PUBLIC ANNOUNCEMENT for the ATTENTION of EQUITY SHAREHOLDERS/ BENEFICIAL OWNERS of As Partner of Ganga Exports, Where the Partner’S Share Being 37.5%
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ii. Shareholding of directors of the Promoters and Promoter Group entity (i.e. Gabs Investment Private Limited ii. the amount of permissible capital payment (including premium) as stated in Annexure A for the proposed (“GIPL”)) in the Company: buy-back of equity shares has been properly determined considering the audited standalone financial statements and audited consolidated financial statements in accordance with Section 68(2) of the Act; and Sr. Designation No. of Equity Shares held Percentage (%) of issued Name iii. the Board of Directors of the Company in their meeting dated 3 November 2020, have formed the opinion No. in GIPL in the Company Equity Share capital as specified in clause (x) of Schedule I to the SEBI Buy-back Regulations on reasonable grounds and 1. Yogesh Agrawal Director 1,35,36,523(1) 15.51 that the Company will not, having regard to its state of affairs, be rendered insolvent within a period AJANTA PHARMA LIMITED 2. Rajesh Agrawal Director 1,35,36,522(2) 15.51 of one year from that date. CIN : L24230MH1979PLC022059 3. Ravi Agrawal Director 1,33,32,906(3) 15.28 Auditors’ Responsibility (Continued) Registered & Corporate Office: ‘Ajanta House’, 98 Govt Industrial Area, Charkop, 4. Aayush Agrawal Director 1,25,60,389(4) 14.39 5. The audited standalone financial statements and audited consolidated financial statements referred to in Kandivli (West), Mumbai - 400 067, Maharashtra, India Total 5,29,66,340 60.69 paragraph 5 above, which we have considered for the purpose of this report, have been audited by us, on Tel.: +91 22 6606 1000, Fax: +91 22 6606 1200 | E-mail: [email protected] which we have issued an unmodified audit opinion vide our reports dated 20 May 2020. Website: www.ajantapharma.com (1): 1,26,39,934 Equity Shares held in capacity as trustee of Yogesh Agrawal Trust and 8,96,589 Equity Shares 6. Our engagement involves performing procedures to obtain sufficient appropriate evidence on the above as partner of Ganga Exports, where the partner’s share being 37.5%. reporting. The procedures selected depend on the auditor’s judgement, including the assessment of the (2): 1,26,39,933 Equity Shares held in capacity as trustee of Rajesh Agrawal Trust and 8,96,589 Equity Shares risks associated with the above reporting. We accordingly performed the following procedures: PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS/ BENEFICIAL OWNERS OF as partner of Ganga Exports, where the partner’s share being 37.5%. EQUITY SHARES OF AJANTA PHARMA LIMITED FOR BUYBACK OF EQUITY SHARES THROUGH TENDER OFFER i. Examined that the amount of permissible capital payment (including premium) for the buy-back as (3): 1,25,45,180 Equity Shares held in capacity as trustee of Ravi Agrawal Trust, 1,90,000 Equity Shares held in detailed in Annexure A is in accordance with the provisions of Section 68(2) of the Act; UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES), REGULATIONS, individual name in the Company and 5,97,726 Equity Shares as partner of Ganga Exports, where the partners’ 2018, AS AMENDED. share being 25.0% ii. Inquired into the state of affairs of the Company with reference to the audited standalone financial (4): 1,25,40,389 Equity Shares held in capacity as trustee of Aayush Agrawal Trust and 20,000 Equity Shares statements and audited consolidated financial statements as at and for the period ended 31 March 2020; This Public Announcement (the “Public Announcement”) is being made in relation to the Buyback (as defined hereinafter) held in individual name in the Company. iii. Traced the amounts of paid-up equity share capital, retained earnings and general Reserves as pursuant to the provisions of Regulation 7(i) and other applicable provisions of the Securities and Exchange Board of Apart from the above, no other directors of the entities forming part of the Promoters and Promoter Group as mentioned in Annexure A from the audited standalone financial statements and audited consolidated India (Buy-Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”) for the time being in force disclosed in 7.1(i) above, hold Equity Shares in the Company. financial statements as at and for the year ended 31 March 2020; including any statutory modifications and amendments from time to time and contains the disclosures as specified in iii. Shareholding of the Directors and Key Managerial Personnel of the Company: iv. Verified the arithmetical accuracy of the amounts mentioned in Annexure A; and Schedule II to the Buyback Regulations read with Schedule I of the Buyback Regulations. v. We have obtained appropriate representations from the Management of the Company. CASH OFFER FOR BUYBACK OF NOT EXCEEDING 7,35,000 (SEVEN LAKH THIRTY FIVE THOUSAND) FULLY PAID Percentage (%) Sr. No. of Equity 7. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or UP EQUITY SHARES OF FACE VALUE OF ` 2 EACH AT A PRICE OF ` 1,850/- (RUPEES ONE THOUSAND EIGHT Name Designation of issued Equity No. Shares held Certificates for Special Purposes’ (Revised 2016) issued by the Institute of Chartered Accountants of India. HUNDRED AND FIFTY ONLY) PER FULLY PAID UP EQUITY SHARE ON A PROPORTIONATE BASIS THROUGH Share capital The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by THE TENDER OFFER PROCESS 1. Yogesh Agrawal Managing Director 1,35,36,523(1) 15.51 the Institute of Chartered Accountants of India. 1. DETAILS OF THE BUYBACK OFFER AND OFFER PRICE 2. Rajesh Agrawal Joint Managing Director 1,35,36,522(2) 15.51 8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, 1.1 Pursuant to the resolution passed by the Board of Directors of Ajanta Pharma Limited (the “Company”) (the 3. Mannalal Agrawal Chairman 1,70,000 0.19 Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Board of Directors of the Company are hereinafter referred to as the “Board” or the “Board of Directors”) on 4. Arvind Agrawal Chief Financial Officer 26,484 0.03 9. We have no responsibility to update this report for events and circumstances occurring after the date of this November 3, 2020 (“Board Meeting”), the Company hereby announces the buyback of fully paid-up equity 5. Gaurang Shah Company Secretary 1,000 Negligible shares of face value of ` 2 each (“Shares” or “Equity Shares”) of the Company not exceeding 7,35,000 (Seven report. 6. Chandrakant Khetan Independent Director 700 Negligible Lakh Thirty Five Thousand) Equity Shares from the equity shareholders/ beneficial owners of Equity Shares Opinion of the Company including the promoter and members of the promoter group (the “Equity Shareholders” / Total 2,72,71,229 31.25% 10. Based on inquiries conducted and our examination as above, we report that: “Shareholders”) as on Record Date (as defined hereinafter), on a proportionate basis, through “tender offer” (1): 1,26,39,934 Equity Shares held in capacity as trustee of Yogesh Agrawal Trust and 8,96,589 Equity Shares a) We have inquired into the state of affairs of the Company in relation to its audited standalone financial process, in accordance with Article 18 of the Articles of Association of the Company, Section 68, 69 and 70, as partner of Ganga Exports, where the partners’ share being 37.5%. statements and audited consolidated financial statements as at and for the year ended 31 March 2020; and other applicable provisions of Companies Act, 2013 including any statutory modification(s) or re-enactment (2): 1,26,39,933 Equity Shares held in capacity as trustee of Rajesh Agrawal Trust and 8,96,589 Equity Shares b) The amount of permissible capital payment towards the proposed buy-back of equity shares as computed thereof (the “Companies Act”), and applicable rules thereunder including the Companies (Share Capital as partner of Ganga Exports, where the partners’ share being 37.5%. and Debentures) Rules, 2014, as amended, the Buyback Regulations, at a price of ` 1,850/- (Rupees One in the Statement attached herewith is, in our view properly determined in accordance with Section 68(2) of Apart from the above, none of the Directors or Key Managerial Personnel of the Company hold any Equity Shares the Act. The amounts of share capital and free reserves have been extracted from the audited standalone Thousand Eight Hundred and Fifty only) per Equity Share (“Buyback Price” / “Buyback Offer Price”) payable in in the Company. cash, for an aggregate maximum consideration not exceeding ` 135,97,50,000 (Rupees One Hundred Thirty Five financial statements and audited consolidated financial statements of the Company as at and for the year Crores Ninety Seven Lakhs and Fifty Thousand only) (the “Buyback Offer Size”) (the process being hereinafter 7.2 No Equity Shares or other specified securities in the Company have been either purchased or sold (either through ended 31 March 2020; and referred as the “Buyback” / “Buyback Offer”). The Buyback Offer Size and the Buyback Offer Price do not the Stock Exchanges or off market transactions) by Promoters and Promoter Group and persons who are in control Opinion (Continued) include taxes payable under Income Tax Act, 1961 and any expenses incurred or to be incurred for the Buyback of the Company; directors of the promoter and member of promoter group, where such promoter or member of c) The Board of Directors of the Company, in their meeting held on