Balrampur Chini Mills : Letter of Offer – Buyback – 2017

BALRAMPUR CHINI MILLS LIMITED

REGO.OFF, :"FMC FORTUNA" 2NO FLOOR, 234/JA,A J.C. BOSE ROAD. KOLKATA -700 020 PHONE :[phone] FAX :(033) 22873083122808874 GRAM :BALSUCO,CALCUTTA

Email :[e-mail] •lntemel Website http :/ / www.chinl.com • CIN.L15421WB1975PLC030118

30th January, 2017

National Stock Exchange of India Limited Listing Deptt., Exchange Plaza, 5th Floor, Plot No. C/ 1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai- 400051	BSE Limited The Corporate Relationship Department 1st Floor,New Trading Wing, Rotunda Building. Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai- 40000.1	The Calcu tta Stock Excha nge Limited 7, Lyons Range, Kolkata -700 00I
Serio Code: BALRAMCHJN	Serio Code: 500038	Serio Code: 12012

Dear Sir/ Madam,

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Req uirement s) Regulations.2015 Sub:Dispatch of Letter of Offer

We are enclosing herewith the Letter of Offer for Buyback of Equity Shares of the Company being dispatched to the Shareholders of Lhe Company (through permitted modes) in terms of Regulation 9 of SEBI (Buy Back of Securities) Regulations, 1998. The said dispatches would be completed by 31st January, 2017.

Further,please note that the Buyback Offer opens on Tuesday, February 07, 2017 and closes on Monday, February 20, 2017.

This is for your information and records please. Thanki ng you,

Yours faithfully,

r

For Balrampur Chini Mills Limited

Q

Nitin Bagaria

(Company Secretary)

LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a registered Equity Shareholder of Balrampur Chini Mills Limited (the "Company") as on the Record Date in accordance with Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, as amended. If you require any clarifications about the action to be taken, you should consult your stock broker or your investment consultant or the Manager to the Buyback i.e. Axis Capital Limited or the Registrar to the Buyback i.e. Karvy Computershare Private Limited. Please refer to the section on "Definitions" for the definition of the capitalized terms used herein.

BALRAMPUR CHINI MILLS LIMITED CIN: L15421WB1975PLC030118 Registered Office: FMC Fortuna, 2nd Floor, 234/3A, A.J.C. Bose Road, Kolkata - 700 020 Tel: [phone]; Fax: [phone]; Email: [e-mail]; Website: www.chini.com Contact Person: Mr. Nitin Bagaria, Company Secretary and Compliance Officer
Cash offer to Buyback upto 1,00,00,000 (One Crore) fully paid-up equity shares of face value ` 1/- each ("Equity Shares"), representing 4.08% of the total number of Equity Shares in the issued, subscribed and paid-up Equity Share capital of the Company, from all the Equity Shareholders as on the Record Date, i.e. January 13, 2017 on a proportionate basis, through the "Tender Offer" route, at a price of ` 175/- (Rupees One Hundred Seventy Five Only) per Equity Share for an aggregate amount of ` 175,00,00,000 (Rupees One Hundred and Seventy Five Crores Only). The Buyback is in accordance with the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act 2013, as amended (the "Companies Act"), and in accordance with Article 62 of the Articles of Association of the Company and subject to the provisions of the Buyback Regulations, and such other approvals, permissions and exemptions as may be required from time to time from the BSE Limited (the "BSE"), the National Stock Exchange of India Limited (the "NSE") and The Calcutta Stock Exchange Limited (the "CSE" and together with the BSE and NSE, the "Recognized Stock Exchanges") where the Equity Shares of the Company are listed, and from any other statutory and/or regulatory authority, as may be required and which may be agreed to by the Board and/or any committee thereof. For the purpose of this Buyback, BSE is the Designated Stock Exchange. The Buyback Size is ` 175,00,00,000.00 (Rupees One Hundred Seventy Five Crores Only), which is 14.72% and 14.75% of the aggregate of the fully paid-up equity share capital and free reserves as per the standalone and consolidated audited accounts of the Company for the financial year ended March 31, 2016, respectively (the last audited financial statements available as on the date of the Board Meeting approving the Buyback) and is within the statutory limits of 25% of the aggregate of the fully paid-up equity share capital and free reserves as per the last standalone audited financial statements of the Company. This Letter of Offer is sent to the Equity Shareholders as on the Record Date i.e. January 13, 2017. The procedure for acceptance is set out on page 27 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the A copy of the Public Announcement, Draft Letter of Offer is available and the Letter of Offer is expected to be available on the website of Securities and Exchange Board of India. Equity Shareholders are advised to refer to Details of the Statutory Approvals and Note on Taxation on page 26 and page 33, respectively, of this Letter of Offer, before tendering their Equity Shares in the Buyback. "Tender Form") is enclosed together with this Letter of Offer.
MANAGER TO THE BUYBACK	REGISTRAR TO THE BUYBACK
Axis Capital Limited 1st Floor, Axis House, C-2 Wadia International Centre, P. B. Marg, Worli, Mumbai 400 025, Maharashtra, India Tel.: [phone] Fax: [phone] Email: [e-mail] Website: www.axiscapital.co.inContact Person: Mr. Ankit Bhatia SEBI Regn. No.: INM000012029	Karvy Computershare Pvt. Ltd. Karvy Selenium Tower B, Plot Number 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500032 Tel.: [phone] Fax: [phone] Email: [e-mail] Website: www.karvycomputershare.com Contact Person: Mr. M Murali Krishna SEBI Regn. No.: INR000000221
BUYBACK PROGRAMME
BUYBACK OPENS ON	Tuesday, February 07, 2017
BUYBACK CLOSES ON	Monday, February 20, 2017
LAST DATE / TIME OF RECEIPT OF COMPLETED TENDER FORMS	Wednesday, February 22, 2017

TABLE OF CONTENTS

S. No	Particulars	Page No.
1	SCHEDULE OF ACTIVITIES	3
2	DEFINITION OF KEY TERMS	3
3	DISCLAIMER CLAUSE	5
4	TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS	6
5	DETAILS OF THE PUBLIC ANNOUNCEMENT	9
6	DETAILS OF THE BUYBACK	9
7	AUTHORITY FOR THE BUYBACK	14
8	NECESSITY OF THE BUYBACK	14
9	MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE COMPANY	14
10	BASIS OF CALCULATING THE BUYBACK PRICE	15
11	SOURCES OF FUNDS FOR THE BUYBACK	16
12	DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN	16
13	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN	16
14	BRIEF INFORMATION OF THE COMPANY	17
15	FINANCIAL INFORMATION ABOUT THE COMPANY	22
16	STOCK MARKET DATA	24
17	DETAILS OF THE STATUTORY APPROVALS	26
18	DETAILS OF THE REGISTRAR TO THE BUYBACK	26
19	PROCESS AND METHODOLOGY FOR THE BUYBACK	26
20	PROCEDURE FOR TENDER OFFER AND SETTLEMENT	29
21	NOTE ON TAXATION	33
22	DECLARATION BY THE BOARD OF DIRECTORS	36
23	AUDITORS CERTIFICATE	37
24	DOCUMENTS FOR INSPECTION	39
25	DETAILS OF THE COMPLIANCE OFFICER	39
26	DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS	39
27	DETAILS OF INVESTOR SERVICE CENTRE	40
28	DETAILS OF THE MANAGER TO THE BUYBACK	40
29	DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF OFFER	40

1. SCHEDULE OF ACTIVITIES

   Activity	Day & Date
   Date of the Board meeting approving the proposal for Buyback of Equity Shares	Tuesday, November 15, 2016
   Date of Postal Ballot results approving the Buyback	Monday, January 02, 2017
   Date of publication of Public Announcement for the Buyback	Tuesday, January 03, 2017
   Record Date for determining the Buyback Entitlement and the names of Eligible Persons	Friday, January 13, 2017
   Buyback opens on / date of opening of Buyback	Tuesday, February 07, 2017
   Buyback closes on / date of closing of Buyback	Monday, February 20, 2017
   Last date of deposit of the physical share certificates with the Registrar	Wednesday, February 22, 2017
   Last date of verification by Registrar	Wednesday, March 01, 2017
   Last date of providing Acceptance to the Stock Exchanges by the Registrar	Wednesday, March 01, 2017
   Last date of completion of settlement by the Clearing Corporation of the Stock Exchanges	Thursday, March 02, 2017
   Last date of dispatch of share certificates not accepted under the Buyback offer	Thursday, March 02, 2017
   Last date of extinguishment of Equity Shares	Thursday, March 09, 2017

2. DEFINITION OF KEY TERMS

Acceptance	Acceptance of Equity Shares tendered by Eligible Persons in the Buyback Offer.
Additional Equity Shares	Additional Equity Shares tendered by an Eligible Person over and above the Buyback Entitlement of such Equity Shareholder.
Board/ Board of Directors	Board of directors of the Company.
BSE	BSE Limited.
Buyback/ Offer	Offer by Balrampur Chini Mills Limited to buy back up to maximum of 1,00,00,000 fully paid-up Equity Shares of face value of ` 1/- each at a price of ` 175/- per Equity Share from all the Equity Shareholders, as on the Record Date of the Company through the Tender Offer process on a proportionate basis.
Buyback / Executive Committee	The Executive Committee comprising Shri Vivek Saraogi Managing Director, Shri S P Ghosh, Independent Director and Dr. A. K. Saxena, Wholetime Director, authorized, interalia, for the purposes of the Buyback Offer by a resolution dated November 15, 2016 of the Board of Directors.
Buyback Entitlement	The number of Equity Shares that an Equity Shareholder is entitled to tender in the Buyback Offer, based on the number of Equity Shares held by that Equity Shareholder, on the Record Date and the ratio of Buyback applicable in the category, to which such Equity Shareholder belongs.
Buyback Price	Price at which Equity Shares will be bought back from the Equity Shareholders i.e. ` 175/- per fully paid up Equity Share, payable in cash.
Buyback Regulations	Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 including any statutory modifications or re-enactments thereof.
Buyback Size	Number of Equity Shares proposed to be bought back (i.e. 1,00,00,000 Equity Shares) multiplied by the Buyback Price (i.e. ` 175 per Equity Share) aggregating to ` 175,00,00,000 (Rupees One Hundred Seventy Five Crores Only). The Buyback Size excludes the transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty etc.
DIN	Director Identification Number
CDSL	Central Depository Services (India) Limited.
Company	Balrampur Chini Mills Limited.
Companies Act	The Companies Act, 2013 (as amended).
CSE	The Calcutta Stock Exchange Limited
Depositories	Collectively, National Securities Depository Limited and Central Depository Services (India) Limited.
Designated Stock Exchange	BSE Limited.
Directors	Directors of the Company.
Draft Letter of Offer	Draft letter of offer dated January 06, 2017, filed with SEBI through the Manager to the Buyback, containing disclosures in relation to the Buyback as specified in Schedule III