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    532889   INE930H01031

K.P.R. MILL LIMITED

(532889)
  Report
End-of-day quote Bombay Stock Exchange  -  2023-02-07
559.05 INR   +4.34%
02/07Transcript : K.P.R. Mill Limited, Q3 2023 Earnings Call, Feb 07, 2023
CI
02/06K.P.R. Mill Limited Reports Earnings Results for the Third Quarter and Nine Months Ended December 31, 2022
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2022K.P.R. Mill Limited Reports Earnings Results for the Second Quarter and Six Months Ended September 30, 2022
CI
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K P R Mill : Buyback - others

03/16/2022 | 04:48am EST

K.P.R. MILL LIMITED

Corporate Office : 1st Floor Srivari Shrimat, 1045, Avinashi Road, Coimbatore - 641018. India © : 0422-2207777 Fax : 0422-2207778

The Manager

Listing Department

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G,

Bandra Kurla Complex, Bandra, East,

Mumbai - 400 051

Scrip Code: KPRMILL

March 16, 2022

The Manager

Listing Department

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street

Mumbai, Maharashtra- 400 001

Scrip Code: 532889

Sub. Submission of the Letter of Offer ("Letter of Offer") pertaining to the

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 K.P.R. Mill Limited (the "Company") as on the Record Date in accordance with Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended ("Buyback Regulations"). 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. KFin Technologies Limited. Please refer to the section on "Definition of Key terms‟ for the definition of the capitalized terms used herein.

K.P.R. MILL LIMITED

Registered Office: No. 9, Gokul Buildings, A.K.S. Nagar, Thadagam Road, Coimbatore - 641 001, India

Corporate Office: 1st Floor Srivari Shrimat, 1045, Avinashi Road, Coimbatore - 641 018, India

CIN: L17111TZ2003PLC010518

Contact Person: Mr. P. Kandaswamy, Company Secretary and Compliance Officer

Tel: +91 422-2207777 | Fax: +91 422 2207778 | Email: investors@kprmill.com| Website: www.kprmilllimited.com

CASH OFFER FOR BUYBACK OF NOT EXCEEDING 22,36,000 (TWENTY TWO LAKH THIRTY SIX THOUSAND) FULLY PAID-UP EQUITY SHARES OF FACE VALUE ₹ 1 EACH, REPRESENTING 0.65% 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. SATURDAY, FEBRUARY 19, 2022 ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" PROCESS AT A PRICE OF ₹ 805 (RUPEES EIGHT HUNDRED FIVE ONLY) PER EQUITY SHARE FOR AN AGGREGATE CONSIDERATION NOT EXCEEDING ₹ 1,79,99,80,000 (RUPEES ONE HUNDRED SEVENTY NINE CRORE NINETY NINE LAKH EIGHTY THOUSAND ONLY) EXCLUDING TRANSACTION COSTS

  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 (Share Capital and Debentures) Rules, 2014, as amended to the extent applicable and in accordance with Article 16 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 ₹ 1,79,99,80,000 (Rupees One Hundred Seventy Nine Crore Ninety Nine Lakh Eighty Thousand only) represents 9.53% and 7.73% of the aggregate of the fully paid-up equity share capital and free reserves as per the audited standalone and consolidated financial statements respectively of the Company for the financial year ended March 31, 2021 (i.e. the last audited financial statements available as on the date of the Board Meeting approving the Buyback) and is within the statutory limit of 10% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest standalone and consolidated audited financial statements respectively of the Company for the financial year ended March 31, 2021.
  3. The Letter of Offer is sent to the Eligible Shareholders as on the Record Date i.e. Saturday, February 19, 2022.
  4. The procedure for acceptance is set out in paragraph 20 (Procedure for Tender Offer and Settlement) on page 39 of this Letter of Offer. The Tender Form is enclosed together with this 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 45 of this Letter of Offer.
  6. A copy of the Public Announcement, the Draft Letter of Offer and this Letter of Offer (including Tender Form) shall be available on the website of SEBI - http://www.sebi.gov.inand the website of the Company- www.kprmilllimited.com
  7. Eligible Shareholders are advised to refer to paragraph 17 (Details of Statutory Approvals) on page 34 of this Letter of Offer and paragraph 21 (Note on Taxation) on page 48 of this Letter of Offer before tendering their Equity Shares in the Buyback.

BUYBACK OPENS ON: FRIDAY, MARCH 25, 2022

BUYBACK CLOSES ON: THURSDAY, APRIL 07, 2022

(LAST DATE/TIME OF RECEIPT OF COMPLETED APPLICATION FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR: SATURDAY, APRIL 09, 2022, BY 5.00 P.M.

MANAGER TO THE BUYBACK OFFER

REGISTRAR TO THE BUYBACK OFFER

IDBI CAPITAL MARKETS & SECURITIES LIMITED

KFIN TECHNOLOGIES LIMITED

(Formerly known as "KFin Technologies Private Limited")

6th Floor, IDBI Tower,

WTC Complex, Cuffe Parade,

Selenium, Tower B, Plot No- 31 & 32, Financial District,

Nanakramguda, Serilingampally Hyderabad,

Mumbai- 400 005

Rangareddi - 500 032, Telangana, India

Contact person: Ashik Joisar / Rahul Sharma

Contact Person: M Murali Krishna

Tel: +91 22 2217 1700

Tel.: +91 40 6716 2222

Fax:+91 22 2215 1787

Email: kpr.buyback@kfintech.com

Email: kpr.buyback2022@idbicapital.com

Investor Grievance E-mail:einward.ris@kfintech.com

Website: www.idbicapital.com

Website: www.kfintech.com

SEBI Registration No.: INM000010866

SEBI Registration Number: INR000000221

Validity Period: Permanent Registration

Validity Period: Permanent Registration

CIN: U65990MH1993GOI075578

CIN: U72400TG2017PLC117649

1

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 ...........................................................................................

15

8.

NECESSITY OF THE BUYBACK ................................................................................................

15

9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF

BUYBACK ON THE COMPANY .................................................................................................

15

10.

BASIS OF CALCULATING BUYBACK PRICE ........................................................................

22

11.

SOURCES OF FUNDS FOR THE BUYBACK ............................................................................

22

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

THEREIN .........................................................................................................................................

23

13.

CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ................................................

23

14.

BRIEF INFORMATION ABOUT THE COMPANY ..................................................................

26

15.

FINANCIAL INFORMATION ABOUT THE COMPANY ........................................................

30

16.

STOCK MARKET DATA ..............................................................................................................

33

17.

DETAILS OF STATUTORY APPROVALS ................................................................................

34

18. DETAILS OF REGISTRAR TO THE BUYBACK OFFER AND INVESTOR SERVICE

CENTER...........................................................................................................................................

35

19.

PROCESS AND METHODOLOGY FOR THE BUYBACK ......................................................

35

20.

PROCEDURE FOR TENDER OFFER AND SETTLEMENT...................................................

39

21.

NOTE ON TAXATION...................................................................................................................

48

22.

DECLARATION BY THE BOARD OF DIRECTORS ...............................................................

50

23.

AUDITORS CERTIFICATE..........................................................................................................

51

24.

DOCUMENTS FOR INSPECTION ..............................................................................................

54

25.

CONTACT DETAILS OF COMPLIANCE OFFICER ...............................................................

54

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

OWNERS..........................................................................................................................................

54

27.

DETAILS OF INVESTOR SERVICE CENTRES .......................................................................

55

28.

MANAGER TO THE BUYBACK OFFER ...................................................................................

55

29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE

INFORMATION IN THE LETTER OF OFFER .........................................................................

55

2

1. SCHEDULE OF THE ACTIVITIES FOR THE BUYBACK OFFER

Activity

Date

Day

Date of Board Meeting approving the proposal of the Buyback

February 07, 2022

Monday

Date of Public Announcement for Buyback

February 07, 2022

Monday

Date of publication of the Public Announcement for the Buyback

February 09, 2022

Wednesday

Record Date for determining the Buyback Entitlement and the

February 19, 2022

Saturday

names of Eligible Shareholders

Date of Opening of the Buyback Offer

March 25, 2022

Friday

Date of Closing of the Buyback Offer

April 07, 2022

Thursday

Last date of receipt of the completed Tender Forms and other

specified including physical Equity Share certificates by the

April 09, 2022

Saturday

Registrar

Last date of verification of Tender Forms by the Registrar

April 13, 2022

Wednesday

Last date of intimation regarding acceptance / non- acceptance of

April 18, 2022

Monday

tendered Equity Shares by the Registrar

Last date of settlement of bids on the Stock Exchange

April 19, 2022

Tuesday

Last date of dispatch of share certificate(s) by RTA/ payment to

shareholders/ return of unaccepted demat shares by Stock

April 19, 2022

Tuesday

Exchanges to Shareholder Broker/ Eligible Shareholders

Last date of extinguishment of Equity Shares

April 26, 2022

Tuesday

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 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 that provision.

The words and expressions used in this 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

Description

Acceptance

Acceptance of fully paid-up Equity Shares, tendered by Eligible Shareholders

in the Buyback Offer

Act / Companies Act

The Companies Act, 2013 as amended from time to time and the rules and

regulations made thereunder and to the extent applicable.

Acquisition Window

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

Shares

/

Equity Shares tendered by Eligible Shareholders over and above their

Additional Equity Shares

respective Buy-back Entitlement and such that total number of Equity Shares

tendered does not exceed the Equity Shares held on the Record Date by such

Eligible Shareholders

Articles/ AOA

Articles of Association of the Company

Board Meeting

Meeting of the Board of Directors held on February 07, 2022 approving the

proposal for the Buyback Offer

Board/ Board

of Directors/

Board of directors of the Company (which term shall, unless repugnant to the

Director(s)

context or meaning thereof, be deemed to include a duly authorized

"Committee‟ thereof)

BSE

BSE Limited

Buyback/

Buyback

Buyback of not exceeding 22,36,000 (Twenty Two Lakh Thirty Six Thousand)

Offer/Offer/ Buyback

Offer

Equity Shares at a price of ₹ 805/- (Rupees Eight Hundred Five only) per

Size

Equity Share for an aggregate consideration not exceeding ₹ 1,79,99,80,000/-

(Rupees One Hundred Seventy Nine Crore Ninety Nine Lakh Eighty Thousand

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 Closing Date

Thursday, April 07, 2022

Buyback

Committee/

The Buyback Committee of the Board constituted and authorized for the

3

Term

Description

Committee

purposes of the Buyback by way of a resolution of the Board dated

February 07, 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 Opening Date

Friday, March 25, 2022

Buyback Regulations

Securities and Exchange Board of India (Buy-Back of Securities) Regulations,

2018 as amended from time to time

CDSL

Central Depository Services (India) Limited

CIN

Corporate Identification Number

Clearing Corporation / ICCL

Indian Clearing Corporation Limited

Company/K.P.R. Mill/ "we"

K.P.R. Mill Limited, unless the context states otherwise

Companies Act, 1956

The Companies Act, 1956, as amended (to the extent applicable)

Companies Act, 2013

The Companies Act, 2013, as amended

Company‟s Broker

IDBI Capital Markets & Securities Limited

Demat Share(s)

Equity Share(s) of the Company in dematerialised form

Depositories

Collectively, NSDL and CDSL

Designated Stock Exchange

The designated stock exchange for the Buyback being, BSE

DIN

Director Identification Number

Draft Letter of Offer/ Offer

The Draft Letter of Offer dated February 16, 2022 filed with SEBI through the

Document/ DLoF

Manager to the Buyback Offer, containing disclosures in relation to the

Buyback as specified in Schedule III of the Buyback Regulations

DP

Depository Participant

DTAA

Double Taxation Avoidance Agreement

Eligible Equity Shares

Eligible Equity Shares means the lower of:

(i) Total number of Equity Shares held by an Eligible Shareholder as on the

Record Date; or

(ii) Total number of Equity Shares tendered by an Eligible Shareholder.

Equity Shares/ Shares

Fully paid-up equity shares of face value ₹ 1 each of the Company

Equity

Shareholders/

Holders of the Equity Shares of the Company and includes beneficial owner(s)

Shareholders

thereof

Eligible Shareholder(s)

All shareholders / beneficial owner(s) of Equity Shares of the Company as on

Record Date i.e. Saturday, February 19, 2022.

Escrow Account

The escrow account titled "K.P.R. Mill Limited Escrow Account for Buy-back

of shares 2022" opened with the Escrow Agent in terms of the Escrow

Agreement

Escrow Agent

IDBI Bank Limited

Escrow Agreement

The escrow agreement dated February 28, 2022 to be entered into between the

Company, Escrow Agent and the IDBI Capital Markets & Securities Limited

FDI

Foreign Direct Investment

FEMA

Foreign Exchange Management Act, 1999, as amended

FII(s)

Foreign Institutional Investor(s)

FPI(s)

Foreign Portfolio Investor(s)

Form / Tender Form

Form of Acceptance-cum-Acknowledgement to be filled in by the Eligible

Shareholders to participate in the Buyback

Financial Year/Fiscal/FY

Period of 12 months ended March 31 of that particular year

FVCI

Foreign Venture Capital Investors (as defined under the Securities and

Exchange Board of India (Foreign Venture Capital Investors) Regulations,

2000) registered with the SEBI

GoI

Government of India

HUF

Hindu Undivided Family

Income Tax Act

The Income Tax Act, 1961, as amended

IND AS

Indian Accounting Standards

Letter of Offer

This Letter of Offer dated March 15, 2022 to be filed with SEBI containing

disclosures in relation to the Buyback as specified in the Buyback Regulations,

including comments received from SEBI on the Draft Letter of Offer

LTCG

Long-term Capital Gains

Ltd.

Limited

Manager /

Manager to the

IDBI Capital Markets & Securities Limited

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

K.P.R. Mill Limited published this content on 16 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2022 09:47:06 UTC.


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Sales 2023 59 185 M 716 M 716 M
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Net Debt 2023 7 089 M 85,7 M 85,7 M
P/E ratio 2023 23,2x
Yield 2023 0,29%
Capitalization 191 B 2 312 M 2 312 M
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TrendsBullishNeutralBearish
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