LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is being sent to you as a registered Equity Shareholder (as defined hereinafter) of Granules India Limited (the "Company") as on the Record Date (as defined hereinafter) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the "Buyback Regulations"). If you requireany clarifications about the action to be taken, you should consult your stockbroker or your investmentconsultant or the Manager to the Buyback i.e. Motilal Oswal Investment Advisors Limited or the Registrar to the Buyback i.e. KFin Technologies Limited (formerly known as "KFin Technologies Private Limited"). Please refer to the section on "Definitions of Key Terms" for the definition of the capitalized terms used herein.
Granules India Limited
Registered & Corporate Office: Second Floor, Block III, My Home Hub, Madhapur, Cyberabad,
Hyderabad - 500 081, Telangana
Tel. No.: +91 40 69043500 | Facsimile: +91 40-23115145|Website:www.granulesindia.com
Corporate Identification Number (CIN): L24110TG1991PLC012471
Contact Person: Ms. Chaitanya Tummala, Company Secretary and Compliance Officer
E-mail: investorrelations@granulesindia.com
OFFER FOR BUYBACK OF UPTO 62,50,000 (SIXTY TWO LAKHS AND FIFTY THOUSAND ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹1/- EACH ("EQUITY SHARES") OF GRANULES INDIA LIMITED (THE "BUYBACK"), REPRESENTING 2.52% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, AS ON MARCH 31, 2022, FROM ALL THE EQUITY SHAREHOLDERS/ BENEFICIAL OWNERS OF THE FULLY PAID- UP EQUITY SHARES OF THE COMPANY AS ON THE RECORD DATE I.E. AUGUST 23, 2022 ("RECORD DATE"), ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" ROUTE USING THE STOCK EXCHANGE MECHANISM, AT A PRICE OF ₹ 400/- (RUPEES FOUR HUNDRED ONLY) PER EQUITY SHARE (THE "BUYBACK PRICE"), PAYABLE IN CASH, FOR AN AGGREGATE AMOUNT NOT EXCEEDING ₹ 250 CRORES (RUPEES TWO HUNDRED AND FIFTY CRORES ONLY), EXCLUDING TRANSACTION COSTS (THE "BUYBACK SIZE"). AS REQUIRED UNDER THE BUYBACK REGULATIONS, EQUITY SHARES TO BE BOUGHT BACK ARE DIVIDED INTO TWO CATEGORIES: (I) RESERVED CATEGORY FOR SMALL SHAREHOLDERS (AS DEFINED HEREINAFTER); AND (II) GENERAL CATEGORY FOR ALL OTHER ELIGIBLE SHAREHOLDERS
- The Buyback is in accordance with Article 60 of the Articles of Association of the Company and Sections 68, 69, 70 and all other applicable provisions of the Companies Act, 2013, (the "Act"), and applicable rules made thereunder including the Companies (Share Capital and Debentures) Rules, 2014, ("Share Capital Rules"), Companies (Management and Administration) Rules, 2014, as amended, to the extent applicable, in compliance with the SEBI Buyback Regulations read with the SEBI Circulars and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and including any amendments, statutory modifications or re- enactments thereof, for the time being in force and subject to such other approvals, permissions, consents, exemptions and sanctions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, consents, exemptions and sanctions as may be required from time to time from any statutory and/ or regulatory authorities including but not limited to Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited, Registrar of Companies, Reserve Bank of India, etc.
- The Buyback Size is 9.93% and 9.92% of the aggregate of the fully paid-up equity share capital and free reserves (including securities premium account) as per the audited standalone and consolidated financial statements of the Company as on March 31, 2022 respectively (the latest audited standalone and consolidated financial statements available for the financial year as on the date of the Board meeting approving the proposal of the Buyback, held on August 9, 2022) and is within the statutory limits of 10% of the total fully paid-up equity share capital and free reserves (including securities premium account) as per the latest audited standalone and consolidated financial statements of the Company for financial year ended March 31, 2022 respectively. The Equity Shares proposed to be bought back represent 2.52% of the total number of Equity Shares in the total paid-up Equity Share capital of the Company, as on March 31, 2022.
- The Letter of Offer will be sent to the Equity Shareholder(s)/ Beneficial Owner(s) holding Equity Shares of the Company as on the Record Date i.e. Tuesday, August 23, 2022.
- The procedure for tendering Equity Shares and settlement is set out in Clause 20 (Procedure for Tender Offer and Settlement) on page 39 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the "Tender Form") alongwith share transfer form ("Form SH-4") is enclosed together with this Letter of Offer.
- The procedure for Acceptance is set out in Clause 19 (Process and Methodology for the Buyback) on page 35 of this Letter of Offer. The payment of consideration is in cash to the Eligible Shareholders. For further details on mode of payment of consideration to the Eligible Shareholders, please refer to Clause 20 (Procedure for Tender Offer and Settlement) on page 39 of this Letter of Offer.
- Equity Shareholders are advised to refer to Clause 17 (Details of the Statutory Approvals) and Clause 21 (Note on Taxation) on pages 34 and 46 respectively of this Letter of Offer, before tendering their Equity Shares in the Buyback.
- A copy of the Public Announcement dated August 10, 2022, published on August 11, 2022, the Draft Letter of Offer and this Letter of Offer (including the Tender Form and Form No. SH-4) shall also be available on the website of the Company- www.granulesindia.comand is expected to be available on the websites of Securities and Exchange Board of India- www.sebi.gov.in, NSE (www.nseindia.com), BSE (www.bseindia.com) and Registrar to the Buyback (www.kfintech.com).
MANAGER TO THE BUYBACK | REGISTRAR TO THE BUYBACK | |||
Motilal Oswal Investment Advisors Limited | KFin Technologies Limited | |||
(formerly known as "KFin Technologies Private Ltd") | ||||
Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, | ||||
Selenium Tower B, Plot 31-32, Financial District, | ||||
Prabhadevi, Mumbai- 400 025, Maharashtra, India | ||||
Nanakramguda, Serilingampally, Hyderabad - 500 032 | ||||
Tel. No.: +91 22 7193 4380 | ||||
Tel No.: +91 40 6716 2222 | Toll free No.: 18003094001 | ||||
Email: granulesbuyback2022@motilaloswal.com | ||||
Email: gil.buyback@kfintech.com | ||||
Investor Grievance E-mail:moiaplredressal@motilaloswal.com | ||||
Website:www.kfintech.com | ||||
Website: www.motilaloswalgroup.com | ||||
Investor Grievance Email: einward.ris@kfintech.com | ||||
Contact person: Kirti Kanoria/Ritu Sharma | ||||
Contact Person: Mr. Murali Krishna | ||||
SEBI Registration No.: INM000011005 | ||||
SEBI Registration No.: INR000000221 | ||||
CIN: U67190MH2006PLC160583 | ||||
CIN: U72400TG2017PLC117649 | ||||
BUYBACK OPENS ON: | TUESDAY, SEPTEMBER 27, 2022 | BUYBACK CLOSES ON: | TUESDAY, OCTOBER 11, 2022 |
LAST DATE/ TIME OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE CERTIFICATES BY THE
REGISTRAR TO THE BUYBACK: TUESDAY, OCTOBER 11, 2022 by 5.00 PM IST
Contents | ||
3. | DISCLAIMER CLAUSE .................................................................................................................................................................. | 6 |
4. | TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS .............................................................. | 8 |
5. | DETAILS OF THE PUBLIC ANNOUNCEMENT ............................................................................................................................. | 12 |
6. | DETAILS OF THE BUYBACK........................................................................................................................................................ | 12 |
7. | AUTHORITY FOR THE BUYBACK................................................................................................................................................ | 14 |
8. | NECESSITY FOR THE BUYBACK.................................................................................................................................................. | 14 |
9. | MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE COMPANY............................... | 15 |
10. | BASIS OF CALCULATING THE BUYBACK PRICE .......................................................................................................................... | 21 |
11. | SOURCES OF FUNDS FOR THE BUYBACK .................................................................................................................................. | 21 |
12. | DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN ...................................................................... | 22 |
13. | CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ............................................................................................................. | 22 |
14. | BRIEF INFORMATION OF THE COMPANY ................................................................................................................................. | 24 |
15. | FINANCIAL INFORMATION ABOUT THE COMPANY.................................................................................................................. | 31 |
16. | STOCK MARKET DATA .............................................................................................................................................................. | 33 |
17. | DETAILS OF THE STATUTORY APPROVALS................................................................................................................................ | 34 |
18. | DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRES ........................................................................... | 35 |
19. | PROCESS AND METHODOLOGY FOR THE BUYBACK................................................................................................................. | 35 |
20. | PROCEDURE FOR TENDER OFFER AND SETTLEMENT............................................................................................................... | 39 |
21. | NOTE ON TAXATION................................................................................................................................................................. | 46 |
22. | DECLARATION BY THE BOARD OF DIRECTORS ......................................................................................................................... | 49 |
23. | AUDITOR'S CERTIFICATE........................................................................................................................................................... | 49 |
24. | DOCUMENTS FOR INSPECTION ................................................................................................................................................ | 52 |
25. | DETAILS OF THE COMPLIANCE OFFICER................................................................................................................................... | 53 |
26. | DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS/ BENEFICIAL OWNERS ........................................... | 53 |
27. | DETAILS OF INVESTOR SERVICE CENTRE .................................................................................................................................. | 53 |
28. | DETAILS OF THE MANAGER TO THE BUYBACK ......................................................................................................................... | 54 |
29. | DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THIS LETTER OF OFFER ............... | 54 |
30. | ENCLOSURES: OFFER FORM ..................................................................................................................................................... | 54 |
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1. SCHEDULE OF ACTIVITIES
Activity | Schedule of activities | |||
Date | Day | |||
Date of the Board meeting to approve the proposal for Buyback of Equity Shares | August 9, 2022 | Tuesday | ||
Date of Public Announcement for the Buyback | August 10, 2022 | Wednesday | ||
Date of publication of Public Announcement for the Buyback | August 11, 2022 | Thursday | ||
Record Date for determining the Buyback Entitlement and the names of Eligible | August 23, 2022 | Tuesday | ||
Shareholders | ||||
Buyback opens on/ date of opening of Buyback | September 27, 2022 | Tuesday | ||
Buyback closes on/ date of closing of Buyback | October 11, 2022 | Tuesday | ||
Last date of receipt of completed Tender Forms and other specified documents including | October 11, 2022 | Tuesday | ||
physical share certificates by the Registrar to the Buyback | ||||
Last date of verification of Tender Forms by the Registrar to the Buyback | October 11, 2022 | Tuesday | ||
Last date of intimation to the Designated Stock Exchange regarding Acceptance or non‐ | October 19, 2022 | Wednesday | ||
acceptance of tendered Equity Shares | ||||
Last date of settlement of bids on the Designated Stock Exchange | October 20, 2022 | Thursday | ||
Last date of dispatch of share certificate(s) by the Registrar to the Buyback/ unblocking/ | ||||
return of unaccepted demat Equity Shares by Designated Stock Exchange to Seller | October 20, 2022 | Thursday | ||
Member/ Eligible Shareholders | ||||
Last date for payment of consideration to Eligible Shareholders who participated in the | October 20, 2022 | Thursday | ||
Buyback | ||||
Last date of extinguishment of Equity Shares bought back | October 25, 2022 | Tuesday |
Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.
2. DEFINITION OF KEY TERMS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning provided below. References to any legislation, act, regulations, rules, guidelines or policies shall be to such legislation, act, regulations, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the Buyback Regulations, the Act, the Depositories Act, and the rules and regulations made thereunder.
Term | Description |
Acceptance / Accept / | Acceptance of Equity Shares tendered by Eligible Shareholders in the Buyback Offer. |
Accepted | |
Acquisition Window | The facility for acquisition of Equity Shares through mechanism provided by the Designated Stock |
Exchange in the form of a separate window in accordance with the SEBI Circulars. | |
Act or Companies Act | The Companies Act, 2013, as amended including the rules and regulations made thereunder. |
Additional Equity Shares | Additional Equity Shares tendered by an Eligible Shareholder over and above the Buyback |
Entitlement of such Eligible Shareholders not exceeding the Equity Shares held by such Eligible | |
or Additional Shares | |
Shareholder as on the Record Date. | |
Articles / AOA/ Articles | Articles of Association of the Company, as amended from time to time |
of Association | |
Board or Board of | Board of Directors of the Company (which term shall, unless repugnant to the context or meaning |
Directors | thereof, be deemed to include a duly authorized 'Committee' thereof). |
Board Meeting | Meeting of the Board of Directors of the Company held on August 9, 2022 approving the Buyback. |
BOI | Body of Individuals |
BSE | BSE Limited |
Offer for buy back of upto 62,50,000 (Sixty Two Lakhs and Fifty Thousand) Equity Shares at a price | |
Buyback /Buyback | of ₹ 400/- (Rupees Four Hundred Only) per Equity Share, payable in cash, from the Eligible |
Shareholders on a proportionate basis through the Tender Offer route in terms of the Buyback | |
Offer/ Offer | |
Regulations read with SEBI Circulars for an aggregate amount not exceeding ₹ 250 crores (Rupees | |
Two Hundred and Fifty Crores Only). | |
Buyback Closing Date | Tuesday, October 11, 2022 being the last date up to which the tendering of Equity Shares by Eligible |
Shareholders will be allowed. | |
Buyback Committee | The Buy Back Committee of the Board is constituted and authorized for the purposes of the Buy |
/ Share Buyback | |
Back by a resolution passed by the Board at its meeting held on August 9, 2022. The Buyback | |
Committee / Committee | |
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Term | Description |
Committee comprises of Krishna Prasad Chigurupati, Chairman & Managing Director, Arun Rao | |
Akinepally, Independent Director and Sandip Neogi, Chief Financial Officer. | |
Buyback Opening Date | Tuesday, September 27, 2022, being the date from which the tendering of Equity Shares by Eligible |
Shareholders will be allowed. | |
Buyback Entitlement/ | The number of Equity Shares that an Eligible Shareholder is entitled to tender in the Buyback, based |
on the number of Equity Shares held by such Eligible Shareholder, on the Record Date and the ratio | |
Entitlement | |
/ percentage of Buyback applicable to such Shareholder. | |
Buyback Period | The period between the date of board resolution authorizing the Buyback of the Equity Shares of |
the Company, till the date on which the payment of consideration to Eligible Shareholders who | |
have accepted the Buyback offer will be made. | |
Buyback Price or Offer | Price at which Equity Shares will be bought back from the Eligible Shareholders i.e. ₹ 400/- (Rupees |
Price | Four Hundred Only) per Equity Share, payable in cash. |
Number of Equity Shares proposed to be bought back i.e. upto 62,50,000 (Sixty Two Lakhs and Fifty | |
Buyback Size/ Offer Size | Thousand) fully paid-up Equity Shares multiplied by the Buyback Price i.e. a price of ₹ 400/- (Rupees |
Four Hundred Only) per Equity Share aggregating upto ₹ 250 crores (Rupees Two Hundred and Fifty | |
Crores Only). The Buyback Size excludes Transaction Costs. | |
Buyback Regulations/ | The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 including any |
SEBI Buyback | amendments, statutory modifications or re-enactments thereof, for the time being in force and the |
Regulations | SEBI Circulars. |
CDSL | Central Depository Services (India) Limited |
Clearing Corporation | Indian Clearing Corporation Limited |
Companies Act or Act | Companies Act, 2013, as amended and applicable rules thereunder. |
"Company" or "Our | |
Company" or "we" or | Granules India Limited, unless the context states otherwise. |
"us" or "our" | |
Company's Broker | Motilal Oswal Financial Services Limited |
Company's Demat | A demat account of the Company wherein demat shares bought back in the Buyback would be |
Account | transferred |
Compliance Officer | Ms. Chaitanya Tummala |
Depositories | NSDL and CDSL |
Designated Stock | The designated stock exchange for the Buyback is BSE Limited. |
Exchange | |
DIN | Director Identification Number |
DP | Depository Participant |
Director | Director(s) of the Company |
Draft Letter of Offer/ | The draft letter of offer dated August 19, 2022 filed with SEBI containing disclosures in relation to |
DLOF | the Buyback as specified in Schedule III of the Buyback Regulations. |
Eligible Shareholders/ | Person(s) eligible to participate in the Buyback Offer and would mean all equity shareholders/ |
beneficial owner(s) of Equity Shares of the Company as on Record Date i.e. Tuesday, August 23, | |
Eligible Person/ Eligible | |
2022 and excludes Equity Shareholders/ Beneficial Owners of the Equity Shares who are not | |
Sellers | |
permitted under applicable law to tender Equity Shares in the Buyback. | |
Equity Shares/ Shares | Fully paid-up equity shares of the Company each having a face value of ₹1 (Rupee One Only). |
Escrow Account | The Escrow Account titled ""Granules India Limited Buy Back Offer 2022 - Escrow Account" opened |
with the Escrow Agent in terms of the Escrow Agreement. | |
Escrow Agent | Axis Bank Limited |
Escrow Agreement | The Escrow Agreement dated August 9, 2022 entered into between the Company, the Manager to |
the Buyback and the Escrow Agent. | |
Escrow Amount | An amount determined in accordance with the Regulations 9(xi) of Buyback Regulations. |
FCNR account | Foreign Currency Non-Resident Account |
FEMA | Foreign Exchange Management Act, 1999, as amended including the regulations, circulars, |
directions and notifications issued thereunder. | |
FIIs | Foreign Institutional Investors means an institution who is registered under the Securities and |
Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended. | |
FPI(s) | Foreign Portfolio Investors as defined under the Securities and Exchange Board of India (Foreign |
Portfolio Investors) Regulations, 2019, as amended. | |
General Category | Eligible Shareholders other than the Small Shareholders |
IT Act/ Income Tax Act | Income-tax Act, 1961, (including any statutory modifications or re-enactment thereof). |
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Granules India Limited published this content on 16 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2022 14:29:08 UTC.