THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Exit Offer Letter ( Offer Letter ) is being sent to you as you are a Shareholder of Eastern International Hotels Limited. In case you have recently sold your Equity Shares of the Company, please hand over the Offer Letter and the accompanying documents to the person to whom the Sale was effected. EXIT OFFER Eastern International Hotels Limited (Corporate Identification Number:U99999MH1969PLC014275) Registered Office: Balraj Sahani Marg, Juhu, Mumbai 400049, Maharashtra, India Tel:022 66934444; Email: vpfoffice@eihlimited.com From Promoter and Promoter Group Members of Eastern International Hotels Limited Inviting you to tender your fully paid-up Equity Shares of Rs. 10/- each of the Company at a price of Rs.700/- per Equity Share. If you wish to tender your Equity Shares to the Promoters, you should: Read this Offer Letter and the instructions herein; Complete and sign the accompanying 'Form of Acceptance' in accordance with the instructions therein and in this 'Offer Letter'; Submit your 'Form of Acceptance' along with duly executed Transfer deed(s), self-attested copy of PAN card and Address proof of all holders and original share certificate(s) by hand delivery as set out in this 'Offer Letter'. Alternatively, you may submit the documents by registered post, speed post or courier only (at your own cost and risk), clearly marking the envelope Eastern International Hotels Limited-Exit Offer to the Registrar and Transfer Agent ( RTA ), Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai 400 059, Maharashtra, India, so that it is received on or before October 24, 2017 the Closing Date or the extended date, as the case maybe. Date of Opening of Exit Offer October 16, 2017 Date of Closure of Exit Offer October 24, 2017-1-
Dear Shareholder(s), Invitation to tender Equity Shares held by you in Eastern International Hotels Limited ( Company ) The Promoter and Promoter Members of the Company (hereinafter referred to as Promoters ) hold 17,24,418 Equity Shares representing 97.79% of the total Paid up Capital of the Company. Pursuant to the circular issued by the Securities and Exchange Board of India ( SEBI ) bearing No. SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016 ( SEBI Circular ), upon exit of DelhiStock Exchange Limited vide SEBI Order No. WTM/SR/SEBI/MRD-DSA/04/01/2017 dated January 23, 2017 ( DSE Exit Order ), the Promoters intendto provide an exit option to the Public Shareholders (defined to mean all the shareholders other than the Promoters hereinafter referred to as Public Shareholders ) of the company by acquiring upto 38,922 equity shares having face value Rs. 10/- each at Rs. 700/- ( Exit Price ). I. BACKGROUND OF THE COMPANY (a) Our Company was originally formed as a Private Limited Company in the name and style of "Allams Advanis Hotels Private Limited" under the provision of the Companies Act, 1956 vide Certificate of Incorporation dated May 13, 1969 issued by the Registrar of Companies, Maharashtra, Bombay. Subsequently, the name of our Company was changed to Eastern International Hotels Private Limited and a fresh Certificate of Incorporation dated January 06, 1972 pursuant to change of name was issued by Registrar of Companies, Maharashtra, Bombay. Consequent upon the conversion of our Company to public limited company, the name of our Company was changed to Eastern International Hotels Limited and fresh Certificate of Incorporation dated July 25, 1974 was issued by the Assistant Registrar of Companies, Maharashtra, Bombay. The Corporate Identification Number of our Company is U99999MH1969PLC014275. (b) The Registered Office of the Company is currently situated at Balraj Sahani Marg, Juhu, Mumbai 400049, Maharashtra, India. (c) The Corporate Identification Number is U99999MH1969PLC014275. (d) The Company is primarily engaged in the Hotels Business. (e) The Paid-up Equity Share Capital of the Company is Rs. 1,76,33,400 comprising of 17,63,340 Equity Shares of Rs. 10/- each. (f) The Equity Shares of the Company were listed on Delhi Stock Exchange Limited ( DSE ). (g) Upon exit of DSE as stock exchange, the Company ceased to be a listed company and has been referred to the Dissemination Board of BSE Limited ( BSE ) by DSE vide letter dated July 09, 2015. (h) The Company has, in terms of the SEBI Circular, submitted the Plan of Action dated March 14, 2017, to BSE, on June 20, 2017, indicating the intent of Promoters to provide an exit to the Public Shareholders. (i) Accordingly, the Promoters hereby make an Offer to acquire all the Equity Shares of the Company held by Public Shareholders as per the procedure provided in Annexure A of the said SEBI Circular. II. SHARE CAPITAL STRUCTURE OF THE COMPANY Particulars No. of Equity Shares (Face Value of Rs. 10/- each) Total Amount (in Rs.) Authorized Capital 25,00,000 2,50,00,000 Issued, Subscribed and Paid-up Capital 17,63,340 1,76,33,400-2-
III. SHAREHOLDING PATTERN OF THE COMPANY Category No of Equity Share Holders Number of Paid up Equity Shares held % total Paid up Equity Share Capital Promoter and Promoter Group 19 17,24,418 97.79 Public 70 38,922 2.21 Total 89 17,63,340 100.00 IV. STANDALONE FINANCIAL SNAPSHOT OF THE COMPANY (in Rs.) Particulars Financial Year Financial Year Financial Year 2014 2016 2015 Issued, Subscribed and Paid-up 1,76,33,400 1,76,33,400 1,76,33,400 Capital Reserves & Surplus 91,37,15,381 79,53,91,019 71,74,63,861 Networth 93,13,48,781 81,30,24,419 73,50,97,261 Total Income 1,04,36,32,036 99,97,45,032 1,03,59,55,933 Profit After Tax 11,83,24,362 7,96,05,083 11,06,57,908 V. EXIT PRICE AND FINANCIAL ARRANGEMENTS a) In terms of SEBI Circular, the Company has appointed Saffron Capital Advisors Private Limited as Independent Valuer, empaneled by BSE and NSE, to determine the fair market value of Equity Shares of the Company. As per the valuation report issued by the Independent Valuer, the fair market value of Equity Shares of the Company computed by considering the Hon ble Supreme Court Judgment in the case of Hindustan Lever Employee Union V/s Hindustan Lever Ltd. [(1995) 83 CC 30] and with due regards to the erstwhile CCI formula for valuation of shares and relevant financial and market factors is Rs. 700/- per equity share ( Floor Price ). The Promoters in consultation with the Board of Directors of the Company and the Independent Valuer have decided Rs. 700/- per Equity Share to be the exit price ( Exit Price ). b) Assuming full acceptances under the Exit Offer, the total requirement of funds on the basis of Exit Price is Rs. 2,72,45,400 (Rupees Two Crore Seventy Two Lakhs Forty Five Thousand Four Hundred Only) ( Total Consideration ). In terms of the procedure as prescribed by BSE, in compliance with the SEBI Circular, the Promoters have executed an unconditional, irrevocable demand bank guarantee in favour of the Independent Valuer which is more than the Total Consideration, as per details given below: Sr. No. 1 2 3 4 5 6 Name of the Bank Date of Bank Guarantee Bank Guarantee Number Validity Amount (in Rs.) HDFC Bank Limited 09.10.2017 240GT01172820008 Upto 30.11.2018 30,50,000 The Saraswat Co-op Bank Ltd. 27.09.2017 SME/VP/BG/184/1 Upto 30.11.2018 45,40,900 Union Bank of India 27.09.2017 34490IGL0001017 Upto 30.11.2018 37,61,800 HDFC Bank Limited 07.10.2017 240GT01172800006 Upto 30.11.2018 68,11,000 ICICI Bank Limited 03.10.2017 6637BGFD002318 Upto 30.11.2018 46,00,000 ICICI Bank Limited 03.10.2017 6637BGFD002418 Upto 30.11.2018 45,40,900 Total 2,73,04,600-3-
VI. TERMS AND CONDITIONS RELATING TO OFFER a) The Exit Offer shall remain open for 5 working days w.e.f. October 16, 2017 to close on October 24, 2017. The Promoters shall accept all the equity shares tendered post the closure of Exit Offer upto a period of 1 year in accordance with the SEBI Circular. b) All the Public Shareholders of the Company are eligible to participate in this Exit Offer. c) The Promoters will not accept any Equity Shares offered under Exit Offer where there exists any restraint order of a Court/ any other competent authority for transfer / disposal/ sale or where loss of share certificates has been notified to the Company or where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint subsists. d) The Promoters will not accept locked-in Equity Shares and non-transferrable Equity Shares till the pendency of the lock-in or till the Equity Shares become transferrable. e) The Form of Acceptance along with Share Transfer Form to be filled and returned by Public Shareholders shall be dispatched to the Public Shareholders along with Exit Offer Letter on or before October 14, 2017. The Exit Offer may be availed by sending duly completed 'Form of Acceptance' along with duly signed Transfer Form and related original Share Certificate(s) to Bigshare Services Private Limited, the Registrar and Transfer Agent ( RTA ), at 1st Floor, Bharat Tin Works Building, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai 400 059, Maharashtra, India clearly marking the envelope Eastern International Hotels Limited - Exit Offer. VII. ACCEPTANCE OF OFFER Duly executed 'Form of Acceptance', Transfer deed, self-attested copy of PAN card of all holders and original share certificate(s) must be submitted to the RTA and after proper verification of signature and other particulars by the RTA, the Promoters shall acquire all the equity shares validly tendered either in full or in part at the 'Exit Price', for a cash consideration of Rs. 700/- for each Equity Share. VIII. PAYMENT OF CONSIDERATION a) Upon fulfillment of the terms and conditions mentioned herein, the consideration for such Equity Shares will be settled on closure of the Exit Offer period and the payment will be completed within 15 working days from the date of the closure of the Exit Offer by way of cheque/ pay order/ demand draft/ electronic credit, as the case may be. For electronic credit, please provide the details as mentioned in the Form of Acceptance-Cum-Acknowledgement which is enclosed herewith. The cheque/ pay order/ demand drafts will be dispatched to the Shareholders participating in the Exit Offer, at their own risk, by way of speed post/ registered post/courier. b) In case of any defect in 'Form of Acceptance' or Transfer deed the relevant documents will be returned to the Public Shareholders by speed post/ registered post at the shareholders own risk. c) In the event of any Public Shareholder not receiving or misplacing the Form of Acceptance, the same can be obtained from the website of the Company, www.eihlimited.com. -4-
IX. DECLARATION The Promoters undertake to acquire equity shares at the Exit Price from those Public Shareholders who have not offered their equity shares under the Exit Offer upto a period of one year from the completion of the Exit Offer, i.e. up to October 24, 2018. Subject to compliance terms and conditions mentioned in paras VI and VII above, Promoters shall settle the consideration on monthly basis and complete the payment within 7 working days from the end of previous month in which the Equity Shares are tendered and are found to be in order, by way of cheque/ pay order/ demand draft/ electronic credit, as the case may be. The cheque/ pay order/ demand drafts will be dispatched to the Shareholders participating in the Exit Offer, at their own risk, by way of speed post/ registered post/courier. X. GENERAL DISCLAIMER a) Every Equity Shareholder who desires to avail of the 'Exit Offer' may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Promoters, the Independent Valuer or the Company whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such Exit Offer and tender of Equity Shares through this Exit Offer whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. b) The Promoters jointly and severally accept the full and final responsibility for the information contained in the Offer Letter. ON BEHALF OF THE PROMOTERS Geeta Dhawan Promoter 1 Dinesh Khanna Promoter 2 Jagdish Khanna Promoter 3 Manish Khanna Promoter 4 Place: Mumbai Date: October 11, 2017 Rajesh Khanna Promoter 5 Naresh Khanna Promoter 6 Encl: Form of Acceptance along with Transfer Form -5-
Form No. SH-4 Securities Transfer Form [Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Share Capital and Debentures) Rules 2014] Date of Execution / / FOR THE CONSIDERATION stated below the Transferor(s) named do hereby transfer to the Transferee(s) named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid. CIN: U99999MH1969PLC014275 Name of the company (in full): Eastern International Hotels Limited Name of the Stock Exchange where the company is listed, if any: NA DESCRIPTION OF SECURITIES: Kind/ Class of Nominal value of each unit Amount called up per Amount paid up per Securities (1) of security (2) unit of security (3) unit of security (4) Equity Rs. 10/- Rs.10/- Rs.10/- No. of securities being transferred Consideration received In figures In words In words In figures From Distinctive number To Corresponding Certificates Nos. Registered Folio Number: Name (s) in full Transferor s Particulars- signature(s) I, hereby confirm that the transferor has signed before me Signature: Witness: Page 1 of 2
Transferee s Particulars Name in Father s name Address & E-mail Occupation Existing folio Signature full id No., if any (1) (2) (3) (4) (5) (6) Folio No. of Transferee: Specimen Signature of Transferee Value of stamp affixed: Enclosures: (1) Certificate of shares or debentures or other securities (2) If no certificate is issued, letter of allotment. (3) Others, specify. Stamps: For office use only Checked by.. Signature tallied by. Entered in the Register of Transfer on vide Transfer No.. Approval Date.. Power of attorney/probate/death Certificate/Letter of Administration Registered on. at. No.. Page 2 of 2
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT (FOA) EASTERN INTERNATIONAL HOTELS LIMITED - EXIT OFFER (Please send this Form with enclosures to the Registrar to the Offer at their address given overleaf) From, Folio No.: EXIT OFFER SCHEDULE OPENS ON : October 16, 2017 CLOSES ON : October 24, 2017 Name: Address: Tel No. Email: Fax: To, Promoter and Promoter Group Members of Eastern International Hotels Limited C/o Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai 400 059, Maharashtra, India Tel. No.: 022 62638200 Contact Person: Ashok Shetty Dear Sir/Madam, Sub: Exit offer from the Offeror for acquisition of Equity Shares of Eastern International Hotels Limited ( EIHL ) from Public shareholders I/we, refer to the 'Exit Offer Letter' dated October 11, 2017 for acquiring the Equity Shares held by me/us in The Eastern International Hotels Limited. I/We acknowledge and confirm that all the particulars/statements given herein are true and correct. SHARES HELD IN PHYSICAL FORM I/We, accept the Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below: Sr. No. Folio No. Certificate No. Distinctive Nos From To No. of shares held No. of Shares Tendered Total number of equity shares (In case the space provided is inadequate, please attach a separate sheet with details) I/We note and understand that the Registrar to the Exit Offer will hold the original share certificate(s) and valid share transfer deed in trust for me/us until the time the Promoters dispatch the purchase consideration as mentioned in the Exit Offer Letter. I/We also note and understand that the Promoters will pay the purchase consideration only after (i) verification of the documents and signatures; (ii) obtaining the necessary approvals and as mentioned in the Exit Offer Letter. In case of shares tendered in physical form, where the original share certificates are required to be split, all the documents will be returned only upon receipt of share certificates from the Company.
Enclosures (Please tick as appropriate, if applicable) Duly attested Power of Attorney, if any person apart from the shareholder, has signed the acceptance form or transfer deed(s). Corporate authorization in case of Companies along with Board Resolution and Specimen Signatures of Authorised Signatories. Duly attested Death Certificate and Succession Certificate (in case of single shareholder) in case the original shareholder has expired. RBI or any other regulatory body approval required to tender Shares in the Offer by NRIs and OCBs Others (please specify): I/We confirm that the equity shares of EIHL, which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any kind whatsoever. I/We are not debarred from dealing in shares. I/We also note and understand that the Promoters will pay the purchase consideration only after verification of the documents and signatures. I/We authorize the Promoters and the Registrar to the Exit Offer to send by Speed Post/Registered Post or through electronic mode as may be applicable at my/our risk, crossed account payee cheques/ demand drafts/pay order or electronic transfer of funds, in full and final settlement of the amount due to me/us and/or other documents or papers or correspondence to the sole/first holder at the address mentioned above. I/We authorize the Promoters to accept the shares so offered which it may decide to accept in consultation with the Registrar to the Exit Offer and in terms of the Exit Offer Letter and I/we further authorize the Promoters to return to me/us, share certificate(s)/shares in respect of which the offer is not found valid/not accepted without specifying the reasons thereof. I/We authorize the Promoters to accept the Equity Shares so offered or such lesser number of Equity Shares that she may decide to accept in terms of the Exit Offer Letter and I/We authorize the Promoters to split / consolidate the share certificates comprising the shares that are not acquired to be returned to me/us and for the aforesaid purposes the Promoters is hereby authorized to do all such things and execute such documents as may be found necessary and expedient for the purpose. The Permanent Account No. (PAN) Allotted under the Income Tax Act, 1961 is as under PAN First/Sole Holder Joint Holder 1 Joint Holder 2 Bank Details So as to avoid fraudulent encashment in transit, the shareholder(s) holding shares in physical form should provide details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly. Please indicate the preferred mode of receiving the payment consideration. (Please tick) Electronic Mode Physical Mode Shareholders who opt for receiving consideration through DC/NEFT/RTGS/NECS are requested to enclose a photocopy of a cancelled cheque along with the Form of Acceptance. Particulars Required Details Name of the Account Holder Bank Name Complete Address of the Bank Account Type (CA/SB/NRE/NRO/Others Please Mention) Account Number IFSC Code (for RTGS/NEFT/NECS transfers)
Yours faithfully, Signed and Delivered, Signed & Delivered by Full Name(s) of the Shareholder Signature First/Sole Holder Joint Holder 1 Joint Holder 2 Note: In case of joint holdings all must sign. In case of body corporate, the company seal should be affixed Place: Date: SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE ACCEPTANCE FORMS / SHARES SHOULD REACH THE REGISTRAR TO THE EXIT OFFER AT THE ADDRESS MENTIONED ABOVE ON OR BEFORE OCTOBER 24, 2017