 1/Sep/16 2496 18.52 646.00 30/Sep/16 3736 24.81 687.18 870423 6,079.02

Aug-16 777.00 31/Aug/16 5473 41.62 630.00 4/Aug/16 1490 9.44 679.90 54540 386.05

Jul-16 669.00 28/Jul/16 1160 7.68 630.00 19/Jul/16 316 2.00 649.62 17257 112.44

Source www.bseindia.com

b) NSE

Calendar Year /Month

High (Rs.)

Date of high

Number of Equity Shares traded on date of high

Volume on date of high (Rs. In Lacs)

Low (Rs.)

Date of low

Number of Equity Shares traded on date of low

Volume on date of low (Rs. in Lacs)

Average price for the Fiscal Year (Rs.)

Total Number of Equity Shares traded

Total Volume (Rs. in Lacs)

CY2016 777.00 31/Aug/16 35266 269.18 467.55 18/Jan/16 33747 170.13 633.65 6340122 41,946.95

CY2015 718.00 29/May/15 92042 596.34 408.00 5/Nov/15 139540 605.11 546.34 6678157 37,161.95

CY2014 599.00 20/Nov/14 87775 504.42 179.00 28/Jan/14 9692 17.69 370.65 13716294 47,348.16

Dec-16 744.30 30-Dec-16 18557 136.46 692.00 5-Dec-16 21412 149.28 711.29 529413 3,738.97

Nov-16 751.00 11/Nov/16 64645 477.73 580.00 9/Nov/16 27583 181.61 699.66 496965 3,506.02

Oct-16 704.35 30/Oct/16 5265 36.70 641.60 20/Oct/16 27863 181.08 670.52 372211 2,489.26

Sep-16 769.60 1/Sep/16 16073 119.17 642.05 30/Sep/16 32112 213.41 687.47 2054400 14,216.08

Aug-16 777.00 31/Aug/16 35266 269.18 630.00 5/Aug/16 102218 650.16 681.15 560042 3,831.15

Jul-16 669.90 28/Jul/16 11745 77.94 624.15 15/Jul/16 4720 30.18 649.92 154360 1,005.56

Source: www.nseindia.com

16. DETAILS OF STATUTORY APPROVALS OBTAINED

16.1. The Buyback has been duly authorized by a resolution passed by the Board at its meeting held on November 10, 2016 and by a special resolution passed by the Shareholders through postal ballot results of which were announced on January 2, 2017.

16.2. The final terms of Buyback were decided by Share Buyback Committee meeting held on January

3, 2017.


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16.3. No other statutory approvals are required to be obtained for the Buyback. In case required, the Company shall obtain such approvals as may be required from time to time

17. MANAGEMENT DISCUSSION AND ANALYSIS ON THE LIKELY IMPACT OF BUYBACK ON THE

COMPANY

17.1. The Buyback is unlikely to cause any material impact on the profitability and earnings of the Company except the possible loss of other income, if any, on account of cash to be utilized for the Buyback.

17.2. The Buyback will provide the Shareholders an additional exit opportunity at a reasonable price,

reduction in outstanding number of Equity Shares and the consequent increase in earning per Equity Share and enhance the overall shareholders value. The Buyback will not in any manner impair the ability of the Company to pursue growth opportunities.

17.3. The Buyback is expected to contribute to further improvement in the financial ratios which will

enhance the shareholders’ value.

17.4. Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting rights of the Promoter and Promoter group in the Company may increase over the existing 74.99% holding in the total equity capital and voting rights of the Company. The Promoter and Promoter group of the Company are already in control over the Company and therefore such further increase in voting rights of the promoter group will not result in any change in control over the Company.

17.5. The shareholding, post Buyback, may differ depending upon the actual number of Equity Shares

bought back under the Buyback. The Buyback of Equity Shares will not result in a change in control or otherwise affect the existing management structure.

17.6. Post Buyback, the Debt to Equity ratio of the Company will be within the limit of 2:1 as prescribed under the Act.

18. COLLECTION CENTRE

Eligible Shareholders are requested to submit their Form(s) and requisite documents either by

registered post/ courier to the Registrar to the Buyback, superscribing the envelope as “DAL Buyback”

or hand deliver the same to the Registrar at the address mentioned in paragraph 28.

19. METHOD TO BE ADOPTED FOR BUYBACK

19.1. The Buyback shall be on a proportionate basis from all the members holding Equity Shares of the

Company through the “Tender Offer” route, as prescribed under the Buyback Regulations and SEBI

Circular. The Buyback will be implemented in accordance with the Companies Act and the Share

Capital Rules to the extent applicable and on such terms and conditions as may be deemed fit by the

Company.

19.2. As required under the Buyback Regulations, the Company announced the record date as January

13, 2017 (the “Record Date”) for determining the names of the members holding Equity Shares of the

Company who will be eligible to participate in the Buyback. In due course, each shareholder as on the

Record Date will receive a Letter of Offer along with a Tender / Offer Form indicating the entitlement

of the shareholder for participating in the Buyback. The Equity Shares to be bought back as a part of

the buyback is divided in two categories:

a. Reserved category for Small Shareholders (“Reserved Category”); and

b. General category for all other shareholders (“General Category”)


17

19.3. As defined in Regulation 2(1) (la) of the Buyback Regulations, a “Small Shareholder” is a

shareholder who holds Equity Shares having market value, on the basis of closing price on stock

exchanges as on Record Date, of not more than Rs. 2,00,000 (Rupees Two Lacs only).

19.4. In accordance with the proviso to Regulation 6 of the Buyback Regulations, 15% (fifteen percent)

of the number of Equity Shares which the Company proposes to buyback or number of Equity Shares

entitled as per the shareholding of Small Shareholders as on the record date, whichever is higher,

shall be reserved for the Small Shareholders as part of this Buyback. The Company believes that this

reservation for Small Shareholders would benefit a large number of public shareholders, who would

get classified as “Small Shareholder”.

19.5. Based on the holding on the Record Date, the Company will determine the entitlement of each

shareholder to tender their shares in the Buyback. This entitlement for each shareholder will be

calculated based on the number of Equity Shares held by the respective shareholder as on the Record

Date and the ratio of Buyback applicable in the category to which such shareholder belongs.

19.6. Shareholders’ participation in Buyback will be voluntary. Members holding Equity Shares of the

Company can choose to participate and get cash in lieu of Shares to be accepted under the Buyback

or they may choose not to participate and enjoy a resultant increase in their percentage shareholding,

post Buyback, without additional investment. Members holding Equity Shares of the Company may

also accept a part of their entitlement. Members holding Equity Shares of the Company also have the

option of tendering additional Shares (over and above their entitlement) and participate in the shortfall

created due to non-participation of some other shareholders, if any.

19.7. The maximum Shares to be tender under the Buyback by any shareholder cannot exceed the

number of Equity Shares held by the shareholder as on the Record Date. The Equity Shares tendered

as per the entitlement by members holding Equity Shares of the Company as well as additional Shares

tendered, if any, will be accepted as per the procedure laid down in Buyback Regulations. The

settlement of the tenders under the Buyback is will be done using SEBI Circular

19.8. Detailed instructions for participation in the Buyback (tender of Equity Shares in the Buyback) as

well as the relevant time table will be included in the Letter of Offer which will be sent in due course to

the members holding Equity Shares of the Company as on the Record Date.

19.9. The Equity Shares lying to the credit of the Company Demat Account and the Equity Shares bought

back and accepted in physical form will be extinguished in the manner and following the procedure

prescribed in the Buyback Regulations.

19.10. TENDER FORM, TRS AND OTHER RELEVANT DOCUMENTS SHOULD NOT BE SENT TO THE

COMPANY OR TO THE MANAGER TO THE BUYBACK.

20. RECORD DATE, RATIO OF BUYBACK AND ENTITLEMENT OF EACH SHAREHOLDER

20.1. The Share Buyback Committee in its meeting held on January 3, 2017 announced January 13,

2017 as the Record Date for the purpose of determining the entitlement and the names of the

Shareholders, who are eligible to participate in the Buyback.


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20.2. As on the Record Date, the closing price on BSE was ₹ [●] per Equity Share, accordingly all

Shareholders holding not more than [●] Equity Shares as on the Record Date are classified as ‘Small

Shareholders’ for the purpose of the Buyback Offer.

20.3. Based on the above definition, there are [●] Small Shareholders with aggregate shareholding of

[●] Shares, as on the Record Date, which constitutes [●] % of the outstanding paid up equity share

capital of the Company and [●] % of the number of Equity Shares which are proposed to be bought

back as part of this Buyback.

20.4. In compliance with Regulation 6 of the Buyback Regulations, the reservation for the Small

Shareholders, will be [●] Equity Shares which is higher of:

i. Fifteen percent of the number of Equity Shares which the Company proposes to buyback i.e.

15% of 9,41,176 Equity Shares which works out to 141,176 Equity Shares; or

ii. The number of Equity Shares entitled as per their shareholding as on Record Date i.e. ([●] /

50019500) X 9,41,176] which works out to [●] Equity Shares.

20.5. All the outstanding Equity Shares have been used for computing the entitlement of Small

Shareholders since the Promoter also intends to offer Equity Shares held by them in the Buyback.

20.6. Accordingly, the entitlement for General Category shall consist of [●] Equity Shares

20.7. Based on the above, the entitlement ratio of Buyback for both categories is decided as below:

Category Entitlement Ratio of Buyback*

Reserved Category

[●] ([●]) Equity Shares out of every [●] ([●]) fully paid-up Equity Shares held on the Record Date

General Category

[●]([●]) Equity Shares out of every [●] ([●]) fully paid-up Equity Shares held on the Record Date

* The above ratio of Buyback is approximate and indicative in nature. Any computation of entitled Equity

Shares using the above ratio of Buyback may provide a slightly different number due to rounding-off. The

actual Buyback Entitlement for Reserved Category for Small Shareholders is [●]% and General category

for all other Eligible Shareholders is [●]%.

It is clarified the entitlements are non transferable and cannot be renounced. However shareholder can apply for more than their entitlement. 21. FRACTIONAL ENTITLEMENTS

21.1. If the entitlement under Buyback, after applying the abovementioned ratios to the Equity Shares

held on Record Date, is not a round number (i.e. not in the multiple of 1 Equity Share) then the fractional

entitlement shall be ignored for computation of entitlement to tender Equity Shares in the Buyback, for

both categories of Shareholders.

21.2. On account of ignoring the fractional entitlement, those Small Shareholders who hold [●] ([●]) or

less Equity Shares as on Record Date, will be dispatched a Tender Form with zero entitlement.

However, such Small Shareholders are entitled to tender additional Equity Shares as part of the

Buyback.


19

22. PROCEDURE FOR TENDERING SHARES AND SETTLEMENT

22.1. BASIS OF ACCEPTANCE OF EQUITY SHARES VALIDLY TENDERED IN THE RESERVED

CATEGORY FOR SMALL SHAREHOLDERS

Subject to the provisions contained in this Offer Document, the Company will accept the Equity Shares

tendered in the Buyback by the Small Shareholders in the Reserved Category in the following order of

priority:

22.1.1. Full acceptance of Shares from Small Shareholders in the Reserved Category who have

validly tendered their Shares, to the extent of their Buyback Entitlement, or the number of

Shares tendered by them, whichever is less.

22.1.2. Post the acceptance as described in paragraph 22.1.1, in case, there are any validly

tendered unaccepted Shares in the Reserved Category (“Reserved Category Additional

Shares”) and Shares left to be bought back in Reserved Category, the Reserved Category

Additional Shares shall be accepted in a proportionate manner, i.e. valid acceptances per

Shareholder shall be equal to the Reserved Category Additional Shares tendered by the

Shareholder divided by the total Reserved Category Additional Shares and multiplied by the

total number of Shares remaining to be bought back in Reserved Category..

22.1.3. Adjustment for fractional results in case of proportionate acceptance, as described in

paragraph 22.1.2, will be made as follows:

a. For any Small Shareholder, if the number of Additional Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is greater than or equal to 0.50, then the fraction would be rounded off to the next higher integer.

b. For any Small Shareholder, if the number of Additional Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is less than 0.50, then the fraction shall be ignored.

22.2. BASIS OF ACCEPTANCE OF EQUITY SHARES VALIDLY TENDERED IN THE GENERAL

CATEGORY

Subject to the provisions contained in this Offer Document, the Company will accept the Shares

tendered in the Buyback by Shareholders (other than Small Shareholders) in the General Category

in the following order of priority:

22.2.1. Full Acceptance of Shares from Shareholders in the General Category who have validly

tendered their Shares, to the extent of their Buyback Entitlement, or the number of Shares

tendered by them, whichever is less.

22.2.2. Post the acceptance as described in paragraph 22.2.1 in case, there are any validly

tendered unaccepted Shares in the General Category (“General Category Additional Shares”)

and Shares left to be bought back in General Category, the General Category Additional

Shares shall be accepted in a proportionate manner i.e. valid acceptances per Shareholder

shall be equal to the General Category Additional Shares tendered by the Shareholder

divided by the total General Category Additional Shares and multiplied by the total number of

Shares remaining to be bought back in General Category.


20

22.2.3. Adjustment for fractional results in case of proportionate acceptance, will be made as

follows:

a. For any Shareholder, if the number of Additional Shares to be accepted, calculated

on a proportionate basis is not in the multiple of 1 and the fractional acceptance is

greater than or equal to 0.50, then the fraction would be rounded off to the next higher

integer.

b. For any Shareholder, if the number of Additional Shares to be accepted, calculated

on a proportionate basis is not in the multiple of 1 and the fractional acceptance is

less than 0.50, then the fraction shall be ignored.

22.3. BASIS OF ACCEPTANCE OF EQUITY SHARES BETWEEN THE TWO CATEGORIES

22.3.1. After acceptances of tenders, as mentioned in paragraph 22.1 and 22.2, in case, there are

any Shares left to be bought back in one category (“Partially Filled Category”) and there are

additional unaccepted validly tendered Shares (“Further Additional Shares”) in the second

category (“Over Tendered Category”), then the Further Additional Shares in the Over

Tendered Category shall be accepted in a proportionate manner i.e. valid acceptances per

Shareholder shall be equal to Further Additional Shares validly tendered by the Shareholder

in the Over Tendered Category divided by the total Further Additional Shares in the Over

Tendered Category and multiplied by the total Shares left to be bought back in the Partially

Filled Category.

22.3.2. Adjustment for fraction results in case of proportionate acceptance, as defined in paragraph

22.3.1:

For any Shareholder, if the number of Further Additional Shares to be accepted, calculated

on a proportionate basis is not in the multiple of 1 and the fractional acceptance is greater

than or equal to 0.50, then the fraction would be rounded off to the next higher integer.

For any Shareholder, if the number of Further Additional Shares to be accepted, calculated

on a proportionate basis is not in the multiple of 1 and the fractional acceptance is less

than 0.50, then the fraction shall be ignored.

22.3.3. For avoidance of doubt, it is clarified that, in accordance with the clauses above:

Shares accepted under the Buyback from each Eligible Person, shall be lower of the following:

the number of Shares tendered by the respective Shareholder and

the number of Shares held by the respective Shareholder, as on the Record Date

Shares tendered by any Shareholder over and above the number of Shares held by such Shareholder as on the Record Date shall not be considered for the purpose of Acceptance.

22.4. PROCEDURE FOR TENDER OFFER AND SETTLEMENT

22.4.1. The Buyback is open to all the Eligible Person(s) holding Equity Shares either in physical

and/or electronic form on the Record Date.


21

22.4.2. The Company proposes to effect the Buyback through Tender Offer route, on a

proportionate basis. Letter of Offer will be mailed to Equity Shareholders of the Company

whose names appear on the register of members of the Company, or who are beneficial

owners of Equity Shares as per the records of Depositories, on the Record Date.

22.4.3. The Company will not accept any Equity Shares offered for Buyback where there exists

any restraint order of a Court/ any other competent authority for transfer / disposal/ sale or

where loss of share certificates has been notified to the Company or where the title to the

Equity Shares is under dispute or otherwise not clear or where any other restraint subsists.

22.4.4. The Company shall comply with Regulation 19(5) of the Buyback Regulations which states

that the Company shall not buyback locked-in Equity Shares and non-transferrable Equity

Shares till the pendency of the lock-in or till the Equity Shares become transferrable.

22.4.5. Shareholders will have to transfer the Equity Shares from the same demat account in which

they were holding the Equity Shares as on the Record Date and in case of multiple demat

accounts, Shareholders are required to tender the applications separately from each demat

account.

22.4.6. Shareholders’ participation in Buyback will be voluntary. Shareholders can choose to

participate, in part or in full, and get cash in lieu of the Equity Shares accepted under the

Buyback or they may choose not to participate and enjoy a resultant increase in their

percentage shareholding, post Buyback, without additional investment. Shareholders may

also accept a part of their Buyback Entitlement. Shareholders also have the option of

tendering additional Shares (over and above their Buyback Entitlement) and participate in the

shortfall created due to non-participation of some other Shareholders, if any. Acceptance of

any Shares tendered in excess of the Buyback Entitlement by the Shareholder, shall be in

terms of procedure outlined in paragraph 22.1 paragraph 22.2 and paragraph 22.3 of this

Offer Document.

22.4.7. The maximum tender under the Buyback by any Shareholder cannot exceed the number

of Equity Shares held by the Shareholder as on the Record Date.

22.4.8. The Buyback shall be implemented by the Company using the “Mechanism for acquisition

of shares through Stock Exchange” notified by SEBI vide circular

CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated

December 09, 2016 and following the procedure prescribed in the Companies Act and the

Buyback Regulations and as may be determined by the Board (including the Committee

authorized to complete the formalities of the Buyback) and on such terms and conditions as

may be permitted by law from time to time.

22.4.9. For implementation of the Buyback, the Company has appointed Emkay Global Financial

Services Limited as the registered broker to the Company (the “Company's Broker”) through

whom the purchases and settlements on account of the Buyback would be made by the

Company. The contact details of the Company’s Broker are as follows: The Ruby, 7th Floor,

Senapati Bapat Marg, Dadar (West), Mumbai – 400 028 Tel: +91 22 66121212; Fax: +91 22

66121299; Website: www.emkayglobal.com; Email:[email protected].

22.4.10. BSE will be appointed as the Designated Stock Exchange to provide a separate

Acquisition Window to facilitate placing of sell orders by Shareholders who wish to tender


22

their Equity Shares in the Buyback. The details of the platform will be as specified by the BSE

from time to time.

22.4.11. During the Tendering Period, all Eligible Persons may place orders for selling the

Equity Shares in the Acquisition Window, through their respective stock brokers (“Seller

Member(s)”) during normal trading hours of the secondary market. In the tendering process,

the Company’s Broker may also process the orders received from the Shareholders, subject

to fulfilment of mandatory “know your client” requirements as prescribed by Securities and

Exchange Board of India.

22.4.12. Seller Members can enter orders for demat Shares as well as physical Shares.

22.4.13. Modification / cancellation of orders and multiple bids from a single Shareholder

will be allowed during the Tendering Period of the Buyback.

22.4.14. The cumulative quantity tendered shall be made available on BSE Limited website

– www.bseindia.com throughout the trading session and will be updated at specific intervals

during the Tendering Period.

22.5. PROCEDURE TO BE FOLLOWED BY EQUITY SHAREHOLDERS HOLDING EQUITY SHARES

IN THE DEMATERIALISED FORM

22.5.1. Shareholders who desire to tender their Equity Shares in the electronic form under the

Buyback would have to do so through their respective Seller Members by indicating to the

concerned Seller Member, the details of Equity Shares they intend to tender under the

Buyback.

22.5.2. Before putting the Bid the Shareholders would have to transfer the shares in the account

of ICCL by using the settlement number and the procedure prescribed by the Clearing

Corporation.

22.5.3. The Seller Members would be required to place a bid on behalf of the Shareholders who

wish to tender Equity Shares in the Buyback using the Acquisition Window of BSE. Before

placing the bid, the concerned Seller Member would need to confirm transfer of the Equity

Shares to be tendered to the account of ICCL. This shall be validated at the time of order /

bid entry. The details of the settlement number for the Buyback shall be informed in the offer

opening circular that will be issued by BSE.

22.5.4. For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior

to confirmation of order / bid by custodians. The custodian shall either confirm or reject the

orders not later than the closing of trading hours on the last day of the Tendering Period.

Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed custodian

participant orders, any order modification shall revoke the custodian confirmation and the

revised order shall be sent to the custodian again for confirmation.

22.5.5. Upon placing the bid, the Seller Member shall provide a Transaction Registration Slip

(“TRS”) generated by the exchange bidding system to the Shareholder on whose behalf the

bid has been placed. TRS will contain details of order submitted like Bid ID No., Application

No., DP ID, Client ID, No. of Equity Shares tendered etc. Shareholders are requested to keep

TRS for future reference and correspondence in case of non receipt of payment and or return

of unaccepted Shares tendered.


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The Eligible Persons will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection or partial acceptance. 22.6. PROCEDURE TO BE FOLLOWED BY REGISTERED EQUITY SHAREHOLDERS HOLDING

EQUITY SHARES IN THE PHYSICAL FORM

22.6.1. Shareholders who are holding physical Equity Shares and intend to participate in the

Buyback will be required to approach their respective Seller Member along with the complete

set of documents for verification procedures to be carried out before placement of the bid.

Such documents will include

The Tender Form duly signed (by all Equity Shareholders in case shares are in joint names)

in the same order in which they hold the shares

Original share certificates

Valid share transfer form(s) duly filled and signed by the transferors (i.e. by all registered Shareholders in same order and as per the specimen signatures registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favor of the Company

Self-attested copy of the PAN Card(s) of all holders

Any other relevant documents such as (but not limited to): (i)Duly attested Power of Attorney if any person other than the Equity Shareholder has signed the relevant Tender Form

(ii)Notarized copy of death certificate / succession certificate or probated will, if the original Shareholder has deceased

(iii)Necessary corporate authorisations, such as Board Resolutions etc, in case of companies

22.6.2. In addition to the above, if the address of the Shareholder has undergone a change from

the address registered in the Register of Members of the Company, the Shareholder would

be required to submit a self-attested copy of address proof consisting of any one of the

following documents: valid Aadhar Card, Voter Identity Card or Passport.

22.6.3. Based on these documents, the concerned Seller Members shall place a bid on behalf of

the physical Equity Shareholders who wish to tender Equity Shares in the Buyback, using the

Acquisition Window of BSE. Upon placing the bid, the Seller Member shall provide a

Transaction Registration Slip (‘TRS’) generated by the Exchange Bidding System to the

Shareholder. TRS will contain the details of order submitted like Folio No., Certificate No.,

Distinctive No., No. of Equity Shares tendered etc.

22.6.4. After placement of bid, as mentioned in Paragraph 22.6.3 above, the Shareholder/Seller

Member must ensure delivery of Tender Form, copy of TRS, original share certificate(s),

valid share transfer form(s) & other documents (as mentioned in Paragraph 22.6.1) above)

either by registered post or courier or hand delivery to the Registrar to the Buyback Offer at

the address mentioned on the cover page of this Offer Document) not later than 2 (two) days

from the Closing Date i.e. [●], 2017 (by 5 PM). The envelope should be super scribed as

“DAL Buyback”.

22.6.5. Shareholders holding physical shares should note that physical Shares will not be accepted

unless the complete set of documents is submitted. Acceptance of the physical Shares for

Buyback by the Company shall be subject to verification as per the Buyback Regulations and

any further directions issued in this regard. Registrar to the Buyback will verify such bids


24

based on the documents submitted on a daily basis and till such verification, the BSE shall

display such bids as ‘unconfirmed physical bids’. Once Registrar to the Buyback confirms the

bids, they will be treated as ‘Confirmed Bids’.

22.6.6. In case any person has submitted Equity Shares in physical form for dematerialisation,

such Equity Shareholders should ensure that the process of getting the Equity Shares

dematerialised is completed well in time so that they can participate in the Buyback before

Closing Date.

22.7. OPTIONS IN CASE OF NON-RECEIPT OF THE LETTER OF OFFER:

22.7.1. Eligible Person(s) who intend to participate in the Buyback will be required to approach

their respective Seller Member (along with the complete set of documents for verification

procedures) and have to ensure that their bid is entered by their respective Seller Member in

the electronic platform to be made available by BSE before the Closing Date. A copy of Offer

Document along with the Tender Form can be downloaded from the website of the Company

i.e www.dhanuka.com.

22.7.2. The Company shall accept Equity Shares validly tendered by the Shareholder(s) in the

Buyback on the basis of their shareholding as on the Record Date and the Buyback

Entitlement. Eligible Person(s) who intend to participate in the Buyback but have not received

the Offer Document are advised to confirm their entitlement from the Registrar to the

Buyback, before participating in the Buyback.

22.7.3. Non-receipt of the Letter of Offer by, or accidental omission to dispatch the Letter of Offer

to any Eligible Person, shall not invalidate the Buyback in any way.

22.7.4. All documents sent by shareholders will be at their own risk. Shareholders of the Company

are advised to safeguard adequately their interests in this regard.

22.7.5. The acceptance of the Buyback made by the Company is entirely at the discretion of the

Equity Shareholders of the Company. The Company does not accept any responsibility for

the decision of any Equity Shareholder to either participate or to not participate in the

Buyback. The Company will not be responsible in any manner for any loss of Share

certificate(s) and other documents during transit and the Equity Shareholders are advised to

adequately safeguard their interest in this regard.

22.8. METHOD OF SETTLEMENT

22.8.1. The Company will pay the consideration to the ICCL on or before the pay-in date for

settlement.

22.8.2. For Equity Shares accepted under the Buyback, the Shareholders will receive funds

payout in the bank account details available with the depositories or as given with the unique

client code. The payment of consideration to all Shareholders validly participating in the

Buyback will be made in Indian National Rupee. In case the payment is rejected for any

reason it will be transferred to the account of seller broker of the shareholder through whom

bid was placed to onward remittance to the shareholder.


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22.8.3. The Equity Shares bought back in the demat form would be transferred directly to the

Buyback account of the Company (the “Buyback Demat Account”) opened with Company

Broker.

22.8.4. Excess demat shares or unaccepted demat Shares, if any, tendered by the Shareholders

would be returned to the respective depository account of shareholder directly by ICCL, not

later than [●], 2017. In case of Shares transfer by ICCL is rejected by depository account of

shareholder the excess demat shares or unaccepted demat Shares, if any, will be returned

to the respective Seller Broker/ Custodian Participant account. The Seller Members /

Custodian Participants would return these unaccepted shares to their respective clients.

22.8.5. Physical Shares, to the extent tendered but not accepted, will be returned back to the

concerned Shareholders directly by Registrar to the Buyback. The Company will issue a new

single share certificate for all the unaccepted physical shares and return the same to the

sole/first Shareholder (in case of joint Shareholders). Share certificates in respect of

unaccepted / rejected Shares and other documents, if any, will be sent by Registered Post /

Speed Post at the Shareholders’ sole risk to the sole/first Shareholder (in case of joint

Shareholders), at the address recorded with the Company, not later than [●] 2017.

22.8.6. Every Seller Member, who puts in a valid bid on behalf of an Eligible Person, would issue

a contract note for the Equity Shares accepted under the Buyback. Company’s Broker would

also issue a contract note to the Company for the Equity Shares accepted under the Buyback.

22.8.7. Shareholders who intend to participate in the Buyback should consult their respective

Seller Members for payment to them of any cost, charges and expenses (including brokerage)

that may be levied by the Seller Member upon the selling Shareholders for tendering Equity

Shares in the Buyback (secondary market transaction). The Company accepts no

responsibility to bear or pay such additional cost, charges and expenses (including

brokerage) incurred solely by the selling Shareholders.

22.8.8. The Equity Shares lying to the credit of the Buyback Demat Account and the Equity Shares

bought back and accepted in physical form will be extinguished in the manner and following

the procedure prescribed in the Regulations.

23. NOTE ON TAXATION

The taxation is same as taxation of trades of equity shares in the secondary market using exchange platform. Shareholders are advised to consult their tax advisors for the applicable Tax provisions including the treatment that may be given by their respective Assessing officers in their case, and the appropriate course of action that they should take. 24. MATERIAL DOCUMENTS FOR INSPECTION

The shareholder who intend to inspect the Physical copy can do so at the Corporate offices of Company at

14th Floor, Building 5A,DLF Cyber Terrace, Cyber City, DLF Phase III, Gurgaon- 122002 during Tendering

Period

1. Certificate of incorporation of the Company

2. Memorandum and Articles of Association of the Company

3. Annual reports of the Company for the last three financial years


26

4. Certified true copy of the resolution of the Board of Directors dated November 10, 2016, approving

Buyback

5. Certified true copy of the resolution of the Shareholders passed by way of postal ballot, results of

which were declared on January 2, 2017 along with Scrutinizer’s Report

6. Certified true copy of the Share Buyback Committee of the Board resolution dated January 3, 2017

7. Declaration of solvency and affidavit in form SH-9 dated November 10, 2016, as prescribed under

section 68(6) of the Companies Act.

8. Copy of Escrow Agreement dated January 6 2017 between Company, Manager to Offer and

Escrow Banker

9. Confirmation letter by the Escrow Bank that the Escrow Account has been opened and Escrow

Amount has been deposited

10. Public Announcement published on January 4, 2017 in all editions of Financial Express (English

newspaper) and Jansatta (Hindi & Regional newspaper)

11. SEBI comments vide letter [●] dated [●],

25. DECLARATION BY THE BOARD OF DIRECTORS

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

The Board of Directors of the Company has confirmed that it has made a full enquiry into the affairs

and prospects of the Company and has formed the opinion:

i. That immediately following the date of the Board Meeting held on November 10, 2016, and the date on which the results of the Postal Ballot will be declared, there will be no grounds on which the Company can be found unable to pay its debts; ii. That as regards the Company’s prospects for the year immediately following the date of the board meeting as well as the year immediately following the date on which the results of the Postal Ballot will be declared, approving the Buyback and having regards to the Board’s 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 Board’s view, 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 the board meeting approving the Buyback or within a period of one year from the date on which the results of the Postal Ballot will be declared, as the case may be; iii. In forming its opinion aforesaid, the Board has taken into account the liabilities as if the Company

were being wound up under the provisions of the Companies Act, 1956 and Companies Act, 2013

(including prospective and contingent liabilities).


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26. CERTIFICATE OF AUDITOR

The contents of the Report dated November 10, 2016 received from DINESH MEHTA & CO. Chartered Accountants, the Statutory Auditors of the Company addressed to the Board of Directors is reproduced below: Quote

To, The Board of Directors Dhanuka Agritech Limited, 82, Abhinash Mansion, 1st Floor, Joshi Road, Karol Bagh, New Delhi -110 005 Dear Sirs, As requested, in connection with the proposed buy back of equity shares as approved by the Board of Directors of Dhanuka Agritech Limited (the ‘Company’) at in pursuance of the provisions of Section 68,69 and Section 70 of the Companies Act, 2013 (“the Act”), The Companies (Share Capital and Debentures) rules and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 and amendments thereto (the “Regulations”); and based on the information and explanations given to us, which to the best of our knowledge and belief necessary for this purpose, we report that: 1. We have enquired into the state of affairs of the Company in relation to its audited accounts for the year ended 31 March, 2016. 2. The amount of permissible capital payment (including premium) for the proposed buy back of equity shares as computed in the table below is properly determined in our view in accordance with Section 68 (2)(c) of the Act. The amounts of share capital and free reserves have been extracted from the audited financial statements of the Company for the year ended 31 March, 2016.

Particulars as on March 31, 2016 Amount ( Rs in Lacs)

Paid up capital (5,00,19,500 shares of Rs 2 /- each) A 1,000.39 1,000.39

Free Reserves

Profit and loss account balance 37,687.13

Securities Premium 3,308.25

General reserve 5,952.78

Total Free Reserves B 46,948.16

Total paid up capital and free reserves A+B 47,948.55

Maximum amount permissible under the Act/Buyback Regulations with Shareholder approval :- 25% of total paid-up equity capital and free reserves, if the buyback is carried through tender offer route (in accordance with Chapter IV of the Buyback Regulations and section 68(2)(c) of the Act)

11,987.14

Further, the buyback of equity shares in any financial year shall not exceed twenty-five percent of the Company’s total paid up capital in that financial year

3. The Board of Directors in their meeting held on 10.11.2016, have formed the opinion in terms of Clause (xi) of Part A of the Schedule II of the Buyback Regulations, on reasonable grounds that the Company, having regard to its state of affairs, shall not be rendered insolvent within a period of one year from that date and from the date on which the result of the shareholders’ resolution with regard to the Buyback is declared.

4. We are not aware of anything to indicate that the opinion expressed in the “Declaration by the Directors of the Company”, indicating that the Company having regard to its state of affairs, will not be rendered insolvent within a period of one year from the date of declaration, is unreasonable.

5. Compliance with the provisions of the Act and the Buyback Regulations is the responsibility of the Company’s management.

We have not performed an audit, the objective of which would be the expression of an opinion on the financial statements, specified elements, accounts or items thereof, for the purpose of this certificate. Accordingly, we do not express such opinion.


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This report is addressed to and provided to the Board of Directors of the Company pursuant to the requirements of the Regulations solely to enable the Board of Directors of the Company (a) to include in Explanatory statement to be included in the postal ballot notice to be circulated to the shareholders (b) to provide to the manager to the offer for the purpose of buyback and (c) to include in the Public Announcement to be made to the shareholders of the Company, the draft letter of offer and letter of offer which will be filed with (a) Securities and Exchange Board of India, (b) the BSE Limited, (c) the National Stock Exchange of India Limited, (d) the Registrar of Companies as required by the Regulations and (e) the National Securities Depository Limited and the Central Depository Services (India) Limited for the purpose of extinguishment of equity shares and should not be used for any other purpose. We does not accept or assume any liability or duty of care for any other purpose or to any other person to whom this report, or Public Announcement which includes our report, is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. For DINESH MEHTA & CO. Chartered Accountants Firm Registration No: 000220-N Sd/- ANUP MEHTA Partner Membership No: 093133 Unquote

27. MANAGER TO THE BUYBACK

Emkay Global Financial Services Limited

SEBI Reg. No.: INM000011229 The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai – 400 028 Tel: +91 22 66121212; Fax: +91 22 66121255; Website: www.emkayglobal.com; Email: [email protected] Contact Person: Mr. Rajesh Ranjan/Deepak Yadav

28. REGISTRAR TO THE BUYBACK

The Company has appointed the following as the Registrars to the Buyback:

Abhipra Capital Limited

SEBI Reg No. INR000003829

Abhipra Complex, A-387, Dilkush Industrial Area, G.T. Karnal Road, Azadpur, Delhi-110033

Tel : 91 11 42390725; Fax : 91 11 42390930

Email : [email protected]

Contact Person : Mr. Dinesh Kumar Aggarwal

29. COMPLIANCE OFFICER

The Company has appointed the following as the COMPLIANCE OFFICER for the Buyback: Mr. Kapil Garg

Company Secretary & Compliance Officer

Address : 14th Floor, Building 5A,DLF Cyber Terrace, Cyber City, DLF Phase III,Gurgaon- 122002;

Phone : +91 124 3838592; Fax : +91 124-3838-888;Email : [email protected]

In case of non receipt of demat credit of un accepted Shares, or non receipt of payment consideration

the investor should contact the seller broker through whom the bid was placed. In case of non receipt

of Share certificate the investor can approach the Compliance Officer or Manager to the Buyback and

/ or Registrar to the Buyback.

http://www.emkayglobal.com/




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30. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of the Company accepts responsibility for all the information contained in this Draft

Letter of Offer. This Draft Letter of Offer is issued under the authority of the Board

For and on behalf of all members of the Board of Directors

Sd/-

Sd/-

Sd/-

Mahendra Kumar Dhanuka Managing Director DIN 00628039

Mridul Dhanuka Wholetime Director DIN 00199441

Kapil Garg Company Secretary Membership No ACS-20511

Date January 11, 2017 Place: New Delhi

TENDER FORM

Registered Office: 82, Abhinash Mansion,1st Floor, Joshi Road, Karol Bagh, New Delhi 110005, India.

Phone No.: +91-11-64656800-02; Fax: +91-11-43850614; Email: [email protected] website www.dhanuka.com; CIN : L24219DL1985PLC020126

Corporate Office : 14th Floor, Building 5A, DLF Cyber Terrace, Cyber City, DLF Phase III Gurgaon- 122002, Haryana, Phone: +91-124-3838500; Contact Person & Compliance officer for the Buyback- Kapil Garg

OFFER FOR BUYBACK OF 9,41,176 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF Rs 2 EACH (“EQUITY

SHARES”) AT A PRICE OF Rs 850 (RUPEES EIGHT HUNDRED FIFTY ONLY) PER FULLY PAID-UP EQUITY SHARE ON

A PROPORTIONATE BASIS THROUGH THE TENDER OFFER PROCESS FROM THE SHAREHOLDERS AS ON RECORD

DATE.

Buyback Opening Date Buyback Closing Date Record Date Buyback Price

[●], 2017 [●], 2017 January 13, 2017 Rs.850/- Per Equity Share

1st Holder 2nd Holder 3rd Holder Address

DP ID

Client ID

Folio Number

Number of shares held on record Date

Share Entitlement for the Buyback

For the Buyback the acquisition window of BSE Limited is being used in terms of SEBI Circular bearing number

CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, 2016.

PLEASE CONTACT YOUR EQUITY BROKER FOR PARTICIPATION IN THE BUYBACK

I/we wish to participate in the Buyback of Dhanuka Agritech Limited 1. I/We, having read and understood the terms and conditions set out below, in the PA and in the Letter of Offer, hereby tender my/our

Shares in response to the Buyback. 2. I/We also understand that the consideration payable to me/us will be paid only if my/our Bid is validly tendered in accordance with the

PA, Letter of Offer, Tender Form and the Buyback Regulations 3. I/We hereby confirm that I have not sold or part/dealt with in any manner with the Shares tendered under the Buyback and these Shares

are free from any lien, equitable interest, charges & encumbrances, whatsoever. 4. I/We hereby declare that there are no restraints/injunctions, or other order of any nature which limits/restricts my/our rights to tender

Shares and I/We are the absolute and only owner of these Shares and legally entitled to tender the Shares under the Buyback. 5. I/We agree that upon acceptance of the Shares, tendered by me/us under the Buyback, I/we would cease to enjoy all right, title, claim

and interest whatsoever, in respect of such Shares of the Company. 6. I/We hereby undertake to execute any further documents, give assurance and provide assistance, which may be required in connection

of the Offer and agree to abide by the decisions taken in accordance with the applicable Rules and Regulations.

7. I/ we confirm and acknowledge the payment for the Buyback for the accepted shares will be directly credited to the account details available with the depositories or as given with the unique client code.

8. The demat shares not accepted in buyback will be returned to your DP account .Physical shares not accepted will be returned to address mentioned above by the Registrar to the Buyback

9. In case the payment/demat return is rejected for any reason it will be transferred to the account of our seller broker through whom bid was placed for onward remittance to me/us

10. I/we confirm if the number of Shares tendered is inconsistent with the number of Shares deposited in ICCL account, the number of Shares deposited ICCL account will be deemed to be the number of Shares tendered by you in the Buyback

11. In case of Demat Share tendered in the Buyback, I/We confirm that the tendered shares has been transferred to ICCL account, and non-receipt of tendered shares in ICCL account the Bid will get rejected.

12. In case of Physical Share tendered in the Buyback, non-receipt of shares certificate along with executed transfer form within two days of Tendering Period will invalidate the Bid

13. I/We have participated in the Buyback pursuant to independent enquiry, investigation and analysis. ---------------------------------------------------------------ACKNOWLEDGEMENT SLIP ------------------------------------------------------------------------------------

Buyback of Dhanuka Agritech Limited Application number_____________

Received but not verified from __________________________________a Tender Form offering ____________ Equity Shares of Dhanuka

Agritech Limited in the Buyback

Recived on __________________ Signature of offiical ________________________________


http://www.dhanuka.com/

14. I/we hereby tender to following shares in the Buyback at price of Rs 850 Per Equity shares as specified below:

In Figures In words

Number of Shares tendered in

Buyback

A Copy of TRS generated for our Bid by our broker is attached

15. To be filled by shareholders holding Physical shares only Please fill this details if you are holding the shares in the Physical Form.

I/We enclose the original Share certificate(s) and duly signed transfer deed(s) in respect of my/our Shares Held in as detailed below:

Folio No. Share Certificate(s) No. Distinctive Nos. Number of Shares

From To

(If the space provided is inadequate, please attach additional sheets of paper and

authenticate the same)

Total

Signature#

Sole / First Holder Second Holder Third Holder

CHECKLIST

(Please Tick () the box to the right of the appropriate category)

1 Tender Form

2 Copy of TRS

3 Original share certificate(s) of Dhanuka Agritech Limited

4 Valid share transfer deed(s)., duly stamped and executed as the transferee(s)

5 Other Documents

---------------------------------------------------------------------------ACKNOWLEDGEMENT SLIP ------------------------------------------------------------------------

For any investor related issue please contact Abhipra Capital Limited

Abhipra Complex, A-387, Dilkush Industrial Area, G.T. Karnal Road, Azadpur, Delhi-110033 Tel : 9111 42390725; Fax : 91 11 42390930Email : [email protected]

Contact Person : Mr. Dinesh Kumar Aggarwal

DRAFT LETTER OF OFFER CIN : L24219DL1985PLC020126 ... · 3. A shareholder cannot renounce their...

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