THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer ( Letter of Offer ) is being sent to you as a Public Shareholder of EICL Limited ( Company ) in respect of the proposed acquisition and delisting of the fully paid-up equity shares having face value of ` 2 ( Rupees Two) each of the Company ( Equity Shares ) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended ( Delisting Regulations ) from the BSE Limited ( BSE ) and the Calcutta Stock Exchange Limited ( CSE ). LETTER OF OFFER EICL LIMITED Registered Office: TC - 79 / 4, Veli,Thiruvananthapuram, Kerala , India; Contact: ; Fax: ; Website: sect@eicl.in; Company Secretary & Compliance Officer: P S Saini; CIN : L26939KL1963PLC From DBH International Private Limited 701, Vikas Deep Building, District Community Centre, Laxmi Nagar, Delhi ; CIN:U74899DL1950PTC Inviting you to tender your fully paid-up Equity Shares of ` 2 (Rupees Two) each of EICL Limited, through the reverse Book Building Process in accordance with the Securities and Exchange Board of India (Delisting of Securities) Regulations, 2009, as amended. Floor Price: ` 41 per Equity Share of face value of ` 2 each You may bid at a price equal to or higher than Floor Price. If you wish to tender your Equity Shares to the Promoter/Acquirer, you should: Read this Letter of Offer and the instructions herein; Complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Letter of Offer; Submit your Bid Form along with: (i) a photocopy of your acknowledged delivery instruction or pledge instruction to your depository participant, as applicable; or (ii) original share certificate(s) along with duly executed share transfer deed(s) as applicable by hand delivery to one of the Bid Centres set out in this Letter of Offer or in case you reside in an area where no Bid Centre is located you may submit your bid by registered post / speed post / courier (at your own cost and risk), clearly marking the envelope EICL Delisting Offer, to Emkay Global Financial Services Limited, The Ruby, 7 th Floor, Senapati Bapat Marg, Dadar (West),Mumbai (Kind Attention: Mr. Deepak Yadav), latest by 3.00 p.m. on the Bid Closing Date i.e Wednesday, April 23, If you require any clarification in connection with this Letter of Offer, please get in touch with the Manager to the Delisting Offer or the Registrar to the Delisting Offer, details of whom are appearing below Manager to the Delisting Offer Registrar to the Delisting Offer Emkay Global Financial Services Limited SEBI Reg. No.: INM The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai Tel.No.: ; Fax No.: Website: eicl.delisting@emkayglobal.com Contact Person: Mr. Rajesh Ranjan RCMC Share Registry Private Limited SEBI Regn. No.: INR B 106, Sector 2, Noida , Uttar Pradesh, India Tel. No.: ; Fax No.: ID: sectshares@rcmcdelhi.com Website: Contact Person: Mr. Ravinder Dua PROPOSED TIMETABLE FOR THE DELISTING OFFER Activity Day & date Public Announcement by the Acquirer Saturday, April 05, 2014 Specified Date# Friday, April 04, 2014 Dispatch of Letter of Offer and Bid Forms to the Public Shareholders as on Monday, April 07, 2014 Specified Date Bid Opening Date (10:00 AM) Monday, April 21, 2014 Last date for upward revision or withdrawal of Bids (3:00 PM) Tuesday, April 22, 2014 Bid Closing Date (3:00 PM) Wednesday, April 23, 2014 Last date for making the Public Announcement of Discovered Price / Exit Price and Tuesday, May 06, 2014 Acquirer s acceptance /rejection of Discovered Price / Exit Price Last date for payment of consideration for the Offer Shares to be acquired in case of a successful Delisting Offer Thursday, May 08, 2014 Last date for return Equity Shares to Public shareholders in case of Bids not being Thursday, May 08, 2014 Accepted/Failure of the Delisting Offer # Specified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the Letter of Offer will be sent. However, all Public Shareholders (registered or unregistered) of the Equity Shares are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date

2 INDEX Sr. No. Section Page Number 1 BACKGROUND OF THE DELISTING OFFER 4 2 NECESSITY AND THE OBJECTS OF THE DELISTING OFFER 5 3 BACKGROUND OF THE ACQUIRER 5 4 BACKGROUND OF THE COMPANY 5 5 POST DELISTING CAPITAL STRUCTURE 6 6 STOCK EXCHANGES FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE 7 DELISTED 7 INFORMATION REGARDING STOCK MARKET DATA 7 8 DETERMINATION OF FLOOR PRICE 7 9 DETERMINATION OF DISCOVERED PRICE AND EXIT PRICE 8 10 CONDITIONS OF THE DELISTING OFFER 8 11 DATES OF OPENING AND CLOSING OF BID PERIOD 8 12 ELIGIBLE SHAREHOLDERS 8 13 DETAILS OF TRADING MEMBER, BIDDING CENTRES AND BIDDING 9 PROCEDURES 14 DETAILS OF ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN PROCEDURE FOR SETTLEMENT STATUTORY AND REGULATORY APPROVALS DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR 12 SUCCESS OF THE DELISTING OFFER 18 TAX DEDUCTED AT SOURCE CERTIFICATION BY THE BOARD DISCLAIMER CLAUSES OF THE STOCK EXCHANGES COMPLIANCE OFFICER MANAGER TO THE DELISTING OFFER REGISTRAR TO THE DELISTING OFFER GENERAL DISCLAIMER 14 ENCLOSURES: BID FORM, BID REVISION / WITHDRAWAL FORM - 2 -

3 ABBREVIATIONS & DEFINITIONS TERM DEFENITION Acquirer/ Promoter DBH International Private Limited one of the promoter of EICL Limited who is making this delisting offer Bid Offer by a Public shareholder to Tender their equity shares to the Acquirer by submitting a duly signed Bid Form at the relevant bid centre during the Bid Period Bid Centres The centres where Bid can be submitted as listed in Paragraph 13.2 of this letter of Offer Bid Letter/LoF This Letter of Offer Bid Period Bid opening date to Bid Closing Date Bid Opening Date April 21, 2014 the date on which the bidding period commences BSE BSE Limited CDSL Central Depository Services (India) Limited Client ID Client Identification Number Company/EICL EICL Limited CSE The Calcutta Stock Exchange Limited Delisting Offer Offer made by Acquirer to the public shareholders in accordance with the delisting Regulations Discovered Price Minimum price payable by the Acquirer for the Offer Shares it intends to acquire pursuant to the Offer, as determined in accordance with the SEBI Regulations, being the price at which the maximum numbers of Offer Shares are tendered Delisting Securities and Exchange Board of India (Delisting of Equity Shares ) Regulations, Regulations 2009, as amended from time to time Depository The instruction from a Public Shareholder to the depository participant to Participant credit/pledge Offer Shares to the Special Depository Account Instruction /DIS DP ID Depository Identification Number Exit Price The price finally accepted or offered by the Acquirer (which may be the Discovered Price or a price higher than the Discovered Price) Floor Price The price of `41( Rupees Forty One) per Offer Share as determined in accordance with the SEBI Regulations Special Depository The account of the Manager to which the Offer Shares which are dematerialised Account must be credited or pledged prior to submission of Bids, details of which are set out in paragraph 13.4 of this Offer Letter Public Statutory public announcement published on April 5, 2014 in Business Standard Announcement/PA English (all editions), Business Standard Hindi (all editions) Navshakti Marathi (Mumbai edition) and Kalantar Patrika (Kolkata edition) NSDL National Securities Depository Limited Public Shareholders/ All shareholders of the company except Promoters and the promoter group Eligible Shareholders Registrar RCMC Share Registry Private Limited Stock Exchanges BSE & CSE Trading Member Emkay Global Financial Services Limited Physical Shares Offer Shares that are not in dematerialised form Physical Public Shareholders who hold Offer Shares in physical form Shareholders Minimum Offer Equity Share, representing 12.08% of the Equity Share Capital of the Share Company which are required to be tendered for success of this delisting offer Offer Share 1,11,01,410 Equity Shares, representing 22.08% of the Equity Share Capital of the Company held by Eligible Shareholders which Acquirer is seeking to acquire Promoters DBH International Private Limited, Karun Carpets Private Limited,Karan Thapar, B M Thapar, Sulochana Thapar RBI Reserve Bank of India SEBI Securities and Exchange Board of India Shares/Equity Shares Fully paid-up equity shares having face value of ` 2 ( Rupees Two) each of the Company UID Unique Identification Number of the Bid working day working days of SEBI ` Indian Rupee - 3 -

4 Dear Shareholder(s) Invitation to tender Shares held by you in the Company to the Acquirer in accordance with Delisting Regulations The Acquirer is pleased to invite you to tender, on the terms and subject to the conditions set out below, Shares held by you in the Company pursuant to the Delisting Regulations 1. BACKGROUND OF THE DELISTING OFFER 1.1 The paid-up equity share capital of the Company is `10,05,52,026 ( Equity Share Capital ) comprising of 5,02,76,013 fully paid-up equity shares having face value of `2 each ( Equity Shares ). The Equity Shares are listed on the BSE Limited ( BSE or Stock Exchange ) and The Calcutta Stock Exchange Limited ( CSE ) (together Stock Exchanges ). 1.2 As on the date of this PA, the Promoters holds 3,91,74,603 equity shares representing 77.92% of the Equity Share Capital of the Company of which the Acquirer holds 2,56,58,240 Equity Shares, representing 51.03% of the Equity Share Capital of the Company. 1.3 The Acquirer seeks to acquire upto 1,11,01,410 Equity Shares, representing 22.08% of the Equity Share Capital of the Company ( Offer Shares ) from the Public Shareholders. 1.4 On April 29, 2013, the Acquirer informed the Company of its intention to make the Delisting Offer to the Company ( Delisting Proposal ) and requested the board of directors of the Company ( Board ): (i) to convene a meeting of Board of Directors to consider and approve the delisting proposal, and upon the Board so approved, immediately inform the Stock Exchange of such consideration and approval, in accordance with Regulation 8(1)(a) of the Delisting Regulations; (ii) take requisite steps to obtain the prior approval of public shareholders of EICL, to the delisting proposal by a special resolution passed through Postal Ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations; (iii) seek in principle approval from the Stock Exchanges as per regulation 8(1)(c) of the Delisting Regulations; and (iv) to take all such actions or measures as may be necessary to implement the proposal. 1.5 The Board, at its meeting held on May 03, 2013, approved the Delisting Proposal received from the Acquirer, subject to the Acquirer complying with all applicable laws, including the Delisting Regulations. In this regards, a special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on June 7, 2003, approving the proposed Delisting Proposal of the equity shares of the Company from the Stock Exchange pursuant to the Delisting Regulations. The votes casted by the Public Shareholders in favour of the proposed Delisting Proposal were more than 2 times the number of votes casted by Public Shareholders against it and accordingly, the conditions stated in Regulation 8(1)(b) of the Delisting Regulations stands satisfied. 1.6 On June 4, 2013, the Hon ble Whole Time Member of the Securities and Exchange Board of India ( SEBI ) issued an order (Ref no: WTM/PS/08/CFD/JUNE/2013) ( First SEBI Order ) - (a) directing the freezing of voting rights and corporate benefits with respect to the excess of proportionate promoter shareholding in the Company, till such time that the Company complied with the minimum public shareholding ( MPS ) norms; (b) prohibiting the promoters and directors of the Company from buying, selling or otherwise dealing in securities of the Company, either directly or indirectly, in any manner whatsoever, except for the purpose of complying with the MPS norms, till such time that the Company complied with the MPS norms; and (c) restraining the directors of the Company from holding any new position as a director in any listed company, till such time that the Company complied with the MPS norms. 1.7 On January 29, 2014, the Hon ble Whole Time Member of SEBI issued an order (Ref no: WTM/PS/71/CFD/ JAN/2014) (i.e. the Second SEBI Order) (i) modifying the First SEBI Order to the extent that that it shall not hinder the already commenced voluntary delisting process initiated by the Company, EICL Limited and that M/s DBH International Pvt. Limited (promoter of the Company) shall be permitted to buy the equity shares from the public shareholders as part of the delisting offer and that the Company shall endeavor to complete the delisting process by June 06, 2014; (ii) stating that the directions contained in paragraph 17(b) of the First SEBI Order would be re-imposed/revived immediately in case the delisting process of the Company was not successful by June 06, 2014; and (iii) that the directions contained in paragraphs 17(a), (c) and (d) of the First SEBI Order would continue till such time that the Company was delisted or till the time the Company became compliant with the MPS norms. 1.8 The BSE & CSE have issued their in-principle approvals for the Delisting Proposal, subject to compliance with the Delisting Regulations, through their letters dated March 20, 2014 & March 31, 2014 respectively. 1.9 A Public Announcement has been issued by Acquirer on April 5,2014 in the following newspapers as required under Regulation 10(1) of the Delisting Regulations: - 4 -

5 Newspaper Language Editions Business Standard English All Editions Business Standard Hindi All Editions Navshakti Marathi Mumbai Kalantar Patrika Bengali Kolkata 1.10 Modification to the PA, if any will be notified by issuing Corrigendum in all the aforementioned newspaper. 2. NECESSITY AND THE OBJECTS OF THE DELISTING OFFER 2.1 The objectives of the Acquirer in making delisting proposal are : i the successful delisting offer would result in obtaining full ownership of the Company; ii the delisting offer, if successful, would offer more flexibility and greater efficiency in the operations and management of the Company to support its future business plans; iii a successful delisting offer will bring the Company outside the purview of conditions for continuous listing, including inter alia, the requirement to maintain a public shareholding of 25% pursuant to the Securities Contract (Regulation) Act, 1956 read with Securities Contract (Regulation) Rules, 1957, as amended from time to time; iv the delisting offer will provide an exit opportunity for the public shareholders of the Company, the Equity Shares of which are presently thinly traded on BSE. 2.2 The Acquirer is of the view that the Delisting Proposal of Equity Shares of the Company from all the Stock Exchanges, is in the best interest of public shareholders as it gives an opportunity to the public shareholders to exit from the Company at a price arrived at by the Book Building Process in accordance with the Delisting Regulations, and will provide liquidity, which is otherwise not available in the Equity Shares of the Company. 2.3 Accordingly, the Acquirer is making this Delisting Proposal to the Public Shareholders of the Company in order to acquire the Offer Shares constituting 22.08% of the Equity Share Capital of the Company and to voluntarily delist the Equity Shares from the Stock Exchange in accordance with the Delisting Regulations. 3. BACKGROUND OF THE ACQUIRER 3.1 The Acquirer was incorporated on January 11, 1950, under the laws of India, with the corporate identification number U74899DL1950PTC The registered office of the Acquirer is located 701, Vikas Deep Building, District Community Centre, Laxmi Nagar, Delhi The Acquirer is holding strategic investment in group companies. 3.3 The shares of the Acquirer are not listed on any stock exchanges. 3.4 Summary of the audited financials of the Acquirer as at the financial year ending 31 March (` in Lakhs) Total Income , , Profit / (loss) Before Tax , , Profit / (loss) After Tax , , Equity Capital Reserves , , Non Current Liabilities , , Current Liabilities Total Equity and Liabilities , , Non Current Assets , , Current Assets , , Total Assets , , BACKGROUND OF THE COMPANY 4.1 EICL Limited, is a public company, limited by shares, incorporated under the Companies Act, with the corporate identification number L26939KL1963PLC002039, and with its registered office located at TC-79/4, Veli, Thiruvananthapuram (Kerala) , India. The Company has changed its name from English Indian Clays Limited to EICL Limited through shareholders approval on June 22, 2012 and has received fresh incorporation certificate on June 27, EICL operates in two business divisions namely Clay and Starch. The Company manufactures and processes China Clay of different grades for use as a coating agent and filling agent. The Company has its clay manufacturing units at Veli and Thonnakkal located in Thiruvananthapuram, Kerala. The Starch Division of the Company has two manufacturing units located at Yamunanagar and Shimoga

6 4.3 The Equity Shares of the Company are listed on BSE and CSE. As on date of this Letter of Offer, the Company has no outstanding instruments or securities which are convertible into the same class of Equity Shares. 4.4 The Company has not raised funds by way of issuance of Equity Shares during a period of five years preceding the date of this Public Announcement. 4.5 Summary of the audited financials of the Company as at the financial year ending 31 March (` in Lakhs) Total Income 42, , , Profit / (loss) Before Tax 1, , , Profit / (loss) After Tax 1, , , Earning Per Share (`) Equity Capital 4, , , Reserves 12, , , Non Current Liabilities 7, , , Current Liabilities 13, , , Total Equity and Liabilities 36, , , Non Current Assets 25, , , Current Assets 11, , , Total Assets 36, , , Further information about the Company may be obtained from its website The authorized share capital of the Company comprises 9,00,00,000 Equity Shares of `2/- each and 30,00,000 Preference Shares of `100/- each. The issued, subscribed and fully paid up share capital comprise of 5,02,76,013 Equity Shares of `2/- each and 30,00,000 11% Cumulative Redeemable Preference Shares of `100/- each ( Preference Shares ). 4.8 The Equity Shares are listed on BSE and CSE and the Preference Shares are not listed on any stock exchanges. 4.9 The shareholding pattern of the Company as of December 31, 2013, was as follows: Particulars No. of shares % Shareholding Promoter and Promoter Group: - Indian 3,91,74, % - Foreign 0 0.0% Total Promoter and Promoter Group 3,91,74, % Public Shareholding - Institutions 29,93, % - Non-Institutions 81,07, % Total Public Shareholding 1,11,01, % Grand Total 5,02,76, % 4.10 As on the date of this Letter of Offer, there are no partly paid-up shares, convertible instruments or stock options or any other instruments that may result in the issuance of Equity Shares by the Company. 5. POST DELISTING CAPITAL STRUCTURE 5.1 The likely post-delisting shareholding pattern of the Company, assuming all the Offer Shares are acquired pursuant to the Offer will be as follows: Particulars No. of Shares % Shareholding Promoter and Promoter Group: Promoters Shareholdings - DBH International Pvt. Ltd - Karun Carpets Private Limited - Karan Thapar - B M Thapar - Sulochana Thapar - 6-3,67,59,650 1,33,99,375 72,000 33,750 11, Total Promoters and Promoter Group 5,02,76, % Grand Total 5,02,76, %

7 6. STOCK EXCHANGES FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED 6.1 The Equity Shares are proposed to be delisted from all the Stock Exchanges in accordance with the Delisting Regulations. The Equity Shares are listed on the BSE and the CSE. The Acquirer is seeking to delist the Equity Shares from the BSE and the CSE. 7. INFORMATION REGARDING STOCK MARKET DATA 7.1 The high, low and average price of the Equity Shares (in ` per share) during the preceding three calendar years on the BSE is as follows: Calendar Year High* Low* Average** Source: BSE website * Closing high / low during the period in per Equity Share ** Average of daily closing prices during the period 7.2 The monthly high and low prices of the Equity Shares (in ` per share) and the trading volume (number of Equity Shares) on the BSE for the six calendar months immediately preceding the date of this Letter of Offer were as follows: Month High* Low* Volume** October ,329 November ,419 December ,041 January ,135 February ,869 March ,558 Source: BSE website * Closing high / low during the period in per Equity Share ** Monthly trading volume 7.3 The Company is not traded on any other stock exchanges. 8. DETERMINATION OF FLOOR PRICE 8.1 As per the explanation to Regulation 15 (2) of the Delisting Regulations, the Equity Shares of the Company are infrequently traded. 8.2 The Acquirer has not acquired any Equity Shares (a) during the twenty six weeks prior to the date on which Stock Exchange was notified of the meeting of the Board of Directors held to consider the Delisting Offer i.e. the twenty six week period prior to May 3, 2013; and (b) between May 3, 2013 and the date of the Offer Letter. 8.3 B.S.M. Associates, Chartered Accountant having its offices at 417, World Trade centre, 4th Floor, Barber Road, Commaught Place, New Delhi appointed by Acquirer to prepare a valuation report in respect of the Equity Shares of the Company has, by its report dated April 27, 2013 arrived at a fair value of `40.89 per Equity Share. 8.4 Therefore, in accordance with Regulation 15(3) of the Delisting Regulations, the Promoter has determined that `41 (Rupees Forty One) (the Floor Price), to be the Floor Price for purposes of the Delisting Offer. 8.5 The Floor Price should in no way be construed as: a. ceiling or maximum price for the purposes of the Book Building Process under the Delisting Regulations, and the Public Shareholders are free to tender their Offer Shares at any price higher than the Floor Price or; b. a commitment by the Promoter (Acquirer) to acquire all or any Equity Shares tendered in the delisting proposal if the Discovered Price arrived at under the Delisting Regulations is higher than the floor price of `41 (Rupees Forty One) per Equity Share or; c. a restriction on the Acquirer to subsequently approve an acquisition of the Offer Shares from the Public Shareholders at a price in excess of the Floor Price

8 9. DETERMINATION OF DISCOVERED PRICE AND EXIT PRICE 9.1 All Public Shareholders may tender their Equity Shares during the Bid Period 9.2 In accordance with the Delisting Regulations, the minimum price per Equity Share payable by the Acquirer for the Offer Shares it acquires pursuant to the Delisting Offer, as determined in accordance with the Delisting Regulations, will be the price at which the maximum number of Offer Shares are validly tendered pursuant to the Book Building Process in the manner as specified in Schedule II of the Delisting Regulations ( Discovered Price ). 9.3 The Acquirer is under no obligation to accept the Discovered Price. If the Acquirer does not accept the Discovered Price, when the Discovered Price is higher than the Floor Price, or does not offer a price higher than the Discovered Price, the Acquirer will have no obligation to acquire the Offer Shares validly tendered in the Delisting Offer and the Delisting Offer will be withdrawn. 9.4 The Acquirer may, in its sole and absolute discretion, accept the Discovered Price for the Offer Shares. Alternatively, the Acquirer may, in its sole discretion, offer to pay a price higher than the Discovered Price for the Offer Shares. The price so accepted or offered by the Acquirer is referred to in the Public Announcement as the Exit Price. If the Acquirer accepts the Discovered Price or offers a higher Exit Price, the Acquirer will acquire all Offer Shares, which have been tendered at prices up to and equal to the Discovered Price or the higher Exit Price, for a cash consideration equal to the Discovered Price or the higher Exit Price, as the case may be, for each such Offer Share. 9.5 The Acquirer will announce its decision to reject the Discovered Price or offer the Exit Price (if any) in the same newspapers in which the Public Announcement has appeared, in accordance with the timetable set out in this Letter of offer. 10. CONDITIONS OF THE DELISTING OFFER 10.1 The acquisition of Offer Shares by the Acquirer and the delisting of the Equity Shares of the Company are conditional upon: a. the Acquirer deciding in its sole and absolute discretion to accept the Discovered Price or offer an Exit Price higher than the Discovered Price and making the Second Public Announcement; b. a minimum number of 60,73,809 (Sixty lakhs Seventy three thousand Eight hundred and Nine) ( Minimum Offer Share ) Equity Shares being validly tendered at prices up to or equal to the Exit Price so that the post offer shareholding of the Promoters and promoter group in the Company to reaches to a minimum of 90% of the Equity Capital; c. there being no amendments to the Delisting Regulations or other applicable laws or regulations or conditions imposed by any regulatory / statutory authority / body or order from a court or competent authority which would, in the sole opinion of the Acquirer, prejudice the Acquirer from proceeding with the Delisting Offer. 11. DATES OF OPENING AND CLOSING OF BID PERIOD 11.1 Public Shareholders may tender their Offer Shares ( Bids ) by submitting a Bid Form (as hereinafter defined) to the relevant Bid Centre (as hereinafter defined) during the Bid Period (as hereinafter defined). The period during which Public Shareholders may tender their Offer Shares to the Trading Member (as hereinafter defined) pursuant to the Book Building Process ( Bid Period ) shall commence at 9:00 AM on Monday, April 21, 2014 ( Bid Opening Date ) and closes at 3:00 PM on Wednesday, April 23, 2014 ( Bid Closing Date ) The Bid Forms (as hereinafter defined) received after 3:00 PM on the Bid Closing Date (i.e., Wednesday, April 23, 2014) will not be considered as valid Bids and shall not be accepted for the purpose of determining the Discovered Price pursuant to the Book Building Process. 12. ELIGIBLE SHAREHOLDERS 12.1 All Public Shareholders are eligible to tender their Offer Shares to the Acquirer during the Bidding Period. Offer Letter containing the necessary forms and detailed instructions, will be despatched to all shareholders as per the timetable provided herein. In the event that some Public Shareholders do not receive, or misplace, their Letter of Offer, they may obtain a copy of the same by writing to RCMC Share Registry Pvt. Ltd (the Registrar to the Delisting Offer ), clearly marking the envelopes EICL Limited Delisting Offer. Alternatively, such Public Shareholders may also obtain copies of Bid Forms at the Bid Centres, or may download the same from the website of the Stock Exchange, the Company, Manager to Offer or Registrar at and respectively

9 13. DETAILS OF TRADING MEMBER, BIDDING CENTRES AND BIDDING PROCEDURES 13.1 Public Shareholders may tender their Offer Shares through an online electronic system, the facility for which will be provided by BSE. In this regard, the Acquirer has appointed a trading member to facilitate the lodging of Bids by and on behalf of the Public Shareholders ( Trading Member ). The name and address of the Trading Member is Emkay Global Financial Services Limited, The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai , Maharashtra; Tel. No: , Fax: , Contact Person Deepak Yadav, eicl.delisting@emkayglobal.com The details of centres of the Trading Member where the Bids shall be submitted by hand delivery ( Bid Centres ) are as follows: S.no. Bid Centre Address of Trading Member Contact Details 1 Ahmedabad 201, 2nd Floor, Circle P Bldg., Above Honest Restaurant, Prahladnagar Rd,Sg Highway, Ahmedabad Bangalore 417, Ragavendra Complex, 1st Floor, 10th Main, 4th Block, Jayanagar, Bangalore Chennai No.3, Pearl Glow, 3rd Floor, Vijaya Raghava Chari Road,T. Nagar, Chennai Cochin 28/3330,1 ST Flr,Sajma Complex,SA RD, opp Federal Bank,Kadavanthra, Cochin Hyderabad 7/1/58,201 A Iind Flr,Surekha Chamber, Greenlands, Ameerpet, Hyderabad Indore 308 D. M Tower, 3 Rd Floor, Janjirwala Square, Near 56 Shop, Palasia, Indore Jaipur City Corporate, Office No , 4th Floor, D-3,Malviya Marg, C-Scheme, Jaipur Kolkata Kankaria Estate, 6 Little Russell Street, 6th Floor, Kolkata Mumbai Shop No.9-10, Avinash Co-Op Andheri Hsg.Soc, 7 Bunglows, J.P.Road, 10 Mumbai - Dadar 11 Mumbai - Mulund Andheri-(West), Mumbai The Ruby, 7th Floor, South East Wing. Senapati Bapat Marg, Dadar(W), Mumbai Shop No 18-20, Maruti Arcade Premises Co-OP Society Ltd, Opp Kalra Shukla Classes, J N Road Mulund (W), Mumbai New Delhi 612, 6th Floor, Ashoka Estate, 24 Barakhamba Road, Delhi Pune Pancharatna Complex, Office No,5,First Floor, Karve Road, Pune Surat C-225,1.T.C Building, Maguragate, Surat Mr. Siril Vora ;Tel: emkay.ahmedabad@emkayglobal.com Mr. Alex Varkey;Tel: jayanagar.bangalore@emkayglobal.com Mr. Rajeev Singh;Tel: chennai@emkayglobal.com Mr. Dharesh Pai;Tel: kadavanthra.cochin@emkayglobal.com Mr. Anil Kumar M.;Tel: emkay.hyderabad@emkayglobal.com Ms. Archana Acharya ;Tel: indore@emkayglobal.com Mr. Amit Khatri;Tel: /20 emkay.jaipur@emkayglobal.com Mr. Suhas Adhikari ;Tel: kolkataro@emkayglobal.com Mr. Bhikhu Panchal;Tel: / 22 bhikhu.panchal@emkayglobal.com Mr. Sandeep Sanglikar;Tel: sandeep.sanglikar@emkayglobal.com Mr. V. Muruganandham;Tel: /55 mulund@emkayglobal.com Mr. Nitin Chittora;Tel: , riskdelhi@emkayglobal.com Mr. Sachin Yeole;Tel: pune.karveroad@emkayglobal.com Mr. Ashish P. Jariwala ;Tel: emkay.surat@emkayglobal.com 13.3 The Public Shareholders may submit their Bids by completing the bid forms accompanying their Letter of Offer ( Bid Forms ) and submitting these Bid Forms to the Trading Member at any of the Bid Centres set out above by hand delivery on or before Bid Closing Date. Bid Forms submitted by hand delivery must be delivered to the Bid Centres on working days during 09:00 AM to 3:00 PM The Manager to the Delisting Offer has opened a special depository account with Emkay Global Financial Services Limited a depository participant of CDSL (the Special Depository Account ), details of which are as follows: - 9 -

10 Account Name Emkay EICL Delisting Escrow account Depository participant Emkay Global Financial Services Limited DP ID Client ID Depository CDSL 13.5 In order for Bid Forms to be valid, the Public Shareholders, who hold Equity Shares in dematerialized form and who wish to participate in the Book Building Process, should transfer their Offer Shares from their respective depository accounts to the Special Depository Account. A photocopy of the delivery instructions or counterfoil of the delivery instructions submitted to the depository participant of the Public Shareholder s depository account and duly acknowledged by such depository participant crediting Public Shareholder s Equity Shares to the aforesaid Special Depository Account should be attached to the Public Shareholder s Bid. Alternatively, Public Shareholders who hold Offer Shares in dematerialized form, may mark a pledge for their Offer Shares to the Manager to the Delisting Offer in favour of the Special Depository Account prior to the submission of their Bids, and enclose a photocopy of the pledge instruction to their depository participant with the due acknowledgment by such depository participant, along with the Bid Form All transfers should be in OFF MARKET MODE. Public Shareholders wishing to tender their Offer Shares at more than one price will be required to submit separate Bid Forms and separate Depository Participant Instructions in respect of the Offer Shares tendered at each price Public Shareholders who hold their Offer Shares through NSDL will have to execute an inter-depository delivery instruction for the purpose of crediting their Offer Shares in favour of the Special Depository Account of the Trading Member It is the responsibility of the Public Shareholders to ensure that their Offer Shares are credited or pledged to the Special Depository Account on or before 3:00 PM on the Bid Closing Date In order for Bid Forms to be valid, Public Shareholders who hold Offer Shares in physical form, must have submitted the Bid Form along with the duly executed share transfer deed(s) and original share certificate(s) either by hand delivery or by registered post or by Courier (at own cost and risk) such that these are received by the Trading Member before 3:00 PM on the Bid Closing Date It is the sole responsibility of the Public Shareholders to ensure that their Offer Shares are credited to or pledged in favour of the Special Depository Account (or in the case of physical shares, deposited with the Trading Member) on or before 3.00 p.m. on the Bid Closing Date. The Offer Shares may be transferred to the Special Depository Account (or in the case of physical shares, mailed to the Trading Member) during the period from the date of the Public Announcement till the Bid Closing Date All Public Shareholders may submit Bids by completing the Bid Forms accompanying this Offer Letter and submitting the Bid Forms to the Trading Member at any of the Bid Centres set out below in paragraph 13.2 during the Bidding Period Public Shareholders (in particular those Public Shareholders who are resident in areas where no Bid Centres are located) may also submit their Bids by registered post or courier (at their own risk and cost) so as to ensure that their Bids are delivered to the following address on or before the prescribed time on the Bid Closing Date: Mr. Deepak Yadav, Emkay Global Financial Services Limited, The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai , Maharashtra;. Equity Shares should not be tendered to the Manager to the Offer or the Registrar to the Offer or to the Acquirer or to the Company. If the duly filled Bid Forms arrive before the Bid Period starts, the Bids will still be valid, and however, the Trading Member will not submit the Bid until the commencement of the Bid Period It shall be the responsibility of the Public Shareholders tendering in the Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals) if any, prior to tendering in the Offer and the Acquirer shall take no responsibility for the same. On receipt of the Offer Shares in the Special Depository Account of the Trading Member, the Acquirer shall assume that the Public Shareholders have submitted their Bid only after obtaining applicable approvals, if any. The Acquirer reserves the right to reject those Bids which are submitted without a copy of such required approvals being attached The international securities identification number (ISIN) for the Equity Shares of the Company is: INE267F The Offer Shares to be acquired under this Delisting Offer are to be acquired free from all liens, charges and encumbrances and together with all rights attached thereto. The Offer Shares that are subject to any liens, charges or encumbrances or are a subject matter of litigation are liable to be rejected Paragraph 5 of Schedule II of the Delisting Regulations provides that the Public Shareholders, who have tendered their Offer Shares by submitting Bids pursuant to the terms of the Public Announcement and this Letter of Offer, may withdraw or revise their Bids upwards not later than One (1) day before the Bid Closing Date. Downward revision of Bids shall not be permitted. Any such request for revision or withdrawal of the Bids can only be exercised by submitting the Bid Revision / Withdrawal Form ( Bid Revision Form ) to the same Trading Member and the same Bid Centre through whom the original Bids were submitted so as to

11 reach such Trading Member on or before 3:00 PM as on One (1) day prior to the Bid Closing Date. Please note that the Bid Revision Form for withdrawal or revision of Bids will not be accepted at other Bid Centres. 14. DETAILS OF ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN 14.1 The estimated consideration payable, being the Floor Price of `41 (Rupees Forty one) per Equity Share multiplied by the number of Offer Shares outstanding with the Public Shareholders is `45,51,57,810 (Rupees Forty Five Crores Fifty One Lakhs Fifty Seven thousand and Eight Hundred Ten) (as may be increased from time to time, the Escrow Amount ) In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, the Acquirer, the Manager to the Delisting Offer and Indusind Bank Limited, acting through its branch presently situated at New Delhi (the Escrow Bank ), have entered into an escrow agreement dated March 19, 2014, pursuant to which the Acquirer has opened an escrow account in the name of EICL LIMITED DELISTING OFFER ESCROW ACCOUNT, with the Escrow Bank (the Escrow Account ) and the Acquirer deposited `26,00,00,000 (Rupees Twenty Six Crores) in cash (the Cash Deposit ) on which a lien marked in favor of the Merchant Banker on this Cash Deposit), and `20,00,00,000 (Rupees Twenty Crores) through bank guarantee in favor of Merchant Banker, totaling to `46,00,00,000 (Rupees Forty Six Crores) ( Escrow Consideration ),which is more than the estimated consideration payable as calculated in paragraph above Following the determination of the Discovered Price, and the issuance of the public announcement under Regulation 18, the Acquirer will comply with the requirements of Regulation 11(2) of the Delisting Regulations and deposit such amount to the Escrow Account as may be required under the Delisting Regulations In the event that the Acquirer accepts the Discovered Price as the Exit Price or offers a higher Exit Price, the Acquirer shall deposit such additional amount to the Escrow Account (and the definition of Escrow Amount shall be deemed to include such increase, if any) as may be required to acquire all of the Equity Shares validly tendered in the Offer at the Exit Price. 15. PROCEDURE FOR SETTLEMENT 15.1 If the Acquirer accepts the Discovered Price or offers the higher Exit Price and all other conditions attaching to the Offer are satisfied, the Acquirer shall acquire all Offer Shares that have been tendered at prices up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share. For this purpose, Acquirer will open a special account and transfer thereto, the entire amount due and payable as consideration in respect of the Offer Shares accepted under the Offer The Acquirer shall make the payments (after deduction of tax at source) to all Public Shareholders who have validly tendered their Offer Shares at or below the Exit Price within ten working days from the Bid Closing Date by way of a crossed account payee cheque/ demand draft /any applicable mode of electronic payment settlement (i.e. national electronic funds transfer / real time gross settlement system / national electronic clearing services). All payments will be made in the name of the first holder, in case of joint holder(s). Dispatches will be made by registered post at the Public Shareholder s sole risk Within ten working days from the Bid Closing Date, share certificates for any invalid Bid or any Bid in excess of the Exit Price, will be dispatched to the tendering Public Shareholders by registered / speed post at such Public Shareholders sole risk. Offer Shares held in dematerialized form for any invalid Bid or any Bid in excess of the Exit Price will be credited back to the respective beneficiary account with their respective depository participants as per the details furnished by the beneficial owners in the Bid Form Additionally, if and once the Offer Shares have been delisted, all Public Shareholders whose Offer Shares have not been acquired by the Acquirer may offer their Offer Shares to the Acquirer at the Exit Price for a period of one year following the date of the delisting. A separate offer letter in this regard will be sent to Public Shareholders who have not tendered their Offer Shares in the Offer. Such Public Shareholders will be required to submit the required documents to the Registrar to the Offer within the stipulated time If the Acquirer does not accept the Discovered Price or offer an Exit Price or in case Delisting Offer fails, all Offer Shares tendered/pledged in the Special Depository Account and/or Physical Shares shall be returned/released from pledge as soon as is practicable to the relevant Public Shareholders. 16. STATUTORY AND REGULATORY APPROVALS 16.1 The Public Shareholders of the Company have accorded their consent by way of special resolution passed through postal ballot, results of which were declared on June 7, 2013, in respect of delisting of Equity Shares from the BSE and CSE, in accordance with the Delisting Regulations BSE and CSE have given its in-principle approval for delisting of Equity Shares from its exchange vide its letter dated March 20, 2014 & March 31, 2014 respectively

12 16.3 In terms of RBI Circular No.: RBI/ /247 [A.P. (DIR Series) Circular No. 43] dated November 04, 2011, prior approval of RBI is not required for transfer of Equity Shares from Non Resident to Resident pursuant to delisting offer, if the pricing of the Equity Shares is computed as per Delisting Regulations On January 29, 2014, the Hon ble Whole Time Member of SEBI issued an order (Ref no: WTM/PS/71/CFD/ JAN/2014) (i.e. the Second SEBI Order) (i) modifying the First SEBI Order to the extent that that it shall not hinder the already commenced voluntary delisting process initiated by the Company, EICL Limited and that M/s DBH International Pvt. Limited (promoter of the Company) shall be permitted to buy the equity shares from the public shareholders as part of the delisting offer and that the Company shall endeavor to complete the delisting process by June 06, 2014; (ii) stating that the directions contained in paragraph 17(b) of the First SEBI Order would be re-imposed/revived immediately in case the delisting process of the Company was not successful by June 06, 2014; and (iii) that the directions contained in paragraphs 17(a), (c) and (d) of the First SEBI Order would continue till such time that the Company was delisted or till the time the Company became compliant with the MPS norms To the best of the Acquirer/ Promoter knowledge, no other statutory or regulatory approval is required to acquire the Equity Shares by the Acquirer. If any other statutory or regulatory approval becomes applicable and if, for obtaining such approvals certain conditions are imposed, which the Acquirer/ Promoter consider in their sole discretion to be onerous, then the Acquirer/ Promoter reserve the right not to proceed with the Delisting Offer It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering the Offer Shares held by them in the Delisting Offer, and the Acquirers/ Promoters shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Bid Form, wherever applicable. 17. DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE DELISTING OFFER 17.1 As per Regulation 17 of the Delisting Regulations, the Delisting Offer made shall be deemed to be successful if post the offer, the shareholding of the Promoter taken together with the Offer Shares accepted in the Book Building Process at or below the Exit Price, reaches at least 45,248,412 (Four Crores Fifty Two Lakhs Forty Eight Thousand Four Hundred And Twelve) Equity Shares constituting atleast 90% of the Equity Capital of the Company. 18. TAX DEDUCTED AT SOURCE 18.1 All the Public Shareholders would be either classified as resident or non-resident, determined on the basis of criteria laid down in Section 6 of the Income Tax Act, 1961 ( IT Act ). Tax withholding for resident Public Shareholders and non-resident Public Shareholders are mentioned as under Withholding tax for Public Shareholders being Tax Residents of India a. No Tax will be deducted at source for Public Shareholders who are tax residents of India. Resident Public Shareholders must specify the details requested in the Bid Form, including but not limited to their Residential Status 18.3 Withholding tax for Public Shareholders who are not Tax Residents of India; a. As per the provisions of Section 195(1) of the IT Act, any person responsible for paying to a non-resident any sum chargeable to tax is required to deduct tax at source (including cess & surcharge as applicable). Since, the consideration payable under the Delisting Offer would be chargeable to capital gains under Section 45 of the IT Act, the Acquirer will need to deduct tax at source (including cess & surcharge as applicable) at the applicable tax rate on the entire consideration payable to the following categories of Public Shareholders, who are not tax residents of India as given below: i. Non-Resident Indians / Overseas Corporate Bodies / Non-Domestic Companies: Acquirer will deduct tax at source at the applicable rates (including applicable cess & surcharge) on the Exit Price as may be applicable on short-term capital gains or business profits or long-term capital gains, as the case may be. ii. Foreign Institutional Investors ( FII ): Acquirer will not deduct tax at source on the Exit Price if the Equity Shares are held on investment / capital account in view of the provisions of Section 196D(2) of the IT Act read with the provisions of Section 115AD of the IT Act. Tax will be deducted at source at the applicable rates (plus cess & surcharge as applicable) on the Exit Price if the Equity Shares are held on trade account or if the FII fails to certify in the bid form that the Equity Shares are held by it on investment / capital account. b. The rate of deduction of tax in the case of non-residents is dependent on several factors. Since the Acquirer does not have in-house information in respect of various non-resident Public Shareholders, such Public Shareholders must specify the details requested in the Bid Form, including but not limited to the following information: i. Residential status of the Public Shareholder;

13 ii. Category to which the non-resident Public Shareholder belongs i.e., Non Resident Indian, Overseas Corporate Body, Non-domestic company, Foreign Institutional Investor, FII other than a company or any other non-resident; iii. Date of acquisition of Equity Shares; iv. Whether the Equity Shares are held on investment account or trading account; v. Whether the shares qualify as long term capital asset or short term capital asset. c. Further, for the purpose of determining whether the capital gains are short-term or long-term, Acquirer shall take the following actions based on the information obtained from the Company i. In the case of Equity Shares held in physical form that are registered with the Company in the name of the Shareholder, the date of registration of the Shares with the Company shall be taken as the date of acquisition. ii. In the case of Equity Shares held in a physical form and where the Shareholder is not the registered Shareholder, the capital gain shall be assumed to be short-term. iii. In the case of dematerialized Shares, the date of credit of the Equity Shares to the Shareholders Demat Account shall be taken as the date of acquisition In case of the documents / information as requested in the Bid Form are not submitted to the Acquirer or the Acquirer considers the documents / information submitted to be ambiguous / incomplete / conflicting, the capital gain shall be assumed to be short-term and Acquirer reserves the right to withhold tax on the gross consideration at the applicable rate If the aforementioned categories of Shareholders require the Acquirer not to deduct tax or to deduct tax at a lower rate or on a lower amount, they would need to obtain a certificate from the Income Tax authorities under Section 195(3) or under section 197(1) of the IT Act, and submit it to the Acquirer while submitting the Bid Form. On failure to produce such certificate from the Income Tax authorities, the Acquirer will deduct tax as aforesaid on the entire consideration, and a certificate in the prescribed form shall be issued to that effect The TDS provisions summarized above are applicable only to those Public Shareholders who have obtained Permanent Account Number ( PAN ) under the IT Act and furnished the same in the Bid Form. A self-attested copy of the PAN card / PAN allotment number is also required to be attached as evidence If PAN is not mentioned in the Bid Form or a self attested copy of PAN card / PAN allotment letter is not attached, in view of Section 206AA of the IT Act, the Acquirer will arrange to deduct tax at the rate of 20% or the rate as may be applicable to the category of the shareholder under the IT Act, whichever is higher Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer and the Manager to the Delisting Offer do not accept any responsibility for the accuracy or otherwise of such advice. Further, the tax laws as mentioned above are based on the prevailing provisions of the IT Act and may undergo change in view of any amendment, if any made in the IT Act. The Acquirer reserves the right to apply the rates for tax withholding, as applicable at the time of payment to shareholders. 19. CERTIFICATION BY THE BOARD The Board of the Company has confirmed that: a. all material information which is required to be disclosed under the provisions of continuous listing requirement under the listing agreements have been disclosed to the Stock Exchanges; and b. The Company has not raised any capital by issuing Equity Shares during the last five year immediately preceding the date of the Public Announcement. 20. DISCLAIMER CLAUSES OF THE STOCK EXCHANGE Disclaimer Clause of the BSE It is to be distinctly understood that the permission given by BSE to use their electronic automated facilities and infrastructure for Online reverse book building facility for delisting of securities should not in any way be deemed or construed that the compliance with various statutory and other requirements by EICL Limited and Emkay Global Financial Services Limited etc. are cleared or approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does BSE have any financial responsibility or liability nor does BSE take responsibility in any way for the financial or other soundness of the Company, its promoters or its management. It is also to be distinctly understood that the approval given by BSE should not in any way be deemed or construed to mean that the PA and the Letter of Offer have been cleared or approved by BSE, nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the announcements, nor does BSE warrant that the securities will be delisted. That every person who desires to avail of the exit opportunity may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE or against the Investor