DRAFT LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer (LOF) is sent to you as a shareholder(s) of Ganesh Benzoplast Limited (Target Company / TC). If
you require any clarification(s) about the action to be taken, you may consult your stock broker or investment consultant or
Manager to the Offer/ Registrar to the Offer. In case you have recently sold your Shares in the Target Company, please
hand over this LOF and the accompanying Form of Acceptance cum Acknowledgement and Transfer Deed to the Member
of Stock Exchange through whom the sale was effected.
OPEN OFFER by Mr. Rishi Ramesh Pilani, residing at Shanti Sadan, 2nd floor, 10 J.B. Nagar, Andheri (E), Mumbai 400 059,
Tel : 022-61406000, e-mail : [email protected] (Acquirer) alongwith Persons Acting in Concert Tarang Advisory Private
Limited, having their registered office at 19th floor, Nirmal, Nariman Point, Mumbai 400 021, Tel: 022-66102300; e-mail:
[email protected]; CIN : U67110MH2005PTC157924; Mr. Gul Kewalram Bijlani, residing at 1504, 15th floor, Apollo
Raheja Acropolis I, Deonar Pada Road, Deonar village, Deonar, Mumbai 400088, Tel : 022-67772424, e-mail :
[email protected]; and Mr. Dinesh P Thapar residing at 801 Sangeeta Apartments II, Plot No. 588, Sion Trombay Road,
Chembur, Mumbai 400071 Tel : 022-25559988, e-mail : [email protected] (hereinafter collectively referred as PACs).
to the existing shareholders of GANESH BENZOPLAST LIMITED [CIN: L24200MH1986PLC039836]
Regd Office: Dina Building, 1st floor, 53 Maharshi Karve Road, Marine Lines, Mumbai 400 002
Tel Fax : 022-22001928 ; email: [email protected]
TO ACQUIRE 1,34,63,917 Equity Shares of Re.1/- each, representing in aggregate 26% of the fully diluted voting Equity Share
Capital of the Target Company, for cash at a price of Rs. 16.20 per Equity Share.

Notes:
1. The Offer is being made by the Acquirer alongwith PACs, pursuant to the Regulations 3(2) and 4 of Securities and Exchange
Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (SEBI SAST Regulations)
2. This Offer is not conditional to any minimum level of acceptance.
3. This is not a competing offer.
4. There are no statutory approvals required to acquire equity shares that are tendered pursuant to this Open Offer. The Open
Offer would be subject to all the statutory approvals that may become applicable at a later date before the completion of the
Open Offer.
5. The Acquirer alongwith PACs may revise the Offer Price at anytime upto 3 working days prior to the opening of the tendering
period of the Offer. Any upward revision/withdrawal, if any, of the Offer would be informed by way of another
Announcement in the same newspapers and editions in which the original Detailed Public Statement had appeared.
Consideration at the same rate will be paid by the Acquirer / PACs for all equity shares tendered anytime during the Offer.
6. There was no competing offer
7. A copy of the Public Announcement, Detailed Public Statement and the LOF (including Form of Acceptance-cumAcknowledgement) are also available on Securities and Exchange Board of Indias (SEBI) website: www.sebi.gov.in.

MANAGER TO THE OFFER

Merchant Banking Division
SEBI REGN NO.: INM 000011070
#1011, Solitaire Corporate Park,
Guru Hargovindji Road, Chakala,
Andheri (E), Mumbai 400 093
Tel : 022-42254800; Fax : 022-42254880
Email: [email protected]
Contact Persons: Mr. Amol Kshirsagar / Mr. Satish Kumar P.

REGISTRAR TO THE OFFER

Bigshare Services Private Limited
SEBI Registration No: INR000001383
E/2, Ansa Industrial Esatte,
Saki Vihar Road,
Andheri (E),Mumbai-400072
Tel: 022-40430200; Fax: 022-28475207
Website: www.bigshareonline.com
E-Mail: [email protected]
Contact Person : Mr. Vipin Gupta

The Schedule of activities is as follows:

Activity
Public Announcement Date
Detailed Public Statement Date
Filing of draft Letter of Offer with SEBI
Last date for competing offer
SEBI observations on draft LOF
Identified Date (Identified date is only for the purpose of
determining the shareholders to whom the LOF shall be sent)
Date by which LOF will be despatched to the shareholders
Last date by which the Board of TC shall give its recommendation
Issue Opening Advertisement Date
Date of commencement of tendering period (open date)
Date of expiry of tendering period (closure date)
Date by which all requirements including payment of
consideration would be completed

Day & Date

Wednesday, December 9, 2015
Wednesday, December 16, 2015
Wednesday, December 23, 2015
Friday, January 8, 2016
Friday, January 15, 2016
Tuesday, January 19, 2016
Wednesday, January 27, 2016
Monday, February 1, 2016
Tuesday, February 2, 2016
Wednesday, February 3, 2016
Tuesday, February 16, 2016
Wednesday, March 2, 2016

RISK FACTORS
Risk Factors relating to the proposed Offer
1.

2.

3.
4.

5.

In the event that either (a) the regulatory approvals are not received in a timely manner; (b) there is
any litigation leading to a stay on this offer, or (c) SEBI instructs the Acquirer to comply with certain
conditions before proceeding with the offer, then the offer procedure may be delayed beyond the
schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to
the public shareholders of the Target Company, whose shares have been accepted in the offer as well
as the return of shares not accepted by the Acquirer / PACs, may be delayed. In case of delay in
receipt of any statutory approval, SEBI has the power to grant extension of time to the Acquirer /
PACs for payment of consideration to the public shareholders of the Target Company who have
accepted the Offer within such period, subject to the Acquirer alongwith PAC agreeing to pay interest
for the delayed period if directed by SEBI in terms of Regulation 18(11) of the SEBI SAST Regulations.
As per Regulation 18(9) of SEBI SAST Regulations, Shareholders who have tendered shares in
acceptance of the open offer shall not be entitled to withdraw such acceptance during the
tendering period, even if the acceptance of shares under the Offer and dispatch of consideration
gets delayed.
In the event of over-subscription to the Offer, the acceptance will be on a proportionate basis.
The tendered shares and the documents would be held in trust by the Registrar to the Offer until the
completion of Offer formalities and during this period, shareholders who have tendered their shares
in the Offer will not be able to trade in the shares on the Stock Exchanges or take advantage of
upward movement in the share price, if any. Accordingly, the Acquirer / PACs make no assurance
with respect to any decision by the shareholders on whether or not to participate in the offer.
The Acquirer / PACs and the Manager to the Offer accept no responsibility for statements made
otherwise than in the Letter of Offer (LOF)/ Detailed Public Statement (DPS)/Public Announcement
(PA) and anyone placing reliance on any other sources of information (not released by the
Acquirer/PAC) would be doing so at his / her / its own risk.

Probable risks involved in associating with the Acquirer / PACs

1.
2.

3.

The Acquirer / PACs make no assurance with respect to the financial performance of the Target
Company after completion of Open Offer and disclaims any responsibility with respect to any
decision by the Shareholders on whether or not to participate in the Offer.
The Acquirer / PACs make no assurance with respect to its investment/divestment decisions relating
to its proposed shareholding in the Target Company.
The Acquirer / PACs do not provide any assurance with respect to the market price of the Equity
Shares of the Target Company before, during or after the Offer.

The risk factors set forth above, pertain to the Offer and associating with the Acquirer / PACs, and are not
in relation to the present or future business or operations of the Target Company or any other related
matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in
participation or otherwise by a shareholder in the Offer. Shareholders of the Target Company are advised
to consult their stockbrokers or investment consultants, if any, for analysing all the risks with respect to
their participation in the Offer

TABLE OF CONTENTS
Sr. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.

1.

Subject
Definitions and Abbreviations
Disclaimer Clauses
Details of the Offer
Background of the Acquirer / PACs
Background of the Target Company
Offer Price and Financial Arrangements
Terms & Conditions of the Offer
Procedure for Acceptance and Settlement of the Offer
Material Documents for Inspection
Declaration by the Acquirer / PACs
Form of Acceptance -cum-Acknowledgement

Page No.
3
4
5
7
13
18
20
21
25
26
27

DEFINITIONS/ABBREVIATIONS
The following definitions apply through this document, unless the context requires otherwise:
1.
Acquirer
Mr. Rishi Ramesh Pilani
2.
Book Value
Book Value of each Equity Share as on the date referred to
3.
BSE
BSE Limited
4.
DPS/ Detailed Public
Announcement of this Offer published on behalf of the
Statement
Acquirer / PACs to the Shareholders of the Target Company
on December 16, 2015 in Business Standard, English and
Hindi (all editions) and Mumbai Lakshwadeep (Mumbai)
5.
Eligible Person(s) for
All owners (registered or unregistered) of Shares of Target
the Offer
Company (other than the Promoters, Acquirer / PACs and
deemed PACs) anytime before the closure of the Offer
6.
EPS
Earnings per Equity Share
7.
FOA/Form of Acceptance
Form Of Acceptance Cum Acknowledgement
8.
Identified Date
Being the date for the purpose of determining the names of
the Shareholders to whom the Letter of Offer will be sent
9.
Letter of Offer / LOF
This Letter of Offer
10. Maximum Consideration
Total consideration payable by the Acquirer / PACs under
this Offer assuming full acceptance by Eligible Person(s) for
the Offer, amounting to Rs. 21,81,15,455.40 (Rupees Twenty
One Crore Eighty One Lakhs Fifteen Thousand Four
Hundred Fifty Five and Paise Forty only)
11. Merchant Banker/ Manager Arihant Capital Markets Limited
to the Offer
12. NAV
Net Asset Value per Equity Share
13. NRI(s)
Non Resident Indians and persons of Indian origin residing
abroad
14. Offer
Open Offer being made by the Acquirer alongwith PACs for
acquisition of 1,34,63,917 Equity Shares to the public
shareholders, representing 26% of the fully diluted voting
equity share capital of the Target Company at the Offer Price
payable in cash.
15. Offer Price
Rs. 16.20 per Equity Share
3

16.

17.

18.
19.
20.
21.
22.
23.

24.
25.
26.
27.
28.

2.

PAC

Persons Acting in Concert in this case being Tarang

Advisory Private Limited, Mr. Gul Kewalram Bijlani and
Mr. Dinesh P. Thapar
Public Announcement or Public Announcement filed on December 9, 2015 with BSE
PA
Limited and Ganesh Benzoplast Limited and on December
10, 2015 with SEBI
PAT
Profit after Tax
PBDIT
Profit Before Depreciation, Interest and Tax
PBT
Profit Before Tax
RBI
Reserve Bank of India
Registrar to the Offer
Bigshare Services Private Limited
SEBI SAST Regulations
Securities and Exchange Board of India (Substantial
Acquisition of Shares & Takeovers) Regulations, 2011 as
amended till date
SEBI
Securities and Exchange Board of India
Share(s)
Fully paidup Equity Shares of face value of Re. 1/- each of
the Target Company
Shareholders
Shareholders of the Target Company
Target
Company/
the Company whose Equity Shares are proposed to be acquired
Company
viz. Ganesh Benzoplast Limited
Tendering Period
Period within which shareholders may tender their shares in
acceptance of this open offer i.e. from February 3, 2016 to
February 16, 2016

DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER
WITH SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY
WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED
OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO
SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES
CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE
SHAREHOLDERS OF GANESH BENZOPLAST LIMITED TO TAKE AN INFORMED
DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER(S), PACs
OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN
THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE
ACQUIRER / PACs ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS,
ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER
OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE
TO ENSURE THAT THE ACQUIRER / PACs DULY DISCHARGE THEIR
RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE,
THE MANAGER TO THE OFFER M/S. ARIHANT CAPITAL MARKETS LIMITED HAS
SUBMITTED A DUE DILIGENCE CERTIFICATE DATED DECEMBER 23, 2015 TO SEBI IN
ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND
TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT(S) THEREOF.
THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE
ACQUIRER / PACS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY
CLEARANCES AS MAYBE REQUIRED FOR THE PURPOSE OF THE OFFER.
4

3.

DETAILS OF THE OFFER

3.1 Background of the Offer
3.1.1 This Open Offer is being made by Mr. Rishi Ramesh Pilani (Acquirer) alongwith Tarang
Advisory Private Limited; Mr. Gul Kewalram Bijlani and Mr. Dinesh P. Thapar, Persons
Acting in Concert (PACs). The Acquirer presently holds 1,76,097 Equity Shares in the
Target Company representing 0.34% of its paid-up capital. The promoter group as whole
holds 1,90,34,531 Equity Shares in the Target Company constituting 36.76% of its Equity
Capital. The PACs do not hold any Equity Shares in the Target Company.
3.1.2 Under a Call Option agreed to between India Debt Management Private Limited (the
Seller) and Susram Financial Services & Realty Private Limited, a Promoter Group
entity, the latter has nominated Mr. Rishi Ramesh Pilani, (the Acquirer and also one of the
promoters of the Target Company), the PACs Tarang Advisory Private Limited, Mr. Gul
Kewalram Bijlani and Mr. Dinesh Thapar, to acquire 44,07,014 Equity Shares of Re. 1/each at a price of Rs. 6/- per Equity Share from India Debt Management Private Limited
by exercising the Call Option. This represents 8.51% of the paid-up capital of the Target
Company.
3.1.3 On December 9, 2015, Mr. Rishi Ramesh Pilani in exercise of the aforesaid call option
agreed to purchase, alongwith PACs 44,07,014 Equity Shares (representing 8.51% of the
paid-up capital of the Target Company) of Re. 1/- each at a price of Rs. 6/- per Equity
Share from the Seller.
3.1.4 These shares have been acquired on December 9, 2015 in the following manner :
Acquirer / PAC
Mr. Rishi R Pilani
Tarang Advisory Private Limited
Mr. Gul Kewalram Bijlani
Mr. Dinesh P. Thapar
Total

No. of Equity Shares

5,73,679
21,66,667
8,33,334
8,33,334
44,07,014

The aforesaid 44,07,014 Equity Shares have been kept in a demat escrow account with
Escrow Agent, Arihant Capital Markets Limited, pursuant to a Demat Escrow Agreement
dated December 9, 2015 and the same will be disposed off by the Escrow Agent in
accordance with the said agreement after completion of the Open Offer formalities.
3.1.5 As detailed above, Mr. Rishi Ramesh Pilani, the Acquirer, belongs to the promoter group
and the existing holding of the promoters in the Target Company taken together with the
holding sought to be acquired under aforesaid exercise of call option would result in the
Acquirer alongwith PACs triggering compliances under the SEBI SAST Regulations,
including an Open Offer to the public shareholders of the Target Company under
Regulations 3(2) and 4. After the present Open Offer, the shareholding of PACs would
also be classified as part of the promoter group.
3.1.6 This offer to acquire 1,34,63,917 Equity Shares of face value of Re. 1/- each at a price of Rs.
16.20 per Equity Share, representing 26% of the paid-up voting Equity Share capital of the
Target Company is being made in terms of Regulation 3(2) and 4 of SEBI SAST
Regulations for the purpose of substantial acquisition of Equity Shares and voting rights
of the Target Company.
5

3.1.7 The Target Company, the Acquirer and the PACs have not been prohibited by SEBI from
dealing in securities, in terms of directions issued pursuant to Section 11B of the SEBI Act,
1992 or under any of the Regulations made under the SEBI Act.
3.1.8 The Board of the Target Company has in accordance with Regulation 26(6) of the SEBI
SAST Regulations, constituted a committee of independent directors who would provide
its written reasoned recommendation on the Offer to the Shareholders of the Target
Company. In accordance with Regulation 26(7), the committee of independent directors of
the Target Company shall provide their reasoned recommendations on this open offer to
its shareholders and the Target Company shall in accordance with Regulation 26(6), cause
to publish such recommendation atleast two working days before the commencement of
the tendering period, in the same newspapers where the DPS of the Offer was published.
3.2

Details of the proposed Offer

3.2.1 A detailed public statement, as per Regulation 14 (3) of the SEBI SAST Regulations, was
made in the following Newspapers, on December 16, 2015 :
Newspaper
Business Standard
Mumbai Lakshadweep

Language of the Newspapers

English and Hindi
Marathi

Editions
All
Mumbai

Copy of the detailed public statement is also available at SEBI's website: www.sebi.gov.in
3.2.2 The Acquirer alongwith PACs are making an open offer in terms of Regulation 3(2) and
4 of the SEBI SAST Regulations as aforesaid, to the public equity shareholders of the
Target Company to acquire up to 1,34,63,917 Equity Shares of Re. 1/- each representing
26% of the paid up equity voting share capital of the Target Company, at a price of Rs
16.20 per Share (Offer Price) payable in cash subject to the terms and conditions set out
in the Public Announcement, DPS and this Letter of Offer
3.2.3 The Offer price is Rs. 16.20 per Equity Share. There are no partly paid up shares.
3.2.4 There is no differential pricing for the shares proposed to be acquired under the open
offer.
3.2.5 This is not a competing offer.
3.2.6 The Offer is not subject to any minimum level of acceptance from the shareholders i.e. it is
not a conditional offer and the Acquirer / PACs will be obliged to acquire all the equity
shares tendered in response to the Offer, subject to a maximum of 1,34,63,917 Equity
Shares that are tendered in the valid form in terms of the Offer subject to the terms and
conditions mentioned in the DPS and this Letter of Offer (LOF).
3.2.7 All the shares to be tendered in the Open Offer shall be free from lien, charge and
encumbrances of any kind whatsoever.
3.2.8 There was no competing offer.

3.2.9 The Acquirer and the PACs have not purchased any Shares of the Target Company after
the date of Public Announcement (PA).

3.3

Object and Purpose of Acquisition/offer and Future Plans

3.3.1 The Acquirer belongs to the promoter group. After the present Open Offer, the
shareholding of PACs would also be classified as part of the promoter group. The
Acquirer and the PACs, upon completion of the present open offer, intend to continue the
existing activities of the Target Company.
3.3.2 The Acquirer / PACs do not currently have any plans to dispose off or otherwise
encumber any assets of the Target Company in the succeeding two years from the date of
closure of the Offer, except in the ordinary course of business. The Acquirer / PACs
undertake that they shall not sell, dispose of or otherwise encumber any substantial assets
of the Target Company except with the prior approval of the Shareholders in compliance
with Regulation 25(2) of the SEBI SAST Regulations, 2011.

BACKGROUND OF THE ACQUIRER / PACs

The Offer is being made by Mr. Rishi Ramesh Pilani, the Acquirer alongwith PACs Tarang
Advisory Private Limited, Mr. Gul Kewalram Bijlani and Mr. Dinesh P. Thapar.
4.1

Mr. Rishi Ramesh Pilani (Acquirer) [PAN : AGCPP2174J; DIN : 00901627]

4.1.1 Mr. Rishi Ramesh Pilani, aged about 37 years is residing at Shanti Sadan, 2nd floor, 10 J.B.
Nagar, Andheri (E), Mumbai 400 059, Tel : 022-61406000, e-mail : [email protected]. Mr.
Rishi Pilani has graduated as Chemical Engineer and has completed his Masters in
Industrial Engineering and Masters in Finance from Rensselaer Polytechnic Institute, New
York. He is the Chairman and Managing Director of the Target Company and has been
actively involved in managing the corporate affairs and operations in the Target Company
since 2006
4.1.2 Besides, he also has promotional interest in the following companies / ventures :
Serial

Name of the Entity

Ganesh Benzoplast Limited

2
3
4
5
6
7
8
9

Ganesh Investment & Financial Technics Pvt Ltd

Futuristic Offshore Services & Chemicals Ltd
Infrastructure Logistic Systems Limited
Ganesh Risk Management Private Limited
Ganesh Vishal Infra Engineering Pvt Ltd
Susram Financial Services & Realty Pvt Ltd
Poonam Software Solutions Private Limited
Ganesh Rail Infra Logistic Private Limited

Position held
Chairman & Managing
Director
Director
Director
Managing Director
Director
Director
Director
Director
Director

4.1.3 Mr. Rishi Pilani is the Chairman & Managing Director of the Target Company. He is also
the Managing Director of Infrastructure Logistic Systems Limited. Save for these, Mr.
Pilani does not hold any whole-time directorship in any of the Companies.
4.1.4 Apart from being on the Board of the Target Company, Mr. Rishi Pilani is also a Director
of Futuristic Offshore Services & Chemical Limited, a listed entity on BSE and presently
suspended for trading. Save for these, Mr. Rishi Pilani does not hold any position in the
Board of Directors of any listed company.
4.1.5 Mr. Rishi Pilani currently holds 1,76,097 Equity Shares acquired by him as under :
Date

No. of
Shares

% to paid-up
capital

Cumulative
holding

Opening
Balance as on
01/04/2015
18-07-2008
24-01-2009
24-01-2009

3,50,000

1.20% #

3,50,000

1,85,950
(5,35,950)
9,22,000

0.63% #
(1.83%) #
3.15% #

5,35,950
Nil
9,22,000

05-08-2010
09-11-2015

(7,50,000)
1,70,764

(1.45%)
0.33%

1,72,000
3,42,764

04-12-2015

3,33,333

0.64%

6,76,097

(5,00,000)
1,76,097

(0.97%)

1,76,097

05-12-2015
Total

Status on
compliances of
SEBI SAST
Regulations

SEBI SAST
compliance not
ascertainable

Reporting
under
Regulation
29(2)
made within due
date

Remarks

Date of
acquisition not
ascertainable
Purchase
Off market sale
Off market
purchase
Off market sale
Off market
purchase
Off market
purchase
Off market sale

# Then paid-up capital 2,92,84,294 Equity Shares

## Paid-up capital 5,17,84,293 Equity Shares
Apart from the above, Mr. Rishi Pilani would also acquire, in exercise of Call Option as
detailed under para 3.1.2 above, 5,73,679 Equity Shares from the Seller. With this, the
shareholding of Mr. Rishi Pilani in the Target Company would be 7,49,776 Equity Shares
constituting 1.45% of the paid-up Equity Capital.
4.1.4 Mr. Shailesh Laddha, Partner, M/s V K Baheti & Co., Chartered Accountant, having their
office at 129, Hubtown Solaris, N S Phadke Road, Andheri (East), Mumbai 400069
(Membership No. 127677, Firm Registration No. 114437W) Tel: 022-26826676; email:
[email protected], has certified vide their certificate dated December 9, 2015 that the net
worth of Mr. Rishi Ramesh Pilani as on December 9, 2015 is Rs. 3,13,74,000/- (Rupees
Three Crore Thirteen Lakhs Seventy Four Thousand only).
4.2

Tarang Advisory Private Limited (PAC) [PAN : AACCT4021B]

4.2.1 Tarang Advisory Private Limited (TAPL) was incorporated on December 9, 2005 with the
Registrar of Companies, Maharashtra, Mumbai. The registered office of TAPL is situated
at 19th floor, Nirmal, Nariman Point, Mumbai 400 021, Tel: 022-66102300; e-mail:
[email protected]; CIN : U67110MH2005PTC157924

4.2.2 The main promoter and person in control of TAPL is Mr. Anish Kishore Modi. Mr. Modi,
has done Masters in Finance from London Business School . He has 20 years of experience
in the field of corporate advisory. Besides TAPL, Mr. Modi does not hold any whole-time
directorship in any companies. Mr. Modi is also on the Board of Directors of Industrial
And Prudential Investment Company Limited, a listed company as its non-executive
Director. Save for this, Mr. Modi does not hold any position in the Board of Directors of
any listed companies
4.2.3 TAPL is carrying on corporate advisory services and has been the corporate advisor to the
Target Company, rendering advisory services since 2013.
4.2.4 TAPL does not belong to any business group
4.2.5 The paid-up Equity capital of TAPL is Rs.11,00,000/- divided into 1,10,000 Equity Shares
of Rs. 10/- each held as under :
Sr. No
1.
2.

Shareholders
Mr. Anish Modi
Ms. Sangita Modi
Total

No. of Equity Shares

10,000
1,00,000
1,10,000

% of shareholding
9.09
90.91
100.00

4.2.6 Shareholding pattern of TAPL

Sr. No
1
2.
3.

Shareholders
Promoters & associates
FII/Mutual Funds/FIs/Banks
Public
Total

No. of Equity Shares

1,10,000
30,00,000

% of shareholding
100.00
100.00

4.2.7 The details of Board of Directors of TAPL are :

Name & DIN

Address

Mr. Anish
Kishore Modi
DIN : 00031232
Mrs Sangita
Modi
DIN : 03610996
Mr. Rajesh
Narayan
DIN : 00849139

314 Shalaka,
14th floor, M.K. Rd.
Mumbai 400 021
314 Shalaka,
14th floor, M.K. Rd.
Mumbai 400 021
44A/203 Wellesley
Street
Kolkata 700 016

Date of
Appointment
09/12/2006

25/08/2011

25/08/2011

Qualification

Experience

Masters in
Finance,
London
Chartered
Accountant

20 years experience in Corporate

Advisory

Chartered
Accountant

10 years experience in the field of

Advisory.

10 years experience in the field of

Advisory.

None of the directors of TAPL are on the Board of the Target Company
4.2.8 Tarang Advisory Private Limited is not listed on any Stock Exchange.

4.2.9 TAPL presently does not hold any shareholding in the Target Company. As detailed
under para 3.1.2 above, TAPL would be acquiring 21,66,667 Equity Shares of the Target
Company constituting 4.18% of its paid-up equity capital. Mr. Anish Kishore Modi,
Promoter and Director of TAPL holds 7,33,971 Equity Shares of the Target Company
constituting 1.42% of its paid-up equity capital. Apart from this, none of the Directors of
TAPL hold any shareholding in the Target Company.
4.2.10 Mr. Shailesh Laddha, Partner, M/s V K Baheti & Co., Chartered Accountant, having their
office at 129, Hubtown Solaris, N S Phadke Road, Andheri (East), Mumbai 400069
(Membership No. 127677, Firm Registration No. 114437W) Tel: 022-26826676; email:
[email protected], has certified vide their certificate dated December 9, 2015 that the net
worth of Tarang Advisory Private Limited as on December 9, 2015 is Rs. 19,53,23,000/(Rupees Nineteen Crore Fifty Three Lakhs Twenty Three Thousand only).
4.2.11 Brief audited financial data of TAPL for the last 3 financial years and certified financials
for the period ended June 30, 2015 are given hereunder :
Profit & Loss Statement
(Rs. in lakhs)
Particulars
Income from operations
Other Income
Total Income
Total Expenditure
PBDIT
Depreciation
Interest
PBT
Current Tax
Deferred Tax
MAT Credit
Excess provision of taxation of earlier
year written back
PAT

30/06/2015
35.00
11.63
46.63
26.73
19.90
10.34
9.56
2.12
1.03
6.41

31/03/2015
179.75
75.60
255.35
169.75
85.60
41.70
43.90
2.68
(4.64)
3.81
42.05

31/03/2014
105.15
72.57
177.72
104.91
72.81
16.91
4.23
51.67
6.02
(1.13)
(6.02)
-

31/03/2013
87.58
370.34
457.92
132.87
325.05
19.39
305.66
62.00
11.20
(61.15)
(0.35)

52.79

293.96

Balance Sheet Statement

(Rs. in lakhs)
Particulars
EQUITY AND LIABILITIES
Shareholders funds
- Share Capital
> Equity Share Capital
> Preference Shares
- Reserves & Surplus
Networth
Non current Liabilities
- Long term borrowings
- Deferred tax liabilities (net)
- Other long term liabilities
- Long term provisions
Sub-total Non-current liabilities

30/06/2015

31/03/2015

31/03/2014

31/03/2013

11.00
11.25
1,940.55
1,962.80

11.00
11.25
1,930.98
1,953.23

11.00
11.25
1,891.19
1,913.44

11.00
11.25
1,840.60
1,862.85

57.37

57.37

62.00
-

63.13
25.00

57.37

57.37

62.00

88.13

10

Current Liabilities
- Short-term borrowings
- Trade payables
- Other current liabilities
- Short-term provisions
Sub-total Current liabilities
TOTAL EQUITY & LIABILITIES

ASSETS
Non-current Assets
Fixed Assets
Non-current investments
Deferred Tax Assets (net)
Long-term loans and advances
Other non-current assets
Sub-total Non-current assets
Current Assets
Current investments
Inventories
Trade receivables
Cash and cash equivalents
Short term loans and advances
Other Current Assets
Sub-total Current assets
TOTAL ASSETS

10.84
2.25
13.09
2,033.26

5.23
2.25
7.48
2,108.08

8.01
2.19
10.20
1,985.64

24.12
28.47
52.59
2,003.57

490.29
1,192.71

500.06
1,160.51

538.93
1,190.48

554.35
1,202.31

223.09
1,906.09

219.56
1,880.13

108.71
120.61
1,958.73

83.43
121.05
1,961.14

124.93
1.98
0.26
127.17
2,033.26

134.56
2.41
0.98
137.95
2,018.08

0.56
25.09
1.07
0.19
26.91
1,985.64

40.90
1.35
0.18
42.43
2,003.57

Other financial data

Dividend (%)
Earnings Per Share (Rs.)
Return on Networth (%)
Book Value per Share (Rs.)

30/06/2015
5.82
0.33
1,784.36

31/03/2015
38.22
2.15
1,775.66

31/03/2014
47.99
2.76
1,739.49

31/03/2013
267.23
15.78
1,693.50

Note
1. Financials for the period April 1, 2015 to June 30, 2015 are management certified
2. The PAT is arrived at on the basis of depreciation charged as per accounting rules applicable
during FY 2014-15.
Contingent Liabilities there are no contingent liabilities as on March 31, 2015 and June 30,
2015.

11

4.3

Mr. Gul Kewalram Bijlani (PAC) [PAN : AAFPG5477LJ; DIN : 03274011]

4.3.1 Mr. Gul Kewalram Bijlani, aged about 74 years is residing at 1504, 15th floor, Apollo
Raheja Acropolis I, Deonar Pada Road, Deonar village, Deonar, Mumbai 400088, Tel :
022-67772424, e-mail : [email protected]. Mr. Gul Bijlani is B.SC from Bombay
University and has worked with Pharmaceutical companies. He has over 25 years of
experience in pharmaceutical and other fields.
4.3.2 Mr. Bijlani does not hold any Equity Shares in the Target Company. As detailed under
para 3.1.2 above, Mr. Bijlani would be acquiring 8,33,334 Equity Shares of the Target
Company constituting 1.61% of its paid-up equity capital.
4.3.3 Mr. Bijlani does not hold any whole-time directorship in any of the Companies. Further,
he is not on Board of any of the listed companies
4.3.4 Mr. Shailesh Laddha, Partner, M/s V K Baheti & Co., Chartered Accountant, having their
office at 129, Hubtown Solaris, N S Phadke Road, Andheri (East), Mumbai 400069
(Membership No. 127677, Firm Registration No. 114437W) Tel: 022-26826676; email:
[email protected], has certified vide their certificate dated December 9, 2015 that the net
worth of Mr. Gul Kewalram Bijlani as on December 9, 2015 is Rs. 5,54,34,000/- (Rupees
Five Crore Fifty Four Lakhs Thirty Four Thousand only).
4.4

Mr. Dinesh P. Thapar (PAC) [PAN : AAAPT9227EJ; DIN : 00914327]

4.4.1 Mr. Dinesh P Thapar, aged about 53 years, is residing at 801 Sangeeta Apartments II, Plot
No. 588, Sion Trombay Road, Chembur, Mumbai 400071 Tel : 022-25559988, e-mail :
[email protected].
4.4.2 Mr. Thapar is LLB and is engaged in the business of real estate developers and redevelopers having more than 20 years of experience in this field.
4.4.3 Mr. Thapar does not hold any Equity Shares in the Target Company. As detailed under
para 3.1.2 above, Mr. Thapar would be acquiring 8,33,334 Equity Shares of the Target
Company constituting 1.61% of its paid-up equity capital.
4.4.4 Mr. Shailesh Laddha, Partner, M/s V K Baheti & Co., Chartered Accountant, having their
office at 129, Hubtown Solaris, N S Phadke Road, Andheri (East), Mumbai 400069
(Membership No. 127677, Firm Registration No. 114437W) Tel: 022-26826676; email:
[email protected], has certified vide their certificate dated December 9, 2015 that the net
worth of Mr. Dinesh P Thapar as on December 9, 2015 is Rs. 10,78,54,000/- (Rupees Ten
Crore Seventy Eight Lakhs Fifty Thousand only).
4.4.5 Mr. Thapar does not hold any whole-time directorship in any of the Companies. Further,
he is not on Board of any of the listed companies.

12

4.5

The interest of the Acquirer and the PACs in the Target Company as on date are given
below :
Name
Rishi Pilani
TAPL
Gul Bijlani
Dinesh Thapar

4.6

GBL
Promoters of GBL
Directors of GBL
One of the promoters of the Target Company and is its Chairman &
Managing Director
Corporate Advisor
Nil
Nil
Nil
Brother of father-in-law of Mr. Rishi Pilani
Nil
Nil
Nil

The Acquirer and the PACs have 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.

5.

BACKGROUND OF THE TARGET COMPANY

5.1

Share Capital Structure of the Target Company

Paid-up Equity Shares
Fully paid-up Equity Shares
Partly paid-up Equity Shares
Total paid-up Equity Shares
Total voting rights

No. of Shares/voting rights

5,17,84,293
Nil
5,17,84,293
5,17,84,293

% of shares/voting rights
100.00
100.00
100.00

5.2

All the shares of the Target Company are listed and permitted for trading on BSE. They are
not suspended for trading.

5.3

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

Target Company.

5.4

Composition of the Board of Directors :

Name
Mr. Rishi Pilani
Mr. Raunak Pilani
Mr. Ramesh Punjabi
Mr. Nalinakashan K
Ms. Jagruti Gaikwad

DIN
00901627
00932269
03244442
00006570
07177542

Designation
Chairman & Managing Director
Non-Executive Director
Independent Director
Independent Director
Independent Director

Interest of Directors of the Target Company with the Acquirer / PACs

(a) Mr. Rishi Pilani is also the Acquirer for the present Open Offer
(b) Mr. Raunak Pilani, is the cousin brother of Mr. Rishi Pilani, the Acquirer for the present
Open Offer

13

Apart from this, none of the Directors of the Target Company represents or have any
relationship with the Acquirer / PACs
5.5

Ganesh Benzoplast Limited, the Target Company, was incorporated as a Public Limited
Company under the Companies Act, 1956 on May 15, 1986 with Registrar of Companies,
Maharashtra, Mumbai and obtained its Certificate of Commencement of Business on May 21,
1986. The Registered Office of the Target Company is Dina Building, 1st floor, 53 Maharshi
Karve Road, Marine Lines, Mumbai 400002; Tel : 022-22001928; e-mail : [email protected].

5.6

The promoters of the Target Company are Ganesh Risk Management Private Limited, Susram
Financial Services & Realty Private Limited, Mr. Ramesh S. Pilani, Mr. Rishi R Pilani, their
family and associates.

5.7

The Target Companys networth has been fully eroded in earlier years and as a result,
approached the Board for Industrial and Financial Restructuring (BIFR) under the Sick
Industrial Companies (Special Provisions) Act, 1985. The Target Company was declared a
Sick Unit vide order of BIFR passed in May 2010 wherein IDBI was appointed as the
Operating Agency. A rehabilitation scheme has been submitted to BIFR. The Target Company
has informed BSE that pursuant to a writ petition WP(C) 9320/2015 filed by it before Honble
High Court of Delhi, the revised Scheme which was recommended for sanction by BIFR, was
sanctioned by the Honble High Court vide its judgement dated December 4, 2015.

5.8

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

5.9

Financial Highlights of the Target Company

The brief audited financial details of the Target Company for the last 3 Financial Years are as
under :
Profit & Loss Statement
Particulars
Income from operations
Other Income
Total Income
Total Expenditure
PBDIT
Depreciation
Interest
PBT
Exceptional Income & prior period
items
Provision for Tax
PAT

31/03/2015
12,226.60
33.60
12,260.20
9,916.10
2,344.10
1,901.60
1,472.10
(1,029.60)
1,037.50
7.90

31/03/2014
11,538.20
303.10
11,841.30
7,915.10
3,926.20
1,866.10
1,351.70
708.40
(695.60)

(Rs. in lakhs)
31/03/2013
11,838.90
227.40
12,066.30
7,955.70
4,110.60
1,809.30
1,428.50
872.80
-

12.80

872.80

14

Balance Sheet Statement

Particulars
EQUITY AND LIABILITIES
Shareholders funds
Share Capital
Reserves & Surplus

31/03/2015

Networth
Noncurrent Liabilities
Long term borrowings
Long term provisions
Sub-total Non-current liabilities
Current Liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
Sub-total Current liabilities
TOTAL EQUITY & LIABILITIES
ASSETS
Non-current Assets
Fixed Assets
Non-current Investments
Long-term loans and advances
Sub-total Non-current assets
Current Assets
Inventories
Trade receivables
Cash and cash equivalents
Short term loans and advances
Other Current Assets
Sub-total Current assets
TOTAL ASSETS

31/03/2014

(Rs. in lakhs)
31/03/2013

570.60
(8,999.70)
(8,429.10)

570.60
(8,993.80)
(8,423.20)

570.60
(9,006.60)
(8,436.00)

23,016.20
157.30
23,173.50

25,463.30
128.30
25,591.60

26,014.90
120.00
26,134.90

647.40
4,050.10
3,150.20
31.30
7,879.00
22,623.40

556.00
3,633.60
2,370.20
24.80
6,584.60
23,753.00

502.00
3,078.60
2,700.30
22.60
6,303.50
24,002.40

14,229.00
2.20
2,378.50
16,609.70

15,355.10
2.20
2,307.50
17,664.80

16,348.20
2.20
2,155.70
18,506.10

505.40
1,718.60
566.30
3,086.60
136.80
6,013.70
22,623.40

755.20
1,604.10
621.70
2,965.70
141.50
6,088.20
23,753.00

659.20
1,889.60
692.60
2,165.60
89.30
5,496.30
24,002.50

Other Financial Data

Dividend (%)
Earnings Per Share (Rs.)
Return on Networth (%)
Book Value per Share (Rs.)

31/03/2015
31/03/2014
31/03/2013
0.02
0.02
1.69
Not applicable since the networth is negative
Not applicable since the networth is negative

15

Unaudited financial results of the Target Company, for the six months period ended September 30,
2015 are as under (based on financials as filed with BSE and Limited Review by the Statutory Auditors)
Particulars
(Rs. in lakhs)
Income from operations
6,174.90
Other Income
42.50
Total Income
6,217.40
Total Expenditure
4,427.50
PBDIT
1,789.90
Depreciation
746.40
Interest/finance cost
831.50
PBT
212.00
Exception prior period items
(26.50)
Profit / (Loss) from ordinary activities before tax
185.50
Provision for Tax
(Loss) / Profit After Tax
185.50

16

5.8

Pre and Post - Offer Share holding pattern of the Target Company shall be as follows:
Category of the shareholder

Shareholding prior to the

acquisition and offer

Shares agreed to be
acquired which triggered
off the Regulation

(A)
(1) Promoter Group
Ganesh Risk Management Pvt Ltd
Susram Financial Services & Realty Pvt Ltd
Mr. Ramesh Pilani
Mr. Rishi Pilani (also the Acquirer)
Ms Sushila Pilani
Mr. Ashok Goel
Mr. Shankar Bijlani
Mr. Sukesh Gupta
Mr. Krisan K Gupta
(2) Acquirer / PACs
Tarang Advisory Private Limited
Mr. Gul Kewalram Bijlani
Mr. Dinesh P. Thapar
COMBINED HOLDING OF (1) AND (2)
(3) Parties to agreement other than 1 & 2
India Debt Management Private Limited
Total (3)
(4) Public
a)FIs/MFs/FII/Banks
b) Others
Total (4)
Total (1+2+3+4)
Notes
1.
2.
3.

Shares to be acquired in
open offer (Assuming full
Acceptance)

Nos

%#

Shareholding after the

acquisition and offer
pursuant to the
Regulations i.e.
(A)+(B)+(C)=(D)
Nos
%#

1,34,63,917

26.00

3,69,05,462

(B)

Nos

49,69,546
1,05,55,555
13,00,000
1,76,097
3,33,333
10,00,000
5,00,000
1,00,000
1,00,000
1,90,34,531

9.60
20.38
2.51
0.34
0.64
1.93
0.97
0.19
0.19
36.76

(C)

Nos

%#

5,73,679

1.11

21,66,667
8,33,334
8,33,334

4.18
1.61
1.61

1,90,34,531

36.76

44,07,014

8.51

44,07,014
-

8.51
-

(44,07,014)
-

2,83,42,748
2,83,42,748

54.73
54.73

5,17,84,293

100.00

(8.51)
-

71.27

(1,34,63,917)
(1,34,63,917)

(26.00)
(26.00)

1,48,78,831
1,48,78,831

28.73
28.73

5,17,84,293

100.00

Remarks

Refer Note 1

After the present Open Offer, the shareholding of Promoter Group and the Acquire / PACs would be clubbed and classified as Promoters / Promoter Group
The actual Post-Offer Shareholding of Public would depend on the response and acceptance of the shareholders to this Open Offer.
As on September 30, 2015, there were about 33,835 shareholders in the Target Company.

5.9

Upon completion of this Offer, assuming full acceptance, the public shareholding in the Target
Company will not fall below the minimum public shareholding requirement as per the
Securities Contract (Regulations) Rules, 1957 as amended and the Listing Agreement entered
into between the Target Company and the Stock Exchange.

6.

OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1

Offer price

6.1.1 The shares of the Target Company are listed on BSE. Its Scrip Code is 500153
6.1.2 The annual trading turnover of Shares of Ganesh Benzoplast Limited during the preceding
12 calendar months prior to the month in which PA was made, i.e. during the months from
December 2014 to November 2015 is given below :
Name of stock
Exchange

BSE

Total no. of share

traded during the 12
calendar months prior
to the month in which
PA was made.
1,53,52,381

Total No. of listed

Shares

Annual Trading
turnover (in terms of %
to total listed shares)

5,17,84,293

29.65%

Based on parameters set out in Regulation 2(j) of SEBI SAST Regulations, the Equity Shares of
the Target Company are frequently traded.
6.1.3

Justification of offer price:

The offer price of Rs. 16.20 per Equity Share of the Target Company has been determined
after considering the following in terms of Regulations 8(1) and 8(2) of the SEBI SAST
Regulations:
PARTICULARS
1. Negotiated price (preferential allotment price proposed)
2. Volume weighted average price paid/payable for acquisitions during
the 52 weeks preceding the date of public announcement
3. Highest price paid/payable for acquisition during the 26 weeks
preceding the date of public announcement
4. Volume weighted average market price of shares for a period of 60
trading days immediately preceding the date of public announcement
5. Highest of the above
6. Offer Price

Price (Rs.)
6.00
6.00
6.00.
16.19
16.19
16.20

6.1.4 The Manager to the Offer, Arihant Capital Markets Limited does not hold any Equity Shares
in the Target Company on its own account, as at the date of LOF. The Manager to the Offer
further declare and undertake that they will not deal on their own account in the Equity
Shares of the Target Company during the Offer Period.

6.2

Financial arrangements:

6.2.1 Assuming full acceptance, the total fund requirements to meet this Offer is Rs.21,81,15,455.40
(Rupees Twenty One Crore Eighty One Lakhs Fifteen Thousand Four Hundred Fifty Five
and Paise Forty only).
6.2.2 In accordance with Regulation 17 of the SEBI SAST Regulations, the Acquirer / PACs have
furnished bank guarantee dated December 11, 2015 issued by Citi Bank N.A., Fort branch,
Mumbai, for Rs. 4,00,00,000/- (Rupees Four Crore only) in favour of the Manager to the
offer. This bank guarantee is valid for six months i.e. upto June 9, 2016. Further, The
Acquirer/PACs have also deposited Rs. 1,46,00,000/- (Rupees One Crore Forty Six Lakhs
only) in an Escrow Account with ICICI Bank, Backbay Reclamation branch, Mumbai, with
exclusive authority to operate the account in favour of Arihant Capital Markets Ltd., the
Manager to the Offer. The Acquirer / PACs have duly empowered the Manager to the Offer
to realise the value of the Escrow Account in terms of SEBI SAST Regulations. The total
amount deposited in accordance with Regulation 17 of the SEBI SAST Regulations is Rs.
5,46,00,000/- (Rs. 4,00,00,000/- by way of Bank Guarantee and Rs. 1,46,00,000/- by way of
cash deposit in an Escrow Account) and the same is over 25% of the total amount payable,
assuming full acceptance, under the present open offer
6.2.3

The Acquirer and the PACs have adequate resources to meet the financial requirements of
the Offer. The fund requirements will be met from own sources/Net Worth or if required, by
raising requisite finance against own assets from Banks / other financial intermediaries. The
Acquirer and the PACs hereby jointly declare and confirm that they have adequate and firm
financial resources to fulfill the total financial obligation under the Offer.

6.2.4

Mr. Shailesh Laddha, Partner, M/s V K Baheti & Co., Chartered Accountant, having their
office at 129, Hubtown Solaris, N S Phadke Road, Andheri (East), Mumbai 400069
(Membership No. 127677, Firm Registration No. 114437W) Tel: 022-26826676; email:
[email protected], has certified vide their certificate dated December 9, 2015 that the net
worth of Mr. Rishi R Pilani, Tarang Advisory Private Limited, Mr. Gul Kewalram Bijlani and
Mr. Dinesh P Thapar is Rs. 3,13,74,000/- (Rupees Three Crore Thirteen Lakhs Seventy Four
Thousand only); Rs. 19,53,23,000/- (Rupees Nineteen Crore Fifty Three Lakhs Twenty Three
Thousand only); Rs. 5,54,34,000/- (Rupees Five Crore Fifty Four Lakhs Thirty Four Thousand
only); and Rs. 10,78,54,000/- (Rupees Ten Crore Seventy Eight Lakhs Fifty Four Thousand
only) , respectively.

6.2.5

Based on the above and in the light of the escrow arrangement, the Manager to the Offer is
satisfied that firm arrangements have been put in place by the Acquirer / PACs to fulfill
their obligations through verifiable means in relation to the Offer in accordance with the
SEBI SAST Regulations.

7.

TERMS AND CONDITIONS OF THE OFFER

7.1 Operational terms and conditions :

7.1.1 The Offer is not subject to any minimum level of acceptances from shareholders.
7.1.2 The Letter of Offer along with Form of Acceptance cum Acknowledgement will be mailed to
all those shareholder(s) of the Target Company (except the Acquirer / PACs / deemed PACs)
whose name appear on the Register of Members and to the beneficial owners of the shares of
the Target Company whose names appear on the beneficial records of the Depository
Participant, at the close of business hours on the Identified Date.
7.1.3 The Offer is subject to the terms and conditions set out in this Letter of Offer, the Form of
Acceptance, the PA, the DPS and any other Public Announcements that may be issued with
respect to the Offer.
7.1.4 The LOF along with the Form of Acceptance cum acknowledgement would also be available at
SEBIs website, www.sebi.gov.in, and shareholders can also apply by downloading such forms
from the website.
7.1.5 Accidental omission to dispatch this Letter of Offer to any member entitled to this Open Offer
or non-receipt of this Letter of Offer by any member entitled to this Open Offer shall not
invalidate the Open Offer in any manner whatsoever.
7.1.6 The acceptance of the Offer must be unconditional and should be on the enclosed Form of
Acceptance-cum-Acknowledgement sent along with the other documents duly filled in and
signed by the applicant shareholder(s).
7.1.7 Any equity shares that are subject matter of litigation or are held in abeyance due to pending
court cases/attachment orders/ restriction from other statutory authorities wherein the
shareholder may be precluded from transferring the equity shares during pendency of the said
litigation are liable to be rejected if directions/orders regarding these equity shares are not
received together with the equity shares tendered under the Offer.
7.2

Locked in shares There are no locked-in shares held by the public shareholders to whom this
open offer is being made.

7.3

Persons eligible to participate in the Offer

Except the Acquirer / PACs, deemed PACs and the Promoters of the Target Company, all the
registered shareholders of the Target Company and unregistered shareholders who own the
Equity Shares of the Target Company any time prior to the Closure of Offer, including the
beneficial owners of the shares held in dematerialised form, are eligible to participate in the
Offer.

7.4

Statutory and Other Approvals

7.4.1 No statutory approvals are required by the Acquirer / PACs to acquire the Equity Shares
that are tendered pursuant to the Offer. However, the Offer would be subject to all statutory
approvals that may become applicable at a later date. Non-resident equity shareholders who
2

wish to tender their equity shares in the Target Company in this Offer will be required to
submit all the applicable Reserve Bank of India (hereinafter referred to as RBI) approvals
that they would have obtained for acquiring, the equity shares of the Target Company. In the
event such RBI approvals are not submitted, the Acquirer / PACs reserve the sole the right
to reject the equity shares tendered in the Offer.
7.4.2

In terms of Regulation 18(11) of the SEBI SAST Regulations, in the case of non-receipt of
statutory approvals, SEBI has the power to grant extension of time for the purpose of making
payment subject to, the Acquirer / PACs agreeing to pay interest to the Shareholders as may
be directed by the SEBI.
PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

8.1

The Open Offer will be implemented by the Acquirer / PACs through Stock Exchange
Mechanism made available by BSE in the form of separate window (Acquisition Window) as
provided under the SEBI SAST Regulations and Circular CIR/CFD/POLICY/CELL/1/2015
dated April 13, 2015 issued by SEBI.

8.2

BSE shall be the Designated Stock Exchange for the purpose of tendering Shares in the Open
Offer.

8.3

The facility for acquisition of shares through Stock Exchange mechanism pursuant to Offer
shall be available on the Stock Exchange in the form of a separate window (Acquisition
Window).

8.4

The Acquirer alongwith PACs have appointed Arihant Capital Markets Limited (Buying
Broker) for the Open Offer through whom the purchases and settlement of Open Offer shall
be made during the tendering period. The Contact details of the buying broker are as
mentioned below:
Arihant Capital Markets Limited
#1011, Solitaire Corporate Park,
Guru Hargovindji Marg, Chakala,
Andheri (E), Mumbai 400 093
Tel : 022-42254800; Fax : 022-42254880
Email: [email protected]
Contact Person: Mr. Amol Kshirsagar

8.5

All Shareholders who desire to tender their Shares under the Open Offer would have to
approach their respective stock brokers (Selling Broker), during the normal trading hours
of the secondary market during tendering period.

8.6

Separate Acquisition window will be provided by the stock exchange to facilitate placing of
sell orders. The Selling Members can enter orders for demat Shares as well as physical
Shares.

8.7

The cumulative quantity tendered shall be displayed on the exchange website throughout
the trading session at specific intervals by the stock exchange during tendering period.

8.8

Procedure for tendering Equity Shares held in Dematerialised Form:

ii.

iii.

iv.

v.

vi.

vii.

viii.

8.9

The Equity Shareholders who are holding the Equity Shares in demat form and who
desire to tender their Equity Shares in this Offer shall approach their broker /Selling
Member indicating details of Shares they wish to tender in Open Offer.
The seller Member would be required to transfer the number of Equity Shares by using
the settlement number and the procedure prescribed by the Clearing Corporation of
India Ltd. (Clearing Corporation) for the transfer of Equity Shares to the Special
Account of the Clearing corporation before placing the bids/order and the same shall
be validated at the time of order entry. The details of the Special Account of Clearing
Corporation shall be informed in the issue opening circular that will be issued by BSE
/Clearing Corporation.
Shareholders will have to submit Delivery Instruction Slips (DIS) duly filled in
specifying market type as Open Offer and execution date alongwith other details to
their respective broker so that Shares can be tendered in Open Offer.
For Custodian participant order for demat Equity Shares early pay-in is mandatory
prior to confirmation of order by the custodian. The Cutodians shall either confirm or
reject orders not later than the close of trading hours on the last day of the offer period.
Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed
Custodian Participant orders, order modification shall revoke the custodian
confirmation and the revised order shall be sent to the custodian again for
confirmation.
Upon placing the bid, the seller member(s) shall provide Transaction Registration slip
(TRS) generated by the Exchange Bidding System to the shareholder. TRS will
contain details of order submitted like Bid ID No., DP ID, Client ID, No of Shares
tendered etc.
In case of receipt of Shares in the special account of the Clearing Corporation and a
valid bid in the exchange bidding system, the Open Offer shall be deemed to have been
accepted, for demat Shareholders.
The Eligible Persons will have to ensure that they keep the DP Account active and
unblocked to receive credit in case of return of Equity Shares due to rejection or due to
prorated Open Offer.

Procedure for tendering Equity Shares held in Physical Form:

i.

The Equity Shareholders who are holding the Equity Shares in physical form and who
wish to tender their Equity Shares in this Offer shall approach Selling Member and
submit complete set of documents for verification procedure as mentioned below:
(a) Form of Acceptance duly completed and signed in accordance with the instructions
contained therein by sole/joint shareholders whose name(s) appears on the share
certificate(s) and in the same order and as per the specimen signature lodged with
the Target Company;
(b) Original share certificate(s)
(c) Valid share transfer deed(s) duly signed as transferor(s) by the sole/joint
shareholder(s) in the same order and as per specimen signatures lodged with the
Target Company and duly witnessed at the appropriate place.
(d) Self attested PAN Card copy (in case of Joint holders, PAN card copy of all
transferors)

(e) Any other relevant document such as Power of Attorney, corporate authorization
(including board resolution/ specimen signature)
(f) Self attested copy of address proof such as valid Adhar Card, Voter ID, Passport
ii.

iii.

iv.

v.

8.10

The Seller Member(s) should place bids on the Exchange Platform with relevant details
as mentioned on physical share certificate(s). The Seller Member(s) to print the
Transaction Registration Slip (TRS) generated by the Exchange Bidding System. TRS
will contain the details of order submitted like Folio No., Certificate No. Dist. Nos., No.
of shares etc.
The Seller Member/ Investor has to deliver the shares & documents along with TRS to
the RTA. Physical Share Certificates to reach RTA within 2 days of bidding by Seller
Member.
Shareholders holding physical Equity Shares should note that physical Equity Shares
will not be accepted unless the complete set of documents is submitted. Acceptance of
the Physical Shares in Open Offer shall be subject to verification by RTA. On receipt of
the confirmation from RTA the bid will be accepted else rejected and accordingly the
same will be depicted on the exchange platform.
In case any person has submitted Equity Shares in physical form for dematerialisation,
such Equity Shareholders should ensure that the process of getting the Equity Shares
dematerialised is completed well in time so that they can participate in the Open Offer
before Closing Date.

Procedure for tendering the shares in case of non receipt of Letter of Offer:
Persons who have acquired Equity Shares but whose names do not appear in the register of
members of the Target Company on the Identified Date, or unregistered owners or those
who have acquired Equity Shares after the Identified Date, or those who have not received
the Letter of Offer, may also participate in this Offer.
In case the Equity Shares are in dematerialised form: An Eligible Person may participate in
the Offer by approaching their broker / Selling Member and tender Shares in the Open Offer
as per the procedure mentioned in point 8.8 above
In case the Equity Shares are in physical form: An Eligible Person may participate in the
Offer by confirming their consent to participate in this Offer on the terms and conditions of
this Offer as set out in the PA, this DPS and the Letter of Offer. They can participate by
submitting an application on plain paper giving details regarding their shareholding and
relevant documents mentioned in paragraph 8.9 of this Letter of Offer to the selling broker.
Equity Shareholders must ensure that the Tender Form, along with the TRS and requisite
documents (as mentioned in paragraph 8.9 of this Letter of Offer) should reach the Registrar
of the Company before 5:00 PM on the Closing Date. If the signature(s) of the Equity
Shareholders provided in the plain paper application differs from the specimen signature(s)
recorded with the Registrar of the Company or are not in the same order (although attested),
such applications are liable to be rejected under this Open Offer. Alternatively, such holders
of Equity Shares may also apply on the form of acceptance-cum-acknowledgement in
relation to this Offer annexed to the Letter of Offer, which may be obtained from the SEBI
website (www.sebi.gov.in) or from Registrar to the Offer.

8.11

Settlement Process
i.

ii.
iii.

iv.
v.

vi.
vii.

viii.

On closure of the Offer reconciliation for acceptances shall be conducted by the Manager
to the Offer and the Registrar to the Offer and the final list shall be provided to the Stock
Exchanges to facilitate settlement on the basis of Shares transferred to the account of
clearing Corporation.
The settlement of trades shall be carried out in the manner similar to settlement of trades
in the secondary market.
The payment will be made to the Buying Broker for settlement. For Equity Shares
accepted under the Open Offer, the Seller Member / Custodian Participant will receive
funds payout in their settlement bank account. The Seller Members / Custodian
Participants would pay the consideration to their respective clients.
Trading Members should use the settlement number to be provided by the Clearing
Corporation to transfer the Shares in favour of Clearing Corporation.
Excess demat shares or unaccepted demat Shares, if any, tendered by the Shareholders
would be returned to the respective Seller Members by Clearing Corporation as part of
the exchange payout process. In case of Custodian Participant orders, excess demat
shares or unaccepted demat Shares, if any, will be returned to the respective Custodian
Participant. The Seller Members / Custodian Participants would return these
unaccepted shares to their respective clients on whose behalf the bids have been placed.
Physical Shares, to the extent tendered but not accepted, will be returned back to the
Shareholders directly by RTA.
Every Seller Member, who puts in a valid bid on behalf of an eligible Person, would
issue a contract note & pay the consideration for the Equity Shares accepted under the
Open Offer and return the balance unaccepted demat Equity Shares to their respective
clients. Buying Broker would also issue a contract note to the Acquirer / PACs for the
Equity Shares accepted under the Open Offer.
Shareholders who intend to participate in the Offer should consult their respective
Seller Member for payment to them of any cost, charges and expenses (including
brokerage) that may be levied by the Seller Member upon the Selling Shareholders for
tendering Equity Shares in the Offer (secondary market transaction) . The consideration
received by the selling Shareholders from their respective Seller Member, in respect of
accepted Equity Shares, could be net of such costs, charges and expenses (including
brokerage) and the Acquirer / PACs accept no responsibility to bear or pay such
additional cost, charges and expenses((including brokerage) incurred solely by the
selling shareholder.

8.12

Equity shares that are subject to any charge, lien or encumbrance are liable to be rejected
except where no objection certificate from lenders is attached with the Form of Acceptance.

8.13

The Letter of Offer along with the Form of Acceptance cum Acknowledgement would also
be available at SEBI's website, www.sebi.gov.in, and shareholders can also apply by
downloading such forms from the said website.

8.14

The Letter of Offer along with Form of Acceptance will be dispatched to all the eligible
shareholders of the Target Company. In case of non receipt of the Letter of Offer, such
eligible shareholders of the Target Company may download the same from the SEBI website
(www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer on providing
suitable documentary evidence of holding of the equity shares of the Target Company
6

8.15

9.

In case of delay in receipt of any statutory approval(s), SEBI has the power to grant extension
of time to Acquirer / PACs for payment of consideration to the shareholders of the Target
Company who have accepted the Open Offer within such period, subject to Acquirer / PACs
agreeing to pay interest for the delayed period if directed by SEBI in terms of Regulation 18
(11) of the SEBI (SAST) Regulations, 2011.
MATERIAL DOCUMENTS FOR INSPECTION
Copies of the following documents are regarded as material documents and are available for
inspection at 1011, Solitaire Corporate Park, 1st floor, Building No. 10, Guru Hargovindji Marg,
Chakala, Andheri (E), Mumbai 400 093, the Corporate Office of Arihant Capital Markets
Limited, the Manager to the Offer. The documents can be inspected during normal business
hours (11.00 A.M. to 3.00 P.M.) on all working days (except Saturdays and Sundays and
Public/Bank Holidays) from the date of opening of the Offer up till the date of closure of the
Offer.

a) Copy of certificates dated December 9, 2015 issued by Mr. Shailesh Laddha, Partner of M/s V
K Baheti & Co., Chartered Accountant, certifying the net worth Mr. Rish Ramesh Pilani,
Tarang Advisory Private Limited, Mr. Gul Kewalram Bijlani and Mr. Dinesh P Thapar.
b) Annual Reports of the Target Company for the financial years 201213, 2013-14 and 2014-15
c) Copy of Certificate of Incorproation, Memorandum and Articles of Association of TAPL
d) Annual Reports of the TAPL for the financial years 2012-13, 2013-14 and 2014-15
e) Copy of Escrow Agreement executed amongst ICICI Bank Limited, Managers to the Offer and
the Acquirer / PACs in respect of the Escrow Account opened in terms of the SEBI SAST
Regulations
f) Copy of Bank Guarantee issued by Citibank N.A. in favour of Arihant Capital Markets
Limited, the Managers to the Offer
g) Copy of Memorandum of Understanding (MOU) dated December 9, 2015 executed between
the Acquirer alongwith PACs and the Managers to the Offer
h) A copy of Public Announcement dated December 9, 2015
i)

Copy of Detailed Public Statement dated December 16, 2015

j)

Copy of Demat Escrow Agreement dated __________ executed between the Escrow Agent and
the Acquirer / PACs

k) SEBI observation Letter dated __________ bearing reference No. __________

10. DECLARATION
1. In terms of Regulation 25(3) of the SEBI SAST Regulations, the Acquirer alongwith the PACs,
jointly and severally, accept full responsibility for the information contained in the Letter of
Offer, Form of Acceptance, Public Announcement and Detailed Public Statement and also for
ensuring compliance with the SEBI SAST Regulations.
2. The Manager to the Offer hereby states that the person signing this Letter of Offer is the
Acquirer and is also duly and legally authorised by the Board of Directors of the PRPL (PAC)
to sign this Letter of Offer.

Signed by the Acquirer / PACs

For Tarang Advisory
Private Limited

RISHI R. PILANI

Director

Gul Kewalram Bijlani

Dinesh P. Thapar

Date: December 23, 2015

Encl.:
1. Form of Acceptance cum Acknowledgement
2. Share Transfer Form

For Equity Shareholders holding shares in DEMATERIALISED form

Tender Form
OFFER OPENS ON
OFFER CLOSES ON

************
************

For Registrar / collection centre use

Inward No.
Date
Stamp

Status (please tick appropriate box)

Individual
FII
Insurance Co.
Foreign Co.
NRI/OCB
FVCI
Body Corporate
Bank / FI
Pension / PF
VCF
Partnership/LLP
Others (specify)

To,
Rishi Ramesh Pilani (Acquirers)
Tarang Advisory Private Limited, Gul Kewalram Bijlani & Dinesh P Thapar (PACs)

Mumbai
Dear Sirs,
Sub: Open Offer for acquisition of upto 1,34,63,917 Equity Shares of Re. 1/- each of Ganesh Benzoplast Limited
(Target Company) at a price of Rs. 16.20 per Equity Share
1.
2.

I / We (having read and understood the Letter of Offer issued by the Acquirers) hereby tender / Offer my / our
Equity Shares in response to the Open Offer on the terms and conditions set Out below and in the Letter of Offer.
Details of Equity Shares held and tendered / offered under the Offer :
In figures
In words
Equity Shares held as on Identified
Date (*********, 2016)
Number of Equity Shares Offered
under the Open Offer

3.
4.
5.

6.
7.
8.

I / We authorize you to buy Equity Shares offered (as mentioned above) and to issue instruction(s) to the Registrar
to transfer the same in your name(s).
I / We hereby warrant that the Equity Shares comprised in this Tender Offer are offered under Open Offer free from
all liens, equitable interest, charges and encumbrance.
I / We declare that there are no restraints/injunctions or other covenants of any nature which limits/restricts in any
manner my/our right to tender Equity Shares under the Open Offer and that I/We am are legally entitled to tender
the Equity Shares.
I/We agree that the Company will pay the Offer Price as per the Stock Exchange mechanism.
I/We agree to receive, at my own risk, the invalid/unaccepted Equity Shares under the Open Offer in the demat
account from where I / We have tendered the Equity Shares in the Open Offer.
Details of Account with Depository Participant (DP):
Name of the Depository (tick whichever is applicable)
Name of the Depository Participant
DP ID No
Client ID

NSDL

CDSL

9.

Equity Shareholders Details:

1st/Sole holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Full Name(s)
PAN
Address of the 1st/
sole holder
Telephone of 1st /
sole holder

e-mail id of 1st /
sole holder

Signature(s) *
* corporate must also affix rubber stamp and sign

INSTRUCTIONS
1.
2.

This Offer will open on ************ and close on ************

This Tender form has to be read along with the Letter of Offer and is subject to the terms and conditions
mentioned in the Letter of Offer and this Tender Form.
3. Shareholders who desire to tender their equity shares in the electronic form under the Open Offer would have to
do so through their respective selling member by indicating the details of equity shares they intend to tender under
the Open offer.
4. The Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case
of return of Equity Shares due to rejection or due to prorated Open Offer as may be decided by the Company /
Registrar to the Offer, in accordance with the SEBI SAST Regulations.
5. All documents sent by Eligible Persons will be at their own risk. Eligible Persons are advised to safeguard
adequately their interests in this regard.

10

(For Equity Shareholders holding shares in PHYSICAL form)

Tender Form
OFFER OPENS ON
OFFER CLOSES ON

************
************

For Registrar / collection centre use

Inward No.
Date
Stamp

Status (please tick appropriate box)

Individual
FII
Insurance Co.
Foreign Co.
NRI/OCB
FVCI
Body Corporate
Bank / FI
Pension / PF
VCF
Partnership/LLP
Others (specify)

To,
Rishi Ramesh Pilani (Acquirers)
Tarang Advisory Private Limited, Gul Kewalram Bijlani & Dinesh P Thapar (PACs)

Mumbai
Dear Sirs,
Sub: Open Offer for acquisition of upto 1,34,63,917 Equity Shares of Re. 1/- each of Ganesh Benzoplast Limited
(Target Company) at a price of Rs. 16.20 per Equity Share
1.

I / We (having read and understood the Letter of Offer issued by the Acquirers) hereby tender / Offer my / our Equity
Shares in response to the Open Offer on the terms and conditions set Out below and in the Letter of Offer.
2. Details of Equity Shares held and tendered offered:
In figures
In words
Equity Shares held as on Identified
Date (*********, 2016)
Number of Equity Shares Offered
under the Open Offer
3. I / We authorize you to buy Equity Shares offered (as mentioned above) and to issue instruction(s) to the Registrar to
transfer the same in your name(s).
4. I / We hereby warrant that the Equity Shares comprised in this Tender Offer are offered under Open Offer free from all
liens, equitable interest, charges and encumbrance.
5. I / We declare that there are no restraints/injunctions or other covenants of any nature which limits/restricts in any manner
my/our right to tender Equity Shares under the Open Offer and that I/We am are legally entitled to tender the Equity
Shares.
6. I/We agree that the Company will pay the Offer Price only after due verification of the validity of the documents and that
the consideration may be paid as per SEBI notified Stock Exchange mechanism.
7. Details of Share Certificate(s) enclosed:
Distinctive Nos.
Share Certificate
Serial
Folio No.
No. of Shares
No.
From
To
1
2
3
Total
In case the number of folios and share certificates enclosed exceed 3 nos., Please attach a separate sheet giving details
in the same format as above

11

8.

Details of other Documents (duly attested) (Please as appropriate, if applicable) enclosed:

Power of Attorney
Previous RBI approvals for acquiring the Equity Shares of
Ganesh Benzoplast Limited hereby tendered in the Open Offer
Death Certificate
Succession Certificate
Self attested copy of PAN
Corporate authorisations
Others (please specify)

9.

Equity Shareholders Details:

1st/Sole holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Full Name(s)
PAN
Address of the 1st/
sole holder
Telephone of 1st /
sole holder

e-mail id of 1st /
sole holder

Signature(s) *
* corporate must also affix rubber stamp and sign
INSTRUCTIONS
1. This Offer will open on ************ and close on ************
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the
Letter of Offer and this Tender Form.
3. Eligible Persons who wish to tender their Equity Shares in response to this Open Offer should submit the following
documents to the selling member, who in turn would deliver the said documents along with the Transaction Registration Slip
(TRS) to the RTA:
a) The relevant Tender Form duly signed (by all Equity Shareholders in case shares are in joint names) in the same order in
which they hold the shares.
b) Original share certificates.
c) Copy of the Permanent Account Number (PAN) Card.
d) Transfer deed (Form SH-4) duly signed (by all Equity Shareholders in case shares are in joint names) in the same order in
which they hold the shares.
e) A self attested copy of address proof consisting of any one of the following documents i.e., valid Aadhaar Card, Voter
Identity Card, Passport or driving license.
4. Eligible Persons should also provide all relevant documents in addition to above documents which may include (but not
limited to):
a) Duly attested Power of Attorney if any person other than the Eligible Persons has signed the relevant Tender / Offer
Form.
b) Notarized copy of death certificate / succession certificate / probated/Will, as applicable in case any Eligible Person has
deceased.
c) Necessary corporate authorisations, such as Board Resolution / Specimen Signature etc., in case of Companies.
5. All documents / remittances sent by or to Eligible Persons will be at their own risk and the Eligible Persons are advised to
adequately safeguard their interests in this regard.
6. All documents as mentioned above shall be enclosed with the valid Tender Form otherwise the shares will be liable for
rejection. The shares shall be liable for rejection on the following grounds amongst others:
a) If any other company share certificates are enclosed with the Tender Form instead of the share certificate of the
Company;
b) Non-submission of Notarized copy of death certificate / succession certificate / probated/Will, as applicable in case any
Eligible Person has deceased.
c) If the Eligible Person(s) bid the shares but the Registrar does not receive the share certificate; or
d) In case the signature in the Tender Form and Form SH-4 doesnt match as per the specimen signature recorded with
Company / Registrar.

12