GAIL India : Buyback - others

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GAIL (India) Limited
(A Government of India Undertaking-A Maharatna Company)
ND/GAIL/SECTT/2022
To,	The Manager
Listing Department	Corporate Relationship Department,
National.Stock Exchange of India Limited	BSE Limited, Rotunda Buiding,
'Exchange Plaza', C-1, Block G,	P J Towers, Dalal Street, Fort,
Bandra Kurla Complex, Bandra (E),	Mumbai - 400 001.
Mumbai - 400 051.
Scrip Code - GAIL	Scrip Code- 532155
Dear Sir/Madam,

16 BHIKAIJI CAMA PLACE NEWDELHl-110066, INDIA ~/PHONE: [phone] itffi/FAX :[phone] {-"tJc,f/E-rnail:[e-mail]

April 11, 2022

Subject: Submission of the Draft Letter of Offer pertaining to the proposed buy-back of not exceeding 5,69,85,463 (Five Crore Sixty Nine Lakh Eighty Five Thousand Four Hundred and Sixty Three) fully paid up equity shares of face value Rs. 10/- each (",Equity Shares") of GAIL (India) Limited ("Company") at a price of Rs. 190/-(Rupees One Hundred and Ninety Only) per Equity Share for an aggregate consideration not exceeding of Rs. 1082,72,37,970.00/- (Rupees One Thousand Eighty Two Crore Seventy Two Lakh Thirty Seven Thousand Nine Hundred and Seventy Only) ("Offer Size") through the tender offer process pursuant to the provisions of Regulation 8(i) of SEBI (Buy-Back of Securities) Regulations, 2018, as amended

The Company is undertaking a Buyback, in accordance with the Companies Act, 2013, as amended, the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, ("Buyback Regulations"), and other applicable laws, if any.

In this regard, please find enclosed the soft copy (in pdf version) of the Draft Letter of offer dated April 11, 2022 of the Company in relation to the Buyback Offer ("Draft Letter of Offer"), as Annexure 1, for your information and records.

All terms used herein and not specifically defined shall have the same meaning as ascribed to such terms under 'the Draft Letter of Offer.

Thanking You,

For fl.

Sincerely,

GAIL (India) Limited

(A. K. Jha)

Company Secretary & Compliance Officer Encl: As Above

~3llw,7/CIN

L40200DL1984GOl018976www.gailonline.com

Copy to:

• 1. Deutsche Bank AG, Filiale Mumbai

  TSS & Global Equity Services, The Capital, 14th Floor C-70, G Block, Bandra Kurla Complex, Mumbai -400051

• 2. London Stock Exchange,

  AVS No.- 326584

  Regulatory News Service Department (RNS) 10, Paternoster Square, London EC4M7LS

Annexure-1

DRAFT LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you, being an Eligible Shareholder of GAIL (India) Limited (the "Company") as on the Record Date in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or the Manager to the Buyback Offer i.e. IDBI Capital Markets & Securities Limited or the Registrar to the Buyback Offer i.e. MCS Share Transfer Agent Limited. Please refer to the section on "Definitions of Key Terms‟ for the definition of the capitalized terms used herein.

GAIL (INDIA) LIMITED

(A Government of India Undertaking-A Maharatna Company) Registered Office: 16, Bhikaiji Cama Place, R. K. Puram, New Delhi-110 066

CIN: L40200DL1984GOI018976

Contact Person: Mr. A. K. Jha, Company Secretary & Compliance Officer

Tel.: [phone], Fax: [phone] | E-mail:[e-mail] | Website:www.gailonline.com

CASH OFFER FOR BUYBACK OF NOT EXCEEDING 5,69,85,463 (FIVE CRORE SIXTY NINE LAKH EIGHTY FIVE THOUSAND FOUR HUNDRED AND SIXTY THREE) FULLY PAID-UP EQUITY SHARES OF FACE VALUE RS. 10 (RUPEES TEN ONLY) EACH ("SHARES" OR "EQUITY SHARES"), REPRESENTING 1.28% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, FROM ALL THE EXISTING SHAREHOLDERS/ BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY AS ON THE RECORD DATE I.E. FRIDAY, APRIL 22, 2022 ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" PROCESS AT A PRICE OF RS. 190/- (RUPEES ONE HUNDRED AND NINETY ONLY) PER EQUITY SHARE FOR AN AGGREGATE CONSIDERATION NOT EXCEEDING RS. 1082,72,37,970 (RUPEES ONE THOUSAND EIGHTY TWO CRORE SEVENTY TWO LAKH THIRTY SEVEN THOUSAND NINE HUNDRED AND SEVENTY ONLY)

• 1) The Buyback is in accordance with the provisions of Sections 68, 69, 70 and all other applicable provisions of the Companies Act, 2013, as amended (the "Companies Act"), the Companies (Share Capital and Debentures) Rules, 2014, as amended to the extent applicable and in accordance with Article 58 of the Articles of Association of the Company and in accordance with Regulation 4(iv)(a) and other applicable provisions contained in the Buyback Regulations and subject to such other approvals, permissions and sanctions as may be necessary, from time to time from statutory, regulatory or governmental authorities under applicable laws including but not limited to SEBI, the Stock Exchanges and Reserve Bank of India etc.

• 2) The Buyback Offer Size which is not exceeding Rs. 1082,72,37,970 (Rupees One Thousand Eighty Two Crore Seventy Two Lakh Thirty Seven Thousand Nine Hundred and Seventy Only) represents 2.50% & 2.22% of the aggregate of the fully paid-up Equity Share capital and free reserves as per the audited standalone and consolidated financial statements of the Company, respectively for the financial year ended March 31, 2021 (i.e. the last audited standalone and consolidated financial statements available as on the date of the Board Meeting approving the Buyback) and is within the statutory limits of 10.00% of the aggregate of the fully paid-up Equity Share capital and free reserves as per audited standalone and consolidated financial statements of the Company under the Board of Directors approval route as per the provisions of the Companies Act, 2013.

• 3) The Letter of Offer will be sent to the Eligible Shareholders as on the Record Date i.e. Friday, April 22, 2022 in accordance with Buyback Regulations and such circulars and notifications as may be applicable.

• 4) The procedure for acceptance is set out in paragraph 20 (Procedure for Tender Offer and Settlement) on page 32, of this Draft Letter of Offer. The Tender Form is enclosed together with this Draft Letter of Offer.

• 5) For mode of payment of cash consideration to the Eligible Shareholders, please refer to paragraph 20.30 (Method of Settlement) on page 41 of this Draft Letter of Offer.

• 6) A copy of the Public Announcement published on Monday, April 04, 2022, and this Draft Letter of Offer (including Tender Form) is available on the website of the Company-www.gailonline.com and is also expected to be made available on the website of SEBI -www.sebi.gov.in.

• 7) Eligible Shareholders are advised to refer to paragraph 17 (Details of Statutory Approvals) on page 28 of this Draft Letter of Offer and paragraph 21 (Note on Taxation) on page 41 of this Draft Letter of Offer before tendering their Equity Shares in the Buybac k.

BUYBACK OPENS ON: [●], 2022

BUYBACK CLOSES ON: [●], 2022

(LAST DATE/TIME OF RECEIPT OF COMPLETED APPLICATION FORMS AND OTHER SPECIFIED DOCUMENTS

INCLUDING PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR: [●], 2022, BY [●] P.M.

MANAGER TO THE BUYBACK OFFER	REGISTRAR TO THE BUYBACK OFFER
IDBI Capital Markets & Securities Limited	MCS Share Transfer Agent Limited
6th floor, IDBI Tower, WTC Complex, Cuffe Parade,	F-65, 1st Floor, Okhla Industrial Area, Phase-1,
Mumbai 400 005	New Delhi - 110020
Tel No.:[phone]	Tel No: [phone]
Fax No.: [phone]	Fax No: [phone]
Contact Person: Mr. Ashik Joisar/ Mr. Vimal Maniyar	Contact Person: Mr. Amar Jit
Email:[e-mail]	Email:[e-mail]
Website:www.idbicapital.com	Website:www.mcsregistrars.com
SEBI Registration Number: INM000010866	SEBI Registration Number : INR000004108
Validity Period: Permanent	Validity Period: Permanent
CIN: U65990MH1993GOI075578	CIN: U67120WB2011PLC165872

TABLE OF CONTENTS

1.

SCHEDULE OF THE ACTIVITIES FOR THE BUYBACK OFFER .................................................. 3

2.

DEFINITION OF KEY TERMS ............................................................................................................... 3

3.

DISCLAIMER CLAUSE .......................................................................................................................... 6

4.

TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING ............................................ 7

5.

DETAILS OF PUBLIC ANNOUNCEMENT ...................................................................................... 12

6.

DETAILS OF THE BUYBACK ............................................................................................................ 12

7.

AUTHORITY FOR THE BUYBACK .................................................................................................. 14

8.

9.

NECESSITY OF THE BUYBACK ....................................................................................................... 14 MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF BUYBACK

ON THE COMPANY ............................................................................................................................. 14

• 10. BASIS OF CALCULATING BUYBACK PRICE ............................................................................... 16

• 11. SOURCES OF FUNDS FOR THE BUYBACK ................................................................................... 17

• 12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN

  .................................................................................................................................................................. 17

• 13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ........................................................ 17

• 14. BRIEF INFORMATION ABOUT THE COMPANY .......................................................................... 18

• 15. FINANCIAL INFORMATION ABOUT THE COMPANY ............................................................... 23

• 16. STOCK MARKET DATA ..................................................................................................................... 26

• 17. DETAILS OF STATUTORY APPROVALS ....................................................................................... 28

• 18. DETAILS OF REGISTRAR TO THE BUYBACK OFFER ............................................................... 28

• 19. PROCESS AND METHODOLOGY FOR THE BUYBACK ............................................................. 29

• 20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT ........................................................... 32

• 21. NOTE ON TAXATION ......................................................................................................................... 41

• 22. DECLARATION BY THE BOARD OF DIRECTORS ...................................................................... 43

• 23. AUDITORS CERTIFICATE ................................................................................................................. 43

• 24. DOCUMENTS FOR INSPECTION ...................................................................................................... 46

• 25. CONTACT DETAILS OF COMPLIANCE OFFICER ....................................................................... 47

• 26. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL

  OWNERS ................................................................................................................................................. 47

• 27. DETAILS OF INVESTOR SERVICE CENTRES ............................................................................... 47

• 28. MANAGER TO THE BUYBACK OFFER .......................................................................................... 47

• 29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE

  INFORMATION IN THE DRAFT LETTER OF OFFER ................................................................... 48

1. SCHEDULE OF THE ACTIVITIES FOR THE BUYBACK OFFER

Acti vi ty

Date

Date of Board Meeting approving the proposal of the Buyback Date of Public Announcement for Buyback

March 31, 2022

April 01, 2022

Date of publication of the Public Announcement for the Buyback Record Date for determining the Buyback Entitlement and the names of Eligible Shareholders

April 04, 2022

Day Thursday Friday Monday

April 22, 2022

Friday

Date of Opening of the Buyback Offer Date of Closing of the Buyback Offer

[●]

Last date of receipt of the completed Tender Forms and other specified documents including physical Equity Share certificates by the Registrar

[●] [●]

[●] [●] [●]

Last date of verification of Tender Forms by the Registrar

Last date of intimation regarding acceptance / non- acceptance of tendered Equity Shares by the Registrar

[●] [●]

[●] [●]

Last date of settlement of bids on the Stock Exchange

Last date of dispatch of share certificate(s) by RTA/ payment to shareholders/ return of unaccepted demat shares by Stock Exchange to Shareholder Broker/ Eligible Shareholders

[●] [●]

[●] [●]

Last date of extinguishment of Equity Shares

[●]

[●]

Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates

2. DEFINITION OF KEY TERMS

This Draft Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under th at provision.

The words and expressions used in this Draft Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the Buyback Regulations, the Companies Act, 2013, the Depositories Act, and the rules and regulations made thereunder.

Term Acceptance Acquisition Window

Descri pti on

Acceptance of Equity Shares, tendered by Eligible Shareholders in the Buyback Offer The facility for acquisition of Equity Shares through mechanism provided by the Designated Stock Exchange in the form of a separate window in accordance with the

SEBI Circulars
Additional Equity Shares tendered by an Eligible Shareholder over and above the
Buyback Entitlement of such Equity Shareholder up to the Eligible Equity Shares
Articles/ AOA	Articles of Association of the Company, as amended.
Board Meeting	Meeting of the Board of Directors held on March 31, 2022, approving the proposal
for the Buyback Offer
Board/ Board of	Board of Directors of the Company (which term shall, unless repugnant to the context
Directors/ Director(s)	or meaning thereof, be deemed to include a duly authorized "Committee‟ thereof)
BSE	BSE Limited
Buyback/ Buyback	Buyback of not exceeding 5,69,85,463 (Five Crore Sixty Nine Lakh Eighty Five
Offer/Offer/ Buyback	Thousand Four Hundred and Sixty Three) Equity Shares at a price of Rs. 190/-
Offer Size	(Rupees One Hundred and Ninety Only) per Equity Share for an aggregate
consideration not exceeding Rs. 1082,72,37,970 (Rupees One Thousand Eighty Two
Crore Seventy Two Lakh Thirty Seven Thousand Nine Hundred and Seventy Only),
on a proportionate basis, from the Eligible Shareholders, as on Record Date by way
of a tender offer through the stock exchange mechanism in terms of the Buyback
Regulations read with SEBI Circulars
Buyback	The Buyback Committee of the Board constituted and authorized for the purposes of
Committee/Committee	the Buyback by way of a resolution of the Board dated March 31, 2022.
Buyback Entitlement	The number of Equity Shares that an Eligible Shareholder is entitled to tender in the
Buyback Offer, based on the number of Equity Shares held by such Eligible
Shareholder on the Record Date and the ratio/percentage of Buyback applicable in the
category to which such Eligible Shareholder belongs
Buyback Closing Date	[●]
Buyback Opening Date	[●]

Additional Shares / Additional Equity Shares

3