5/21/2018 M&A

1/20

Assignments(1&2) on Gee El Woollens

Of

Merger & Acquisition

Section-C2DE

By- S Nandkumar(2013249) Faculty-Prof S N Sinha

Sagar Shaw (2013251)

Sahil Modh (2013252)

5/21/2018 M&A

2/20

Assignment-1

5/21/2018 M&A

3/20

Acquirers Motive

The main motive of the acquirer company is to expand its business and to have wider range as

Gee El Woollens was a growing company listed in NSC was profitable to be taken which has

been proof by the coming years.

Targets Motive

Gee El Woollens announced that the company has commenced its export activities in the new

name of Atlas Jewellery (India) in accordance with main object of the company.

Thus, it clear that the acquirer company has gone in for the acquisition because it feels that the

target company is undervalued and that with the acquisition done it can better reinforce the

company to earn better profits.

Financials of the acquirer

M/S ATLAS JEWELLERY PVT LTD (ACQUIRER)

This Offer is being made by Atlas Jewellery Pvt. Ltd ("AJP" or "Acquirer").

Atlas Jewellery Pvt Limited (hereinafter referred to as "AJP") is a private company incorporated

with the Asst. Registrar of Companies, Kerala at Kochi vide its certificate of incorporation dated

October 16, 2003 under the provisions of Company Act, 1956. At present the Registered Office

of the Company is situated at Door No. XI/305 II, Near Federal Bank Ltd, Opp. CIAL,

Vappalassery P.O. Nedumbassery, Angamally, Kerela - 683572.

Presently, the acquirer company is engaged in the business of goldsmiths, silversmiths, jewellers,and gem and diamond merchants and of acquiring and trading in metals.

The Company does not belong to any group as such.

The Compliances under Chapter V of SEBI Takeover Regulations, 2011 was applicable to the

Acquirer for acquisition of shares in past and the acquirer has made the disclosures under the

provisions of the Regulations within due date as prescribed under the Regulations.

(Amount in INR Lacs)

Profit & Loss Statement Year Ended Year Ended Year

Ended

Period ended

31.03.2010 31.03.2011 31.03.2012 31.12.2012

(Audited) (Audited) (Audited) (Unaudited)

Income from Operations 0.00 0.00 427.40 12107.97

5/21/2018 M&A

4/20

Other Income 0.00 0.00 0.00 22.91

Total Income 0.00 0.00 427.40 12130.88

Total Expenditure (1.67) 1.96 443.44 11610.71

Profit before Depreciation, Interest

and Tax

(0.58) (1.96) (16.04) 520.17

Depreciation 1.09 0.00 0.00 47.39

Interest 0.00 0.00 0.57 232.58

Profit before Tax 0.00 (1.96) (16.61) 240.20

Provision for Tax 0.00 0.00 0.00 73.03

Profit after Tax 0.00 (1.96) (16.61) 167.17

Balance Sheet Statement Year

Ended

Year Ended Year

Ended

Period ended

31.03.2010 31.03.2011 31.03.2012 31.12.2012

(Audited) (Audited) Audited) (Unaudited)

Sources of Funds

Paid up Share Capital 25.00 25.00 200.00 1100.00

Reserves & Surplus

(Excluding Revaluation Reserve)

(24.75) (26.71) (43.32) 123.85

Net worth 0.25 (1.71) 156.68 1223.85

Secured Loan 0.00 0.00 427.40 8615.80

Unsecured Loan 4.85 59.74 28.50 733.19

Total 5.10 58.03 612.58 10572.84

Uses of Funds

Net Fixed Assets 4.42 0.00 0.41 1647.23

Investments 0.00 0.00 0.00 0.00

Net Current Assets 0.62 58.00 612.17 8925.61

Miscellaneous Expenses not written

off

0.06 0.03 0.00 0.00

Total 5.10 58.03 612.58 10572.84

Other Financial Data Year

Ended

Year Ended Year

Ended

Period ended

31.03.2010 31.03.2011 31.03.2012 31.12.2012

(Audited) (Audited) (Audited) (Unaudited)

Dividend(%) 0.00 0.00 0.00 0.00

Earning Per Share (In Rs.) (16.74) (0.78) (1.61) 3.12

* As Certified by Mr M Gopalakrishnan, partner of M/S Gopan & Syam Associates, Chartered

Accountants,(Membership No.20933),being statutory auditor of the company having their office at

37/3980, Opp. Renewal Centre, Azad Road, Kaloor, Kochi - 682017, Phone No. 0484 - 2535530 vide

their Certificate dated February 22, 2013.

5/21/2018 M&A

5/20

The shares of AJP are not listed on any stock exchange.

The Acquirer has not been prohibited by the Securities and Exchange Board of India (hereinafter

referred to as "SEBI") from dealing in securities, in terms of directions issued under Section

11B of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as

"SEBI Act") or under any of the Regulations made under the SEBI Act, 1992.

As per declaration provided by the acquirer, there is no litigations are pending against the

acquirer.

The Contingent Liabilities of the acquirer as on March 31, 2012 is Nil.

Key Ratios Acquirers Financials

Mar 2014 Mar 2013 Mar 2012

Debt-Equity

Ratio0.01 0.07 0.07

RONW (%) 4.28 0.00 13.26

EPS 0.32 0.00 0.20

Financials of the target

COMPANY GEE EL WOOLLENS

LTD (GEE EL)

Share Capital Structure of the Target Company

Paid up Equity Shares No. of shares/ voting

rights

% of Shares / voting

rights

Fully paid-up equity shares 4205200 100.00

Partly paid-up equity shares Nil Nil

Total paid-up equity shares 4205200 100.00

Total voting rights in the Target

Company

4205200 100.00

The shares of the Target Company was suspended from trading w.e.f February 27, 1999 on

Bombay Stock Exchange Ltd, later Target Company filed an application for revocation of

5/21/2018 M&A

6/20

suspension of trading of securities, which was considered by the Internal Committee of Bombay

Stock Exchange on August 04, 2011 and then suspension was revoked by the Exchange on

December 14, 2011 vide its Notice No. 20111214-26. The Delhi Stock Exchange Limited vide

its letter dated March 07, 2013 informed that the trading in the securities of the company is

suspended at the exchange due to non-compliance with the listing agreement and the target

company is taking steps to regularize the same.All the shares of the Target Company are listed on Bombay Stock Exchange Limited (BSE),

Ahmadabad Stock Exchange Limited (ASE), Jaipur Stock Exchange Limited (JSE) and Delhi

Stock Exchange Limited (DSE).

There are no outstanding convertible instruments / partly-paid up Equity Shares in the target

company.

*None of the above Directors of the Target Company represent the Acquirer.

There have been no merger/de-merger / spin off during the last 3 years involving the Target

Company. Gee EL Woollens Limited (hereinafter referred to as "GEE EL"), was originally

incorporated as private company in the name of Gee El Woollens Private Ltd on May 31, 1989

with the Registrar of Companies, Jaipur, Rajasthan and subsequently it is converted in to Public

Limited Company vide fresh certificate of incorporation dated June 15, 1993, with the Registrar

of Companies, Rajasthan, Jaipur under its present name GEE EL Woolens Limited under the

provisions of Companies Act, 1956.

Financial Highlights of the Target Company

The brief audited financial details of the Target Company for the preceding three financial years

are as under.

(INR in Lacs)

Profit & Loss Statement Year

Ended

Year

Ended

Year

Ended

Half Year

ended

31.03.2010

31.03.2011 31.03.2012

30.09.2012

(Audited) (Audited) (Audited)

(Unaudited

)

Income from Operations 0.00 0.00 0.00 0.00

Other Income 15.74 16.81 100.01 0.00

Total Income 15.74 16.81 100.01 0.00

Total Expenditure 0.44 4.07 24.22 1.58

Profit before Depreciation, Interest

and Tax

15.30 12.74 75.79 (1.58)

Depreciation 0.68 0.50 0.37 0.00

5/21/2018 M&A

7/20

Interest 0.04 0.02 0.00 0.00

Profit before Tax 14.58 12.22 75.42 (1.58)

Provision for Tax 0.36 0.65 1.67 0.00

Loss from exceptional items

(Loss from F & O Derivatives)

- - 65.31 0.00

Profit after Tax 14.22 11.57 8.44 (1.58)

Balance Sheet Statement Year

Ended

Year

Ended

Year

Ended

Half Year

ended

31.03.2010 31.03.2011 31.03.2012 30.09.2012

(Audited) (Audited) (Audited)

(Unaudited)

Sources of Funds Separately

provided as

per Revised

Schedule VIFormat

Separately

provided as

per

RevisedSchedule VI

Format

Paid up Equity Share Capital 426.02 426.02

Reserves & Surplus(Excluding Revaluation Reserve)

(262.49) (250.92)

Net Worth 163.53 175.10

Secured Loans 0.00 0.00

Unsecured Loans 0.00 0.00

Total 163.53 175.10

Uses of Funds

Net Fixes Assets 1.94 1.44

Investments 0.00 0.00

Net Current Assets 161.59 173.66Total 163.53 175.10

(INR in Lacs)

* As Certified by Mr Deepak Suneja, partner of M/S A.Kay. Mehra & Co., Chartered Accountants,

(Membership No.501957), beingstatutory auditor of the company having their office at 114 (Basement),

Mall Road, Kingsway Camp, Delhi - 110009 (Near GTB Nagar Metro Station), Phone No. 011 -

32965997.

Suitable action may be taken against the Target Company for violation of provisions of Regulation 8(3) of

SEBI (SAST) Regulations, 1997.

5/21/2018 M&A

8/20

Key ratio of the target

Mar 2014 Mar 2013 Mar 2012

Debt-Equity

Ratio

0.01 - 0.14

RONW (%) 2.36 - -

EPS 0.32 -0.07 0.20

Effect on the Stock Price of the acquirer

Pre and Post Offer shareholding of the Acquirer/PACs in Target

Company:

Sr. No Shareholding of acquirer/PACs Number

shares

of % to totalcapital as on

closure oftendering

period

1 Shareholding before PA 996754 23.70

2 Shares acquired by way of an

agreement if applicable

592500 14.09

3 Share acquired after the PA

date but before 3 working

days prior to thecommencement of tenderingperiod

Through Market

Purchase

Through Negotiated

deals/off market deals

Nil

Nil

N.A

N.A

4 Share acquired in the open offer 46790 1.11

5 Shares acquired duringexempted 21 days period

after the offer, if applicable

Nil N.A

6 Post Offer shareholding 1636044 38.91

5/21/2018 M&A

9/20

Further Details as under regarding the acquisition mentioned at points 3, 4 & 5

of the above table.

1 Name of entity who acquired the

shares

Alas Jewellery (P) Ltd as per

points 4

2 Whether disclosure about the above

entity was given in the letter of offer

as either acquirer or PACs

Yes, Shares to be acquired

from the public

shareholders under the

offer was disclosed in the

letter of offer.

3 No. of shares acquired per entity 46790

4 Purchase price per share 9.50

5 Mode of acquisition Off Market

6 Date of acquisition/Transfer 23.05.2013

7 Name of the Seller in caseidentifiable

Public Shareholders

Effect on the Stock Price of the target

Details of the market price of the shares of Target Company:

Name of the stock exchanges where the shares of the targetcompany have most frequently traded during 12 calendar months

prior to PA, and the volume of trading relative to the total

outstanding shares of the target company.

Name of the

Stock Exchange

Total number of equityshares traded during the 12

calendar months prior tothe month of PA i.eFebruary

2012 to January 2013

Total Number of

Listed Shares

BSE 1895078 4319200

Details of Market Price of the shares of the target company are the

aforesaid stock exchanges as under:

Sr.

No

Particulars Date Rs. Per Share

5/21/2018 M&A

10/20

1 1 trading days prior to

PA

26.02.2013 Opening Price: 9.30

Closing Price: 9.30

2 On the date of PA 27.02.2013 Opening Price: 9.76

Closing Price: 9.76

3 On the date of

commencement oftendering period

26.04.2013 Opening Price: 12.00

Closing Price: 10.95

4 On the date of expiry of

the tendering period

13.05.2013 Opening Price: Nil

Closing Price: Nil

5 10 working days after the

last date of

tendering period

23.05.2013 Opening Price: 9.36

Closing Price: 9.01

6 Average market price

during the tendering

period

Rs 9.72

Details of Public Shareholding in Target Company

1 The minimum public shareholding the

target company is required to maintain for

continuous listing

25%

2 The actual public shareholding and if it hasfallen below the minimum publicshareholding limit, delineate the stepswhich will taken in accordance with the

disclosures given in letter of offer

61.09%

5/21/2018 M&A

11/20

Assignment-2

5/21/2018 M&A

12/20

Introduction to the Acquisition

Atlas Jewellery (P) Limited acquired GEE EI Woolens Limited on 23rd

may 2013 by paying Rs.

444505 in cash to 46790 shareholder @ Rs. 9.50 per share.

Backgroundof GEE EI Woolens Limited (Target Company)

Gee El Woollens Limited (GEWL) was incorporated as a private limited company on 31st May,

1989 and obtained certificate of change of name from the Registrar of Companies, Rajasthan atJaipur. It is an existing profit making company engaged in the manufacture of woollen yarn at

Industrial Area, Bikaner with an installed capacity of 600 MT per annum with financial

assistance from RFC. The plant commenced commercial production in May, 1990.

Looking to the increasing demand for woollen yarn and woollen carpets in domestic and

international markets and with a view to reaping the benefits of economies of scale, the

Company proposes to increase its installed capacity of woollen yarn to 1500 MT per annum andcreate fresah capacity for the manufacture of tufted and loom carpets of 60000 sq.mtrs. per

annum and 120000 sq.mtrs per annum respectively mainly for exports.

Background of Atlas Jewellery (P) Limited (Acquirer)

Atlas Jewellery Private Limited is a Private Company incorporated on 16 October 2003. It is

classified as Indian Non-Government Company and is registered at Registrar of Companies,

ROC-Ernakulam. Its authorized share capital is Rs. 1,000,000,000 and its paid up capital is Rs.700,000,000.

Atlas Jewellery Private Limited's Annual General Meeting (AGM) was last held on 10

September 2012 and as per records from Ministry of Corporate Affairs (MCA), its balance sheet

was last filed on 31 March 2012.

Atlas Jewellery Private Limited's Corporate Identification Number is (CIN)U36911KL2003PTC016547 and its registration number is 16547. Its registered address is DOOR

NO.XI/305 H, NEAR FEDERAL BANK LTD OPP.CIAL, VAPPALASSERY P.O,

NEDUMBASSERY, ANGAMALLY - 683572, Kerala INDIA.

There are 3 directors of Atlas Jewellery Private Limited. Current status of Atlas Jewellery

Private Limited is - Active.

It offer a wide range of choice in fashionable jewellery, modern & chic as well as traditional &

ethnic, and has over 50 establishments and a store in every major business market in the GCC.

5/21/2018 M&A

13/20

Brief provisions of SEBI (SAST) Regulations, 2011

A. Public Announcement:

B. Detailed Public Statement:

C. Draft Letter of Offer & Letter of Offer:

D. Recommendation of the Committee of Independent DirectorsE. Offer Opening Public Announcement

F. Post offer AdvertisementG. Post Open offer Advertisement

Rationale of the publication of each document:

A. Public Announcement:

B. Detailed Public Statement (DPS):

C. Draft Letter of offer (DLOF):D. Letter of Offer:

E. Recommendations of the committee of independent directors:F. Offer Opening Public Announcement:G. Post Offer Advertisement:

H. Post Open Offer Report:

Brief Information of Acquisition

ACQURIER CO Atlas Jewellery (P) Limited

TARGET CO GEE EI Woolens Limited

MANAGER TO THE OFFER: D & A Financial Services (P) Limited

OFFER SIZE Rs 10386844.00 Cash, for Rs 9.50 per share

5/21/2018 M&A

14/20

Details of Sellers

Name ofthe Selling

Sharehold

ers

Part ofPromoter

Group (Yes

/No)

Details of Shares / voting rights held by the selling shareholders

Pre Transaction Post Transaction

Number

of Shares% Number

of Shares%

Vinod

Agarwal

Yes 352500 8.38% Nil Not Applicable

PushpaRani

Agarwal

Yes 240000 5.71% Nil Not Applicable

Acquirer Company

The Shareholding Pattern of the Acquirer Company as on 31.12.2012 is given as under:

S. No. Name No. of Shares % of shareholding

Promoters

1. M.M Ramachandran 10999000 99.9

2. Indira Ramachandran 1000 0.01%

Public Nil N.A

TOTAL110000000 100.00

5/21/2018 M&A

15/20

The brief consolidated financial information of the Target Company, as derived from its

audited consolidated review consolidated financial statements of the Target Company as at

and for the financial year ended March 31, 2013, is as under:

(Amount in INR Lacs)

Particulars As at and for thefinancial year

ended Dec 31,

2012

(Unaudited)

As at and for thefinancial year

ended March 31,

2012 (Audited)

As at and for thefinancial year

ended March 31,

2011 (Audited)

As at and for thefinancial year

ended March 31,

2010 (Audited)

Total Revenue 12130.88 427.40 0.00 0.00

Net

Income/(Loss)

520.17 (16.04) (1.96) (0.58)

EPS 3.12 (1.61) (0.78) (16.74)

Net Worth

(excluding

revaluation

reserves)

1223.85 156.68 (1.71) 10.25

Offer Price

The Offer Price of Rs 9.50/-(Rupees Nine and Paisa Fifty Only) per Offer Share is justified in

terms of Regulations 8(2) of the SEBI (SAST) Regulations, being the highest of the following

parameters:

Details Rupees

a. The Negotiated Price Rs. 9.00

b. The Volume Weighted average price paid or

payable for acquisition, by the Acquirer or

PAC during the fifty two weeks immediately

preceding the date of PA

Not Applicable

c The Highest Price paid or payable for anyacquisition by the Acquirer or PAC during the

twenty six weeks immediately preceding thedate of the PA

Rs 6.57

5/21/2018 M&A

16/20

#

Price for the shares to be acquired under SPA

As per Regulation 8(2)(c) of the SEBI (SAST) Regulations, highest price paid for an

acquisition whether by the Acquirer , during the twenty six (26) weeks immediately preceding

the date of the PA is Rs.6.57/-

The price and volume data of the Equity Shares on BSE, i.e. where the Equity Shares of theTarget Company are most frequently traded, for a period of 60 (sixty) trading days immediately

preceding the earlier of, the date on which the primary acquisition is contracted, and the date on

which the intention or the decision to make the primary acquisition is announced in the publicdomain, as per Regulation 8(2) of the SEBI (SAST) Regulations, are set forth below:

S. No. DateTotal traded equityshares Total Turnover

Volume

Weighted

Average Price

1 16-Nov-12 2302 30003 13.032 19-Nov-12 1650 20707 12.55

3 20-Nov-12 5000 59846 11.97

4 23-Nov-12 4000 48365 12.09

5 26-Nov-12 3800 41290 10.87

6 27-Nov-12 3400 35224 10.36

7 29-Nov-12 6001 62350 10.39

8 30-Nov-12 19226 195126 10.15

9 3-Dec-12 4451 44227 9.94

10 4-Dec-12 5400 52934 9.8

11 5-Dec-12 250 2430 9.7212 6-Dec-12 6000 58275 9.71

13 7-Dec-12 4200 41020 9.77

14 10-Dec-12 600 5706 9.51

15 11-Dec-12 485 4646 9.58

16 12-Dec-12 32765 319354 9.75

17 14-Dec-12 200 1916 9.58

18 17-Dec-12 600 5517 9.2

d The volume weighted average market price of

Equity Shares of the Target Company for a

period of sixty trading days immediately

preceding the date of the PA as traded on

Bombay Stock Exchange Limited, being theStock Exchange where the maximum volume

of trading in the shares of the Target Companyare recorded during such period, the shares

being frequently traded.

Rs 9.22

5/21/2018 M&A

17/20

19 19-Dec-12 210 1894 9.02

20 20-Dec-12 400 3845 9.61

21 21-Dec-12 3090 30711 9.94

22 24-Dec-12 5704 55795 9.78

23 26-Dec-12 7592 73568 9.69

24 27-Dec-12 7343 73089 9.9525 28-Dec-12 6656 68926 10.35

26 31-Dec-12 1 9 9

27 1-Jan-13 217 1965 9.06

28 2-Jan-13 410 3807 9.28

29 3-Jan 310 2805 9.05

30 4-Jan 5875 55638 9.47

31 7-Jan 2432 24098 9.91

32 8-Jan 93614 967874 10.34

33 9-Jan 100050 1049505 10.49

34 10-Jan 20502 210019 10.2435 11-Jan 5 47 9.4

36 14-Jan 600 5891 9.82

37 15-Jan 1 8 8

38 16-Jan 1 8 8

39 17-Jan 60 512 8.53

40 18-Jan 100 827 8.27

41 23-Jan 1100 8657 7.87

42 24-Jan 300 2253 7.51

43 28-Jan 100 719 7.19

44 30-Jan 1333 10048 7.54

45 31-Jan 35050 231327 6.59

46 1-Feb 199 1245 6.26

47 5-Feb 150215 968433 6.45

48 6-Feb 1000 6890 6.89

49 7-Feb 100 723 7.23

50 8-Feb 1615 12257 7.59

51 11-Feb 500 3980 7.96

52 12-Feb 1293 10796 8.35

53 13-Feb 300 2628 8.76

54 14-Feb 5 45 9

55 15-Feb 5 43 8.656 18-Feb 800 6855 8.56

57 21-Feb 2 17 8.5

58 22-Feb 300 2700 9

59 25-Feb 201 1835 9.13

60 26-Feb 3161 29397 9.29Volume Weighted Average Price (Total Turnover divided by Total Traded Equity Shares) 9.22

5/21/2018 M&A

18/20

Based on the above data, the VWAMP (Total Turnover / Total Traded Quantity) for 60

trading days immediately preceding the date of PA is Rs 9.22.

Escrow Account

In accordance with Regulation 17(1) of the SEBI (SAST) Regulations, on 1st March, 2013, theAcquirer had opened a fixed deposit account with Axis Bank Limited, a banking company

incorporated under the Companies Act and acting through its branch offices at Nehru Place, New

Delhi, India (Escrow Bank), and had made a cash deposit of ` 26, 00,000 (Rupees twenty six

lakhs only) in the same. The cash deposited in such fixed deposit account represented more than25% of the total consideration payable to the Equity Shareholders under this Offer in compliance

with the Regulations 17(3) (a) and 17(4) of the SEBI (SAST) Regulations.

Details

Date(s) of creation Amount Form of escrow account

March 01, 2013 Rs. 26,00,000 Cash

Payment of Consideration

Sr. No. Item Details

1. Offer Price for fully paid shares of TC (Rs. per share) Rs. 9.50

2. Offer Price for partly paid shares of TC, if any N.A.

3. Offer Size (no. of shares x offer price per share) Rs. 4,44,505 (46790

equity

shares at Rs. 9.50 per

share)

4. Mode of payment of consideration (cash or shares or

secured listed debt instruments or convertible debt

securities or combination)

Cash

5. If mode of payment is other than cash, i.e. through shares / debt or convertibles:a. Details of offered security

Nature of the security (shares or debt orconvertibles)

Name of the company whose securities have

been offered

Salient features of the security

N.A.

5/21/2018 M&A

19/20

b. Swap Ratio (ratio indicating the number of securities of

the offeree company vis--vis shares of TC)N.A.

Conclusion

Activity Schedule

Sr. No. Activity Due dates asspecified in the SAST

Regulations

Actual Dates

1 Date of the public announcement

(PA)

Wednesday, February

27, 2013

Wednesday, February

27, 2013

2 Date of publication of the Detailed

Public Statement (DPS)

Wednesday, March

06, 2013

Wednesday, March

06, 2013

3 Date of filing of draft letter of offer

(LOF) with SEB

Wednesday, March

13, 2013

Wednesday, March

13, 2013

4 Date of sending a copy of the draftLOF to the TC and the concerned

stock exchanges (SE)

Wednesday, March

13, 2013

Wednesday, March

13, 2013

5 Date of receipt of SEBI comments Monday, April 08,

2013

Monday, April 08,

2013

6 Date of dispatch of LOF to the

shareholders / custodian in case of

Depositary Receipts

Wednesday, April 17,

2013

Wednesday, April 17,

2013

7 Dates of price revisions / offer

revisions (if any)

Monday, April 22,

2013

Monday, April 22,

2013

8 Date of publication of

recommendation by the

independent directors of the TC

Tuesday, April 23,

2013

Tuesday, April 23,

2013

9 Date of issuing the offer opening

Advertisement

Thursday, April 25,

2013

Thursday, April 25,

2013

Date of commencement of the Friday, April 26, Friday, April 26,

5/21/2018 M&A

20/20

10 tendering period 2013 2013

11 Date of expiry of the tendering

period

Monday, May 13,

2013

Monday, May 13,

2013

12 Date of making payments to

shareholders / return of rejectedshares

Monday, May 27,

2013

Monday, May 27,

2013

Shareholding

Shareholding in a TC

Class of entities

Pre- offer Post offer (actuals)

No. % No. %

1. Acquirers PACs 996754 23.70 1636044 38.91

2. ErstwhilePromoters(persons who

cease to be promoters

pursuant to the Offer)

592500 14.09 Nil N.A.

3. Continuing Promoters N.A. N.A. N.A. N.A.

4. Sellers if not in 1 and 2 N.A. N.A. N.A. N.A.

5. Other Public

Shareholders

2615946 62.21 2569156 61.09

TOTAL 4205200 100.00 4205200 100.00