LETTER OF OFFER RASOI LIMITEDTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer (“Letter of Offer”/ “Offer Letter”/ “LOF”) is being sent to you as a Public Shareholder of Rasoi Limited (“Company”) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009, as amended (“Delisting Regulations”). If the Public Shareholders require any clarifications regarding the actions to be taken, they may consult their Seller Member or Investment Consultants or the Manager to the Offer or Registrar to the Offer. In case you have recently sold your Equity Shares in the Company, please hand over this Letter of Offer and the accompanying documents to the member of the stock exchange through whom the sale was effected.

LETTER OF OFFER for voluntary delisting of Equity Shares to the Public Shareholders of

RASOI LIMITED (the “Company”/ “RASOI”)

CIN: L25190WB1905PLC001594 Registered Office: ‘Rasoi Court’, 20, Sir R N Mukherjee Road, Kolkata - 700 001

Tel: (033) 2248 0114 Fax : (033) – 2248 1200, E-mail: [email protected] Website: www.rasoigroup.in Contact Person: Mr. Naresh Patangi, Executive Director, Company Secretary and Compliance Officer

From

Name Registered Office / Residential /

Business Address Tel/ Fax Email

J. L. Morison (India) Limited ‘Rasoi Court’ 20, Sir R N Mukherjee Road, Kolkata - 700 001

(033)- 2248 0115 [email protected]

Pallawi Resources Limited (033)- 2243 7906 [email protected]

Leaders Healthcare Limited (033)- 2243 7907 [email protected]

Mrs. Shashi Mody (033)- 2248 9138 [email protected]

Mrs. Sakshi Mody Orbit Arya, 25th Floor, Flat 2501 9, Darabshah Lane, Off. Nepean Sea Road, Mumbai – 400036

(022) – 6688 0100 [email protected]

(hereinafter collectively referred to as the “Acquirers”) inviting you to tender your fully paid-up equity shares of face value of Rs. 200/- (Rupees Two Hundred Only) each (“Equity Shares”),

pursuant to a Reverse Book Building Process in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 as amended (“Delisting Regulations”)

Floor Price: Rs. 25,408/- (Rupees Twenty Five Thousand Four Hundred Eight Only) per Equity Share And

Indicative Offer Price: Rs. 26,500/- (Rupees Twenty Six Thousand Five Hundred Only) per Equity Share NOTES:

If you wish to tender your Equity Shares pursuant to this Letter of Offer to the Acquirers, you should carefully read this Letter of Offer and the instructions herein.

The Delisting Offer is open to all the Public Shareholders holding Equity Shares in physical form (“Physical Shares”) and beneficial owners holding Equity Shares in dematerialized form (“Demat Shares”).

The Offer will be implemented by the Acquirers through the Stock Exchange mechanism, as provided under the Delisting Regulations and circular no CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 issued by Securities and Exchange Board of India, as amended from time to time (“SEBI Circular”) and Operational Guidelines for Offer to Buy (“OTB Window”) issued by BSE Limited (“BSE”), to facilitate tendering of the Equity Shares by the Public Shareholders (as defined below) and settlement of the same, through the stock exchange mechanism. For details on methodology on Stock Exchange mechanism please refer Clause 14, “Procedure for tendering and settlement of shares though Stock Exchange” of this Letter of Offer.

Please complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Letter of Offer, which is enclosed at the end of this booklet and submit the Bid Form to your Seller Member (as defined below) for bidding under OTB (as defined below). In case of the Equity Shares held in physical form, you are required to approach your Seller Member to participate in the Delisting Offer with the complete set of documents for verification procedures as mentioned in Clause 14 of this Letter of Offer and post bidding submit those documents along with Transaction Registration Slip (“TRS”) either by registered post or courier or hand delivery to the Registrar to the Offer within 2 (two) working days of bidding by your Seller Member.

For the implementation of the Delisting Offer, the Acquirers have appointed SPA Securities Limited as the registered broker (“Buyer Member”) through whom the purchases and settlements on account of the Offer would be made by the Acquirers.

Bid / Offer opens on: January 30, 2019; Wednesday Bid / Offer closes on: February 05, 2019; Tuesday

MANAGER TO THE DELISTING OFFER:

REGISTRAR TO THE DELISTING OFFER: SUMEDHA FISCAL SERVICES LIMITED CIN: L70101WB1989PLC047465 SEBI REGN No: INM000008753 Validity of Registration: Permanent (Contact Person: Mr. Ajay K Laddha) 6A Geetanjali, 6th Floor, 8B Middleton Street, Kolkata – 700 071 Tel No.: (033) 2229 8936 Fax No.: (033) 2226 4140 Email: [email protected] Website: www.sumedhafiscal.com

C B MANAGEMENT SERVICES (P) LIMITED CIN: U74140WB1994PTC062959 SEBI REGN No : INR000003324 Validity of Registration: Permanent (Contact Person: Mr. Subhabrata Biswas) P-22 Bondel Road, Kolkata – 700 019 Tel No.: (033) 4011 6700/ 4011 6715 Fax No.: (033) 4011 6739 Email: [email protected] Website: www.cbmsl.com

http://www.rasoigroup.in/

mailto:[email protected]


http://www.sumedhafiscal.com/


http://www.cbmsl.com/

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SCHEDULE OF ACTIVITIES For the process of the Delisting Offer, the schedule of activity will be as set out below:

Activity Date Day

Resolution for approval of the Delisting Proposal passed by the board of directors the Company

November 29, 2018 Thursday

Specified Date for determining the names of shareholders to whom the Letter of Offer shall be sent#

January 22, 2019 Tuesday

Date of publication of the Public Announcement January 22, 2019 Tuesday

Last date for dispatch of Letters of Offer/Bid Forms to the Public Shareholders as on Specified Date

January 24, 2019 Thursday

Bid Opening Date (bid starts at trading hours) January 30, 2019 Wednesday

Last date of revision (upwards) or withdrawal of Bids February 04, 2019 Monday

Bid Closing Date (bid closes at end of trading hours) February 05, 2019 Tuesday

Last date for Announcement of Discovered Price/Exit Price and the Acquirers acceptance / non-acceptance of Discovered Price/ Exit Price@

February 12, 2019 Tuesday

Last date for payment of consideration to Public Shareholders* February 20, 2019 Wednesday

Last date for return of Equity Shares to the shareholders in case of failure of Delisting Offer/Bids have not been accepted

February 20, 2019 Wednesday

#Specified Date is only for the purpose of determining the name of the Public Shareholders as on such date to whom the Letter of Offer will be sent. However, all owners (registered or unregistered) of the Shares of the Company are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date.

@ This is an indicative date and the announcement may be made on or before February 12, 2019, being the fifth working day from the Bid Closing Date.

*Subject to the acceptance of the Discovered Price or Exit Price.

Note: All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of corrigendum in all the newspapers in which the Public Announcement has appeared. Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.

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RISK FACTORS:

The risk factors set forth below do not relate to the present or future business operations of the Company or any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by any Public Shareholder in the Delisting Offer. Each Public Shareholder of the Company is hereby advised to consult with legal, financial, tax, investment or other independent advisors and consultants of their choice, if any, for further risks with respect to each such Public shareholder's participation in the Delisting Offer (defined hereinafter) and related sale and transfer of Offer Shares (defined hereinafter) of the Company to the Acquirers.

Risk factors relating to the transaction, the proposed Delisting Offer and the probable risk involved in associating with the Acquirers:

The Acquirers make no assurance with respect to the financial performance of the Company.

The Delisting Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer for reasons beyond the control of the Acquirers. Consequently, the payment of consideration to the Public Shareholders whose Offer Shares are accepted under this Delisting Offer as well as the return of Offer Shares not accepted under this Delisting Offer by the Acquirers may get delayed.

The Acquirers and the Manager to the Offer accept no responsibility for statements made otherwise than in this Letter of Offer or in the Public Announcement or in advertisements or other materials issued by, or at the instance of the Acquirers or the Manager to the Offer, and anyone placing reliance on any other source of information, would be doing so at his/her/their own risk.

This Delisting Offer is subject to completion risks as would be applicable to similar transactions.

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Sr. No Particulars Page No.

KEY DEFINITIONS AND ABBREVIATIONS

1. BACKGROUND OF THE DELISTING OFFER 7

2. NECESSITY AND OBJECTIVE OF DELISTING OFFER 10

3. BACKGROUND OF THE ACQUIRERS 11

4. BACKGROUND OF THE COMPANY - RASOI LIMITED (“RASOI”) 15

5. STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY ARE LISTED AND SOUGHT TO BE DELISTED

17

6. MANAGER TO THE DELISTING OFFER 17

7. REGISTRAR TO THE OFFER 17

8. STOCK BROKER OF THE ACQUIRER 17

9. DETERMINATION OF THE FLOOR PRICE 17

10. DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE 19

11. MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE DELISTING OFFER

20

12. ACQUISITION WINDOW FACILITY OR OFFER TO BUY (OTB) 21

13. DATES OF OPENING AND CLOSING OF BID PERIOD 22

14. PROCEDURE FOR TENDERING AND SETTLEMENT OF SHARES THROUGH STOCK EXCHANGE

23

15. PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID 29

16. DETAILS OF ESCROW ACCOUNT 29

17. PROPOSED SCHEDULE OF ACTIVITIES FOR THE DELISTING OFFER 30

18. INFORMATION REGARDING STOCK MARKET DATA 31

19. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY

32

20. LIKELY POST SUCCESSFUL DELISTING OFFER SHAREHOLDING PATTERN OF THE COMPANY

33

21. STATUTORY APPROVALS 33

22. NOTE ON TAXATION 34

23. CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY 34

24. COMPLIANCE OFFICER 35

25. DISCLAIMER CLAUSE OF BSE 35

26. GENERAL DISCLAIMER 35

ENCLOSURES: BID CUM ACCEPTANCE FORM, BID REVISION/WITHDRAWAL FORM & SECURITIES TRANSFER FORM (SH-4)

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Term Key Definitions & Abbreviations

Acquirers J. L. Morison (India) Limited (“JLMIL”), Pallawi Resources Limited (“PRL”),

Leaders Healthcare Limited (“LHL”), Mrs. Shashi Mody and Mrs. Sakshi Mody.

Acquisition Window

Facility

The separate acquisition window in the form of web based bidding platform provided by the BSE in accordance with the Stock Exchange Mechanism conducted in accordance with the Delisting Regulations.

Bid Offer by a Public Shareholder to tender his/ her/ its Offer Shares by submitting

a Bid Form to the Seller Broker during the Bid Period in accordance with the

Letter of Offer.

Bid Closing Date Close of trading hours on February 05, 2019 being the last date of the Bidding

Period.

Bid Opening Date Opening of trading hours on January 30, 2019 being the date on which the

Bidding Period commences.

Bid Form Bid form as enclosed with this Letter of Offer and specifically marked as ‘Bid

Cum Acceptance Form’ and the ‘Bid Revision / Withdrawal Form’.

Bid Period Bid Opening Date to Bid Closing Date, inclusive of both dates.

Bidder(s)/Seller(s) All Public Shareholders (other than Acquirers, Promoter and Promoter Group)

of the Company participating in this Delisting Offer by placing their bids under

the stock exchange mechanism.

Bidder/Seller Member A Trading Member (who is a member of the BSE) with whom the public

shareholder has registered his/her Unique Client Code (UCC) and through

whom the shareholder wants to participate in the Delisting Offer.

Board Of Directors Board of Directors of the Company.

BSE BSE Limited

BSE Notification Date /

Reference Date

November 16, 2018

Buyer Broker / Buyer

Member

SPA Securities Limited.

CIN Corporate Identification Number.

Clearing Corporation Clearing Corporation of India Limited.

Company or RASOI Rasoi Limited

Counter Offer Price The price per Equity Share, which is lower than the Discovered Price but not

less than the book value of the Company as certified by a merchant banker,

that is offered by the Acquirers within two working days of the completion of

the RBB Process, in terms of regulation 16(1A) of the Delisting Regulations.

Delisting Letter Letter dated November 16, 2018 sent by the Acquirers to the Company

conveying their intention to make the Delisting Offer.

Delisting Offer The offer being made by the Acquirers to acquire and delist from the BSE all

the Offer Shares, from the Public Shareholders in accordance with the Delisting

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Regulations, the Public Announcement and this Letter of Offer.

Delisting Regulations The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009 and subsequent amendments thereto.

Designated Stock

Exchange / Stock

Exchange

BSE

Discovered Price The price at which the shareholding of the Promoter and Promoter Group

reaches 90% of the total Equity Shares outstanding pursuant to a RBB Process

conducted in the manner specified in Schedule II of the Delisting Regulations

which shall not be lower than the Floor Price.

Due Diligence Report The Due Diligence Report submitted by Sumedha Fiscal Services Limited.

Equity Shares/ Ordinary

Shares / Shares

The fully paid-up equity shares of the Company of face value of Rs. 200 each.

Escrow Account Escrow Bank Account opened with Escrow Bank having account number

“57500000321238” in the name of “Rasoi Limited Delisting Offer Escrow

Account” referred to in Clause 16 below and in accordance with the Delisting

Regulations.

Escrow Bank HDFC Bank Ltd.

Exit Window a period of 1 (one) year following the date of delisting of Equity Shares from

the BSE.

Exit Price a) The Discovered Price, if accepted by the Acquirers; (b) a price higher than

the Discovered Price, if offered by the Acquirers at their discretion; or (c) the

Counter Offer Price offered by the Acquirers at their discretion which,

pursuant to acceptance and/ or rejection by Public Shareholders, results in the

shareholding of the Promoter and Promoter Group reaching 90% of the total

Equity Shares outstanding.

Floor Price The price of Rs. 25,408/- (Rupees Twenty Five Thousand Four Hundred And

Eight Only) per Equity Share as determined in accordance with the Delisting

Regulations.

Indicative Offer Price The price of Rs. 26,500/- (Rupees Twenty Six Thousand Five Hundred Only) per

equity share at which the Acquirers may be willing to accept the equity shares

tendered by the Public Shareholders of the Company in the Delisting Offer.

Floor Price Letter Letter received from Acquirers on November 19, 2018 providing the details of

the floor price for the Delisting Offer, along with a certificate provided by

Walker Chandiok & Co LLP, Chartered Accountants, certifying the Floor Price.

Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 as amended from time to time.

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Merchant Banker /

Manager to the Delisting

Offer / Manager to the

Offer

Sumedha Fiscal Services Limited

Offer Letter / Letter of

Offer / LOF

This letter of Offer issued by the Acquirers dated January 22, 2019.

Offer / Delisting offer Exit Opportunity to the Public Shareholders of the Company holding in

aggregate 24,225 fully paid–up equity shares of face value of Rs. 200/- each,

representing 25.08 % of the total paid-up equity share capital of the Company,

in respect of Delisting of equity shares of the Company from BSE in accordance

with the Delisting Regulations.

Offer Shares 24,225 equity shares representing 25.08 % of the equity share capital of the

Company held by Public Shareholders.

OTB Offer to Buy

Physical Shares Offer Shares that are not in dematerialised form

Public Announcement/ PA Statutory Public Announcement for delisting as published on January 22, 2019

in the newspapers set out in Clause 1(p) below

Public Shareholders All the public shareholders of the Company as defined under Regulation 2(1)(v)

of the Delisting Regulations.

RBI Reserve Bank of India.

RBB Process Reverse Book Building Process as per the Delisting Regulations.

Registrar or Registrar to

the Offer

C B Management Services (P) Limited.

Residual Public

Shareholders

The Public Shareholders whose Offer Shares have not been acquired by the Acquirers during the Delisting Offer.

SEBI Securities and Exchange Board of India.

SEBI Circulars The following circulars issued by SEBI: (i) circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015; and (ii) circular no. CFD/DCR2/CIR/P/2016/131 dated December 09, 2016

Stock Exchange

Mechanism

The process set out in the SEBI Circulars

STT Securities Transaction Tax

Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011, as amended from time to time.

TRS Transaction Registration Slip

UCC Unique Client Code

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Dear Public Shareholder,

Invitation to tender Equity Shares held by you in the Company The Acquirers are pleased to invite you to tender your Equity Shares, on the terms and subject to the conditions set out in the Delisting Regulations, the Public Announcement and in this Letter of Offer, held by you in the Company to the Acquirers pursuant to the Delisting Offer made in accordance with relevant provisions of the Delisting Regulations.

1. BACKGROUND OF THE DELISTING OFFER

a) Rasoi Limited is a public limited company incorporated on February 3, 1905 as Doyapore Tea

Company Limited under the Indian Companies Act, 1882. The name of the Company was changed to Rasoi Vanaspati & Industries Limited on October 5, 1974. Subsequently, the name of the Company was changed to Rasoi Limited w.e.f. January 1, 1982.

Rasoi Limited, bearing CIN: L25190WB1905PLC001594 and having its registered office at ‘Rasoi Court’, 20 Sir R. N. Mukherjee Road, Kolkata – 700001 is engaged in diverse business activities. The Company manufactures baby care products and packing materials.

b) The equity shares of the Company are listed and traded on BSE. c) As on the date of this Letter of Offer, the authorised equity share capital of the Company is Rs.

3,75,00,000 (Rupees Three Crore Seventy Five Lakh Only) comprising 1,87,500 (One Lakh Eighty Seven Thousand Five Hundred) equity shares of the face value of Rs. 200/- each and authorized preference share capital is Rs. 25,00,000 (Rupees Twenty Five Lakh Only) comprising 25,000 (Twenty Five Thousand) 11% Redeemable Cumulative Preference Shares of face value of Rs. 100/- each. The issued, subscribed and fully paid-up equity share capital of the Company is Rs. 1,93,20,000/- (Rupees One Crore Ninety Three Lakh Twenty Thousand Only) comprising 96600 (Ninety Six Thousand Six Hundred) equity shares of the face value of Rs. 200/- each (the “Share Capital”).

d) As on the date of this Letter of Offer, the Promoter and Promoter Group of the Company holds

72,375 (Seventy Two Thousand Three Hundred Seventy Five) equity shares, representing 74.92% of the Share Capital.

e) The Acquirers, who are part of the Promoter and Promoter Group, are hereby making this Letter

of Offer to all the Public Shareholders (defined to mean all the shareholders other than the Promoter and Promoter Group and holders of depository receipts issued overseas against equity shares held with a custodian, and hereinafter referred to as the “Public Shareholders”) of the Company to acquire from them 24,225 equity shares (“Offer Shares”) representing the balance 25.08% of the share capital of the Company pursuant to Regulation 5 read with Chapter IV of the Delisting Regulations. If the Delisting Offer is successful in accordance with the terms set out in Clause 11 of this Letter of Offer, the necessary application will be made to delist the equity shares from the BSE pursuant to and in accordance with the Delisting Regulations and on the terms set

8

out in this Letter of Offer, Public Announcement and any other delisting offer documents. Consequent to such actions, the equity shares of the Company shall be delisted from BSE.

f) Pursuant to a letter dated November 16, 2018 (“Delisting Letter”), the Acquirers have conveyed

their intention to make a voluntary delisting offer to acquire the Offer Shares and to delist the equity shares of the Company from BSE in accordance with the Delisting Regulations and requested the Board of Directors of the Company to approve the Delisting Offer and to seek the requisite approval from the shareholders of the Company in accordance with the Delisting Regulations. The receipt of the Delisting Letter was notified by the Company to the BSE on November 16, 2018 (“BSE Notification Date”/ “Reference Date”).

g) On November 19, 2018, the Company received a letter from Acquirers, providing the details of

the floor price for the Delisting Offer, along with a certificate provided by Walker Chandiok & Co LLP, Chartered Accountants, certifying the Floor Price for the Delisting Offer to be Rs. 25,408/- (Rupees Twenty Five Thousand Four Hundred and Eight Only) per equity share computed in accordance with the Regulation 15(2) of the Delisting Regulations read with Regulation 8 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Floor Price Letter”).

h) The Acquirers have sent a letter dated November 19, 2018, to the Board of Directors of the

Company intimating that, after considering the prevailing market conditions and with a view to reward shareholders, they are willing to accept equity shares tendered in the delisting offer at a price of Rs. 26,500/- (Rupees Twenty Six Thousand Five Hundred Only) per equity share (“Indicative Offer Price”). The Indicative Offer Price is at a premium of Rs. 1,092/- per equity share over the Floor Price.

However, this Indicative Offer Price should in no way be construed as:

(i) a ceiling or maximum price for the purposes of the Reverse Book Building process and the

Public Shareholders are free to tender their equity shares at any price higher than the Indicative Offer Price in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009; or

(ii) a commitment by the Acquirer(s) to accept the equity shares tendered in the delisting offer if the discovered price (price at which maximum equity shares have been tendered in the reverse book building process) is less than the Indicative Offer Price; or

(iii) an obligation on the Acquirer(s) to pay the Indicative Offer Price in the event the Discovered Price is lower than the Indicative Offer Price; or

(iv) any restriction on the ability of Acquirer(s) to acquire equity shares at a price higher or lower than the Indicative Offer Price.

i) The Company has informed the aforesaid Floor Price and Indicative Offer Price to the Stock

Exchange on November 19, 2018.

j) Pursuant to the Delisting Letter, the Board of Directors of the Company, at its meeting held on November 21, 2018, took on record the Delisting Letter and appointed Sumedha Fiscal Services

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Limited (“Merchant Banker”) as the Merchant Banker for carrying out due diligence as required in terms of Regulations 8(1A)(ii) and 8(1D) of the Delisting Regulations. The Company notified the BSE on the outcome of such meeting on the same day, i.e. November 21, 2018.

k) The Company notified the BSE on November 26, 2018 that a meeting of the Board of Directors is

to be held on November 29, 2018 in order to: (i) review and take on record the Due Diligence Report of the Merchant Banker in terms of Regulation 8(1A)(ii) and 8(1E) of the Delisting Regulations; (ii) approve/ reject the offer of voluntary delisting made by the Acquirers; and (iii) any other matter incidental thereto.

l) The Board of Directors, in their meeting on November 29, 2018, Inert-alia, considered/ approved/

taken on record the following items:

(i) took on record the Due Diligence Report submitted by the Merchant Banker;

(ii) based on the information available with the Company and after taking on record the undertakings/ confirmation from the Acquirer(s) and the Due Diligence Report, the Board of Directors have certified in accordance with Regulation 8(1B) of Delisting Regulations that (a) the Company is in compliance with the applicable provisions of securities laws; (b) the Acquirers, Promoter and Promoter Group, persons acting in concert, or their related entities, are in compliance with sub-regulation (5) of Regulation 4 of Delisting Regulations; and (c) the Delisting Offer and consequent voluntary delisting of the equity shares of the Company are in the interest of the shareholders;

(iii) approved the Delisting Offer and the consequent voluntary delisting of the equity shares of

the Company from BSE in terms of the Delisting Regulations subject to the approval of shareholders of the Company;

(iv) approved the notice of postal ballot in order to take the approval of shareholders by way of

postal ballot in accordance with Regulation 8(1)(b) of Delisting Regulations and in accordance with the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable laws.

The Company notified BSE of the outcome of this Board Meeting on the same day, i.e. November 29, 2018.

m) The Company had dispatched the notice of postal ballot to the Shareholders of the Company for

seeking their approval through postal ballot and e-voting.

n) The shareholders of the Company approved the Delisting Offer by way of special resolution in accordance with the Delisting Regulations on January 04, 2019 based on the results of the postal ballot declared on January 05, 2019 at the registered office of the Company and the same was notified to the Stock Exchange/ BSE on the same date. As part of the said resolution, the votes cast by the Public Shareholders in favour of the Delisting Offer are 2070 (Two Thousand Seventy)

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votes which is more than two times the number of votes cast by the Public Shareholders against it i.e. 83 (Eighty Three) votes.

o) The BSE has issued its in-principle approval to the Delisting Offer vide letter no.

DCS\Delisting\PP\IP\1241\2018-19 dated January 21, 2019, in accordance with Regulation 8(3) of the Delisting Regulations.

p) The Public Announcement has been issued in the following newspaper as required under the

Regulation 10(1) of the Delisting Regulations.

Newspaper Language Edition

Financial Express English All Edition

Jansatta Hindi All Edition

Nav Shakti Marathi Mumbai Edition

q) Any changes, modifications or amendments to the Public Announcement, if any, will be notified

by way of issuing corrigendum in all of the aforesaid newspapers.

r) The Delisting Offer is subject to the acceptance of the Discovered Price (defined below in Clause 10 of this Letter of Offer), determined in accordance with the Delisting Regulations, by the Acquirers. The Acquirers may also, at their discretion, propose: (i) a price higher than the Discovered Price for the purposes of the Delisting Offer; or (ii) a price which is lower than the Discovered Price but not less than the book value of the Company as certified by the Merchant Banker, in terms of regulation 16(1A) of the Delisting Regulations (“Counter Offer Price”). Any Discovered Price that is accepted by the Acquirers for the Delisting Offer, a higher price that is offered by the Acquirers for the Delisting Offer at their discretion, or a Counter Offer Price that results in shareholding of the Promoter and Promoter Group reaching 90% of the total Equity Shares outstanding pursuant to acceptance of the Counter Offer Price by Public Shareholders, shall hereinafter be referred to as the “Exit Price”.

s) The Acquirers reserve the right to withdraw the Delisting Offer in certain cases as set out in

Clause 11 of this Letter of Offer. 2. NECESSITY AND OBJECTIVE OF DELISTING OFFER The Acquirers have specified the following rationale for the Delisting Offer: Delisting of the Company will simplify the holding structures to ensure full ownership of the Company, which is seen to provide the Promoter(s)/ Acquirer(s) with increased operational & financial flexibility to support the Company's business and strategic needs. It will also ease any future restructuring transaction for improving synergies in the group. Additionally, the Acquirer(s) believe that on account of the low liquidity in the Company's equity shares, the delisting of the equity shares is in the interest of the Public Shareholders as it will provide them with an exit opportunity from the Company at a price determined in accordance with the reverse book building mechanism set out in the Delisting Regulations.

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3. BACKGROUND OF THE ACQUIRERS: 3.1 J. L. MORISON (INDIA) LIMITED (“JLMIL”) a) J. L. Morison (India) Limited (“JLMIL”) is a public limited company, incorporated on October 15,

1934 under the Indian Companies Act, 1913. The registered office of JLMIL is situated at ‘Rasoi Court’, 20 Sir R. N. Mukherjee Road, Kolkata – 700 001. The CIN of JLMIL is L51109WB1934PLC088167.

b) JLMIL is an FMCG Company and has been in the business of building sustainable brands in India

over 80 years. In the past, JLMIL has manufactured and/ or distributed international brands like Nivea, Equal, Wella and Coty fragrances. Presently, JLMIL manufactures/ markets/ distributes three brands in the baby care (Morisons Baby Dreams), oral care (Emoform-R toothpaste) and hair care (Bigen) segments.

c) As on the date of this Letter of Offer, the issued and paid-up equity share capital of JLMIL is Rs.

1,36,50,340/- (Rupees One Crore Thirty Six Lakh Fifty Thousand Three Hundred Forty Only) comprising 1,365,034 (Thirteen Lakh Sixty Five Thousand Thirty Four) equity shares of face value of Rs. 10/- each. As on the date of this Letter of Offer, the equity shares of the JLMIL continue to be listed on the BSE Limited and The Calcutta Stock Exchange Limited.

d) As on the date of this Letter of Offer, JLMIL holds 18,003 equity shares of the Company.

e) Select extracts of the audited financials of the JLMIL for the Financial Years ended March 31, 2016, March 31, 2017 and March 31, 2018 are as follows:

Rs. In Lakhs except EPS

Particulars Year ended 31.03.2018

(Audited)

Year ended 31.03.2017

(Audited)


(Audited)

Paid up share capital 136.50 136.50 136.50

Reserve and Surplus/ Other Equity 17726.64 8203.80 8067.41

Non Current Liabilities 525.13 251.58 236.87

Fixed Assets (including Capital Work in Progress) 2713.80 1821.85 2847.91

Non Current Investments 13485.75 3507.41 2345.00

Other Non Current Assets/ Long-term Loans and Advances

43.72 123.16 53.00

Net Current Assets 2145.00 3139.47 3194.88

Total Revenue/ Income 9353.15 8015.07 9641.95

Profit/ (Loss) Before Tax 1072.85 52.54 454.92

Profit/ (Loss) After tax 964.26 136.39 278.81

EPS 70.64 9.99 20.43

Note: The financial information for the financial year ended March 31, 2018 has been extracted from the JLMIL audited financial statements prepared in accordance with Indian Accounting Standard (Ind AS). The financial information for the financial year ended March 31, 2017 and March

12

31, 2016 has been extracted from the JLMIL audited financial statements prepared in accordance with generally accepted accounting principles in India (Indian GAAP).

3.2 Pallawi Resources Limited

a) Pallawi Resources Limited (“PRL”) is an unlisted public limited company incorporated on

September 8, 1981 under the provisions of Companies Act, 1956 with the Registrar of Companies, West Bengal. The registered office of PRL is situated at ‘Rasoi Court’, 20 Sir R. N. Mukherjee Road, Kolkata – 700 001. The CIN of PRL is U34103WB1981PLC034077. PRL is engaged in property rental business.

b) As on the date of this Letter of Offer the issued and paid-up equity share capital of PRL is Rs.

20,24,670/- (Rupees Twenty Lakh Twenty Four Thousand Six Hundred Seventy Only) comprising 2,02,467 (Two Lakh Two Thousand Four Hundred Sixty Seven) equity shares of face value of Rs. 10/- each.

c) As on the date of this Letter of Offer, PRL holds 7,851 equity shares of the Company.

d) Select extracts of the audited financials of the PRL for the Financial Years ended March 31, 2016, March 31, 2017 and March 31, 2018 are as follows:



(Audited)


(Audited)


(Audited)


Reserves & Surplus 867.55 748.09 673.41





2.78 4.00 18.42


Total Income 222.53 176.00 144.98



EPS 59.00 36.89 9.56

Note: The financial information for the financial year ended March 31, 2018, March 31, 2017 and March 31, 2016 has been extracted from the PRL audited financial statement prepared in accordance with generally accepted accounting principles in India (Indian GAAP).

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3.3 Leaders Healthcare Limited

a) Leaders Healthcare Limited (“LHL) is an unlisted public limited company, incorporated on August 18, 1986 under the provisions of the Companies Act, 1956 with the Registrar of Companies, West Bengal. The registered office of LHL is situated at ‘Rasoi Court’, 20 Sir R. N. Mukherjee Road, Kolkata – 700 001. The CIN of LHL is U65993WB1986PLC041120. LHL is engaged in manufacturing toothpaste under the brand name “EMOFORM-R”.

b) As on the date of this Letter of Offer the issued and paid-up equity share capital of LHL is Rs.

99,00,000/- (Rupees Ninety Nine Lakh Only) consisting of 9,90,000 (Nine Lakh Ninety Thousand) equity shares of face value of Rs. 10/- each.

c) As on the date of this Letter of Offer, LHL holds 6,715 equity shares of the Company.

d) Select extracts of the audited financials of the LHL for the Financial Years ended March 31, 2016, March 31, 2017 and March 31, 2018 are as follows:



(Audited)


(Audited)


(Audited)


Reserves & Surplus 1158.80 1104.42 1064.32





0.05 0.05 0.05


Total Revenue 920.20 743.21 1037.18



EPS 5.49 4.05 5.93

Note: The financial information for the financial year ended March 31, 2018, March 31, 2017 and March 31, 2016 has been extracted from the LHL audited financial statement prepared in accordance with generally accepted accounting principles in India (Indian GAAP).

3.4 Mrs. Sakshi Mody

Mrs. Sakshi Mody was born on August 27, 1984. She has done her Bachelor’s Degree from the University of Virginia, USA and has a wide range of experience in media industry and public relations. Apart from the directorship in the Company, Mrs. Sakshi Mody is also a Director on the Board of J. L. Morison (India) Limited and Hindustan Composites Limited. As on the date of this Letter of Offer, she does not hold any shares in the Company.

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3.5 Mrs. Shashi Mody Mrs. Shashi Mody was born on September 16, 1958. She is an Industrialist and possesses wide and rich experience across various industries like Food processing, Baby care products, Real estate and Finance. As on the date of this Letter of Offer, Mrs. Shashi Mody does not hold any shares in the Company.

3.6 As on the date of this Letter of Offer, the collective shareholding of the Promoter and Promoter

Group in the Company is as follows:

Name of Promoter and Promoter Group No. of Equity Shares held

% of Paid-up Capital of the Company

Varunn Mody 4,087 4.23

Raghu Nandan Mody 276 0.29

J L Morison (India) Limited 18,003 18.64

Hindustan Composites Limited 16,565 17.15

Pallawi Resources Limited 7,851 8.13

Leaders Healthcare Limited 6,715 6.95

Goodpoint Advisory Services LLP 5,414 5.60

Noble Trading Company Limited 4,095 4.24

Silver Trading and Services Limited 4,024 4.17

Surdas Trading & Mfg. Co. Limited 1,790 1.85

Pallawi Trading & Mfg. Co. Limited 1,662 1.72

Axon Trading & Mfg. Co. Limited 1,541 1.59

Lotus Udyog Limited* 352 0.36

Total 72,375 74.92

* Converted into LLP w.e.f. 28th September, 2018

3.7 No individual / entity belonging to the Promoter or Promoter Group of the Company has sold any equity shares of the Company during the six months preceding the date of the Board Meeting i.e., November 29, 2018, wherein the Delisting Offer was approved. Further the individuals/ entities belonging to the Promoter or Promoter Group of the Company have undertaken not to sell the equity shares of the Company until the earlier of (i) completion of the Delisting Offer in accordance with the Delisting Regulations; or (ii) failure of the Delisting Offer in accordance with the Delisting Regulations.

3.8 Neither the Acquirers including their Directors nor the Promoter or Promoter Group of the Company have been prohibited by the SEBI from dealing in securities, in terms of directions issued under section 11B of the SEBI Act, 1992 as amended (“SEBI Act”) or under any other regulation made under the SEBI Act.

3.9 The Acquirers hereby invite all the Public Shareholders of the Company to bid in accordance with the reverse book building process of the BSE and on the terms and subject to the conditions set out herein, all of their Offer Shares.

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3.10 The Acquirers have, as detailed in Clause 16 of this Letter of Offer made available all the requisite funds necessary to fulfill the obligations of the Acquirers under the Delisting Offer.

4. BACKGROUND OF THE COMPANY – RASOI LIMITED (“RASOI”) a) Rasoi Limited is a public limited company incorporated on February 3, 1905 under the Indian

Companies Act 1882 as Doyapore Tea Company Limited. The name of the Company was changed to Rasoi Vanaspati & Industries Limited on October 5, 1974. Subsequently, the name of the Company was changed to Rasoi Limited w.e.f. January 1, 1982.

Rasoi Limited, bearing CIN: L25190WB1905PLC001594 and having its registered office situated at ‘Rasoi Court’, 20 Sir R. N. Mukherjee Road, Kolkata – 700001 is engaged in diverse business activities. The Company manufactures baby care products and packing materials.

b) The equity shares of the Company are listed and traded on BSE. c) The authorized equity share capital of the Company is Rs. 3,75,00,000/- (Rupees Three Crores

Seventy Five Lakh Only) comprising 1,87,500 (One Lakh Eighty Seven Thousand Five Hundred) equity shares of the face value of Rs. 200/- each and authorized preference share capital is Rs. 25,00,000/- (Rupees Twenty Five Lakh Only) comprising 25,000 (Twenty Five Thousand) 11% Redeemable Cumulative Preference Shares of face value of Rs. 100/- each.

The issued, subscribed and fully paid-up equity share capital of the Company is Rs. 1,93,20,000/- (Rupees One Crore Ninety Three Lakh Twenty Thousand Only) comprising 96,600 (Ninety Six Thousand Six Hundred) equity shares of the face value of Rs. 200/- each (the “Share Capital”).

As on the date of Letter of Offer there are no outstanding instruments in the nature of warrants or fully convertible debentures or partly convertible debentures/ preference shares or employee options etc., which are convertible into equity shares at any later date.

d) As on the date of this Letter of Offer, the Directors of the Company are Mr. Raghu Nandan Mody,

Mrs. Sakshi Mody, Mr. Naresh Patangi, Mr. Vaidyanathan R Subramanian, Mr. H M Parekh, Mr. Vijai Singh and Mr. Arindam Sarkar.

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e) Select extracts of the standalone audited financials of the Company for the Financial Years ended March 31, 2016, March 31, 2017 and March 31, 2018 are as follows

Note: The financial information for the financial year ended March 31, 2018 has been extracted from the RASOI audited financial statement prepared in accordance with Indian Accounting Standard (Ind AS). The financial information for the financial year ended March 31, 2017 and March 31, 2016 has been extracted from the RASOI audited financial statement prepared in accordance with generally accepted accounting principles in India (Indian GAAP).

Select Extracts of the un-audited standalone financial results of the Company for the nine months ended December 31, 2018 are as follows:


Particulars Amount

Total Income 1326.55

Total Expenses 1430.04

Profit /(Loss) before Tax (103.49)

Tax Expense (63.31)

Net Profit/ (Loss) after Tax (40.18)

Total Other Comprehensive Income(net of tax) 543.23

Total Comprehensive Income 503.05

EPS (not annualised)

(41.59)

Rs. In Lakhs except FV & EPS


(Audited)


(Audited)


(Audited)


Reserve and Surplus/ Other Equity 15728.20 12842.11 11955.32





598.45 1034.87 2322.81


Total Revenue 2241.01 2214.72 1900.16



Face Value per Equity Share (FV) 200.00 200.00 10.00

EPS 313.80 939.53 20.27

17

5. STOCK EXCHANGE ON WHICH THE EQUITY SHARES OF THE COMPANY ARE LISTED AND SOUGHT TO BE DELISTED

The equity shares of the Company is presently listed and traded on the BSE only. The Acquirers propose to delist the equity shares of the Company from BSE pursuant to the Delisting Regulations. 6. MANAGER TO THE DELISTING OFFER

The Acquirers have appointed Sumedha Fiscal Services Limited bearing CIN: L70101WB1989PLC047465 and having its registered office at 6A Geetanjali, 8B Middleton Street, Kolkata – 700 071, Tel: (033) 2229-8936, Fax: (033) 2226-4140, E-mail: [email protected], Website: www.sumedhafiscal.com as Manager to the Delisting Offer (“Manager to the Offer”). As on the date of the Letter of Offer, the Manager to the Offer doesn’t hold any equity shares of the Company. 7. REGISTRAR TO THE OFFER The Acquirers have appointed C B Management Services (P) Limited, bearing CIN: U74140WB1994PTC062959 and having its registered office at P-22, Bondel Road, Kolkata - 700019, Tel: (033) 4011 6700, 4011 6715, Fax: (033) 4011 6739, E-mail: [email protected], Website: www.cbmsl.com as Registrar to the Delisting Offer (“Registrar to the Offer”). 8. STOCK BROKER OF THE ACQUIRER

The Acquirers have appointed SPA Securities Limited, bearing CIN: U74899DL1994PLC058382 and having its registered office at 25, C- Block Community Centre, Janak Puri, New Delhi – 110 058, as the stock broker of the Acquirer(s) (“Buyer Broker”). Tel. No. (011) – 4558 6600/ 4567 5500, Fax No. (011) – 2557 2763, Email: [email protected], Contact Person: Mr. Atul Mehra. 9. DETERMINATION OF THE FLOOR PRICE (a) The Acquirers propose to acquire the entire equity shares of the Company from the Public

Shareholders pursuant to a reverse book-building process established in terms of Schedule II of the Delisting Regulations.

(b) The equity shares of the Company are currently listed and traded on BSE. The Security Code and

Security ID of the Company are “507649” and “RASOI” respectively and are placed under “X” Group.

(c) The trading turnover based on the trading volume in the shares on BSE during the period

November 1, 2017 to October 31, 2018 (being a period of twelve calendar months preceding the calendar month prior to the BSE Notification Date is as under:


http://www.cbmsl.com/

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Stock Exchange Total Traded Volumes from 01.11.2017 to

31.10.2018 (No. of Shares)

Total number of equity shares outstanding as

at 31.10.2018

Annualized trading turnover (as a % of the total number of shares

outstanding)

BSE 7217 96600 7.47

(Source: www.bseindia.com)

In terms of Delisting Regulations read with SEBI (SAST) Regulations 2011 (‘Takeover Regulations’) the shares of the Company are infrequently traded.

As required under Regulation 15(2) of the Delisting Regulations, the floor price of the Delisting Offer is required to be determined in terms of Regulation 8 of the Takeover Regulations, as may be applicable. The reference date for computing the floor price would be the date on which the recognized stock exchanges were notified of the board meeting in which the delisting proposal would be considered, i.e. November 16, 2018 (“BSE Notification Date “ / “Reference Date”).

(d) Accordingly, in terms of Regulation 8 of the Takeover Regulations, the floor price shall be highest of the following:

Particulars

Price

a The highest negotiated price per equity shares of the Company for any acquisition under the agreement attracting the obligation to make a public announcement of an offer.

: Not Applicable

B The volume-weighted average price paid or payable for acquisitions, whether by the Acquirers or by any person acting in concert with him, during the fifty-two weeks immediately preceding the date of Public Announcement.

: Not Applicable

C The highest price paid or payable for any acquisition, whether by the Acquirers or by any person acting in concert with him, during the twenty-six weeks immediately preceding the date of Public Announcement.

: Not Applicable

D The volume weighted average market price of such shares for a period of sixty trading days immediately preceding the Public Announcement, provided such shares are frequently traded.

: Not Applicable

E where the shares are not frequently traded, the price determined by the Acquirers and the Manager to the Offer taking into account valuation parameters including, book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies.*

: Rs. 25,408/-

F The per share value computed under Regulation 8(5) of the Takeover Regulations, if applicable.

: Not Applicable

http://www.bseindia.com/

19

* Mr. Huned Contractor, Partner of M/s. Walker Chandiok & Co LLP. (Membership No. 41456 & Firm Registration No. 001076N/ N500013), Chartered Accountants, having office at 16th Floor, Tower II, Indiabulls Finance Centre, SB Marg, Elphinstone (W), Mumbai – 400 013, Maharashtra, Ph- 022 6626 2600, Fax 022 6626 2601, have issued a certificate dated November 18, 2018 for calculation of Floor Price for the equity share of the Company in accordance with Delisting Regulations which comes to Rs. 25,408/- (Rupees Twenty Five Thousand Four Hundred Eight Only) per equity share.

(e) The Acquirers in consultation with Manager to the Offer considered the Floor Price at Rs.

25,408/- (Rupees Twenty Five Thousand Four Hundred and Eight Only) per Equity Share contained in the valuation report by M/s. Walker Chandiok & Co LLP, Chartered Accountants, dated November 18, 2018. Further, the Acquirers are prepared to acquire and accept the Equity Shares at the Indicative Offer Price, i.e., Rs. 26,500/- (Rupees Twenty Six Thousand Five Hundred Only) per Equity Share, subject to the Delisting Regulations and other laws, as applicable.

The Floor Price was notified to the BSE on November 19, 2018.

(f) The Public shareholders may tender their equity shares at any time during the Bid Period (“Bid

Period” as defined hereinafter) and at any price at or above the Floor price in accordance with the terms and subject to the conditions set out therein.

10. DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE a) The Acquirers propose to acquire the Offer Shares from the Public Shareholders pursuant to a

reverse book building process through an acquisition window facility i.e., separate acquisition window in the form of a web based bidding platform provided by the BSE, in accordance with the Stock Exchange Mechanism (the “Acquisition Window Facility” or “Offer to Buy” / “OTB”), conducted in accordance with the terms of the Delisting Regulations.

b) All public shareholders may tender their equity shares during the Bid Period as set out in Clause

13 and 17 of the Letter of Offer.

c) In accordance with the RBB Process, the Discovered Price shall be determined at the price at which shares accepted through eligible bids results in the shareholding of the Promoter and the Promoter Group (including Acquirers) reaching 90% of the share capital excluding the shares which are held by a custodian and against which depository receipts have been issued, if any (the “Discovered Price”).

d) The Acquirers are under no obligation to accept the Discovered Price. The Acquirers may, at their

discretion:

i. Accept the Discovered Price; ii. Offer a price higher than the Discovered Price; or

iii. Offer a Counter Offer Price.

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e) The “Exit Price” shall be: i. The Discovered Price, if accepted by the Acquirers;

ii. a price higher than the Discovered Price, if offered by the Acquirers at their discretion; or iii. the Counter Offer Price offered by the Acquirers at their discretion which, pursuant to

acceptance and/ or rejection by Public Shareholders, results in the shareholding of the Promoter and Promoter Group reaching 90% of the total Equity Shares outstanding.

f) The Acquirers shall announce the Discovered Price, their decision to accept or reject the

Discovered Price, the Counter Offer Price, and/ or the Exit Price, as applicable, in the same newspapers in which the Public Announcement has appeared in accordance with the schedule of activities

g) Once the Acquirers announce the Exit Price, the Acquirers will acquire, subject to the terms and

conditions of the Letter of Offer and Public Announcement, all the Shares validly tendered up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each shares tendered. The Acquirers will not accept Offer Shares offered at a price that exceeds the Exit Price.

h) If the Acquirers do not accept the Discovered Price in terms of Regulation 16 of the Delisting

Regulations, or the Delisting Offer fails in terms of Regulation 17 of the Delisting Regulation:

i. the Acquirers will have no right or obligation to acquire the Offer Shares tendered in the Delisting Offer;

ii. the Acquirers through the Manager to the Offer, will within 5 working days of closure of the Bid Period announce the failure of the Delisting Offer, through an announcement in all newspapers where the Public Announcement has been published;

iii. no final application for delisting shall be made before the BSE; and iv. the lien on the Equity Shares tendered in the Delisting Offer will be released and such

equity shares shall be returned to the respective Public Shareholders from their relevant stock broker demat account within 10 (ten) working days from the closure of the Bid Period in accordance with Regulation 19(2)(a) of the Delisting Regulations.

v. the escrow account opened under regulation 11 of the Delisting Regulation shall be closed.

11. MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE DELISTING OFFER The acquisition of equity shares by the Acquirers pursuant to the Delisting Offer and the successful delisting of the Company pursuant to the Delisting Offer shall be conditional upon:

a) the Acquirers either accepting the Discovered Price, offering an Exit Price higher than the

Discovered Price, or offering a Counter Offer Price which, pursuant to acceptance and/ or rejection by Public Shareholders, results in the shareholding of the Promoter and Promoter Group reaching 90% of the total Equity Shares outstanding. It may be noted that notwithstanding anything contained in the Letter of Offer or the Public Announcement, the Acquirers reserves the right to accept or reject the Discovered Price if the same is higher than the Floor Price;

21

b) a minimum number of 14,565 (15.08%) Offer Shares being tendered at or below the Exit Price, prior to the closure of bidding period i.e. on the Bid Closing Date so as to cause the cumulative number of Equity Shares held by the Acquirers together with Promoter Group (as on date of the Letter of Offer taken together with the equity shares acquired through the Acquisition Window Facility or OTB) to be equal to or in excess of 86,940 (90%) equity shares constituting 90% of the share capital as per Regulation 17(1)(a) of the Delisting Regulations;

c) a minimum number of 319 (Three Hundred Nineteen) shareholders (25% of number of Public

Shareholders holding equity shares in dematerialized mode as on November 29, 2018 shall participate in the reverse book building process, in accordance with Regulation 17(1)(b) of the Delisting Regulations, provided that if the Acquirers along with Manager to the Offer demonstrates to the BSE that they have delivered the Letter of Offer of this Delisting Offer to all the Public Shareholders either through registered post or speed post or courier or hand delivery with proof of delivery or through email as text or as an attachment to email or as a notification providing electronic link or uniform resource locator including a read receipt (referred to as the “Letter of Offer Delivery Requirement”) then the mandatory participation of aforementioned number of the Public Shareholders is not applicable;

Pursuant to Explanation I of Regulation 17(1)(b) of the Delisting Regulations the Letter of Offer Delivery Requirement is deemed to have been complied with it (a) if the Acquirers or the Manager to the Offer dispatches the Letter of Offer to all the Public Shareholders of the Company by registered post or speed post through the India Post and is able to provide a detailed account regarding the status of delivery of the Letter of Offer (whether delivered or not) sent through India Post; (b) if the Acquirers or the Manager to the Offer is unable to deliver the Letter of Offer to certain Public Shareholders of the Company by modes other than speed post or registered post of India Post, efforts should have been made to dispatch the Letter of Offer to them by speed post or registered post of India Post and is able to provide a detailed account regarding the status of delivery of the Letter of Offer (whether delivered or not) sent through India Post.

d) there being no amendments to the Delisting Regulations or other applicable laws or regulations

or conditions imposed by any regulatory / statutory authority / body or order from a court or competent authority which would in the sole opinion of the Acquirers, prejudice the Acquirers from proceeding with Delisting Offer. Provided that, withdrawal of the Delisting Offer on this count shall be subject to the receipt of regulatory approvals, if any, as may be required for the same; and

e) the Acquirers obtaining requisite statutory approvals, if any, required for the delisting as stated in Clause 21 of this Letter of Offer and meeting the conditions set out in Regulation 17 of the Delisting Regulations.

12. ACQUISITION WINDOW FACILITY OR OFFER TO BUY (OTB) a) Pursuant to the Delisting Regulations, the Acquirers are required to facilitate tendering of the

Equity Shares by the Public Shareholders of the Company and the settlement of the same, through the stock exchange mechanism provided by SEBI. SEBI vide its circular reference no.

22

CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 on 'Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting' (the "SEBI Circular") sets out the procedure for tendering and settlement of Equity Shares through the Stock Exchange (the "Stock Exchange Mechanism").

b) Further, it provides that the BSE shall take necessary steps and put in place the necessary

infrastructure and systems for implementation of the Stock Exchange mechanism and to ensure compliance with requirements of the SEBI Circular. Pursuant to the SEBI Circular, BSE has issued guidelines detailing the mechanism for acquisition of shares through Stock Exchange.

c) As per the SEBI Circular, the Acquirers have chosen Acquisition Window Facility or OTB provided

by the BSE

d) The cumulative quantity tendered shall be displayed on website of the BSE at specific intervals during Bid Period.

e) The Acquirers have appointed the Buyer Broker to undertake the acquisitions made pursuant to

this Delisting Offer. 13. DATES OF OPENING AND CLOSING OF BID PERIOD a) All the Public Shareholders holding equity shares are eligible to participate in the reverse book

building process (“RBBP”) by tendering, the whole or part of the equity shares held by them through the Acquisition Window Facility or OTB at or above the Floor Price. The Bid Period shall commence on opening of trading hours on the Bid Opening Date, i.e. January 30, 2019 and close on the end of trading hours on the Bid Closing Date, i.e. February 05, 2019. Any change in the Bid Period will be notified by way of a corrigendum in the newspapers where the Public Announcement is published.

b) The Public Shareholders should note that the Bids are required to be uploaded in the Acquisition

Window Facility or OTB on or before the Bid Closing Date for being eligible for participation in the Delisting Offer. Bids not uploaded in the Acquisition Window Facility or OTB will not be considered for delisting purposes and will be rejected.

c) The Public Shareholders should submit their Bids through stock brokers registered with Stock

Exchange only. Thus, Public Shareholders should not send bids to Company / Acquirers / Managers to the Offer / Registrar to the Offer.

d) Bids received after close of trading hours on the Bid Closing Date shall not be considered for the

purpose of determining the Discovered Price payable for the equity shares by the Acquirers pursuant to the reverse book building process.

23

e) This Letter of Offer inviting the Public Shareholders (along with necessary forms and detailed instructions) to tender their equity shares by way of submission of “Bids” will be dispatched as indicated in Clause 17 of this Letter of Offer.

14. PROCEDURE FOR TENDERING AND SETTLEMENT OF SHARES THROUGH STOCK EXCHANGE a) The Letter of Offer (along with necessary forms and instructions) inviting the Public Shareholders

to tender their Equity Shares to the Acquirers will be dispatched to the Public Shareholders by the Acquirers whose names appear on the register of members of the Company and to the owner of the Equity Shares whose names appear as beneficiaries on the records of the respective depositories at the close of business hours on the Specified Date (as indicated in Clause 17 of this Letter of Offer).

b) For further details on the schedule of activities, please refer to Clause 17 of this Letter of Offer.

c) In the event of an accidental omission to dispatch the Letter of Offer or non-receipt of the Letter

of Offer by any Public Shareholder, such Public Shareholders may obtain a copy of the Letter of Offer by writing to the Registrar to the Offer at their address given in Clause 7 of this Letter of Offer, clearly marking the envelope “Rasoi Limited – Delisting Offer”. Alternatively, the Public Shareholders may obtain copies of the Letter of Offer from the website of the BSE, www.bseindia.com, or, from the website of the Registrar to the Offer, at www.cbmsl.com respectively.

d) The Delisting Offer is open to all Public Shareholders of the Company holding Equity Shares either

in physical and/or dematerialized form.

e) During the Bid Period, Bids will be placed through the Acquisition Window Facility by the Public Shareholders through their respective Seller Member during normal trading hours of the secondary market. The Seller Members can enter orders for Equity Shares in dematerialized form as well as physical shares.

f) Procedure to be followed by Public Shareholders holding Offer Shares in dematerialized form.

i. Public Shareholders who desire to tender their Offer Shares in the electronic form under

the Delisting Offer would have to do so through their respective Seller Member by indicating the details of the Offer Shares they intend to tender under the Delisting Offer. The Public Shareholders should not send Bids to the Company, Acquirers, Manager to the Offer or the Registrar to the Offer.

ii. The Seller Member would be required to transfer the number of equity shares by using the

settlement number and the procedure prescribed by the Clearing Corporation of India Ltd. (“Clearing Corporation”) for the transfer of the equity shares to the Special Account of the Clearing Corporation before placing the bids/ orders and the same shall be validated at the time of order entry.


24

iii. After the Bids have been placed by the Public Shareholders, the Bids will be transferred to the respective Seller Member’s pool account, who will in-turn tender the Offer Shares to the early pay-in mechanism of the Clearing Corporation.

iv. The details of Special Account of Clearing Corporation/ Settlement Number shall be

informed in the issue opening circular/notice that will be issued by BSE/Clearing Corporation before the Bid Opening Date.

v. For custodian participant orders for Equity Shares in dematerialized form, early pay-in is

mandatory prior to confirmation of the relevant order by the custodian. The custodian shall either confirm or reject the orders not later than the closing of trading hours on the last day of the Bid Period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed Custodian Participant orders, any modification to an order shall be deemed to revoke the custodian confirmation relating to such order and the revised order shall be sent to the custodian again for confirmation.

vi. Upon placing the Bid, a Seller Member shall provide a Transaction Registration Slip (“TRS”)

generated by the exchange bidding system to the Public Shareholder. The TRS will contain the details of the order submitted such as Bid ID No., DP ID, Client ID, Number of Equity Shares tendered and price at which the Bid was placed.

vii. Please note that submission of Bid Form and TRS is not mandatorily required in case of

Offer Shares held in dematerialised form.

viii. The Clearing Corporation will hold in trust the Offer Shares until the Acquirers complete their obligations under the Delisting Offer in accordance with the Delisting Regulations.

ix. The Public Shareholders 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. Further, Public Shareholders will have to ensure that they keep the saving account attached with the DP account active and updated to receive credit remittance due to acceptance of Tendered Shares.

x. In case of non-receipt of the Letter of Offer / Bid Form, Public Shareholders holding equity

shares in dematerialized form can make an application in writing on plain paper, signed by the respective Public Shareholder, stating name and address, client ID number, DP name / ID, beneficiary account number and number of equity shares tendered for the delisting offer. Public Shareholders will be required to approach their respective Seller Member and have to ensure that their bid is entered by their Seller Member in the electronic platform to be made available by the BSE before the Bid Closing Date.

g) Procedure to be followed by Public Shareholders holding Offer Shares in physical form

i. Public Shareholders who hold Offer Shares in physical form and intend to participate in the

Delisting Offer will be required to approach their Seller Member along with the following

25

complete set of documents to allow for verification procedures to be carried out, including those specified below:

Original share certificate(s);

Valid share transfer form(s) duly filled and signed by the transferors (i.e. by all registered shareholders in the same order and as per the specimen signatures registered with the Company and Registrar to the Offer) and duly witnessed at the appropriate place authorizing the transfer. Attestation, where required, (thumb impressions, signature difference, etc.) should be done by a magistrate/notary public/bank manager under their official seal;

Self-attested PAN card copy (in case of joint holders, PAN card copy of all transferors);

Bid form duly signed (by all Public Shareholders in cases where Offer Shares are held in joint names) in the same order in which they hold the Offer Shares;

Any other relevant documents such as power of attorney, corporate authorization (including board resolution/ specimen signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder has deceased, etc., as applicable. In addition, if the address of the Public Shareholder has undergone a change from the address registered in the register of members of the Company, the Public Shareholder would be required to submit a self-attested copy of proof of address consisting of any one of the following documents: valid Aadhaar Card, Voter Identity Card or Passport.

Declaration by joint holders consenting to tender Offer Shares in the Delisting Offer, if applicable.

ii. Based on these documents, the concerned Seller Member shall place the bid on behalf of Public Shareholders holding Equity Shares in physical form using the Acquition Window of BSE. Upon placing the Bid, the Seller Member shall provide a TRS generated by the exchange bidding system to the Public Shareholder. The TRS will contain the details of the order submitted such as Folio No., Certificate No., Distinctive No., Number of Offer Shares tendered and the price at which the Bid was placed.

iii. The Seller Member/Public Shareholder should ensure the documents as mentioned above

are delivered along with TRS either by registered post or courier or by hand delivery to the Registrar to the Offer within 2 (two) days of bidding by the Seller Member at its own risk. The envelope should be marked as “Rasoi Limited - Delisting Offer”.

iv. One copy of the TRS will be retained by RTA and it will provide acknowledgement of the

same to the Seller Member/ Public Shareholder.

v. Public Shareholders holding Offer Shares in physical form should note that the Offer Shares will not be accepted unless the complete set of documents is submitted. Acceptance of the Offer Shares by the Acquirers shall be subject to verification of documents. The Registrar to the Offer will verify such Bids based on the documents submitted on a daily basis and until such time as the BSE shall display such Bids as ‘unconfirmed physical bids’. Once, the Registrar to the Offer confirms the Bids it will be treated as ‘Confirmed Bids’. Bids of Public

26

Shareholders whose original share certificate(s) and other documents (as mentioned above) along with TRS are not received by the Registrar to the Offer two days after the Bid Closing date shall liable to be rejected.

vi. In case of non-receipt of the Letter of Offer / Bid Form, Public Shareholders holding Equity

shares in physical form can make an application in writing on plain paper, signed by the respective Public Shareholder, stating name and address, folio number, share certificate number, distinctive number and number of Equity shares tendered for the delisting offer thereof, enclosing the original share certificates and other documents (as mentioned in this Clause above). Public Shareholders will be required to approach their respective Seller Member and have to ensure that their bid is entered by their Seller Member in the electronic platform to be made available by the BSE before the Bid Closing Date.

vii. The Registrar to the Offer will hold in trust the share certificate(s) and other documents (as

mentioned in this Clause above) until the Acquirers complete their obligations under the Delisting Offer in accordance with the Delisting Regulations.

viii. In case any person has submitted Equity Shares in physical form for dematerialization, such

Equity Shareholders should ensure that the process of getting the Equity Shares dematerialized is completed well in time so that they can participate in the Delisting Offer before Bid Closing Date.

ix. Public Shareholders, being Non-Resident Shareholders of Equity Shares (excluding FPIs)

shall also enclose a copy of the permission received by them from RBI, if applicable, to acquire the Equity Shares held by them.

x. In case the Equity Shares are held on repatriation basis, the Non-Resident Public

Shareholder shall obtain and enclose a letter from its authorized dealer / bank confirming that at the time of acquiring the said Equity Shares, payment for the same was made by the non-resident Public Shareholder from the appropriate account (e.g. NRE a/c.) as specified by RBI in its approval. In case the Non-Resident Public Shareholder is not in a position to produce the said certificate, the Equity Shares would be deemed to have been acquired on non-repatriation basis and in that case the Non-Resident Public Shareholder shall submit a consent letter addressed to the Acquirers allowing the Acquirers to make the payment on a non-repatriation basis in respect of the valid Equity Shares accepted under the Delisting Offer.

xi. If any of the above stated documents, as applicable, are not enclosed along with the Tender

Form, the Equity Shares tendered under the Delisting Offer are liable to be rejected.

h) If the Public Shareholders do not have any stock broker then that Public Shareholders can approach any stock broker registered with the BSE and can make a bid by using quick unique client code (UCC) facility through that stock broker registered with the BSE after submitting the details as may be required by the stock Broker to be in compliance with the applicable SEBI regulations. In case Public Shareholder is not able to bid using quick UCC facility through any

27

other stock broker registered with the BSE, then the Public Shareholder may approach Buyer Broker viz. SPA Securities Limited, to bid by using quick UCC facility.

i) Public Shareholders, who have tendered their Offer Shares by submitting Bids pursuant to the

terms of the Letter of Offer and the Public Announcement, may withdraw or revise their Bids upwards not later than 1 (one) day before the Bid Closing Date. Downward revision of Bids shall not be permitted. Any such request for revision or withdrawal of the Bids should be made by the Public Shareholder through their respective Seller Member, through whom the original Bid was placed, not later than 1 (one) day before the Bid Closing Date. Any such request for revision or withdrawal of Bids received after normal trading hours of the secondary market 1 (one) day before the Bid Closing Date will not be accepted. Any such request for withdrawal or upward revision should not be made to the Company, Acquirers, and Registrar to the Offer or Manager to the Offer.

j) It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain

all requisite approvals (including corporate, statutory and regulatory approvals) prior to tendering their Equity Shares in the Acquisition Window Facility. The Acquirers shall assume that the eligible Public Shareholders have submitted their Bids only after obtaining applicable approvals, if any. The Acquirers reserves the right to reject Bids received for physical shares which are without a copy of the required approvals.

k) The cumulative quantity tendered shall be made available on BSE’s website – www.bseindia.com

throughout the trading session and will be updated at specific intervals during the Bid Period.

l) The Offer Shares to be acquired under the Delisting Offer are to be acquired free from all liens, charges, and encumbrances and together with all rights attached thereto. Offer Shares that are subject to any lien, charge or encumbrances are liable to be rejected.

m) Public Shareholders holding Offer Shares under multiple folios are eligible to participate in the

Delisting Offer.

n) The Public Shareholders should further note that they should have a trading account with a Seller Member as the Bids can be entered only through their respective Seller Member. The Seller Member would issue contract note and pay the consideration to the respective Public Shareholder whose Equity Shares are accepted under the Delisting Offer.

o) Settlement of Shares

i. Upon finalization of the basis of acceptance as per the Delisting Regulations:

The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.

The Acquirers shall pay the consideration payable towards purchase of the Offer Shares to the Buyer Broker who in turn will transfer the funds to the Clearing Corporation, on


28

or before the pay-in date for settlement as per the secondary market mechanism. For the Offer Shares acquired in dematerialized form, the Public Shareholders will receive the consideration in their bank account attached to the depository account from the Clearing Corporation. If bank account details of any Public Shareholder are not available or if the fund transfer instruction is rejected by the RBI or relevant bank, due to any reasons, then the amount payable to the relevant Public Shareholder will be transferred to the concerned Seller Members for onward transfer to such Public Shareholder. In case of physical shares, the Clearing Corporation will release the funds to the Seller Member as per the secondary market mechanism for onward transfer to Public Shareholders.

In case of certain client types viz. non-resident Indians, non-resident clients etc. (where there are specific RBI and other regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out will be given to their respective Seller Member’s settlement accounts for releasing the same to their respective Public Shareholder’s account onward. For this purpose, the client type details will be collected from the depositories where as funds payout pertaining to the bids settled through custodians will be transferred to the settlement bank account of the custodian, each in accordance with the applicable mechanism prescribed by the Designated Stock Exchange and the Clearing Corporation from time to time.

The Offer Shares acquired in dematerialized form would either be transferred directly to the account of the Acquirers provided it is indicated by the Buyer Broker or it will be transferred by the Buyer Broker to the account of the Acquirers on receipt of the Offer Shares pursuant to the clearing and settlement mechanism of the Stock Exchange. Offer Shares acquired in physical form will be transferred directly to the Acquirers by the Registrar to the Offer.

In case of rejected dematerialised Offer Shares, if any, tendered by the Public Shareholders, the same would be transferred by the Clearing Corporation directly to the respective Eligible Shareholder’s DP account, as part of the exchange payout process. If the securities transfer instruction is rejected in the depository system, due to any issue then such securities will be transferred to the Seller Member’s depository pool account for onward transfer to the Eligible Shareholder. The Seller Member/custodian participants would return these unaccepted Offer Shares to their respective clients (i.e. the relevant Public Shareholder(s)) on whose behalf the Bids have been placed. Offer Shares tendered in physical form will be returned to the respective Public Shareholders directly by Registrar to the Offer.

The Seller Member would issue a contract note and pay the consideration to the respective Public Shareholder whose Offer Shares are accepted under the Delisting Offer. The Buyer Broker would also issue a contract note to the Acquirers for the Offer Shares accepted under the Delisting Offer.

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Public Shareholders who intend to participate in the Delisting Offer should consult their respective Seller Member for payment of any cost, charges and expenses (including brokerage) that may be levied by the Seller Member upon the Public Shareholders for tendering their Offer Shares in the Delisting Offer (secondary market transaction).

15. PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID The Public Shareholders may submit their Bids under the Stock Exchange Mechanism during the Bid Period. Additionally, once the shares have been delisted from the BSE, Residual Public Shareholders, whose Shares have not yet been acquired by the Acquirers may offer their Shares for sale to the Acquirers at the Exit Price for a period of one year following the date of the delisting of the Shares from the BSE. In this regard, a separate offer letter, explaining the procedure for tendering the shares will be sent to the Residual Public Shareholders. 16. DETAILS OF THE ESCROW ACCOUNT

a) The estimated consideration payable under the Delisting Regulations, being the Floor Price of Rs.

25,408/- (Rupees Twenty Five Thousand Four Hundred Eight Only) per equity share multiplied by the number of Offer Shares outstanding with the Public Shareholders i.e., 24,225 Shares, is Rs. 61,55,08,800/- (Rupees Sixty One Crore Fifty Five Lakh Eight Thousand Eight Hundred Only) (“Escrow Amount”). The Escrow Amount has been deposited by the Acquirers in the manner set out below.

(Amount in Rs.)

b) In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, the Acquirers, the

Escrow Bank, a schedule commercial bank and a banker to an issue registered with SEBI and Manager to the Offer have entered into an escrow agreement dated January 5, 2019 pursuant to which the Acquirers have opened the Escrow Account and have deposited an amount representing 100% of the Escrow Amount marking lien in favor of the Manager to the Offer by way of deposit of cash Rs. 61,55,08,800/- (Rupees Sixty One Crore Fifty Five Lakhs Eight Thousand Eight Hundred Only).

c) On determination of the Exit Price and making of the Public Announcement under Regulation 18

of the Delisting Regulations, the Acquirers shall ensure compliance with Regulation 11(2) of the Delisting Regulations.

d) In the event that the Acquirers accept the Discovered Price and offers an Exit Price, the Acquirers

shall increase the amount lying to the credit of the Escrow Account to the extent necessary to pay

Mode of Funding

JLMIL PRL LHL Mrs. Shashi Mody

Mrs. Sakshi Mody

Total

Bank Guarantee

- - - - - -

Cash Escrow

11,50,08,800 20,00,00,000 10,00,00,000 7,80,00,000 12,25,00,000 61,55,08,800

Total 11,50,08,800 20,00,00,000 10,00,00,000 7,80,00,000 12,25,00,000 61,55,08,800

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Public Shareholders whose shares are validly accepted, the consideration at the Exit Price. In such case, the Acquirers shall also ensure that the lien marked remains valid on the additional amount until the expiry of the Exit Window.

e) Further, the Escrow Bank will open the Special Account (“Special Account”) on the instructions of

the Acquirers and the Manager to the Offer, which shall be used for payment to the Public Shareholders who have validly tendered Offer Shares in the Delisting Offer. The Manager to the Offer shall instruct the Escrow Bank to transfer the total consideration amount to the Special Account.

f) Where the Delisting Offer fails:

i. The equity share deposited or pledged by a shareholder shall be returned or released to

him within ten working days from the end of the bidding period. ii. No final application shall be made to the BSE for delisting of the Shares; and

iii. The Escrow Account opened shall be closed. 17. PROPOSED SCHEDULE OF ACTIVITIES FOR THE DELISTING OFFER

For the process of the Delisting Offer, the schedule of activity will be set out below.

Activity Date Day

Resolution for approval of the Delisting Proposal passed by the board of directors of the Company

November 29, 2018 Thursday

Specified Date for determining the names of shareholders to whom the Letter of Offer shall be sent#

January 22, 2019 Tuesday

Date of publication of the Public Announcement January 22, 2019 Tuesday

Last date for dispatch of Letters of Offer/Bid Forms to the Public Shareholders as on Specified Date

January 24, 2019 Thursday

Bid Opening Date (bid starts at trading hours) January 30, 2019 Wednesday

Last date of revision (upwards) or withdrawal of Bids February 04, 2019 Monday

Bid Closing Date (bid closes at end of trading hours) February 05, 2019 Tuesday

Last date for Announcement of Discovered Price/Exit Price and the Acquirers acceptance / non-acceptance of Discovered Price/ Exit Price@

February 12, 2019 Tuesday

Last date for payment of consideration to Public Shareholders*


Last date for return of Equity Shares to the shareholders in case of failure of Delisting Offer/Bids have not been accepted


#Specified Date is only for the purpose of determining the name of the Public Shareholders as on such date to whom the Letter of Offer will be sent. However, all owners (registered or unregistered) of the Shares of the Company are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date. @ This is an indicative date and the announcement may be made on or before February 12, 2019, being the fifth working day from the Bid Closing Date.

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*Subject to the acceptance of the Discovered Price or Exit Price.

Note: All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of corrigendum in all the newspapers in which the Public Announcement has appeared. Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates. 18. INFORMATION REGARDING STOCK MARKET DATA a) The equity shares are infrequently traded on the BSE as per the definition of “infrequently

traded” under Takeover Regulations.

b) The high, low and the average market prices of the equity shares (in Rs. per share) during the preceding three financial years immediately preceding the Public Announcement is as follows:

Financial Year BSE

High* (Rs.) Low* (Rs.) Average ** (Rs.)

April 1, 2015 – March 31, 2016 992.00 771.50 847.99

April 1, 2016 – March 31, 2017 41123.25 875.00 1155.14 ***

April 1, 2017 – March 31, 2018 49600.20 25222.00 36090.26

* High of intra-day high/ Low of intra-day low during the period ** Average of the daily closing prices during the period *** Adjusted for change in face value per equity share of the Company from Rs. 10/- each, fully paid up to Rs. 200/- each, fully paid up. Source: www.bseindia.com

c) The monthly high and low market prices of the equity shares (in Rs. per share) and the trading volume (number of equity shares) on BSE for the six calendar months immediately preceding the date of the Public Announcement are as follows:

Month BSE

High* (Rs.) Low* (Rs.) Volume ** (No. of

equity shares)

December’ 2018 31900.00 29600.00 141

November’ 2018 32071.10 22781.00 179

October’ 2018 27400.00 23500.00 68

September’ 2018 28999.95 26851.00 59

August’ 2018 32970.00 27600.00 62

July’ 2018 35800.00 26020.00 67

* High of intra-day High/ Low of intra-day low during the period ** Monthly trading volume (number of Equity Shares) during the period Source: www.bseindia.com

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19. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY a) As on the date of Letter of Offer, the authorized equity share capital of the Company is Rs.

3,75,00,000/- (Rupees Three Crores Seventy Five Lakh Only) comprising 187,500 (One Lakh Eighty Seven Thousand Five Hundred) equity shares of the face value of Rs. 200/- each and authorized preference share capital is Rs. 25,00,000/- (Rupees Twenty Five Lakhs Only) comprising 25,000 (Twenty Five Thousand) 11% Redeemable Cumulative Preference shares of face value of Rs. 100/- each.

The issued, subscribed and fully paid-up equity share capital of the Company is Rs. 1,93,20,000/- (Rupees One Crore Ninety Three Lakh Twenty Thousand Only) comprising 96,600 (Ninety Six Thousand Six Hundred) equity shares of the face value of Rs. 200/- each. As on the date of Letter of Offer there are no outstanding instruments in the nature of warrants or fully convertible debentures or partly convertible debentures/ preference shares or employee options etc., which are convertible into equity shares at any later date. Also equity shares held by the Promoter and Promoter Group of the Company are not subject to statutory lock-in. The Company also does not have any partly paid up shares outstanding. None of the Acquirers, and other members of the Promoter Group of the Company are participating in the Delisting Offer and will not tender their equity shares in the reverse book building process as part of the Delisting Offer.

b) As on the date of Letter of Offer, the Acquirers hold 32,569 (Thirty Two Thousand Five Hundred

Sixty Nine) equity shares, representing 33.72% of the Share Capital of the Company. The Acquirers together with the other members of the promoter and promoter group of the Company, hold 72,375 (Seventy Two Thousand Three Hundred Seventy Five) equity shares, representing 74.92% of the Share Capital of the Company.

c) The Shareholding Pattern of the Company as on December 31, 2018 is as follows:

Particulars No. Of Shares % Shareholding

Acquirers (being part of Promoters / Promoter Group) 32,569 33.72

Other Promoters / Promoter Group 39,806 41.20

Total Promoter Holding (A) 72,375 74.92

Public 24,225 25.08

Non Promoter-Non Public 0 0

Shares Underlying DRs 0 0

Shares held by Employee Trust 0 0

Total Public Holdings (B) 24,225 25.08

Grand Total (A+B) 96,600 100.00

d) Other than the shareholding mentioned above, the Acquirers or any of its directors do not hold

any equity shares, as on the date of this Letter of Offer.

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20. LIKELY POST SUCCESSFUL DELISTING OFFER SHAREHOLDING PATTERN OF THE COMPANY

The likely post-delisting shareholding pattern of the Company, assuming that all the equity shares outstanding with the Public Shareholders are acquired pursuant to successful completion of the Delisting Offer in terms of the Delisting Regulations is as follows:

Category Pre Delisting Offer Post Delisting Offer

Number of Equity Shares

% Shareholding


% Shareholding

Acquirers (along with other Promoters / Promoter Group)

72,375 74.92 96,600 100.00

Public Shareholding 24,225 25.08 - -

Total 96,600 100.00 96,600 100.00

21. STATUTORY APPROVALS

a) The shareholders of the Company approved the Delisting Offer by way of special resolution in

accordance with the Delisting Regulations on January 04, 2019 based on the results of the postal ballot declared on January 05, 2019 at the registered office of the Company and the same was notified to the Stock Exchange/ BSE on the same date. As part of the said resolution, the votes cast by the Public Shareholders in favour of the Delisting Offer are 2070 (Two Thousand Seventy) votes which is more than two times the number of votes cast by the Public Shareholders against it i.e. 83 (Eighty Three) votes.

b) The BSE has issued its in-principle approval to the Delisting Offer vide letter no.

DCS\Delisting\PP\IP\1241\2018-19 dated January 21, 2019, in accordance with Regulation 8(3) of the Delisting Regulations.

c) To the best of the Acquirers’ knowledge, as of date, there is no other statutory or regulatory

approval pending to implement the Delisting Offer. If any statutory or regulatory approval becomes applicable subsequently, the Delisting Offer will be subject to such statutory or regulatory approvals. In the event that the receipt of the statutory / regulatory approvals are delayed, changes to the proposed timetable, if any, shall be intimated to BSE, and hence made available for the benefit of Shareholders.

d) If the shareholders who are not persons resident in India (including NRIs, OCBs and FIIs) had

required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them in this Delisting Offer, along with the other documents required to be tendered to accept this Delisting Offer. In the event such approvals are not submitted, the Acquirers reserve the right to reject such Equity Shares tendered in the Delisting Offer.

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e) It shall be the responsibility of the Public Shareholders tendering Offer Shares in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering the Offer Shares held by them in the Delisting Offer, and the Acquirers shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Bid Form, wherever applicable.

f) The Acquirers reserves the right not to proceed with or withdraw the Delisting Offer in the event

the conditions mentioned in the Clause 11 of this Letter of Offer are not fulfilled, and if any of the requisite statutory approvals are not obtained or conditions which the Acquirers consider in their sole discretion to be onerous are imposed in respect of such approvals.

22. NOTE ON TAXATION a) Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares

in an Indian company are generally taxable in India. Any gain (in excess of Rs. 1 Lakh) realized on the sale of equity shares on a stock exchange held for more than 12 months will be subject to capital gains tax in India @ 10% if securities transaction tax (“STT”) has been paid on the shares. Further, any gain realised on the sale of equity shares held for a period of 12 months or less which are sold will be subject to short term capital gains tax @ 15% provided the transaction is chargeable to STT.

b) SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR TAX TREATMENT ARISING

OUT OF THE PROPOSED DELISTING OFFER AND APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE. ACQUIRERS DO NOT ACCEPT NOR HOLD ANY RESPONSIBILITY FOR ANY TAX LIABILITY ARISING TO ANY SHAREHOLDER AS A REASON OF THIS DELISTING. FURTHER, TAX RATE AND OTHER PROVISIONS MAY ALSO UNDERGO CHANGES.

23. CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY

The Board of Directors hereby certify that:

a) there are no material deviations in utilization of the issues (as compared to the stated objects in

such issues) of securities made by the Company during the five years immediately preceding the date of the Public Announcement from the stated objects of the issue;

b) all material information which is required to be disclosed under the provisions of Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable from time to time, have been disclosed to the BSE, as applicable;

c) the Company is in compliance with the applicable provisions of securities laws;

d) The Acquirers, promoter and promoter group, persons acting in concert, or their related entities,

are in compliance with sub-regulation (5) of Regulation 4 of the Delisting Regulations; and

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e) The Delisting Offer and consequent voluntary delisting of the equity shares of the Company are in the interest of the shareholders.

24. COMPLIANCE OFFICER

The details of Compliance Officer of the Company are as follows:

Name : Mr. Naresh Patangi

Designation : Executive Director, Company Secretary & Compliance Officer

Address : ‘Rasoi Court’, 20 Sir R. N. Mukherjee Road, Kolkata – 700001

Email Id : [email protected]

Tel. No. : (033) 2248 0114 / 15

Fax No. : (033) 2248 1200

In case the Public Shareholders have any queries concerning the non-receipt of credit or payment for Offer Shares or on delisting processes and procedure, they may address the same to Registrar to the Offer or Manager to the Offer.

25. DISCLAIMER CLAUSE OF BSE

a) It is to be distinctly understood that the permission given by BSE to use their network and

software of the Online OTB platform should not in any way be deemed or construed that the compliance with various statutory and other requirements by the Company, Manager to the Offer, etc., are cleared or approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does BSE have any financial responsibility or liability nor does BSE take responsibility in any way for the financial or other soundness of the Company, its promoters or its management.

b) It is also to be distinctly understood that the approval given by BSE should not in any way be deemed or construed to mean that the Public Announcement and the Letter of Offer has been cleared or approved by BSE, nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the announcements, nor does BSE warrant that the securities will be delisted.

c) Every person who desires to avail of the exit opportunity may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE or against the Investor Protection Fund set up by BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such offer and tender of securities through book-building process whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

26. GENERAL DISCLAIMER

Every person who desires to avail of the Delisting Offer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Acquirers, the Manager to the Offer or the Company whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such offer and bid of securities through the


36

reverse book-building process whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

Public Shareholders will be able to download the Public Announcement from website of Manager to the Offer i.e. www.sumedhafiscal.com

Signed on behalf of the Acquirers

For Pallawi Resources Limited

Sd/- Name: Ratnesh Kumar Chaudhary Designation: Director

Sd/- Name: Suprava Rakshit Designation: Director

For of Leaders Healthcare Limited

Sd/- Name: Kuldip Balasia Designation: Director

Sd/- Name: Pratick Saha Designation: Director

For J. L. Morison (India) Limited

Sd/- Name: Sohan Sarda Designation: Executive Director & CEO

Sd/- Name: Lalit Kumar Bararia Designation: Director

Sd/- Name: Sonal Naik Designation: Company Secretary & Compliance Officer

Sd/- Mrs. Shashi Mody

Sd/- Mrs. Sakshi Mody

Date: January 22, 2019 Place: Kolkata

http://www.sumedhafiscal.com/

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Bid Form Page 1 of 8

BID CUM ACCEPTANCE FORM / BID FORM IN RESPECT TO THE EQUITY SHARES PURSUANT TO THE DELISTING OFFER BY THE ACQUIRERS


(In respect of equity shares of Rasoi Limited pursuant to Delisting Offer by the Acquirers) Please read this document along with the public announcement published on January 22, 2019 (“Public Announcement” / “PA”) and the Letter of Offer dated January 22, 2019 (“Letter of Offer”) issued by J. L. Morison (India) Limited, Pallawi Resources Limited, Leaders Healthcare Limited, Mrs. Shashi Mody and Mrs. Sakshi Mody (“Acquirers”). We also request you to read “Operational Guidelines for Offer to Buy (OTB) Window / Acquisition Window Facility” issued by BSE in relation to stock exchange traded mechanism recently introduced by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, “Mechanism for acquisition of shares through Stock Exchange” as amended from time to time. The terms and conditions of the PA and the Letter of Offer are deemed to have been incorporated in and form part of this document. Unless the context otherwise requires, expressions in this Bid Form have the same meaning as defined in the PA and the Letter of Offer. Note: The Public Shareholders should note that this Bid Form should not be sent to the Manager to the Offer or to the Buyer Broker or to the Acquirers or to the Company or the Stock Exchange. The Public Shareholders should further note that they should have a trading account with their broker i.e. a Seller Member as the Bids can be entered in Reverse Book Building window of the Stock Exchanges, only through their respective Seller Member. The Seller Member would issue contract note and Stock Exchange or the Seller Member would pay the consideration to the respective public shareholders whose equity shares are accepted under the Delisting Offer. Please note that submission of Bid Form and TRS is not mandatorily required in case of equity shares held in dematerialized form.

DELISTING OFFER*

Bid Opening Date January 30, 2019 Wednesday Bids can be placed only during normal trading hours of the secondary market Last Date for Revision

(Upwards) or Withdrawal of Bid

February 04, 2019 Monday

Bid Closing Date February 05, 2019 Tuesday

Floor Price Per Share Rs. 25,408/- (Rupees Twenty Five Thousand Four Hundred Eight Only)

Discovered Price The price at which the shareholding of the Promoter and the Promoter Group (including Acquirers) reaches 90% of the total fully paid-up equity share capital of the Company pursuant to RBB Process.

Exit Price a) The Discovered Price, if accepted by the Acquirers; b) A price higher than the Discovered Price, if offered by the Acquirers at their

discretion; or c) The Counter Offer Price offered by the Acquirers at their discretion which,

pursuant to acceptance and/ or rejection by Public Shareholders, results in the shareholding of the Promoter and Promoter Group reaching 90% of the total Equity Shares outstanding.

* The dates are subject to, among other things, the Acquirers obtaining the necessary approvals, if any, prior to the Bid Opening Date.


BID CUM ACCEPTANCE FORM / BID FORM In respect of Equity Shares of face value of Rs. 200/- each of Rasoi Limited pursuant to the Delisting Offer by the

Acquirers (To be filled in by the Seller Member(s))

Name of Seller Member

Address of Seller Member

Unique Client Code (UCC)

Application Number, if any

Date


Dear Sir(s), Re: Delisting Offer to acquire 24225 fully paid up Equity Shares of Rasoi Limited (‘RASOI’ / ‘Company’) by the Acquirers through reverse book building process. The Floor Price for the Delisting Offer has been determined as Rs. 25,408/- per equity share (‘Delisting Offer’). 1. I/We, having read and understood the terms and conditions set out below, in the PA and in the Offer Letter,

hereby tender my/our Equity Shares in response to the Delisting Offer.

2. I/We understand that the Seller Member(s), to whom this Bid Form is sent/ submitted, is authorized to tender the Equity Shares on my/our behalf under the Delisting Offer.

3. I/We understand that the Equity Shares tender under the Delisting Offer shall be held in trust by the Registrar to the Offer and Clearing Corporation, as applicable until the time of the dispatch of payment of consideration calculated at Discovered /Exit Price and/or the unaccepted Equity Shares are returned.

4. I/We hereby undertake the responsibility for the Bid Form and the Equity Shares tendered under the Delisting Offer and I/we hereby confirm that the Acquirers, Company, Manager to the Delisting Offer and the Registrar to the Offer shall not be liable for any delay/loss in transit resulting in delayed receipt or non-receipt of the Bid Form along with all requisite documents, by the Seller Member, due to inaccurate/incomplete particulars/ instructions or any reason whatsoever.

5. I/We understand that this Bid is in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009 and any amendments thereto (‘Delisting Regulations’) and all other applicable laws, by way of reverse book building process and that the Acquirers are not bound to accept the Discovered Price.

6. I/We also understand that the payment of consideration will be done after due verification of Bids, documents and signatures and the Acquirers will pay the consideration as per secondary market mechanism.

7. I/We hereby confirm that the Equity Shares tendered under the Delisting Offer are free from any lien, equitable interest, charges & encumbrances.

8. I/We hereby declare that there are no restraints/injunctions, or other orders of any nature which limits/restricts my/our rights to tender these Equity Shares and I/we are the absolute and only owner of these Equity Shares and legally entitled to tender the Equity Shares under the Delisting Offer.

9. I/We hereby confirm that to participate in the Delisting offer, I/we will be solely responsible for payment to my/ our Seller Member for any cost, charges and expenses (including brokerage) that may be levied by the Seller Member on me/ us for tendering Equity Shares in the Delisting Offer (secondary market transaction). The consideration to be received by me/us from my/ our respective Seller Member, in respect of accepted Equity Shares, could be net of such costs, charges and expenses (including brokerage) and the Acquirers, Company, Buyer Broker, Registrar to the Offer or Manager to the Offer have no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by me/us.

10. I/We undertake to immediately return the amount received by me/us inadvertently.

11. I/We authorize the Stock Exchange, Acquirers, Manager to the Offer and Registrar to the Offer to send

payment of consideration by NECS/RTGS/NEFT/Direct Credit as per SEBI Circulars.

12. I/We agree that upon acceptance of the Equity Shares by the Acquirers tendered by me/us under the Delisting Offer, I/we would cease to enjoy all right, title, claim and interest whatsoever, in respect of such Equity Shares of the Company.

13. I/We authorize the Acquirers to accept the Equity Shares so offered, which they may decide to accept in consultation with the Manager to the Offer and Registrar to the Offer in terms of the Offer Letter.


14. I/We further authorize the Registrar to the Offer to return to me/us, the Equity Share certificate(s) in respect of which the Bid is found not valid or is not accepted and in the case of dematerialized Equity Shares; to the extent not accepted will be released to my/our depository account at my/our sole risk.

15. I/We hereby undertake to execute any further documents, give assurance and provide assistance, which may be required in connection of the Delisting Offer and agree to abide by the decisions taken in accordance with the applicable laws, rules and regulations.

16. I/We acknowledge and confirm that all the particulars/statements given herein are true and correct.

Tax Residency Status Status : Please Tick () the box to the right of the appropriate category Resident in India Individual FII / FPI

Foreign Company Mutual Funds Non Resident in India

Body Corporate Insurance Company VCF / AIF NRI (Non

Repatriation)

Resident of (fill the country of residence)

Partnership / LLP NRI (Repatriation) Pension / PF Others (Specify) Bank / FI

1. Details of equity shares held and offered in the Delisting Offer:

You should insert the number of equity shares you wish to tender and the price per Equity Share at which you are tendering the same (“Bid Price”) in the space provided below. If your Bid Price is less than the Floor Price i.e. Rs. 25,408/- per equity share, you will be deemed to have tendered your Equity Shares at Rs. 25,408/- per equity share. I/We hereby tender to the Acquirers, the number of equity shares at the Bid Price as specified below:

Particulars In Figures In Words

Number of Equity Shares held as on Specified Date (i.e. January 22, 2019)

Number of Equity Shares offered under Delisting Offer

Bid Price per Equity Share (in Rs.) 2. Depository Participant’s details (Applicable to the Public Shareholders holding equity shares in

DEMATERIALISED FORM: I/ We confirm that I/We hold my/our equity shares in dematerialised form. The details of my/our depository account and my/our depository participant are as follows:

Name of the Depository

Name of the Depository Participant

Depository Participant’s ID No.

Client ID No. with the Depository Participant

Number of equity shares held


3. Details of equity shares held in physical form (Applicable to the Public Shareholders holding equity shares in Physical Form)

Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed

Sr. No.

Folio No. Share Certificate(s) No.

Distinctive Nos. Number of Equity Shares From To

1

2

3

4

5

(If the space provided is inadequate please attach a separate continuation sheet)

TOTAL

In case of Public Shareholders having Physical Form, the self-attested copy of PAN Card of all Shareholders is must.

Bank Account details (Applicable to the Public Shareholders holding equity shares in Physical Form)

Please fill the following details of the sole shareholder’s bank account (or in the case of joint holders, the first-named holder’s

bank account) and any consideration payable will be paid by electronic transfer carrying the details of the bank account as per

the banking account details and as provided in this Bid Form

Name of the Sole / First Holder’s Bank

Branch Address

City and PIN Code of the Branch

Bank Account No.

Savings/Current / Others (Please Specify)

MICR Code (for electronic payment)

IFSC Code / MICR/Swift Code (for electronic payment)

Note: The fund transfer in electronic mode would be done at your risk based on the data provided as above by you

4. Other enclosures, as applicable

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

Power of Attorney Corporate Authorization

Death Certificate Others (Please specify)

Details of Public Shareholders and Signature(s)

First / Sole Holder Second Holder Third Holder

Full Name(s)

PAN No.

Address of the First/Sole Holder

Telephone No. & Email ID of First/Sole Holder

Signatures(s)*

Note: In case of joint holdings, all holders must sign. In case of bodies corporate the Bid Form is to be signed by the Authorized Signatory under the stamp of the body corporate and necessary board resolution authorizing the submission of this Bid Form should be attached.


CHECKLIST (Please tick ())

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS

1 BID FORM 1 BID FORM

2 OTHER DOCUMENTS, AS APPLICABLE 2 ORIGINAL SHARE CERTIFICATE OF THE COMPANY

3 VALID SHARE TRANSFER DEED

4 SELF ATTESTED COPY OF PAN CARD

5 OTHER DOCUMENTS, AS APPLICABLE

Notes:

1. All documents/remittances sent by/to the Public Shareholders will be at their risk and Public Shareholders are advised to adequately safeguard their interests in this regard.

2. Please read these notes along with the entire contents of the Public Announcement and the Letter of Offer.

3. In the case of Public Shareholder(s) other than individuals, any documents, such as a copy of a power of attorney, board resolution, authorization, etc., as applicable and required in respect of support/verification of this Bid Form shall also be provided; otherwise, the Bid shall be liable for rejection.

4. Please refer to Clause 14 of the Letter of Offer for details of documents.

5. The number of Equity Shares tendered under the Delisting Offer should match with the number of Equity Shares specified in the share certificate(s) enclosed or Equity Shares held under the respective client ID number. In case of mismatch the acceptance or partial acceptance of the bid will be at the sole discretion of the Registrar to the Offer / Manager to the Offer.

6. In case, the Bid Price is less than the Floor Price of Rs. 25408/-, it will be deemed that the Equity Shares have been tendered at the Floor Price of Rs. 25408/-.

7. The consideration shall be paid by the respective Seller Member in the name of sole/first holder.

8. Public Shareholders, holding Equity Shares in physical form, post bidding, should send the Bid Form alongwith share transfer deed, share certificates, TRS and other documents, as applicable, to the Registrar to the Delisting Offer. It is the sole responsibility of Public Shareholders/ Seller Member(s) to ensure that their equity shares held in physical form reaches the Registrar to the Offer within 2 (two) days after the bid closing date.

9. In case, the Bid Form reached to Registrar is not complete in all respects, the same may be liable for rejection.

10. It is the sole responsibility of Shareholders/ Seller Member(s) to ensure that their equity shares shall transferred by using the settlement number and the procedure prescribed by the Clearing Corporation on or before the Bid Closing Date and for physical shareholders the Bid Form along with other documents reaches the Registrar to the Offer within 2 (two) days after the bid closing date.

11. FOR EQUITY SHARES HELD IN PHYSICAL FORM: Before submitting this Bid Form to the Seller Member(s), you must execute valid share transfer deed(s) in respect of the Equity Shares intended to be tendered under the Delisting Offer and attach thereto all the relevant original physical share certificate(s). The share transfer deed(s) shall be signed by the Public Shareholder (or in case of joint holdings by all the joint holders in the same order) in accordance with the specimen signature(s) recorded with the


Company and shall also be duly witnessed. A copy of any signature proof may be attached to avoid any inconvenience. In case, the sole/any joint holder has died, but the share certificate(s) are still in the name of the deceased person(s), please enclose the requisite documents, i.e., copies of death certificate/will/probate/succession certificate and other relevant papers, as applicable.

12. FOR UNREGISTERED PUBLIC SHAREHOLDERS: Unregistered shareholders should enclose, as applicable, (a) this Bid Form, duly completed and signed in accordance with the instructions contained therein, (b) original share certificate(s), (c) original broker contract note, (d) valid share transfer form(s) as received from the market, duly stamped and executed as the transferee(s) along with blank transfer form duly signed as transferor(s) and witnessed at the appropriate place. All other requirements for valid transfer will be preconditions for acceptance.

13. FOR SUBMITTING THE DOCUMENTS TO THE REGISTRAR TO THE DELISTING OFFER BY HAND DELIVERY: Please submit the necessary documents referred to in Clause 14 of the Letter of Offer by hand delivery to the Registrar to the Delisting Offer, C B Management Services (P) Limited, P-22 Bondel Road, Kolkata – 700 019, Tel: (033) 4011 6700, 4011 6715 Fax: (033) 4011 6739, E-mail: [email protected].

14. FOR SUBMITTING THE DOCUMENTS TO THE REGISTRAR TO THE DELISTING OFFER BY REGISTERED POST/SPEED POST/COURIER: In case you wish to submit the documents under the Delisting Offer by Registered Post/Speed Post/Courier (at your own risk and cost) to C B Management Services (P) Limited, P-22 Bondel Road, Kolkata – 700 019, Tel: (033) 4011 6700, 4011 6715 Fax: (033) 4011 6739, E-mail: [email protected], by clearly marking the envelope as “Rasoi Limited - Delisting Offer”, in such a manner so as to ensure that your Bid Form is delivered to the Registrar to the Delisting Offer within two days of the Bid Closing Date. The Bid Form should not be dispatched to the Acquirers or the Company or to the Manager to the Offer or to the Buyer Broker.


For any queries, please contact


REGISTRAR TO THE DELISTING OFFER:

SUMEDHA FISCAL SERVICES LIMITED CIN: L70101WB1989PLC047465 SEBI REGN No: INM000008753 Validity of Registration: Permanent (Contact Person: Mr. Ajay K. Laddha) 6A Geetanjali, 6th Floor, 8B Middleton Street, Kolkata – 700 071 Tel No. : (033) 2229 8936 Fax No. : (033) 2226 4140 Email: [email protected] Website: www.sumedhafiscal.com

C B MANAGEMENT SERVICES (P) LIMITED CIN: U74140WB1994PTC062959 SEBI REGN No : INR000003324 Validity of Registration: Permanent (Contact Person: Mr. Subhabrata Biswas) P-22, Bondel Road, Kolkata – 700 019 Tel No.: (033) 4011 6700, 40116715 Fax No.: (033) 4011 6739 Email: [email protected] Website: www.cbmsl.com

-------------------------------------------------------------------- Tear Here---------------------------------------------------------------------

ACKNOWLEDGEMENT SLIP

Received a Bid Cum Acceptance Form/ Bid Form for the fully paid up equity shares under the Delisting Offer for Rasoi Limited as under:

DEMAT SHAREHOLDER PHYSICAL SHAREHOLDER

UNIQUE CLIENT CODE (UCC) UNIQUE CLIENT CODE (UCC)

DP ID NO. FOLIO NUMBER

CLIENT ID NO SHARE CERTIFICATE NO

NUMBER OF EQUITY SHARES NUMBER OF EQUITY SHARES

BID PRICE PER EQUITY SHARE (IN RS.)


Note: Received but not verified share certificate(s) and share transfer deeds

ACKNOWLEDGEMENT

UNIQUE CLIENT CODE (UCC)

APPLICATION NUMBER

DATE OF RECEIPT

SIGNATURE OF OFFICIAL

Orie

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ress

Ltd

. Tel

.: 40

2858

88

Bid Revision Form Page 1 of 8

BID REVISION/ WITHDRAWAL FORM IN RESPECT OF THE EQUITY SHARES PURSUANT TO THE DELISTING OFFER BY THE ACQUIRERS


(In respect to equity shares of Rasoi Limited pursuant to the Delisting Offer by the Acquirers)

Please read this document along with the public announcement published on January 22, 2019 (“Public Announcement” / “PA”) and the Letter of Offer dated January 22, 2019 (“Letter of Offer”) issued by J. L. Morison (India) Limited, Pallawi Resources Limited, Leaders Healthcare Limited, Mrs. Shashi Mody and Mrs. Sakshi Mody (“Acquirers”). We also request you to read “Operational Guidelines for Offer to Buy (OTB) Window / Acquisition Window Facility” issued by BSE in relation to stock exchange traded mechanism recently introduced by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, “Mechanism for acquisition of shares through Stock Exchange” as amended from time to time. The terms and conditions of the PA and the Letter of Offer are deemed to have been incorporated in and form part of this document. Unless the context otherwise requires, expressions in this Bid Revision/ Withdrawal Form have the same meaning as defined in the PA and the Letter of Offer. Note: The Public Shareholders should note that this Form should not be sent to the Manager to the Offer or to the Buyer Broker or to the Acquirers or to the Company or the Stock Exchange. The Public Shareholders should further note that they should have a trading account with their broker i.e. a Seller Member as the Bids can be entered in Reverse Book Building window of the Stock Exchanges, only through their respective Seller Member. The Seller Member would issue contract note and Stock Exchange or the Seller Member would pay the consideration to the respective public shareholders whose equity shares are accepted under the Delisting Offer. Please note that submission of Bid Form and TRS is not mandatorily required in case of equity shares held in dematerialized form.

DELISTING OFFER*

Bid Opening Date January 30, 2019 Wednesday Bids can be placed only during normal trading hours of the secondary market Last Date for Revision

(Upwards) or Withdrawal of Bid

February 04, 2019 Monday

Bid Closing Date February 05, 2019 Tuesday

Floor Price Per Share Rs. 25,408/- (Rupees Twenty Five Thousand Four Hundred Eight Only)

Discovered Price The price at which the shareholding of the Promoter and the Promoter Group (including Acquirers) reaches 90% of the total fully paid-up equity share capital of the Company pursuant to RBB Process.

Exit Price a) The Discovered Price, if accepted by the Acquirers; b) A price higher than the Discovered Price, if offered by the Acquirers at their

discretion; or c) The Counter Offer Price offered by the Acquirers at their discretion which,

pursuant to acceptance and/ or rejection by Public Shareholders, results in the shareholding of the Promoter and Promoter Group reaching 90% of the total Equity Shares outstanding.

* The dates are subject to, among other things, the Acquirers obtaining the necessary approvals, if any, prior to the Bid Opening Date.


BID REVISION / WITHDRAWAL FORM In respect of Equity Shares of Face Value of Rs. 200/- each of Rasoi Limited pursuant to the Delisting Offer by the

Acquirers (To be filled in by the Seller Member(s))

Name of Seller Member

Address of Seller Member

Unique Client Code (UCC)

Application Number, if any

Date


Dear Sir(s),

Re: Delisting Offer to acquire 24225 fully paid up Equity Shares of Rasoi Limited (‘RASOI’ / ‘Company’) by the Acquirers through reverse book building process. The Floor Price for the Delisting Offer has been determined as Rs. 25,408/- per equity share (‘Delisting Offer’).

I/We hereby revoke any offer made in any Bid Form submitted prior to the date of this Bid Revision/Withdrawal Form in respect of the Equity Shares of Rasoi Limited (“Company”). I/We hereby make a new bid to tender the number of Equity Shares set out or deemed to be set out herein and on and subject to the terms and conditions, as applicable.

1. Name (IN BLOCK LETTERS) of the Shareholder(s) (Please write the names of the joint holders in the same order as appearing in the share certificate(s) / demat account)

Holder Name PAN. NO

Sole / First

Second

Third

2. TO BE FILLED IN ONLY IF THE NUMBER OF EQUITY SHARES HAVE BEEN INCREASED AS COMPARED TO NUMBER OF EQUITY SHARES TENDERED IN THE PREVIOUS BID FOR SHAREHOLDERS HOLDING EQUITY SHARES IN PHYSICAL FORM Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed. The Details are applicable only for additional equity shares tendered with a view to increase the number of equity Shares tendered.

Sr. No.

Folio No. Share Certificate(s) No.

Distinctive No. Number of Equity Shares

From To

1

2

3

(If the space provided is inadequate please attach a separate continuation Sheet)

TOTAL

3. TO BE FILLED IN ONLY IF THE NUMBER OF EQUITY SHARES HAVE BEEN INCREASED AS COMPARED TO NUMBER OF EQUITY SHARES TENDERED IN THE PREVIOUS BID FOR SHAREHOLDERS HOLDING SHARES IN DEMAT FORM Following Details are applicable only for additional equity shares tendered with a view to increase the number of equity shares tendered

Name of the Depository

Name of Depository Participant

Depository Participant’s ID No.

Client ID No. with the Depository Participant

Beneficiary’s Name (as appearing in DP’s records)

Date of execution/ acknowledgement of delivery instruction (copy enclosed)


4. Other enclosures, as applicable (Please tick ( )) Power of Attorney Corporate Authorization

Death Certificate Others (Please Specify)

5. Details of Previous Bid and Equity Shares tendered pursuant to the Delisting Offer

Figure in Numbers Figure in Words

Number of Equity Shares tendered in the last Bid Form/ Bid Revision/ Withdrawal Form

Bid Price per Equity Share (in Rs.)

Application no. of Bid Form, if any, (Please ensure that you have submitted a copy of


the Acknowledgement of the Original Bid Form along with this Bid Revision/ Withdrawal Form)

6. Details of Revised Bid and Equity Shares tendered pursuant to the Delisting Offer

Figure in Numbers Figure in Words


Bid Price per Equity Share (in Rs.)

7. Withdrawal of Bid

I/We hereby confirm that I/We would like to withdraw the earlier Bid made by me/ us as detailed in point 5 above and would like to treat that Bid as null and void.

YES NO (Please tick () in appropriate box)

CHECKLIST (Please Tick ())

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS

1 BID REVISION / WITHDRAWAL FORM 1 BID REVISION / WITHDRAWAL FORM

2 OTHER DOCUMENTS, AS APPLICABLE 2 COPY OF SELLER MEMBER ACKNOWLEDGMENT SLIP OF THE ORIGINAL BID.

3 OTHER DOCUMENTS, AS APPLICABLE

Signature(s)

First / Sole Holder Second Holder Third Holder

Full Name(s)

PAN No.

Signatures(s)*

Note: In case of joint holdings, all holders must sign. In case of bodies corporate the Bid Form is to be signed by the Authorized Signatory under the stamp of the body corporate and necessary board resolution authorizing the submission of this Bid Revision cum Withdrawal Form should be attached. Notes: 1. All documents/remittances sent by / to the Public Shareholders will be at their risk and Public

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

2. The Public Shareholders may withdraw or revise their Bids upwards not later than one day before the Bid Closing Date.

3. Downward revision of Bids shall not be permitted. 4. You must submit this Bid Revision/Withdrawal Form to the same Seller Member through whom your original

Bid Form was submitted. Please ensure that you also enclose a copy of the acknowledgement slip relating to your previous Bid.

5. Please note that all the information, terms and conditions contained in the original Bid Form shall remain

valid, except which has been revised under Bid Revision / Withdrawal Form. 6. In case you wish to tender additional dematerialized equity shares, please ensure that you have instructed

your Seller Member to transfer your additional equity shares. In case you wish to tender additional physical Equity Shares, please ensure that you attach the additional share certificates and the transfer deed along with the Bid Revision/Withdrawal Form. Please ensure that the number of equity shares tendered under the Bid Revision/Withdrawal Form is equal to the number indicated in the share certificate(s) attached and the transfer deed executed, if any.


7. In case of shareholder(s) other than individuals, copy of power of attorney, board resolution, authorization,

etc. as applicable and required in respect of support/verification of this Bid Revision/Withdrawal Form, shall also be provided, otherwise, the same shall be liable for rejection.

8. The consideration shall be paid by the respective Seller Member in the name of sole/first holder.

9. Public Shareholders holding equity shares in physical form, post bidding, should send the Bid Form along with

share transfer deed, share certificates, TRS and other documents, as applicable, to the Registrar to the Delisting Offer. It is the sole responsibility of Public Shareholders/ Seller Member(s) to ensure that their equity shares held in physical form reaches the Registrar to the Delisting Offer within 2 (two) days after the bid closing date.

10. In case the Bid Revision/ Withdrawal Form reached to Registrar to the Delisting Offer are not complete in all

respects, the same may be liable for rejection.

11. FOR SUBMITTING THE DOCUMENTS TO THE REGISTRAR TO THE OFFER BY HAND DELIVERY: Please submit the necessary documents referred to in Clause 14 of the Letter of Offer by hand delivery to the Registrar to the Delisting Offer, C B Management Services (P) Limited, P-22 Bondel Road, Kolkata – 700 019, Tel: (033) 4011 6700, 4011 6715 Fax: (033) 4011 6739, E-mail: [email protected].

12. FOR SUBMITTING THE DOCUMENTS TO THE REGISTRAR TO THE DELISTING OFFER BY REGISTERED POST/SPEED POST/COURIER: In case you wish to submit the documents under the Delisting Offer by Registered Post/Speed Post/Courier (at your own risk and cost) to C B Management Services (P) Limited, P-22 Bondel Road, Kolkata – 700 019, Tel: (033) 4011 6700, 4011 6715 Fax: (033) 4011 6739, E-mail: [email protected], by clearly marking the envelope as “Rasoi Limited - Delisting Offer”, in such a manner so as to ensure that your Bid Revision cum Withdrawal Form is delivered to the Registrar to the Delisting Offer within two days of Bid Closing Date. The Bid Form should not be dispatched to the Acquirers or the Company or to the Manager to the Offer or to the Buyer Broker.


For any queries, please contact


REGISTRAR TO THE DELISTING OFFER:

SUMEDHA FISCAL SERVICES LIMITED CIN: L70101WB1989PLC047465 SEBI REGN No: INM000008753 Validity of Registration: Permanent (Contact Person: Mr. Ajay K. Laddha) 6A Geetanjali, 6th Floor, 8B Middleton Street, Kolkata – 700 071 Tel No. : (033) 2229 8936 Fax No. : (033) 2226 4140 Email: [email protected] Website: www.sumedhafiscal.com

C B MANAGEMENT SERVICES (P) LIMITED CIN: U74140WB1994PTC062959 SEBI REGN No : INR000003324 Validity of Registration: Permanent (Contact Person: Mr. Subhabrata Biswas) P-22, Bondel Road, Kolkata – 700 019 Tel No.: (033) 4011 6700, 40116715 Fax No.: (033) 4011 6739 Email: [email protected] Website: www.cbmsl.com

-----------------------------------------------------------------------Tear Here-------------------------------------------------------------- ACKNOWLEDGEMENT SLIP

Received a Bid Revision/Withdrawal Form for the fully paid up equity shares under the Delisting Offer for Rasoi Limited as under:

DEMAT SHAREHOLDER PHYSICAL SHAREHOLDER

UNIQUE CLIENT CODE (UCC) UNIQUE CLIENT CODE (UCC)

DP ID NO. FOLIO NUMBER

CLIENT ID NO SHARE CERTIFICATE NO

NUMBER OF EQUITY SHARES NUMBER OF EQUITY SHARES



Note: Received but not verified share certificate(s) and share transfer deeds

ACKNOWLEDGEMENT

DATE OF RECEIPT

SIGNATURE OF OFFICIAL



Orie

nt P

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Ltd

. Tel

.: 40

2858

88

DESCRIPTION OF SECURITIES

Kind/Class of securities (1) Nominal value of each unit of security (2)

Amount called upPer unit of security (3)

Amount paid up per unit of security (4)

Equity Share INR 200/- each INR 200/- each INR 200/- each

No. of Securities being Transferred Consideration received (Rs.)In Figures In words In words In Figures

DistinctiveNumber

From

To

CorrespondingCertificate Nos.

FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the“Transferee(s)” named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.

Form No. SH-4

Securities Transfer FormPursuant to Section 56 of the Companies Act, 2013 and sub-rule (1) of Rule 11 of the Companies

(Share Capital and Debentures) Rules 2014

CIN: L 2 5 1 9 0 W B 1 9 0 5 P L C 0 0 1 5 9 4

Name of the company (in full):

Name of the Stock Exchange where the company is listed, (if any)*: BSE Limited

Transferor’s Particulars

Registered Folio Number

Name(s) in Full Signature(s)

1.

2.

3.

I hereby confirm that the transferor has signed before me.

Signature of the Witness:

Name of the Witness:

Address of the Witness:

Pincode

Date of execution: _____/ _____ / ______

RASOI LIMITED

Transferee’s Particulars

Name in full (1)

Father’s/Mother’s /SpouseName (2)

Address & E-mail id (3)

1.

Pan No. : AAACJ0248C

2.

3.

1.

2.

3.

Occupation (4) Existing Folio No., if any (5) Signature (6)

1.

2.

3.

1.

2.

3.

Folio No. of Transferee

Value of stamp affixed: Rs.

Specimen Signature of Transferee(s)

1.

2.

3. Enclosures:

1. Certificate of shares or debentures or other securities

2. If no certificate is issued, Letter of allotment

3. Copy of PAN Card of all the Transferees (For all listed Cos.)

4. Others, Specify,

STAMPS

For Office Use Only

Checked by

Signature Tallied by

Entered in the Register of Transfer on

vide Transfer no

Approval Date

Power of attorney / Probate / Death Certificate / Letter of Administration

Registered on at

No

J. L. Morison (India) Limited Not Applicable ‘Rasoi Court’,

20, Sir R. N. Mukherjee Road,

Kolkata – 700 001

Phone : (033) 2248 0115

[email protected]

Not Applicable

LETTER OF OFFER RASOI LIMITEDTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This...

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Transcript of LETTER OF OFFER RASOI LIMITEDTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This...