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DRAFT LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Draft Letter of Offer is sent to you as a registered equity shareholder of Pressman Properties 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 Investment Consultant or the
Manager to the Buyback Offer (VC Corporate Advisors Pvt. Ltd.) or to the Registrar to the Buyback Offer (Niche Technologies
Pvt. Ltd.). Please refer to the section on “Definitions” for the definition of capitalized terms used therein.
PRESSMAN PROPERTIES LIMITED
CIN No.: L45400WB1982PLC035249
Registered office: Pressman House, 10A Lee Road, Kolkata 700 020, Tel. No. (033) 4031 0810,
Fax No. (033) 4031 0813, Website:- www.pressmanproperties.com, Email: [email protected]
Cash offer to buyback not exceeding 3,75,000 (Three Lakhs Seventy Five Thousand) fully paid up equity shares of face
value of Rs. 10/- each representing 25% of the total number of equity shares in the issued, subscribed, paid up equity share
capital of the Company from all the existing shareholders/beneficial owners of the Company as on the record date i.e.
23.09.2016 on a proportionate basis through the tender offer route at a price of Rs. 130/- (Rupees One Hundred Thirty
Only) per equity share for an aggregate amount Rs. 4,87,50,000/- (Rupees Four Crores Eighty Seven Lakhs Fifty Thousand
Only).
1.1. The Buyback is in accordance with the provisions of sections 68, 69, 70, 110 and all other applicable provisions, if any, of the
Companies Act, 2013 (the “Companies Act”), the Companies (Share Capital and Debentures) Rules, 2014 (hereinafter
referred to as the “Share Capital Rules”) and in compliance with Securities and Exchange Board of India (Buy Back of
Securities) Regulations, 1998 as amended from time to time (the “Buyback Regulations”), statutory modifications of re-
enactments thereof, the Articles of Association of the Company and such other approvals, permissions and exemptions as
may be required, from time to time, from The Calcutta Stock Exchange Limited (the “CSE”) 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 other committee thereof. The Buyback would be undertaken in accordance with Circular No.
CIR/CFD/POLICYCELL/1/2015 dated 13.04.2015 issued by the Securities and Exchange Board of India, which prescribes
mechanism for acquisition of shares through Stock Exchange and in this regard, BSE Limited would be the “Designated
Stock Exchange”.
1.2. The Buyback Offer Size is 24.11% of the fully paid-up equity share capital and free reserves (including securities premium)
as per audited accounts of the Company for the financial year ended 31.03.2016 and is within the statutory limits of 25% of
the fully paid-up equity share capital and free reserves as per the last audited accounts of the Company.
1.3. The Letter of Offer will be sent to the Equity Shareholder(s)/Beneficial Owner(s) of Equity shares of the Company as on the
Record Date i.e., 23.09.2016.
1.4. The procedure for Tender and Settlement is set out in paragraph 20 of this Draft Letter of Offer. The Form of Acceptance-
cum-Acknowledgement (“Tender Form”) is enclosed together with this Draft Letter of Offer.
1.5. For mode of payment of consideration to the Equity Shareholders refer Paragraph 20.8 of this Draft Letter of Offer.
1.6. A copy of the Public Announcement, Corrigendum to the Public Announcement dated 03.09.2016 and this Draft Letter of
Offer (including Tender Form) will be available on the website of Securities and Exchange Board of India- www.sebi.gov.in.
1.7. Equity Shareholders are advised to refer to paragraph 17 (Details of Statutory Approvals) and paragraph 21 (Notes on
Taxation) before tendering their Equity Shares in the Buyback.
BUYBACK OPENS ON: [●]
BUYBACK CLOSES ON:[●]
LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS: [●]
All future correspondence in relation to Buyback, if any should be addressed to the Manager to the Buyback Offer or the Registrar to
the Buyback Offer at the respective addresses mentioned below:
MANAGER TO THE BUYBACK OFFER:
REGISTRAR TO THE BUYBACK OFFER:
VC Corporate Advisors Private Limited
SEBI REGN NO: INM000011096
(Contact Person: Mr. Anup Kumar Sharma)
31 Ganesh Chandra Avenue, 2nd Floor,
Suite No –2C, Kolkata-700 013.
Phone No : (033) 2225-3940
Fax : (033) 2225-3941
Email: [email protected]
Website: www.vccorporate.com
Niche Technologies Pvt. Ltd.
SEBI REGN No: INR000003290
(Contact Person: Mr. S. Abbas)
D-511, Bagree Market, 5th Floor,
71, B.R.B. Basu Road, Kolkata – 700 001
Tel No.: (033) 2235 7271/ 7270
Fax No.: (033) 2215 6823
E-mail-Id: [email protected]
Website: www.nichetechpl.com
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TABLE OF CONTENTS:
Sr. No. SUBJECT Page No.
1 SCHEDULE OF ACTIVITIES 2-2
2 DEFINITION OF KEY TERMS 3-4
3 DISCLAIMER CLAUSE 4-4
4 TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING 5-6
5 DETAILS OF PUBLIC ANNOUNCEMENT & CORRIGENDUM TO PUBLIC
ANNOUNCEMENT
7-7
6 DETAILS OF THE BUYBACK 7-8
7 AUTHORITY FOR THE BUYBACK 8-8
8 NECESSITY OF THE BUYBACK 8-9
9 MANAGEMENT DISCUSSIONS AND ANALYSIS OF THE LIKELY IMPACT OF
BUYBACK ON THE COMPANY
9-10
10 BASIS OF CALCULATING THE BUYBACK PRICE 10-10
11 SOURCES OF FUNDS FOR THE BUYBACK 10-11
12 DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED
THEREIN
11-11
13 CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 11-12
14 BRIEF INFORMATION ABOUT THE COMPANY 12-13
15 FINANCIAL INFORMATION ABOUT THE COMPANY 13-14
16 STOCK MARKET DATA 14-14
17 DETAILS OF THE STATUTORY APPROVALS 14-14
18 DETAILS OF THE REGISTRAR TO THE BUYBACK 14-15
19 PROCESS AND METHODOLOGY FOR THE BUYBACK 15-17
20 PROCEDURE FOR TENDER/OFFER AND SETTLEMENT 18-20
21 NOTES ON TAXATION 20-22
22 DECLARATION BY THE BOARD OF DIRECTORS 22-22
23 AUDITOR CERTIFICATE 22-24
24 DOCUMENTS FOR INSPECTION 24-24
25 DETAILS OF THE COMPLIANCE OFFICER 24-24
26 DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/
BENEFICIAL OWNERS
24-24
27 DETAILS OF THE INVESTOR SERVICE CENTRES 25-25
28 DETAILS OF THE MANAGER TO THE BUYBACK 25-25
29 DECLARATION BY THE DIRECTORS REGARDING THE AUTHENTICITY OF
THE INFORMATION IN THE OFFER DOCUMENT
25-25
30 TENDER/ OFFER FORM 26-29
1. SCHEDULE OF ACTIVITIES OF THE OFFER
ACTIVITY DATE DAY
Date of Board Meeting Approving the Proposal of The Buyback 6th
July, 2016 Wednesday
Date of declaration of results of the Postal ballot for special resolution by
the equity shareholders of the Company, approving the Buyback Offer.
26th
August, 2016 Friday
Date of Public Announcement for the buyback 30th
August, 2016 Tuesday
Record date for determining the Buyback entitlement and the names of the
eligible shareholders
23rd
September, 2016 Friday
Date of Opening of the buyback Offer [■] [■]
Date of Closing of the Buyback Offer [■] [■]
Last Date of verification by the Registrar [■] [■]
Last date of providing acceptance to the Stock Exchange by the Registrar [■] [■]
Last date of Settlement of Bids on the Stock Exchange [■] [■]
Last date of dispatch of Share certificate(s)/return of unaccepted demat
shares by Stock Exchange to Selling Member [■] [■]
Last date of Extinguishment of equity shares [■] [■]
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2. DEFINITION OF KEY TERMS:
Acceptance Acceptance of Equity Shares, tendered by Eligible Persons in the Buyback Offer
Act/ Companies Act The Companies Act, 2013 and subsequent amendments thereto, to the extant rules
applicable and notified,
Additional Shares /
Additional Equity
Shares
Eligible Equity Shares tendered by an Eligible Person over and above the Buyback
Entitlement of such shareholder.
Company /
the Company/ PPL M/s. Pressman Properties Limited
Board of Directors/
Board
Board of Directors of the Company, or the Committee of Directors or Buyback
Committee for the purpose of the Buyback.
Buyback Committee
The Buyback Committee comprising of Mrs. Pramina Suchanti, Wholetime Director,
Mr. R.L. Sureka, Director, Mr. Abhit Srivastav, CFO & Compliance Officer
constituted and authorized for the purpose of the Buyback Offer vide resolution dated
26.08.2016 of the Board of Directors of the Company.
BSE BSE Limited
Buyback Entitlement
The number of Equity Shares that a Shareholder is entitled to tender in the Buyback
Offer, based on the number of Equity Shares held by that Shareholder, on the Record
date and the Ratio of Buyback applicable in the category, to which such Shareholder
belongs to.
Buyback Offer/ Buyback
/ Offer
Offer by PPL to buy back not exceeding 3,75,000 fully paid-up Equity Shares of face
value of Rs. 10/- each at a price of Rs. 130/- per equity share from all the equity
shareholders/ beneficial owners of the Company through Tender Offer process, on a
proportionate basis.
Buy back Regulations Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 as
amended from time to time
CDSL Central Depository Services (India) Limited
Corrigendum to Public
Announcement
Corrigendum to Public Announcement regarding the Buyback dated 03.09.2016, which
was published on 03.09.2016.
CSE The Calcutta Stock Exchange Limited
DP Depository Participant
Eligible Person(s)
Person(s) eligible to participate in the Buyback Offer and would mean all Equity
Shareholders / Beneficial Owner(s) of Equity Shares of the Company as on the Record
Date i.e., 23rd
September, 2016.
Equity Shares/ Shares Fully paid up Equity Shares of face value of Rs. 10/- each of the Company
Escrow Account The Escrow Account opened with HDFC Bank Limited
Form/ Tender Form Form of Acceptance–cum–Acknowledgement
HUF Hindu Undivided Family
Income Tax Act Income Tax Act,1961 as amended from time to time
LOF/ Offer Document Letter of Offer
Manager to the Buyback VC Corporate Advisors Private Limited
Non-Resident
Shareholders
Includes Non-Resident Indians (NRI), Foreign Institutional Investors (FII) and
Overseas Corporate Bodies (OCB)
NSDL National Securities Depository Limited
Offer Period / Tendering
Period
Period of ten working days from the date of opening of the Buyback Offer till its
closure (both days inclusive)
Offer Price / Buyback
Price
Price at which Equity Shares will be bought back from the Shareholders i.e. Rs. 130/-
per fully paid up equity share, payable in cash
Offer Size / Buyback
Size
Number of Equity Shares proposed to be bought back (i.e. 3,75,000 equity shares) multiplied by the Offer Price (i.e. Rs. 130/- per equity share) aggregating to Rs. 4,87,50,000
(Rupees Four Crores Eighty Seven Lakhs Fifty Thousand Only).
PA / Public
Announcement
Public Announcement regarding the Buyback dated 30.08.2016, which was published
on 30.08.2016.
PAN Permanent Account Number
RBI Reserve Bank of India
Record Date The date for the purpose of determining the entitlement and the names of the
Shareholders, to whom the Letter of Offer and Tender Offer Form will be sent and who
are eligible to participate in the proposed Buyback offer in accordance with the
Regulations. The Record Date for the purpose of this Buy Back Offer is 23.09.2016.
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Registrar to the Offer /
Registrar to the Buyback
Niche Technologies Pvt. Ltd.
Regulations / SEBI
Regulations / SEBI
Buyback Regulations /
Buyback Regulations
Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998
including any statutory modifications or re-enactments thereof
SEBI The Securities and Exchange Board of India
Small Shareholder Any equity shareholder who holds Equity Shares of the Company having market value,
on the basis of closing price on CSE as on Record Date, of not more than Rs.
2,00,000/- (Rupees Two Lakhs Only). There is no trading facility available at CSE,
thus the closing price for the same is not available. Hence, a shareholder who holds
equity shares having value on the basis of Buyback Offer Price, of not more than Rs.
2,00,000/- (Rupees Two Lakhs Only) is considered for determination of Small
Shareholders in terms of this Buyback Regulations. However, if on the record date the
closing price on the CSE would be available then the same shall be considered for
determination of Small Shareholders in terms of the Buyback Regulations Stock Exchanges/Stock
Exchange
CSE, being the only Stock Exchange where the equity shares of the Company are listed
and BSE Limited being the Designated Stock Exchange for the usage of mechanism
for acquisition of shares through the Stock Exchange.
3. DISCLAIMER CLAUSE:
As required, a copy of this Draft Letter of Offer has been submitted to SEBI. It is to be distinctly understood that
submission of the Draft Letter of Offer to SEBI should not, in any way be deemed or construed that the same has
been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of the
Company to meet the Buyback commitments or for the correctness of the statements or opinions expressed in the
Offer document. The Manager to the Buyback Offer, M/s. VC Corporate Advisors Pvt. Ltd., has certified that the
disclosures made in the Offer document are generally adequate and are in conformity with the provisions of
Companies Act and Buyback Regulations. This requirement is to facilitate investors to take an informed decision for
tendering their Equity Shares in the Buyback.
It should be clearly understood that while the Company is primarily responsible for the correctness, adequacy and
disclosures of all relevant information in the Offer Document, the Manager to the Buyback Offer is expected to
exercise due diligence to ensure that the Company discharges its duty adequately in this behalf and towards this
purpose, the Manager to the Buyback Offer, M/s. VC Corporate Advisors Pvt. Ltd. has furnished to SEBI a Due
Diligence Certificate dated 06.09.2016 in accordance with Buyback Regulations which read as follows:
“We have examined various documents and materials contained in the annexure to this letter, as part of the due-
diligence carried out by us in connection with the finalization of the Public Announcement and the Draft Letter of
Offer. On the basis of such examination and the discussions with the Company, we hereby state that:
The Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and
papers relevant to the Buyback offer;
All the legal requirements connected with the said offer including SEBI (Buy Back of Securities) Regulations,
1998, as amended, have been duly complied with;
The disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge, true,
fair and adequate in all material respects for the shareholders of the Company to make a well informed decision
in respect of the captioned Buyback offer.
Funds used for buy back shall be as per the provisions of the Companies Act.”
The filing of Draft Letter of Offer Document with the SEBI does not, however, absolve the Company from any
liabilities under the provisions of the Companies Act, 2013, as amended or from the requirement of obtaining such
statutory or other clearances as may be required for the purpose of the proposed Buyback.
Promoters / Directors declare and confirm that no information / material likely to have a bearing on the decision of
investors has been suppressed / withheld and / or incorporated in the manner that would amount to mis-statement /
misrepresentation and in the event of it transpiring at any point of time that any information / material has been
suppressed / withheld and / or amounts to a mis-statement/ misrepresentation, the Promoters / Directors and the
Company shall be liable for penalty in terms of the provisions of the Companies Act, 2013 as amended and the
SEBI (Buy Back of Securities) Regulations, 1998, as amended. Promoters / Directors also declare and confirm that
funds borrowed from Banks and Financial Institutions will not be used for the Buyback.
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4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING:
“RESOLVED THAT subject to the approvals of the shareholders, pursuant to Sections 68,69 and 70 of the
Companies Act, 2013 (the “Act”), the Securities and Exchange Board of India (Buy Back of Securities)
Regulations, 1998 as amended from time to time („Buy Back Regulations‟) and Articles of Association of the
Company and other regulatory authorities, the consent of the Board of Directors of the Company be and is
hereby is accorded to Buy Back 3,75,000 equity shares of the face value of Rs.10 each (representing 25% of the
total number of equity shares in the paid-up equity share capital of the Company) at a price of Rs.130 per equity
share („Buy Back Price‟) aggregating to Rs. 4,87,50,000 (Rupees Four Crore Eighty Seven Lakhs Fifty Thousand
only) which is less than 25% of the aggregate of Equity Share Capital and Free Reserves of the Company as per
Audited Accounts of the Company for Financial Year ended 31.03.2016 through Tender Offer route as
prescribed under the Buy Back Regulations read with SEBI Circular CIR/CFD/POLICYCELL/1/2015 dated 13th
April 2015, pertaining to “Mechanism for acquisition of shares through Stock Exchange” on a proportionate
basis from its equity shareholders/ beneficial owners of the Company.”
“RESOLVED FURTHER THAT such Buy Back shall be made from the Free Reserves and/ or such other
resources as may be permitted by law as the Board deems fit.”
“RESOLVED FURTHER THAT as required under Regulation 6 of the Buy Back Regulations, 15% of the
number of equity shares which the Company proposes to Buy Back or the number of equity shares entitled as per
shareholding of small shareholders at the Record Date, whichever is higher, shall be reserved for the small
shareholders, as defined in the Buy Back Regulations.”
“RESOLVED FURTHER THAT Buy Back of shares from Non-resident Shareholders, Foreign Institutional
Investors (FII‟s) and shareholding of Foreign Nationality, etc. if any, shall be subject to such further approvals
from the concerned authorities as may be required including approvals from RBI under the Foreign Exchange
Management Act, 1999.”
“RESOLVED FURTHER THAT the draft Notice to the Shareholders of the Company for their approval
pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management &
Administration) Rules, 2014 as amended along with Explanatory Statement, Postal Ballot Form, Calendar of
Events, Newspaper Advertisement be and are hereby approved.”
“RESOLVED FURTHER THAT Mr. R L Sureka, Director be and is hereby authorized to issue notice for
Postal Ballot to the shareholders and all other persons entitled to receive the same and to do all such acts,
matters, deeds and things, as may be required in connection with the Postal ballot process.”
“RESOLVED FURTHER THAT Mr. Deepak Daga, a Practicing Chartered Accountant, 11 Clive Row,
Kolkata 700 001 be and is hereby appointed as the Scrutinizer for conducting the Postal Ballot process (including
E-voting) in a fair and transparent manner.”
“RESOLVED FURTHER THAT the Board of Directors be and are hereby makes following confirmation;
The Board has made a full enquiry into the affairs and prospects of the Company and that they have formed
following opinion:
a. That immediately following the date of this Board Meeting and the date on which the results of the Postal
Ballot will be declared, there will be no grounds on which the Company can be found unable to pay its debts;
b. That as regards the Company's prospects for the year immediately following the date of this Board Meeting
as well as the year immediately following the date on which the results of the Postal Ballot will be declared
approving the Buy Back of shares and having regard to the Board's intentions with respect to the management
of the Company's business during that year and to the amount and character of the financial resources, which
will, in the Board's view, be available to the Company during that year, the Company will be able to meet its
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liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the
date of this Board Meeting as well as the year immediately following the date on which the results of the
Postal Ballot will be declared approving the Buy Back of shares;
c. In forming its opinion aforesaid, the Board has taken into account the liabilities as if the Company were being
wound up under the provisions of the Act (including prospective and contingent liabilities);
d. That the debt equity ratio of the Company after the Buy Back will be within the limit of 2:1 as prescribed
under the Act.”
“RESOLVED FURTHER THAT VC Corporate Advisors Private Limited having Registered office at 31,
Ganesh Chandra Avenue, 2nd
Floor, Suite No.2C, Kolkata- 700 013 be and is hereby appointed as the Merchant
Banker for proposed Buy Back.”
“RESOLVED FURTHER THAT M/s. Niche Technologies Private Limited, Registrar and Transfer Agents of
the Company be and is hereby appointed as Registrar for the purpose of Buy Back Offer of the Company.”
“RESOLVED FURTHER THAT BNK Securities Pvt. Ltd, having Registered Office at 2 Palm Avenue,
Kolkata 700 019 be and is hereby appointed as the Broker for proposed Buy Back.”
“RESOLVED FURTHER THAT the Board is authorized to do following:
1. to initiate all necessary actions for issue of Public Announcement and filing thereof with SEBI/Stock
Exchange(s) and other authorities, filing of declaration of solvency certificate with SEBI and Registrar of
Companies.
2. to decide the date of commencement of Buy Back, the actual price, timing and the number of shares to be
bought back subject to the limits specified in this resolution.
3. to do all such acts, deeds, things and matters as may be required for the purpose of implementation and
successful completion of this Buy Back and for matter incidental to hereof, including but not limited to
enter into, sign, execute necessary agreements, change the Merchant Bankers, Brokers, Registrars,
Advertisement Agency, Solicitors, Compliance Officer, Auditors for certification purpose, Investor Service
Centre and other Advisors, Consultants or Representatives, and further to prefer all applications to the
appropriate authorities for necessary approvals, permissions and exemptions as may be required in regard to
implementation of Buy Back.
4. to check the opening and operation of Demat account with authorized Depository Participants and to obtain
and file certificate for extinguishment and physical destruction of share certificates and all other documents
required to be filed in connection to Buy Back with such authorities and within such time, as specified
under the Act, Buy Back Regulations and other applicable laws.
5. to authorize any person/s to sign and execute the agreements, papers, documents, correspondence and to do
all such acts, things, matters and deeds as they deem fit in this regard.
6. to settle and resolve any queries or difficulties raised by SEBI, Stock Exchanges, Registrar of Companies
and any other authorities whatsoever in connection to any matter incidental to and ancillary of the Buy
Back.
7. to close the Buy Back and to complete all the required formalities as specified under the Act, Buy Back
Regulations and other applicable laws including but not limited to giving Public Announcement within such
time and containing such information as required under Regulation 19(7) of the Buy Back Regulations.
8. to delegate all or any of the authorities conferred as above to any Officer(s) / Authorised
Representative(s) of the Company to give effect to the aforesaid resolution or to accept any change(s) or
modification(s) as may be suggested by the appropriate authorities or advisors.”
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5. DETAILS OF PUBLIC ANNOUNCEMENT & CORRIGENDUM TO PUBLIC ANNOUNCEMENT:
The Public Announcement dated 30.08.2016 was made in the following newspapers, in accordance with Regulation 8(1)
of the Buyback Regulations, within two working days from the date of passing of the Special Resolution by the equity
shareholders of the Company approving the Buyback through Postal ballot, results of which were declared 26.08.2016.
Publication Language Edition
The Financial Express English Daily All editions
Jansatta Hindi Daily All editions
Dainik Statesman Bengali Daily Kolkata
Further a corrigendum to the public announcement was also published on 03.09.2016 in the same newspaper in
which the original PA dated 30.08.2016 was published.
The Public Announcement and Corrigendum to the Public Announcement are available on the SEBI website-
www.sebi.gov.in.
6. DETAILS OF THE BUYBACK:
Pressman Properties Limited has announced the Buyback of not exceeding 3,75,000 equity shares from all the
existing shareholders/ beneficial owners of equity shares of the Company, on a proportionate basis, through the
Tender Offer route at a price of Rs. 130/- (Rupees One Hundred Thirty Only) per equity share payable in cash for an
aggregate amount of Rs. 4,87,50,000 (Rupees Four Crores Eighty Seven Lakhs Fifty Thousand Only).The maximum
number of equity shares proposed to be bought back represents 25% of the total number of equity shares in the paid-
up equity share capital of the Company.
The Buyback is in accordance with the provisions of sections 68, 69, 70, 110 and all other applicable provisions of
the Companies Act, including the provisions contained in statutory modification or re-enactment thereof for the time
being in force, the Articles of Association of the Company and the Buyback Regulations. The Buyback shall be
implemented using the “Mechanism for acquisition of shares through Stock Exchange” as notified by the SEBI vide
circular CIR/CFD/ POLICYCELL/1/2015 dated 13.04.2015 and on such terms and conditions as may be permitted
by law from time to time. In this regard, the Company will request to the BSE Limited [“BSE”] to provide the
acquisition window. For the purpose of the captioned buyback, BSE would be the “Designated Stock Exchange”.
The Buyback Offer Size is 24.11% of the fully paid-up equity share capital and free reserve (including securities
premium) as per audited accounts of the Company for the financial year ended 31.03.2016 and is within the
statutory limits of 25% of the fully paid-up equity share capital and free reserves as per the last audited accounts of
the Company. The Buyback Offer Size does not include any expenses incurred or to be incurred for the buyback like
filing fees, fees payable to SEBI, Stock Exchange, advisors, brokerage, securities transaction tax, public
announcement publication expenses, printing and dispatch expenses and other incidental and related expenses.
The aggregate shareholding of the Promoters, Directors and Key Managerial Personnel of the Company as on the
date of the Public Announcement (i.e., 30.08.2016) is as follows:
(a) Shareholding of the entities forming part of the Promoter Group as on 30.08.2016:
Sr.
No.
Name Total number of
equity shares held
Total % of
shareholding
1 Dr. Niren Chand Suchanti 2,60,100 17.34
2 Ms. Sujata Suchanti 3,02,250 20.15
3 Mr. Navin Chand Suchanti 2,91,250 19.42
4 Ms. Pramina Suchanti 2,71,100 18.07
Total 11,24,700 74.98
(b) Except for the following, none of the Persons or Key Managerial Personnel [“KMP”] of the Company holds any
equity share in the Company as on 30.08.2016:
Sr.
No.
Name Total number of equity
shares held
Total % of
shareholding
1 Ms. Sujata Suchanti – Promoter & Director 3,02,250 20.15
8
Sr.
No.
Name Total number of equity
shares held
Total % of
shareholding
2 Ms. Pramina Suchanti – Promoter & Director 2,71,100 18.07
3 Mr. Abhit Srivastav - CFO & Compliance Officer 20 0.00
No equity shares of the Company have been purchased / sold by any shareholders of the Promoter / Promoter Group,
and Key Managerial Personnel of the Company during the period six months preceding the date of the Board
Meeting at which the Buyback was approved till the date of the Public Announcement.
In terms of the Buyback Regulations, under the Tender Offer route, the Promoters/ Promoter Group of the Company
have the option to participate in the Buyback. In this regard, the Promoters/ Promoter Group of the Company
mentioned above have expressed their intention, all vide their individual letters dated 06.07.2016 to participate in
the Buyback and offer upto an aggregate maximum of 11,24,700 equity shares or such lower number of equity
shares as required in compliance with the Buyback Regulations / terms of the Buyback. Each Promoter intends to
offer upto their respective shareholding as on the Record Date, or such lower number of equity shares as required in
compliance with the Buyback Regulations / terms of the Buyback.
7. AUTHORITY FOR THE BUYBACK:
The Buyback is in accordance with the provisions of sections 68, 69, 70, 110 and all other applicable provisions, if
any, of the Companies Act and in compliance with the Buyback Regulations, the Articles of Association of the
Company and such other approvals, permissions and exemptions as may be required, from time to time, from the
CSE 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 other committee thereof.
On 06.07.2016, the Board of Directors of the Company passed a resolution to Buyback Equity shares of the
Company and sought approval of its shareholders, as a special Resolution through the Postal Ballot notice dated
06.07.2016. The results of the Postal Ballot were announced on 26.08.2016 which is the date when the Special
Resolution is deemed to have been passed by the Shareholders.
8. NECESSITY OF THE BUYBACK:
Share buyback is the acquisition by a Company of its own shares. The Company doesn‟t have any expansion
plans/ new projects to be undertaken in near future and the fact that the equity shares of the Company have
not been traded on CSE for several years limiting the opportunity for the shareholders to buy and sell equity
shares. The objective is to return surplus cash to the shareholders holding equity shares of the Company. The
Board at its meeting held on 06.07.2016, considered the increase in accumulated free reserves as well as the
cash liquidity reflected in the audited accounts for the financial year ended 31.03.2016 and considering these,
the Board decided to allocate a sum of Rs. 4,87,50,000/- (Rupees Four Crores Eighty Seven Lakhs Fifty
Thousand Only) for distributing to the shareholders holding equity shares of the Company through the
buyback. After considering several factors and benefits to the shareholders holding equity shares of the
Company, the Board decided to recommend Buyback of not exceeding 3,75,000 (Three Lakhs Seventy Five
Thousand) (representing 25% of the total number of shares in the paid-up equity share capital of the
Company) at a price of Rs. 130/- (Rupees One Hundred Thirty Only) per equity share for an aggregate
consideration of Rs. 4,87,50,000/- (Rupees Four Crores Eighty Seven Lakhs Fifty Thousand Only). Buyback
is a more efficient form of distributing surplus cash to the shareholders holding equity shares of the
Company, inter-alia, for the following reasons:
(i). The Buyback will help the Company to distribute surplus cash to its shareholders holding equity shares
broadly in proportion to their shareholding, thereby, enhancing the overall return to shareholders;
(ii). The Buyback, which is being implemented through the Tender Offer route as prescribed under the
Buyback Regulations, would involve allocation of 15% of the outlay to small shareholders. The
Company believes that this reservation of 15% for small shareholders would benefit a large number of
public shareholders, who would get classified as “Small Shareholder”;
(iii). The Buyback would help in improving return on equity, by reduction in the equity base, thereby leading
to long term increase in shareholders‟ value;
9
(iv). The Buyback gives an option to the shareholders holding equity shares of the Company, who can
choose to participate and get cash in lieu of Equity Shares to be accepted under the Buyback Offer or
they may choose to not participate and enjoy a resultant increase in their percentage shareholding, post
the Buyback Offer, without additional investment;
(v). The Buyback Offer price of Rs. 130/- (Rupees One Hundred Thirty Only) per equity share is in the
interest of the shareholders of the Company.
9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON
THE COMPANY
9.1 The Buyback is not likely to cause any material impact on the profitability/earnings of the Company except a
reduction in the investment income, which the Company could have otherwise earned on the amount distributed
towards Buyback. Assuming there is full response to the Buyback, the funds deployed by the Buyback would be
Rs. 4,87,50,000 (Rupees Four Crores Eighty Seven Lakhs Fifty Thousand Only). This shall impact the
investment Income earned by the Company, on account of the reduced amount of funds available for
investments.
9.2 The Buyback will not in any manner impair the ability of the Company in meeting to pursue growth
opportunities or meet its cash requirements for business operations.
9.3 In terms of the Buyback Regulations, under the Tender Offer route, the Promoters/ Promoter Group of the
Company have the option to participate in the Buyback. In this regard, the Promoters/ Promoter Group of the
Company mentioned above have expressed their intention, all vide their individual letters dated 06.07.2016 to
participate in the Buyback and offer upto an aggregate maximum of 11,24,700 equity shares or such lower
number of equity shares as required in compliance with the Buyback Regulations / terms of the Buyback. Each
Promoter intends to offer upto their respective shareholding as on the Record Date, or such lower number of
equity shares as required in compliance with the Buyback Regulations / terms of the Buyback.
9.4 The Buyback of Equity shares of the Company will not result in a change in control or otherwise affect the
existing management structure of the Company.
9.5 As per the information provided by the promoters all vide their individual letters dated 06.07.2016, details of the
date and price of acquisition of the equity shares that Promoters intend to tender are set-out below:
(a) Dr. Niren Chand Suchanti
Date of Acquisition/ (Disposal) Cumulative Holding Average cost of acquisition (Rs.)
Various 2,60,100 1.05
(b) Mrs. Sujata Suchanti
Date of Acquisition/ (Disposal) Cumulative Holding Average cost of acquisition (Rs.)
Various 3,02,250 1.30
(c) Mr. Navin Chand Suchanti
Date of Acquisition/ (Disposal) Cumulative Holding Average cost of acquisition (Rs.)
Various 2,91,250 1.31
(d) Mrs. Pramina Suchanti
Date of Acquisition/ (Disposal) Cumulative Holding Average cost of acquisition (Rs.)
Various 2,71,100 0.41
9.6 The Promoters/ Promoter Group of the Company states that they shall also comply with the Regulation 10(6) and
10(7) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 and subsequent amendments thereto, as per the specified timelines therein, if applicable.
9.7 Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders
upto their entitlement, the aggregate shareholding of the Promoters/ Promoter Group, post Buyback will
[increase / decrease] to [●] % from 74.98% (Pre Buyback shareholding) and the aggregate shareholding of the
Public shareholders in the Company shall [increase / decrease] to [●] % (Post Buyback shareholding) from
25.02% (Pre Buyback shareholding).
10
9.8 Consequent to the Buyback and based on the number of Equity shares bought back from the Non- resident
Shareholders, Indian Financial Institutions, Mutual Funds and the Public including other bodies corporate, their
shareholding would undergo a change.
9.9 The debt-equity ratio post buyback will be compliant with the permissible limit of 2:1 prescribed by the
Companies Act, even if the response to the buyback is to the extent of 100% (full acceptance).
9.10 The Promoters and Promoter Group of the Company shall not deal in the Equity Shares of the Company off
market, including by way of inter-se transfer(s) of equity shares among the Promoters during the period from
the date of passing the special resolution through Postal Ballot till the closing of the Offer.
9.11 The Company shall not issue any equity shares or other securities (including by way of Bonus) till the date of
closure of buyback.
9.12 The Company shall not raise further capital for a period of one year from the closure of Buyback except in
discharge of subsisting obligations.
9.13 Salient Financial Parameters consequent to the Buyback based on the latest audited results as on March 31,
2016 are as under:
Parameters Pre- Buyback Post- Buyback**
Networth^ (Rs. in Lakhs) 2,022.16 1,497.16
Return on Networth^ 5.00% 6.75%
Earnings Per Equity Share (net of tax) [Basic & Diluted] Rs. 6.74 9.09
Book value per share (Rs.)^ 134.81 134.58
P/E based as on latest audited financial results^^ Not ascertainable Not ascertainable
Total Debt/Equity Ratio 0.17:1 0.23:1
Notes: ^Pre and Post Buyback Calculations are based on financial figures as on 31.03.2016, excluding revaluation and
capital reserves.
^^As there is no trading in the equity shares of the Company on the CSE on 31.03.2016, the P/E ratio is not
ascertainable.
** The Post buyback numbers are calculated by reducing the net worth by the proposed buyback amount (assuming
full acceptance).
10. BASIS OF CALCULATING THE BUYBACK PRICE:
10.1 The equity shares of the Company are proposed to be bought back at a price of Rs. 130/- (Rupees One Hundred
Thirty Only) per equity share which has been arrived at after considering various appropriate factors (including
but not limited to), such as Book Value Per Share and Profit Earning Capacity Value Per Share. There has been
no trading in the equity shares of the Company on the CSE for more than last three - four years.
10.2 Since there has been no trading in the equity shares of the Company on the CSE, the closing Market Price of
equity Share of the Company as on the date of intimation to the CSE for the Board Meeting for considering the
Buyback, was not available.
11. SOURCES OF FUNDS FOR THE BUYBACK
11.1 Assuming full acceptance, the funds that will be required by the Company for the purpose of Buyback of
3,75,000 equity shares would be Rs. 4,87,50,000/- (Rupees Four Crores Eighty Seven Lakhs Fifty Thousand
Only) .
11
11.2 The funds for the Buyback will be sourced from cash balances available with the Company and/or liquidation
of financial instruments held by the Company. These funds have been generated through internal accruals. The
Company does not intend to raise debt for the explicit purposes of the Buyback. Accordingly, borrowed funds
will not be used for the Buyback. However, if required, the Company may borrow funds in the ordinary course
of its business.
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN
12.1 In accordance with the Regulation 10 of the Buyback Regulations, an Escrow Agreement has been entered into
between the Company, VC Corporate Advisors Private Limited and HDFC Bank Limited (“Escrow Agent”)
having its branch at Central Plaza, 2/6 Sarat Bose Road, Kolkata- 700 020.
12.2 In accordance with the Escrow agreement, the Company has opened an Escrow account in the name and style
“Pressman Properties Limited-Buyback Offer Escrow Account” bearing Account No: 00140350010658,
with the Escrow agent. The Company has Deposited cash of Rs. 1,22,00,000/- (One Crore Twenty Two Lakhs
Only). This amount of cash deposited is equal to the amount required to be deposited in accordance with the
Buyback Regulations. The Merchant Banker has been empowered to operate the Escrow account in terms of
the Buyback Regulations.
12.3 Shri Deepak Kumar Daga (Membership No. 059205, Firm Registration No. 303119E), Partner of M/s. S.M.
Daga & Co, Chartered Accountants having its Registered Address at 11, Clive Row, Kolkata- 700 001, Tel
No.- (033) 2242 5386/ 5125, E-mail: [email protected], vide their certificate dated 30.08.2016, that the
Company has adequate funds for the purposes of buyback of 3,75,000 equity shares at Rs. 130/- per equity
share.
12.4 Based on the aforementioned certificate, the Manager to the Buyback Offer has satisfied itself in regard to the
ability of the Company to implement the Buyback Offer in accordance with the Buyback Regulations.
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN
13.1 The capital Structure of the Company as on the date of the Public announcement is as follows:
Particulars No. of Shares of face value
of Rs. 10/- each
Amount Rs.
Authorised Equity Share Capital 15,00,000 1,50,00,000/-
Issued, Subscribed and Paid-up Equity
Shares
15,00,000 1,50,00,000/-
13.2 The Company has not bought back any equity shares under any buyback programme, during the three
immediate years preceding the date of the Public Announcement.
13.3 As on the date of the Public Announcement there are no outstanding preference shares, partly paid-up equity
shares or outstanding convertible instruments or calls in arrears.
13.4 The shareholding pattern of the Company pre- buyback, taken on 23.09.2016 (Record Date), as well as Post
Buyback shareholding pattern, is as shown below:
Pre- Buyback Post Buyback
Particulars No. of equity
shares
% of existing equity
share capital No. of equity
shares
% of Post- Buyback
equity share capital
Promoters and Promoters Group
(Collectively “the Promoters”)
[●] [●] [●] [●]
Foreign Investors
(Including Non Resident Indians, FIIs
and Foreign Mutual Funds)
[●] [●] [●] [●]
Financial Institutions/Banks &
Mutual Funds promoted by
Banks/Institutions
[●] [●] [●] [●]
Others (Public, Public Bodies
Corporate etc.)
[●] [●] [●] [●]
12
13.5 Assuming 100% response to the Buyback Offer, the Issued, Subscribed and Paid-up Equity Share Capital of
the Company after the completion of the Buyback Offer will be as follows:
Particulars No. of shares Amount(Rs.)
Issued, Subscribed and Paid up equity share capital 11,25,000 1,12,50,000/-
13.6 Assuming response to the Buyback is 100% (full acceptance) from all the equity shareholders upto their
entitlement, the aggregate shareholding of the Promoters/ Promoter Group, Post Buyback, will [increase/
decrease] to [●] % of the Post Buyback equity share capital of the Company.
13.7 No equity shares of the Company have been purchased / sold by any shareholders of the Promoter/ Promoter
Group, Directors and Key Managerial Personnel of the Company during the period six months preceding the
date of the Board Meeting at which the Buyback was approved till the date of the Public Announcement.
14. BRIEF INFORMATION ABOUT THE COMPANY
14.1 Pressman Properties Limited was incorporated under the provisions of the Indian Companies Act 1956 on
04.09.1982 as a Private Limited Company with the Registrar of Companies, West Bengal. The Company was
converted into a Public Limited Company under section 43A(1) of the Companies Act, 1956 vide certificate
dated 30.04.1983. The CIN of PPL is L45400WB1982PLC035249 and its registered office is situated at
Pressman House, 10A Lee Road, Kolkata 700 020.
14.2 The Company is engaged in the business of real estate i.e., purchase, lease, exchange, hire or otherwise
develop or operate or deal in land, buildings and hereditaments of any tenure or description and other allied
activities.
14.3 The equity shares of PPL are listed on the Calcutta Stock Exchange Limited w.e.f. 16.09.1983.
14.4 The Buyback will not result in any benefit to any Directors of the Company / Promoters / Promoter Group of
the Company except to the extent of their intention to participate in the Buyback and the change in their
shareholding as per the response received in the Buyback, as a result of the extinguishment of Equity Shares
which will lead to a reduction in the Equity Share capital post Buy Back.
14.5 The details of the changes in share capital of the company till the date of the Public Announcement:
Date of
allotment of
shares
Shares issued Face
Value
Issue
Price
Cumulative
paid-up share capital
Mode of
allotment
Identity of
allottees
(Promoters/
Others) No. % to share
Capital
No. % to share
capital
11.09.1982 20 0.00 10 10 20 0.00 Cash Promoters/Others
07.04.1983 36000 2.40 10 10 36020 2.40 Cash Promoters/Others
07.06.1983 53980 3.60 10 10 90000 6.00 Cash Promoters/Others
16.09.1983 150000 10.00 10 10 240000 16.00 Cash Promoters/Others
18.03.1992 480000 32.00 10 10 720000 48.00 Cash Promoters/Others
06.03.1996 720000 48.00 10 50 1440000 96.00 Cash Promoters/Others
30.03.2001 60000 4.00 10 10 1500000 100.00 Cash Promoters/Others
Total 15,00,000 100.00%
14.6 The details of the Board of Directors as on the Public Announcement:
Sl.
No.
Name, Occupation,
Qualifications & Age of
the Directors
Address Designation
(Date of
appoint.)
DIN No. Other Directorships
1. Name: Pramina Suchanti
Occupation: Business
Qualification: B.A
Age: 58 years
10A, Paramount,
25, Ballygunge
Circular Road,
Kolkata- 700 019
Whole Time
Director
12/07/1999
00273736 Pressman Realty Limited
13
2. Name: Sujata Suchanti
Occupation: Business
Qualification: B.A
Age: 64 years
142H, Maker
Towers, Cuffe
Parade, Colaba,
Mumbai- 400 005
Non Executive
Non
Independent
Director
12/07/1999
00273832 1. Pressman Advertising Limited
2. Pressman Realty Limited
3. Name: Ratan Lal Sureka
Occupation: Service
Qualification: FCA, LLB
Age: 69 years
DB-29, A3, Salt
Lake, Kolkata-
700 064
Non Executive
Independent
Director
05/09/2000
00273935 1. Sadgun Trading Private
Limited
2. Concept Venture Private
Limited
3. SAK Techsoft Private Limited
15. FINANCIAL INFORMATION ABOUT THE COMPANY:
15.1 The salient financial information of the Company, as extracted from the audited results for the last three
financial years is detailed below:
(Amount Rs. In Lakhs)
Particulars For the
year ended
31.03.2016
(Audited)
For the
year ended
31.03.2015
(Audited)
For the
year ended
31.03.2014
(Audited)
Revenue from Operations (net) 351.20 291.78 298.54
Sales 68.15 0.00 743.97
Closing Stock 182.97 180.06 180.06
Other Income 0.00 0.00 0.00
Total Income 602.32 471.84 1,222.57
Opening Stock 180.06 180.06 180.06
Purchases 70.94 0.00 735.17
Employee Benefit Expenses 13.73 20.26 37.27
Other Expenses 211.77 49.59 259.80
Depreciation 14.72 16.60 17.93
Total Expenditure 491.22 266.51 1,230.23
Exceptional Items 0.00 0.00 0.00
Profit/ (Loss) before Tax 111.10 205.33 (7.66)
Provision for Tax (including deferred tax) 10.00 40.00 0.00
Profit/ (Loss) after tax 101.10 165.33 (7.66)
Paid-up Equity Share capital of the Company 150.00 150.00 150.00
Reserves & Surplus# 1,872.16 1,771.06 1,605.73
Net Worth# 2,022.16 1,921.06 1,755.73
Debt 347.81 182.93 106.64
ii) Financial Ratios are as under:
Particulars For the
year ended
31.03.2016
(Audited)
For the
year ended
31.03.2015
(Audited)
For the
year ended
31.03.2014
(Audited)
Basic Earnings Per Share (EPS) (Rs.) 6.74 11.02 (0.51)
Debt Equity Ratio# 0.17 0.10 0.06
Book Value (per share) Rs. 134.81 128.07 117.05
Return on Networth (In %) 5.00 8.61 (0.44)
14
The Financial Ratios have been computed as follow:
Key Ratios Basis of Calculation
Basic & Diluted Earnings per Share Net profit before exceptional items net of tax attributable to
equity shareholders/ Weighted average number of equity
shares outstanding during the year
Book value per Share (Paid up equity share capital + Free Reserves and surplus)/
No. of equity shares at the end of the year
Return on Net worth excluding Revaluation
Reserve
Net profit after tax attributable to equity shareholders / Net
worth excluding revaluation reserve.
#Debt-Equity Debt (Long term Borrowings +Long term Liabilities + Short
Term Borrowings + Current Maturities of Long term
borrowings + Current Maturity of Long Term liabilities)/Net
worth excluding Revaluation reserve.
15.2 The Company will comply with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,
wherever and if applicable. The Company hereby declares that it has complied with Section 68(2)(c), 68(2)(d),
70(1) and 70(2) of the Companies Act.
16. STOCK MARKET DATA:
16.1 The Company‟s Shares are listed on The Calcutta Stock Exchange Limited.
16.2 There has been no trading in the equity shares of the Company on the CSE for more than last three years.
16.3 Hence, the information regarding high, low and average market prices for the last three years and the monthly
high, low and average market prices for the six months preceding the date of Public Announcement and their
corresponding volumes on stock exchange is not available.
16.4 The Board of Directors of the Company at its meeting held on 06.07.2016 approved the proposal for the Buy-back.
The equity shares were not traded on CSE on 05.07.2016 i.e., the working day previous to the date of resolution of
the Board of Directors approving the Buy-back.
16.5 The equity shares were not traded on the CSE on 25.08.2016, i.e., the working day previous to the date of
resolution passed by the shareholders at their meeting held on 26.08.2016 approving the Buyback.
17. DETAILS OF THE STATUTORY APPROVALS
17.1 The Buyback offer is subject to approval, if any required, under the provisions of Companies Act, FEMA,
Buyback Regulations, and/or such other rules and regulations for the time being in force.
17.2 Non- Resident Shareholders (excluding OCBs) permitted under general permissions under the consolidated
Foreign Direct Investment Policy issued by the Government of India read with applicable FEMA Regulations, are
not required to obtain approvals from RBI.
17.3 As of date, there are no other statutory or regulatory approvals required to implement the Buyback Offer other
than the mentioned above. If any statutory or Regulatory approval becomes applicable subsequently, the Buyback
Offer will be subject to such statutory or regulatory approval(s). In the event of any delay in the receipt of
statutory or regulatory approval, the changes in the time table of the Buyback offer, if any, shall be intimated to
the CSE.
18. DETAILS OF THE REGISTRAR TO THE BUYBACK
Eligible persons who wish to tender their equity shares in the Buyback offer can hand deliver the Tender form and
the TRS generated by the Exchange Bidding System along with all the relevant documents at the below mentioned
address of the Registrar to the Buyback offer in accordance with the procedure set out in this Draft Letter of Offer.
Equity shareholders are advised to ensure that Tender forms and the other documents including TRS are complete
in all respect; otherwise the same are liable to be rejected.
15
Niche Technologies Pvt. Ltd,
Contact Person: Mr. S. Abbas
D-511, Bagree Market, 5th
Floor, 71, B.R.B. Basu Road, Kolkata – 700 001
Tel No.: (033) 2235 7271/ 7270; Fax No.: (033) 2215 6823
E-mail-Id: [email protected]
Website: www.nichetechpl.com
Equity shareholders who cannot hand deliver the tender form, TRS and other documents at the above mentioned
address may send the same by Speed post/ Registered post/Recognized Courier at their own risk, by super
subscribing the envelope as “Pressman Properties Limited Buyback Offer 2016” to the Registrar to the Buyback at
their abovementioned Office address, so the same are received not later than two days from the Closing of the
Buyback Offer.
The TRS and other documents should not be sent to the Company or the Manager to the Buyback Offer.
19. PROCESS AND METHODOLOGY FOR THE BUYBACK
19.1 The Company proposes to Buyback not exceeding 3,75,000 Equity Shares of the Company from all the existing
equity shareholders/beneficial owners of Equity shares of the Company, on a proportionate basis, through the
Tender Offer route, at a price of Rs. 130/- per equity share for an aggregate amount of Rs. 4,87,50,000/- (Rupees
Four Crores Eighty Seven Lakhs Fifty Thousand Only). The maximum number of Equity shares proposed to be
bought back represents 25% of the total number of equity shares in the paid-up equity share capital of the
Company. The Buyback is in accordance with the provisions of sections 68, 69, 70, 110 and all other applicable
provisions, if any, of the Companies Act and in compliance with the Buyback Regulations, and the Articles of
Association of the Company and such other approvals, permissions and exemptions as may be required, from time
to time, from the CSE 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 other committee thereof. The aggregate Buyback Offer Price represents
24.11% of the fully paid-up equity share capital and free reserves (including securities premium) as per the audited
accounts of the Company for the financial year ended 31.03.2016.
19.2 The aggregate shareholding of the Promoters/ Promoter Group is 11,24,700 equity shares which represents
74.98% of the existing equity share capital of the Company. In terms of the Buyback regulations, under the Tender
Offer Route, the Promoters of the Company have the option to participate in the proposed buyback. In this regard,
the Promoters as detailed in paragraph 6 of this Draft Letter of Offer have expressed their intention, all vide their
individual letters dated 07.07.2016, to participate in the Buyback and offer upto an aggregate maximum of
11,24,700 equity shares or such lower number of equity shares as required in compliance with the Buyback
Regulations / terms of the Buyback. Each Promoter intends to offer upto their respective shareholding as on the
Record Date, or such lower number of equity shares as required in compliance with the Buyback Regulations /
terms of the Buyback.
19.3 Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders
upto their entitlement, the aggregate shareholding of the Promoters/ Promoter Group, post Buyback will [increase /
decrease] to [●] % from 74.98% (Pre Buyback shareholding) and the aggregate shareholding of the Public
shareholders in the Company shall [increase / decrease] to [●] % (Post Buyback shareholding) from 25.02% (Pre
Buyback shareholding).
19.4 Record Date, ratio of Buyback and entitlement of each shareholder.
19.4.1. The Buyback Committee has fixed 23.09.2016 as the Record Date for the purpose of determining the entitlement
and the names of the shareholders who are eligible to participate in the Buyback offer.
19.4.2. The equity shares proposed to be bought back shall be divided into two categories:
Reserved category for small shareholders (“Reserved Category”).
General category for all shareholders other than small shareholders (“General Category”).
19.4.3. As defined in the Buyback Regulations, a “small shareholder” means any equity shareholder who holds equity
shares of the Company having market value, on the basis of closing price on CSE as on Record Date, of not
more than Rs. 2,00,000/- (Rupees Two Lakhs Only). Presently, the equity shares of the Company are not traded
on the CSE, thus the closing price for the same is not available. Hence, a shareholder who holds equity shares
16
having value on the basis of Buyback Offer Price, of not more than Rs. 2,00,000/- (Rupees Two Lakhs Only) is
considered for determination of Small Shareholders in terms of this Buyback Regulations. However, if on the
record date the closing price on the CSE would be available then the same shall be considered for determination
of Small Shareholders in terms of the Buyback Regulations.
19.4.4. Based on the above definition, there are [*] Small shareholders with aggregate shareholding of [*] shares as on
the Record Date, which constitutes [*] % of outstanding paid up equity share capital of the company and [*] %
of the equity shares which the Company proposes to Buyback as a part of this Buyback Offer.
19.4.5. In compliance with Regulation 6 of the Buyback Regulations, the reservation for small shareholders will be[*]
equity shares which are higher of:
15% of the number of equity shares which the company proposes to buyback i.e., 15% of 3,75,000 Equity
shares which works out to 56,250 Equity shares;
The number of Equity shares entitled as per their holding as on the Record Date.
19.4.6. Accordingly, General Category shall consist of [*] Equity shares.
19.4.7. Based on the above the entitlement ratio of Buyback for both categories is decided as below:
Category Entitlement ratio of buyback
Reserved Category [●]
General Category [●]
19.5 Fractional Entitlements
If the entitlement under Buyback, after applying the abovementioned ratios to the Equity Shares held on Record Date, is
not a round number (i.e. not in the multiple of 1 Equity Share) then the fractional entitlement shall be ignored for
computation of entitlement to tender Equity Shares in the Buyback Offer, for both categories of Shareholders.
On account of ignoring the fractional entitlement, those small shareholders who hold [*] or less equity shares as on
Record Date, will be dispatched a Tender Form with zero entitlement. Such Small Shareholders are entitled to tender
additional Equity Shares as part of the Buyback Offer and will be given preference in the Acceptance of one Equity
Share, if such Small Shareholders have tendered for additional Equity Shares.
19.6 Basis of acceptance of equity shares validly tendered in the Reserved Category
Subject to the provisions contained in this Draft Letter of Offer, the Company will accept the Shares tendered in the
Buyback Offer by the Small Shareholders in the Reserved Category in the following order of priority:
a) Full acceptance of Shares from Small Shareholders in the Reserved Category who have validly tendered their
Shares, to the extent of their Buyback Entitlement, or the number of Shares tendered by them, whichever is less.
b) Post the acceptance as described in paragraph 19.6 (a), in case, there are any Shares left to be bought back in the
Reserved Category, the Small Shareholders who were entitled to tender zero Shares (on account of ignoring the
fractional entitlement), and have tendered Additional Shares, shall be given preference and one Equity Share each
from the Additional Shares tendered by these Small Shareholders shall be bought back in the Reserved Category.
c) Post the acceptance as described in paragraph 19.6 (a) and (b), in case there are any validly tendered unaccepted
shares in the Reserved Category (“Reserved Category Additional Shares”) and shares left to be bought back in the
Reserved Category, the Reserved Category Additional Shares shall be accepted in a proportionate manner and the
acceptances shall be made in accordance with the Buyback Regulations, i.e. valid acceptances per Shareholder shall
be equal to the Reserved Category Additional Shares by the Shareholder divided by the total Reserved Category
Additional Shares and multiplied by the total number of Shares remaining to be bought back in Reserved Category.
For the purpose of this calculation, the Reserved Category Additional Shares taken into account for such Small
Shareholders, from whom one Equity Share has been accepted in accordance with paragraph 19.6 (b), shall be
reduced by one.
d) Adjustment for Fractional results in case of proportionate acceptance, as described in Paragraph 19.6 (c), will be
made as follows:
For any shareholder, if the number of additional shares to be accepted, calculated on a proportionate basis is not
in the multiple of 1 and the fractional acceptance is greater than or equal to 0.50, then the fraction would be
rounded off to the next higher integer.
For any shareholder, if the number of additional shares to be accepted, calculated on a proportionate basis is not
in the multiples of 1 and the Fractional acceptance is less than 0.50, then the Fraction shall be ignored.
17
19.7 Basis of acceptance of equity shares validly tendered in the General Category
Subject to the provisions contained in this Letter of Offer, the Company will accept the shares tendered in the
Buyback Offer by shareholders (other than the small shareholders) in the General category in the following order
of priority:
a. Full acceptance of shares from shareholders in the General Category who have validly tendered their shares, to
the extent of their Buyback entitlement, or the number of shares tendered by them, whichever is less.
b. Post the acceptance as described in paragraph 19.7(a), in case there are any validly tendered unaccepted shares
in the General Category (“General Category Additional Shares”) and shares left to be bought back in
General Category, the General Category shares will be accepted in a proportionate manner and the acceptances
shall be made in accordance with Buyback Regulations, i.e., valid acceptances per shareholders shall be equal
to General Category additional shares by the shareholders divided by the total General Category Additional
shares and multiplied by the total number of additional shares remaining to be bought back in the General
Category.
c. Adjustment for Fractional Results in case of proportionate acceptance as described in paragraph 19.7 (b) will
be made as follows:
For any shareholder, if the number of additional shares to be accepted, calculated on a proportionate basis
is not in the multiple of 1 and the fractional acceptance is greater than or equal to 0.50, then the fraction
would be rounded off to next higher integer.
For any shareholder, if the number of additional shares to be accepted, calculated on a proportionate basis
is not in the multiple of 1 and the fractional acceptance is less than equal to 0.50, then the fraction shall be
ignored.
19.8 Basis of acceptance of equity shares between the two Categories
a. After acceptance of tenders, as mentioned in paragraph 19.6 and 19.7, in case there are any shares left to be
bought back in one category (“Partially Filled Category”) and there are additional unaccepted validly
tendered shares (“Further Additional Shares”) in the second category (“Over Tendered Category”), then
the further additional shares in the over tendered category shall be accepted in a proportionate manner i.e.,
valid acceptances per shareholder shall be equal to further additional shares validly tendered by the shareholder
in the over tendered category divided by the total further additional shares in the over tendered category and
multiplied by the total shares left to be bought back in the partially filled category.
b. If the Partially Filled Category is the General Category and the Over Tendered Category is the Reserved
Category, then any Small Shareholder who has received a Tender Form with zero Buyback Entitlement and
who has tendered Additional Shares shall be eligible for priority acceptance of one Equity Share before
acceptance in paragraph 19.8(a) out of the Shares left to be bought back in the Partially Filled Category
provided no acceptance could take place from such Shareholder in accordance with paragraph 19.6.
c. Adjustment for Fractional Results in case of proportionate acceptance as described in paragraph 19.8(b) will be
made as follows:
For any shareholder, if the number of additional shares to be accepted, calculated on a proportionate basis
is not in the multiple of 1 and the fractional acceptance is greater than or equal to 0.50, then the fraction
would be rounded off to next higher integer.
For any shareholder, if the number of additional shares to be accepted, calculated on a proportionate basis
is not in the multiple of 1 and the fractional acceptance is less than equal to 0.50, then the fraction shall be
ignored.
19.9 For avoidance of doubt, it is clarified that:
the Equity Shares Accepted under the Buyback from each Eligible Person, in accordance with clauses above,
shall not exceed the number of Equity Shares tendered by the respective Eligible Person;
the Equity Shares Accepted under the Buyback from each Eligible Person, in accordance with clauses above,
shall not exceed the number of Equity Shares held by respective Eligible Person as on the Record Date; and
the Equity Shares tendered by any Eligible Person over and above the number of Equity Shares held by such
Eligible Person as on the Record Date shall not be considered for the purpose of Acceptance in accordance
with the clauses above.
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20. PROCEDURE FOR TENDER/OFFER AND SETTLEMENT
20.1 The Buyback is open to all equity shareholders/ beneficial owners of the Company holding Equity Shares either in
physical and/or electronic form on the Record Date.
20.2 The Buyback shall be implemented using the “Mechanism for Acquisition of Shares through Stock Exchange”
notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated 13.04.2015 and following the procedure
prescribed in the Companies Act and the Buyback Regulations and as may be determined by the board (including
the committee authorized to complete the formalities of the buyback) and on such terms and conditions as may be
permitted by law from time to time.
20.3 For implementation of the Buyback, the Company has appointed BNK Securities Private Limited as the registered
broker of the Company (the “Company‟s Broker”) through whom the purchases and settlement on account of the
Buyback would be made by the Company. The contact details of the Stock Broker are as follows:
BNK Securities Private Limited,
2, Palm Avenue, Mayfair Tower, Ballygunge,
Kolkata-700 019,
Tel: No.: 033-3058 0560/61 Fax No.: 033-3058 0562
E-Mail: [email protected], Website: www.bnkcapital.com
Contact Person: Mr. Sanjeev Khandelwal
20.4 The Company will request to the BSE to provide the separate Acquisition Window to facilitate placing of sell
orders by shareholders who wish to tender Equity Shares in the Buyback. BSE would be the Designated Stock
exchange for this Buyback.
20.5 During the tendering period, the order for selling the shares will be placed in the Acquisition Window by eligible
sellers through their respective stock brokers during normal trading hours of the secondary market. The stock
brokers (“Seller Member(s)”) can enter orders for demat shares as well as physical shares.
20.6 Procedure to be followed by Registered Equity Shareholders holding Equity shares in the dematerialized
form:
a. Shareholders who desire to tender their Equity Shares in the electronic form under the Buyback would have to
do so through their respective Seller Member by indicating to their broker the details of Equity Shares they
intend to tender under the Buyback.
b. The Seller members 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 the Equity Shares to the Special Account of the Clearing Corporation before placing the bids/ orders
and the same shall be validated at the time of order entry.
c. The details of the Special Account of the Clearing Corporation shall be informed in the issue opening circular
that will be issued by BSE Limited/Clearing Corporation.
d. For Custodian Participant orders for demat Equity Shares early pay-in is mandatory prior to confirmation of
order by custodians. The custodian shall either confirm or reject the orders not later than the closing of the
Trading hours on the last day of the tendering 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.
e. Upon placing the bid, the Seller member shall provide a Transaction Registration Slip (“TRS”) generated by
the Exchange Bidding System to the Shareholder. TRS will contain the details of order submitted like Bid ID
No., Application No., DP ID., Client ID, No. of equity Shares tendered etc.
20.7 Procedure to be followed by Registered Equity Shareholders holding Equity shares in the Physical Form:
a. Shareholders who are holding Physical Equity Shares and intend to participate in the Buyback will be required
to approach the Seller Member along with the complete set of Documents for verification procedures to be
carried out including the i) original share certificate(s), ii) valid share Transfer Form(s) duly filled and signed
by the transferors (i.e. by all registered shareholders in same order and as per the specimen signatures
registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favour of
the Company, iii) self-attested copy of the shareholder‟s PAN Card, iv) any other relevant documents such as
Power of Attorney, corporate authorization (including board resolution/specimen signature), notarized Copy of
Death Certificate and succession certificate or probated will, if the original shareholder has deceased, etc., as
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applicable. In addition, if the address of the Shareholder has undergone a change from the address registered in
the register of Members of the Company, the Shareholder would be required to submit a self-attested copy of
address proof consisting of any one of the following documents: valid Aadhar Card, Voter Identity card, bank
statement not older than two months or Passport.
b. Upon Placing the Bid, the Seller member shall provide a TRS generated by the Exchange Bidding System to
the shareholders. TRS will contain the details of order submitted like Folio No, Certificate No, Distinctive No.,
No. of Equity Shares tendered etc.
c. The Seller Member/Shareholder has to deliver the original Share Certificate(s) & documents (as mentioned in
paragraph 20.7.a above) along with the TRS either by registered post or Courier or Hand Delivery to the
Registrar and Transfer Agent (“RTA”) (at the address mentioned in Paragraph 12 below or the collection
centres of the RTA details of which will be included in the Letter of Offer) within 2 (two) days of bidding by
Seller member. The envelope should be super scribed as the “Pressman Properties Limited Buyback Offer
2016”. One copy of the TRS will be retained by the RTA and it will provide acknowledgement of the same to
the Seller Member/Shareholder.
d. Shareholders holding Physical Equity Shares should note that physical Equity shares shall not be accepted
unless the complete set of documents is submitted. Acceptance of the physical Equity Shares for Buyback by
the company shall be subject to verification as per the Buyback Regulations and any further directions issued
in this regard. RTA will verify the bids based on the documents submitted on a daily basis and till such time
the BSE Limited shall display such bids as “unconfirmed physical Bids”. Once, RTA confirms the Bids it will
be treated as “Confirmed Bids”.
e. Modification/ cancellation of the orders will be allowed during the Tendering period of the Buyback.
f. The cumulative quantity tendered shall be made available on BSE Limited‟s website- www.bseindia.com
throughout the Trading session and will be updated at specific intervals during the tendering period.
20.8 METHOD OF SETTLEMENT:
Upon Finalization of the basis of acceptance as per Buyback Regulations:
a. The settlement of Trades shall be carried out in the manner similar to the settlements of Trade in the secondary
markets.
b. The Company will pay the consideration to the Company‟s broker on or before the pay-in date for the
settlement. For Equity shares accepted under the Buyback, the Seller Members will receive the funds pay-out
in their settlement bank account.
c. The equity shares bought back in the demat form would be transferred directly to the escrow account of the
Company (the “Demat Escrow Account”) provided it is indicated by the Company‟s Broker or it will be
transferred by the Company‟s Broker to the Demat Escrow Account on receipt of the Equity Shares from the
Clearing and Settlement Mechanism of the Stock Exchange.
d. Excess Demat equity shares or unaccepted demat Equity Shares, if any, tendered by the Shareholders would be
returned to the Selling Member by Clearing Corporation in payout. Any excess physical Equity Shares
pursuant to Proportionate acceptance/rejection will be returned back to the shareholders directly by the RTA.
e. The Seller Member would issue Contract note & pay the consideration for the Equity Shares accepted under
the Buyback and return the balance unaccepted equity shares to their respective clients. Company Broker
would also issue a contract note to the Company for the equity shares accepted under the Buyback.
f. Shareholders who intend to participate in the Buyback 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 Buyback (secondary market
transaction). The Buyback 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 company accepts no responsibility to bear or pay such additional cost, charges and expenses
(including brokerage) incurred by the selling shareholders.
g. The Equity Shares lying to the credit of the Demat Escrow Account and the equity shares bought back and
accepted in physical form will be extinguished in the manner and following the procedure prescribed in the
Buyback Regulations.
20.9 In case of Non- Receipt of this letter of Offer
a. In case the equity shares are in Dematerialized form: An eligible person may participate in the offer by
downloading the Tender form from the website of the Company www.pressmanproperties.com or by providing
their application in writing on plain paper, signed by all joint shareholders, stating name and address of
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shareholder(s), number of equity shares held as on the record date, Client ID Number, DP name/ID,
beneficiary account number, and number of equity shares tendered for the Buyback.
b. In case the Equity shares are in Physical Form: An eligible person may participate in the Offer by providing
their application in writing on plain paper signed by all joint shareholders stating name, address, folio number,
number of equity shares held, share certificate number, number of equity shares tendered for the Buyback offer
and the distinctive numbers thereof, enclosing the Original share certificate(s), copy of Equity shareholder(s)
PAN card(s) and executed share transfer form in favour of the Company. The transfer form SH-4 can be
downloaded from the Company‟s website www.pressmanproperties.com. Equity shareholders must ensure that
the traded form, along with the TRS and requisite documents (as mentioned in paragraph 20.7.(a), reach the
collection centres before 5.00 PM (IST) 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 not in the same order (although attested), such applications are liable to be rejected under this
Buyback offer.
Please note that Eligible Person(s) who intend to participate in the Buyback will be required to approach
their respective Seller Member (along with the complete set of documents for verification procedures) and
have to ensure that their bid is entered by their respective Seller Member or broker in the electronic
platform to be made available by BSE before the Closing Date.
The Company shall accept Equity Shares validly tendered by the Shareholder(s) in the Buyback on the
basis of their shareholding as on the Record Date and the Buyback Entitlement. Eligible Person(s) who
intend to participate in the Buyback using the „plain paper‟ option as mentioned in this paragraph are
advised to confirm their entitlement from the Registrar to the Buyback Offer, before participating in the
Buyback.
20.10 Non receipt of this Letter of Offer by, or accidental omission to dispatch the Letter of Offer to, any Eligible
Person shall not invalidate the Buyback Offer in any way.
20.11 The acceptance of the Buyback Offer made by the Company is entirely at the discretion of the Equity
shareholders of the Company. The Company does not accept any responsibility for the decision of any equity
shareholder to either participate or not to participate in the buyback offer. The Company will not be responsible
in any manner for any loss of share Certificate(s) and other documents during transit and the Equity shareholders
are advised to adequately safeguard their interest in this regard.
21. NOTES ON TAXATION
Disclosures in this paragraph are based on expert opinion sought by the Company.
SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE
TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR
RESPECTIVE ASSESSING OFFICERS IN THEIR CASE, AND THE APPROPRIATE COURSE OF
ACTION THAT THEY SHOULD TAKE. THE COMPANY DOES NOT ACCEPT ANY
RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF SUCH ADVICE.
Given below is a broad summarization of the applicable sections of the Income-tax Act, 1961 relating to treatment
of income-tax in case of buyback of listed equity shares on the stock exchange, which is provided only as a
guidance.
21.1 CLASSIFICATION OF SHARES AND SHAREHOLDERS:
21.2.1 Based on the provisions of the Income Tax Act, shares can be classified under the following
two categories:
a. Shares held as investment (Income from transfer taxable under the head “Capital Gains”)
b. Shares held as stock-in-trade (Income from transfer taxable under the head “Profits and Gains from Business
or Profession”)
21.2.2 Based on the provisions of the Income Tax Act, shareholders can be classified under the following
categories:
a. Resident Shareholders being:
Individuals, HUF, AOP and BOI
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Others
b. Non- Resident shareholders being:
NRIs
FIIs
Others: Company; other than company
21.2 SHARES HELD AS INVESTMENT
21.2.1 For Non-Residents, taxability of capital Gains would be subject to beneficial provisions of applicable DTAA.
21.2.2 The taxability as per the provisions of the Income Tax Act is discussed below.
21.2.2.1 Nature of Capital Gains as per the provisions of the Income Tax Act.
As per the provisions of the Income Tax Act, for the purpose of determining as to whether the capital gains
are short term or long term in nature:
a. Where a capital asset, being listed equity shares of the company being bought back, is held for a period
of less than or equal to 12 months prior to the date of transfer, the same shall be treated as a short term
capital asset, and the gains arising therefrom shall be taxable as short term capital gains (STCG).
b. Similarly, where the listed equity shares are held for a period of more than 12 months prior to the date
of transfer, the same shall be treated as a long- term capital asset, and the gains arising therefrom shall
be taxable as long-term capital gains (LTCG).
21.2.2.2 Capital Gains on Buyback of shares are governed by the provision of Section 46A of the Income Tax Act.
As per the provisions of Section 46A, Buyback of shares held as Investment, would attract capital gains in
the hands of shareholders as per the provisions of Section 48 of the Income Tax Act.
Buyback of Shares through a Recognized Stock exchange
21.2.3 Where transaction for transfer of such equity shares (i.e buyback) is entered into through a recognized stock
exchange and such transaction is chargeable to Securities Transaction Tax (STT), the taxability is as under
(for all categories of shareholders):
a. LTCG arising from such transaction would be exempt under Section 10(38) of the Income tax Act; and
b. STCG arising from such transaction would be subject to tax @ 15% under section 111A of the Income
tax Act.
Further, in case of resident Individual or HUF, the benefit of maximum amount which is not chargeable to
income tax is considered while computing the tax on such STCG.
In addition to the above STCG tax, Surcharge, Education Cess and Secondary and Higher Education CESS are
leviable as under:
In case of foreign companies and FIIs: Surcharge @ 5% is leviable where the total income exceeds Rs.
10 crores and @ 2% where the total income exceeds Rs. 1 crore. Education Cess @ 2% and Secondary
and Higher Education Cess @ 1% is leviable in all cases.
In case of other non resident assessees (ie other than foreign companies): Surcharge @ 12% is
leviable where the total income exceeds Rs. 1 crore. Further, Education Cess @ 2% and Secondary
and Higher Education Cess @ 1% is leviable in all cases.
In case of domestic companies: Surcharge @ 12% is leviable where the total income exceeds Rs.
10 crores and @ 7% where the total income exceeds Rs. 1 crore. Further, Education Cess @ 2% and
Secondary and Higher Education Cess @ 1% is leviable in all cases.
In case of resident assesses (ie other than domestic companies): Surcharge @ 12% is leviable where
the total income exceeds Rs. 1 crore. Also, Education Cess @ 2% and Secondary and Higher
Education Cess @ 1% is leviable.
21.3 SHARES HELD AS STOCK IN TRADE
a. If the shares are held as stock-in-trade by any of the Shareholders of the Company, then the gains would
be characterized as business income. In such a case, the provisions of section 46A of the Income Tax Act
would not apply.
b. Resident Shareholders
(i). For individuals, HUF, AOP, BOI, profits would be taxable at slab rates.
(ii). For persons other than individuals, HUF, AOP, BOI profits would be taxable @ 30%.
No benefit of indexation by virtue of period of holding would be available in any case. In addition to the
above, in the case of domestic companies, Surcharge @ 12% is leviable where the total income exceeds Rs.
10 crores and @ 7% where the total income exceeds Rs. 1 crore. In all other cases, Surcharge @ 12% is
leviable where the total income exceeds Rs. 1 crore. Education Cess @ 2% and Secondary and Higher
Education Cess @ 1% is leviable in all cases.
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c. Non- Resident Shareholders
(i). For Non Residents, taxability of profits as business income would be subject to beneficial provisions
of applicable DTAA.
(ii). Where DTAA provisions are not applicable:
For non-resident individuals, HUF, AOP, BOI, profits would be taxable at slab rates.
For foreign companies, profits would be taxed in India @ 40%.
For other non-Resident shareholders, such as foreign firms, profit would be taxed @ 30%.
In addition to the above, in the case of foreign companies, Surcharge @ 5% is leviable, where the total
Income exceeds Rs. 10 Crores and @ 2% where the total Income exceeds Rs. 1 crores. In all the other
cases, Surcharge @ 12% is leviable where the total income exceeds Rs. 1 Crores. Education Cess @ 2%
and Secondary and Higher Education Cess @ 1% is leviable in all cases.
21.4 TAX DEDUCTION AT SOURCE
a) In case of Resident Shareholders
i) In absence of any specific provision under the Income Tax Act, the Company shall not deduct tax on the
consideration payable to resident shareholders pursuant to the said Buyback.
b) In case of Non- Resident Shareholders
i) Since the buyback is through the stock exchange, the responsibility of discharge of the tax due on the
gains (if any) is on the non-resident shareholder. It is therefore recommended the non-resident shareholder
may consult their custodians/ authorized dealers/ tax advisors appropriately.
21.5 THE TAX RATES AND OTHER PROVISIONS MAY UNDERGO CHANGES
22. DECLARATION BY THE BOARD OF DIRECTORS:
Declaration as required under Clause (ix) and (x) of the Schedule II, Part A to the Securities and Exchange Board of
India (Buyback of Securities) Regulations, 1998, as under:
i) The Board of Director confirms there are no defaults subsisting repayment of deposits, interest payable thereon,
redemption of debentures & interest payable thereon, redemption of preference or payment of dividend due to any
shareholder or repayment of any loans and interest payable thereon to any financial institution or banking
company.
ii) The board of Directors confirm that based on a full enquiry conducted into the affairs and prospects of the
Company and taking into account all the liabilities including prospective and Contingent liabilities payable as if
the Company were being wound up under the companies Act, the board of Directors have formed an opinion that:
a. that immediately following the date of the Board Meeting and the date on which the results of the Postal Ballot
will be declared, there will be no grounds on which the Company could be found unable to pay its debts;
b. that as regards the Company‟s prospects for the year immediately following the date of the Board Meeting as
well as for the year immediately following the date on which the results of the Postal Ballot will be declared
approving the Buyback, and having regard to the Board‟s intentions with respect to the management of the
Company‟s business during the year and to the amount and character of the financial resources which will, in
the Board‟s view, be available to the Company during that year, the Company will be able to meet its liabilities
as and when they fall due and will not be rendered insolvent within a period of one year from the date of the
Board Meeting or within a period of one year from the date on which the results of the Postal Ballot will be
declared, as the case may be.
c. that in forming its opinion aforesaid, the Board has taken into account the liabilities (including prospective and
contingent liabilities) as if the Company was being wound up under the provisions of the Companies Act.”
23. AUDITOR CERTIFICATE:
Report addressed to the Board of Directors by the Company‟s Auditor on the permissible capital
payment and the opinion formed by Directors regarding insolvency:
The text of the Report dated 06.07.2016 received from S M Daga & Co., Chartered Accountants; the Statutory
Auditor of the Company, addressed to the Board of Directors of the Company is reproduced below:
The Board of Directors
Pressman Properties Ltd
Pressman House
10A Lee Road
Kolkata 700 020
23
Dear Sirs,
Re: Proposed Buy‐Back of Equity Shares
1. At the request of the Company, vide letter dated 2nd
July, 2016, we, the Statutory Auditors of Pressman
Properties Limited (the “Company”), having its registered office at Pressman House, 10A Lee Road,
Kolkata 700 020, are providing the certificate on the proposed Buy-back of Equity Shares of the Company.
The certificate is required for purpose of inclusion of the same (a) in the explanatory statement to be
annexed to the notice for general meeting for authorizing buyback by passing a special resolution and (b) in
the Public Announcement and letter of offer for buyback of its shares by the Company and for submission
to the Securities and Exchange Board of India (SEBI).
2 We have been informed that subject to the approval of the Shareholders of the Company through Postal
Ballot, the Board of Directors in their meeting held on 6th
July, 2016 have resolved to Buy Back up to
3,75,000 equity shares of the face value of Rs.10/- each (representing 25% of the total paid up equity share
capital of the Company) as allowed under Section 68 of the Companies, Act, 2013 at a price of Rs. 130/- per
share. In terms of the requirements of Clause (xi) of Schedule II, Part A of the Securities and Exchange
Board of India (Buy Back of Securities) Regulations, 1998 as amended, we confirm as under:
a. We have enquired into the state of affairs of the Company in relation to its audited accounts for the
year ended 31st March, 2016 as approved by the Board of Directors.
b. In our opinion the amount of maximum permissible capital payment (including premium) towards
the proposed buyback of equity shares as computed in the table below is properly determined in
accordance with Section 68(2)(c) of the Companies Act, 2013.
Particulars as on March 31, 2016 Rs. (in Lakhs)
Paid up Share Capital of face value Rs. 10 each 150.00
Free Reserves :
a)Profit & Loss Account 564.79
b) Securities Premium Account 1307.37
Total Free Reserves 1872.16
Total Paid Up Capital & Free Reserves 2022.16
Maximum amount permissible for Buy‐back under section 68 of the Act i.e.25% of
the total paid up capital and free reserves with the shareholders approval
505.54
Maximum amount permitted by Board Resolution dated 6t h
J u l y , 2016
approving buyback, subject to shareholders approval based on audited financial
statement for the year ended March 31, 2016
487.50
3. The above calculations / working of this limit and the proposed buy back of equity shares of the
Company is subject to the Company complying with terms of the Companies Act, 2013 and
subsequent amendments thereto and / or any other rules and regulations prescribed and inforce for the
time being.
4. The completeness of the above details is the responsibility of the Company‟s management. Our
responsibility is to perform the above mentioned procedures. We have performed the above mentioned
procedures in accordance with the Guidance Note on Audit Reports and Certificates for Special Purpose
issued by the Institute of Chartered Accountants of India (“ICAI”). The above mentioned procedures
include examining evidence supporting the particulars in the Statement on a test basis. Our procedures does
not include verification of compliance with any Act, Guidance, notification or any other relevant statute
thereof. Our scope of work did not involve us performing audit tests for the purpose of expressing an
opinion of the fairness or accuracy of any of the financial information. We have not performed an audit, the
objective of which would be the expression of an opinion on the specified elements, Accounts or items
thereof, for the purpose of this report. Accordingly, we do not express such opinion. Apart from the
compliance with amount of permissible capital payment computed as above, we make no representations
regarding compliance with the Company law or any statutory requirements.
24
This report has been prepared for and only for the Company and is in reference to proposed buy‐back of
Equity Shares in pursuance of the provisions of the Act and the Regulations and for no other purpose. We
do not accept or assume any liability or duty of care for any other purpose, save where expressly agreed by
our prior consent in writing.
For S M Daga & Co.,
Chartered Accountants
(Firm Registration No.303119E)
Deepak Daga
Partner
Membership No. 059205
Date: 6th July, 2016
24. DOCUMENTS FOR INSPECTION:
The following material documents are available for inspection by the shareholders of the Company at their Registered
Office at Pressman House, 10A Lee Road, Kolkata 700 020 from to 11:00 A.M. to 1:00 P.M. on any day except Saturdays,
Sundays and public holidays, during the Tendering Period.
(i). Copy of the Certificate of Incorporation and the Memorandum and Articles of Association of Pressman
Properties Limited.
(ii). Copy of the Annual Reports of Pressman Properties Limited for the year ended 31.03.2014, 31.03.2015 and
31.03.2016.
(iii). Copy of the Resolution passed by the Board of Directors at its meeting held on 06.07.2016 approving proposal
for Buyback.
(iv). Copy of the Certificate dated 06.07.2016 received from M/s. S M Daga & Co., the Statutory Auditor of the
Company, in terms of Clause (xi) of Part A to Schedule II of the Buyback Regulations.
(v). Copy of the Postal Ballot notice to the equity shareholders dated 06.07.2016, along with the Explanatory
Statement.
(vi). Copy of the Special Resolution passed by the equity shareholders of the Company by Postal Ballot, the results of
which were announced on 26.08.2016.
(vii). Copy of the Declaration of Solvency and an Affidavit in form SH-9 as prescribed under section 68(6) of the
Companies Act.
(viii). Copy of the escrow account opening letter received from the HDFC Bank.
(ix). Copy of the Certificate from Shri Deepak Kumar Daga, Chartered Accountants, certifying that the Company has
adequate funds for the purposes of buyback of not exceeding 3,75,000 equity shares @ Rs. 130/- each,
(x). Copy of the Public Announcement published in the newspapers on 30.08.2016.
(xi). Copy of the Corrigendum to the Public Announcement published in the newspapers on 03.09.2016.
(xii). Copy of SEBI observation letter.
25. DETAILS OF THE COMPLIANCE OFFICER
Mr. Abhit Srivastav, CFO & Compliance Officer ,
C/o. Pressman Properties Limited,
Pressman House, 10A Lee Road, Kolkata 700 020,
Tel. No.033-4031-0813, Fax No. 033-4031-0813
Website: www.pressmanproperties.com Email: [email protected]
26. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/BENEFICIAL OWNERS
a) In case of any Grievance related to the buyback Offer (i.e. non receipt of the buyback consideration, Share
certificate, Demat Credit, etc) the investors can approach the compliance officer/or the Manager to the buyback
Offer/or The Registrar to the buyback for redressal.
b) If the Company makes any default in complying with the provisions of Section 68(6) of the companies Act or any
rules made thereunder or any regulation or under clause (f) of sub- section (2) of the Companies Act, the company
or any officer of the Company who is in default shall be punishable for a term and its limit or with a fine or its
limit or with both in terms of Companies Act.
c) The address of the Concerned office of the Registrar of Companies is as follows:
Registrar of Companies, West Bengal, Nizam Palace, 2nd
MSO Building, 2nd
Floor, 234/4, A.J.C.Bose Road,
Kolkata - 700020
25
27. DETAILS OF THE INVESTOR SERVICE CENTRES
Niche Technologies Pvt. Ltd.,
Contact Person: Mr. S. Abbas,
D-511, Bagree Market, 5th
Floor,
71, B.R.B. Basu Road,
Kolkata – 700 001
Tel No.: (033) 2235 7271/7270
Fax No.: (033) 2215 6823
Email: [email protected],
Website: www.nichetechpl.com
28. MANAGER TO THE BUYBACK OFFER
VC Corporate Advisors Private Limited,
SEBI REGN NO: INM000011096
(Contact Person: Mr. Anup Kumar Sharma)
31, Ganesh Chandra Avenue, 2nd
Floor,
Suite No.– 2C, Kolkata-700 013
Tel. No : (033) 2225-3940
Fax : (033) 2225-3941
Email: [email protected]
Website: www.vccorporate.com
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN
THE OFFER DOCUMENT
As per Regulation 19(1)(a) of the Buyback regulations, the Board of Directors of the Company accept full
responsibility for the information contained in this Draft Letter of Offer. The Draft Letter of Offer is issued under
the authority of the Board of Directors by the Buyback Committee through resolution passed by the buyback
committee meeting held on 26.08.2016.
For and on behalf of the Board of Directors of M/s. Pressman Properties Limited
Sd/-
R L Sureka
Director
Sd/-
Pramina Suchanti
Whole Time Director
Sd/-
Abhit Srivastav
CFO & Compliance Officer
Place: Kolkata Date: 06.09.2016
Enclosure: Form of Acceptance-cum- Acknowledgement
26
FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT
TENDER /OFFER FORM
(FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM)
To,
Mr. / Mrs. / M/s.
To,
The Board of Directors,
Pressman Properties Limited,
C/o. Niche Technologies Pvt. Ltd.,
D-511, Bagree Market, 71, B.R.B. Basu Road,
Kolkata – 700 001
Tel No.: (033) 2235 7271/7270 Fax No.: (033) 2215 6823
Email: [email protected],
Website: www.nichetechpl.com
BUYBACK OFFER
Opens On [●]
Closes On [●]
For Registrar/ Collection Centre Use
Centre Code
Inward No.
Date Stamp
Status: Please tick Appropriate
Individual FII
Foreign
Company
Non Resident
Indian/OCB
Body
Corporate
Bank/Financial
Institution
Dear Sirs, Date _____________
Ref: Letter of Offer dated [●], 2016 to Buyback Shares upto 3,75,000 Equity shares of Rs. 10/- each of Pressman Properties Limited at a
price of Rs. 130/- per equity share
1) I/ We (having read and understood the Letter of Offer dated [●],2016 hereby tender / offer my/our shares in response to the Buyback Offer on the terms and conditions set out below and in the Letter of Offer.
2) I / We authorize the Company to buy back the shares offered (as mentioned below) and to issue instruction to Niche Technologies Pvt. Ltd. to
extinguish the shares. 3) I / We hereby warrant that the shares comprised in this tender offer are offered for the Buyback by me/ us free from all liens, equitable interest,
charges and encumbrance.
4) I / We declare that there are no restraints / injunctions or other order of any nature which limits / restricts in any manner my / our right to tender shares for the Buyback and that I / we am / are legally entitled to tender the shares for the Buyback.
5) I/We agree that the consideration for the accepted shares will be paid to the Seller Members as per secondary market mechanism.
6) I/We agree that the excess Demat shares or unaccepted demat shares, if any, tendered would be returned to the Selling Member by Clearing Corporation in pay out.
7) I / we agree that the Company will pay the Buy Back Price only after due verification of the validity of the documents and that the
consideration may be paid to the first named shareholder. 8) I/ We undertake to return to the Company any Buyback consideration that may be wrongfully received by me/us.
9) I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our
tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Act and the Regulations.
10) Details of shares held and offered/tendered for the Buyback:
In Figures In Words
Number of Shares held
Number of shares Entitled for buyback (buyback entitlement)
Number of Shares offered for the BuyBack
11) Details of account with Depository Participant
Name of the Depository
(tick whichever is applicable) NSDL CDSL
Name of the Depository Participant
DP ID
Client ID with the DP
------------------------------------------------------------------------------------Tear along this line------------------------------------------------------------------
Acknowledgment Slip: Pressman Properties Limited Buyback Offer
(to be filled by equity shareholder) (subject to verification)
Folio No./DP ID: ----------------------------------------------------Client ID: ----------------------------------------------------
received From Mr./Ms./M/s. -------------------------------------------------------------------
Stamp of Collection Centre
Form of Acceptance- cum- acknowledgement, Original TRS along with:
No. Of equity shares offered for Buyback (in figures) ---------------------- (in words) ------------------------------
27
12) Shareholder(s) Details
Sole/First Shareholder Second Shareholder (if
any)
Third Shareholder (if
any)
Name in Full
Signature*
PAN
Address of the Sole/First
Shareholder
Telephone No/ E-mail id
* Corporate must affix Rubber Stamp
This Tender Offer 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/ Offer Form
1. This Offer will open on [●] and close on [●].
2. For procedure to be followed by equity shareholders for tendering in the Buyback Offer, Please refer to section 20 of the Letter of
Offer.
3. All documents sent by shareholders will be at their own risk. Shareholders of the Company are advised to safeguard adequately their
interests in this regard.
ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY-BACK OFFER SHOULD BE ADDRESSED TO THE
REGISTRAR TO THE BUYBACK, NICHE TECHNOLOGIES PVT. LTD. QUOTING YOUR CLIENT ID & DP ID.
INVESTOR SERVICE CENTRE, PRESSMAN PROPERTIES LIMITED BUYBACK OFFER
Niche Technologies Pvt. Ltd.,
D-511, Bagree Market, 71, B.R.B. Basu Road, 5th Floor Kolkata – 700 001
Tel No.: (033) 2235 7271/7270
Fax No.: (033) 2215 6823 Email: [email protected],
Website: www.nichetechpl.com,
28
FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT
TENDER /OFFER FORM
(FOR SHAREHOLDERS HOLDING IN PHYSICAL FORM)
To,
Mr. / Mrs. / M/s.
To,
The Board of Directors
Pressman Properties Limited,
C/o. Niche Technologies Pvt. Ltd.,
D-511, Bagree Market, 71, B.R.B. Basu Road, 5th Floor,
Kolkata – 700 001 Tel No.: (033) 2235 7271/7270
Fax No.: (033) 2215 6823
Email: [email protected],
Website: www.nichetechpl.com
BUYBACK OFFER
Opens On
Closes On
For Registrar/ Collection Centre Use
Centre
Code
Inward
No.
Date Stamp
Status: Please tick Appropriate
Individual FII
Foreign Company
Non Resident Indian/OCB
Body
Corporate
Bank/Financial
Institution
Dear Sirs, Date _____________
Ref: Letter of Offer dated [●], 2016 to Buyback Shares upto 3,75,000 Equity shares of Rs. 10/- each of Pressman Properties Limited at
price of Rs. 130/- per equity share
1) I/We (having read and understood the Letter of Offer dated [●], 2016) hereby tender / offer my/our shares in response to the Buy-back Offer on the terms and conditions set out below and in the Letter of Offer.
2) I / We authorise the Company to buy back the shares offered and as a consequence to extinguish the share certificates.
3) I / We hereby warrant that the shares comprised in this tender / offer are offered for the Buyback by me / us free from all liens, equitable interest, charges and encumbrance.
4) I / We declare that there are no restraints / injunctions or other order of any nature which limits / restricts in any manner my / our right to
tender shares for the Buyback and that I / we am / are legally entitled to tender the shares for the Buyback. 5) I/We agree that the consideration for the accepted shares will be paid to the Seller Members as per secondary market mechanism
6) I / We agree that the Company is not obliged to accept any shares offered for the Buyback where loss of share certificates has been notified
to the Company. 7) I / We agree that the Company will pay any Buyback consideration only after due verification of the validity of the documents and
signatures and that the consideration may be paid to the first named shareholder.
8) I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me/us. 9) I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my /
our tender / offer and agree to abide by any decision that may be taken by the Company to affect the Buyback in accordance with the Act
and the Regulations. 10) I/ We authorize the company to split the share certificate and issue new consolidated certificate for the unaccepted shares in case the shares
accepted by the Company are less than the shares tendered in the Buyback due to oversubscription.
11) Details of shares held and offered for the Buyback:
In Figures In Words
Number of Shares held
Number of shares Entitled for buyback (buyback entitlement)
Number of Shares offered for Buy-Back
Tear along this line
---------------------------------------------------------------------------------------------------------------------------------------------------
Acknowledgment Slip: Pressman Properties Limited Buyback Offer
(to be filled by equity shareholder) (subject to verification)
Folio No. ------------------------------------------------- Received From Mr./Ms./M/s. ---------------------------------------------------------------------
Stamp of Collection Centre
Form of Acceptance- cum- acknowledgement, Original TRS along with: No. Of equity shares offered for Buyback (in figures) --------------
-------- (in words) ------------------------------
12) Details of Share Certificate(s) Enclosed
Total No. of Share Certificates submitted
Sr. No Folio No. Share
Certificate No.
Distinctive Nos No. of Shares
From To
1.
2.
3.
4.
5.
Total
29
In case the number of folios and share certificates enclosed exceed 5 nos., please attach a separate sheet giving details in the same format
as above.
13) Details of Other Documents (please tick appropriately), if any, enclosed:
� Corporate Authorizations
� Death Certificate
� Succession Certificate
� Power of Attorney
�Any Other, Please specify _____________
14) Shareholder(s) Details (Signature(s) as per specimen recorded with the Company):
Sole/First Shareholder Second Shareholder (if any) Third Shareholder (if any)
Name in Full
Signature*
PAN
Address of the
Sole/First Shareholder
Telephone No/ E-mail id
* Corporate must affix Rubber Stamp.
This Tender Offer 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/ Offer Form
1. This Offer will open on [●] and close on [●].
2. For procedure to be followed by equity shareholders for tendering in the Buyback Offer, Please refer to section 20 of the Letter of
Offer.
3. All documents sent by shareholders will be at their own risk. Shareholders of the Company are advised to safeguard adequately their
interests in this regard.
ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY-BACK OFFER SHOULD BE ADDRESSED TO THE
REGISTRAR TO THE BUYBACK, NICHE TECHNOLOGIES PVT. LTD. QUOTING YOUR CLIENT ID & DP ID.
INVESTOR SERVICE CENTRE, PRESSMAN PROPERTIES LIMITED BUYBACK OFFER
Niche Technologies Pvt. Ltd, D-511, Bagree Market, 71, B.R.B. Basu Road, 5th Floor
Kolkata – 700 001
Tel No.: (033) 2235 7271/7270 Fax No.: (033) 2215 6823
Email: [email protected],
Website: www.nichetechpl.com,