FOR THE ELIGIBLE SHAREHOLDERS OF THE COMPANY ONLY.

Transcription

1 FOR THE ELIGIBLE SHAREHOLDERS OF THE COMPANY ONLY. This is an Abridged Letter of Offer containing salient features of the Letter of Offer dated, November 05, 2016 ( Letter of Offer ). You are encouraged to read greater details available in the Letter of Offer. Capitalised terms not specifically defined herein shall have the meaning ascribed to them in the Letter of Offer. THIS ABRIDGED LETTER OF OFFER CONTAINS 12 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES. The Company has dispatched hard copy of the Abridged Letter of Offer along with the Composite Application Form to the Eligible Shareholders at their Indian addresses registered with their depository. You may also download the Letter of Offer from the website of SEBI, the Stock Exchanges where the Equity Shares of the Company are listed i.e. BSE Limited and the National Stock Exchange of India Limited and the website of the Lead Manager to the Issue i.e. Hem Securities Limited at and respectively. CIL NOVA PETROCHEMICALS LIMITED Registered Office: Survey No. 396 (P), 395/4 (P), Moraiya Village, Sarkhej - Bavla Highway, Tal. Sanand, Ahmedabad , Gujarat; Contact Person: Mr. Chintan N. Amlani, Company Secretary and Compliance Officer; Tel: / , Fax: /251612; chintan.amlani@chiripalgroup.com Website: CIN: L17111GJ2003PLC PROMOTERS OF THE COMPANY: MR. JYOTIPRASAD CHIRIPAL, MR.VEDPRAKASH CHIRIPAL, MR. JAIPRAKASH CHIRIPAL AND MR. BRIJMOHAN CHIRIPAL ISSUE DETAILS, LISTING AND PROCEDURE ISSUE OF 1,35,50,000 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF `.10/- EACH (THE RIGHTS EQUITY SHARES ), FOR CASH AT A PRICE OF `14.50 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` 4.50 PER EQUITY SHARE AGGREGATING UPTO ` 2,000 LACS TO EXISTING EQUITY SHAREHOLDERS OF CIL NOVA PETROCHEMICALS LIMITED ( THE COMPANY OR THE ISSUER ) ON A RIGHTS BASIS IN THE RATIO OF 1 FULLY PAID-UP EQUITY SHARE FOR EVERY 1 FULLY PAID-UP EQUITY SHARE HELD ON THE RECORD DATE, i.e. OCTOBER 25, 2016 ( THE ISSUE ). THE ISSUE PRICE OF EACH EQUITY SHARE IS 1.45 TIME OF THE FACE VALUE OF THE EQUITY SHARE. FOR FURTHER DETAILS, PLEASE REFER TO THE SECTION TITLED TERMS OF THE ISSUE ON PAGE 181 OF THE LETTER OF OFFER. The existing Equity Shares are listed on the BSE Limited ( BSE ) and the National Stock Exchange of India Limited ( NSE and together with BSE, the Stock Exchanges ). We have received in-principle approvals from BSE and NSE for listing the Rights Equity Shares to be allotted in the Issue vide their respective letters dated August 03, For the purposes of the Issue, the Designated Stock Exchange is BSE Limited. Procedure: If you wish to know about processes and procedures applicable to rights issues, you may refer section titled Terms of the Issue on page 181 of the Letter of Offer. You may also download the Letter of Offer from the websites of SEBI, the Stock Exchanges and the Lead Manager to the Issue i.e. Hem Securities Limited at and respectively. You can also request the Lead Manager to the Issue or BSE Limited or the National Stock Exchange of India Limited to provide a hard copy of Letter of Offer. Please note that in terms of SEBI Regulation 61(3), the Lead Manager and Stock Exchanges may charge a reasonable amount for providing hard copy of the Letter of Offer. ELIGIBILITY FOR THE ISSUE Our Company is eligible to undertake the Issue in terms of Chapter IV and to make disclosure as per clause (5) Part E of Schedule VIII and under Regulation 10 of the SEBI Regulations. Whether the company is compulsorily required to allot at least 75% of the net offer to public, qualified institutional buyers - Not Applicable, being a rights issue. INDICATIVE TIMETABLE Issue Opening Date Last date for receiving requests for SAFs Issue Closing Date Monday, November Finalisation of basis of allotment with the 14, 2016 Designated Stock Exchange (on or about) Monday, November Initiation of Refund (on or about) 21, 2016 Monday, November Date of credit of Rights Equity Shares (on or 28, 2016 about) Tuesday, December 06, 2016 Wednesday, December 07, 2016 Wednesday, December 07,

2 Commencement of trading of Rights Equity Shares on the Stock Exchanges (on or about) Wednesday, December 14, 2016 The above time table is indicative and does not constitute any obligation on the Company or the Lead Manager. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ( SEBI ) nor does SEBI guarantee the accuracy or adequacy of the Letter of Offer. The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the United States Securities Act of 1933 ( Securities Act ) and are being offered and sold outside the United States to non U.S. persons in offshore transactions in reliance on Regulations under the Securities Act ( Regulations ). Investors are advised to refer to Risk Factors beginning on page 11 of the Letter of Offer and on page 5 of the Abridged Letter of Offer before making an investment in this Issue. PRICE INFORMATION OF THE LEAD MANAGER Not Applicable, being a rights issue Names of Lead Manager and contact details Hem Securities Limited 14/15, Khatau Bldg, 1 st Floor, 40 Bank Street, Fort, Mumbai: Tel: Fax: info@hemonline.com Website: Contact Person: Mr. Anil Bhargava Names of Syndicate Members Not Applicable, being a rights issue Name of Registrar to the Issue and contact details Link Intime India Private Ltd Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai Tel: Fax: Mobile App: blink cnpl.rights@linkintime.co.in Investor Grievance E- mail: cnpl.rights@linkintime.co.in Contact Person: Mr. Dinesh Yadav SEBI Registration Number: INR Name of Statutory Auditor J.T.Shah &Co., Chartered Accountants Name of Credit Rating Agency and the rating Not Applicable, being a rights issue of equity shares or grading obtained, if any Name of Debenture trustee, if any Not Applicable, Self Certified Syndicate Banks The list of banks is available on Intermediaries Banker to the Issue and Refund Banker Non Syndicate Registered Brokers Details regarding website address(es)/link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable) HDFC Bank Limited FIG-OPS Department, Lodha I Think Techno Campus, 0-3, Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai Tel: Fax: Website: vincent.dsouza@hdfcbank.com Contact Person: Mr. Vincent D souza Not Applicable, being a rights issue 2 Not Applicable, being a rights issue PROMOTERS OF THE COMPANY

3 Mr. Jyotiprasad Chiripal, Mr.Vedprakash Chiripal, Mr. Jaiprakash Chiripal and Mr. Brijmohan Chiripal are the promoters of our Company ( Promoters ). Brief profile of promoter and disclosure relating to group companies: Since this is a rights issue pursuant to Part E of Schedule VIII of SEBI Regulations, the disclosures relating to brief profile of Promoters and disclosure relating to group companies are not applicable. BUSINESS MODEL/ BUSINESS OVERVIEW AND STRATEGY Since this is a rights issue pursuant to Part E of Schedule VIII of SEBI Regulations, the disclosure relating to business of the Company are not applicable. BOARD OF DIRECTORS Sr. No Name Designation Experience 1. Mr. Jyotiprasad Chiripal Mr. Jyotiprasad Chiripal aged 62 years residing at 91, Basant Bahar Bunglow,, Bopal, Ahmedabad , Gujarat, India. He is the and Chairman of our Company. He played a vital role in establishing the Company and he have able to steer the company to become one of the fastest growing companies in India. He is a graduate in Commerce from Gujarat University. He joined the Board of on December 17, 2003 as the first director of the Company. He has around 40 years of experience in the field of manufacturing, trading and export of various textile products. 2. Mr. Vedprakash Chiripal 3. Mr. Rajendraprasad Shah 4. Mr. Murlimanohar Goyal Executive Non-Executive Independent Non-Executive Independent Mr. Vedprakash Chiripal aged 64 years residing at 11 Nandi Hill Society, Opp. ISRO, Satellite Road, and Ahmedabad , Gujarat, India. He is an Executive of our Company. He joined the Board of on December 17, 2003 as the first director of the Company. He is a Bachelor of Commerce from Gujarat University. He is known for his financial acumen and he drives the Chiripal group with his vision, knowledge and experience. He has around 30 years of experience in the field of manufacturing, trading and export of various textile products. Mr. Rajendraprasad Shah aged 66 years residing at A-104, Saraswat Apt,, Hirabaug Ambawadi Bazar Ellisbridge, Ahmedabad , Gujarat, India. He is the Non- Executive Independent of the Company. He possesses the qualification of M.E (Mech) in Production Engineering, Post Diploma in Industrial Engineering & Management. He is the member of professional institutions like Institution of Engineers (India) (MIE) and Ahmedabad Management Association. He has experience of more than 40 years served on various position in private as well as government sector till his retirement in the year Mr. Murlimanohar Goyal aged 55 years residing at 11, Anu Shil Niketan,Irla, S.V. Road,Vile Parle West, Mumbai , Maharashtra, India. He has done higher secondary education from Maharashtra University. He is the Nonexecutive Independent of the company and has rich experience in textile line of business of domestic as well as export market. 5. Mr. Ambalal Patel 6. Mr. Pooransingh Mathuria Non-Executive Independent Whole Time Mr. Ambalal Patel aged 71 years residing at 14/Bshreyasnath Society, Vasan, NR. Dhranidhar Derasar, Ahmedabad , Gujarat, India. He is the Non- Executive Independent of our Company. He is a Bachelor in Metallurgical Engineering and Bachelor of Science (Chemistry). He has an experience of approximately 46 years in project evaluation and finance. Mr. Pooransingh Mathuria aged 51 years residing at Flat No: C-301 Petal Atlantis park Parashwanath Society Sughad, Gandhinar, Gujarat , Ahmedabad. He is technically competent electrical and electronics engineer with professional experience of nearly 25 years in steering plant engineering, maintenance and energy management domains with prestigious industrial establishments is serving as Additional Whole Time of the Company. He has done B.SC and Diploma in Industrial Electronics and Electrical Engineering. He has served various corporates including Welspun syntax Ltd and J.K.Synthetic Ltd by playing different roles during his tenure and has experience in erection and commissioning, operation and maintenance, mobilizing and managing machines, 3

4 7. Ms. Chinar Rajkumar Jethwani Independent cost reduction and value engineering. Ms. Chinar Rajkumar Jethwani aged 25 years residing at B-83, Sun Breeze Towers, Subhash Chowk, Gurukul Road, Memnagar, Ahmedabad-52, Gujarat. She has completed Company Secretary of nearly 3 years in various industries is serving as Independent of the Company. OBJECTS OF THE ISSUE The details of the Issue Proceeds are summarized in the table below: Particulars Estimated amount (in ` Lacs) Gross proceeds of the Issue (Less) Issue related expenses Less: General Corporate Purpose Net proceeds of the Issue ( Net Proceeds ) *considering full subscription and allotment in the issue Requirement of funds and utilisation of Net Proceeds The proposed utilisation of the Net Proceeds is set forth in the table below: Sr. No. Particulars Amount (`. in Lacs) 1. Working Capital Requirement General Corporate Purpose To Meet the Issue Expenses Total Schedule of deployment As indicated above, our Company proposes to deploy the entire Net Proceeds, upon successful completion of the Issue, towards the aforesaid objects during Fiscal However, if the Net Proceeds are not completely utilised for the objects stated above by March 31, 2017 due to factors including but not limited to (i) any conditions attached to the borrowings restricting our ability to repay/ prepay the borrowings along with the interest and time taken to fulfill, or obtain waivers for fulfillment of, such requirements; (ii) receipt of consents for repayment/ prepayment from the respective lenders; (iii) terms and conditions of such consents and waivers, (iv) levy of any repayment/prepayment penalties and the quantum thereof; (iv) economic and business conditions; (v) change in competitive intensity; (vi) commercial considerations; (vii) change in business strategy; and (viii) regulatory changes, the same would be utilised (in part or full) in Fiscal 2018 or a subsequent period as may be determined by our Company in accordance with applicable law. Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues/rights issues, if any, of the Company in the preceding 10 years. Not Applicable. Name of monitoring agency, if any: In terms of Regulation 16 of the SEBI Regulations, there is no requirement for a monitoring agency as the size of the Issue does not exceed `500 Crores. Terms of Issuance of Convertible Security, if any: Not Applicable, being issue of equity shares. SHAREHOLDING PATTERN AS ON JUNE 30, 2016 Sr. No. Particulars Pre Issue number of shares % Holding of Pre issue 1. Promoter & Promoter Group 93,56, Public 41,93, Total 1,35,50, Number/ amount of Equity Shares proposed to be sold by selling shareholders, if any Not Applicable, being a rights issue STANDALONE FINANCIALS AUDITED FINANCIALS* Particulars Quarter ended on June 30, 2016 Year Ended on March 31, 2016 (Audited) Year Ended on March 31, 2015 (Audited) 4

5 3 months 12 months 12 months Total income from operations (net)^ 49,82,40,927 2,018,212,109 2,430,138,023 Net Profit / (Loss) before tax and 1,99,15,320 79,081,654 50,823,024 extraordinary items# Net Profit / (Loss) after tax and 1,58,54,785 54,762,496 40,167,977 extraordinary items Basic/ Diluted earnings per share (`) Particulars As at June 30, 2016 As at March 31, 2016 As at March 31, 2015 (Unaudited) (Audited) (Audited) Equity Share Capital 135,500, ,500, ,500,000 Securities premium 118,970, ,970, ,970,013 Reserves and Surplus (excluding 66,115,249-81,970, ,732,530 securities premium and revaluation Reserves but including Capital Redemption Reserve) Net worth 188,354, ,499, ,737,483 Return on net worth (%) Net asset value per Equity Share each (Source: Annual reports for Financial Year 2016 and Limited reviewed un-audited standalone financials for quarter ended June 30, 2016) CONSOLIDATED FINANCIALS Since the company has not any subsidiary or associate company, the same is not applicable. Ratios Net assets value per share Computation (Equity Share Capital + Reserves & Surplus excluding revaluation reserve and preference share redemption reserve including Capital Redemption Reserve) / Number of equity shares outstanding at the end of the year Return on net worth % (Profit After tax / Net Worth i.e. (Share Capital+ Reserves & Surplus and preference share redemption reserve but excluding revaluation reserve but including Capital redemption Reserve) Basic and diluted earnings per share (Profit After Tax/Weighted average Number of Equity Shares) * Restated Audited Financials - Not Applicable, being a rights issue INTERNAL RISK FACTORS Top 5 risk factors as per the Letter of Offer 1) Our Company has in the past been restrained by SEBI from Accessing the Capital Markets and also has a consent order passed against it for non-compliance of SEBI (SAST) Regulations. 2) Our Promoter/, Mr. Vedprakash Chiripal has been issued a show cause notice (in the capacity of Chairman of erstwhile Nova Petrochemicals Limited) by SEBI, in relation to non-compliance of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to securities market) Regulations, 2003 and SEBI (Prohibition of Insider Trading) Regulations, 1992 requirements, and in pursuance of which investigation has been instituted by SEBI. 3) Our Company, our s and our Promoter Group Entities are involved in certain legal proceedings, which, if decided against us, could impact our income and financial condition. 4) There may be potential conflict of interests between our company and other venture or enterprises promoted by our promoters or directors. 5) Our net cash flows from investing and financing activities have been negative in the past. Any negative cash flow in the future may affect our liquidity and financial condition. SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION A. Total number of outstanding litigations against the Company and amount involved Aggregate Amount involved (if Nature of Cases No. of outstanding cases ascertainable) 5

6 Income Tax 8 1, Excise 9 2, Service Tax Textile Cess 3 1,01.80 B. Brief details of top 5 material outstanding litigations against the Company and amount involved Nature of Cases No. of outstanding cases Aggregate Amount involved (if ascertainable) Income Tax 8 1, Excise 9 2, Service Tax Textile Cess 3 1,01.80 C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters / Group companies in last 5 financial years including outstanding action, if any Sr. No. Forum C as e N o. Parties to proceed ings Brief particulars Quan tum (` appro x.) Current Status 1. Securities and Exchange Board of India SEBI Vs Vedprak ash Chiripal, Chairma n, Nova Petroche micals Limited SEBI issued a notice dated September 11, 2009, bearing no. A&E/MK/IVD/NPL/176753/20 09, under Rule 4 SEBI (Procedure for holding enquiry and imposing penalties by Adjudicating Officer) Rules, 1995 to Vedprakash Chiripal, Chairman, Nova Petrochemicals Limited, in respect of alleged irregularity in the trading in shares of Nova Petrochemicals Limited, resulting in possible violations of the provisions of regulation 3 (c&d), regulation 4(1), 4(2) (k & r) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to securities market) Regulations, 2003 and read with section 12A (a, b & c) of the Securities and Exchange Board of India Act, 1992 and regulation 3(ii) of SEBI (Prohibition of Insider Trading) Regulations, 1992 read with section 12A(e) of SEBI Act, In respect of the same, cause was to be shown as to why an enquiry should not be held in terms of Rule 4 of the SEBI (Procedure for holding enquiry and imposing penalties 6 - SEBI, vide letters dated December 24, 2009, bearing no. A&E/MK/IVD/NPL/188656/2/2009, issued a notice under Rule 4 SEBI (Procedure for holding enquiry and imposing penalties by Adjudicating Officer) Rules, 1995 addressed to Mr. Vedprakash Chiripal, Chairman and Managing, Nova Petrochemicals Limited and letter dated December 24, 2009, bearing no. A&E/MK/IVD/NPL/188656/1/2009 issued to Nova petrochemicals Limited, called for a personal appearance at the office of SEBI at Ahmedabad. Nova Petrochemicals Limited vide an dated January 5, 2010, sought extension of time up till January 20, 2010 to file a reply in the matter. Further a consent application has been filed with respect to the pending adjudication proceedings initiated vide show cause notice A&E/MK/IVD/176449/2009 dated September 10, 2009 and proceedings pending before the Hon ble SAT in appeal No. 4 of 2010 against SEBI order dated January 12, A personal hearing was granted before IC on July 13, 2010 and revised consent/settlement terms and agreed to pay ` in terms of settlement terms on July 16, Subsequent to the passing of order dated by the Whole Time Member of SEBI directing our Company from buying, selling and dealing or accessing the securities market directly

7 Sr. No. Forum C as e N o. Parties to proceed ings Brief particulars Quan tum (` appro x.) Current Status by Adjudicating Officer) Rules, 1995 and why penalty should not be imposed under section 15HA and 15G(ii) of the SEBI Act, or indirectly in any manner whatsoever for a period of two years from the date of the order, our company has undergone the restraint as provided and nothing continues thereafter. Subsequent to the acceptance of consent terms offered order dated was passed by SEBI. Our Company has complied with the same and paid `5,00,000 and GSL Nova Petrochemicals Limited also has paid ` 5,00,000. D. Brief details of outstanding criminal proceedings against Promoters a. M. Case No. 2/2012 in criminal inquiry No.72/2012 has been filed against Mr. Vedprakash Chiripal by Kanchanben J. Vijay widow of Vijay Viraji Thakore before the Court of Hon ble Additional Judge of Ahmedabad (Rural) at Ahmedabad for offence under sections 406, 420, 465, 468, 457, 506(2), 323, 114, 120(b) of Indian Penal Code in the Matter of sale of land. b. M. Case No. 1/2012 in criminal inquiry No.69/2012 has been filed against Mr.Vedprakash Chiripal by Vikram Shakrabhai Bhoi before the court of Hon ble Additional Judge of Ahmedabad (Rural) at Ahmedabad for offence under sections 406,420,465,468,471,457,506(2),323,114,120(b) of Indian Penal Code in the matter of sale of land. OTHERS Procedure for Application The CAF for the Rights Equity Shares offered as part of the Issue would be printed for all Eligible Shareholders. In case the original CAF is not received by the Eligible Shareholder or is misplaced by the Eligible Shareholder, the Eligible Shareholder may request the Registrar to the Issue, for issue of a duplicate CAF, by furnishing the registered folio number, DP ID, Client ID and their full name and address. In case the signature of the Eligible Shareholders does not match with the specimen registered with our Company, the application is liable to be rejected. Please note that neither our Company nor the Lead Manager nor the Registrar to the Issue shall be responsible for delay in the receipt of the CAF/duplicate CAF attributable to postal delays or if the CAF/duplicate CAF are misplaced in the transit. Eligible Shareholders should note that those who are making the application in such duplicate CAF should not utilize the original CAF for any purpose, including renunciation, even if the original CAF is received or found subsequently. If any Eligible Shareholders violates any of these requirements, they shall face the risk of rejection of both applications. Please note that QIB Applicants, Non-Institutional Investors and other Applicants whose application amount exceeds ` 2,00,000 can participate in the Issue only through the ASBA process. The Investors who are not (i) QIBs, (ii) Non-Institutional Investors, or (iii) Investors whose application amount is more than ` 2,00,000, can participate in the Issue either through the ASBA process or the non ASBA process. Please also note that by virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, erstwhile Overseas Corporate Bodies ( OCBs ) have been derecognized as an eligible class of Investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, Any Eligible Shareholder being an erstwhile OCB is required to obtain prior approval from RBI for applying to this Issue. NO OFFER IN THE UNITED STATES The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Securities Act, or any U.S. state securities laws and may not be offered, sold, resold or otherwise transferred within the United States of America or the territories or possessions thereof ( United States or U.S. ), or to, or for the account or benefit of U.S. persons (as defined in Regulations of the Securities Act), except in a transaction not subject to, or exempt from the registration requirements of the Securities Act. The offering to which the Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement for sale in the United States or as a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights Entitlement. There is no intention to register any portion of the Issue or any of the securities described herein in the United States or to conduct a public offering of securities in the United States. Accordingly, the Letter of Offer / Abridged Letter of Offer and the enclosed CAF should not be forwarded to or transmitted in or into the United States at any time. In addition, until the expiry of 40 days after the commencement of the Issue, an offer or sale of Rights Entitlements or Rights Equity Shares within the United States by a dealer (whether or not it is participating in the Issue) may violate the registration requirements of the Securities Act. Neither we nor any person acting on our behalf will accept a subscription or renunciation from any person, or the agent of any person, who appears to be, or who we or any person acting on 7

8 our behalf has reason to believe is, either a U.S. Person or otherwise in the United States when the buy order is made. Envelopes containing a CAF should not be postmarked in the United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make an offer, and all persons subscribing for the Rights Equity Shares Issue and wishing to hold such Equity Shares in registered form must provide an address for registration of these Equity Shares in India. We are making the Issue on a rights basis to Eligible Shareholders and the Letter of Offer / Abridged Letter of Offer and CAF will be dispatched only to Eligible Shareholders who have an Indian address. Any person who acquires Rights Entitlements and the Rights Equity Shares will be deemed to have declared, represented, warranted and agreed that, (i) it is not and that at the time of subscribing for such Rights Equity Shares or the Rights Entitlements, it will not be, in the United States, (ii) it is not a U.S. Person and does not have a registered address (and is not otherwise located) in the United States when the buy order is made, and (iii) it is authorised to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations. We reserve the right to treat any CAF as invalid which: (i) does not include the certification set out in the CAF to the effect that the subscriber is not a U.S. Person and does not have a registered address (and is not otherwise located) in the United States and is authorized to acquire the Rights Equity Shares or Rights Entitlement in compliance with all applicable laws and regulations; (ii) appears to us or our agents to have been executed in or dispatched from the United States; (iii) appears to us or our agents to have been executed by a U.S. Person; (iv) where a registered Indian address is not provided; or (v) where we believe that CAF is incomplete or acceptance of such CAF may infringe applicable legal or regulatory requirements; and we shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such CAF. Rights Entitlements may not be transferred or sold to any person in the United States. Application on Plain Paper (Non-ASBA) An Eligible Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with an account payee cheque drawn on a bank payable at par, pay order/demand draft, net of bank and postal charges and the Investor should send the same by registered post directly to the Registrar to the Issue. Please see Terms of the Issue Modes of Payment on page 191 of the Letter of Offer. Applications on plain paper will not be accepted from any address outside India. The envelope should be super scribed CIL NOVA PETROCHEMICALS LIMITED - RIGHTS ISSUE" and should be postmarked in India. The application on plain paper, duly signed by the Eligible Shareholder including joint holders, in the same order and as per specimen recorded with our Company /Depositories, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars: (1) Name of our Company, being CIL Nova Petrochemicals Limited; (2) Name and address of the Investor including joint holders; (3) Registered Folio Number/ DP and Client ID No.; (4) Number of Equity Shares held as on Record Date; (5) Share certificate numbers and distinctive numbers of Equity Shares, if held in physical form; (6) Allotment option preferred - physical or demat form, if held in physical form; (7) Number of Rights Equity Shares entitled to; (8) Number of Rights Equity Shares applied for; (9) Number of additional Rights Equity Shares applied for, if any; (10) Total number of Equity Shares applied for; (11) Total amount paid at the rate of `14.50 per Rights Equity Share; (12) Particulars of cheque/ demand draft; (13) Savings/ current account number and name and address of the bank where the Eligible Shareholder will be depositing the refund order. In case of Equity Shares held in dematerialized form, the Registrar shall obtain the bank account details from the information available with the Depositories; (14) Except for applications on behalf of the Central or State Government, the residents of Sikkim and the officials appointed by the courts, PAN of the Eligible Shareholder and for each Eligible Shareholder in case of joint names, irrespective of the total value of the Rights Equity Shares applied for pursuant to the Issue; (15) If the payment is made by a draft purchased from NRE/FCNR/NRO account, as the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR/NRO account; (16) A representation that the Investor is not and that at the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States and is not a U.S. Person (as defined in Regulations under the Securities Act). Additionally, all such Applicants are deemed to have accepted the following: I/ We understand that neither the Rights Entitlement nor the Rights Equity Shares have been, and will be, registered under the United States Securities Act of 1933 ( Securities Act ) or any United States state securities laws, and may not be offered, sold, resold or otherwise transferred within the United States or to the territories or possessions thereof ( United States ) or to, or for the account or benefit of a U.S. Person as defined in Regulations under the US Securities Act ( Regulations ). I/ we understand the Rights Equity Shares referred to in this application are being offered in India but not in the United States. I/ we understand the offering to which this application relates is not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement for sale in the United States, or as a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights Entitlement in the United States. Accordingly, I/ we understand this application should not be forwarded to or transmitted in or to the United States at any time. I/ we understand that neither the Company, nor the Registrar, the Lead Manager or any other person acting on behalf of the Company will accept subscriptions from any person, or the agent of any person, who appears to be, or who the Company, the Registrar, the Lead Manager or any other person acting on behalf of the Company have reason to believe is ineligible to participate in the Issue under the securities laws of their jurisdiction. I/ We will not offer, sell or otherwise transfer any of the Rights Equity Shares which may be acquired by me/us in any jurisdiction or under any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws or regulations. I/We satisfy, 8

9 and each account for which I/we am/are acting satisfies, all suitability standards for Investors in investments of the type subscribed for herein imposed by the jurisdiction of my/our residence. I/ We understand and agree that the Rights Entitlement and Rights Equity Shares may not be reoffered, resold, pledged or otherwise transferred except in an offshore transaction in compliance with Regulations, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. I/ We acknowledge that the Company, the Lead Manager, their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements. Please note that those who are making the application otherwise than on original CAF shall not be entitled to renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the Eligible Shareholder violates such requirements, he/ she shall face the risk of rejection of both the applications. Our Company shall refund such application amount to the Eligible Shareholder without any interest thereon. In cases where multiple CAFs are submitted, including cases where an investor submits CAFs along with a plain paper application, such applications shall be liable to be rejected. Investors are requested to strictly adhere to these instructions. Failure to do so could result in an application being rejected, with our Company, the Lead Manager and the Registrar not having any liability to the Investor. The plain paper application format will be available on the website of the Registrar to the Issue at Application on Plain Paper under the ASBA process An Eligible Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF and who is applying under the ASBA Process may make an application to subscribe to the Issue on plain paper. Eligible Shareholders shall submit the plain paper application to the Designated Branch of the SCSB for authorising such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. Applications on plain paper will not be accepted from any address outside India. The envelope should be super scribed CIL NOVA PETROCHEMICALS LIMITED - RIGHTS ISSUE and should be postmarked in India. The application on plain paper, duly signed by the Eligible Shareholders including joint holders, in the same order and as per the specimen recorded with our Company /Depositories, must reach the office of the Designated Branch of the SCSB before the Issue Closing Date and should contain the following particulars: (1) Name of our Company, being CIL Nova Petrochemicals Limited; (2) Name and address of the Investor including joint holders; (3) Registered Folio Number/ DP and Client ID No.; (4) Number of Equity Shares held as on Record Date; (5) Share certificate numbers and distinctive numbers of Equity Shares, if held in physical form; (6) Allotment option preferred - physical or demat form, if held in physical form; (7) Number of Rights Equity Shares entitled to; (8) Number of Rights Equity Shares applied for; (9) Number of additional Rights Equity Shares applied for, if any; (10) Total number of Equity Shares applied for; (11) Total amount paid at the rate of `14.50 per Rights Equity Share; (12) Particulars of cheque/ demand draft; (13) Savings/ current account number and name and address of the bank where the Eligible Shareholder will be depositing the refund order. In case of Equity Shares held in dematerialized form, the Registrar shall obtain the bank account details from the information available with the Depositories; (14) Except for applications on behalf of the Central or State Government, the residents of Sikkim and the officials appointed by the courts, PAN of the Eligible Shareholder and for each Eligible Shareholder in case of joint names, irrespective of the total value of the Rights Equity Shares applied for pursuant to the Issue; (15) If the payment is made by a draft purchased from NRE/FCNR/NRO account, as the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR/NRO account; (16) A representation that the Investor is not and that at the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States and is not a U.S. Person (as defined in Regulations under the Securities Act). Additionally, all such Applicants are deemed to have accepted the following the confirmations as appearing on page 8 of the Abridged Letter of Offer under section Application on Plain Paper (Non-ASBA) point 16. Additionally, all such Applicants are deemed to have accepted the following: In cases where multiple CAFs are submitted, including cases where an investor submits CAFs along with a plain paper application, such applications shall be liable to be rejected. Fractional Entitlements The Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of 1 Equity Share for every 1 Equity Share held on the Record Date. Fractional entitlement if any will be rounded off to higher integer and the share required for the same will be adjusted from any of the promoter s entitlement in the rights issue. Renunciation The Issue includes a right exercisable by you to renounce the Rights Equity Shares offered to you either in full or in part in favour 9

10 of any other person or persons. Your attention is drawn to the fact that our Company shall not Allot and/or register the Rights Equity Shares in favour of the following Renouncees: (i) more than three persons (including joint holders); (ii) partnership firm(s) or their nominee(s); (iii) minors (except applications by minors having valid demat accounts as per the demographic details provided by the Depositors); (iv) HUF; or (v) any trust or society (unless the same is registered under the Societies Registration Act, 1860, as amended or the Indian Trust Act, 1882, as amended or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to hold equity shares, as the case may be). Additionally, the Eligible Shareholders may not renounce in favour of U.S. Persons (as defined in Regulations) or persons or entities which would otherwise be prohibited from being offered or subscribing for Rights Equity Shares or Rights Entitlement under applicable securities laws. Except for any renunciation in favour of FIIs, in terms of A.P. (DIR Series) Circular No. 53, issued by the RBI on December 17, 2003, any renunciation (i) from resident Indian Eligible Shareholder(s) to non-resident(s); (ii) from non-resident Eligible Shareholder(s) to resident Indian(s); or (iii) from a non-resident Eligible Shareholder(s) to other non-resident(s), is subject to the renouncer(s)/renouncee(s) obtaining any necessary regulatory approvals from the RBI. The renouncer(s)/renouncee(s) is/are required to obtain any such approval and attach the same to the CAF, along with any other approval that may be required by such renouncer(s)/renouncee(s). All such renunciations shall be subject to any conditions that may be specified in such RBI approval. Applications not complying with conditions of the approval/not accompanied by such approvals are liable to be rejected. NRs being Renouncees, including FIIs, shall not be eligible to apply for any additional Rights Equity Shares and in the event an application is made for such additional Rights Equity Shares, the same will be liable to be rejected. Any renunciation by or in favour of an non-resident other than as stated above is subject to the renouncer(s)/renouncee(s) obtaining the approval and/or permission of the RBI under FEMA and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid approvals are liable to be rejected. By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, erstwhile Overseas Corporate Bodies (OCBs) have been derecognized as an eligible class of Investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, Accordingly, the Eligible Shareholders of our Company who do not wish to subscribe to the Rights Equity Shares being offered but wish to renounce the same in favour of Renouncee shall not renounce the same (whether for consideration or otherwise) in favour of erstwhile OCB(s). The RBI has, however, clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that erstwhile OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated Non-Resident entities in terms of Regulation 5(1) of RBI Notification No. 20/ 2000-RB dated May 3, 2000 under the FDI Scheme with the prior approval of Government if the investment is through Government Route and with the prior approval of the RBI if the investment is through the automatic route on case by case basis. Equity Shareholders renouncing their rights in favour of erstwhile OCBs may do so provided such Renouncee obtains a prior approval from the RBI. On submission of such approval to us at our Registered Office, the erstwhile OCB shall receive the Abridged Letter of Offer and the CAF. Part A of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this will render the application invalid. Submission of the CAF to the Banker to the Issue at its collecting branches specified on the reverse of the CAF with the form of renunciation (Part B of the CAF) duly filled in shall be the conclusive evidence for our Company of the fact of renouncement to the person(s) applying for Equity Shares in Part C of the CAF for the purpose of Allotment of such Rights Equity Shares. The Renouncees applying for all the Rights Equity Shares renounced in their favour may also apply for additional Rights Equity Shares. Part A of the CAF must not be used by the Renouncee(s) as this will render the application invalid. Renouncee(s) will have no right to further renounce any Rights Equity Shares in favour of any other person. The right of renunciation is subject to the express condition that our Board shall be entitled in its absolute discretion to reject the application from the Renouncees without assigning any reason thereof. Procedure for renunciation To renounce all the Rights Equity Shares offered to an Eligible Shareholder in favour of one Renouncee If you wish to renounce your Rights Entitlement indicated in Part A, in whole, please complete Part B of the CAF. In case of joint holding, all joint holders must sign Part B of the CAF. The person in whose favour renunciation has been made should complete and sign Part C of the CAF. In case of joint Renouncees, all joint Renouncees must sign Part C of the CAF. To renounce in part/or renounce the whole to more than one person(s) If you wish to either (i) accept this offer in part and renounce the balance, or (ii) renounce your entire Rights Entitlement in favour of two or more Renouncees, the CAF must be first split into requisite number of forms. Please indicate your requirement of SAFs in the space provided for this purpose in Part D of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for SAFs as provided herein. On receipt of the required number of SAFs from the Registrar, the procedure as mentioned in paragraph above shall have to be followed. In case the signature of the Eligible Shareholder(s), who has renounced the Rights Equity Shares, does not match with the specimen registered with our Company/ Depositories, the application is liable to be rejected. 10

11 Renouncee(s) The person(s) in whose favour the Rights Equity Shares are renounced should fill in and sign Part C of the CAF and submit the entire CAF to the Banker to the Issue or any of the collection branches as mentioned on the reverse of the CAFs on or before the Issue Closing Date along with the Application Money in full. Renunciation under the ASBA Process ASBA Investors can neither be Renouncees, nor can renounce their Rights Entitlement. Additional Equity Shares An Eligible Shareholder is eligible to apply for additional Equity Shares over and above the number of Equity Shares that such an Eligible Shareholder is entitled to, provided that the Eligible Shareholder is eligible to apply for the Equity Shares under applicable law and has applied for all the Equity Shares (as the case may be) offered without renouncing them in whole or in part in favour of any other person(s). Where the number of additional Equity Shares applied for exceeds the number available for Allotment, the Allotment would be made as per the Basis of Allotment in consultation with the Designated Stock Exchange. Applications for additional Equity Shares shall be considered and Allotment shall be made at the sole discretion of the Board, in consultation with the Designated Stock Exchange and in the manner prescribed under Terms of the Issue Basis of Allotment on page 202 of the Letter of Offer. If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional Equity Shares in Part A of the CAF. The Renouncee applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Subscription to the Issue by the Promoters and Promoter Group The Promoters and members of the Promoter Group of our Company (except Star Line Leasing Limited), have, by way of their letter dated August 9, 2016, undertaken to (a) subscribe, on their own account, to the full extent of their Rights Entitlement; or (b) subscribe, on their own account, to part of their Rights Entitlement and renounce the remaining Rights Entitlement to another Promoter or member of the Promoter Group of our Company; or (c) renounce, in entirety, their respective Rights Entitlement to another Promoter or member of the Promoter Group of our Company. Furthermore, to the extent that the Promoters and members of the Promoter Group of our Company (except Star Line Leasing Limited) are Renouncees, they have undertaken to subscribe, on their own account to, the full extent of any Rights Entitlement renounced in their favour by any other Promoter or member of the Promoter Group of our Company. In addition to the above, Star Line Leasing Limited, a member of the Promoter Group, has, by way of its letter dated August 9, 2016, undertaken to (a) subscribe to the full extent of its Rights Entitlement; (b) subscribe to the full extent of all any Rights Entitlement renounced in its favour by any other Promoter or member of the Promoter Group of our Company; and (c) subscribe to, either individually or jointly, with any other Promoter or member of the Promoter Group, for additional Rights Equity Shares, including subscribing to any unsubscribed portion in the Issue to the extent of 90% of the Issue. The acquisition of Rights Equity Shares by the Promoters and members of the Promoter Group shall not result in a change of control of the management of our Company. Our Company is in compliance with Regulation 38 of the Listing Regulations and will continue to comply with the minimum public shareholding requirements pursuant to the Issue. Offer Document of last public or rights issue A copy of the offer document of the immediately preceding public issue is available to the public for inspection as a material document at the Registered Office between 10 a.m. and 5 p.m. on all working days from the date of the Letter of Offer until the Issue Closing Date. Ex-rights Price a) The ex-rights price of the Equity Shares as per Regulation 10(4)(b) of the Takeover Regulations is ` 24.09/- per Equity Share. Rights Entitlement Ratio The Rights Equity Shares are being offered on a rights basis to Eligible Shareholders in the ratio of 1Rights Equity Shares for every 1 fully paid-up Equity Shares held on the Record Date. DECLARATION BY THE COMPANY We hereby certify that no statement made in the Letter of Offer contravenes any of the provisions of the Companies Act, the SEBI Act or the rules made thereunder or regulations issued thereunder, as the case may be. We further certify that all the legal requirements connected with the Issue as also the regulations, guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have been duly complied with. We further certify that all disclosures made in the Letter of Offer are true and correct. Place: Ahmedabad Date: November 05,