THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is being sent to you as a registered Equity Shareholder of Jenburkt Pharmaceuticals Limited ( Company ) as on the Record Date in accordance with Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, ( Buyback Regulations ) as amended. If you require any clarifications about the action to be taken, you should consult your stockbroker or investment consultant or the Manager to the Buyback Offer (YES Securities (India) Limited) or the Registrar to the Buyback Offer (Bigshare Services Private Limited). Please refer to the section on Definitions for the definition of the capitalized terms used herein. JENBURKT PHARMACEUTICALS LIMITED CIN: L24230MH1985PLC Regd. Office: Nirmala Apartments, 93, J.P.Road, Andheri (W), Mumbai ID: investor@jenburkt.com, Tel: , Fax: , Website: Contact Person: Ashish Shah, Company Secretary & Compliance Officer CASH OFFER FOR BUYBACK NOT EXCEEDING 2,08,333 (TWO LAKH EIGHT THOUSAND THREE HUNDRED AND THIRTY THREE ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE 10 EACH, REPRESENTING 4.48% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, FROM ALL THE ELIGIBLE SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY REGISTERED AS ON THE RECORD DATE I.E. 10 th NOVEMBER, 2017, ON A PROPORTIONATE BASIS, THROUGH THE TENDER OFFER PROCESS AT A PRICE OF 576 (RUPEES FIVE HUNDRED AND SEVENTY SIX ONLY) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT OF 11,99,99,808 (RUPEES ELEVEN CRORE NINETY NINE LAKH NINETY NINE THOUSAND EIGHT HINDRED AND EIGHT ONLY) (EXCLUDING TRANSACTION COSTS VIZ. BROKERAGE, SECURITIES TRANSACTION TAX, GST, STAMP DUTY, ETC.). 1. The Buyback is in accordance with the provisions contained in Article 58 of the Articles of Association of the Company, Sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act, 2013, (the Act), the Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, the Companies (Management and Administration) Rules, 2014, the Buyback Regulations, as amended from time to time, and other applicable laws, if any. The Buyback is subject to further approval(s) as may be necessary, from time to time from statutory authorities including but not limited to Securities and Exchange Board of India ( SEBI ) and BSE Limited ( Stock Exchange or BSE ). BSE is the only Stock Exchange where Equity Shares of the Company are listed. 2. The Buyback Offer Size is 22.37% of the fully paid-up equity share capital and free reserves as per the audited accounts of the Company for the financial year ended 31 st March, 2017 and is within the statutory limit of 25% of the fully paid-up equity share capital and free reserves as per the last audited accounts of the Company. 3. This Letter of Offer is being sent to all those Eligible Shareholders of Equity Shares of the Company who are registered as such as on the Record Date i.e. Friday, 10 th November, For details of the procedure and methodology for the Buyback, please refer to paragraph 19 of this Letter of Offer. 5. The procedure for tender offer and settlement is set out in paragraph 20 of this Letter of Offer. The Form of Acceptance- cum- Acknowledgement ( Tender Form ) is enclosed together with this Letter of Offer. 6. A copy of the Public Announcement, Draft Letter of Offer and the Letter of Offer (including Tender Form) are / will be available on the website of Securities and Exchange Board of India ( and the Company s website ( 7. Eligible Shareholders are advised to refer to paragraph 17 (Details of Statutory Approvals) and paragraph 21 (Note on Taxation) before tendering their Equity Shares in the Buyback. BUYBACK OPENS ON: WEDNESDAY, 6 TH DECEMBER, 2017 BUYBACK CLOSES ON: TUESDAY, 19 TH DECEMBER, 2017 LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR TO THE BUYBACK OFFER: THURSDAY, 21 ST DECEMBER, 2017 MANAGER TO THE BUYBACK OFFER REGISTRAR TO THE BUYBACK OFFER YES Securities (India) Limited IFC, Tower 1 & 2, Unit no. 602 A, 6th Floor Senapati Bapat Marg, Elphinstone Road Mumbai , India Telephone: Facsimile: jpl.buyback@yessecuritiesltd.in SEBI Registration No.: INM Validity Period: until 2 nd September, 2020 Website: Contact Persons: Mukesh Garg / Pratik Pednekar Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road Marol, Andheri (E), Mumbai Telephone: Facsimile: buyback@bigshareonline.com SEBI Registration No.: INR Validity Period: Permanent Website: Contact Person: Jibu John

2 Table of Contents 1. SCHEDULE OF THE ACTIVITIES OF THE OFFER DEFINITIONS DISCLAIMER CLAUSE TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING DETAILS OF PUBLIC ANNOUNCEMENT DETAILS OF THE BUYBACK AUTHORITY FOR THE BUYBACK NECESSITY OF THE BUYBACK MANAGEMENT DISCUSSION & ANALYSIS OF THE LIKELY IMPACT OF BUYBACK ON THE COMPANY BASIS OF CALCULATING BUYBACK PRICE SOURCES OF FUNDS FOR THE BUYBACK DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN CAPITAL STRUCTURE AND SHAREHOLDING PATTERN BRIEF INFORMATION ABOUT THE COMPANY FINANCIAL INFORMATION ABOUT THE COMPANY STOCK MARKET DATA DETAILS OF STATUTORY APPROVALS DETAILS OF THE COLLECTION CENTRE PROCESS AND METHODOLOGY FOR THE BUYBACK PROCEDURE FOR TENDER OFFER AND SETTLEMENT NOTE ON TAXATION DECLARATION BY THE BOARD OF DIRECTORS AUDITORS CERTIFICATE DOCUMENTS FOR INSPECTION COMPLIANCE OFFICER DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS / BENEFICIAL OWNERS INVESTOR SERVICE CENTRE MANAGER TO THE BUYBACK OFFER DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF OFFER... 36

3 1. SCHEDULE OF THE ACTIVITIES OF THE OFFER Activity Date Day Date of Board Meeting approving the proposal of the Buyback Offer 9 th September, 2017 Saturday Date of declaration of results of postal ballot for special resolution by the Equity Shareholders of the Company, approving the Buyback Offer 27 th October, 2017 Friday Date of Public Announcement for the Buyback Offer 30 th October, 2017 Monday Record Date for determining the Buyback Entitlement and the names 10 th November, 2017 Friday of Eligible Shareholders Date of Opening of the Buyback Offer 6 th December, 2017 Wednesday Date of Closing of the Buyback Offer 19 th December, 2017 Tuesday Last date of receipt of completed Tender Forms and other specified documents including physical share certificates by the Registrar to the 21 st December, 2017 Thursday Buyback Offer Last date of verification by Registrar to the Buyback Offer 28 th December, 2017 Thursday Last date of providing Acceptance/ Rejection to the Stock Exchange by the Registrar to the Buyback Offer 28 th December, 2017 Thursday Last date of settlement of bids on the Stock Exchange 29 th December, 2017 Friday Last date of dispatch of share certificate(s) by Registrar / return of unaccepted demat shares by Stock Exchange to Selling Member & Equity 29 th December, 2017 Friday Shareholders Last date of extinguishment of Equity Shares 5 th January, 2018 Friday Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates. 2. DEFINITIONS This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule, guideline, policy, circular, notification or clarification as amended, modified, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI Buy-back Regulations, the Companies Act, the Depositories Act, and the rules and regulations made thereunder. Acceptance Additional Shares / Additional Equity Shares AOP BSE / Designated Stock Exchange / Stock Exchange Board Meeting Board of Directors / Board BOI Buyback Committee Buyback Entitlement Acceptance of Equity Shares, tendered by Eligible Shareholder(s) in the Buyback Offer Additional Equity Shares tendered by an Eligible Shareholder(s) over and above the Buyback Entitlement of such Equity Shareholder upto the Equity Shares held by such Eligible Shareholder(s) as on the Record Date Association of Persons BSE Limited Meeting of the Board of Directors held on 9 th September, 2017 approving the proposal for the Buyback Offer Board of Directors of the Company Body of Individuals Buyback Committee comprising of Shri Ashish U. Bhuta, Shri Dilip H. Bhuta and Shri Ashish R. Shah, constituted and authorized for the purposes of the Buyback Offer vide Board resolution passed at its meeting held on 9 th September, 2017 The number of Equity Shares that an Equity Shareholder is entitled to tender in the Buyback Offer, based on the number of Equity Shares held by that Equity Shareholder on the Record Date and the ratio of Buyback applicable in the category to which such Equity Shareholder belongs 1

4 Offer by Jenburkt Pharmaceuticals Limited to buyback not exceeding 2,08,333 fully paid-up equity shares of face value 10 each from all the Eligible Buyback Offer/ Buyback/ Offer Shareholders / beneficial owners of Equity Shares of the Company, on a proportionate basis, through the Tender Offer process at a price of 576 per equity share (excluding transactions cost viz. brokerage, securities transaction tax, GST, stamp duty, etc.) Buyback Regulations Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 as amended from time to time CDSL Central Depository Services (India) Limited Closing Date 19 th December, 2017 Companies Act The Companies Act, 2013, as amended Company Jenburkt Pharmaceuticals Limited CAGR Compound Annual Growth Rate Depositories Collectively, National Securities Depository Limited and Central Depository Services (India) Limited DIN Director Identification Number DTAA Double Taxation Avoidance Agreement DIS Delivery Instruction Slip DP Depository Participant Draft Letter of Offer The Draft Letter of Offer dated 6 th November, 2017 filed with SEBI. Eligible Equity Shares means the lower of: Eligible Equity Shares Total number of Equity Shares held by an Equity Shareholder as on the Record Date; or Total number of Equity Shares tendered by an Eligible Shareholder Person(s) eligible to participate in the Buyback Offer and would mean all Eligible Shareholder(s) Eligible equity shareholders / beneficial owner(s) of Equity Shares of the Company as on Record Date i.e. 10 th November, 2017 Equity Shares / Shares Fully paid-up equity shares of face value of 10 each of the Company Equity Shareholder / Shareholder Holders of the Equity Shares of the Company and including beneficial owner(s) of Equity Shares of the Company Escrow Agent YES Bank Limited Escrow Agreement The Escrow Agreement dated 21 st November, 2017 entered into amongst the Company, Manager and Escrow Agent Escrow Account The Escrow Account opened with YES Bank in terms of the Escrow Agreement FEMA Foreign Exchange Management Act, 1999, as amended FII(s) Foreign Institutional Investor(s) FPI(s) Foreign Portfolio Investor(s) Form / Tender Form Form of Acceptance-cum-Acknowledgement FY Financial Year HUF Hindu Undivided Family Income Tax Act Income-tax Act, 1961, as amended This letter of offer dated 24 th November, 2017 to be filed with SEBI, Letter of Offer / Offer Document incorporating comments received from SEBI on the Draft Letter of Offer vide its letter dated 22 nd November, 2017 Ltd. Limited Manager/ Manager to the Buyback Offer YES Securities (India) Limited Non-Resident Shareholders Includes Non-Resident persons and bodies corporate, Non-Resident Indians (NRI), FII(s) and erstwhile OCBs NRI Non Resident Indian being citizens of India or persons of Indian origin (as defined under section 115C of the Income Tax Act) NSDL National Securities Depository Limited OCB Overseas Corporate Bodies Offer Period / Tendering Period Period of ten working days from the date of opening of the Buyback Offer till its closure (both days inclusive) 2

5 Offer Price / Buyback Offer Price Offer Size / Buyback Offer Size Opening Date 6 th December, 2017 Promoters / Promoter Group Public Announcement / PA PAN RBI Record Date Registrar to the Buyback Offer / Registrar SEBI Seller Broker / Seller Member Small Shareholder(s) Tender Offer Transaction Costs TRS 3. DISCLAIMER CLAUSE Price at which Equity Shares will be bought back from the Eligible Shareholders i.e. 576 (Rupees Five Hundred And Seventy Six only) per Equity Share, payable in cash Maximum number of Equity Shares proposed to be bought back (i.e. 2,08,333 Equity Shares of face value of 10 each) multiplied by the Buyback Offer Price (i.e. 576 per Equity Share) aggregating to 11,99,99,808 (Rupees Eleven Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred and Eight Only) (excluding transaction costs viz. brokerage, securities transaction tax, GST, stamp duty, etc.) Promoters, Promoter Group and Persons Acting in concert, including such persons as have been disclosed under the filings made by the Company from time to time under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended Announcement of the Buyback dated 30 th October, 2017, which was published on 31 st October, 2017 Permanent Account Number Reserve Bank of India The date for the purpose of determining the entitlement and the names of the Equity Shareholders, to whom this Letter of Offer will be sent and who are eligible to participate in the Buyback Offer in accordance with Buyback Regulations. Record Date for the Buyback is 10 th November, 2017 Bigshare Services Private Limited Securities and Exchange Board of India A Stock broker (who is a member of the BSE) of an Eligible Shareholder, through whom the Eligible Shareholder wants to participate in the Buyback An Equity Shareholder, who holds Equity Shares of market value not more than two lakh rupees, on the basis of closing price at BSE, as on Record Date i.e. 10 th November, 2017 Method of buyback as defined in Regulation 2(1)(o) of the Buyback Regulations The filing fees payable to the SEBI, Stock Exchange Fees, advisor fees, turnover charges, public announcement publication expenses, printing and dispatch expenses, transaction cost viz. brokerage, applicable taxes such as securities transaction tax, stamp duty, etc., and any other incidental and related expenses. Transaction Registration Slip As required, a copy of this Letter of Offer has been submitted to Securities and Exchange Board of India. It is to be distinctly understood that submission of the Letter of Offer to SEBI should not, in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI, does not take any responsibility either for the financial soundness of the Company to meet the Buyback commitments or for the correctness of the statements made or opinions expressed in this Letter of Offer. The Manager to the Buyback Offer, YES Securities (India) Limited has certified that the disclosures made in this Letter of Offer are generally adequate and are in conformity with the provisions of Companies Act and Buyback Regulations. This requirement is to facilitate investors to take an informed decision for tendering their Equity Shares in the Buyback. It should also be clearly understood that while the Company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in this Letter of Offer, the Manager to the Buyback Offer is expected to exercise due diligence to ensure that the Company discharges its duty adequately in this behalf and towards this purpose, the Manager to the Buyback Offer, YES Securities (India) Limited has furnished to SEBI a due diligence certificate dated 6 th November, 2017 in accordance with the Buyback Regulations which reads as follows: We have examined various documents and materials relevant to the Buyback, as part of the due-diligence carried out by us in connection with the finalization of the Public Announcement and the Draft Letter of Offer. On the basis of such examination and the discussions with the Company, we hereby state that: 3

6 The Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and papers relevant to the Buyback Offer; All the legal requirements connected with the said Buyback Offer including Buyback Regulations, have been duly complied with; The disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge, true, fair and adequate in all material respects for the shareholders of the Company to make a well informed decision in respect of the captioned Buyback Offer; Funds used for Buyback shall be as per the provisions of the Companies Act, 2013, as amended. The filing of the offer document with SEBI, does not, however, absolve the Company from any liabilities under the provisions of the Companies Act as amended or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Buyback. The individual Promoter/ Directors of the Company declare and confirm that no information / material likely to have a bearing on the decision of investors has been suppressed / withheld and / or incorporated in the manner that would amount to mis-statement / misrepresentation and in the event of it transpiring at any point of time that any information / material has been suppressed/ withheld and / or amounts to a mis-statement / mis- representation, the individual Promoter / Directors of the Company and the Company shall be liable for penalty in terms of the provisions of the Companies Act and the Buyback Regulations. The individual Promoter/ Directors of the Company also declare and confirm that funds borrowed from banks and financial institutions will not be used for the Buyback. Disclaimer for persons in foreign countries including U.S. Persons The information contained in this Letter of Offer is exclusively intended for persons who are not U.S. Persons, as such term is defined in Regulation S of the U.S. Securities Act of 1933, as amended, and who are not physically present in the United States of America. This Letter of Offer does not in any way constitute an offer to sell, or an invitation to sell, any securities in the United States of America or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of the information contained in this Letter of Offer are requested to inform themselves about and to observe any such restrictions. 4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING The Buyback through Tender Offer was considered and approved by the Board of Directors of the Company at their meeting held on 9 th September, The extracts of the Board resolution are as follows: QUOTE RESOLVED THAT pursuant to the provisions of Articles 58 of the Articles of Association of the Company and the provisions of Sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act, 2013, as amended ( Companies Act ), applicable rules made thereunder, and in compliance with Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended ( Buyback Regulations ) and other applicable laws, if any, including any amendments, statutory modifications or re-enactments for the time being in force, and subject to all such approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed while granting such approvals, permissions and sanctions by the appropriate authorities, subject to the approval of the shareholders of the Company, the Board hereby approves the buyback by the Company of up to 2,08,333 fully paidup equity shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company ( Equity Shares ) representing up to 4.48% of the paid-up equity shares of the Company at a price of Rs.576/- (Rupees Five Hundred and Seventy Six Only) per Equity Share ( Buyback Price ) payable in cash for an aggregate amount of up to Rs. 12,00,00,000/- (Rupees Twelve Crore Only) ( Buyback Size ), which is equivalent to 22.37% of the fully paid-up equity share capital and free reserves as per the audited balance sheet of the Company for the financial year ended on 31 st March, 2017, on a proportionate basis, through the tender offer route ( Tender Offer ) as prescribed under the Buyback Regulations, from of the shareholders/ beneficial owners who hold Equity Shares as on the record date (will be determined in due course) ( Buyback ). The Buyback Size does not include transactions costs viz. brokerage, applicable taxes such as securities transaction tax, GST, stamp duty, any expenses incurred or to be incurred for the Buyback like filing fees payable to the Securities and Exchange Board of India ( SEBI ), advisors fees, fees and charges payable to BSE Limited (referred as Stock Exchange ), public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses. 4

7 RESOLVED FURTHER THAT all of the shareholders/beneficial owners of the Company who hold Equity Shares as on the Record Date will be eligible to participate in the Buyback including promoters and promoter group of the Company and persons in control to the extent intended by them. RESOLVED FURTHER THAT the reservation of Equity Shares be made in the Buyback for small shareholders / beneficial owners of the Company as on the record date in accordance with the provisions of the Buyback Regulations. RESOLVED FURTHER THAT the Company shall implement the Buyback using the Mechanism for acquisition of shares through Stock Exchange notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and BSE notice no dated February 2, RESOLVED FURTHER THAT the Buyback would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ( Listing Regulations ). RESOLVED FURTHER THAT the amount required by the Company for the Buyback is intended to be met out of the Company s current balances of cash and cash equivalents and / or accumulated internal accruals (and not from any borrowed funds) and on such terms and conditions as the Board may decide from time to time at its absolute discretion. RESOLVED FURTHER THAT the Board hereby confirms that it has made a full enquiry into the affairs and prospects of the Company and has formed the opinion that: a) immediately following the date of this Board meeting, there will be no grounds on which the Company could be found unable to pay its debts; b) as regards its prospects for the year immediately following the date of this Board Meeting having regard to the Board s intentions with respect of the management of the Company s business during that year and to the amount and source of financial resources which will in its view be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of this Board meeting; and c) in forming its opinion for the above purposes, the Board has taken into account the liabilities of the Company as if the Company were being wound up under the provisions of the Companies Act, 1956 (to the extent not repealed) and the Companies Act, 2013 (to the extent notified) (including prospective and contingent liabilities). RESOLVED FURTHER THAT the Board hereby confirms that: a) the Buyback Size i.e. Rs. 12,00,00,000/- (Rupees Twelve Crore Only), do not exceed 25% of the paid-up equity share capital and free reserves as per the latest audited financial statements for the year ended March 31, 2017; b) all Equity Shares are fully paid-up; c) the Company shall not raise further capital for a period of one year from the closure of the Buyback, except in discharge of subsisting obligations; d) the Company shall not issue fresh shares or other specified securities during the Buyback period, whether by way of bonus issue or in the discharge of subsisting obligations, such as conversion of convertible loans, convertible instruments, stock options or otherwise; e) the Company shall not buyback locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the Equity Shares become transferable; f) the Company shall not buyback its Equity Shares from any person through negotiated deals whether on or off the Stock Exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback; 5

8 g) there are no defaults subsisting in the repayment of deposits or interest thereon, redemption of debentures or preference shares or payment of dividend to any shareholder or repayment of any term loans or interest payable to any financial institution or banks; h) that the Company has been in compliance with Sections 92, 123, 127 and 129 of the Companies Act; i) the Company shall not make any offer of buyback within a period of one year reckoned from the date of closure of the Buyback; j) there is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act, 1956 and Companies Act, 2013 to the extent applicable as on date; and k) After the Buyback, the ratio of the aggregate of secured and unsecured debts owed by the Company as on March 31, 2017 shall not be more than twice the paid-up equity share capital and free reserves as on March 31, 2017, and as adjusted for Buyback. RESOLVED FURTHER THAT any of the executive Directors or the Company Secretary of the Company, be and are hereby severally authorised to sign and file certified copy of the resolution with the Registrar of Companies, SEBI, Stock Exchange and any other regulatory authorities as may be required under the Companies Act and Buyback Regulations. RESOLVED FURTHER THAT a copy of the foregoing resolution duly certified by any one of the Directors or the Company Secretary of the Company be furnished to the relevant / appropriate authorities on demand. UNQUOTE 5. DETAILS OF PUBLIC ANNOUNCEMENT The Public Announcement dated 30 th October, 2017, which was published on 31st October, 2017 in the below provided newspapers, in accordance with Regulation 8(1) of the Buyback Regulations, within two working days from the date of passing the special resolution by the Equity Shareholders of the Company approving the Buyback through postal ballot, the result of which was declared on 27 th October, 2017: Publication Language Editions Financial Express English All Editions Jansatta Hindi All Editions Navshakti Marathi Mumbai Financial Express Gujarati Ahmedabad The Public Announcement is available on the SEBI s website ( and the Company s website ( 6. DETAILS OF THE BUYBACK Jenburkt Pharmaceuticals Limited has announced the Buyback of not exceeding 2,08,333 (Two Lakh Eight Thousand Three Hundred And Thirty Three Only) Equity Shares from all the existing Shareholders / beneficial owners of Equity Shares, on a proportionate basis, through the Tender Offer process at a price of 576 (Rupees Five Hundred And Seventy Six) per Equity Share payable in cash for an aggregate amount of 11,99,99,808 (Rupees Eleven Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred And Eight Only) (excluding transactions cost viz. brokerage, securities transaction tax, GST, stamp duty, etc.). The maximum number of Equity Shares proposed to be bought back represents 4.48% of the total number of equity shares in the issued, subscribed and paid-up equity share capital of the Company. The Buyback is in accordance with the provisions contained in the Article 58 of the Articles of Association of the Company, Sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act, 2013, (the Act), the Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, the Companies (Management and Administration) Rules, 2014, the Buyback Regulations, as amended from time to time and other applicable laws, if any. The Buyback is subject to further approval(s) as may be necessary, from time to time from statutory authorities including but not limited to SEBI and BSE. BSE is the only Stock Exchange where the Equity Shares are listed. 6

9 The Company will adopt the Tender Offer route for the purpose of Buyback. The Buyback shall be implemented by the Company using the Mechanism for acquisition of shares through Stock Exchange notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, BSE notice no dated February 2, 2017 and BSE notice no dated February 10, 2017 and following the procedure prescribed in the Companies Act and the Buyback Regulations, and as may be determined by the Board or Buyback committee and on such terms and conditions as may be permitted by law from time to time. The Buyback Offer Size is 22.37% of the fully paid-up equity share capital and free reserves as per the audited accounts of the Company for the financial year ended 31 st March, 2017 and is within the statutory limit of 25% of the fully paid-up equity share capital and free reserves as per the last audited accounts of the Company. The Buyback Offer Size does not include any expenses incurred or to be incurred for the Buyback like SEBI filing fees, advisors fees, brokerage, securities transaction tax, Public Announcement publication expenses, printing & dispatch expenses and other incidental & related expenses. The aggregate shareholding of the individuals / entities forming part of the Promoter/Promoter Group as on 10 th November, 2017 as follows: Name Equity Shares held % of the total paid up equity capital Ashish Uttam Bhuta 2,61, Bhagirathi Harshad Bhuta 1,17, Bhavika Ashish Bhuta 51, Bhuta Holdings Pvt. Ltd 6,10, Jayshree Uttam Bhuta 5,36, Kalindi Hemendra Bhuta 3,99, Kunti Gala 51, Mahesh H Bhuta 44, Riddhi Haresh Shroff 2, Shivani H Shroff 17, Total 20,92, In terms of the Buyback Regulations, under the Tender Offer process, the Promoters / Promoter Group have the option to participate in the Buyback. In this regard, the Promoters / Promoter Group have expressed their intention to not participate in the proposed Buyback. The Company had intimated BSE on 14 th September, 2017, the intention of the Promoters / Promoters Group to not participate in the proposed Buyback. Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders upto their entitlement, the aggregate shareholding of the Promoter/Promoter Group post Buyback, will increase from 45.02% to 47.13% of the paid-up equity share capital of the Company. The Company will be in compliance with Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, after the completion of the proposed Buyback. 7. AUTHORITY FOR THE BUYBACK The Buyback is in accordance with the provisions contained in the Article 58 of the Articles of Association of the Company, Sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act), the Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, the Companies (Management and Administration) Rules, 2014, the Buyback Regulations, as amended from time to time and other applicable laws, if any. The Buyback is subject to further approval(s) as may be necessary, from time to time from statutory authorities including but not limited to SEBI and BSE. On 9 th September, 2017, the Board of Directors passed a resolution to buyback equity shares of the Company and sought approval of its Shareholders, by the notice dated 22 nd September, 2017, to pass a special resolution through the postal ballot route. The result of the voting through postal ballot of passing of special resolution by requisite majority was announced on 27 th October, 2017, which is the date when the special resolution is deemed to have been passed by the Shareholders. 7

10 8. NECESSITY OF THE BUYBACK Buyback of shares under the provisions of Buyback Regulations is the acquisition by a company of its own equity shares. The objective is to return surplus cash to the members holding equity shares of the company. The Board at its meeting held on 9 th September, 2017, considered the balance in the accumulated free reserves as well as the cash liquidity reflected in the audited accounts for the financial year ending 31 st March, 2017, decided to allocate a sum of 11,99,99,808 (Rupees Eleven Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred And Eight Only) for distributing to the Equity Shareholders through the Buyback. After considering several factors and benefits to the Equity Shareholders, the Board decided to recommend Buyback of not exceeding 2,08,333 (Two Lakh Eight Thousand Three Hundred and Thirty Three only) Equity Shares (representing 4.48% of the total number of Equity Shares in the paid-up equity share capital of the Company) at a price of 576 (Rupees Five Hundred and Seventy Six only) per equity share for an aggregate consideration of 11,99,99,808 (Rupees Eleven Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred And Eight Only). Buyback is an efficient form of distributing surplus cash to the members holding Equity Shares of the Company, inter-alia, for the following reasons: i. The Buyback will help the Company to distribute surplus cash to its Equity Shareholders broadly in proportion to their shareholding, thereby, enhancing the overall return to members; ii. iii. iv. The Buyback, which is being implemented through the Tender Offer process as prescribed under the Buyback Regulations, would involve allocation of 15% of the outlay to Small Shareholders. The Company believes that this reservation of 15% for Small Shareholders would benefit a large number of public shareholders, who would get classified as Small Shareholder The Buyback would help in improving return on equity, by reduction in the equity base, thereby leading to long term increase in Shareholders value. The Buyback would lead to reduction in outstanding number of Equity Shares and may consequently increase earnings per share over a period of time. The Buyback gives an option to the Equity Shareholders, who can choose to participate and get cash in lieu of Equity Shares accepted under the Buyback Offer or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post the Buyback Offer, without additional investment; and v. The Buyback Offer Price of 576/- (Rupees Five hundred And Seventy Six only) per Equity Share represents (i) premium of 15.54% over the volume weighted average market price of the Equity Shares on BSE for 3 months preceding the date of intimation to the BSE for the Board Meeting; (ii) premium of 22.78% over the volume weighted average market price of the Equity Shares on BSE for 2 weeks before the date of intimation to the BSE for the Board Meeting; (iii) premium of 17.27% over the closing market price of the Equity Shares on BSE on the preceding date of the Board Meeting. (Volume weighted average market price of the Equity Shares is calculated as the sum of total value turnover divided by sum of the total number of Equity Shares traded over a given period) 9. MANAGEMENT DISCUSSION & ANALYSIS OF THE LIKELY IMPACT OF BUYBACK ON THE COMPANY 1. The Buyback is not likely to cause any material impact on the profitability / earnings of the Company except a reduction in the investment income, which the Company could have otherwise earned on the amount distributed towards Buyback. Assuming there is full response to the Buyback, the funds deployed by the Company towards the Buyback would be 11,99,99,808 (Rupees Eleven Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred And Eight only) (excluding transactions cost viz. brokerage, securities transaction tax, GST, stamp duty, etc.). 2. The Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for future business operations. 3. In terms of the Buyback Regulations, under the Tender Offer process, the promoter and the members of the promoter group have the option to participate in the Buyback. In this regard, the Promoters / Promoter Group have expressed their intention to not participate in the proposed Buyback. The Company had intimated BSE on 14 th September, 2017, the intention of the Promoters / Promoters Group to not participate in the proposed Buyback. 8

11 4. The Buyback of Equity Shares will not result in a change in control or otherwise affect the existing management structure of the Company. 5. Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders upto their entitlement, the aggregate shareholding of the Promoters / Promoter Group, post Buyback will increase from 45.02% to 47.13%, and the aggregate shareholding of the public in the Company shall decrease to 52.87% from 54.98%. The Company will be in compliance with Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, after the completion of the proposed Buyback. 6. The Buy-back of Equity Shares shall not result in a change in control or otherwise affect the existing management structure of the Company. 7. Consequent to the Buyback and based on the number of Equity Shares bought back from the public, Non-Resident Shareholders, Indian financial institutions, banks, mutual funds and the other public including other bodies corporate, their shareholding would undergo a change to the extent their Equity Shares are bought back. 8. The debt-equity ratio post Buyback will be compliant with the permissible limit of 2:1 prescribed by the Companies Act, even if the response to the Buyback is to the extent of 100% (full acceptance). 9. The Company shall not issue any equity shares or other securities (including by way of bonus) till the date of closure of the Buyback. 10. The Company shall not raise further capital for a period of one year from the closure of Buyback except in discharge of its subsisting obligations. 11. Salient financial parameters consequent to the Buyback based on the latest audited results as on 31 st March, 2017 are as under: Parameters Pre Buyback Post Buyback** Networth ( Lakh) Earnings Per Equity Share (Basic & Diluted) ( ) Return on Networth (%) Book Value per Share ( ) P/E based on Earnings Per Equity Share* Total Debt / Equity Ratio 0.17:1 0.23:1 Notes: i. Net Worth is excluding revaluation reserves and miscellaneous expenditure to the extent not written off, if any. ii. Return on Net Worth = Profit after Tax / Net Worth (excluding revaluation reserves, if any). iii. Earnings per share represents Basic Earnings per share = Profit after Tax / Number of Shares as at 31st March, iv. Book Value per Share = Net Worth (excluding revaluation reserves, if any) / Number of Shares as at 31st March v. Pre and Post Buyback calculations are based on financial numbers as on 31st March, 2017 vi. P/E as per latest audited financials balance sheet = Market Value per share / Earnings per share. P/E ratio is based vii. on the closing market price as on 30th October, 2017, the date of Public Announcement i.e (BSE) Total Debt / Equity Ratio = Total Debt / Shareholder s Funds wherein Total Debt represents loan funds (long-term borrowings, short-term borrowings & other long term liabilities) / Shareholder s Funds (equity shares + reserves and surplus). **The Post Buyback numbers are calculated by reducing the net worth by the proposed buyback amount (assuming full acceptance). For calculation of Post Buyback numbers as disclosed above, the impact of reduction in other income / investment income due to non- availability of the funds proposed to be used for Buyback has not been factored in 9

12 10. BASIS OF CALCULATING BUYBACK PRICE 1. The Buyback Offer price of 576 per Share has been arrived at after considering various factors such as the volume weighted market average prices of the Equity Shares on BSE (where the Equity Shares are listed), the net-worth of the Company and the impact of the Buyback on the key financial ratios of the Company. 2. The closing market price of the Equity Shares of the Company as on the date of intimation i.e. 5 th September, 2017 to BSE for the Board Meeting for considering the Buyback, was on BSE. 3. The Buyback Offer price represents a premium of 15.54% over the volume weighted market average price of the Equity Shares on BSE for 3 months preceding the date of intimation to the BSE for the Board Meeting to consider the proposal of the Buyback and 22.78% over the volume weighted market average price of the Equity Shares on BSE for 2 weeks preceding the date of intimation to the BSE for the Board Meeting to consider the proposal of the Buyback. 4. For trends in the market price of the Equity Shares, please refer to paragraph 16 of this Letter of Offer. 5. Certain financial ratios as at 31 st March, 2017 ( Pre Buyback ) as derived from the audited financial statements and the corresponding ratios assuming full Acceptance of Equity Shares in the Buy-Back ( Post Buyback ) are set forth below: Parameters Pre Buyback Post Buyback Earnings Per Equity Share (Basic & Diluted) ( ) Return on Networth (%) Book Value per Share ( ) SOURCES OF FUNDS FOR THE BUYBACK 1. Assuming full acceptance, the funds that would be deployed by the Company for the purpose of the Buyback of 2,08,333 Equity Shares at a price of 576 per Equity Share would be 11,99,99,808 (Rupees Eleven Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred And Eight only). 2. The aggregate paid-up equity share capital and free reserves as on 31 st March, 2017 is Rs. 5, lakh. 3. The funds for the Buyback will be sourced from cash balances available with the Company and/or liquidation of financial instruments held by the Company. These funds have been generated through internal accruals. The Company does not intend to raise additional debt for the explicit purposes of the Buyback. Accordingly, no funds will be borrowed to be used for the Buyback. However, if required, the Company may borrow funds in the ordinary course of its business. 12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN 1. In accordance with Regulation 10 of the Buyback Regulations, an escrow agreement has been entered into amongst the Company, the Manager and the Escrow Agent having its branch at Worli, Mumbai on 21 st November, In accordance with the Escrow Agreement, the Company has opened an escrow account in the name and style Jenburkt Pharmaceuticals Ltd Buyback Esc Acc bearing account number with the Escrow Agent. The Company has deposited bank guarantee of 3,00,00,000 i.e. 25% of the consideration payable in the favor of YES Securities (India) Limited and 12,00,000 i.e. 1% of the total consideration payable in cash in the Escrow Account as per the Buyback Regulations. This amount of cash and/ or bank guarantee to be deposited is equal to the amount required to be deposited in terms of the Buyback Regulations. In terms of the Escrow Agreement, the cash as well as any fixed deposit created therefrom will constitute the escrow amount and would form part of the Escrow Account. YES Securities (India) Limited has been empowered to operate the Escrow Account in accordance with the Buyback Regulations. Further, the Bank Guarantee is in favor of Manager to the Offer. 3. M/s D.R. Mehta & Associates, Chartered Accountants (Firm Registration number W), the auditors of the Company, located at H-2, Everest Building, 9th Floor, Tardeo Circle, Mumbai , signing through its Partner Ashok Mehta (Membership Number: ) have certified, vide their certificate dated 9th September, 2017, that the 10

13 Company has adequate funds for the purposes of buyback of 2,08,333 Equity Shares at 576 each aggregating to 11,99,99,808 (Rupees Eleven Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred And Eight only). 4. Based on the above, the Manager to the Buyback Offer has satisfied itself about the ability of the Company to implement the Buyback Offer in accordance with the Buyback Regulations. 13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 1. The capital structure of the Company, as on 10 th November, 2017, is as follows: Particulars No. of shares Amount ( Lakh) Authorized Equity Shares (Face Value of 10 each) 1,00,00,000 1, Issued Subscribed and Paid-up Equity Shares (Face Value of 10 each) 46,49, The Company has not bought back any Equity Shares under any buyback programme, during the 3 years preceding 10 th November, As on 10 th November, 2017, there are no outstanding preference shares, partly paid-up equity shares or outstanding convertible instruments or calls in arrears. 4. The shareholding pattern of the Company pre-buyback, taken as on 10 th November, 2017, as well as the post Buyback shareholding, is as shown below: Particulars No. of Equity Shares Pre-Buyback % to the existing equity share capital No. of Equity Shares Post-Buyback* % to the existing equity share capital Promoters / Promoter Group, (collectively the Promoters ) 20,92, ,92, Foreign Investors (including Non Resident Indians FIIs and Foreign Mutual Funds) 1,64, Banks / Institutions Financial Institutions / Banks & Mutual Funds promoted by ,47, Others (Public, Public Bodies Corporate etc.) 23,91, Total 46,49, ,40, *Assuming response to the Buyback is to the extent of 100% (full Acceptance) from all the Eligible Shareholders of the Equity Shares upto their Buyback Entitlement. 5. Assuming 100% response to the Buyback Offer, the issued, subscribed and paid-up equity share capital of the Company after the completion of the Buyback Offer would be as follows: Particulars No. of shares Amount ( Lakh) Issued Subscribed and Paid-up Equity Shares (face value of 10 each) 44,40, Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders upto their entitlement, the aggregate shareholding of the Promoters / Promoter Group, post Buyback will increase from 45.02% to 47.13% of the post Buyback equity share capital of the Company. 7. Equity Shares purchased / sold / transferred by Promoters / Promoter Group including the Directors of the Companies forming part of the Promoter during the period of twelve months preceding 10 th November, 2017 are as given below; 11

14 Name Jagruti Ketan Bhuta Date of Transaction Mode Disposal Disposal No. of Equity Shares 2,000 1,787 Ketan Harshad Bhuta Disposal 930 Mahesh H Bhuta Riddhi Haresh Shroff Disposal Disposal Disposal Disposal Disposal Disposal Disposal Disposal 14. BRIEF INFORMATION ABOUT THE COMPANY 3,000 10,000 1,000 5, ,538 3,000 5,000 Minimum Price & Date of Minimum Price Maximum Price & Date of Maximum Price The Company was incorporated on 10 th June, 1985 as Jenburkt Pharmaceuticals Private Limited under the Companies Act, Subsequently, on 4 th January, 1994, the Company s name was changed to Jenburkt Pharmaceuticals Limited. 2. The Registered Office of the Company is situated at Nirmala Apartments, 93, J.P.Road, Andheri West, Mumbai The Company is in the pharmaceutical formulations business which includes prescription drugs. The Company s range of products consists of Anti-Inflammatory, Analgesics, Anti-Arthritis, Haematinics, Nutraceuticals & Multivitamins, Anti-Infectives, Anti-Pyretics, Anti-Diabetics and Dermatologicals. The manufacturing plant of the Company is situated at GIDC Sihor, Phase-1, Bhavanagar Road, Sihor, Gujarat This plant has been certified as WHO-GMP (World Health Organisation-Good Manufacturing Practice), from Food & Drug Control administration, Gandhinagar, Gujarat. This plant also have the Research & Development unit of the Company. 4. The Equity Shares were listed on BSE on 4th January, The Equity Shares were also listed on Jaipur Stock Exchange, Madhya Pradesh Stock Exchange and Saurashtra Kutch Stock Exchange and were de-listed with effect from 1 st January, 2002, 7 th May, 2010 and 9 th October, 2006 respectively. The Equity Shares are currently only listed on BSE. 5. For the FY ended 31 st March, 2017, 2016 and 2015, the Company recorded total income of 10, lakh, lakh, and lakh, respectively. The income has grown at a CAGR of 10.24% from FY 2015 to FY For the FY ended 31 st March, 2017, 2016 and 2015 the profit after tax was lakh, lakh, and lakh, respectively. 6. Details of the changes in share capital of the Company since incorporation is as follows: Date of Allotment No. of Equity Shares Face Value ( ) Issue Price ( ) Nature of Consideration Cumulative No. of Equity Shares Cumulative paidup share capital ( ) * 10* Cash 300 3, ,000 10* 10* Cash 9,300 93, ,400 10* 10* Cash 25,700 2,57, ,23, Cash 46,49,300 4,64,93,000 *Originally shares were issued at a Face Value of 100 each, subsequently divided into 10 each by passing Shareholders resolution in the meeting held on 4 th January,