2000 5000 Company Update 20220224
2000 5000 Company Update 20220224
2000 5000 Company Update 20220224
Dear Sir(s),
Sub.: Disclosure under Regulation 30 and 57 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
In continuation of our letter dated September 28, 2021, we wish to inform you that the standstill
granted pursuant to the Settlement Agreement, inter-alia, with the holder of Series I (2018)
Non-Convertible Debentures (NCD’s) (Script Code - 957798, ISIN INE614G07063) has been
extended till March 26, 2022. The interest and principal amounts due and payable on the said
NCD’s shall be paid accordingly.
Thanking you.
MANOHAR
de54ace4945d20006069094db30000f1f1
04bd44, postalCode=400101,
st=Maharashtra,
serialNumber=869cd4554a9093e8f1c389
PUROHIT debc48ea121f39dab1f61ef1e915aa0e498
c6c3a71, cn=MURLI MANOHAR PUROHIT
Date: 2022.02.24 17:29:44 +05'30'
CODE: 500106
Dear Sir/Madam,
Please find enclosed herewith the Scrutinizers' Report and the Voting Results in
Thanking you,
Yours faithfully,
For IFCI Limited
t3:Kr .2 1-S
(Priyanka Sharma)
Company Secretary
Encl.: As above.
[Pursuant to Section 108 of the Companies Act, 2013 ("the Act") and Rule 20 of the
Companies (Management and Administration) Rules, 2014 ("the Rules") as amended]
To,
The Chairman
IFCI LIMITED
(CIN: L74899DL1993G01053677)
IFCI Tower 61, Nehru Place,
New Delhi- 110019
Dear Sir,
I, Devesh Kumar Vasisht, Partner of M/s Sanjay Grover & Associates, Practicing Company
Secretaries having office at B-88, First Floor, Defence Colony, New Delhi-110024, was
appointed as Scrutinizer by the Board of Directors of IFCI Limited ("the Company") in its
meeting held on January 25, 2022 for the purpose of scrutinizing the voting process,
i.e. remote e-Voting and e-Voting during the Extraordinary General Meeting ("EGM"), under
the provisions of Section 108 of the Act read with the Rules and General Circular Nos.
14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020,
33/2020 dated September 28, 2020, 39/ 2020 dated December 31, 2020, 10/ 2021 dated
June 23, 2021 and 20/ 2021 dated December 08, 2021 respectively ("MCA Circulars")
issued by the Ministry of Corporate Affairs ("MCA") and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and other applicable laws and regulations (including any statutory
modifications or re-enactments thereof, for the time being in force) in respect of the
resolution as mentioned in Notice dated January 25, 2022 ("EGM Notice") for the EGM of
the Company held on February 24, 2022 at 11:30 A.M through Video Conferencing ("VC") /
Other Audio Visual Means ("OAVM").
31
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SANJAY GROVER t14 ASSOCIATES
. The Management of the Company is responsible to ensure the compliance with the
requirements of (i) the Act and the Rules made thereunder; (ii) the MCA Circulars;
and (iii) the Listing Regulations related to e-Voting in respect of the resolution
contained in the EGM Notice and also far ensuring a secured framework for e-
Voting.
3. The remote e-Voting period commenced on February 21, 2022, at 09:00 A.M. (1ST)
and ended on February 23, 2022 at 05:00 P.M. (IST) via e-Voting platform on
the designated website of CDSL, being E-Voting Service Provider
viz.: www.evotingindia.com . The Company also provided e-Voting facility to the
Members who participated/ attended the Meeting through VC/OAVM to enable such
Members to cast their votes, if they had not cast their votes earlier through remote e-
Voting.
4. The Members of the Company as on the "cut off" date i.e. Thursday, February 17,
2022 were entitled to avail the facility of remote e-Voting as well as e-Voting at the
EGM on the proposed resolution as set out in the EGM Notice.
6. The total paid up Equity Share Capital of the Company as on February 17, 2022 was
Rs. 2041,97,84,930 (Rupees Two Thousand Forty One Crore Ninety Seven Lakh
Eighty Four Thousand Nine Hundred and Thirty Only) divided into 204,19,78,493
(Two Hundred Four Crore Nineteen Lakh Seventy Eight Thousand Four Hundred
and Ninety Three) equity shares of Rs. 10/- (Rupees Ten Only) each.
6. After completion of e-Voting at the EGM, the votes cast by the members through
e-Voting at EGM and through remote e-Voting were unblocked in the presence of
two witnesses i.e., Mr. Rishab Kansa' and Ms. Pranjali Singh who are not in the
employment of the Company who have signed below:
Page 2 of 4
SANJAY GROVER & ASSOCIATES
-
7. The data of remote e-Voting and e-Voting at EGM was diligently scrutinized and
reconciled with the records maintained by the MCS Share Transfer Agent Limfted,
Registrar and Share Transfer Agent (RTA") of the Company. Detailed registers
were maintained containing the summary of results of remote e-Voting and e-Voting
at EGM.
8. The consolidated summary of results of remote e-Voting and e-Voting during EGM
are as under:
Resolution No. 1: Issue of equity shares aggregating upto Rs. 100 crore by way
of preferential allotment to Government of India {G01).
Special Resolution
Therefore, the above Resolution has been passed with requisite majority, The
Detailed breakup of voting in respect of the e-Voting at EGM & remote e-Voting pre
given in Annexure- A.
9. The register containing the details of remote e-Voting and e-Voting at the EGM is
under my safe custody and will be handed over to the Company Secretary of the
Company, for preserving safely after the Chairman considers, approves, and signs
the minutes of the EGM.
Thanking you,
TV VASLO'L
Devesh Kumar Vasisht
Scrutinizer
CP No.:13700
UDIN: F008488C002704236 (CHAIRMAN OF THE MEETING)
Date: February 24, 2022
Place: New Delhi
allimo
Page 3 of 4 I FOI
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- SANJAY GROVER & ASSOCIATES
Annexure - A
Details of e-Voting at EGM 84 remote e-Voting for Resolution No.-1 are as under:
Page 4 of 4
General information about company
Scrip code 500106
NSE Symbol IFCI
MSEI Symbol NOTLISTED
ISIN INEO3 9A01 01 0
IFI T ute- 7
61
SECRETARIAL DEPARTMENT
24.02.2022
HO:SEC;1~021-22
Dear Sir,
Thank you,
Yours faithfully,
SECRETARY
"·'~•-•·'
■ Integrated
Cmpt)14t,i Solu!ino, S,mp!ifi~c
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We have received a letter from the shareholder/ Legal heir about the loss of share certificate along with
police complaint, details are as follows.
l
SL.NO. j FOLIO NO. NAME OF THE CERT. NOS. DISTINCTIVE NOS.
SHAREHOLDER From To I From To
, -----·--' , - - - , --1 "---------·· ,,________
1 ' 12000017 SRINIVASA RAO CN 235188to 235191 19681810 to 9681842 936
354414 !22753247- 22753299
390332 ,31172225- 31172316
410425 [49260106 - 49260541
426405 !134683360-134683681
- - - - - - - · " ---·-----· ........_,..L,,,,, · - - - - - - - · · ------·--····-- ,,,., _______,,,,,,
Kindly take note of the above and send necessary intimation to Stock Exchanges
Please provide us the soft copy of the Exchange Intimation letter for our records.
Kindly acknowledge.
Thanking you,
Yours faithfully
For INTEGRATES::.EGISTRY MANAGEMENT SERVICES PRIVATE LTD
':-.,
Regel.Office: 2"" Floor,Kences Towers, No.1, Ramakrishna Street, Nort1 Usman Road, T Nagar, Chennai - 600 017
CIN : U749HTN2015PTC10146' ; SEBJ Rrgn No: INROOOOOOS44
.. Appointment of a nominee for the shares held by you Is not an option but your right!! Please exercise your right to nominate"
DELTA CDRPLIMITED
24ili February,2022
Thanking You.
Yours Sincerely,
For Delta Corp Limited
I
~~
Dilip Vaidya
Company Secretary & General Manager - Secretarial
FCS: 7750
(Encl.: As above)
Regd. Office : 10, Kumar Place, 2408, General Thimayya Road, Pune - 411 001 .
Subject: Request for Updating KYC details as per SEBI Circular No. SEBI/HO/MIRSD/MIRSD
RTAMB/P/CIR/2021/655 dated 3rd November, 2021 (“Circular 1”) and Issuance of Securities in
Dematerialized Form In Case of Investor Service Requests as per SEBI Circular No. SEBI/HO/
MIRSD/ MIRSD_ RTAMB/ P/CIR/2022/8 dated January 25, 2022 (“Circular 2”).
We refer to the above Circular 1 issued by SEBI that mandates all the Listed Companies to record
the PAN, Nomination, KYC Details of all the shareholders and Bank Account details of first
holder in the account. This is applicable for all the security holders in Physical Mode.
The salient features and requirements of the Circular 1 are as follows:
A) Non – Updation of KYC Folios:
Wherein any ONE of the cited details/documents (i.e. PAN, Bank Details, Nomination) are
not available with us, on or after April 01, 2023, shall be frozen as per aforesaid SEBI
Circular 1.
Notes:
1. The securities in the frozen folios shall be:
Eligible to lodge any grievance or avail service request from the RTA only after furnishing
the complete required documents/details as aforesaid.
Eligible for any payment including dividend, interest or redemption amount (which
would only be paid through electronic mode) upon complying with the above stated
requirements.
2. a) The formats for Updation of KYC and Nomination details viz., Forms ISR-1, ISR-2,
ISR-3, SH-13, SH-14 and SEBI circular are available on our website www.deltacorp.in
b) For registering the new bank details, mandatory submission of Original cancelled
Cheque leaf bearing the name of the 1st holder or alternatively, to submit a copy of
the bank passbook/statement of account, attested by the bank branch is required.
Flegd. Office : 10, Kumar Place, 2408. General Thimawa Road. Puna - 411001 .
As per the Central Board of Direct Taxes (CBDT) it is mandatory to link PAN with Aadhar for
resident investors by March 31, 2022. Security holders who are yet to link PAN with Aadhar
number are requested to get the same done before March 31, 2022. Post March 31, 2022 or any
other date as may be specified by the CBDT, RTA will accept for registration only valid PANs
which have been linked to their corresponding Aadhar number.
The folios in which no PAN registered against the same/or have invalid PAN registered on
RTA’s records, as on the notified cutoff date of March 31, 2022 or any other date as may be
specified by the CBDT shall also be frozen.
Keeping the above statutory requirements in view, members holding securities in physical
form are requested to furnish valid PAN, KYC details and Nomination immediately to the
Company/RTA in the required attached forms (as detailed below), to ensure that, their
folios are not frozen on or after April 1, 2023.
Please note that after December 31, 2025, the frozen folios shall be referred by
RTA/Company to the administrating authority under the Benami Transactions
(Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002.
Further, we refer to the Circular 2 issued by SEBI that mandates all the Listed Companies to
issue Securities in dematerialized form only (vide Gazette Notification no. SEBI/LAD-
NRO/GN/2022/66 dated January 24, 2022) while processing the service requests related to
i. Issue of duplicate securities certificate;
ii. Claim from unclaimed suspense account;
iii. Renewal/Exchange of securities certificate;
iv. Endorsement;
v. Sub-Division/Splitting of securities certificate;
vi. Consolidation of securities certificate/folios;
vii. Transmission
viii. Transposition.
Further the operational guidelines for processing the above mentioned service requests and
the format of Form ISR — 4 are available on our website www.deltacorp.in and on the website
of our STA www.freedomregistry.co.in
Aegd. Office : 10, Kumar Place, 2408. General Thimawa Road. Puna - 411001 .
Document can be sent by using any ONE of the following modes for submission:
1. In Person Verification (IPV): By producing the originals to the authorised person of the
STA, who will retain copy (ies) of the document(s).
2. In hard Copy: By furnishing self-attested photocopy (ies) of the relevant document, with
Date.
3. With e-sign: In case your email is already registered with us, you may send the scanned
Copies of your KYC documents with e-sign at mail Id support@freedomregistry.co.in
In case of any queries, kindly contact our Share Transfer Agent (STA):
Freedom Registry Limited
Plot No 101/102, MIDC, 19th Street,
Satpur, Nashik, - 422007
Tel: 0253 - 2354032
Email: support@freedomregistry.co.in
Website: www.freedomregistry.co.in
Thanking You,
For Delta Corp Limited
Sd/-
Dilip Vaidya
Company Secretary & GM – Secretarial
FCS No. 7750
Aegd. Office : 10, Kumar Place, 2408. General Thimawa Road. Puna - 411001 .
FORM ISR-1
(SEBI circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021)
REQUEST FOR REGISTERING PAN, KYC DETAILS OR CHANGES / UPDATION THEREOF
[For Securities (Shares / Debentures / Bonds, etc.) of listed companies held in physical form]
Date: ___ /___ /______
A. I / We request you to Register / Change / Update the following (Tick √ relevant box)
PAN Bank details Signature
Mobile number E-mail Address Registered Address
C. I/We are submitting document’s as per Table below (tick √ as relevant, refer to the instructions):
Name(s) of the security holder(s) as per PAN PAN PAN linked to Aadhar
Copies of PAN of all Holder(s) duly self-attested with date to Tick any one (√)*
be enclosed with this form.
1. Yes No
2. Yes No
3. Yes No
Note: *PAN shall be valid only if it is linked to Aadhar by March 31, 2022* or any other date as may be specified by CBDT
Bank Account Details of First Holder:
Bank A/c No: Tick any one (√) – Acct type Savings Current NRO
NRE Any other [ ]
Note: Original cancelled Cheque leaf bearing the name of the first holder is mandatory, failing which first security holder shall submit copy of
bank passbook/ statement attested by the Bank for registering the bank Account details.
Demat Account Number: 16 digit DP/CL [ ]
Also provide Client Master List (CML) of your Demat Account, provided by the Depository Participant.
Authorization: I / We authorise you (RTA) to update the above PAN and KYC details in my / our above folio (s) use Separate Annexure if extra
space is required) in which I / We are the holder(s) (strike off what is not applicable)
Declaration: All the above facts stated are true and correct.
First Holder Joint Holder-1 Joint Holder-2 Joint Holder-3
Signature
I
Name
I
Address
I
PIN
Note: If the address mentioned above differs from the address registered with the Company, you are requested to record the new address
by submitting the documents as specified in point (3) overleaf.
I/We are submitting documents as per Table below (tick √ as relevant, refer to the instructions):
1. PAN copies of all the holder(s) duly self-attested with date to be enclosed.
PAN shall be valid only if it is linked to Aadhaar by March 31, 2022, or any date as may be specified
□ PAN of (all) the (joint) holder(s)
by the CBDT. For Exemptions / Clarifications on PAN, please refer to Objection Memo as specified in
SEBI circular.
2. Provide Client Master List (CML) of your Demat Account, provided by the Depository
□ Demat Account Number Participant.
3. Provide self-attested copy of any ONE of the documents, issued by a Govt. Authority, only if
there is change in the address;
Client Master List (CML) of your Demat Account, provided by the Depository
□ Participant.
□ Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill - Not
more than 3 months old.
Proof of Address of the first Holder
Identity card (with Photo) / document with address, issued by Central/State
□ Government and its Departments, Statutory / Regulatory Authorities, Public
Sector Undertakings, Scheduled Commercial Banks, Public Financial
Institutions.
For FII / sub account, Power of Attorney given by FII / sub- account to the
□ Custodians (which are duly notarized and / or apostilled or consularised) that
gives the registered address should be taken.
6. As mentioned on Form ISR-1, alternatively the mobile number available in the CML as enclosed
□ Mobile will be updated in the folio.
7. Provide banker’s attestation of the signature of the holder(s) as per Form ISR – 2 and Original cancelled
□ Specimen Signature cheque leaf bearing the name of the first holder.
8. Nomination
Submit Form(s) as per any ONE of the following options.
1)
5. Account holder(s) name(s) 2)
3)
6. Latest photograph of the account holder(s)
a) Address
b) Phone number
c) Email address
d) Signature(s)
I I I 11 I
Signature verified as recorded with the Bank
To
Name of the company:
Address of the company:
I/We the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do
hereby nominate the following persons in whom shall vest, all the rights in respect of such securities in the
event of my/our death.
(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)
Nature of Folio No No. of Certificate Distinctive
securities securities No. No.
Father’s/Mother’s/ Nationality:
Spouse’s name:
Relationship with the E-mail id:
security holder:
IN CASE NOMINEE IS A MINOR
Name of guardian: Date of birth:
Address of guardian: Date of attaining majority
Witness Details:
Witness Details:
[Under Section 72 r/w Section 24 (1) (a) of Companies Act, 2013 r/w Section 11(1) and 11B of SEBI Act, 1992 and
Clause C in Schedule VII and Regulation 101 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)]
I / we the holder(s) of the securities particulars of which are given hereunder, do not wish to nominate any
person(s) in whom shall vest, all the rights in respect of such securities in the event of my /our death.
PARTICULARS OF THE SECURITIES (in respect of which nomination is being opted out)
I/ we understand the issues involved in non-appointment of nominee(s) and further are aware that in case of
my /our death, my/our legal heir(s) /representative(s) are required to furnish the requisite documents / details,
including, Will or documents issued by the Court like Decree or Succession Certificate or Letter of
Administration / Probate of Will or any other document as may be prescribed by the competent authority, for
claiming my / our aforesaid securities.
Witness Details:
Provide the following details, if they are not already available with the RTA (see SEBI circular dated
November 03, 2021 in this regard)
PAN Specimen Signature
Nomination / Declaration to Opt-out
*(Your address, e-mail address, mobile number and bank details shall be updated in your folio from
the information available in your CML). You can authorize the RTA to update the above details for
all your folios. In this regard, please refer to and use Form ISR-1 in SEBI circular dated November 03,
2021.
Provide / attach original securities certificate(s) for request for item numbers III to VIII above.
Declaration: All the above facts stated are true and correct to best of my / our knowledge and belief.
After processing the service request, the RTA shall issue a ‘Letter of Confirmation’ to the securities
holder/claimant, which is valid only for 120 days. Using this ‘Letter of Confirmation’, the securities
holder/claimant shall request the DP to dematerialize the securities, failing which the securities shall be
credited to the Suspense Escrow Demat Account of the Company.
.TIFCI LIMITED
OzTrt
Government of India Undertakin g)
(A Govemment
(Trim' ticrinue w31:1-09:1)
No. IFCl/C5/2022 - k February 24, 2022
BSE Limited
Department of Corporate Services
Phiroze Jeejeebhoy Tower
Dalai Street, Fort
Mumbai — 400001
CODE: 500106
Dear Sir/Madam,
Thanking you,
Yours faithfully,
6-zifr
(
(Priyanka Sharma)
Company Secretary
Encl.: As above.
The Extraordinary General Meeting (Meeting) of IFCI Limited (IFCI) was held on
Thursday, February 24, 2022 at 11:30 A.M. at Auditorium, First Floor, IFCI Tower, 61
Nehru Place, New Delhi — 110019 through Video Conferencing (VC) / Other Audio
Visual Means (OAVM), to transact the Special Business as contained in the Notice
Calling the Meeting dated January 25, 2022.
In view of the ongoing COVID-19 pandemic, also in accordance with the circulars
issued by the Ministry of Corporate Affairs (MCA) from time to time, the Meeting was
held through VC / OAVM.
In terms of Regulation 30 read with Schedule III of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the proceedings of Meeting of IFCI are
as under:-
1. Shri Manoj Mittal, Managing Director & Chief Executive Officer was unanimously
elected to Chair the Meeting in terms of the Articles of Association of the Company.
2. At the outset, the Company Secretary introduced and welcomed the Directors
present, i.e. Shri Manoj Mittal, MD & CEO, Shri Sunil Kumar Bansal, DMD, Prof.
Arvind Sahay, Director & Chairman, Audit Committee and Stakeholders'
Relationships Committee, Prof. N Balakrishnan, Director & Chairman, Nomination
& Remuneration Committee, Shri M M L Verma, Director & Chairman, Risk & Asset
Liability Management Committee. Also welcomed Shri Atul Aggarvval, Partner, M/s
M K Aggarwal & Co., Chartered Accountants, Statutory Auditor, Shri Devesh
Vashisht, Partner, SGA & Associates, Scrutinizer and Shri Prasoon, Chief Financial
Officer of the Company. The proceeding was then handed over to the Chairman.
4. The Chairman informed the Members that all documents referred to in the Notice
calling the Meeting and the Explanatory Statement were available for inspection
through electronic mode during the conduct of this Meeting. He further informed
the Members that voting would remain open for 15 minutes after the conclusion
of the Meeting and Members who had not cast their vote through Remote E-
voting, could cast their vote electronically by following the instruction provided in
the Notice.
1 6 FCI Tower
71 -19
61, ru Place
New C IN-19
5. Before considering the business, the Chairman took on record that all efforts
feasible under the present circumstances had indeed been made by the Company
to enable Members to participate and vote on the items being considered in this
Meeting.
6. The Chairman then proceeded with the Agenda enlisted in the Notice. The item of
agenda transacted at the Meeting was as follows:-
7. The Chairman then requested the members to pose questions, if any. Some of the
shareholders who had registered themselves as speaker for Meeting, were
provided with the opportunity to speak. As requested one Shareholder who had
registered himself to express his views or ask questions during the Meeting was
invited. He had some suggestions related to ease of attending the Meeting, which
were taken note of.
8. The Chairman then again requested the Members, to cast their vote through e
voting platform. He then informed that the result of the venue voting aggregated
with the result of remote e-voting would be placed on the website of the Company,
Stock Exchanges, i.e. BSE and National Stock Exchange of India Ltd, Central
Depository Services (India) Ltd. being the E-voting Service Provider, and would be
displayed on the Notice Board of the Company at its Registered Office, as per
provisions of the Companies Act and SEBI Regulations.
9. The Chairman then thanked the Members and declared the Meeting as concluded.
The time of conclusion of the Meeting was 11:43 a.m.
**********************************
2
PTe India
Date: - 24th February, 2022
To.
Listing Deptt.
National Stock Exchange of India Limited
Exchange Plaza, C-l, Block G,
Bandra - Kurla Complex, Bandra (E), Mumbai -51
Fax-022-265982371 38 - 022-26598347/48
Dear Sir,
(i) Ms. Sangeeta Kaushik, Chief General Manager (Business Development) of NTPC, has been
appointed as Nominee Director of NTPC (DIN - 09157948) on the Board ofPTC India Ltd
w.e.f. 18-02-2022 which have been approved by the Board via circular resolution on 24-02-
2022.
(ii) Ms. Sangeeta Kaushik (DIN - 09157948) is Chief General Manager (Business
Development) of NTPC Limited (NTPC). She has over 35 years of rich experience in power
sector. She is qualified Electrical Engineering and an MBA from MDI Gurugram. She has
worked in NTPC in various functions including Engineering, Corporate planning and
headed the technical service division at India's Largest Power Plant. Currently she is
heading the BD Group of NTPC.
(iii) She has no relationship with any of the Directors of PTC and is not debarred from holding
the office of Director by virtue of any order of Securities and Exchange Board of India
(SEBI) or any other such authority.
Thanking You,
Dear Sir/Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended, we hereby submit schedule of analyst/institutional investors meeting that the Company would be
participating:
w | /[4
sJ@t
rA-,
BUTTERFLY GANDHIMATHI APPLIANCES LIMITED
24February 2022
Dear Sir,
We wish to inform you that as per the provisions of the SEBI (Prohibition of Insider
Trading) Regulations,2015 and Company's code for Prevention of Insider Trading in
line with our earlier intimation dated February, '1,8 2022 the trading window for
dealing in the equity shares by directors/designated persons/connected person of the
Company willbe resumed from February 25,2022.
Thanking you,
Yours faithfully,
For Butterfly Gandhimathi Appliances Limited
(Stn.*t'e-
Y
Priya Varshinee V M
Deputy Company Secretary cum
Compliance Officer"
Pursuant to the provision of Regulation 30 and other applicable provisions, if any, of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, please note that the
representatives of DCB Bank Limited participated in, ‘Chasing Growth 2022 Investor
Conference’ through audio/ video conference call on February 24, 2022 organised by Kotak
Securities Limited. The information which is already in public domain was only discussed/
shared during the meeting.
Yours faithfully,
For DCB Bank Limited
Digitally signed by
RUBI RUBI CHATURVEDI
CHATURVEDI Date: 2022.02.24
16:57:45 +05'30'
Rubi Chaturvedi
Company Secretary &
Compliance Officer
Dear Sir,
Sub : Intimation of Analysts / Institutional Investors Conference Call
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time, please be informed that an interaction with Analysts /
Institutional Investors is scheduled as under:
Note: Dates are subject to change. Changes may happen due to exigencies on the part of Analysts /
Institutional Investors / Company.
Thanking You,
Yours Faithfully,
For SUDARSHAN CHEMICAL INDUSTRIES LIMITED
MANDAR VELANKAR
DGM – LEGAL & COMPANY SECRETARY
Re: Detailed Public Statement to the Public Shareholders of Butterfly Gandhimathi Appliances
Limited (“Target Company”) with respect to the proposed open offer (“Offer” / “Open Offer”)
for acquisition of up to 46,48,684 fully paid-up equity shares of face value of INR 10 (Indian
Rupees Ten only) each representing 26.00% of the Voting Share Capital from the Public
Shareholders of the Target Company
Dear Sirs,
With respect to the captioned subject, an Open Offer is being made for acquisition of up to 46,48,684
fully paid-up equity shares of face value of INR 10 (Indian Rupees Ten only) each (“Equity Shares”)
representing 26.00% of the Voting Share Capital of Target Company from the Public Shareholders of
the Target Company at a price of Rs. 1,433.90 (Indian Rupees One Thousand Four Hundred and
Thirty Three and Ninety Paise only) by Crompton Greaves Consumer Electricals Limited (“Acquirer”).
In connection to the Open Offer, the public announcement was made by the Acquirer on February 22,
2022 and accordingly, in terms of regulation 13 read along with regulation 14 of the SEBI (SAST)
Regulations, a detailed public statement has been released to appear on February 24, 2022 (“Detailed
Public Statement”) in the following newspapers:
Pursuant to Regulation 13 read along with regulation 14 of the SEBI (SAST) Regulations we, Kotak
Mahindra Capital Company Limited, are hereby submitting a pdf copy of the Detailed Public Statement
that has been released to appear in the newspapers mentioned above on February 24, 2022.
We request you to kindly disseminate the Detailed Public Statement on your website.
All capitalized terms used but not defined here shall have the meanings ascribed to the same in the
Detailed Public Statement.
Yours Sincerely,
Amit Joshi
Encl.: As above
OPEN OFFER FOR ACQUISITION OF UP TO 46,48,684 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF INR 10 (INDIAN RUPEES TEN ONLY) EACH (“EQUITY SHARE”) REPRESENTING 26.00% OF THE VOTING SHARE CAPITAL (AS DEFINED BELOW) OF
BUTTERFLY GANDHIMATHI APPLIANCES LIMITED (“TARGET COMPANY”) AT A PRICE OF INR 1,433.90 (INDIAN RUPEES ONE THOUSAND FOUR HUNDRED AND THIRTY THREE AND NINETY PAISE ONLY) PER EQUITY SHARE FROM THE PUBLIC SHAREHOLDERS
(AS DEFINED BELOW) OF THE TARGET COMPANY BY CROMPTON GREAVES CONSUMER ELECTRICALS LIMITED (“ACQUIRER”) PURSUANT TO AND IN COMPLIANCE WITH THE SEBI (SAST) REGULATIONS (AS DEFINED BELOW) (“OFFER”/“OPEN OFFER”).
This detailed public statement (“DPS”) is being issued by Kotak Mahindra Capital Company Limited, the manager 3.6 As on the date of this DPS, the Voting Share Capital is as follows: Sivagurunathan Industries, and Swaminathan Enterprises Private Limited are part of the promoter/promoter
to the Open Offer (“Manager to the Offer” or “Manager”), for and on behalf of the Acquirer, to the Public Particulars Issued and paid % of Voting group of the Target Company or are related to them. Since the Trademark Acquisition is a part of the SPA
Shareholders pursuant to and in compliance with Regulations 3(1) and 4, and read with Regulations 13(4), 14(3), up Equity Shares Share Capital and is relevant to protect the trademarks of the Target Company, in terms of Regulation 8(7) of the SEBI
15(2) and other applicable regulations of the Securities and Exchange Board of India (Substantial Acquisition of 1,78,79,551 100 (SAST) Regulations, the Acquirer has added INR 30.90 (Indian Rupees Thirty and Ninety Paise only) per
Fully paid-up Equity Shares as on the date of this DPS
Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations”) Equity Share to the price determined under Regulation 8(2) of the SEBI (SAST) Regulations for the
and pursuant to the public announcement dated February 22, 2022 (“PA”) in relation to the Open Offer, which was Partly paid-up Equity Shares as on the date of this DPS Nil Nil purpose of arriving at the Offer Price of INR 1,433.90 (Indian Rupees One Thousand Four Hundred and
filed with the BSE Limited and National Stock Exchange of India Limited (“BSE” and “NSE” respectively or the Outstanding convertible instruments (such as depository Nil Nil Thirty Three and Ninety Paise only) per Offer Share.
“Stock Exchanges”, collectively) and the Securities and Exchange Board of India (“SEBI”) and sent to the Target receipts, fully convertible debentures, warrants, or 5. Additionally, in terms of the SPA, the Underlying Transaction may be consummated either on-market or by
Company on February 22, 2022, in compliance with Regulations 14(1) and 14(2) of the SEBI (SAST) Regulations. employee stock options) way of off-market transfers. In case, the Underlying Transaction is consummated on the floor of the stock-
For the purpose of this DPS, the following terms would have the meaning assigned to them herein below: Voting Share Capital (Total) 1,78,79,551 100 exchange, and any or all of the Sellers continue to hold any Sale Shares after undertaking the transactions
(a) “Public Shareholders” shall mean all the public shareholders of the Target Company who are eligible to 3.7 As on the date of the DPS, there are no: (a) partly paid-up Equity Shares; and/or (b) outstanding convertible envisaged under the SPA (“Slippage Shares”), then such Sellers are required to sell the Slippage Shares
tender their Equity Shares in the Open Offer, excluding the Acquirer, the existing members of the promoter securities which are convertible into Equity Shares (such as depository receipts, fully convertible debentures, within a specified time. However, if the Sellers are unable to sell the Slippage Shares, then in terms of the
and promoter group of the Target Company, and the parties to the SPA (as defined below) including persons warrants, or employee stock options), issued by the Target Company. SPA, subject to applicable law, the Acquirer shall purchase such number of Slippage Shares from the
deemed to be acting in concert with such parties to the SPA. 3.8 The Target Company has not been prohibited by SEBI from dealing in securities pursuant to the terms of any Sellers which are equivalent to the difference between the Offer Shares minus the Equity Shares actually
directions issued under Section 11B of the SEBI Act or under any other regulations made under the SEBI Act. tendered and accepted in the Open Offer (“Open Offer Shortfall”), by way of an off-market sale, at the
(b) “Voting Share Capital” means the total voting equity share capital of the Target Company on a fully diluted
same price as the Sale Shares. It is clarified that the Slippage Shares will be acquired post completion of
basis as of the 10th (tenth) Working Day from the closure of the tendering period of the Open Offer. 3.9 Neither the Target Company nor any of its promoters or directors or key employees have been categorized or the Open Offer.
(c) “Identified Date” means the date falling on the 10th (tenth) Working Day prior to the commencement of the declared: (i) a 'wilful defaulter' by any bank or financial institution or consortium thereof, in accordance with
the guidelines on wilful defaulters issued by the RBI; or (ii) a 'fugitive economic offender' under Section 12 of 6. The Acquirer may consummate the transactions envisaged in the SPA through the stock exchange
Tendering Period, for the purpose of determining the Public Shareholders to whom the letter of offer in
the Fugitive Economic Offenders Act, 2018 (17 of 2018). settlement process in accordance with Regulation 22(2A) of the SEBI (SAST) Regulations. In such a
relation to this Open Offer (“Letter of Offer”) shall be sent.
scenario, if Sale Shares are to be delivered to the Acquirer before requirements specified in Regulation
(d) “Offer Period” has the same meaning as ascribed to it in the SEBI (SAST) Regulations. 3.10 Unaudited limited review financial information as at and for the six-month period ended September 30, 2021 22(2) of the SEBI (SAST) Regulations are satisfied, the Sale Shares will be kept in a share escrow account
(e) “Tendering Period” has the meaning as ascribed to it under the SEBI (SAST) Regulations. and audited financial information for each of the three financial years ended March 31, 2021, March 31, 2020 (“Share Escrow”).The Acquirer will not be entitled to exercise voting rights with respect to the Sale Shares
and March 31, 2019 of the Target Company extracted from the relevant financial statements, are as follows: kept in Share Escrow, as required under the SEBI (SAST) Regulations. The Acquirer will be permitted to
(f) “Working Day” means the working day of SEBI.
(in INR crore except for earnings per share) transfer the Sale Shares to its demat account and exercise voting rights in relation to the Sale Shares after
I. ACQUIRER, SELLERS, TARGET COMPANY AND OFFER
Particulars As on and for As on and for As on and for As on and for compliance with requirements specified in Regulation 22(2) of SEBI (SAST) Regulations.
1. Information about the Acquirer the six- month the financial the financial the financial 7. Simultaneously with the execution of the SPA, Sellers 1 to 5 along with certain Other Promoters, namely
1.1 Crompton Greaves Consumer Electricals Limited is a public company limited by shares. It was incorporated period ended year ended year ended year ended Mrs V.M.B. Unnamalai, Mrs V.M.K. Mangalam, Mrs V.M.G. Sivakami, Mrs V.M.L. Shenbaga Lakshmi, and
on February 25, 2015 under the provisions of the Companies Act, 2013 (Company Identification Number September 30, March 31, March 31, March 31, Mr V.M.L. Karthikeyan (collectively “NDU Parties”) have executed a non-disposal undertaking in relation to
(“CIN”): L31900MH2015PLC262254). Its registered office is situated at Tower 3, 1st Floor, East Wing, Equinox 2021 (1)
2021 (2)
2020 (2)
2019(2) 13,91,035 Equity Shares (other than the Sale Shares), representing 7.78% of the Voting Share Capital
Business Park, LBS Marg, Kurla (West), Mumbai- 400070. There has been no change in the name of (Unaudited) (Audited) (Audited) (Audited) (“Restricted Shares”), held by them in favour of the Acquirer (“NDU”). Pursuant to the NDU, the NDU
Acquirer since its incorporation. Parties have agreed not to dispose of such Equity Shares in the Target Company from its execution until a
Total Revenue(3) 548.28 871.22 680.15 654.03
1.2 The Acquirer is primarily engaged in the business of electrical consumer durables and lighting products. The period of 18 (eighteen) months from the Closing Date (as defined in the SPA).
Acquirer manufactures and markets a wide spectrum of consumer products, ranging from fans, lamps and Net Income 26.42 36.16 3.98 9.57
8. As a consequence of undertaking the Underlying Transaction for purpose of substantial acquisition of
luminaries to pumps and household appliances such as water heaters, coolers, mixer grinders and irons. EPS (Basic) 14.78(5) 20.22 1.83(4) 5.15(4)
shares, voting rights and control over the Target Company by the Acquirer, this Open Offer is a mandatory
1.3 As on the date of the DPS, the issued and paid-up share capital of the Acquirer is INR 125,61,98,474 (Indian EPS (Diluted) 14.78(5) 20.22 1.83(4) 5.15(4) offer being made by the Acquirer in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations.
Rupees One Hundred Twenty Five Crore Sixty One Lakh Ninety Eight Thousand Four Hundred and Seventy Net worth/shareholders’ funds 250.14 223.99 192.68 189.42 Further, pursuant to the consummation of the Underlying Transaction (contemplated under the SPA) and
Four only) comprising of 62,80,99,237 equity shares of INR 2 (Indian Rupees Two only) each. The equity Notes: subject to compliance with the SEBI (SAST) Regulations, the Acquirer will acquire sole control over the
shares of the Acquirer (ISIN: INE299U01018) are listed on BSE and NSE. The non-convertible debentures of (1) The financial information for the six-month period ended September 30, 2021 has been extracted from Target Company and shall become a promoter of the Target Company in accordance with the provisions of
the Acquirer (ISIN: INE299U07056) are listed on the NSE. review report of the unaudited financial results for the six-months ended September 30, 2021 submitted the SEBI (LODR) Regulations. The Sellers and Other Promoters intend to be reclassified as public
1.4 The Acquirer does not belong to any group. The names of the promoter and promoter group of the Acquirer to stock exchanges under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) shareholders, subject to receipt of necessary approvals required in terms of the SEBI (LODR) Regulations
as disclosed to the Stock Exchanges under Regulation 31 of the SEBI (Listing Obligations and Disclosure Regulations, 2015. and the conditions prescribed therein.
Requirements) Regulations, 2015, as amended (“SEBI (LODR) Regulations”), as of December 31, 2021 are (2) The financial information set forth above has been extracted from Target Company's audited financial 9. The total consideration for SPA shall be paid in cash by the Acquirer. The Offer Price shall be payable in
Amalfiaco Limited (Promoter), Nirsinia Limited (Promoter Group), MacRitchie Investments Pte. Ltd. (Promoter statements as on and for the financial years ended March 31, 2021, March 31, 2020 and March 31, 2019 cash in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations, and subject to the terms and
Group), AI Cool Midco 1 Limited (Promoter Group), AI Cool Midco 2 Limited (Promoter Group) and Seletar audited by the statutory auditors of the Target Company. conditions set out in this DPS and Letter of Offer.
Investments Pte Limited (Promoter Group). The inter-se agreement dated April 23, 2015 between MacRitchie (3) Total Revenue includes revenue from operations and other income. 10. Salient features of the SPA are set out below:
Investments Pte. Ltd., Amalfiaco Limited and Nirsinia Limited has since been terminated in accordance with
(4) Total comprehensive income for the year / weighted average number of equity shares. 10.1. The obligations of the Acquirer to purchase the Sale Shares is subject to the fulfilment of, inter alia, the
its terms. MacRitchie Investments Pte. Ltd does not have control rights and will not be exercising control over
the Acquirer. The Acquirer had filed an application for re-classification of promoters under Regulation 31A of (5) Not annualized. following conditions (unless waived by the Acquirer):
the SEBI (LODR) Regulations on October 29, 2021 for the removal of 1. Amalfiaco Limited, 2. Nirsinia 4. Details of the Offer (a) The Target Company shall have delivered a Closing Cash and TD Statement (as defined in the SPA)
Limited, 3. AI Cool Midco 1 Limited and 4. AI Cool Midco 2 Limited, from the “promoter/promoter group” 4.1 The Offer is a mandatory offer in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations within the time prescribed under the SPA.
category, and received approval for their reclassification on January 28, 2022. pursuant to the substantial acquisition of shares, voting rights and control over the Target Company by the (b) The Target Company shall have delivered: (a) the Delivered Financial Statements (as defined in the
1.5 No other person is acting in concert with the Acquirer for the purposes of this Open Offer. While persons may Acquirer, as described in Part II of this DPS (Background to the Offer). SPA); and (b) the certain specified letters, required to be delivered before the Trade Execution Date (as
be deemed to be acting in concert with the Acquirer in terms of Regulation 2(1)(q)(2) of the SEBI (SAST) 4.2 This Offer is being made by the Acquirer to the Public Shareholders of the Target Company to acquire up to defined in the SPA).
Regulations (“Deemed PACs”), such Deemed PACs are not acting in concert with the Acquirer for the 46,48,684 Equity Shares (“Offer Shares”) representing 26.00% of the Voting Share Capital (“Offer Size”), at (c) The Sellers shall have caused each of Butterfly Toys and Games Limited, Butterfly Electricals and
purposes of this Open Offer, within the meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations. an offer price of INR 1,433.90 (Indian Rupees One Thousand Four Hundred and Thirty Three and Ninety Electronics Private Limited, Mr. V.M.L Karthikeyan and others trading as Sivagurunathan Industries, to
1.6 As on the date of this DPS, the Acquirer, its directors, and its key employees do not hold any ownership/ Paise only) per Equity Share (“Offer Price”) aggregating to a total consideration of up to INR file cancellation applications with respect to identified intellectual property set out in the SPA, within 10
interest/relationship/Equity Shares/voting rights in the Target Company, except as detailed in Part II 666,57,47,987.60 (Indian Rupees Six Hundred and Sixty Six Crore Fifty Seven Lakh Forty Seven Thousand Business Days (as defined in the SPA) from the execution date of the SPA.
(Background to the Open Offer) of this DPS. Further, none of the directors of the Acquirer are on the board of Nine Hundred and Eighty Seven and Sixty Paise only) (“Maximum Consideration”), subject to the terms and (d) The Sellers shall have arranged for physical inspection by the Acquirer and its advisors of title
directors of the Target Company. conditions mentioned herein. The Offer Price will be payable in cash by the Acquirer, in accordance with the documents relating to Owned Properties (as defined in the SPA) available with SBI Capital Trustee Limited.
1.7 The Acquirer has not been prohibited by SEBI from dealing in securities pursuant to the terms of any provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations. If the number of Equity Shares validly (e) Identified Sellers shall have transferred a prescribed amount into the transaction escrow account, within
directions issued under Section 11B of the Securities and Exchange Board of India Act, 1992, as amended tendered by the Public Shareholders under this Offer is more than the Offer Size, the Acquirer shall accept the timelines agreed in writing between the Acquirer and the Sellers.
(“SEBI Act”) or under any other regulations made under the SEBI Act. the Equity Shares received from the Public Shareholders on a proportionate basis in consultation with the (f) The Target Company shall procure, and the Sellers shall ensure that the Target Company procures prior
Manager. written consent from the certain identified counterparties for the transaction.
1.8 Neither the Acquirer nor any of its directors or key employees have been categorized or declared: (i) a 'wilful
defaulter' by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful 4.3 As on the date of the DPS, to the best of the knowledge of the Acquirer, there are no statutory or other 10.2. The obligations of the Sellers to sell the Sale Shares is subject to the fulfilment of, inter alia, the following
defaulters issued by the RBI; or (ii) a 'fugitive economic offender' under Section 12 of the Fugitive Economic approval(s) required to acquire the Offer Shares that are validly tendered pursuant to this Offer and/or to conditions (unless waived by the Seller):
Offenders Act, 2018 (17 of 2018). complete the Underlying Transaction (as defined below), except as set out in Part VI (Statutory and Other (a) The Acquirer having deposited in cash an amount equal to the Maximum Consideration in the Escrow Account.
Approvals) of this DPS. However, if any statutory or other approval(s) becomes applicable prior to the (b) The Acquirer having sufficient funds on the Trade Execution Date (as defined in the SPA) to pay the
1.9 Consolidated unaudited limited review financial information as at and for the six-month period ended completion of the Offer, the Offer would also be subject to such statutory or other approval(s) being obtained
September 30, 2021 and consolidated audited financial information for each of the three financial years Purchase Consideration to the Sellers on the Trade Execution Date (as defined in the SPA).
and the Acquirer shall make necessary applications for such approvals.
ended March 31, 2021, March 31, 2020 and March 31, 2019 of the Acquirer extracted from the relevant 10.3. The Purchase Consideration is subject to certain adjustments as specified under the SPA, pursuant to
financial statements, are as follows: 4.4 All Public Shareholders, including non-resident holders of Equity Shares, must obtain all requisite approvals which an agreed portion of funds will be deposited in a transaction escrow account as a condition
required, if any, to tender the Offer Shares (including without limitation, the approval from RBI) and submit precedent to closing of the Underlying Transaction. Such amounts will be released upon joint instructions of
(in INR crore except for earnings per share) such approvals, along with the other documents required to accept this Offer. In the event such approvals are
Particulars As on and for As on and for As on and for As on and for the Acquirer and identified Sellers.
not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in this Offer. Further, if
the six- month the financial the financial the financial the holders of the Equity Shares who are not persons resident in India had required any approvals (including 10.4. Out of the Sale Shares, Seller 7 has the flexibility to sell the Liquidity Shares 1. For further details, please
period ended year ended year ended year ended from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required refer to paragraph 3 of Part II (Background to the Open Offer) of this DPS. The Lead Promoter Group
September 30, March 31, March 31, March 31, to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the (defined below), are entitled to transfer, encumber or dispose of an additional 3,57,483 Equity Shares
2021 (1)
2021 (2)
2020 (2)
2019(2) Offer Shares, along with the other documents required to be tendered to accept this Offer. In the event such (“Liquidity Shares 2”) (other than the Sale Shares and Restricted Shares) representing up to 2.00% of the
(Unaudited) (Audited) (Audited) (Audited) approvals are not submitted, the Acquirer reserves the right to reject such Offer Shares. Where statutory or Voting Share Capital before or after the Trade Execution Date (as defined in the SPA) whether by way of an
other approval(s) extends to some but not all of the Public Shareholders, the Acquirer shall have the option to on-market transaction or otherwise.
Total Revenue(3) 2,472.06 4,879.26 4,579.31 4,526.92
make payment to such Public Shareholders in respect of whom no statutory or other approval(s) are required 10.5. The Target Company and Sellers are subject to customary standstill covenants. The SPA contains inter alia
Net Income 253.57 616.65 496.39 401.39 in order to complete this Open Offer. provisions in relation to certain representations, warranties and indemnities provided by the Sellers to the
EPS (Basic) 4.04(4) 9.83 7.92 6.40 4.5 To the best of the knowledge of the Acquirer, there are no statutory or other approvals required to acquire the Acquirer.
EPS (Diluted) 4.00(4) 9.75 7.85 6.36 Offer Shares that are validly tendered pursuant to this Open Offer. If, however, any statutory or other approval 10.6. The Sellers have agreed to certain non-compete and non-solicit obligations set out in the SPA. It is clarified
Net worth/ shareholders’ funds 2,057.91 1,931.43 1,468.34 1,097.34 becomes applicable prior to the completion of this Offer, this Offer would also be subject to such statutory or that no separate consideration is payable for undertaking such obligations by the Sellers.
Notes: other approval(s). In terms of Regulation 23 of the SEBI (SAST) Regulations, in the event such approvals are 10.7. The Sellers have agreed to a non-disposal obligation in relation to (a) any or all Equity Shares held by the
finally refused, the Acquirer shall have the right to withdraw this Offer. In the event of such a withdrawal of the Sellers or certain identified persons including Sellers 1 to 5 and their relatives as specified in the SPA
(1) The financial information for the six-month period ended September 30, 2021 has been extracted from
Open Offer, the Acquirer (through the Manager) shall, within 2 (two) Working Days of such withdrawal, make (“Lead Promoter Group”) until the Closing Date (as defined in the SPA), and (b) the Equity Shares held by
review report of the unaudited consolidated financial results for the six-months ended September 30,
an announcement of such withdrawal stating the grounds and reasons for the withdrawal in accordance with the Sellers or their Lead Promoter Group immediately following the Closing Date (as defined in the SPA)
2021 submitted to stock exchanges under Regulation 33 of SEBI (LODR) Regulations.
Regulation 23(2) of the SEBI (SAST) Regulations. until completion of 18 months from the Closing Date (as defined in the SPA). This obligation does not apply
(2) The financial information set forth above has been extracted from Acquirer's consolidated audited to (a) Liquidity Shares 2; (b) Liquidity Shares 1 until the Closing Date (as defined in the SPA), and (c)
4.6 Paragraphs 10.1 and 10.2 of Part II (Background to the Open Offer) of this DPS sets out the details of the
financial statements as on and for the financial years ended March 31, 2021, March 31, 2020 and March Slippage Shares. Further, the Lead Promoter Group are restricted from acquiring any Equity Shares until
conditions precedent stipulated in the SPA, which, if not met for reasons outside the reasonable control of the
31, 2019 audited by the statutory auditors of the Acquirer. completion of 18 months from the Closing Date (as defined in the SPA).
Acquirer, may lead to the Underlying Transaction being withdrawn in accordance with Regulation 23 of the
(3) Total Revenue includes revenue from operations and other income SEBI (SAST) Regulations. In the event that any of the conditions precedent stipulated in the SPA are not met 10.8. The transactions contemplated under the SPA may be consummated either on-market or by way of off-
(4) Not annualized. for reasons outside the reasonable control of the Acquirer, then the SPA may be terminated, and this Open market transfers. If it is consummated on the floor of the stock-exchange, the number of Sale Shares
2. Details of the Sellers Offer may be withdrawn, subject to applicable law. actually sold by the Sellers may be less than the total number of Sale Shares (“Sell Bid Slippage”) and/or
2.1 The details of the sellers under the SPA (as defined below) (collectively, “Sellers”) have been set out 4.7 The Offer is not conditional on any minimum level of acceptance by the Public Shareholders in terms of actually purchased by the Acquirer may be less than the total number of Sale Shares (“Buy Bid Slippage”).
hereunder: Regulation 19 of the SEBI (SAST) Regulations. In such a scenario, the number of Sale Shares shall be adjusted accordingly. It is clarified that the Sellers
4.8 The Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. and Acquirer are not liable to each other for any Sell Bid Slippage or Buy Bid Slippage.
Name of Seller(1) Nature of Residential address/ Part of Shares/voting
Entity/ Registered office address Promoter rights held in 4.9 The Offer Shares will be acquired by the Acquirer as fully paid-up, free from all liens, charges and 10.9. In case, any or all of the Sellers continue to hold any Sale Shares due to the Sell Bid Slippage (“Slippage
Individual Group of Target Company encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights Shares”), then such Sellers are required to sell the Slippage Shares within a specified time. However, if the
Target before entering offer declared thereof, and the tendering Public Shareholders shall have obtained all necessary consents for Sellers are unable to sell the Slippage Shares, then in terms of the SPA, subject to applicable law, the
Company into the SPA it to sell the Equity Shares on the foregoing basis. Acquirer shall purchase such number of Slippage Shares from the Sellers which are equivalent to the
with Acquirer (2) difference between the Offer Shares minus the Equity Shares actually tendered and accepted in the Open
4.10 In terms of Regulation 25(2) of the SEBI (SAST) Regulations, subsequent to the completion of the Offer, the Offer (“Open Offer Shortfall”), by way of an off-market sale, at the same price as the Sale Shares. It is
V.M. Individual No. 9, Malavia Avenue, Yes 6,98,530 Acquirer reserves the right to streamline/restructure the operations, assets, liabilities and/or businesses of the clarified that the Slippage Shares will be acquired post completion of the Open Offer.
Lakshminarayanan 3rd Street, Sivakamipuram, (3.91%) Target Company through arrangement/ reconstruction, restructuring, merger (including merger with itself),
(“Seller 1”) Thiruvanmiyur, Chennai - 600041 demerger and/or sale of assets or business or undertakings, at a later date. The Acquirer may also consider 10.10. The Sellers along with the Other Promoters shall submit an application to the Target Company to be
disposal of or otherwise encumbering any assets of the Target Company through sale, lease, reconstruction, reclassified as public shareholders on the later of, (a) the Closing Date (as defined in the SPA), and
V.M. Individual No. 9, Malavia Avenue, Yes 7,83,529
restructuring and/or re-negotiation or termination of existing contractual/operating arrangements, for (b) within 2 days of completion of sale of Slippage Shares, resulting in the promoter shareholding falling
Balasubramaniam 3rd Street, Sivakamipuram, (4.38%)
restructuring and/or rationalising the assets, liabilities of the Target Company whether within or outside the below 10% of the Voting Share Capital.
(“Seller 2”) Thiruvanmiyur, Chennai - 600041
ordinary course of business, to improve operational efficiencies and for other commercial reasons. The board 10.11. On the Closing Date, following actions, inter alia, shall be undertaken:
V.M. Seshadri Individual No. 9, Malavia Avenue, Yes 9,78,344
(“Seller 3”) 3rd Street, Sivakamipuram, (5.47%) of directors of the Target Company will take decisions on these matters in due course, in accordance with the (a) The Sellers shall ensure that the Sellers and employees/directors of the Target Company forming part
Thiruvanmiyur, Chennai - 600041 requirements of the business of the Target Company and in accordance with and as permitted by applicable of the Lead Promoter Group deliver resignation letters with effect from the Closing Date (as defined in
law and subject to any approvals or consent as may be required. the SPA).
V.M. Individual No. 9, Malavia Avenue, Yes 7,75,229
Gangadharam 3rd Street, Sivakamipuram, (4.34%) 4.11 Pursuant to completion of this Open Offer, if the shareholding of the public shareholders in the Target (b) The Sellers shall cause (a) LLM Appliances Private Limited (Seller 7), (b) Sivagurunathan Industries,
(“Seller 4”) Thiruvanmiyur, Chennai - 600041 Company falls below the minimum public shareholding requirement as per Rule 19A of the Securities and (c) Swaminathan Enterprises Private Limited to duly execute the intellectual property assignment
Contracts (Regulation) Rules, 1957 (“SCRR”) read with the SEBI (LODR) Regulations, the Acquirer will agreements.
V.M. Individual No. 9, Malavia Avenue, Yes 7,82,422 ensure that the Target Company satisfies the minimum public shareholding set out in Rule 19A of the SCRR (c) The Purchaser shall execute and deliver duly signed and stamped intellectual property assignment
Kumaresan 3rd Street, Sivakamipuram, (4.38%) in compliance with applicable laws, within the prescribed time, and in a manner acceptable to the Acquirer. agreements.
(“Seller 5”) Thiruvanmiyur, Chennai - 600041
4.12 The Manager does not hold any Equity Shares in the Target Company as on the date of this DPS. The (d) The Target Company shall convene a meeting of its board of directors to: (i) take on record of the
V.M. Chettiar & LLP E-34, Rajiv Gandhi Salai, Yes 35,07,100 Manager shall not deal, on their own account, in the Equity Shares of the Target Company during the Offer transfer of Equity Shares from the Sellers to the Acquirer, and the Acquirer’s status as the promoter of
Sons India LLP(3) 2nd Floor, Egattur Village, (19.62%) Period. the Target Company; (ii) approve appointment of directors nominated by the Acquirer; (iii) take on
(“Seller 6”) Navalur, Chengalpattu - 600130 record the resignation of the Sellers’ nominee directors; (iv) take on record the revocation of existing
II. BACKGROUND TO THE OFFER
LLM Appliances Private E-34, Rajiv Gandhi Salai, Yes 30,46,565 banking authorisations for operation of Target Company’s bank accounts and issuance of new banking
Private Limited Company 2nd Floor, Egattur Village, (17.04%) 1. The Offer is being made by the Acquirer to the Public Shareholders of the Target Company in accordance
authorisations; and (v) approve issuance of a notice to hold an extra-ordinary general meeting of the
(“Seller 7”)(4)
Navalur, Chengalpattu - 600130 with Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations.
shareholders of the Target Company, or propose a resolution to be passed by postal ballot (or other
Total 1,05,71,719 2. The Acquirer has entered into a share purchase agreement dated February 22, 2022 with the Sellers and the e-voting facilities which may be available under applicable laws) to approve the appointment of
(59.13%) Target Company (“SPA”) to acquire up to 98,33,754 Equity Shares, representing up to 55.00% of the Voting directors nominated by the Acquirer, in accordance with the timelines required under applicable laws.
Share Capital from the Sellers (“Sale Shares”), at a price of Rs 1,403.00 (Indian Rupees One Thousand Four
Notes: 10.12. The SPA may be terminated:
Hundred and Three only) per Equity Share from the Sellers, aggregating up to INR 1379,67,56,862 (Indian
(1) The Sellers do not belong to any group. Rupees One Thousand Three Hundred Seventy Nine Crore Sixty Seven Lakh Fifty Six Thousand Eight (a) prior to the Trade Execution Date (as defined in the SPA) pursuant to mutual written consent of the parties;
(2) Equity Shares held as on December 31, 2021 and percentage calculated basis the Voting Share Hundred and Sixty Two only) (“Purchase Consideration”) subject to the terms and conditions set out in the (b) at the sole option of the Acquirer:
Capital. SPA, including certain price adjustments, and fulfilment of customary closing conditions (“Underlying (i) upon non-fulfilment of Sellers' conditions precedent in terms of the SPA;
(3) V.M. Chettiar & Sons India LLP was previously a private limited company and was known as Transaction”). The details of the Sale Shares being sold under the SPA are set out below: (ii) a competent court having issued an injunction restricting consummation of the Underlying
V.M. Chettiar & Sons Private Limited. It received registration as a limited liability partnership upon such Seller Number of Sale Shares Percentage of Voting Share Capital Transaction during the period between the execution date of the SPA and Closing Date (as defined
conversion on March 29, 2016. V.M. Lakshminarayanan 6,91,776 3.87% in the SPA), which has not been vacated prior to the Long Stop Date (as defined in the SPA); or
(4) LLM Appliances Private Limited was originally incorporated as LLM Appliances Limited on August 2, (iii) upon a material breach of the Target Company's standstill obligations, which is not cured by the Sellers
V.M. Balasubramaniam 6,91,776 3.87%
1994. Its name was thereafter changed to LLM Appliances Private Limited with effect from February 17, within 7 Business Days (as defined in the SPA) of receipt of a notice in this regard from the Acquirer;
V.M. Seshadri 6,91,776 3.87% (iv) a breach of Fundamental Warranties (as defined in the SPA) made by the Sellers on the execution
2016.
V.M. Gangadharam 6,91,776 3.87% date of the SPA or Trade Execution Date (as defined in the SPA);
2.2 None of the Sellers have been prohibited by the SEBI from dealing in securities pursuant to the terms of any
directions issued under Section 11B of the SEBI Act as amended or under any other regulations made under V.M. Kumaresan 6,91,776 3.87% (c) at the sole option of the Sellers, upon non-fulfillment of the Acquirer's conditions precedent in terms of
the SEBI Act. V.M. Chettiar& Sons India LLP 35,07,100 19.62% the SPA.
2.3 The Sellers along with other existing members of the promoter and promoter group of the Target Company LLM Appliances Private Limited 28,67,774 16.04% 11. The prime objective of the Acquirer for undertaking the Underlying Transaction and the Open Offer is to
(“Other Promoters”) intend to be reclassified as public shareholders of the Target Company, subject to Total 98,33,754 55.00% have substantial holding of Equity Shares and voting rights, accompanied by acquisition of control of the
receipt of necessary approvals required in terms of the SEBI (LODR) Regulations and the conditions Target Company. With the complementary product portfolio and strong capabilities in manufacturing and
3. It is clarified that out of the Sale Shares, LLM Appliances Private Limited (i.e., Seller 7) has the flexibility to R&D of the Target Company, and consequent scale synergies, the Acquirer plans to strengthen its current
prescribed therein. sell up to 1,78,796 Equity Shares, representing up to 1.00% of the Voting Share Capital (“Liquidity Shares presence in kitchen appliances segment, expand its foothold across geographies with a diversified product
3. Details of the Target Company 1”), on-market, between the execution date of the SPA and the date immediately preceding the Trade portfolio and achieve a leadership position in the kitchen and small domestic appliances segment.
3.1 The Target Company is a public limited company incorporated under the provisions of the Companies Act, Execution Date (as defined in the SPA). In case, Seller 7 does not sell or partly sells the Liquidity Shares 1,
1956 on February 24, 1986. The Target Company was incorporated under the name of Gandhimathi within the prescribed time, then Seller 7 shall be required to sell the balance Liquidity Shares 1 to the III. SHAREHOLDING AND ACQUISITION DETAILS
Appliances Limited on February 24, 1986, which was subsequently changed to its current name Butterfly Acquirer at the same price as the Sale Shares. In case Seller 7 sells all the Liquidity Shares 1, within the 1. The current and proposed shareholding of the Acquirer in the Target Company and the details of its
Gandhimathi Appliances Limited on October 25, 2011. There has been no change in the name of the Target prescribed time, then the Acquirer would acquire an aggregate of 96,54,958 Equity Shares representing acquisition are as follows:
Company in the last three years. 54.00% of the Voting Share Capital from the Sellers. Details Acquirer
3.2 The registered office of the Target Company is at 143, Pudupakkam Village, Vandalur-Kelambakkam Road, 4. Further, in terms of the SPA, the Acquirer will also acquire: (a) certain prior trademarks, and (b) certain Number of Equity % of the Voting
Kelambakkam, Chengalpattu, Tamil Nadu, 603103. The CIN of the Target Company is L28931TN1986PLC012728. trademarks in allied and cognate classes, vis-à-vis the trademarks held by the Target Company from: (a) LLM Shares/voting rights Share Capital
3.3 The Target Company is engaged in manufacturing, marketing and distribution of kitchen and small domestic Appliances Private Limited (i.e., Seller 7), for a consideration for INR 17,00,00,000 (Indian Rupees
Shareholding as on the PA date Nil Nil
appliances. Seventeen Crore only); (b) Sivagurunathan Industries (through its partners Mr V.M.G. Viswanathan, Mr V.M.L.
Senthilnathan) for a consideration of INR 4,64,00,000 (Indian Rupees Four Crore and Sixty Four Lakh only), Shares acquired between the PA date and the DPS date Nil Nil
3.4 The Equity Shares are listed on BSE (Scrip code: 517421) and NSE (Symbol: BUTTERFLY). The ISIN of the and (c) Swaminathan Enterprises Private Limited, for a consideration of INR 8,74,00,000 (Indian Rupees Post Offer shareholding as of 10th Working Day after the
Equity Shares is INE295F01017. Eight Crore and Seventy Four Lakh only); aggregating to a total consideration of INR 30,38,00,000 (Indian closure of the Open Offer (assuming the entire 26.00% is 1,44,82,438(1) 81.00%(1)
3.5 The Equity Shares of the Target Company are frequently traded on both NSE and BSE within the meaning of Rupees Thirty Crore and Thirty Eight Lakh only) (“Trademark Acquisition”). Seller 7, partners of tendered in the Open Offer)
the explanation provided in Regulation 2(1)(j) of the SEBI (SAST) Regulations.
1 continued on next page...
...continued from previous page.
Note: Mittal Court, Nariman Point, Mumbai, the (“Escrow Agent”) (“Escrow Agreement”), and the Acquirer has 2. Persons who have acquired Equity Shares but whose names do not appear in the register of members of the
(1) Computed assuming full acceptance in the Open Offer and acquisition of all the Sale Shares, i.e. created an escrow account named “CGCEL- Open Offer Escrow A/c” (“Escrow Account”) with the Escrow Agent. Target Company on the Identified Date i.e. the date falling on the 10th (tenth) Working Day prior to the
98,33,754 Equity Shares, representing 55.00% of the Voting Share Capital from the Sellers. However, it is 3. By way of security for performance by the Acquirer of their obligations under the SEBI (SAST) Regulations, it has commencement of the Tendering Period, or unregistered owners or those who have acquired Equity Shares
clarified that Seller 7 has the flexibility to sell the Liquidity Shares 1. For further details, please refer to deposited INR 142,50,00,000 (Indian Rupees One Hundred Forty Two Crore and Fifty Two Lakh only) in the after the Identified Date, or those who have not received the LOF, may also participate in this Offer.
paragraph 3 of Part II (Background to the Open Offer) of this DPS. The Acquirer's total proposed Escrow Account till February 21, 2022. The amount deposited in the Escrow Account is in compliance with Accidental omission to send the LOF to any person to whom the Offer is made or the non-receipt or delayed
shareholding after acquisition of Offer Shares (assuming full acceptance) and the Sale Shares, will the requirements of deposit of escrow amount as per Regulation 17 of the SEBI (SAST) Regulations i.e., 25% of receipt of the LOF by any such person will not invalidate the Offer.
depend on the number of Liquidity Shares 1 sold to the Acquirer. In case Seller 7 sells all the Liquidity the first INR 500,00,00,000 (Indian Rupees Five Hundred Crore only) of the Maximum Consideration and 10% of 3. Public Shareholders may also download the LOF from SEBI’s website (www.sebi.gov.in) or obtain a copy of
Shares 1, within the prescribed time, the Acquirer would acquire an aggregate of 96,54,958 Equity Shares the remainder of the Maximum Consideration. The cash deposit has been confirmed by the Escrow Agent. the same from the Registrar to the Offer (detailed at Part IX (Other Information) of this DPS) on providing
representing 54.00% of the Voting Share Capital. Accordingly, the total proposed shareholding of the 4. The Acquirer has authorized the Manager to operate and realize the value of the Escrow Account as per the suitable documentary evidence of holding of the Equity Shares of the Target Company and their folio number,
Acquirer after acquisition of Offer Shares (assuming full acceptance) and the Sale Shares (reduced to the provisions of the SEBI (SAST) Regulations. DP identity-client identity, current address and contact details.
extent of the Liquidity Shares 1) will be 1,43,03,642 Equity Shares representing 80.00% of the Voting 4. The Open Offer will be implemented by the Acquirer through stock exchange mechanism made available by
5. In addition to the above, the Acquirer has also earmarked investments in mutual funds of INR 605,00,00,000
Share Capital. Additionally, please refer to paragraphs 10.8 and 10.9 of Part II (Background to the Open the Stock Exchanges in the form of separate window (“Acquisition Window”) as provided under the SEBI
(Indian Rupees Six Hundred and Five Crore only), exclusively for the firm financing arrangement under
Offer) of this DPS for details relating to Slippage Shares. (SAST) Regulations and SEBI circular CIR/CFD/POLICY/CELL/1/2015 dated April 13, 2015 issued by SEBI
Regulation 25(1) of the SEBI (SAST) Regulations. The Acquirer has confirmed that it has adequate and firm
2. As on date of this DPS, none of the members of the board of directors of the Acquirer hold any Equity Shares financial resources to fulfil the obligations under the Open Offer and has made firm financial arrangements for and as amended via SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and SEBI circular
of the Target Company. implementation of the Open Offer, in terms of Regulation 25(1) of the SEBI (SAST) Regulations. SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021.
IV. OFFER PRICE 6. S.V. Shah & Associates, (FRN: 139517W), having its office at 208, Regent Chambers, 2nd Floor, Jamnalal 5. BSE shall be the designated stock exchange (“Designated Stock Exchange”) for the purpose of tendering
1. The Equity Shares are listed on BSE (Scrip Code: 517421) and NSE (Symbol: BUTTERFLY). The ISIN of Bajaj Road, 208, Nariman Point, Mumbai – 400021, Tel No: 022 4344 0123, (Ms. Sheetal Shah, Partner, Equity Shares in the Open Offer.
Equity Shares is INE295F01017. membership no.: 102140), has vide its certificate dated February 22, 2022, certified that the Acquirer has 6. The Acquirer has appointed Kotak Securities Limited (“Buying Broker”) as their broker for the Open Offer
2. The trading turnover in the Equity Shares, based on the trading volumes on the Stock Exchanges during the adequate and firm financial resources through verifiable means to fulfill their obligations under this Offer. through whom the purchases and settlement of the Offer Shares tendered in the Open Offer shall be made.
twelve calendar months prior to the calendar month of the PA, i.e. from February 1, 2021 to January 31, 2022 7. Based on the above, the Manager is satisfied that firm arrangements have been put in place by the Acquirer The contact details of the Buying Broker are as mentioned below:
(“Relevant Period”), is as given below: to fulfill its obligations in relation to this Open Offer through verifiable means in accordance with the SEBI Kotak Securities Limited
Stock Total traded volumes during Weighted average number of Trading (SAST) Regulations. 27 BKC, C 27, G Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400051
exchange the Relevant Period (“A”) Equity Shares during the turnover % 8. In case of any upward revision in the Offer Price or the size of the Open Offer, the corresponding increase to CIN: U99999MH1994PLC134051
Relevant Period (“B”) (A/B) the escrow amounts as mentioned above shall be made by the Acquirer, in terms of Regulation 17(2) of the Contact Person: Mr. Sanjeev Sharma
BSE 29,98,751 1,78,79,551 16.77% SEBI (SAST) Regulations, prior to effecting such revision. Tel: 1800 209 9191
VI. STATUTORY AND OTHER APPROVALS Email: service.securities@kotak.com
NSE 1,80,56,367 1,78,79,551 100.99%
Website: www.kotaksecurities.com
(Source: www.nseindia.com, www.bseindia.com) 1. As on the date of the DPS, to the best of the knowledge of the Acquirer, there are no statutory approvals
SEBI Registration No:
required to acquire the Offer Shares that are validly tendered pursuant to this Offer and/or to complete the
3. Based on the above, the Equity Shares are frequently traded on both NSE and BSE in terms of Regulation NSE Capital Market: INB230808130; BSE Equity: INB010808153
Underlying Transaction. However, if any statutory or other approval(s) becomes applicable prior to the
2(1)(j) of the SEBI (SAST) Regulations. 7. All Public Shareholders who desire to tender their Equity Shares under the Offer would have to intimate their
completion of the Offer, the Offer would also be subject to such statutory or other approval(s) being obtained
4. The Offer Price of INR 1,433.90 (Indian Rupees One Thousand Four Hundred and Thirty Three and Ninety and the Acquirer shall make necessary applications for such approvals. respective stockbrokers (“Selling Brokers”) within the normal trading hours of the secondary market, during
Paise only) per Equity Share has been determined in terms of Regulation 8(2) read with Regulation 8(7) of the Tendering Period. The Selling Broker can enter orders for dematerialized as well as physical Equity Shares.
2. All Public Shareholders, including non-residents holders of Equity Shares, must obtain all requisite approvals
the SEBI (SAST) Regulations, being the highest of the following parameters: 8. The Acquisition Window will be provided by the Stock Exchanges to facilitate placing of sell orders. Before
required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI) and submit
Sr. Details Price such approvals, along with the other documents required to accept this Offer. In the event such approvals are placing the orders, the concerned Public Shareholder/Selling Broker would be required to transfer the
No. not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in this Offer. Further, if tendered Equity Shares to the special account of the Indian Clearing Corporation Limited and/or the National
(a) The highest negotiated price per Equity Share of the Target Company for any INR 1,403.00 the holders of the Equity Shares who are not persons resident in India had required any approvals (including Securities Clearing Corporation (“Clearing Corporations”), by using the settlement number and the
acquisition under the agreement attracting the obligation to make a public from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required procedure prescribed by the Clearing Corporations.
announcement of an open offer i.e. the price per Equity Share under the SPA to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the 9. In terms of SEBI circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021, a lien shall be
(b) The volume-weighted average price paid or payable per Equity Share for Not applicable Offer Shares, along with the other documents required to be tendered to accept this Offer. In the event such marked against the Equity Shares tendered in the Offer. Upon finalization of the entitlement, only accepted
acquisitions, whether by the Acquirer or by any person acting in concert with approvals are not submitted, the Acquirer reserves the right to reject such Offer Shares. Public Shareholders quantity of Equity Shares will be debited from the demat account of the concerned Public Shareholder.
him, during the fifty-two weeks immediately preceding the date of the PA classified as overseas corporate bodies (“OCB”), if any, may tender the Equity Shares held by them in the 10. In the event the Selling Broker of a shareholder is not registered with any of the Stock Exchanges, then that Public
(c) The highest price paid or payable per Equity Share for any acquisition, whether Not applicable Open Offer pursuant to receipt of approval from the RBI under the Foreign Exchange Management Act, 1999 Shareholder can approach the Buying Broker and tender the shares through the Buying Broker, after submitting
by the Acquirer, during the twenty-six weeks immediately preceding the date of and the rules and regulations made thereunder. Such OCBs shall approach the RBI independently to seek the details as may be required by the Buying Broker in compliance with the applicable SEBI regulations.
the PA approval to tender the Equity Shares held by them in the Open Offer. 11. Shareholders who wish to offer their physical Equity Shares in the Offer are requested to send their original
(d) The volume-weighted average market price per Equity Share for a period of INR 1,242.57 3. Where statutory or other approval(s) extends to some but not all of the Public Shareholders, the Acquirer documents as will be mentioned in the LOF to the Registrar to the Offer so as to reach them no later than the
sixty trading days immediately preceding the date of the PA as traded on the shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other Offer Closing Date. It is advisable to first email scanned copies of the original documents as will be
Stock Exchange where the maximum volume of trading in the Equity Shares of approval(s) are required in order to complete this Open Offer. mentioned in the LOF to the Registrar to the Offer and then send physical copies to the address of the
the Target Company is recorded during such period and such shares being 4. In case of delay in receipt of any statutory or other approval(s) which may be required by the Acquirer, as per Registrar to the Offer as will be provided in the LOF. The process for tendering the Offer Shares by the Public
frequently traded Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that such delay in receipt of the Shareholders holding physical Equity Shares will be separately enumerated in the LOF.
(e) Where the shares are not frequently traded, the price determined by the Not applicable requisite statutory or other approval(s) was not attributable to any willful default, failure or neglect on the part 12. The detailed procedure for tendering the Equity Shares in the Offer will be available in the LOF which
Acquirer and the Manager taking into account valuation parameters including of the Acquirer to diligently pursue such approval(s), grant an extension of time for the purpose of completion is expected to be available on SEBI's website (www.sebi.gov.in).
book value, comparable trading multiples, and such other parameters as are of this Open Offer, subject to such terms and conditions as may be specified by SEBI, including payment of 13. Equity Shares shall not be submitted or tendered to the Manager, the Acquirer and / or the Target Company.
customary for valuation of shares of such companies interest by the Acquirer to the Public Shareholders whose Offer Shares have been accepted in the Offer, at
such rate as may be prescribed by SEBI from time to time, in accordance with Regulations 18(11) and IX. OTHER INFORMATION
(f) The per Equity Share value computed under Regulation 8(5) of the Not applicable (1) 18(11A) of the SEBI (SAST) Regulations. 1. The Acquirer has entered into two separate agreements to acquire 9.12 acres of land from LLM Appliances
SEBI (SAST) Regulations, if applicable Private Limited (i.e., Seller 7) for a consideration of INR 63,00,00,000 (Indian Rupees Sixty Three Crore only)
5. In terms of Regulation 23 of the SEBI (SAST) Regulations, the Acquirer shall have the right to withdraw the
Note: (1) Not applicable since the acquisition is not an indirect acquisition. Open Offer, in the event (a) any statutory or other approvals specified in this Part VI (Statutory and Other and 3.37 acres of land from Mr V. M. Balasubramaniam (i.e., Seller 2) for a consideration of INR
Source: Certificate issued by S.V. Shah & Associates, (FRN: 139517W) dated February 22, 2022. Approvals) or those which become applicable prior to completion of the Open Offer are finally refused and/or 22,00,00,000 (Indian Rupees Twenty Two Crore only), located at 143, Pudupakkam Village, Vandalur –
5. In view of the parameters considered and presented in the table in paragraph 4 above, the minimum offer (b) any of the conditions precedent under the SPA as specified in paragraphs 10.1 and 10.2 of Part II Kelambakkam Road, Chengalpattu, 603103 (“Land Parcels”), respectively. The consideration for each of the
price per Equity Share under Regulation 8(2) of the SEBI (SAST) Regulations is the highest of above (Background to the Open Offer) of this DPS are not met for reasons outside the reasonable control of the Land Parcels has been determined taking into account the valuation report dated February 18, 2022 issued
parameters, i.e. INR 1,403.00 (Indian Rupees One Thousand Four Hundred and Three only) per Equity Share. Acquirer. In the event of such a withdrawal of the Open Offer, the Acquirer (through the Manager) shall, within by K. V. Venugopal, Registered Valuer. The said Land Parcels are located adjacent to the registered office of
6. Since the Trademark Acquisition is a part of the SPA and is relevant to protect the trademarks of the Target 2 (two) Working Days of such withdrawal, make an announcement of such withdrawal stating the grounds for the Target Company.
Company, in terms of Regulation 8(7) of the SEBI (SAST) Regulations, the Acquirer has added INR 30.90 the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations. 2. The Acquirer and its directors, in their capacity as directors, accept responsibility for the information
(Indian Rupees Thirty and Ninety Paise only) per Equity Share to the price determined under Regulation 8(2) VII. TENTATIVE SCHEDULE OF ACTIVITY contained in the PA and this DPS (other than as specified in paragraph 3 below) and also for the obligations
of the SEBI (SAST) Regulations, i.e., INR 1,403.00 (Indian Rupees One Thousand Four Hundred and Three of the Acquirer laid down in the SEBI (SAST) Regulations in respect of this Offer.
Sr.
only) per Equity Share, for the purpose of arriving at the Offer Price of INR 1,433.90 (Indian Rupees One Activity Schedule (Date and Day)(1) 3. The information pertaining to the Target Company contained in the PA or DPS or any other
No.
Thousand Four Hundred and Thirty Three and Ninety Paise only) per Offer Share. advertisement/publications made in connection with the Open Offer has been compiled from information
1. Date of PA Tuesday, February 22, 2022 published or publicly available sources or provided by the Target Company. The information pertaining to the
7. In view of the above, the Offer Price of INR 1,433.90 (Indian Rupees One Thousand Four Hundred and Thirty
Three and Ninety Paise only) per Offer Share is justified in terms of Regulation 8 read with other applicable 2. Date of publication of this DPS Thursday, February 24, 2022 Sellers contained in the PA or DPS or any other advertisement/publications made in connection with the
provisions of the SEBI (SAST) Regulations, and the same has been certified by S.V. Shah & Associates, 3. Last date for filing of the draft letter of offer (“DLOF”) with SEBI Friday, March 4, 2022 Open Offer has been obtained from the Sellers. The Acquirer does not accept any responsibility with respect
(FRN: 139517W). 4. Last date for the public announcement for competing offer(s) Monday, March 21, 2022 to any information provided in the PA or this DPS pertaining to the Target Company or the Sellers.
8. There have been no corporate actions by the Target Company warranting adjustment of any of the relevant 5. Last date for receipt of SEBI observations on the DLOF (in the Monday, March 28, 2022 4. In this DPS, all references to “INR” are references to Indian Rupees.
price parameters under Regulation 8(9) of the SEBI (SAST) Regulations. The Offer Price may be revised in event SEBI has not sought clarifications or additional information 5. Any discrepancy in any table between the total and sums of the amount listed is due to rounding off and/or
the event of any corporate actions like bonus, rights, split etc. where the record date for effecting such from the Manager) regrouping.
corporate actions falls between the date of this DPS up to 3 (three) Working Days prior to the 6. Identified Date(2) Wednesday, March 30, 2022 6. Unless otherwise stated, the information set out in this DPS reflects the position as of the date of this DPS.
commencement of the Tendering Period of the Offer, in accordance with Regulation 8(9) of the SEBI (SAST)
7. Last date by which the letter of offer (“LOF”) is to be dispatched Wednesday, April 6, 2022 7. The PA and this DPS are expected to be available on SEBI’s website (www.sebi.gov.in).
Regulations.
to the Public Shareholders whose names appear on the register
9. An upward revision to the Offer Price or to the Offer Size, if any, on account of competing offers or otherwise, of members on the Identified Date Issued by the Manager
may be undertaken by the Acquirer at any time prior to the commencement of 1 (one) Working Day before Kotak Mahindra Capital Company Limited
8. Last date for upward revision of the Offer Price/Offer Size Monday, April 11, 2022
the commencement of the Tendering Period of this Offer, in accordance with Regulation 18(4) of the SEBI 27 BKC, 1st Floor, Plot No. C-27, ‘G’ Block, Bandra Kurla Complex,
(SAST) Regulations. Further, in the event of any acquisition of the Equity Shares by the Acquirer, during the 9. Last date by which the committee of the independent directors of Monday, April 11, 2022
Bandra (East), Mumbai 400051
Offer Period, whether by subscription or purchase, at a price higher than the Offer Price per Equity Share, the the Target Company is required to give its recommendation to
Tel: +91 22 4336 0128; Fax: +91 22 6713 2447
Offer Price will be revised upwards to be equal to or more than the highest price paid for such acquisition, in the Public Shareholders for this Open Offer
Email: butterfly.openoffer@kotak.com
terms of Regulation 8(8) of the SEBI (SAST) Regulations. However, the Acquirer shall not acquire any Equity 10. Date of publication of Offer opening public announcement in the Tuesday, April 12, 2022 Contact Person: Mr. Ganesh Rane
Shares after the 3rd Working Day prior to the commencement of the Tendering Period of this Open Offer and newspapers in which this DPS has been published SEBI Registration Number: INM000008704
until the expiry of the Tendering Period of this Open Offer. 11. Date of commencement of the Tendering Period (“Offer Opening Wednesday, April 13, 2022
10. As on the date of this DPS, there is no revision in the Offer Price or Offer Size. In the event of a revision in Date”) Registrar to the Offer
the Offer Price or Offer Size, the Acquirer shall: (a) make corresponding increases to the escrow amount in 12. Date of closure of the Tendering Period (“Offer Closing Date”) Thursday, April 28, 2022 KFin Technologies Private Limited
the Escrow Account (defined below); (b) make a public announcement in the same newspapers in which this Friday, May 13, 2022 (Formerly known as “Karvy Fintech Private Limited”)
13. Last date of communicating the rejection/acceptance and
DPS has been published; and (c) simultaneously with the issue of such public announcement, inform SEBI, Selenium, Tower B, Plot No - 31 and 32, Financial District, Nanakramguda,
completion of payment of consideration or refund of Equity
the Stock Exchanges, and the Target Company at its registered office of such revision. Serilingampally, Hyderabad, Rangareddi 500032, Telangana, India.
Shares to the Public Shareholders
11. If the Acquirer acquires Equity Shares of the Target Company during the period of 26 (twenty six) weeks after Monday, May 23, 2022 Tel: +91 40 6716 2222; Fax: +91 40 2343 1551
14. Last date for publication of post-Offer public announcement in
the Tendering Period at a price higher than the Offer Price, then the Acquirer shall pay the difference between E-mail: einward.ris@kfintech.com
the newspapers in which this DPS has been published
the highest acquisition price and the Offer Price, to all the Public Shareholders whose shares have been Website: www.kfintech.com
accepted in the Offer, within 60 (sixty) days from the date of such acquisition. However, no such difference Notes: Contact Person: Mr. M Murali Krishna
shall be paid in the event that such acquisition is made under another open offer under the SEBI (SAST) (1) The above timelines are indicative (prepared on the basis of timelines provided under the SEBI (SAST) SEBI Registration Number: INR000000221
Regulations, 2011, or pursuant to SEBI (Delisting of Equity Shares) Regulations, 2021, or open market Regulations) and may have to be revised accordingly.
purchases made in the ordinary course on the Stock Exchanges, not being negotiated acquisition of shares (2) The Identified Date is only for the purpose of determining the Public Shareholders as on such date to
whom the LOF would be sent. It is clarified that all holders (registered or unregistered) of Equity Shares For and on behalf of the Acquirer
of the Target Company in any form.
(except those who are excluded from the ambit of Public Shareholders) are eligible to participate in the CROMPTON GREAVES CONSUMER ELECTRICALS LIMITED
V. FINANCIAL ARRANGEMENTS Open Offer at any time during the Tendering Period.
1. The Maximum Consideration, i.e. total funding requirement for the Open Offer assuming full acceptance of VIII. PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON-RECEIPT OF LETTER OF OFFER
the Offer, is INR 666,57,47,987.60 (Indian Rupees Six Hundred and Sixty Six Crore Fifty Seven Lakh Forty Sd/
Seven Thousand Nine Hundred and Eighty Seven and Sixty Paise only). 1. All Public Shareholders, whether holding shares in physical form or dematerialized form, registered or
unregistered are eligible to participate in this Offer at any time during the Tendering Period, i.e. the period
2. In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer and the Manager have Place: Mumbai
from the Offer Opening Date till the Offer Closing Date.
entered into an escrow agreement with Kotak Mahindra Bank Limited (acting through its branch office at Date: February 23, 2022
2
Adfactors 472
MIDHANI
To,
Sub: Intimation of Conference Call for Analysts and Investors in terms of Regulation 30 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended (“SEBI LODR”)
Dear Sir/Madam,
1. In reference to our letter dated February 10, 2022, it was informed that, the Board of
Directors of the Company approved the Un-audited Financial Results (Standalone and
Consolidated) of the Company for the quarter and nine months ended on December 31,
2021.
2. Accordingly, attached herewith is a Conference Call invitation for the Analysts and
Investors for “Q3 FY22 Results” scheduled to be held on, Friday, the zsth day of
February 2022 at 1500 hrs (1ST). The above shall be subject to changes, if any.
Thanking you,
Yours faithfully,
For Mishra Dhatu Nig Limited
on
Call Co-ordinator
Mr. Abhijit Mitra: Phone: +91 22 6807 7289, e-mail: abhijit.mitra@icicisecurities.com
To, To,
Bombay Stock Exchange Limited Corporate Relationship Department
P.J. Towers, National Stock Exchange Limited
Dalal Street, Fort, Exchange plaza, Bandra Kurla complex,
Mumbai - 400 001. Bandra (E)
Mumbai 400051
Sub: Intimation titled" VAKRANGEE LAUNCHES PAN CARD SERVICES IN ASSOCIATION WITH PROTEAN
ACROSS ITS PLATFORM (PHYSICAL KENDRA NETWORK & BHARATEAsy DIGITAL MOB ILE APP)."
Dear Sir,
With reference to the abovementioned subject and pursuant to Regulation 30 of sEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith Intimation
titled "VAKRANGEE LAUNCHES PAN CARD SERVICES IN ASSOCIATION WITH PROTEAN ACROSS ITS
PLATFORM (PHYSICAL KENDRA NETWORK & BHARATEASY DIGITAL MOBILE APP)."
Thanking you,
Yours Faithfully,
VAKRANGEE LIMITED
Intimation to Stock Exchange
This partnership will enable Vakrangee to accept PAN card applications in paperless mode
through its 19,230+ Vakrangee Kendras and BharatEasy Super App across the country. These
Nextgen Vakrangee Kendras exclusively offer a comprehensive range of products and services
across banking, insurance, ATM, assisted e-Commerce, e-Governance and logistics. Protean
(formerly NSDL e-Gov) accepts & processes Permanent Account Number (PAN) applications on
behalf of Income Tax Department (ITD), Government of India and is the market leader in the
segment (Source- CRISIL report).
Under this partnership, Vakrangee through its BharatEasy Super App and Nextgen Kendras will
now be able to facilitate their customers in remote areas of the country with paperless PAN
applications. With 80% of Nextgen Vakrangee Kendra outlets in Tier-4 and 6 towns, Vakrangee
will also be able to further expand the coverage of PAN services across the country at remote
locations.
Mr. Suresh Sethi, MD and CEO, Protean eGov Technologies Limited (Formerly NSDL e-
Governance Infrastructure Limited), said, “Over the course of the last 25 years, Protean has
played a pioneering role in laying out the e-governance infrastructure for the nation &
providing citizen centric services at population scale. Access and inclusion lie at the heart of any
e-governance initiative. Towards that we have adopted and established a “Phygital”
(Physical+Digital) model to ensure a truly inclusive service delivery paradigm. Adopting a multi
channel approach, we have created online platforms for self-service, while also establishing a
pan India network of centres to provide assisted services to the digitally excluded. We currently
have a pan-India network of over 1.2 lakh centres, which includes over 36,000 PAN facilitation
centres. We are delighted to partner with Vakrangee to further extend our reach through their
extensive network and make PAN card services more accessible to the citizens of India. It is our
constant endeavour to use the power of our products, platforms, services and networks to
provide impactful digital technology solutions that promote ease of living.”
Commenting on this partnership, Mr. Dinesh Nandwana, Managing Director & Group CEO,
Vakrangee Ltd. said, “We are happy and proud that Protean eGov Technologies Limited
(formerly NSDL e-Governance Infrastructure Limited) chose to partner with us for its PAN card
services. With this partnership, we continue to expand the bouquet of services available at our
exclusive Nextgen Vakrangee Kendras and the BharatEasy Super App. These Nextgen outlets
have evolved into an exclusive digital convenience store model providing access to multi line of
products and services. We further empower our franchisee family to complement their bouquet
of offerings to their customers at Nextgen Vakrangee Kendras.
He added, “Our franchisees in remote areas of the country can now enhance their services by
offering PAN card services too. We will continue to add more products and services and tie-up
with leading business partners to offer our customers a one-stop solution to all their banking,
insurance, ATM, financial services, assisted e-Commerce, e-Governance and logistics. Vakrangee
provides these partners with the unmatched reach in remote areas where these brands find the
cost of operations too high. We are aspiring to be the most trustworthy physical as well as
online convenience store across India, positively moving towards Vakrangee Kendra’s new
brand philosophy of ‘AB Poori Duniya Pados Mein’.”
Vakrangee currently has ~19,230+ Vakrangee Kendras spread across 33 States & UTs, 560+
districts and 5,430+ postal codes. More than 80% of these outlets are in Tier 4 and 6 towns.
Vakrangee's planned target is to reach at least 25,000 Vakrangee Kendras by FY2022 and
further enhance it to reach 75,000 Nextgen outlets by FY2026.
The Company has tied up with reputed partners spread across Banking, ATM, Insurance,
Financial services, e-Commerce, e-Governance and Logistics verticals to offer its customers
best-in-class services and products.
Incorporated in 1990, Vakrangee is the unique technology driven company focused on building
India's largest network of last-mile retail outlets to deliver real-time banking & Financial
Services, ATM, insurance, e-governance, e-commerce and logistics services to the unserved
rural, semi-urban and urban markets. The Assisted Digital Convenience stores are called as
“Vakrangee Kendra” which acts as the “One-stop shop” for availing various services and
Products.
Protean eGov Technologies Ltd. (Protean), is one of the key IT enabled service providers
engaged in conceptualizing, developing and executing nationally critical and population scale
greenfield technology solutions. The company has extensively collaborated with the
government over the last 25 years in creating digital public infrastructure and developing
innovative citizen centric e-governance solutions. The company’s core strength lies in not just
enabling technology, but also providing the necessary interventions for ecosystem creation and
adoption of new technologies and business models.
In these two-and-a-half decades, the company has created strong e-governance interventions
impacting multiple sectors of the Indian economy and touching various aspects of a citizen’s life
- modernizing the direct tax infrastructure, providing a tax identity to citizens and corporates
(issuance of PAN card), strengthening the old-age social security infrastructure (National
Pension System NPS & Atal Pension Yojna APY), promoting financial inclusion by contributing to
the India Stack by enrolling citizens for National Identity and enabling the BFSI sector by
providing Aadhaar-based identity authentication and e-Sign services. Over these years, the
company has implemented and managed 18 projects spread across seven ministries and
autonomous bodies, ushering positive change in delivery of public services.
To create a truly inclusive service delivery mechanism Protean has established a pan India
network of centres to provide assisted services to the digitally excluded. This Phygital model
created by Protean promotes and enables universal access and financial inclusion in the country
without bias.
To To
The Manager BSE Limited
Listing Department Corporate Relationship Department
National Stock Exchange of India Limited 1st Floor, New Trading Ring,
‘Exchange Plaza’, C - 1, Block G, Phiroze Jeejeebhoy Towers
Bandra-Kurla Complex, Dalal Street
Bandra (E), Mumbai 400051. Mumbai 400001
Scrip Code: INDOCO Scrip Code : 532612
Dear Sir,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, we give below schedule of Analyst / Investor Meeting for your information:
Note: The schedule of aforesaid Meetings is subject to change due to exigencies on the part of
Investor/Company
Thanking you,
Yours faithfully,
For Indoco Remedies Limited
Jayshankar Menon
AVP (Legal) &Company Secretary
HfK/IL
Date: February 24, 2022
Dear Sir/Madam,
Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India
(Listing Obligations nnd Uisclosurc H.cquircmcnfa) lkgu latio11s, 2015 - TT pcla le.
·!'hanking you,
Yours Sincerely,
for HIKAL LIMIT.ED
Rajas~ ~ -
Company Secretary & Compliance Officer
Hikal Ltd.
/\dmin, Office: Gieal Ea:; Le1n Ch,rn1bers. 6th r!oor. SecL01 11. CBD s .. I.. µur , N,ivi Murnbai ltOO 611, , lrrdi;i. Tel 101223007 3100 r.ix : 1 91 222757 1i277
Regd. Office: 777. Maker Chamber - 5. Nariman Point. Mumbai - 400 021. India. Tel. : +91 -22-3926 7100. +91 -22-6277 0477. Fa x: +91-22-2283 3913
Dear Sirs,
In compliance with Regulation 30(6) read with Schedule III and other applicable provisions of the
Listing Regulations, we hereby inform you of the schedule of Investor Conference as given hereunder,
that the Company will be participating in virtually:
Thanking you,
For Mahindra Logistics Limited
Ruchie Khanna
Company Secretary
February 24, 2022
To, To,
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block-G,
Dalai Street, Bandra-Kurla Complex, Bandra (East),
Mumbai 400001 Mumbai-400 051.
Scrip Code : 507205 Symbol : TI
Sub: Outcome of the Circular Resolution passed by the Board of Directors of the
Company under Regulation 30 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Consequent upon the above allotment of equity shares, the paid-up equity share
capital of the Company stands increased as follows:
Thanking you,
Yours faithfully,
Dear Sirs,,
Discussions were heldd on the Disccussion Mateerial/Investor Update, whiich is alreadyy available oon the
websites of
o the Stock Exchange(s)
E and
a the websiite of the Com mpany www.iindiabullsreallestate.com .
Thanking you,
Yours trully
for Indiab
bulls Real Esstate Limited
d
kar
Ravi Telk
Company Secretary
CC: Luxembourg
L Stock Excha
ange,
Luxembourg
L
Ind
diabulls Real
R Estatee Limited
CIN: L4510
01HR2006PLC0995409
Corporatte Office: WeWork Vaswani Chambers, 264/265, Dr. Annie Besantt Road, Worli, Muumbai – 400030, Tel.: (022) 618999600
Registerred Office: Plot No. 448‐451, Udyog Vihar, Phase‐V, Gurugram‐1222016, Haryana, TTel: 0124 66811999 Fax: 0124 66811111
Em
mail: helpdesk@iindiabulls.com W www.indiabullsrealestate.com
Website: http://w
Ashoka Buildcon Limited
ASHOK1
,
To To
The Manager The Manager
The Department of Corporate Services The Listing Department
BSE Limited National Stock Exchange of India Limited
Floor 25, P. J. Towers, Exchange Plaza, Bandra Kurla Complex,
Dalal Street, Mumbai —400 001 Bandra (East), Mumbai —400051
In continuation to the announcement dated February 11, 2022, this is to update that Ashoka
Buildcon Limited ("the Company") has received Letter of Acceptance for the Project viz.
'Electrification of Railway Lines of the sections Rangiya (Excl.)- Murkongselek including
branch lines of Rangapara North (Excl.)-Dekargaon, Balipara(Excl.)- Bhalukpong, Harmuty
(Excl.)-Naharlagun, Sripani - Dhamalgaon(Excl) , Furkating Jn.(Excl.) to Mariani in.(Excl.) and
Tinsukia to Dangri Section including branch line of Makum in to Tirap, Northeast Frontier
Railway RKM / TKM - 733.35 /947.59 on EPC mode'; Tender No: EL-CON-NFR-EPC-14-RE-
RT2.' in the State of Assam ("Project").
Yours faithfully,
(Manoj A. Kulkarni)
Company Secretary
FCS-7377
Address: 3, Dattakripa Apt., Kathe Galli, Dwarka, Nasik —422 011
Regd. Office : S.No. 861, Ashoka House, Ashoka Marg, Vadala, Nasik —422 011, Maharashtra, India
Tel. + 91253 6633705 Fax +91 253 2236704 l www.ashokabuildcon.com
CIN L45200MH1993PLC071970
February 24, 2022
Ref: Press Release – Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
We are enclosing herewith the Press Release dated February 24, 2022 titled “To build customer confidence- Thomas Cook
India and SOTC launch ‘Risk-free Holidays’ Campaign - An innovative brand campaign that addresses the uncertainties
related to planning a holiday in the Covid-era”.
Thank you.
Yours faithfully,
Encl: a/a
To build customer confidence Thomas Cook India and SOTC launch
‘Risk-free Holidays’ Campaign
An innovative brand campaign that addresses the uncertainties related to planning a
holiday in the Covid-era
Mumbai, February 24, 2022: To build customer confidence while travelling in the Covid-era, Thomas Cook (India)
Limited - India’s leading omnichannel travel services company and its Group Company, SOTC Travel, have
launched an innovative ‘Risk-free Holidays’ campaign. The brand campaign addresses the concerns of
travellers and clarifies their doubts/ uncertainties associated with travelling again.
Travelling in the Covid-era can be challenging, more so keeping in mind the flux in travel and health guidelines.
With vaccine acceptance and easing of restrictions, there is a strong pent-up desire, with travellers longing to
re-start their international holidays. To make it simple and worry-free for customers, the Companies have
launched a brand campaign that addresses all apprehensions, thereby streamlining their travel decision-making
process.
Currently customer concerns could arise due to multiple reasons - from personal challenges to travel-health
protocols, fear of contracting an infection on holiday, possibility of an unexpected issue/help needed while on
tour, travelling with vaccinated passengers/staff or not, etc. This unique Risk-free Holidays campaign aims to
reassure customers that Thomas Cook & SOTC will take care of the minutest concerns - whether physical,
financial or mental safety, and thus ensure a smooth holiday.
Additionally, to instil confidence, the Companies, are offering complete flexibility of a risk-free holiday with
limited period complimentary re-scheduling and zero cancellation charges. More importantly, Thomas Cook
and SOTC’s “Assured” Safe Travel Program - developed in association with Apollo Clinics, ensures best in
class travel safety protocols covering every distribution, delivery and partner touch point in the travel ecosystem.
“TravShield” an upgraded safety commitment of only vaccinated staff and co-passengers among many other
precautions, ensure traveller safety in the pandemic era.
The film is being promoted across several channels, including Facebook, Instagram, YouTube and leading
OTT channels. Click here to view the brand film:
Thomas Cook
SOTC
Mr. Abraham Alapatt - President & Group Head, Marketing, Service Quality, Value Added Services &
Innovation said, “We have observed strong pent-up travel desire amongst Indians. To support our customers
plan a smooth risk-free holiday, our three-pronged brand campaign is aimed at physical, financial and mental
safety. Through this film we aim to make the holiday planning process worry-free with the flexibility of a limited
period offer of free rescheduling, zero cancellation charges and safety protocols in association with Apollo
Clinics. We are proud to share that over 4 lakh happy customers have travelled with us during the Covid-era
and we are the only travel partner with dedicated on-ground experts to assist in case of
uncertainties/emergencies.”
About Thomas Cook (India) Limited: Set up in 1881, Thomas Cook India) Limited. (TCIL) is the leading omnichannel integrated travel
and travel related financial services company in the country offering a broad spectrum of services that include Foreign Exchange,
Corporate Travel, MICE, Leisure Travel, Value Added Services, Visa and Passport services. It operates leading B2C and B2B brands
including Thomas Cook, SOTC, TCI, SITA, Asian Trails, Allied T Pro, Australian Tours Management, Desert Adventures, Luxe Asia,
Travel Circle International Limited (TCI 勝景遊), Sterling Holiday Resorts Limited, Distant Frontiers, TC Tours, Digiphoto Entertainment
Imaging (DEI), Go Vacation, Private Safaris East & South Africa
As one of the largest travel service provider networks headquartered in the Asia-Pacific region, The Thomas Cook India Group spans
25 countries across 5 continents
TCIL has been felicitated with CNBC-TV18 & ICICI Lombard India Risk Management Award - Travel & Leisure Category 2021, The Best
Travel Agency – India at TTG Travel Awards 2019, The Best Outbound Tour Operator at the Times Travel Awards 2018 & 2019 and
Leading Company with Cutting Edge Travel Innovation at the Times Travel Awards 2018, Silver award for Asia's Best Integrated Report
(First Time) category at the Asia Sustainability Reporting Awards 2019, Best Risk Management-Framework & Systems at the India Risk
Management Awards 2019; Best Cash Management Solution – India at the Asset Triple A Treasury, Trade, Supply Chain & Risk
Management Awards 2018, Best Outbound Tour Operator at the SATTE Awards 2019, Excellence in Domestic Tour Operations at the
SATTE Awards 2018, The French Ambassador’s Award for Exemplary Achievements in Visa Issuance – 2015 to 2019 and the Condé
Nast Traveller – Readers’ Travel Awards from 2011 to 2019.
CRISIL has reaffirmed the rating on debt programmes and bank facilities of Thomas Cook (India) Limited - ‘CRISIL A+/Negative on the
long-term bank facilities of TCIL and CRISIL A1 rating on the short-term bank facilities and short- term debt of the Company.
For more information, please visit www.thomascook.in
Fairbridge Capital (Mauritius) Limited, a subsidiary of Fairfax Financial Holdings Limited promotes TCIL by holding 65.60% of its paid-up
capital and is responsible for the execution of acquisition and investment opportunities.
About Fairfax Financial Holdings Limited: Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is
engaged in property and casualty insurance and reinsurance and investment management. Founded in 1985 by the present Chairman
and Chief Executive Officer, Prem Watsa, the company is headquartered in Toronto, Canada. Its common shares are listed on the Toronto
Stock Exchange under the symbol FFH and in U.S. dollars under the symbol FFH.U.
About SOTC Travel: SOTC Travel Limited is a step-down subsidiary of Fairfax Financial Holdings held through its Indian listed subsidiary,
Thomas Cook (India) Limited (TCIL). SOTC India is a leading omnichannel travel and tourism company active across various travel
segments including Leisure Travel, Incentive Travel and Business Travel. SOTC was established in 1949. Since then, it has escorted
millions of travellers across the globe for more than 70 years to various destinations around the world. A new age innovative holidaymaker,
SOTC strives to make holidays a priority for every Indian. ‘We are for holidays’ and we want Indians to prioritize their holidays.
Media Enquiries:
Suzanne Pereira | +91 98202 97665 | suzanne.pereira@thomascook.in
GATEW Y
D ISTRI PARKS
Subject: Intimation of Schedule of Analyst / Institutional Investor meetings under the SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015
Pursuant to the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015, we would like to inform you that the officials of the Company will be attending
the Investor Conference as per below details.
Date Organised by
This information is submitted to you pursuant to Regulation 30 (6) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.
Kindly note that changes may happen due to exigencies on the part of Host / Company.
Yours faithfully,