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Indian Link Chain Manufacturers Ltd — Updates, 01-01-1970: Company Update
----------------Page (0) Break----------------
DRAFT LETTER OF OFFER
“THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION”
This Draft Letter of Offer is sent to you as a Shareholder of The Indian Link Chain Manufactures Limited. If you require any clarifications about the
action to be taken, you may consult your stockbroker or investment consultant or Manager/ Registrar to the Offer. In case you have recently sold your
Equity Shares in the Company, please hand over this Draft Letter of Offer and the accompanying form of acceptance-cum-acknowledgement and Transfer
Deed to the Member of the Stock Exchange through whom the said sale was effected.
OPEN OFFER
BY
Name Acquirer Address Contact Details Email Address
Mr. Rajendra
Kamalakant Chodankar Acquirer
Flat No. I-702, Golden Square C.H.S., off CST
Road, Kalina Santacruz East, Vidyanagari, Mumbai –
㐀 㤀㠀⸀
⬹ 㤀㔀㤀㐀㐀 㐀㐀㐀㌀㔀 爀愀樀䀀爀爀瀀攀氀攀挀琀爀漀渀椀挀猀⸀挀漀洀
FOR THE ATTENTION OF THE SHAREHOLDERS OF
THE INDIAN LINK CHAIN MANUFACTURERS LIMITED
Corporate Identification Number: L47211MH1956PLC009882;
Registered Office: Office No. 2, Chandra Niwas Hirachand Desai Road Ghatkopar West,
Opp. Ghatkopar New Post Office, Mumbai 400 086.
Tel No.: 022-22661013, 22665519, 22661013, 22660749; Fax: 022-22664311, 22661013; Website: www.inlinch.com; Email: inlinch@hotmail.com
for acquisition of upto 7,93,000 (Seven Lakh Ninety Three Thousand) fully paid-up equity shares of face value of ₹ 10/- (Rupees Ten Only)
each (“Equity Shares”) representing 26.00% (Twenty Six Percent) of emerging equity and voting share capital of The Indian Link Chain
Manufactures Limited (‘Target Company’ or ‘ILCML’) from the Public Shareholders (as defined below) of the Target Company, at an offer
price of ₹ 71.00 (Rupees Seventy One Only) per equity share, by Mr. Rajendra Kamalakant Chodankar (hereinafter referred to as “Acquirer”)
payable in cash pursuant to and in compliance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulation, 2011 as amended.
Please Note:
1. This Offer (as defined below) is being made by the Acquirer, in pursuance of the provisions of Regulations 3(1) and 4 of the SEBI (SAST)
Regulations, for substantial acquisition of equity shares and voting share capital accompanied with change in control and management of the Target
Company.
2. As on the date of this Draft Letter of Offer, to the best knowledge of the Acquirer, there are no statutory approval(s) required to acquire Equity
Shares that are validly tendered pursuant to this Offer. However, the Offer would be subject to all statutory approval(s) as may be required and/or
may subsequently become necessary to acquire at any later date.
3. There is no differential pricing in this Offer.
4. If there is any upward revision in the Offer Price and/ or the Offer Size at any time up to 1 (One) Working Day prior to commencement of the
Tendering Period i.e., Wednesday, July 02, 2025, in terms of the SEBI (SAST) Regulations, the same would also be informed by way of a public
announcement in the same newspapers where the original Detailed Public Statement had appeared. If the Offer is withdrawn pursuant to Regulation
23 of the SEBI (SAST) Regulations, the same would be communicated within 2 (Two) Working Days by an announcement in the same newspapers
in which the Detailed Public Statement had appeared. Such revised Offer Price shall be payable by the Acquirer for all the Offer Shares validly
tendered during the Tendering Period of this Offer.
5. There has been no competing offer as on the date of this Draft Letter of Offer. If there is a competitive offer, then the Offer under all
subsisting bids shall open and close on the same date.
6. This Offer is not subject to a minimum level of acceptance by the Public Shareholders of the Target Company and is not a conditional offer under
Regulation 19 of the SEBI (SAST) Regulations, 2011.
7. Public Shareholders, who have accepted this Offer by tendering the requisite documents in terms of the Offer Documents, shall not be entitled to
withdraw such acceptance during the Tendering Period.
8. The procedure for acceptance is set out in Paragraph 8 titled as ‘Procedure for Acceptance and Settlement of the Offer’ on 倀愀最攀 (特) 潦 琀栀椀猀 䐀爀愀昀琀
䰀攀琀琀攀爀 漀昀 伀昀昀攀爀⸀
9. A copy of Public Announcement (“PA”), Detailed Public Statement (“DPS”), Draft Letter of Offer (“DLOO”) and Letter of Offer (“LOO”)
⠀椀渀挀氀甀搀椀渀最 䘀漀爀洀 漀昀 䄀挀挀攀瀀琀愀渀挀攀 挀甀洀 䄀挀欀渀漀眀氀攀搀最攀洀攀渀琀⤀ 椀猀 愀氀猀漀 愀瘀愀椀氀愀戀氀攀 漀渀 琀栀攀 眀攀戀猀椀琀攀 漀昀 匀䔀䈀䤀 愀琀 眀眀眀⸀猀攀戀椀⸀最漀瘀⸀椀渀⸀††
䘀漀爀 挀愀瀀椀琀愀氀椀稀攀搀 琀攀爀洀猀Ⰰ 爀攀昀攀爀 琀漀 琀栀攀 倀愀爀愀最爀愀瀀栀 琀椀琀氀攀搀 ‘Definitions and Abbreviations’ beginning on page 8 of this Draft Letter of Offer.
MANAGER TO THE OFFER
BONANZA PORTFOLIO LIMITED
CIN: U65991DL1993PLC052280
Address: Bonanza House, Plot No. M-2, Cama Industrial Estate, Walbhat Road,
Behind The Hub, Goregaon (East), Mumbai - 400 063;
Contact Person : Ms. Swati Agrawal/ Mr. Abhay Bansal;
Tel No.: +91 22 68363773/ 91 11 40748709;
Email: swati.agrawal@bonanzaonline.com; abhay.bansal@bonanzaonline.com;
Website: www.bonanzaonline.com
SEBI Registration No.: INM000012306
Validity: Permanent
REGISTRAR TO THE OFFER
PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
CIN: U67120MH1993PTC074079
Address: Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate,
J. R. Boricha Marg, Lower Parel (East), Mumbai – 㐀 ⸀
Tel No: +91 022 49614132
Email: support@purvashare.com
Website: www.purvashare.com
Contact Person: Ms. Deepali Dhuri
SEBI Registration Number: INR000001112
Validity: Permanent
OFFER OPENING DATE OFFER CLOSING DATE
THURSDAY, JULY 3, 2025 WEDNESDAY, JULY 16, 2025
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Page 2 of 37
TENTATIVE SCHEDULE OF THE MAJOR ACTIVITIES RELATING TO THIS OFFER
Sr. No Tentative Schedule of Activities Day and Date
1. Date of the Public Announcement Tuesday, May 13, 2025
2. Date of publication of the Detailed Public Statement Tuesday, May 20, 2025
3. Last date of filing of the Draft Letter of Offer with SEBI Tuesday, May 27, 2025
4. Last date for Public Announcement for a Competing Offer Tuesday, June 10, 2025
5.
Last date by which SEBI’s observations on the Draft Letter of Offer will
be received (in the event SEBI has not sought clarification or additional
information from the Manager)
Tuesday, June 17, 2025
6. Identified Date* Thursday, June 19, 2025
7. Last date for dispatch of the Letter of Offer to the Public Shareholders Thursday, June 26, 2025
8.
Last date for publication of the recommendations of the committee of the
independent directors of the Target Company to the Public Shareholders
for this Offer in the Newspapers
Tuesday, July 01, 2025
9. Last date for upward revision of the Offer Price and / or the Offer Size Wednesday, July 02, 2025
10. Date of publication of opening of Offer public announcement in the newspapers in which the Detailed Public Statement had been published Wednesday, July 02, 2025
11. Date of Commencement of Tendering Period Thursday, July 03, 2025
ᄁ⸀ 䑡琀攠漀昀 䌀汯猀楮最 漀昀 吀敮摥物渀最 倀敲楯搠 Wednesday, July 16, 2025
13
Last date of communicating the rejection/ acceptance and completion of
payment of consideration or refund of Equity Shares to the Public
Shareholders
Wednesday, July 30, 2025
(*) Date falling on the 10th working day prior to the commencement of the tendering period, for the purposes of determining the
public shareholders of the Target Company to whom the Letter of Offer shall be sent. It is clarified that all the Public
Shareholders (registered or unregistered) of the Target Company, are eligible to participate in this Offer any time during the
tendering period of the Offer.
Note:
The above timelines are indicative (prepared based on timelines provided under the SEBI (SAST) Regulations) and are subject
to receipt of statutory/regulatory approvals and may have to be revised accordingly. To clarify, the actions set out above may
be completed prior to their corresponding dates subject to compliance with the SEBI (SAST) Regulations.
Further, the schedule of activities mentioned above is tentative and based on the assumption that SEBI’s comments to the Draft
Letter of Offer will be received by Tuesday, June 17, 2025. Accordingly, the dates for the abovementioned activities, wherever
mentioned in this Draft Letter of Offer (including where used to define terms in the “Definitions and Abbreviation”section), are
subject to change.
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Page 3 of 37
RISK FACTORS RELATING TO THE UNDERLYING TRANSACTION, THE PROPOSED OFFER, AND
PROBABLE RISKS INVOLVED IN ASSOCIATING WITH THE ACQUIRER
The risk factors set forth above pertaining to this Offer, are not in relation to the present or future business or operations
of the THE INDIAN LINK CHAIN MANUFACTURES LIMITED or any other related matters and are neither
exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a Public
Shareholder in this Offer. Public Shareholders of the THE INDIAN LINK CHAIN MANUFACTURES LIMITED are
advised to consult their stockbrokers or investment consultants, if any, for further risk with respect to their participation
in this Offer. Each Public Shareholder of the THE INDIAN LINK CHAIN MANUFACTURES LIMITED is hereby
advised to consult with their legal, financial, tax, investment, or other advisors and consultants of their choice, if any, for
further risks with respect to each such Public Shareholder’s participation in this Offer and related transfer of Equity
Shares to the Acquirer.
For capitalized terms used hereinafter, please refer to the ‘Definitions’ set out below:
A. Risks relating to Underlying Transaction
1. The Underlying Transaction is subject to various conditions as specified under the Share Subscription Agreement,
including:
(a) Receipt of all statutory approvals as set out in Paragraph 7.4 titled as ‘Statutory Approvals and conditions of the
Offer’ at page 24 of this Draft Letter of Offer and those which become applicable prior to the completion of this
Offer;
2. The Underlying Transaction is subject to completion risks as would be applicable to similar transactions.
B. Risks relating to this Offer
1. The Open Offer is made under the SEBI (SAST) Regulations to acquire up to 7,93,000 (Seven Lakh Ninety Three
Thousand) Equity Shares representing 26.00% of the emerging equity and voting share capital, from the Public
Shareholders of the Target Company. If the number of Equity Shares validly tendered by the Public Shareholders under
this Open Offer is more than the Offer Size, then the Equity Shares validly tendered by the Public Shareholders will be
accepted on a proportionate basis, subject to acquisition of a maximum of 7,93,000 (Seven Lakh Ninety Three Thousand)
equity shares of the Target Company. Accordingly, there is no assurance that all equity shares tendered by the Public
Shareholders in the Open Offer will be accepted.
2. The Board of Directors of the Target Company at their meeting held on May 13, 2025 authorized a preferential allotment
of 25,50,000 fully paid up equity shares of face value of ₹ 10 (Rupees Ten Only) each at a price of Rs. 71/- each
aggregating to ₹ 18,10,50,000 (Rupees Eighteen Crore Ten Lakh Fifty Thousand Only). Out of the said proposed
allotment of equity shares, 10,00,000 fully paid-up equity shares of face value of ₹ 10/- each representing 32.79 % (Thirty
Two Point Seven Nine Percent) of emerging equity and voting share capital of the Target Company proposed to be issued
to Acquirer at an issue price of ₹ 71/- (Rupees Seventy One Only) per equity share aggregating to ₹ 7,10,00,000 (Rupees
Seven Crore Ten Lakh Only), in compliance with the Companies Act, 2013 and Chapter V of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and subsequent amendments thereto, subject to the Shareholders’ approval
and other applicable provisions, if any.
3. The Board of Directors of the Target Company, also at their meeting held on Tuesday, May 13, 2025, has authorized an
allotment of 53,00,000 (Fifty Three Lakh) Warrants convertible into equal number of equity shares of ₹ 10/- each, on
preferential basis to Acquirer and identified Public Shareholder investors, for cash, at a price of ₹ 71.00/- (Rupees Seventy
One only) per equity share aggregating to ₹ 37,63,00,000 (Rupees Thirty Seven Crore Sixty Three Lakhs only), under
Section 62 of the Companies Act, 2013 and in terms of SEBI (ICDR) Regulations, 2018 subject to approval of
Shareholders and applicable statutory approvals. Out of 53,00,000 Convertible Warrants; 40,00,000 Convertible Warrants
proposed to be allotted to Acquirer and 13,00,000 Convertible Warrants to be allotted to identified Public Shareholder
investors. The preferential allotment shall be determined as prescribed under Regulation 158 of SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018, subject to the Shareholders’ approval and other applicable provisions,
if any.
4. To the best of the knowledge of the Acquirer, as on the date of this DLOF, there are no statutory or other approvals
required for the acquisition of the Equity Shares that are validly tendered pursuant to the Open Offer or to complete this
Open Offer other than as indicated in paragraph 7.4 of this DLOF. However, in case any other statutory approvals become
applicable and are required by the Acquirer at a later date before the closure of the Offer Period, this Open Offer shall be
subject to receipt of such further approvals. If there is a delay in receipt of any applicable statutory or other approvals
then the Open Offer process may be delayed beyond the dates indicated in the tentative schedule of major activities of
the Open Offer disclosed in this DLOF (on page number 2). In case Equity Shares are tendered in the Open Offer and a
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Page 4 of 37
delay is caused due to delay in receipt of any applicable statutory or other approvals, the payment of consideration to
Public Shareholders whose Equity Shares have been accepted under the Open Offer as well as release of the lien marked
against the Equity Shares not accepted by the Acquirer may be delayed.
5. Where the required statutory or other approvals apply to some but not all of the Public Shareholders, the Acquirer will
have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in
order to complete this Open Offer.
6. In case of delay/non-receipt of any statutory or other approvals referred to in paragraph 7.4 of this DLOF, SEBI may, if
satisfied that non-receipt of the requisite approval(s) was not attributable to any wilful default, failure or neglect on the
part of the Acquirer to diligently pursue such approval(s), grant an extension of time for the purpose of completion of this
Open Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest by the
Acquirer to the Public Shareholders at such rate, as may be prescribed by SEBI from time to time, in accordance with
Regulation 18(11) or Regulation 18(11A) of the SEBI (SAST) Regulations.
7. In terms of Regulation 23 of the SEBI (SAST) Regulations, in the event that, for reasons outside the reasonable control
of the Acquirer, the approvals specified in paragraph 7.4 of this DLOF or those which become applicable prior to
completion of the Open Offer are not received or any of the conditions of preferential allotment are not met, then the
Acquirer shall have the right to withdraw the Open Offer. In the event of such a withdrawal of the Open Offer, the
Acquirer (through the Manager) shall, within 2 (two) Working Days of such withdrawal, make an announcement of such
withdrawal stating the grounds for the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.
8. Equity Shares once tendered in the Open Offer cannot be withdrawn by the Public Shareholders, even in the event of a
delay in the acceptance of Equity Shares under the Open Offer and/or the payment of consideration. A lien shall be marked
against the Equity Shares tendered in the Offer by the Public Shareholders until the completion of the formalities of this
Offer and the Public Shareholders who have tendered their Equity Shares will not be able to trade in such Equity Shares
during such period, even if the acceptance of the Equity Shares in this Offer and/ or payment of consideration are delayed.
During such period, there may be fluctuations in the market price of the Equity Shares of the Target Company that may
adversely impact the Public Shareholders who have tendered their Equity Shares in this Open Offer. Neither the Acquirer
nor the Manager to the Offer make any assurance with respect to the market price of the Equity Shares and disclaim any
responsibility with respect to any decision by any Public Shareholder on whether or not to participate in the Offer. It is
understood that the Public Shareholders will be solely responsible for their decisions regarding participation in this Open
Offer.
9. NRIs, OCBs and other non-resident holders of the Equity Shares, if any, must obtain all requisite approvals/exemptions
required, including without limitation, the approval from the RBI, if any, to tender the Equity Shares held by them in this
Offer and submit such approvals/exemptions along with the documents required to accept this Offer. Further, if the Public
Shareholders who are not persons resident in India (including NRIs, OCBs, FIIs and FPIs ) had required any approvals
(including from the RBI or any other regulatory authority/body) at the time of the original investment in respect of the
Equity Shares held by them currently, they will be required to submit copies of such previous approvals that they would
have obtained for acquiring/holding the Equity Shares, along with the other documents required to be tendered to accept
this Offer. If the aforementioned documents are not submitted, the Acquirer reserves the right to reject such Equity Shares
tendered in this Offer.
10. In terms of circular issued by SEBI bearing reference number SEBI/ HO/ CFD/ CMD1/ CIR/ P/ 2020/ 144 dated July 31,
2020, Public Shareholders holding Equity Shares in physical form are allowed to tender their Equity Shares in the Open
Offer. However, the acceptance of the Equity Shares in physical form tendered in this Open Offer would be conditional
on the Public Shareholders holding the physical Equity Shares and wishing to tender the same in the Open Offer, following
the process laid out in more detail in this DLOF, diligently and submitting all the required documents for the purpose of
ensuring that their physical Equity Shares can be verified and confirmed by the Registrar to the Offer.
11. The information contained in this DLOF is as of the date of this DLOF unless expressly stated otherwise. The Acquirer
and the Manager to the Offer are under no obligation to update the information contained herein at any time after the date
of this DLOF.
12. Public Shareholders are advised to consult their respective stockbrokers, legal, financial, investment or other advisors and
consultants of their choice, if any, for assessing further risks with respect to their participation in this Open Offer, and
related transfer of Equity Shares to the Acquirer. The Public Shareholders are advised to consult their respective tax
advisors for assessing the tax liability pursuant to this Open Offer, or in respect of any other aspects such as 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 Acquirer and the Manager do not accept any responsibility for the accuracy or otherwise of the tax provisions
set forth in this DLOF.
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13. In the event that either: (a) there is any injunction or stay on this Open Offer or any litigation that restricts or restrains the
Acquirer from performing any of their obligations hereunder; or (b) SEBI instructs the Acquirer to suspend this Open
Offer, then this Open Offer process may be delayed beyond the dates indicated in the tentative schedule of major activities
of the Open Offer disclosed in this DLOF (on page number 2). In the event of any delay in proceeding with this Open
Offer, the payment of consideration to the Public Shareholders whose Equity Shares are accepted in this Open Offer as
well as the release of the lien marked on the Equity Shares not accepted in this Open Offer, may be delayed. In the event
SEBI instructs the Acquirer to not proceed with this Open Offer, then this Open Offer process shall be withdrawn and the
Acquirer (through the Manager to the Offer) shall make an announcement of such withdrawal within 2 (two) Working
Days of such withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.
14. In relation to the Open Offer, the Acquirer and the Manager to the Offer accept responsibility only for statements made
by them in the PA, DPS, DLOF, LOF or in the post Open Offer advertisement or any corrigendum, addendum or any
materials issued by or on behalf of the Acquirer, or the Manager to the Offer in relation to the Open Offer (other than (a)
information pertaining to the Target Company which has been obtained from publicly available sources or provided by
the Target Company; and (b) information pertaining to the Seller and the Current Promoter and Promoter Group which
has been obtained from the Seller and the Current Promoter and Promoter Group, respectively). Anyone placing reliance
on any sources of information (other than as mentioned in this paragraph) would be doing so at his/her/its own risk.
15. None of the Acquirer, the Manager or the Registrar to the Offer accept any responsibility for any loss of documents during
transit (including but not limited to Offer acceptance forms, copies of delivery instruction slips, etc.), and Public
Shareholders are advised to adequately safeguard their interest in this regard.
16. No action has been or will be taken to permit this Offer in any jurisdiction where action would be required for that purpose.
The LOF shall be sent to all Public Shareholders whose names appear on the register of members of the Target Company,
at their stated address, as of the Identified Date, subject to Regulation 18(2) of the SEBI (SAST) Regulations, viz. provided
that where local laws or regulations of any jurisdiction outside India may expose the Acquirer, the Manager to the Offer
or the Target Company to material risk of civil, regulatory or criminal liabilities in the event the LOF in its final form
were to be sent without material amendments or modifications into such jurisdiction, and the Public Shareholders resident
in such jurisdiction hold Equity Shares entitling them to less than 5% of the voting rights of the Target Company, the
Acquirer may refrain from sending the LOF into such jurisdiction: provided further that, subject to applicable law, every
person holding Equity Shares, regardless of whether he, she or it held Equity Shares on the Identified Date or has not
received the LOF, shall be entitled to tender such Equity Shares in acceptance of the Offer.
17. This DLOF has not been filed, registered or approved in any jurisdiction outside India. Recipients of the LOF residing in
jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This Offer is not
directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable
laws or regulations or would subject the Acquirer or the Manager to the Offer to any new or additional registration
requirements. This DLOF does not in any way constitute an offer to purchase or an invitation to sell, any securities in any
jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer
or solicitation.
C. Risks involved in associating with the Acquirer.
1. The Acquirer intends to acquire up to 7,93,000 (Seven Lakh Ninety Three Thousand) Equity Shares, representing 26.00%
of the Emerging Equity and Voting Share Capital of the Target Company, at an offer price of ₹ 71.00 (Rupees Seventy
One Only) per Equity Share, payable in cash, under the SEBI (SAST) Regulations. The Target Company does not have
any partly paid-up Equity Shares as on the date of this Draft Letter of Offer. The Equity Shares and the documents
tendered in this Offer will be held in trust by the Registrar until the completion of this Offer formalities, and the Public
Shareholders will not be able to trade in such Equity Shares thereafter. Post this Offer, the Acquirer will have significant
equity ownership and effective management control over the Target Company, pursuant to the provisions of Regulations
3(1) and 4 of the SEBI (SAST) Regulations.
2. The Acquirer, and the Manager makes no assurance with respect to the market price of the Equity Shares during the Offer
Period and upon the completion of this Offer and disclaim any responsibilities with respect to any decision by the Public
Shareholders on whether to participate in this Offer. The Acquirer and the Manager make no assurance with respect to
the financial performance of the Target Company.
3. The Acquirer, and the Manager to the Offer, accept no responsibility for the statements made otherwise than in the Offer
Documents or in the advertisement or any materials issued by or at the instance of the Acquirer and the Manager to the
Offer, and any person placing reliance on any other source of information would be doing so at its own risk.
4. The Acquirer make no assurance with respect to its investment/disinvestment decisions relating to its proposed
shareholding in the Target Company.
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5. The Acquirer has also made an Open Offer under Reg 3(1) and 4, to acquire upto 40,86,888 (Forty Lakh Eighty-Six
Thousand Eight Hundred Eighty-Eight) equity shares of ₹ 10/- each of Euro Asia Exports Limited vide Draft Letter of
Offer dated February 05, 2025; for which approval is awaited from SEBI. (Source: SEBI Website)
6. For the purpose of disclosures in the Draft Letter of Offer, all information relating to the:
(a) Target Company has been obtained from publicly available sources or from the Target Company;
(b) Promoter Seller has been obtained from them. The accuracy of such details of the Target Company and the
Promoter Seller have not been independently verified by the Acquirer and the Manager to the Offer.
The risk factors set forth above, pertain to the offer and not in relation to the present or future business or operations of ILCML
or any other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risk involved in
participation or otherwise by a public shareholder in the offer. Public Shareholders of ILCML are advised to consult their
stockbrokers or investment consultants, if any for further risk with respect to their participation in the offer. Each Public
Shareholder of the Target Company is hereby advised to consult with legal, financial, tax, investment or other advisors and
consultants of their choice, if any, for further risks with respect to each such Shareholder’s participation in the Offer and related
transfer of Equity Shares of the Target Company to the Acquirer.
NOTICE TO SHAREHOLDERS IN OTHER COUNTRIES
This DLOF does not in any way constitute an offer to sell or an invitation to sell, any securities in any jurisdiction in which such
offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of
the information contained in this DLOF are requested to inform themselves about and to observe any such restrictions. The Open
Offer described in this DLOF is not being made to, nor will tenders of shares be accepted from or on behalf of Public Shareholders
in any jurisdiction in which such offer or invitation is not in compliance with applicable law or to any person to whom it is
unlawful to make such offer or solicitation. Potential users of the information contained in this DLOF are requested to inform
themselves about and to observe any such restrictions
NOTICE TO SHAREHOLDERS IN UNITED STATES
In addition to the above, please note that the Open Offer is being made for acquisition of securities of an Indian Company and
Public Shareholders in the U.S. should be aware that this DLOF and any other documents relating to the Open Offer have been
or will be prepared in accordance with Indian procedural and disclosure requirements, including requirements regarding the
Offer timetable and timing of payments, all of which differ from those in the U.S. Any financial information included in this
DLOF or in any other documents relating to the Open Offer, has been or will be prepared in accordance with non U.S. accounting
standards that may not be comparable to financial statements of companies in the U.S. or other companies whose financial
statements are prepared in accordance with U.S. generally accepted accounting principle
CURRENCY OF PRESENTATION
In this Draft Letter of Offer, all references to ‘₹’, ‘Rs.’, ‘Rupees’, ‘Re’, ‘Rupee’ are references to the official currency of India.
In this Draft Letter of Offer, any discrepancy in any table between the total and sums of the amounts listed are due to rounding
off and/ or regrouping.
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TABLE OF CONTENTS
1. DEFINITIONS AND ABBREVIATIONS ............................................................................................................. 8
2. DISCLAIMER CLAUSE ...................................................................................................................................... 10
3. DETAILS OF THIS OFFER................................................................................................................................. 10
4. BACKGROUND OF THE ACQUIRER .............................................................................................................. 14
5. BACKGROUND OF THE TARGET COMPANY ............................................................................................. 16
6. OFFER PRICE AND FINANCIAL ARRANGEMENTS .................................................................................. 20
7. TERMS AND CONDITIONS OF THE OFFER ................................................................................................. 22
8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER .............................................. 25
9. ACCEPTANCE OF EQUITY SHARES .............................................................................................................. 29
10. SETTLEMENT PROCESS AND PAYMENT OF CONSIDERATION ........................................................... 29
11. NOTE ON TAXATION ......................................................................................................................................... 31
12. DOCUMENTS FOR INSPECTION..................................................................................................................... 36
13. DECLARATION BY THE ACQUIRER ............................................................................................................. 37
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1. DEFINITIONS AND ABBREVIATIONS
Abbreviations Particulars
Acquirer Mr. Rajendra Kamalakant Chodankar
BSE BSE Limited
Board Board of Directors of the Target Company
Book Value per Equity Share [Equity Capital + Free Reserve (excluding Revaluation Reserve) - Debit balance in Profit & Loss A/c – 䵩獣 數瀀攀渀搀楴甀爀攠渀漀琠眀爀楴瑥渀 漀昀昀崀 士一漀⸀ 漀昀 䔀焀甀楴礀 匀栀慲敳
䈀甀礀椀渀最 䈀爀漀欀敲 乩欀甀渀樀 却漀捫 䈀爀漀欀敲猀 䰀椀洀楴敤
䌀䑓䰀 䌀敮瑲慬 䑥瀀漀猀楴漀爀礀 卥爀瘀楣攀猀 ⠀䤀渀搀楡⤀ 䰀椀洀楴敤
䌀䤀一 䌀漀爀瀀漀爀慴攠䤀搀敮瑩昀楣愀瑩漀渀 一甀洀戀敲
䌀汥慲楮最 䌀漀爀瀀漀爀慴楯渀 䤀渀搀楡渀 䌀汥慲椀渀最 䌀漀爀瀀漀爀慴楯渀 䰀椀洀楴敤
䌀漀洀瀀慮楥猠䄀捴Ⰰ (ᄀ) ㌀ 吀栀攠䌀漀洀瀀愀渀楥猠䄀挀琬 (ᄀ) ㌀Ⰰ 慬漀渀最 眀椀瑨 琀栀攠爀敬敶愀渀琠爀甀汥猠洀慤攠瑨敲敵渀搀敲
䌀漀渀瘀敲瑩戀汥 圀慲爀慮瑳
䌀漀渀瘀敲瑩戀汥 圀慲爀慮瑳 爀敦敲猀 琀漀 眀慲爀慮瑳 眀栀楣栀 眀楬氠戀攠捯渀瘀敲瑩戀汥 楮瑯 敱甀慬 渀甀洀戀敲
漀昀 䔀焀甀楴礀 匀栀慲敳 漀昀 刀猀⸀ 一ⴀ 敡捨 漀昀 瑨攠吀慲最整 䌀漀洀瀀慮礀 椀渀 慣捯爀搀慮捥 眀楴栀 瑨攀
瀀爀漀瘀楳楯渀猀 漀昀 卅䈀䤀 ⠀䤀䌀䑒⤀ 刀敧甀污瑩漀渀猀⸀
䑥瀀漀猀楴漀爀楥猀 䌀䑓䰀 愀渀搀 乓䐀䰀
䑉一 䑩爀散瑯爀 䤀搀敮瑩昀楣慴楯渀 一甀洀戀攀爀
䑌住 䐀爀慦琠䰀整瑥爀 漀昀 伀昀昀敲 昀椀汥搀 睩瑨 卅䈀䤀 漀渀 吀甀敳搀愀礀Ⱐ䵡礀 (祝)Ⰰ (ᄀ) (ᄀ)㔀 瀀甀爀猀甀慮琀 瑯 瑨攀 瀀爀漀瘀楳楯渀猀 漀昀 刀攀最甀污瑩漀渀 㘀⠀⤀ 漀昀 瑨攠卅䈀䤀 ⠀十協⤀ 刀敧甀污琀楯渀猀Ⰰ 昀漀爀 楴猀 漀戀猀攀爀瘀愀瑩漀渀猀⸀
䑐 䑥瀀漀猀楴漀爀礀 倀慲瑩捩瀀慮琀
䑐匀
䑥瑡楬敤 倀甀戀汩挠却慴攀洀攀渀琠搀慴敤 䵯渀搀愀礀Ⱐ䵡礀 ᄅⰀ (ᄀ) (ᄀ)㔀Ⱐ瀀甀戀汩猀栀敤 椀渀 琀栀攠渀攀眀猀瀀慰敲Ⰰ
漀渀 戀敨慬昀 漀昀 琀栀攠䄀捱甀楲敲Ⰰ 漀渀 吀甀敳搀慹Ⱐ䵡礀 (ᄀ) Ⰰ (ᄀ) (ᄀ)㔀Ⱐ楮 䙩渀慮捩愀氠䔀砀瀀爀敳猀 ⠀䔀渀最汩猀栀 –
䄀汬 敤楴楯渀⤀Ⱐ䨀慮猀慴瑡 ⠀䡩渀搀椀 ⴀ 䄀汬 䔀搀楴楯渀⤀ 慮搀 䵵洀戀慩 䰀愀欀猀栀搀敥瀀 ⠀䵡爀慴栀椠ⴀ 䵵洀戀愀椀
䔀搀楴楯渀⤀⸀
䔀䌀匀 䔀汥捴爀漀渀楣 䌀氀敡爀椀渀最 卥爀瘀楣攀
䔀洀敲最椀渀最 䔀焀甀楴礀 愀渀搀 噯瑩渀最
卨慲攠䌀慰楴慬
㌀ Ⰰ㔀 Ⰰ 昀甀汬礀 瀀慩搀 甀瀀 攀焀甀楴礀 猀栀慲敳 漀昀 ₹ 一ⴀ 敡捨 慧最爀敧慴椀渀最 瑯 ₹ ㌀Ⰰ 㔀Ⰰ Ⰰ
⠀刀甀瀀敥猀 吀栀爀敥 䌀爀漀爀攠䙩瘀攠䰀愀欀栀 佮氀礀⤀ 漀昀 琀栀攠吀慲最整 䌀漀洀瀀慮礀Ⰰ 戀敩渀最 琀栀攠瑯瑡氠敱甀楴礀
瀀慩搀 甀瀀 捡瀀楴慬 瀀漀猀琠琀栀攠慬汯瑭敮琠漀昀 (ᄀ)㔀Ⰰ㔀 Ⰰ 昀甀汬礀 瀀慩搀 甀瀀 攀焀甀楴礀 猀栀慲攀猀 漀昀 ₹ 一ⴀ
敡捨 at a price of ₹ 71 per share, to the Acqui爀敲 慮搀 楮搀攀昀楮慢汥 瀀甀戀汩挠猀栀慲敨漀汤敲猀Ⰰ
漀渀 瀀爀敦敲敮瑩慬 戀慳楳Ⰰ 愀猀 漀昀 琀栀攠 th working day from the Closure of the Tendering
Period.
EPS Profit after Tax available to Equity Shareholders / Weighted Average No. of Equity Shares
Escrow Agreement Escrow Agreement, dated Thursday, May 15, 2025, entered amongst and between the Acquirer, the Escrow Banker and the Manager to the Offer.
Escrow Account
The escrow account opened in the name and style of ‘ILCML OPEN OFFER
ESCROW ACCOUNT’ with Kotak Mahindra Bank Lim椀瑥搀 戀敡爀楮最 慣捯甀渀琠渀甀洀戀敲
9047202361
Escrow Banker Kotak Mahindra Bank Limited
Equity Shares The fully paid-up equity shares of the Target Company of face value of ₹ ⸀ ⠀刀甀瀀敥猀 吀敮 佮氀礀⤀ 敡捨
䔀砀楳瑩渀最 䔀焀甀楴礀 匀栀慲攠
䌀慰楴慬
吀栀攠昀甀汬礀 瀀慩搀ⴀ甀瀀 䔀焀甀楴礀 卨慲攠捡瀀楴慬昀 瑨攠吀慲最整 䌀漀洀瀀愀渀礀 椀猀 ₹ 㔀 Ⰰ Ⰰ ⠀刀甀瀀敥猀
䙩昀琀礀 䰀慫栀 漀渀氀礀⤀ 捯洀瀀爀楳椀渀最 漀昀 㔀Ⰰ Ⰰ 攀焀甀楴礀 猀栀慲攀猀 漀昀 ₹ 敡捨㬀
䙅䴀䄀 䙯爀敩最渀 䔀砀捨愀渀最攠䵡渀愀最攀洀攀渀琠䄀捴Ⰰ 㤀㤀㤀Ⰰ 慳洀攀渀搀敤
䙉䤀猀无倀䤀猀 䙯爀敩最渀 䤀渀猀瑩琀甀瑩漀渀慬 䤀渀瘀敳瑯爀猀 士䙯爀敩最渀 倀漀爀瑦漀汩漀 䤀渀瘀攀猀瑯爀猀 爀敧楳瑥爀敤 眀楴栀 卅䈀䤀
䙯爀洀 漀昀 䄀捣数瑡渀捥 漀爀 䙏䄀 䙯爀洀 漀昀 䄀捣数瑡渀捥 ⴀ 捵洀 ⴀ 䅣欀渀漀眀汥搀最攀洀攀渀琀
䤀搀敮瑩昀楥搀 䑡瑥 吀栀攠搀慴攀 昀漀爀 瑨攠瀀甀爀瀀漀猀攠漀昀 搀攀瑥爀洀椀渀楮最 瑨攠渀愀洀攀猀 漀昀 瑨攠猀栀慲敨漀汤敲猀 慳渀 猀甀捨 搀慴攠瑯 眀栀漀洀 琀栀攠䰀攀瑴敲 漀昀 佦昀敲 睯甀汤 戀攠猀敮琬 戀敩渀最 吀栀甀爀猀搀愀礀Ⰰ 䨀甀渀攠㤀Ⰰ (ᄀ) (ᄀ)㔀⸀
䤀吀 䄀捴 䤀渀捯洀攠吀慸 䄀捴Ⰰ 㤀㘀Ⰰ 慳洀攀渀搀敤 慮搀 洀漀搀楦楥搀 昀爀漀洀 瑩洀攠琀漀 瑩洀攮
䤀渀猀楤敲 吀爀慤楮最 刀敧甀污瑩漀渀猀 卅䈀䤀 ⠀倀爀漀栀楢楴楯渀 漀昀 䤀渀猀楤敲 吀爀慤楮最⤀ 刀攀最甀污瑩漀渀猀Ⰰ (ᄀ) 㔀 慮搀 猀甀戀猀敱甀敮琀 愀洀攀渀搀洀攀渀琀猀 瑨敲敯昀
䤀卉一 䤀渀瑥爀渀慴楯渀慬 卥挀甀爀楴楥猀 䤀搀敮瑩昀楣慴楯渀 乵洀戀敲
䤀䙓䌀 䤀渀搀楡渀 䙩渀愀渀捩慬 匀礀猀瑥洀 䌀漀搀攀
䰀住 漀爀 䰀整瑥爀 漀昀 佦昀敲 䰀整瑥爀 漀昀 伀昀昀敲 搀慴敤 [●] 慬漀渀最 眀楴栀 䙯爀洀 漀昀 䄀捣数瑡渀捥 ⴀ 䌀甀洀 ⴀ䄀捫渀漀眀汥搀最攀洀攀渀琀 ⠀昀漀爀 栀漀汤楮最 䔀焀甀楴礀 卨慲敳 楮 瀀栀礀猀楣慬 昀漀爀洀⤀Ⰰ 愀渀搀 䙯爀洀 匀䠀ⴀ㐀 卥捵爀楴楥猀 吀爀慮猀昀敲 䙯爀洀
䵡渀慧敲 瑯 瑨攠伀昀昀敲 士
䵡渀慧敲士䴀敲挀栀慮琠䈀愀渀欀敲士
䈀倀䰀
䈀漀渀慮穡 倀漀爀瑦漀汩漀 䰀椀洀楴敤
乥琀眀漀爀琀栀 䔀焀甀楴礀 䌀慰楴慬 ⬠䙲攀攠刀敳敲瘀攠⠀數捬甀搀楮最 刀攀瘀慬甀慴楯渀 刀敳敲瘀攩 ⴀ 䑥戀楴 戀慬慮捥 椀渀 倀爀漀昀楴... 䰀漀猀猀 䄀生 – 䵩獣 數瀀攀渀搀楴甀爀攠渀漀琠眀爀楴瑥渀 漀昀昀
乒䤀穴 乯渀 ⴀ 刀敳楤敮琠䤀渀搀楡渀猀
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Abbreviations Particulars
NSDL National Securities Depository Limited
Offer/ Open Offer
Open offer being made by the Acquirer to acquire upto 7,93,000 (Seven Lakh Ninety
Three Thousand) equity shares, representing 26.00% of the emerging equity and voting
share capital of the Target Company, at a price of ₹ 71.00/- (Rupees Seventy One Only)
per equity share, payable in cash, assuming full acceptance aggregating to a maximum
consideration of ₹ 5,63,03,000/- (Rupees Five Crore Sixty Three Lakh Three Thousand
Only).
Offer Period
Period between the date of Public Announcement and the date on which payment of
consideration to the Shareholders who have accepted the open offer, or the date on
which the Offer is withdrawn, as the case may be
Offer Price An offer price of ₹ 71.00 (Rupees Seventy One Only) per equity share
Offer Shares 7,93,000 (Seven Lakh Ninety Three Thousand) fully paid up equity shares
Offer Size
7,93,000 (Seven Lakh Ninety Three Thousand) equity shares at an offer price of
₹ 71.00 (Rupees Seventy One Only) per Equity Share aggregating to a consideration of
₹ 5,63,03,000/- (Rupees Five Crore Sixty Three Lakh Three Thousand Only)
representing 26.00% of the emerging equity and voting share capital of the Target
Company as of the 10th working day from the Closure of the Tendering Period.
PA Public Announcement dated Tuesday, May 13, 2025
PAN Permanent Account Number
PAT Profit after Tax
Proposed Preferential Issue
of Equity Shares
Proposed Preferential Issue of Equity Shares means issue of 25,50,000 (Twenty Five
Lakhs Fifty Thousand) equity shares having face value of ₹ 10 (Rupees Ten Only) at
an offer price of ₹ 71 (Rupees Seventy One only) each aggregating to ₹ 18,10,50,000
(Rupees Eighteen Crore Ten Lakh and Fifty thousand Only) on preferential basis as
approved by the Board of Directors of the Target Company on May 13, 2025 subject
to approval of Members and other regulators, if any
Proposed Preferential Issue
of Convertible Warrants
Proposed Preferential Issue of Convertible Warrants refers to the proposed preferential
issue of 53,00,000 convertible warrants as approved by the Board of Directors of the
Target Company at their meeting held on May 13, 2025, for cash at a price of ₹ 71
(Rupees Seventy One Only) per convertible warrant aggregating to ₹ 37,63,00,000
(Thirty Seven Crore Sixty Three Lakh Only). Each Warrant is convertible into equal
number of Equity Shares of ₹ 10/- each of the Target Company within a period of
eighteen months from the date of allotment, subject to approval of Members and other
regulators, if any
Proposed Preferential Issue
Proposed Preferential Issue shall collectively mean issue of 25,50,000 (Twenty Five
Lakhs Fifty Thousand only) equity shares having face value of ₹ 10 (Rupees Ten only)
each at an offer price of ₹ 71 (Rupees Seventy One only) each aggregating to
₹ 18,10,50,000 (Rupees Eighteen Crore Ten Lakh and Fifty thousand Only) and
53,00,000 warrants convertible into equal number of equity shares of ₹ 10/- each within
a period of eighteen months from the date of allotment, at a price of ₹ 71 (Rupees
Seventy One Only) per convertible warrant aggregating to ₹ 37,63,00,000 (Thirty
Seven Crore Sixty Three Lakh Only) as approved by the Board of Directors of the
Target Company on May 13, 2025 on preferential basis, subject to approval of
Members and other regulators, if any
Public Shareholders
All the public shareholders of the Target Company who are eligible to tender their
Equity Shares in the Offer, other than the Acquirer and persons deemed to be acting in
concert, pursuant to and in compliance with the SEBI (SAST) Regulations
RBI Reserve Bank of India
Registrar Purva Shareregistry India Private Limited
Return on Net Worth
(Profit after Tax available for Equity Shareholders) / (Equity Share Capital + Free
Reserves (excluding Revaluation reserve) - Debit balance in Profit & Loss A/c - Misc
expenditure not written off)
Rs/ Rupee/INR/₹ Indian Rupees, the legal currency of India
SCRR Securities Contract (Regulation) Rules, 1957, as amended
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992 and subsequent amendments thereto
SEBI (LODR)
Regulations
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and subsequent amendment thereto
SEBI (ICDR)
Regulations
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and subsequent amendment thereto
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Abbreviations Particulars
SEBI (SAST) Regulations,
2011 / Takeover Regulation/
SEBI (SAST) Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 and subsequent amendments thereof
Share Subscription
Agreement
Share Subscription Agreement refers to the share subscription agreement dated
Tuesday, May 13, 2025, pursuant to which the Acquirer shall be allocated (subject to
the approval of the members and other regulatory approvals, if any) 10,00,000 equity
shares representing 32.79% of emerging equity and voting share capital of the Target
Company and 40,00,000 share warrants convertible into equivalent number of equity
shares of the Company in one or more tranches, to Acquirer, at an issue price of ₹ 71/-
(Rupees Seventy One Only) per equity share, proposed to be infused in the Target
Company subject to the terms and conditions specified in the Share Subscription
Agreement.
Stock Exchange BSE Limited, the only stock exchange where the equity shares of the Target Company are listed
STT Securities Transaction Tax
Target Company/ REL The Indian Link Chain Manufactures Limited
Tendering Period The period commencing from Thursday, July 3, 2025, and ending on Wednesday, July 16, 2025 both days inclusive
TRS Transaction Registration Slip
Underlying Transaction
Underlying Transaction has the meaning ascribed to it in Paragraph 3.1.2 of Section
3.1 (Background to the Offer) of Section 3 (Details of the Offer) of this Draft Letter of
Offer
Working Day any working day of the Securities and Exchange Board of India (“SEBI”)
Note:
All terms beginning with a capital letter used in this Draft Letter of Offer, but not otherwise defined herein, shall have
the meaning ascribed thereto in the SEBI (SAST) Regulations unless specified.
2. DISCLAIMER CLAUSE
‘IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI
SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED,
VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI
FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS.THIS
REQUIREMENT IS TO FACILITATE THE PUBLIC SHAREHOLDERS OF THE INDIAN LINK CHAIN
MANUFACTURES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OPEN
OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE
ACQUIRER OR THE COMPANY WHOSE SHARES/ CONTROL IS PROPOSED TO BE ACQUIRED OR FOR
THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LOF. IT
SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRER ARE PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE LOF, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGE THEIR RESPONSIBILITY
ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER -
BONANZA PORTFOLIO LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED
MAY 27, 2025 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES
AND TAKEOVER) REGULATIONS, 2011 ANS SUBSEQUENT AMENDEMENT(S) THEREOF. THE FILING
OF THE DLOF DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF
OBTAINING SUCH A STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE
OPEN OFFER’.
3. DETAILS OF THIS OFFER
3.1. Background of the Offer
3.1.1. This Open Offer is a mandatory offer, being made by the Acquirer to the public shareholders of the Target
Company, in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations for substantial acquisition of
equity shares/ voting rights, accompanied without change in management of the Target Company and the acquirer
will be classified as Promoter of the Target Company after this acquisition.
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3.1.2. The Board of Directors of the Target Company at their meeting held on May 13, 2025 authorised a preferential
allotment of 25,50,000 fully paid-up Equity Shares of face value of ₹ 10 (Rupees Ten only) each at a price of ₹ 71
each aggregating to ₹ 18,10,50,000 (Rupees Eighteen Crore Ten Lakhs Fifty Thousand Only) and out of proposed
preferential issue, 10,00,000 (Ten Lakh) fully paid-up equity shares of face value of ₹ 10 (Rupees Ten only) each
representing 32.79 % (Thirty Two Point Seven Nine Percent) of emerging equity and voting share capital of the
Target Company proposed to be issued to Acquirer at an issue price of ₹ 71/- (Rupees Seventy One Only) per Equity
Share aggregating to ₹ 7,10,00,000 (Rupees Seven Crore Ten Lakh only), in compliance with the Companies Act,
2013 and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and subsequent
amendments thereto (“Underlying Transaction”).
3.1.3. The Board of Directors of the Target Company, at their meeting held on Tuesday, May 13, 2025, has also
authorized an allotment of 53,00,000 (Fifty Three Lakh) Warrants convertible into equal number of equity shares
of ₹ 10/- each, on preferential basis, to Acquirer and identified Public Shareholder investors, for cash, at a price of
₹ 71.00/- (Rupees Seventy One only) per equity share aggregating to ₹ 37,63,00,000 (Rupees Thirty Seven Crore
Sixty Three Lakhs only), under Section 62 of the Companies Act, 2013 and in terms of SEBI (ICDR) Regulations,
2018 subject to approval of Shareholders and applicable statutory approvals. Out of 53,00,000 Convertible
Warrants; 40,00,000 Convertible Warrants has been allotted to Acquirer and 13,00,000 Convertible Warrants has
been allotted to Public Shareholders.
3.1.4. Except for the proposed preferential allotment of 10,00,000 (Ten Lakh Only) equity shares representing 32.79%
(Thirty Two Point Seven Nine Percent) of the emerging equity and voting share capital of the Target Company
and 53,00,000 warrants convertible into equivalent number of equity shares of ₹ 10/- each of the Target Company,
the Acquirer is not holding any Equity Shares and/or convertible securities of the Target Company.
3.1.5. The prime object of this Open Offer is to acquire substantial acquisition of equity shares and voting share capital
accompanied with the change in control and management of the Target Company and to classify himself as
promoter of Target Company.
3.1.6. This Offer is not pursuant to any open market purchase or a global acquisition resulting in indirect acquisition of
the Equity Shares of the Target Company.
3.1.7. The proposed change in control of the Target Company is not through any Scheme of Arrangement.
3.1.8. The Acquirer is making this Offer to acquire upto 7,93,000 (Seven Lakh Ninety Three Thousand only) equity
shares representing 26.00% (Twenty-Six Percent) of the emerging equity and voting share capital of the Target
Company, at an offer price of ₹ 71.00 (Rupees Seventy One Only) per equity share, aggregating to a total
consideration of ₹ 5,63,03,000 (Rupees Five Crore Sixty Three Lakh Three Thousand Only), payable in cash, in
accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations, subject to the terms and
conditions set out in the Offer Documents.
3.1.9. The Acquirer have deposited ₹ 1,41,00,000 (Rupees One Crore Forty One Lakh Only) in cash in Escrow Account
under Regulation 17 of SEBI (SAST) Regulation which is more than 25% of the total amount payable under open
offer, assuming full acceptance.
3.1.10. Upon the consummation of the transaction contemplated in the offer, the Acquirer will be the largest Shareholder
and have a controlling stake in the target company , and will be classified as a ‘ Promoter’ of the Target Company
in accordance with the applicable laws. The status of the erstwhile promoter will remains same after this
acquisition.
3.1.11. The main object of the Acquirer for the acquisition is substantial acquisition of shares and voting rights of the
Target Company and by above proposed acquisition which resulted in triggering of Regulations, the Acquirer will
be holding substantial stake and will be in control of the Target Company.
3.1.12. As per the provisions of Regulations 26(6) and 26(7) of the SEBI (SAST) Regulations, the Board of Directors of
the Target Company is required to constitute a committee of independent directors who would provide written
reasoned recommendation on this Offer to the Public Shareholders of the Target Company and such
recommendations shall be published at least 2 (Two) Working Days before the commencement of the Tendering
Period in the same newspaper where the Detailed Public Statement was published.
3.1.13. On completion of this Open Offer, assuming full acceptances, the shareholding of the Public Shareholders in the
Target Company may fall below minimum public shareholding requirement as per Rule 19A of the Securities
Contracts (Regulation) Rules, 1957 read with the Securities and Exchange Board of India (Listing Obligations and
----------------Page (11) Break----------------
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Disclosure Requirements) Regulations, 2015, as amended, the Acquirer will ensure compliance with the minimum
public shareholding requirements in such manner and timelines prescribed under applicable law.
3.1.14. The Acquirer will continue with the existing line of business of the Target Company and any subsequent change
in the line of activity shall be effected after taking the necessary approvals. However, depending on the
requirements and expediency of the business situation and subject to all applicable laws, rules and regulations, the
Board of Directors of the Target Company will take appropriate business decisions from time to time in order to
improve the performance of the Target Company.
3.1.15. The Acquirer has not been prohibited by SEBI from dealing in securities, in terms of directions issued under
Section 11B of the SEBI Act, 1992 and subsequent amendments thereto or under any other regulations made under
the SEBI Act, 1992.
3.2. Details of the proposed Offer
3.2.1. The Public Announcement was issued on Tuesday, May 13, 2025, by the Manager to the Offer, for and on behalf
of the Acquirer. A copy of the said Public Announcement was sent to SEBI, BSE and the Target Company on
Tuesday, May 13, 2025 and was filed with SEBI on Wednesday, May 14, 2025.
3.2.2. The Detailed Public Statement (“DPS”) dated Monday, May 19, 2025, published in the newspapers on Tuesday,
May 20, 2025, in Financial Express (English daily - All Edition), Jansatta (Hindi daily - All Edition) and Mumbai
Lakhshdeep (Marathi Daily- Mumbai Edition)(‘Newspaper’).
Publication Language Edition
Financial Express English All Edition
Jansatta Hindi All Edition
Mumbai Lakshdeep Marathi Mumbai Edition
3.2.3. A copy of Public Announcement, Detailed Public Statement and Draft Letter of Offer will also be available on
the website of SEBI at www.sebi.gov.in, website of BSE at www.bseindia.com and the website of Manager to
the Offer accessible at www.bonanzaonline.com.
3.2.4. The Acquirer is making this Open Offer, pursuant to Regulations 3(1) and 4 of the SEBI (SAST) Regulations,
to acquire upto 7,93,000 (Seven Lakh Ninety Three Thousand) equity shares of ₹ 10/- each representing 26.00%
of the Emerging Equity and voting share capital of The Indian Link Chain Manufactures Limited (the “Offer
Size”), at a price of ₹ 71.00 (Rupees Seventy One Only) per equity share/ voting right from the Public
Shareholders of the Target Company. Assuming full acceptance, the total consideration payable by the Acquirer
under this Offer, at the Offer Price, aggregates to ₹ 5,63,03,000 (Rupees Five Crore Sixty Three Lakh Three
Thousand Only) payable in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST)
Regulations, subject to the terms and conditions set out in the Offer Documents.
3.2.5. To the best of the knowledge and belief of the Acquirer, there are no statutory and other approvals required to
be obtained to complete the preferential allotment or to complete this Open Offer, except as mentioned in the
Companies Act, 2013 and SEBI (ICDR) Regulations, 2018. However, it will be subject to all statutory approvals
that may become applicable at a later date.
3.2.6. As of the date of this Draft Letter of Offer, there is neither partly paid-up shares in the Target Company nor
outstanding convertible instruments (warrants/fully convertible debentures/partially convertible debentures)
issued by the Target Company.
3.2.7. Further as on date of this Draft Letter of Offer, no equity shares are subject to any lock-in obligations.
3.2.8. The Acquirer have not acquired any Equity Shares during period of 52 (Fifty-Two) weeks prior to the date of
the PA. Further, the Acquirer have not purchased any equity shares from the date of the Public Announcement
to the date of this Draft Letter of Offer.
3.2.9. The Acquirer have deposited an amount of ₹ 1,41,00,000 (Rupees One Crore Forty One Lakh Only) being more
than 25% of the total Offer Consideration payable under this Offer, assuming full acceptance in the Escrow
Account, pursuance of this Offer, in compliance with the provisions of Regulation 22(2) of the SEBI (SAST)
Regulations.
3.2.10. This Offer is not conditional upon any minimum level of acceptance in terms of the Regulation 19(1) of SEBI
(SAST) Regulations. Further there is no differential pricing for this offer.
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3.2.11. This Offer is not a competing offer in terms of the Regulation 20 of SEBI (SAST) Regulations.
3.2.12. The Acquirer have not acquired any equity shares of the Target Company after date of Public Announcement
i.e. Tuesday, May 13, 2025 till the date of this Draft Letter of Offer.
3.2.13. The Equity Shares which will be acquired by the Acquirer should be free from all liens, charges, and
encumbrances together with all rights attached thereto, including the right to all dividends, bonus, and rights
offer declared hereafter.
3.2.14. The Acquirer intend to retain the listing status of Target Company and no delisting offer is proposed to be made.
3.2.15. Upon completion of this Offer, assuming full acceptances, the Acquirer will hold 17,93,000 (Seventeen Lakh
Ninety Three Thousand Only) equity shares representing 58.79 % (Fifty Eight Point Seven Nine Percent) of the
emerging equity and voting share capital of the Target Company.
3.2.16. The Acquirer shall not be eligible to make a voluntary delisting offer under the SEBI (Delisting of Equity Shares)
Regulations, 2021, unless a period of twelve months have elapsed from the date of completion of the offer period
as per regulation 7(5) of the SEBI (SAST) Regulations, 2011.
3.2.17. The Acquirer have appointed Bonanza Portfolio Limited as the Manager to the Offer in terms of Regulation 12
of the SEBI (SAST) Regulations.
3.2.18. As on the date of this Draft Letter of Offer, the Manager to the Offer do not hold any Equity Shares in the Target
Company and is not related to the Acquirer and the Target Company in any manner whatsoever. The Manager
to the Offer declares and undertakes that, they shall not deal on its own account in the Equity Shares during the
Offer Period. Further, the Manager to the Offer confirms that, as on date of this Draft Letter of Offer, there are
no directions subsisting or proceedings pending against them under the SEBI Act and the regulations made
thereunder, and no other statutory approval is pending. As on date, there are no outstanding penalties and/or
orders against Bonanza Portfolio Limited and all the outstanding penalties has already been paid by Bonanza
Portfolio Limited to SEBI.
3.2.19. The Equity Shares of the Target Company is listed at BSE. As per Regulation 38 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR)
Regulations”) read with Rule 19A of the Securities Contract (Regulation) Rules, 1957, as amended (“SCRR”),
the Target Company is required to maintain at least 25% public shareholding, on a continuous basis for listing.
If, pursuant to this Offer and proposed preferential allotment, the public shareholding in the Target Company
reduces below the minimum level required as per the listing agreement entered into by the Target Company with
BSE read with Rule 19A of the SCRR, the Acquirer hereby undertake that their shareholding in the Target
Company will be reduced, within the time period specified in the SCRR, such that the Target Company complies
with the required minimum level of public shareholding.
3.2.20. If the aggregate number of Equity Shares validly tendered in this Open Offer by the Public Shareholders, then
the Equity Shares validly tendered by the Public Shareholders will be accepted proportionately, in consultation
with the Manager to the Offer taking care to ensure that the basis of acceptance is decided in a fair and equitable
manner and does not result in non-marketable lots, provided that the acquisition of Equity Shares from a Public
Shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the
marketable lot. The marketable lot for the Equity Shares for the purpose of this Offer shall be 1 (One) only.
3.2.21. If the Acquirer acquires Equity Shares of the Target Company during the period of 26 (twenty-six) weeks after
the Tendering Period at a price higher than the Offer Price, then the Acquirer shall pay the difference between
the highest acquisition price and the Offer Price, to all Public Shareholders whose Offer Shares have been
accepted in the Offer within 60 (sixty) days from the date of such acquisition. However, no such difference shall
be paid in the event that such acquisition is made under another open offer under the SEBI (SAST) Regulations,
or pursuant to Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, including
subsequent amendments thereto, or open market purchases made in the ordinary course on the stock exchange,
not being negotiated acquisition of Equity Shares of the Target Company in any form.
3.2.22. The payment of consideration shall be made to all the Public Shareholders, who have tendered their Equity
Shares in acceptance of the Offer within 10 (Ten) Working Days of the expiry of the Tendering Period. Credit
for consideration will be paid to the Public Shareholders who have validly tendered Equity Shares in the Offer
by crossed account payee cheques/pay order/demand drafts/electronic transfer. It is desirable that Public
Shareholders provide bank details in the Form of Acceptance cum Acknowledgement, so that the same can be
incorporated in the cheques/demand draft/pay order.
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3.3. Object of the Acquisition/ Offer
3.3.1. The object and purpose of the Acquirer is to achieve substantial acquisition of equity shares/ voting capital and
obtain control over the Target Company by: (a) acquisition of 10,00,000 (Ten Lakh Only) Equity Shares of ₹ 10/-
each proposed to be allotted on preferential basis (subject to the approval of the shareholders); and (b) acquisition
of equity shares through open offer made under the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011.
3.3.2. The Acquirer will continue with the existing line of business of the Target Company and any subsequent change
in the line of activity shall be effected after taking the necessary approvals. However, depending on the
requirements and expediency of the business situation and subject to the applicable laws, rules and regulations,
the Board of Directors of The Indian Link Chain Manufactures Limited will take appropriate business decisions
from time to time in order to improve the performance of the Target Company.
3.3.3. The Acquirer may in future streamline or restructure, pledge, or encumber his holding in the Target Company and/
or the operations, assets, liabilities and/ or the businesses of the Target Company through arrangements,
reconstructions, restructurings, mergers, demergers, sale of assets, or undertakings and/ or re-negotiation or
termination of the existing contractual or operating arrangements, at a later date in accordance with the relevant
applicable laws. Such decisions will be taken in accordance with the procedures set out under the relevant
applicable laws, pursuant to business requirements, and in line with opportunities or changes in economic
circumstances, from time to time and with approval of Board of Directors.
3.3.4. The Acquirer state that, he do not have any plan to dispose-off or otherwise encumber any significant assets of the
Target Company in the succeeding 2 (Two) years from the date of closure of this Offer, except: (a) in the ordinary
course of business of the Target Company; and (b) on account of the regulatory approvals or conditions or
compliance with any law that is binding on or applicable to the Target company. In the event any substantial asset
of the Target Company is to be sold, disposed-off, or otherwise encumbered other than in the ordinary course of
business, the Acquirer undertakes that, they shall do so only upon the receipt of the prior approval of the
shareholders of the Target Company through a special resolution in terms of Regulation 25(2) of the SEBI (SAST)
Regulations, and subject to the such other provisions of applicable law as may be required.
3.3.5. Pursuant to this Offer and the proposed preferential allotment of equity shares, the Acquirer shall be classified as
promoter of the Target Company along with the existing promoter in accordance with the provisions of Regulation
31A of the SEBI (LODR) Regulations.
4. BACKGROUND OF THE ACQUIRER - MR. RAJENDRA KAMALAKANT CHODANKAR
4.1 Mr. Rajendra Kamalakant Chodankar son of Mr. Kamalakant Chodankar, aged 64 years, an Indian Resident,
currently residing at Flat No. I-702, Golden Square C.H.S., off CST Road, Kalina Santacruz East, Vidyanagari,
Mumbai – 400 098 with contact number +91 95944 44435 and email id: raj@rrpelectronics.com.
4.2 He carries a valid passport of Republic of India and also holds a Permanent Account Number (PAN)
AAFPC2966E.
4.3 The Acquirer has completed his post-graduation in the field of Inorganic Chemistry from Mumbai University in
1982 and has over three decades of experience in the technology consulting industry, specializing in electro optics.
He is the Promoter, Chairman and CEO of RRP S4E Innovations Limited, a technology consulting company with
expertise in electro optics. He has successfully designated and delivered various products including cooled and
uncooled detector-based thermal imagers, weapon sights, drone cameras, Aerem 100, and Aerem 1000.
He also has spearheaded the company’s growth and development, becoming one of the top 3 Electro optics
Companies in India. Previously, he was also associated with the following companies: (1) Bhabha Atomic
Research Center (June 1981 -August 1982), (2) Toshniwal Bros Private Limited (August 1982 - June 1984), (3)
Exxon Chemicals, Saudi Arabia (June 1984- June 1988) and (4) Gannon Dunkerley Limited (Until 1990).
4.4 The Networth of Acquirer as on December 31, 2024 is ₹ 20,35,14,789/- (Rupees Twenty Crore Thirty Five Lakh
Fourteen Thousand Seven Hundred Eighty Nine Only) as certified vide Networth Certificate dated May 13, 2025
issued by CA Chidanand Patil (Membership No. 600337), proprietor at C C Patil & Co., Chartered Accountants,
FRN 153916W, having office at Office No. 1204, Indrayani CHS, Opp. Shivaji Hospital, Kalwa West, Thane
400605, Mob No. 91 9372943717 and Email id: cachidanand@gmail.com.
4.5 He does not belong to any Group.
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4.6 He is not forming part of the present promoter and promoter group of the Target Company.
4.7 He is not related to any of the promoter/ promoter group, directors and key employees of the Target Company.
4.8 There are no directors representing Acquirer on the board of the Target Company.
4.9 He does not hold any equity shares in the Target Company. Subsequently, pursuant to the proposed preferential
allotment, the Acquirer will acquire 10,00,000 equity shares of ₹ 10/- each of Target Company representing
32.79% of the emerging equity and voting share capital of the Target Company. The Acquirer will be classified as
the promoter along with existing Promoter of the Target Company subject to the compliance of the SEBI LODR)
Regulations.
4.10 Except the proposed preferential allotment, as detailed in 3.1 Background of the Offer, that has triggered this Open
Offer, he does not have any other relationship with and/or interest in the Target Company.
4.11 Acquirer do not hold any Equity Shares in the Target Company, prior to the proposed preferential allotment, and
subsequently, pursuant to the proposed preferential allotment, he shall be classified and will become the promoter
of the Target Company, subject to the compliance of the SEBI (LODR) Regulations.
4.12 Acquirer undertake that he will not sell the equity shares of the Target Company, held and acquired by them, if
any, during the Offer Period in terms of Regulation 25(4) of the SEBI (SAST) Regulations
4.13 Acquirer further undertake that if he will acquire any equity shares of the Target Company during the Offer Period,
then he will inform BSE, the Target Company and the Manager to the Offer within 24 hours of the acquisition in
compliance with Regulation 18(6) of the SEBI (SAST) Regulations. Further, he also undertake that he will not
acquire or sell any equity shares of the Target Company during the period between three working days prior to the
commencement of the Tendering Period and until the closure of the Tendering Period as per Regulation 18(6) of
the SEBI (SAST) Regulations.
4.14 Acquirer has not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section
11B of the SEBI Act, 1992 and subsequent amendments thereto or under any other regulations made under the
SEBI Act, 1992. Further, there are no directions subsisting or proceedings pending against them under the SEBI
Act and the regulations made thereunder, and no other statutory approval is pending.
4.15 Acquirer have not been categorized nor is appearing in the ‘Wilful Defaulters or a Fraudulent Borrowers’ list
issued by any bank, financial institution, or consortium thereof in accordance with the guidelines on wilful
defaulters or fraudulent borrowers issued by the Reserve Bank of India.
4.16 Acquirer have not been declared as ‘Fugitive Economic Offenders’ under Section 12 of the Fugitive Economic
Offenders Act, 2018.
4.17 There are no persons acting in concert (“PACs”) with the Acquirer for the purpose of this Open Offer. While
persons may be deemed to be acting in concert with the Acquirer in terms of Regulation 2(1)(q)(2) of the SEBI
(SAST) Regulations (“Deemed PAC”), however, such deemed PAC are not acting in concert with the Acquirer for
the purpose of this Offer, within the meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations
4.18 There are no penalties levied against the Acquirers by the SEBI/ Stock Exchanges or any other Regulator
4.19 The Acquirer do not intent to delist the Target Company pursuant to this Offer
4.20 Acquirer holds DIN 00665008 and is acting as a Director in the below mentioned Companies:
Sr.
No Name of the Company CIN
Designati
on
Date of
Appointment
Listing
Status
1 RRP Semitel Limited U26209MH2025PLC445589 Director 15/04/2025 Unlisted
2 Euro Asia Exports Limited L51909DL1981PLC012621 ManagingDirector 27/02/2025 Listed
3 RRP Fusion Tech Private Limited U26103MH2024PTC432696 Director 25/09/2024 Unlisted
4 RRP S4e Innovation Limited U74999MH2018PLC304545 Director 14/12/2021 Unlisted
5 RRP Drones Innovation Private Limited U26515MH2024PTC420271 Director 28/02/2024 Unlisted
6 RRP Electronics Limited U26209MH2024PLC419711 Director 21/02/2024 Unlisted
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7 Technology Options (India) Private Limited U74910MH1999PTC119864 Managing Director 13/05/1999 Unlisted
8 Racho Precision Engineering Private Limited* U28113MH2010PTC206295 Director 06/08/2010 Unlisted
*The Company Stroked off as on date of this Draft Letter of Offer
4.21 Acquirer is not holding position of Whole-time Director in any Company.
4.22 He has confirmed that there is no direct/ indirect linkage among the promoters/directors, public shareholders of
the Target Company and Acquirer.
5. BACKGROUND OF THE TARGET COMPANY
(The disclosure mentioned under this section has been sourced from information published by the Target Company
or provided by the Target Company or publicly available sources)
5.1. The Target Company was incorporated on October 31, 1956, as The Indian Link Chain Manufactures Limited
under the provisions of Companies Act, 1956 vide Certificate of Incorporation issued by Registrar of Companies,
Bombay. Further in shareholders meeting held on September 30, 2023 passed special resolution for altering its
Memorandum of Association resulting in change of Corporate Identification Number form
L28920MH1956PLC009882 to L47211MH1956PLC009882.There has been no change in the name of the Target
Company during the last three years.
5.2. The registered office of the Target Company was changed from 59, Sonawala Building, 2nd Floor, Mumbai
Samachar Marg, Fort, Mumbai - 400 023 to Office No. 2, Chandra Niwas Hirachand Desai Road Ghatkopar West,
Opp. Ghatkopar New Post Office Mumbai - 400 086.
5.3. The equity shares bears ISIN ‘INE359D01024’ and Scrip ID ‘INLCM’. The Target Company has already
established connectivity with both the Depositories i.e. NSDL & CDSL.
5.4. The company is engaged in dealing with trading for all kinds of crops, Grains, pulses, spices, dry fruits, other
edible products, plantation of trees of all types and production of all kinds of organic foods, fruits, vegetables,
dairy, forestry, agriculture, horticulture, tea, coffee, rubber, mineral, cotton, silk, cereals, cotton-silk, vetiveria,
wood, lac culture, timber, fuel, floriculture, bee keeping, fodder raising, seeding and manufacturing, trading ,
processing of agriculture product and allied activities. (Source: MOA of Target Company)
5.5. The equity shares of the Target Company are presently listed only at BSE and there are no outstanding shares of
the Target Company that have been issued but not listed on the Stock Exchange.
5.6. The pre and post allotment Equity Share Capital of the Target Company is as follows:
Equity Capital Number of Equity Shares/ voting rights Nominal value
Existing equity and voting share capital 5,00,000 50,00,000
Proposed preferential allotment 25,50,000 2,55,00,000
Post Preferential allotment Emerging equity
and Voting Share Capital 30,50,000 3,05,00,000
5.7. As on date of DLOO, there are no outstanding partly paid-up equity shares and/ or any convertible instruments
(warrants/FCDs/PCDs), etc, to be converted into equity shares of the Target Company at a future date. However,
as mentioned in para 3.1.3 above, the Board of Directors has proposed an allotment of 53,00,000 (Fifty Three
Lakh) Warrants convertible into equal number of equity shares of ₹ 10/- each, on preferential basis, to Acquirer
and identified Public Shareholder investors (subject to approval of shareholders and/ or any other statutory
approvals).
5.8. As on date of this DLOF, the trading in Equity Shares of the Target Company is not suspended at BSE. The trading
in Equity Shares of Target Company is under XT/T+1 Category.
5.9. There are no directions subsisting or proceedings pending under SEBI Act, 1992 against Target Company and its
Promoters and Directors and no penalties levied by SEBI/ RBI against the promoters, directors and the Target
Company.
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5.10. Based on the information available on BSE, the equity shares of the Target Company are infrequently traded within
the meaning of Regulation 2(1) (j) of SEBI (SAST) Regulations.
5.11. Mr. Vishal Thakkar, the current Promoter of the Company, acquired the equity shares and substantial control over
the Target Company by making an Open Offer vide Letter of Offer dated February 06, 2023. The Issue was opened
on February 14, 2023 and closed on February 27, 2023. He acquired 27,488 equity shares through Share Purchase
agreement dated December 3, 2022 and 211 equity shares through Open Offer.
5.12. Pursuant to the Open Offer, as mention in point 5.10 above, the Company has filed an Application for
reclassification of erstwhile Promoters (as mentioned below) on July 27, 2024, in accordance with Regulation
31A(10) of the SEBI (Listing Obligations & Disclosure) Requirements, 2015, on successful completion of Open
Offer. However, the erstwhile promoters are continued to be shown under the Promoter/ Promoter Group as per
the Shareholding Pattern filed with BSE as on March 2025, as the Reclassification Application was closed by BSE
on 22nd December, 2024 without favorable outcome. The Company is in the process to restore the same and file a
fresh Application for reclassification.
Sr. No. Name
1 Hariprasad Anandkishore Nevatia Erstwhile Promoter
2 Vandana Sudhir Nevatia Erstwhile Promoter
3 Kusum Nevatia Erstwhile Promoter
4 Sudha Nevatia Erstwhile Promoter
5 Mridula Pravin Nevatia Erstwhile Promoter
6 Harsh Hariprasad Nevatia Erstwhile Promoter
7 Sudhir Hariprasad Nevatia Erstwhile Promoter
5.13. The Target Company is neither registered with any regulatory nor with any governmental authority in any capacity
and hence is not required to obtain any No Objection Certificate from any regulatory or governmental authority
for effecting change in control of the Target Company.
5.14. The Target Company has not been a party to any scheme of amalgamation, restructuring, merger / de-merger, buy-
back and spin off during the last 3 years.
5.15. The present composition of the Board of Directors of the Target Company are as follows:
Sr.
No. Name
Date of
Appointment DIN Designation
1. Vishal Pravin Thakkar 06-02-2023 09798551 Managing Director
2. Bhavika Mayur Thakkar 06-02-2023 09854905 Woman Director
3. Jaynish Rameshchandra Kothari 24-06-2024 00281312 Independent Director
4. Ashok Punamchand Jain 11-08-2023 08470448 Independent Director
(Source: MCA and BSE)
5.16. As on the date of this DLOO, the Acquirer do not have any representation on the Board of Directors of the Target
Company.
5.17. Financial Information
The extract of the financial information based on the unaudited and limited reviewed financial statements for 9
months ended December 31, 2024 and audited financial statements for the financial year ended March 31, 2024,
March 31, 2023, and March 31, 2022, are as under (Source: BSE)
Profit and Loss Statement
(Amount in Lakh)
Particulars
Unaudited and
Limited reviewed
Financial Statements
for 9 months ended
December 31, 2024
Audited Financial Statements for the
Financial Year ended
2024 2023 2022
Income From Operations 0.00 0.00 0.00 0.00
Other Income 22.01 26.16 14.09 22.91
Total Income 22.01 26.16 14.09 22.91
Total Expenditure excluding
Interest, Depreciation and Tax 9.19 15.86 58.40 67.69
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Particulars
Unaudited and
Limited reviewed
Financial Statements
for 9 months ended
December 31, 2024
Audited Financial Statements for the
Financial Year ended
2024 2023 2022
Profit/(Loss) before Interest,
Depreciation and Tax 12.82 10.30 -44.31 -44.78
Depreciation & Amortization
Expenses 0.99 1.33 1.33 1.39
Interest 0.00 0.00 0.00 0.00
Profit/(Loss) before Tax 11.83 8.97 -45.64 -46.17
Add : Exceptional Items 0.00 0.00 0.00 0.00
Less : Current Tax 0.00 -0.14 0.00 0.00
Deferred Tax 0.00 0.00 0.00 0.00
Taxes for Earlier Period 0.00 0.00 0.00 0.00
Profit/(Loss) after Tax 11.83 9.11 -45.64 -46.17
Other Comprehensive Income/(loss) 0.00 0.00 0.00 0.00
items that will not be reclassified to
statement of profit and loss 0.00 0.00 0.00 0.00
Total Comprehensive Income/(loss) 11.83 9.11 -45.64 -46.17
Balance Sheet
(Amount in Lakh)
Particulars
Unaudited and
Limited reviewed
Financial Statements
for 9 months ended
December 31, 2024
Audited Financial Statements for the
Financial Year ending March 2024
2024 2023 2022
(A) Sources of Funds
Paid up Share Capital 50.00 50.00 50.00 50.00
Reserves & Surplus - 272.30 263.19 308.83
Net Worth - 322.30 313.19 358.83
Current Liabilities
Trade Payables - 2.56 2.13 0.40
Other Current Liabilities - 36.41 36.78 37.62
Other Financial Liabilities - 0.00 0.00 0.00
Total (A) - 361.27 352.10 396.84
(B) Uses of Funds
Property, Plant and Equipment and
Intangible Assets - 4.41 5.73 7.06
Long Term Loans and Advances - 338.71 176.52 0.16
Other Tax Assets - 2.76 1.12 4.49
Other Non-Current Financial Assets - 0.10 0.10 100.00
Total Non-Current Assets - 345.98 183.47 111.72
Current Assets
Cash & Cash Equivalents - 3.97 8.00 36.60
Bank Balances - 0.00 150.00 240.00
Other Financial Assets - 0.00 0.68 0.74
Other Current Assets - 11.32 9.96 7.79
Total Current Assets - 15.29 168.64 285.13
Total (B) - 361.27 352.10 396.84
Particulars
Unaudited and
Limited reviewed
Financial Statements
for 9 months ended
December 31, 2024
Audited Financial Statements for the
Financial Year ended
2024 2023 2022
Total Revenue (₹ in lakh) 22.01 26.16 14.09 22.91
Profit/(Loss) after Tax (₹ in lakh) 11.83 9.11 -45.64 -46.17
Earnings Per Share (EPS) 17.94 1.82 -9.13 -9.23
Net Worth (₹ in lakh) - 322.30 313.19 358.83
----------------Page (18) Break----------------
Page 19 of 37
5.18. The Pre-Offer and Post-Offer Shareholding of the Target Company (based on emerging Equity and Voting Share
Capital), assuming full acceptance under this Offer is as specified below:
Shareholders’ Category
卨愀牥桯汤椀湧一
瘀漀琀楮最 物最桴猠灲楯爠
琀漀 琀桥 倀牥昀敲敮琀楡氠
䅬汯琀洀攀湴 愀湤
伀昀昀敲
䔀煵楴礀
卨愀牥猀爪漀琀楮最 物最桴猠
愀捱畩牥搠琀桲漀畧栠
倀牥昀敲敮琀楡氠
䅬汯琀洀攀湴 眀桩捨
琀物最最敲敤 漀昀昀 琀桥
卅䈀䤀 ⠀十匀吀⤀
剥最畬愀琀楯湳
䔀煵楴礀
卨愀牥猀米漀琀楮最 物最桴猠
琀漀 扥 愀捱畩牥搠椀渠
伀灥渠伀昀昀敲
⠀愀猀猀甀洀椀湧 昀畬氀
愀捣数琀愀湣敳⤠
卨愀牥桯汤椀湧士
瘀漀琀楮最 物最桴猠愀昀琀敲
倀牥昀敲敮琀楡氠
䅬汯琀洀攀湴 愀湤
伀昀昀敲 ⠀䄫䈀⬀䌩
⠀䄩 ⠀䈀⤀ ⠀䌩 ⠀䐩
乯⸀ 漀昀
䔀煵楴礀
卨愀牥猀
┠漀昀
䔀煵楴礀
卨愀牥桯
汤楮最
乯⸀ 漀昀
䔀煵楴礀
卨愀牥猀
┠漀昀
䔀砀灡湤敤
䔀煵楴礀
卨愀牥桯汤椀
湧
乯⸀ 漀昀
䔀煵椀琀礀
卨愀牥猀
┠漀昀
䔀砀灡湤攀
搠䔀煵楴礀
卨愀牥桯氀
摩湧
乯⸀ 漀昀
䔀煵楴礀
卨愀牥猀
┠漀昀
䔀砀灡湤攀
搠䔀煵楴礀
卨愀牥桯
汤楮最
⸀ 倀牯洀漀琀敲猀 ☠倀牯洀漀琀敲 䜀牯異
⠀愀⤀ 䔀砀楳琀楮最 倀牯洀漀琀敲
Vishal Pravin Thakkar 276990 55.40 0 0.00 0 0.00 276990 9.08
Hariprasad Anandkishore
Nevatia 0 0.00 0 0.00 0 0.00 0 0.00
Vandana Sudhir Nevatia 0 0.00 0 0.00 0 0.00 0 0.00
Kusum Nevatia 0 0.00 0 0.00 0 0.00 0 0.00
Sudha Nevatia 0 0.00 0 0.00 0 0.00 0 0.00
Mridula Pravin Nevatia 0 0.00 0 0.00 0 0.00 0 0.00
Harsh Hariprasad Nevatia 0 0.00 0 0.00 0 0.00 0 0.00
Sudhir Hariprasad Nevatia 0 0.00 0 0.00 0 0.00 0 0.00
Total 276990 55.40 0 0.00 0 0.00 276990 9.08
(b) Promoters other than (a) above
NA 0 0.00 0 0.00 0 0.00 0 0.00
Total 0 0.00 0 0.00 0 0.00 0 0.00
Total 1 (a+b) 276990 55.40 0 0.00 0 0.00 276990 9.08
2. Acquirer
Rajendra Kamalakant
Chodankar 0 0.00 1000000 32.79 793000 26.00 1793000 58.79
Total (2) 0 0.00 1000000 32.79 793000 26.00 1793000 58.79
3. Parties to Share Purchase Agreement other than 1(a) & 2
NA 0 0.00 0 0.00 0 0.00 0 0.00
Total (3) 0 0.00 0 0.00 0 0.00 0 0.00
4. Public (other than Parties to Agreement and Acquirer)
a. FIs/ MFs/FIIs/ Banks/SFIs
(Indicate names) 390 0.08
1550000 50.82 (793000) (26.00) 980010 32.13
b. Others 11140 2.23
Resident Individuals 202729 40.55
Bodies Corporate 4830 0.97
NRI 538 0.11
Others 3383 0.68
Total (a+b) (4) 223010 44.60 1550000 50.82 793000 26.00 980010 32.13
Grand Total (1+2+3+4) 500000 100.00 2550000 83.61 0 0.00 3050000 100.00
Notes:
i. Based on shareholding pattern filled with BSE for the quarter ending March 31, 2025.
ii. The Data within the bracket indicates sale of Equity Shares.
iii. As per the shareholding filed for the quarter ended March 31, 2025, there are 1196 Public Shareholders.
iv. All percentages are calculated on the emerging equity and voting share capital of the Target Company, as on 10th
working day after closing of tendering period.
5.19. Pursuant to this Offer and the preferential allotment, the Acquirer shall become the part of promoter/promoter group of
the Target Company in accordance with the provisions of Regulation 31A of the SEBI (LODR) Regulations.
----------------Page (19) Break----------------
Page 20 of 37
6. OFFER PRICE AND FINANCIAL ARRANGEMENTS
6.1. Justification of the Offer Price
6.1.1. The Equity Shares of the Target Company bearing ISIN ‘INE359D01024’are presently listed on the BSE bearing
Scrip ID ‘ILCML’.
6.1.2. The annualized trading turnover of the equity shares of the Target Company on BSE during the 12 calendar months
prior to the month of the Public Announcement i.e., May 01, 2024, to April 30, 2025 have been obtained from the
website of BSE i.e. www.bseindia.com, as below:
Stock
Exchange
Total no. of Equity Shares traded
during the 12 (twelve) calendar months
prior to the month of PA
Total no. of listed
Equity Shares
Annualized trading
turnover
(as % of shares listed)
BSE 38,064 5,00,000 7.61%
Based on the information provided above, the Equity Shares of the Target Company are infrequently traded in
accordance within the meaning of explanation provided in Regulation 2(1)(j) of the SEBI (SAST) Regulations.
6.1.3. The Offer Price of ₹ 71.00 (Rupees Seventy One Only) has been determined considering the parameters as set out
under Regulations 8(2) of the SEBI (SAST) Regulations, being highest of the following:
Sr.
No. Particulars
Price
(in ₹ per Equity share)
1. Negotiated Price under the Share Purchase Agreement attracting the obligations to make a Public Announcement for the Offer Not Applicable
2.
The volume-weighted average price paid or payable for acquisition(s)
by the Acquirer, during the 52 (fifty-two) weeks immediately
preceding the date of Public Announcement
Not Applicable
3.
The highest price paid or payable for any acquisition by the Acquirer,
during the 26 (twenty-six) weeks immediately preceding the date of
Public Announcement
₹ 㜀⸀
⠀刀甀瀀敥猀 卥瘀攀渀琀礀 伀渀攠伀渀氀礀⤀
㐮
The volume-weighted average market price of Equity Shares for a
period of 60 (sixty) trading days immediately preceding the date of
Public Announcement as traded on BSE where the maximum volume
of trading in the Equity Shares of the Target Company are recorded
during such period, provided such shares are frequently traded
Not Applicable
5.
Where the equity shares are not frequently traded, the price determined
by the Acquirer and the Manager to Offer taking into account valuation
parameters including, book value, comparable trading multiples, and
such other parameters as are customary for valuation of shares of such
companies
₹ 㜀 ⸀㜀⨀
⠀刀甀瀀敥猀 卥瘀攀渀琀礀 倀漀楮琠
卥瘀攀渀琀礀 佮攠伀渀氀礀⤀
㘮 The per share value computed under Regulation 8(5) of SEBI (SAST) Regulations, if applicable Not Applicable
* Mr. Rushabh Doshi, IBBI Registered Valuer bearing number ‘IBBI/RV/03/2022/15050’, having his office at
Dadar West, Mumbai-400028, through his Valuation Report dated May 13, 2025, has certified that the fair value
of the Equity Share of Target Company at ₹ 70.71 (Rupees Seventy Point Seven One Only) per Equity Share.
6.1.4. In view of the parameters considered and presented in the table above, in the opinion of the Acquirer and Manger
to the Offer, the Offer Price of ₹ 71.00 (Rupees Seventy One Only) per equity share being the highest of the prices
mentioned above is justified in terms of Regulation 8(2) of the SEBI (SAST) Regulations and is payable in cash.
6.1.5. No Complaint has been received by the ILCML i.e. Target Company or Bonanza Portfolio Limited i.e. Manager
to the Offer, in relation to the Open Offer and the Valuation.
6.1.6. As on date of this Draft Letter of Offer, there is no revision in Offer Price or Offer Size. In case of any revision in
the Offer Price or Offer Size, Acquirer would comply with Regulation 18 and all other applicable provisions of
SEBI (SAST) Regulations.
6.1.7. There have been no corporate actions by the Target Company warranting adjustment of any of the relevant price
parameters under Regulation 8(9) of the SEBI (SAST) Regulations. The Offer Price may be adjusted in the event
----------------Page (20) Break----------------
Page 21 of 37
of any corporate actions like bonus, rights issue, stock split, consolidation, dividend, demergers, reduction, etc.
where the record date for effecting such corporate actions falls between the date of this Draft Letter of Offer up to
3 (three) Working Days prior to the commencement of the Tendering Period of the Offer, in accordance with
Regulation 8(9) of the SEBI (SAST) Regulations.
6.1.8. The Acquirer shall disclose during the offer period, every acquisition made by them of any equity shares of the
Target Company, to the Stock Exchange and to the Target Company at its registered office within twenty-four
hours of such acquisition in accordance with Regulation 18(6).
6.1.9. In the event of any acquisition of Equity Shares by the Acquirer during the Offer Period, at a price higher than the
Offer Price, then the Offer Price will be revised upwards to be equal to or more than the highest price paid for such
acquisition in terms of Regulation 8(8) of the SEBI (SAST) Regulations. However, the Acquirer shall not acquire
any Equity Shares after the 3rd Working Day prior to the commencement and until the expiry of the Tendering
Period of this Offer.
6.1.10. As on the date of this Draft Letter of Offer, there is no revision in the Offer Price or Offer Size. An upward revision
to the Offer Price or to the Offer Size, if any, on account of competing offers or otherwise, may also be done at
any time prior to the commencement of 1 (one) Working Day before the commencement of the Tendering Period
in accordance with the provisions of Regulation 18(4) of the SEBI (SAST) Regulations. Such revision would be
done in compliance with other formalities prescribed under the SEBI (SAST) Regulations. In the event of such
revision, the Acquirer shall: (i) make corresponding increase to the escrow amount (ii) make an announcement in
the same newspapers in which this this Detailed Public Statement has been published; and (iii) simultaneously
notify the BSE, the SEBI, and the Target Company at its registered office of such revision.
6.1.11. If the Acquirer acquires Equity Shares during the period of 26 (twenty-six) weeks after the Tendering Period at a
price higher than the Offer Price, the Acquirer would pay the difference between the highest acquisition price and
the Offer Price, to all the Public Shareholders whose Equity Shares have been accepted in the Open Offer within
60 (Sixty) days from the date of such acquisition. However, no such difference shall be paid in the event that such
acquisition is made under another open offer under SEBI (SAST) Regulations, or pursuant to Securities and
Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, or open market purchases made in the
ordinary course on the stock exchanges, not being negotiated acquisition of Equity Shares of the Target Company
in any form.
6.2. Financial Arrangements
6.2.1. The maximum consideration payable by Acquirer to acquire 7,93,000 equity shares, representing 26.00% of the
emerging equity and voting share capital of the Target Company, at an offer price of ₹ 71.00/- (Rupees Seventy
One) per equity share, to the Public Shareholders of the Target Company, payable in cash, assuming full
acceptance aggregating to a maximum consideration of aggregating to an amount of ₹ 5,63,03,000 (Rupees Five
Crore Sixty Three Lakh Three Thousand Only).
6.2.2. In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer has opened an Escrow Account
in the name and style of ‘ILCML OPEN OFFER ESCROW ACCOUNT’ bearing Account No. 9047202361
with Kotak Mahindra Bank Limited and have deposited an amount of ₹ 1,41,00,000 (Rupees One Crore Forty One
Lakh Only) being more than 25% of the Offer Consideration payable under this Offer, assuming full acceptance.
6.2.3. The Acquirer have confirmed that they, have adequate financial resources to meet the financial requirements under
the Open Offer and have made firm arrangement for financial resources for fulfilling the payment obligations
under this Open Offer in terms of Regulation 25(1) of the SEBI (SAST) Regulations and are able to implement
this Open Offer. The Open Offer obligations shall be met by the Acquirer through their own internal resources and
no borrowings from any Bank/ Financial Institution or NRIs or otherwise is envisaged by the Acquirer for the
purpose of this open offer.
6.2.4. The Acquirer has duly empowered and authorized Bonanza Portfolio Limited, the Manager to the Offer, to operate
and realize the value of the Escrow Account and the Special Escrow Account in terms of the SEBI (SAST)
Regulations.
6.2.5. In terms of Regulation 25(1) of the SEBI (SAST) Regulations, the Acquirer has adequate financial resources and
has made firm financial arrangements for the implementation of the Offer in full out of their own sources/
Net-worth and no borrowings from any Bank and/ or Financial Institutions. Networth Certificate dated Tuesday,
May 13, 2025 from CA Chidanand Patil, (Membership No. 600337 partner at C C Patil & Co., Chartered
Accountant, FRN: 153916W, certifying the net worth of ₹ 20,35,14,789 /-(Rupees Twenty Crore Thirty Five Lakhs
----------------Page (21) Break----------------
Page 22 of 37
Fourteen Thousand Seven Hundred Eighty Nine Only) as on December 31, 2024 and that the Acquirer has
sufficient liquid resources to meet the full obligations of the Offer.
6.2.6. Based on the aforesaid financial arrangements and on the confirmations received from the Chartered Accountant,
the Manager to the Offer is satisfied, (a) about the adequacy of resources to meet the financial requirements for
the Open Offer and the ability of the Acquirer to implement the Open Offer in accordance with the SEBI (SAST)
Regulations; and (b) that firm arrangements for payment through verifiable means are in place to fulfill the Open
Offer obligations.
6.2.7. In case of upward revision of the Offer Price and/or the Offer Size, the Acquirer would deposit appropriate
additional amount into an Escrow Account to ensure compliance with Regulation 18(5) of the SEBI (SAST)
Regulations, prior to effecting such revision.
7. TERMS AND CONDITIONS OF THE OFFER
7.1 Operational Terms and Conditions
7.1.1 The Offer is being made by the Acquirer to: (a) all the Public Shareholders, whose names appear in the register of
members of the Target Company as of the close of business on the Identified Date; (b) the beneficial owners of
the Equity Shares whose names appear as beneficiaries on the records of the respective Depositories, as of the
close of business on the Identified Date; and (c) those persons who acquire the Equity Shares any time prior to the
Offer Closing Date but who are not the registered Public Shareholders. The LOF shall be sent to all Public
Shareholders holding Equity Shares whose names appear in the register of members of the Target Company and
the records of the respective Depositories on the Identified Date.
7.1.2 The Acquirer is making this Offer to all Public Shareholders to acquire upto 7,93,000 Equity Shares, constituting
26.00% of the Emerging Voting Equity and Share Capital, subject to the terms and conditions mentioned in the
PA, DPS and the DLOO.
7.1.3 In terms of the indicative schedule of major activities, the Tendering Period for the Open Offer is expected to
commence on Thursday, July 3, 2025 and close on Wednesday, July 16, 2025.
7.1.4 The Public Shareholders who tender their Equity Shares in this Open Offer shall ensure that they have good and
valid title on the Offer Shares. The Equity Shares tendered under this Open Offer shall be fully paid-up, free from
all liens, charges, equitable interests and encumbrances and shall be tendered together with all rights attaching
thereto, including all rights to dividends, bonuses and rights offers, if any, declared hereafter, and the tendering
Public Shareholders shall have obtained all necessary consents for them to sell the Equity Shares on the foregoing
basis.
7.1.5 This Open Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of SEBI
(SAST) Regulations.
7.1.6 This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
7.1.7 The marketable lot for the Equity Shares for the purpose of this Open Offer shall be ‘1’. Public Shareholders can
participate in the Offer by offering their shareholding in whole or in part.
7.1.8 The Letter of Offer specifying the detailed terms and conditions of the Offer along with the Form of Acceptance-
cum-Acknowledgement shall be sent through electronic means to those Public Shareholder(s) who have registered
their email ids with the depositories and also will be dispatched through physical mode by registered post / speed
post / courier to those Public Shareholder(s) who have not registered their email ids and to those Public
Shareholder(s) who hold Equity Shares in physical form. Further, on receipt of request from any Public
Shareholder to receive a copy of Letter of Offer in physical form, the same shall be provided. In case of non-receipt
of LOF and the Acceptance Form, please follow the procedure mentioned in paragraph 8.20.
7.1.9 Non-receipt or delayed receipt of the Letter of Offer by any person, or accidental omission to dispatch this Letter
of Offer to any shareholder, shall not invalidate the Offer in any way. The last date by which the Letter of Offer
would be dispatched to each of the Public Shareholders is Thursday, June 26, 2025. In terms of Regulation 18 (2)
the letter of offer shall be dispatched to the shareholders whose names appear on the register of members of the
Target Company as of the identified date. Every person holding shares, regardless of whether he held shares on
the identified date or has not received the letter of offer, shall be entitled to tender such shares in acceptance of the
open offer
----------------Page (22) Break----------------
Page 23 of 37
7.1.10 The Public Shareholders who tender their Equity Shares under the Offer shall ensure that the Equity Shares are
free and clear from all liens, charges and encumbrances and shall ensure that such Equity Shares when acquired
by the Acquirer will be acquired free and clear from all liens, charges and encumbrances and together with all
rights attached thereto, including but not limited to the rights to all dividends, bonus and rights declared thereafter
7.1.11 Public Shareholders to whom the Offer is being made are free to offer their shareholding in the Target Company
in whole or in part while accepting the Offer. The acceptance must be unconditional and should be absolute and
unqualified. In the event any change or modification is made to the Form of Acceptance-cum-Acknowledgement
or if any condition is inserted therein by a Public Shareholder, the Manager to the Offer, Acquirer reserve the right
to reject the acceptance of this Offer from such Public Shareholder.
7.1.12 In terms of Regulation 18(9) of the SEBI (SAST) Regulations, the Equity Shareholders who tender their Equity
Shares in acceptance of this Offer shall not be entitled to withdraw such acceptance during the Tendering Period.
7.1.13 The Acquirer reserve the right to revise the Offer Price and/or the number of Offer Shares upwards at any time
prior to the commencement of 1 Working Day prior to the commencement of the Tendering Period, i.e., upto
Wednesday, July 2, 2025, in accordance with the SEBI (SAST) Regulations. In the event of such revision, in terms
of Regulation 18(5) of the SEBI (SAST) Regulations, the Acquirer shall (i) make a corresponding increase to the
escrow amount, (ii) make an announcement in the Newspapers, and (iii) simultaneously notify BSE Limited, SEBI
and the Target Company at its registered office. In case of any revision of the Offer Price, the Acquirer would pay
such revised price for all the Equity Shares validly tendered at any time during the Offer and accepted under the
Offer in accordance with the terms of the Letter of Offer.
7.1.14 The instructions, authorizations and provisions contained in the Form of Acceptance-cum- Acknowledgement
constitute an integral part of the Letter of Offer. The Public Shareholders can write to the Registrar to the Offer/
Manager to the Offer requesting for the Letter of Offer along with the Form of Acceptance. Alternatively, the
Letter of Offer along with the Form of Acceptance will also be available at SEBI’s website (www.sebi.gov.in),
and the Public Shareholders can also apply by downloading such forms from the website.
7.1.15 Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court
cases/attachment orders/restriction from other statutory authorities wherein the Public Shareholder may be
precluded from transferring the Equity Shares during the pendency of the said litigation, are liable to be rejected.
7.1.16 All the Equity Shares validly tendered under this Offer will be acquired by the Acquirer in accordance with the
terms and conditions set forth in this Letter of Offer, and other Offer Documents, to the extent of the Offer Size.
In the event that the aggregate of the Equity Shares tendered in this Offer by the Shareholders are more than the
Equity Shares to be acquired in this Offer, the acquisition of the Equity Shares from each Shareholder will be on
a proportionate basis in consultation with the Manager to the Offer, taking care to ensure that the basis of
acceptance is decided in a fair and equitable manner and does not result in non-marketable lots.
7.2 Locked-in Shares
As on date of this Draft Letter of Offer, as per the shareholding pattern filed for the quarter ended March 31, 2025, none
of the Equity Shares of the Target Company are subject to lock-in. There shall be no discrimination in the acceptance of
locked-in (subject to continuation of the residual lock-in period in the hands of the Acquirer) and non locked-in Equity
Shares in the Offer.
7.3 Eligibility for accepting the Offer
7.3.1. All the Public Shareholders and/or beneficial owners, registered or unregistered, of the Target Company, except
the parties to the Share Purchase Agreement including persons deemed to be acting in concert with such Parties,
whether holding the Equity Shares in physical form or dematerialized form are eligible to participate in this Offer
at any time during the tendering period for this Open Offer.
7.3.2. A copy of the LOO (along with Form of Acceptance cum Acknowledgement) will also be available on SEBI’s
website at www.sebi.gov.in and on the website of Manager to the offer at www.bonanzaonline.com. In case of
non-receipt of the Letter of Offer, the Public Shareholders may download LOO from SEBI’s website or Manager
to the offer’s website.
7.3.3. The Acquirer has appointed Purva Sharegistry (India) Private Limited, as the Registrar to the Offer, having its
office at Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel East, Mumbai-
400011, Maharashtra, India, with contact number: +91 022 49614132, Email: support@purvashare.com and
----------------Page (23) Break----------------
Page 24 of 37
website: www.purvashare.com. The Contact Person Ms. Deepali Dhuri can be contacted from 10:00 a.m. to 5:00
p.m. on working days (except Saturdays, Sundays and all public holidays).
7.3.4. Unregistered Public Shareholders, those who hold in street name and those who apply in plain paper will not be
required to provide any indemnity. They may follow the same procedure mentioned above for registered Public
Shareholders.
7.3.5. The acceptance of this Offer by the Public Shareholders of Target Company must be absolute and unqualified.
Any acceptance to this Offer which is conditional or incomplete in any respect will be rejected without assigning
any reason whatsoever.
7.3.6. The acceptance of this offer is entirely at the discretion of the Public Shareholder(s) /Beneficial owner(s) of the
Target Company.
7.3.7. The Acquirer, Manager to the Offer or Registrar to the Offer will not be responsible for any loss of share
certificate(s) and the Offer acceptance documents during transit and the Shareholders are advised to adequately
safeguard their interest in this regard.
7.3.8. The acceptance of Equity Shares tendered in this Offer will be made by the Acquirer in consultation with the
Manager to the Offer.
7.3.9. The instructions, authorizations and provisions contained in the Form of Acceptance constitute part of the terms
of this Offer.
7.4 Statutory Approvals and conditions of the Offer
7.4.1 As on the date of this DLOO, to the best of knowledge of the Acquirer, there are no statutory approvals required
to acquire the equity shares tendered pursuant to this Offer. However, in case of any such statutory approvals are
required by the Acquirer later before the expiry of the Tendering Period, this Offer shall be subject to such
approvals and the Acquirer shall make the necessary applications for such statutory approval.
7.4.2 All Public Shareholders, including non-resident holders of Equity Shares, must obtain all requisite approvals
required, if any, to tender the Offer Shares (including without limitation, the approval from the Reserve Bank of
India) and submit such approvals, along with the other documents required to accept this Offer. In the event such
approvals are not submitted, the Acquirer reserve the right to reject such Equity Shares tendered in this Offer.
Further, if the holders of the Equity Shares who are not persons resident in India had required any approvals
(including from the Reserve Bank of India, or any other regulatory body) in respect of the Equity Shares held by
them, they will be required to submit such previous approvals, that they would have obtained for holding the
Equity Shares, to tender the Offer Shares, along with the other documents required to be tendered to accept this
Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Offer Shares.
7.4.3 In case of delay in receipt of any statutory approval, SEBI may, if satisfied that delayed receipt of the requisite
approvals was not due to any wilful default or neglect of the Acquirer or the failure of the Acquirer to diligently
pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirer agreeing
to pay interest to the Public Shareholders as directed by SEBI, in terms of Regulation 18(11) of the SEBI (SAST)
Regulations. Further, if a delay occurs on account of wilful default by the Acquirer in obtaining the requisite
approvals, Regulation 17(9) of the SEBI (SAST) Regulations will also become applicable and the amount lying in
the Escrow Account shall become liable for forfeiture.
7.4.4 Further, where any statutory approval extends to some but not all the Public Shareholders, Acquirer shall have the
option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in
order to complete this Offer.
7.4.5 Public Shareholders classified as OCBs, if any, may tender the Equity Shares held by them in the Open Offer
subject to receipt of approval from the RBI under FEMA and the regulations made thereunder. Such OCBs shall
approach the RBI independently to seek approval for tendering the Equity Shares held by them in the Open Offer.
7.4.6 In terms of Regulation 23(1) of the SEBI (SAST) Regulations, if the approvals mentioned in Paragraph VII (A)
are not satisfactorily complied with or any of the statutory approvals are refused, the Acquirer have a right to
withdraw the Offer. In the event of withdrawal, the Acquirer, through the Manager to the Offer, shall within 2
(Two) Working Days of such withdrawal, make an announcement stating the grounds for the withdrawal in
accordance with Regulation 23(2) of the SEBI (SAST) Regulations, in the same newspapers in which the Detailed
----------------Page (24) Break----------------
Page 25 of 37
Public Statement was published, and such announcement will also be sent to SEBI, BSE, and the Target Company
at its registered office.
7.4.7 The Acquirer shall, within ten (10) working days from the last date of the Tendering Period of the Offer, complete
all requirements under the SEBI (SAST) Regulations and other applicable law relating to the Offer including
payment of consideration to the Public Shareholders who have validly tendered their acceptance to the Offer and
for that purpose open a special account provided under Regulation 21(1).
8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER
8.1. The Acquirer have appointed Purva Sharegistry (India) Private Limited, as the Registrar to the Offer, having office at
Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel East, Mumbai-400011,
Maharashtra, India, with contact number: +91 022 49614132, Email: support@purvashare.com and website:
www.purvashare.com. The Contact Person Ms. Deepali Dhuri can be contacted from 10:00 a.m. to 5:00 p.m. on working
days (except Saturdays, Sundays and all public holidays), during the Tendering Period.
8.2. The Open Offer will be implemented by the Acquirer through the Stock Exchange Mechanism made available by the
Stock Exchange in the form of a separate window, in accordance with SEBI (SAST) Regulations and the SEBI Circular
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, as amended from time to time, read with the SEBI Circular
CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, as amended from time to time and SEBI Circular SEBI/HO/CFD/
DCR-III/CIR/P/2021/615 dated August 13, 2021 and SEBI master circular SEBI/HO/CFD/PoD-1/P/ CIR/2023/31 dated
February 16, 2023, as amended from time to time.
8.3. BSE Limited shall be the designated stock exchange for the purpose of tendering Equity Shares in this Offer (“Designated
Stock Exchange”).
8.4. The facility for acquisition of Equity Shares through stock exchange mechanism pursuant to this Offer shall be available
on the BSE Limited, in the form of a separate window (‘Acquisition Window’).
8.5. The Letter of Offer and Form of Acceptance will be sent to the Public Shareholders whose names appear on the register
of members of the Target Company and to the beneficial owners of the Equity Shares whose names appear in the beneficial
records of the respective Depositories, as of the close of business on the Identified Date.
8.6. The Public Announcement, the Detailed Public Statement, this Draft Letter of Offer, Letter of Offer and Form of
Acceptance would also be available on SEBI website (www.sebi.gov.in). In case of non-receipt of the Letter of Offer and
Form of Acceptance, all the Public Shareholders, including those who have acquired Equity Shares of the Target Company
after the Identified Date, if they so desire, may download the same from the aforesaid website or obtain a copy of the
same from the Registrar to the Offer on providing suitable documentary evidence of holding of the Equity Shares of the
Target Company.
8.7. The Acquirer have appointed Nikunj Stock Brokers Limited (‘Buying Broker’) through whom the purchases and
settlements on account of this Offer would be made by the Acquirer. The contact details of the Buying Broker are as
follows:
Name Nikunj Stock Brokers Limited
Address A-92, Ground Floor, Left Portion, Kamla Nagar, 110 007 New Delhi, India
Contact Details +91-011-47030017 -18/ 8700240043
Email Address complianceofficer@nikunjonline.com
Contact Person Mr. Pradeep Kumar Sultania
SEBI Regn No. INZ000169335
8.8. All the Public Shareholders who desire to tender their Equity Shares under the Offer should consult with their depository
participants and their respective stock brokers (“Selling Broker(s)”) well in advance to understand the process and
methodology in relation to tendering of the Equity Shares through the Stock Exchange during the Tendering Period.
8.9. During the Tendering Period, the tender of the Equity Shares by the Public Shareholders in this Offer will be placed
through their respective Selling Brokers during normal trading hours of the secondary market.
8.10. Separate Acquisition window will be provided by BSE Limited to facilitate placing of sell orders. The Selling Brokers
can enter orders for demat Equity Shares as well as physical Equity Shares.
8.11. The Public Shareholders can tender their Equity Shares only through Selling Broker(s) with whom such shareholder is
registered as client (and has complied with the relevant ‘Know Your Client’ procedures and guidelines).
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8.12. Public Shareholders have to ensure that their Equity Shares are made available to their seller brokers in order to mark the
lien before the closure of the Tendering Period. The lien marked against unaccepted Equity Shares will be released, if
any, or would be returned by registered post or by ordinary post or courier (in case of physical shares) at the Public
Shareholders’ sole risk. Public Shareholders should ensure that their depository account is maintained till all formalities
pertaining to the Offer are completed.
8.13. In the event the Shareholder Broker(s) of Public Shareholders is not registered with BSE Limited, then the Public
Shareholders can approach any BSE registered stock broker and can register themselves by using quick unique client
code (“UCC”) facility through the BSE registered stock broker (after submitting all details as may be required by such
BSE Registered stock broker in compliance with the applicable law). In case the Public Shareholders are unable to register
using quick UCC facility through any other BSE registered stock broker, Public Shareholder may approach the Buying
Broker i.e., Nikunj Stock Brokers Limited, to place their bids
8.14. The cumulative quantity tendered shall be displayed on the stock exchange website i.e. www.bseindia.com throughout
the trading session at specific intervals by the stock exchange during the Tendering Period.
8.15. Procedure for Equity Shares held in physical form
8.15.1 As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations and SEBI’s press release dated
December 3, 2018, bearing reference no. PR 49/2018, requests for transfer of securities shall not be processed
unless the securities are held in dematerialised form with a depository with effect from April 01, 2019. However,
in accordance with the SEBI bearing reference number SEBI/HO/CFD/ CMD1/CIR/P/2020/144 dated July 31,
2020 and SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023, shareholders
holding securities in physical form are allowed to tender shares in an Open Offer. Such tendering shall be as per
the provisions of the SEBI (SAST) Regulations. Accordingly, Public Shareholders holding Equity Shares in
physical form as well are eligible to tender their Equity Shares in this Open Offer as per the provisions of the SEBI
(SAST) Regulations.
8.15.2 The Public Shareholders who are holding physical Equity Shares and intend to participate in the Offer will be
required to approach their respective Selling Broker along with the complete set of documents for verification
procedures to be carried out including.
a) The Form of Acceptance-cum-Acknowledgement duly signed (by all Public Shareholders in case shares are
in joint names) in the same order in which they hold the Equity Shares;
b) Original share certificates;
c) 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 Target Company and duly witnessed at
the appropriate place authorizing the transfer in favor of the Acquirer;
d) Self-attested copy of the Shareholder's PAN Card (in case of joint holders, PAN card copy of all transferors);
e) Any other relevant documents such as (but not limited to)
Duly attested power of attorney if any person other than the Equity Shareholder has signed the relevant
Form of Acceptance-cum-Acknowledgement
Notarized copy of death certificate / succession certificate or probated will, if the original Shareholder
has deceased
Necessary corporate authorizations (including board resolution/ specimen signature) etc., in case of
companies.
8.15.3 In addition to the above, if the address of the Shareholder has undergone a change from the address registered in
the register of members of the Target 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 or
passport.
8.15.4 Based on these documents, the Selling Broker(s) should place bids on behalf of the Public Shareholder holding
Equity Shares in physical form who wishes to tender Equity Shares in the Open Offer, using the acquisition
window of BSE. Upon placing the bid, the Selling Broker shall provide a Transaction Registration Slip (“TRS”)
generated by the Stock Exchange bidding system to the Public Shareholder. The TRS will contain the details of
the order submitted like folio number, certificate number, distinctive number of Equity Shares tendered etc.
8.15.5 After placement of order, as mentioned in paragraph 8.15.4, the Selling Broker/Public Shareholders must ensure
delivery of the Form of Acceptance-cum-Acknowledgement, TRS, original share certificate(s), valid share transfer
form(s) and other documents (as mentioned in paragraph 8.15.2 either by registered post/speed post or courier or
hand delivery to the Registrar to the Offer (at the address mentioned on the cover page on or before the Offer
Closing Date (by 5.00 p.m.). The envelope should be superscribed as “The Indian Link Chain Manufactures
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Limited – Open Offer”. One copy of the TRS along with supporting documents will be retained by Registrar to
the Offer and it will provide acknowledgement of the same to the Selling Broker in case of hand delivery.
8.15.6 Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted unless
the complete set of documents is submitted. Acceptance of the physical Equity Shares by the Acquirer shall be
subject to verification as per the SEBI (SAST) Regulations, 2011 and any further directions issued in this regard.
Registrar to the Offer will verify such bids based on the documents submitted on a daily basis and till such time
the stock exchange shall display such bids as unconfirmed physical bids. Once, Registrar to the Offer confirms the
bids it will be treated as “Confirmed Bids”. Physical share certificates and other relevant documents should not be
sent to Acquirer, Target Company or the Manager.
8.15.7 The Registrar to the Offer will hold in trust the share certificate(s) and other documents (as mentioned in this
paragraph 8.15.2 of this Draft Letter of Offer) until the Acquirer complete their obligations under the Open Offer
in accordance with the SEBI (SAST) Regulations.
8.15.8 All documents as mentioned above, shall be enclosed with the Form of Acceptance, otherwise the Equity Shares
tendered will be liable for rejection. The Equity Shares shall be liable for rejection on the following grounds
amongst others
(a) If there is any other company’s equity share certificate(s) enclosed with the Form of Acceptance instead of
the Equity Share certificate(s) of the Target Company;
(b) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Public
Shareholders;
(c) If the Public Shareholders tender Equity Shares but the Registrar to the Offer does not receive the Equity
Share certificate(s);
(d) In case the signature on the Form of Acceptance and Form SH-4 does not match as per the specimen signature
recorded with Target Company/registrar of the Target Company.
8.15.9 In case any person has submitted Equity Shares in physical form for dematerialisation, such Shareholders should
ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can
participate in the Offer before the Offer Closing Date.
8.16. Procedure for tendering the Equity Shares held in dematerialized form
8.16.1. The Public Shareholders who are holding the Equity Shares in demat form and who desire to tender their Equity
Shares in this Offer shall approach their Selling Broker/ Seller Member, indicating details of Equity Shares they
wish to tender in this Offer. Public Shareholders should tender their Equity Shares before market hours close on
the last day of the Tendering Period.
8.16.2. The Public Shareholders shall submit delivery instruction slip duly filled-in specifying the appropriate market
type in relation to the “Open Offer” and execution date along with all other details to their respective Selling
Broker so that the shares can be tendered in the Offer.
8.16.3. The Seller Member would be required to place a bid on behalf of the Public Shareholders who wish to tender
their Equity Shares in this Offer using the Acquisition Window of the BSE Limited. Before placing the order/bid,
the Selling Broker would be required to tender the Demat Shares by using the settlement number and the
procedure prescribed by the Indian Clearing Corporation Limited (“Clearing Corporation”).
8.16.4. The lien shall be marked by the Selling Broker in the demat account of the Public Shareholder for the Equity
Shares tendered in the Open Offer. Details of such Equity Shares marked as lien in the demat account of the
Public Shareholder shall be provided by the depositories to the Clearing Corporation. The details of settlement
number shall be informed in the issue opening circular/ notice that will be issued by BSE/ Clearing Corporation
before the Bid Opening Date. In case, the shareholders demat account is held with one depository and clearing
member pool and Clearing Corporation account is held with other depository, shares shall be blocked in the
shareholders demat account at source depository during the tendering period. Inter depository tender offer
(‘IDT’) instructions shall be initialled by the eligible shareholders at source depository to clearing member/
Clearing Corporation account at target depository. Source depository shall block the shareholder’s securities
(i.e., transfers from free balance to blocked balance) and send IDT message to target depository for confirming
creation of lien. Details of shares blocked in the shareholders' demat account shall be provided by the target
depository to the Clearing Corporation.
8.16.5. For Custodian Participant, orders for Equity Shares in demat form early pay-in is mandatory prior to confirmation
of order by custodian. The custodian shall either confirm or reject the orders not later than the time provided by
stock exchange on the last day of tendering period. Thereafter, all unconfirmed orders shall be deemed to be
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rejected. For all confirmed Custodian Participant orders, order modification shall revoke the custodian
confirmation and the revised order shall be sent to custodian again for confirmation.
8.16.6. Upon placing the order, the Selling Broker(s) shall provide Transaction Registration Slip (“TRS”) generated by
the stock exchange bidding system to the Shareholder. TRS will contain details of order submitted like bid ID
No., DP ID, client ID, no. of Equity Shares tendered etc. On receipt of TRS from the respective Seller Broker,
the Public Shareholder has successfully placed the bid in the Offer. In case of non-receipt of the completed
Tender Form and other documents, but lien marked on Equity Shares and a valid bid in the exchange bidding
system, the bid by such Public Shareholder shall be deemed to have been accepted.
8.16.7. The details of settlement number for early pay-in of Equity Shares shall be informed in the issue opening circular
that will be issued by the Stock Exchange / Clearing Corporation, before the opening of the Offer.
8.16.8. In case any person has submitted Equity Shares in physical form for dematerialization, such Public Shareholders
should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they
can participate in the Offer before the Offer Closing Date.
8.16.9. Upon finalization of the entitlement, only accepted quantity of Equity Shares shall be debited from the demat
account of the Public Shareholders and shall be transferred to Clearing Corporations. The lien marked against
unaccepted shares shall be released post finalization of entitlement on settlement date.
8.16.10. The Public Shareholders will have to ensure that they keep the depository participant (“DP”) account active and
unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorated Open Offer.
Further, Public Shareholders will have to ensure that they keep the bank account attached with the DP account
active and updated to receive credit remittance due to acceptance of equity shares under the Open Offer.
8.16.11. In case of receipt of Shares in the special account of the Clearing Corporation and a valid bid in the exchange
bidding system, the Open Offer shall be deemed to have been accepted, for Demat Shareholders.
8.16.12. The Clearing Corporation will hold in trust the lien marked on the Offer Shares until the Acquirer complete their
obligations under the Open Offer in accordance with the SEBI (SAST) Regulations.
8.16.13. The Public Shareholders holding shares in Demat mode are not required to fill any Form of Acceptance-cum-
Acknowledgement, unless required by their respective Selling Broker.
8.16.14. All non-resident Public Shareholders (i.e., Public Shareholders not residing in India including NRIs, OCBs and
FPIs) are mandatorily required to fill the Form of Acceptance. The non-resident Public Shareholders holding
Equity Shares in Demat mode, directly or through their respective Selling Brokers, are required to send the Form
of Acceptance along with the required documents to the Registrar to the Offer at its address given on the cover
page of the Letter of Offer. The envelope should be super scribed as “The Indian Link Chain Manufactures
Limited - Open Offer”. The detailed procedure for tendering Equity Shares will be included in the Form of
Acceptance.
8.17. The Equity Shares and all other relevant documents should be sent to the Registrar to the Offer and not to the
Acquirer or to THE INDIAN LINK CHAIN MANUFACTURES LIMITED or to the Manager to the Offer.
8.18. The Public Shareholders holding Equity Shares in physical mode will be required to fill the respective Form of
Acceptance-cum-Acknowledgement. Detailed procedure for tendering Equity Shares has been included in the Form of
Acceptance-cum-Acknowledgement.
8.19. Modification / cancellation of orders will not be allowed during the period the Offer is open.
8.20. Procedure for tendering the shares by unregistered shareholders and/or in case of non-receipt of Letter of Offer
Persons who have acquired Equity Shares but whose names do not appear in the register of members of the Target
Company on the Identified Date, or unregistered owners or those who have acquired Equity Shares after the
Identified Date, or those who have not received the Letter of Offer, may also participate in this Offer. A Shareholder
may participate in the Offer by approaching their broker and tender Equity Shares in the Open Offer as per the
procedure mentioned in this Letter of Offer or in the Form of Acceptance–cum Acknowledgement.
The Letter of Offer along with Form of Acceptance-cum-Acknowledgement will be dispatched to all the Public
Shareholders of the Target Company as of the Identified Date.
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In case of non-receipt of the Letter of Offer, such Public Shareholders of the Target Company may download the
same from the SEBI website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer on
providing suitable documentary evidence of holding of the Equity Shares of the Target Company.
Alternatively, in case of non-receipt of the Letter of Offer, shareholders holding shares may participate in the Offer
by providing their application in plain paper in writing signed by all shareholder, stating name, address, number of
shares held, client ID number, DP name, DP ID number, number of shares tendered and other relevant documents
such as physical share certificate and Form SH-4 in case of shares being held in physical form. Such shareholders
have to ensure that their order is entered in the electronic platform to be made available by BSE before the closure
of the Offer. It may be noted that no indemnity is required from the unregistered shareholders.
Non-receipt of this Letter of Offer by, or accidental omission to dispatch this Letter of Offer to any shareholder,
shall not invalidate the Offer in any way.
The acceptance of the Offer made by the Acquirer is entirely at the discretion of the Shareholders of the Target
Company. The Acquirer do not accept any responsibility for the decision of any Shareholder to either participate or
to not participate in the Offer. The Acquirer will not be responsible in any manner for any loss of share certificate(s)
and other documents during transit and the Shareholders are advised to adequately safeguard their interest in this
regard.
9. ACCEPTANCE OF EQUITY SHARES
9.1 The Registrar shall provide details of order acceptance to Clearing Corporation within the specified timelines.
9.2 In the event that the number of Equity Shares (including demat Equity Shares, physical Equity Shares and locked-
in Equity Shares) validly tendered by the Shareholders under this Offer is more than the number of Offer Shares,
the Acquirer shall accept those Equity Shares validly tendered by the Shareholders on a proportionate basis in
consultation with the Manager, taking care to ensure that the basis of acceptance is decided in a fair and equitable
manner and does not result in non-marketable lots, provided that acquisition of Equity Shares from a Shareholder
shall not be less than the minimum marketable lot. The marketable lot of The Indian Link Chain Manufactures
Limited is 01 (One) Equity Share.
9.3 In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise, Acquirer will have the
authority to decide such final allocation with respect to such rounding-off or any excess of Equity Shares or any
shortage of Equity Shares.
10. SETTLEMENT PROCESS AND PAYMENT OF CONSIDERATION
10.1 On closure of the Tendering Period, reconciliation for acceptances shall be conducted by the Manager to the Offer
and the Registrar to the Offer and the final list shall be provided to the Stock Exchange to facilitate settlement on
the basis of Shares transferred to the Clearing Corporation.
10.2 The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.
Selling Broker(s) should use the settlement number to be provided by the Clearing Corporation to transfer the
Equity Shares in favour of the Clearing Corporation.
10.3 The Acquirer shall pay the consideration payable towards purchase of the Offer Shares accepted under the Open
Offer, to the Buying Broker who in turn will transfer the funds to the Clearing Corporation, on or before the pay-
in date for settlement as per the secondary market mechanism. For the Offer Shares acquired in dematerialised
form, the Public Shareholders will receive the consideration in their bank account attached to the depository
account from the Clearing Corporation. If bank account details of any Public Shareholders are not available or if
the fund transfer instruction is rejected by the Reserve Bank of India (“RBI”) or the relevant bank, due to any
reason, then the amount payable to the relevant Public Shareholder will be transferred to the concerned Selling
Broker for onward transfer to such Public Shareholder. For the Offer Shares acquired in physical form, the Clearing
Corporation will release the funds to the Selling Broker as per the secondary market mechanism for onward transfer
to Public Shareholders.
10.4 In case of certain client types viz. NRI, Foreign Clients etc. (where there are specific RBI and other regulatory
requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out would be
given to their respective Selling Broker’s settlement accounts for releasing the same to their respective
Shareholder’s account onwards.
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10.5 The Public Shareholders will have to ensure that they keep the DP account active and unblocked so that lien can
be released in case of rejection or non–acceptance of the shares under the Open Offer. The Public Shareholders
holding Equity Shares in dematerialized form will have to ensure that they update their bank account details with
their correct account number used in core banking and IFSC codes.
10.6 The Equity Shares acquired in dematerialised form would either be transferred directly to the account of the
Acquirer provided it is indicated by the Buying Broker or it will be transferred by the Buying Broker to the account
of the Acquirer on receipt of the Offer Shares pursuant to the clearing and settlement mechanism of Stock
Exchange. Equity Shares acquired in physical form will be transferred directly to the Acquirer by the Registrar to
the Offer.
10.7 Details in respect of acceptance for Open Offer process will be provided to the Clearing Corporation by the
Company or Registrar to the Open Offer. On receipt of the same, Clearing Corporations will cancel the excess or
unaccepted blocked shares in the demat account of the shareholder. On settlement date, all blocked shares
mentioned in the accepted bid will be transferred to the Clearing Corporations.
10.8 Upon finalization of the entitlement, only accepted quantity of shares shall be debited from the demat account of
the public shareholders. In case of unaccepted dematerialised Offer Shares, if any, tendered by the Public
Shareholders, the lien marked against unaccepted offer shares shall be released by the Clearing Corporation, as
part of the exchange pay-out process. Offer Shares tendered in physical form will be returned to the respective
Public Shareholders directly by Registrar to the Offer.
10.9 In the case of inter depository, Clearing Corporations will cancel the excess or unaccepted shares in target
depository. Source depository will not be able to release the lien without a release of IDT message from target
depository. Further, release of IDT message shall be sent by target depository either based on cancellation request
received from Clearing Corporations or automatically generated after matching with bid accepted detail as received
from the Company or the Registrar to the Open Offer. Post receiving the IDT message from target depository,
source Depository will cancel/release excess or unaccepted block shares in the demat account of the shareholder.
Post completion of Tendering Period and receiving the requisite details viz., demat account details and accepted
bid quantity, source depository shall debit the securities as per the communication/message received from target
depository to the extent of accepted bid shares from shareholder’s demat account and credit it to Clearing
Corporation settlement account in target depository on settlement date.
10.10 In the event of any rejection of transfer to the Demat account of the Public Shareholder for any reason, the Demat
Equity Shares shall be released to the securities pool account of their respective Selling Broker, and the Selling
Broker will thereafter transfer the balance Equity Shares to the respective Public Shareholders.
10.11 The Target Company is authorized to split the share certificate and issue a new consolidated share certificate for
the unaccepted Equity Shares in case the Equity Shares accepted are less than the Equity Shares tendered in the
Open Offer by the Public Shareholders holding Equity Shares in the physical form. Once the basis of acceptance
is finalised, the lien marked against unaccepted shares shall be released.
10.12 Any excess physical Equity Shares, including to the extent tendered but not accepted, will be returned by Speed /
registered post back to the Public Shareholder(s) directly by Registrar to the Open Offer. Unaccepted share
certificate(s), transfer deed(s) and other documents, if any, will be returned by Speed / registered post at the
registered Public Shareholders’/unregistered owners’ sole risk to the sole/first Public Shareholder/unregistered
owner.
10.13 Public Shareholders who intend to participate in the Offer should consult their respective Selling Broker for any
cost, applicable taxes, charges, and expenses (including brokerage) that may be levied by the Selling Broker upon
the selling shareholders for tendering Equity Shares in the Offer (secondary market transaction). The Offer
consideration received by the Public Shareholders, in respect of accepted Equity Shares, could be net of such costs,
applicable taxes, charges and expenses (including brokerage) and the Acquirer and the Manager to the Open Offer
accept no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred
solely by the Public Shareholders.
10.14 Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court
cases/attachment orders/restriction from other statutory authorities wherein the Public Shareholder may be
precluded from transferring the Equity Shares during pendency of the said litigation are liable to be rejected if
directions/orders regarding these Equity Shares are not received together with the Equity Shares tendered under
the Offer.
10.15 Buying Broker would also issue a contract note to Acquirer for the Equity Shares accepted under the Offer.
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10.16 Once the basis of acceptance is finalized, the Clearing Corporation would facilitate clearing and settlement of
trades by transferring the required number to Acquirer. The Buying Broker will transfer the funds pertaining to
the Offer to the Clearing Corporation’s bank account as per the prescribed schedule.
10.17 The Acquirer intend to complete all formalities, including the payment of consideration to the Public Shareholders
of the Target Company whose shares have been accepted in the Offer, within a period of 10 (Ten) Working Days
from the closure of the Tendering Period, and for this purpose, open a special account as provided under Regulation
21(1) of the SEBI (SAST) Regulations, 2011 and will thereafter transfer the consideration to their respective Equity
Shareholders. The Equity Shareholders will be required to independently settle fees, dues, statutory levies or other
charges (if any) with their Selling Brokers.
10.18 In case of delay in receipt of any statutory approval(s), SEBI has the power to grant extension of time to Acquirer
for payment of consideration to the shareholders of the Target Company who have accepted the Open Offer within
such period, subject to Acquirer agreeing to pay interest for the delayed period if directed by SEBI in terms of
Regulation 18(11) of the SEBI (SAST) Regulations.
11. NOTE ON TAXATION
THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT PROVISIONS
OF THE INCOME-TAX ACT, 1961 (AS AMENDED BY FINANCE ACT, 2022), THE REGULATIONS THEREUNDER
AND THE FINANCE BUDGET OF 2024.
THE LEGISLATIONS, THEIR JUDICIAL INTERPRETATION AND THE POLICIES OF THE REGULATORY
AUTHORITIES ARE SUBJECT TO CHANGE FROM TIME TO TIME, AND THESE MAY HAVE A BEARING ON THE
IMPLICATIONS LISTED BELOW. ACCORDINGLY, ANY CHANGE OR AMENDMENTS IN THE LAW OR RELEVANT
REGULATIONS WOULD NECESSITATE A REVIEW OF THE BELOW.
THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, ARE SUBJECT TO CHANGE OR
MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS.
ANY SUCH CHANGES COULD HAVE DIFFERENT INCOME-TAX IMPLICATIONS.
THIS NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT
A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY
SHARES.
THE IMPLICATIONS ARE ALSO DEPENDENT ON THE ELIGIBLE EQUITY SHAREHOLDERS FULFILLING THE
CONDITIONS PRESCRIBED UNDER THE PROVISIONS OF THE RELEVANT SECTIONS UNDER THE RELEVANT
TAX LAWS. IN VIEW OF THE PARTICULARISED NATURE OF INCOME-TAX CONSEQUENCES, ELIGIBLE EQUITY
SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX PROVISIONS
INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE TAX OFFICERS IN THEIR CASE
AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE.
THE ACQUIRER DO NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF SUCH
ADVICE. THEREFORE, ELIGIBLE EQUITY SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE
SUMMARY OF INCOME-TAX IMPLICATIONS, RELATING TO THE TREATMENT OF INCOME-TAX IN THE CASE
OF TENDERING OF LISTED EQUITY SHARES IN OPEN OFFER ON THE RECOGNISED STOCK EXCHANGE, AS SET
OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR GUIDANCE PURPOSES ONLY.
THE SUMMARY ON TAX CONSIDERATIONS IN THIS SECTION SETS OUT THE PROVISIONS OF LAW IN A
SUMMARY MANNER ONLY AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL
POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS NOTE IS NEITHER BINDING
ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE A POSITION
CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, YOU SHOULD CONSULT WITH YOUR OWN
TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE TO YOUR PARTICULAR CIRCUMSTANCES. THE LAW
STATED BELOW IS AS PER THE INCOME-TAX ACT, 1961.
11.1 General
11.1.1 Securities Transaction Tax
As the tendering of Offer Shares is being undertaken on BSE Limited, such transaction will be chargeable to Securities
Transaction Tax. Securities Transaction Tax is payable in India on the value of securities on every purchase or sale of
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securities that are listed on the Indian stock exchange. Currently, the Securities Transaction Tax rate applicable on the
purchase and sale of shares on the stock exchange is 0.1% of the value of security transacted.
11.1.2 Income Tax
11.1.2.1 The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year.
The Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident is liable to income-
tax in India on his/her worldwide income, subject to certain tax exemptions, which are provided under the
Income Tax Act, 1961
11.1.2.2 A person who is treated as a non-resident for Indian income-tax purposes is generally subject to tax in India
only on such person’s India-sourced income (i.e., income which is received or deemed to be received or accrues
or arises or deemed to accrue or arise in India) as also income received by such person in India. In case of
shares of a company, the source of income from shares will depend on the ‘situs’ of such shares. As per judicial
precedents, generally the “situs” of the shares is where a company is “incorporated” and where its shares can
be transferred.
11.1.2.3 Accordingly, since the Target Company is incorporated in India, the Target Company’s Equity Shares should
be deemed to be ‘situated’ in India and any gains arising to a non-resident on transfer of such shares should be
taxable in India under the IT Act.
11.1.2.4 Further, the non-resident shareholder can avail beneficial treatment under the Double Taxation Avoidance
Agreement (‘DTAA’) between India and the respective country of which the said shareholder is tax resident
subject to satisfying relevant conditions including but not limited to (a) conditions (if any) present in the said
DTAA read with the relevant provisions of the Multilateral Instrument (‘MLI’) as ratified by India with the
respective country of which the said shareholder is a tax resident and (b) non-applicability of General Anti-
Avoidance Rule (‘GAAR’) and (c) providing and maintaining necessary information and documents as
prescribed under the IT Act.
11.1.2.5 The IT Act also provides for different income-tax regimes/rates applicable to the gains arising from the
tendering of shares under the Offer, based on the period of holding, residential status, classification of the
shareholder and nature of the income earned, etc.
11.1.2.6 The Public Shareholders may be required to undertake compliances such as filing an annual income tax return,
as may be applicable to different categories of persons, with the income-tax authorities, reporting their income
for the relevant year.
11.1.2.7 The summary of income-tax implications on tendering of listed equity shares is set out below. All references
to equity shares herein refer to listed equity shares unless stated otherwise.
11.2 Classification of Shareholders: Public Shareholders can be classified under the following categories
11.2.1 Resident Shareholders being:
Individuals, Hindu Undivided Family (‘HUF’), Association of Persons (‘AOP’) and Body of Individuals
(‘BOI’)
Others: (i) Company and (ii) Other Than Company
11.2.2 Non-Resident Shareholders being:
Non-Resident Indians (NRIs)
Foreign Institution Investors (FIIs) / Foreign Portfolio Investors (FPIs)
Others: (i) Company, and (ii) Other Than Company
11.3 Classification of Income:
Shares can be classified under the following two categories:
Shares held as investment (Income from transfer of such shares taxable under the head ‘Capital Gains’).
Shares held as stock-in-trade (Income from transfer of such shares taxable under the head “Profits and Gains from
Business or Profession”). As per the current provisions of the IT Act, unless specifically exempted, gains arising
from the transfer of shares may be treated either as “Capital Gains” or as capital asset or trading asset (i.e., stock-in-
trade). Shareholders may also refer to Circular No.6/2016 dated February 29, 2016 issued by the Central Board of
Direct Taxes (CBDT) in this regard.
11.4 Equity Shares held as investment
As per the provisions of the IT Act, where the shares are held as investments (i.e., capital asset), income arising from the
transfer of such shares is taxable under the head “Capital Gains”. Further, Section 2(14) of the IT Act has provided for
deemed characterization of securities held by FPIs as capital assets, whether or not such assets have been held as a capital
asset; and therefore, the gains arising in the hands of FPIs will be taxable in India as capital gains. Capital gains in the
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hands of shareholders would be computed as per provisions of section 48 of the IT Act and the rate of income-tax would
depend on the period of holding.
11.5 Period of holding
Depending on the period for which the shares are held, the gains would be taxable as “short term capital gain/STCG” or
“long-term capital gain/LTCG”:
In respect of Equity Shares held for a period less than or equal to 12 months prior to the date of transfer, the same
should be treated as a “short-term capital asset”, and accordingly the gains arising therefrom should be taxable as
“short term capital gains” (‘STCG’).
Similarly, where Equity Shares are held for a period more than 12 months prior to the date of transfer, the same
should be treated as a “long-term capital asset”, and accordingly the gains arising therefrom should be taxable as
“long-term capital gains” (‘LTCG’)
11.6 Tendering of Shares in the Offer through a Recognized Stock Exchange in India
As per the current provisions of the IT Act, under Section 112A of the IT Act, LTCG arising from transfer of Equity
Shares exceeding Rupees One Lakh Twenty Five Thousand will be taxed at a rate of 12.50% provided the same has
been subjected to STT, upon acquisition and sale.
LTCG that arise on shares purchased prior to February 01, 2018 shall be grandfathered for the notional gains earned
on such shares till January 31, 2018 as per Section 55 of IT Act. For computing capital gains under the
grandfathering regime, the cost of acquisition for the long-term capital asset acquired on or before January 31, 2018
will be the actual cost. However, if the actual cost is less than the fair market value of such asset as on January 31,
2018, the fair market value will be deemed to be the cost of acquisition. Further, if the full value of consideration
on transfer is less than the fair market value, then such full value of consideration or the actual cost, whichever is
higher, will be deemed to be the cost of acquisition.
LTCG, as computed u/s. 112A, will not be liable to tax to the extent not exceeding ₹1,25,000. Further, no deduction
under Chapter VI-A would be allowed in computing STCG subject to tax under Section 111A of the IT Act.
Where provisions of section 112A of the IT Act are not applicable (for example where STT was not paid at the time
of acquisition of the Equity Shares):
LTCG will be chargeable to tax at the rate of up to at the applicable rates% (plus applicable surcharge and health
and education cess) in the case of a non-resident Public Shareholder (other than an FPI/FII, or a NRI who is governed
by the provisions of Chapter XII-A of the IT Act) in accordance with provisions of section 112 of the IT Act.
In the case of FIIs/FPIs, LTCG would be taxable at the applicable rates (plus applicable surcharge and health and
education cess) in accordance with provisions of section 115AD of the IT Act (without benefit of indexation and
foreign exchange fluctuation).
For a NRI who is governed by the provisions of Chapter XII-A of the IT Act, LTCG would be taxable under Section
115E of the IT Act on meeting certain conditions.
For a resident Public Shareholder, an option is available to pay tax on such LTCG at either 20.00% (plus applicable
surcharge and cess) with indexation or 12.50% (plus applicable surcharge and health and education cess) without
indexation. Further, in case of resident Individual or HUF, the benefit of maximum amount which is not chargeable
to income-tax is to be considered while computing the income-tax on such LTCG.
Long term capital loss computed for a given year is allowed to be set-off only against LTCG computed for the said
year, in terms of Section 70 of the IT Act. The balance loss, which is not set off, is allowed to be carried forward for
subsequent eight assessment years, for being set off only against subsequent years’ LTCG, in terms of Section 74 of
the IT Act.
As per the current provisions of the IT Act, STCG arising from such transaction, which is subject to STT, would be
subject to tax @20.00% under section 111A of the IT Act. Further, no deduction under Chapter VIA would be
allowed in computing STCG subject to tax under Section 111A of the IT Act.
In case of resident Individual or HUF, the benefit of maximum amount which is not chargeable to income tax is
considered while computing the income-tax on such STCG taxable under section 111A of the IT Act.
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Under Section 115AD(1)(ii) of the IT Act, STCG arising to a FII on transfer of shares (STT paid) will be chargeable
at the rate of 20.00%.
As per Section 70 of the IT Act, short term capital loss computed for a given year is allowed to be set off against
STCG as well as LTCG computed for the said year. The balance loss, which is not set off, is allowed to be carried
forward for subsequent eight assessment years, for being set-off against subsequent years’ STCG as well as LTCG,
in terms of Section 74 of the IT Act.
Non-resident shareholder can avail benefits of the DTAA between India and the respective country of which the
said shareholder is tax resident subject to satisfying relevant conditions as prescribed under the relevant DTAA read
with MLI as may be in effect, and non-applicability of GAAR and providing and maintaining necessary information
and documents as prescribed under the IT Act.
As per the current provisions of the IT Act, in addition to the above STCG and LTCG tax, surcharge and health and
education cess are leviable
11.7 Investment Funds
Under Section 10 (23FBA) of the IT Act, any income of an Investment Fund, other than the income chargeable under the
head, ‘Profits and gains of business or profession’ would be exempt from income tax but would be taxable in the hands
of their investors. For this purpose, an ‘Investment Fund’ means a fund registered as Category I or Category II Alternative
Investment Fund and is regulated under the Securities and Exchange Board of India (Alternate Investment Fund)
Regulations, 2012.
11.8 Mutual Funds
Under Section 10(23D) of the IT Act, any income of mutual funds registered under SEBI or Regulations made thereunder
or mutual funds set up by public sector banks or public financial institutions or mutual funds authorized by the RBI and
subject to the conditions specified therein, is exempt from tax subject to such conditions as the Central Government may
by notification in the Official Gazette, specify in this behalf.
11.9 Taxability of business income in hands of shareholders (Shares held as Stock-in-Trade)
If the shares are held as stock-in-trade by any of the eligible Public Shareholders of the Target Company, then the gains
will be characterized as business income and taxable under the head ‘Profits and Gains from Business or Profession’.
(a) Profit of Resident Shareholders
(i) Individuals, HUF, AOP and BOI will be taxable at applicable slab rates.
(ii) Domestic companies having turnover or gross receipts not exceeding ₹400 crores in the prescribed financial
year, will be taxable @ 25%.
(iii) Domestic companies which have opted for concessional tax regime under Section 115BAA and 115BAB of the
IT Act will be taxable at 22%, upon meeting certain conditions.
(iv) For persons other than stated above, profits will be taxable @ 30%.
(v) No benefit of indexation by virtue of period of holding will be available in any case
(b) Profit of Non-Resident Shareholders
Non-resident Public Shareholders can avail beneficial provisions of the applicable DTAA entered into by India with
the relevant country of residence of the shareholder but subject to fulfilling relevant conditions and maintaining &
providing necessary documents prescribed under the IT Act, as discussed in para above.
(c) Where DTAA provisions are not applicable:
No benefit of indexation by virtue of period of holding will be available in any case.
For non-resident individuals, HUF, AOP and BOI, profits (as determined in accordance with the provisions of
the IT Act) will be taxable at slab rates.
For foreign companies, profits (as determined in accordance with the provisions of the IT Act) at the applicable
rates.
For other non-resident Public Shareholders, such as foreign firms, profits (as determined in accordance with
the provisions of the IT Act) at the applicable rates.
Other Matters: Further, the provisions of Minimum Alternate Tax on the book profits as contained in Section
115JB of the IT Act or Alternate Minimum Tax contained in Section 115JC of the IT Act, as the case may be,
also need to be considered by the shareholders (other than resident company which has opted for concessional
tax regime under Section 115BAA or Section 115BAB of the IT Act). Foreign companies will not be subject
to MAT if the country of residence of such of the foreign country has entered into a DTAA with India under
Sections 90/90A of the IT Act and such foreign company does not have a permanent establishment in India in
terms of the DTAA. In case where the said conditions are not satisfied, MAT will be applicable to the foreign
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company. In case of non- corporate shareholders, applicability of the provisions of Alternative Minimum Tax
as per Section 115JC of the IT Act will also need to be analysed depending on the facts of each case.
11.10 Tax Deduction at Source
(a) Resident Shareholders: In absence of any specific provision under the IT Act, the Acquirer are not required to deduct
tax on the consideration payable to the shareholders pursuant to Tendering of the listed Equity Shares under the
Offer on recognized stock exchange in India.
(b) Non-Resident Shareholders:
In case of FIIs
Section 196D of the IT Act provides for specific exemption from withholding tax in case of capital gains arising
in hands of FIIs. Thus, no withholding of tax is required in case of consideration payable to FIIs/FPIs, subject
to fulfilment of the following conditions:
(i) FIIs/FPIs furnishing the copy of the registration certificate issued by SEBI (including for subaccount of
FII/FPI, if any);
(ii) FIIs/FPIs declaring that they have invested in the Equity Shares in accordance with the applicable SEBI
regulations and will be liable to pay tax on their income as per the provisions of the IT Act.
(iii) If the above conditions are not satisfied, FIIs/FPIs may submit a valid and effective certificate for
deduction of tax at a nil/lower rate issued by the income tax authorities under the IT Act (‘TDC’), along
with the Form of Acceptance-cum Acknowledgement, indicating the amount of tax to be deducted by the
Acquirer before remitting the consideration. The Acquirer shall deduct tax in accordance with such TDC.
In case of non-resident tax payer (other than FIIs)
Section 195(1) of the IT Act provides that any person responsible for paying to a non-resident, any sum
chargeable to tax is required to deduct tax at source (including applicable surcharge and cess). Subject to
regulations in this regard, wherever applicable and it is required to do so, tax at source (including applicable
surcharge and cess) shall be deducted at appropriate rates as per the IT Act read with the provisions of the
relevant DTAA and MLI, if applicable. In doing this, the Acquirer will be guided by generally followed
practices and make use of data available in its records except in cases where the non-resident shareholders
provide a specific mandate in this regard
(i) However, the Acquirer will not be able to deduct income-tax at source on the consideration payable to
such non-resident shareholders as there is no ability for the Acquirer to deduct taxes since the
remittance/payment will be routed through the stock exchange, and there will be no direct payment by
the Acquirer to the non-resident shareholders.
(ii) Since the tendering of the Equity Shares under the Offer is through the stock exchange, the responsibility
to discharge tax due on the gains (if any) is primarily on the non-resident shareholder given that practically
it is very difficult to withhold taxes. The Acquirer believe that the responsibility of withholding/ discharge
of the taxes due on such gains (if any) on sale of Equity Shares is solely on the non-resident shareholders.
It is therefore important for the non-resident shareholders to suitably compute such gains (if any) on this
transaction and immediately pay taxes in India in consultation with their custodians, authorized dealers
and/or tax advisors, as appropriate.
(iii) In the event the Acquirer are held liable for the tax liability of the shareholder, the same shall be to the
account of the shareholder and to that extent the Acquirer are entitled to be indemnified. The non-resident
shareholders also undertake to provide the Acquirer, on demand, the relevant details in respect of the
taxability/ non-taxability of the proceeds pursuant to this Open Offer, copy of tax return filed in India,
evidence of the tax paid etc
11.11 Remittance/Payment of Interest
In case of interest, if any, paid by the Acquirer to resident and non-resident shareholder for delay in receipt of
statutory approvals as per Regulation 18(11) of the SEBI (SAST) Regulations or in accordance with Regulation
18(11A) of the SEBI (SAST) Regulations, the final decision to deduct tax or the quantum of taxes to be deducted
rests solely with the Acquirer depending on the settlement mechanism for such interest payments. In the event, the
Acquirer decide to withhold tax, the same shall be basis the documents submitted along with the form of acceptance,
or such additional documents as may be called for by the Acquirer. It is recommended that the shareholders consult
their custodians/ authorized dealers/ tax advisors appropriately with respect to the taxability of such interest amount
(including on the categorization of the interest, whether as capital gains or as other income). In the event the Acquirer
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are held liable for the tax liability of the shareholder, the same shall be to the account of the shareholder and to that
extent the Acquirer should be indemnified.
The shareholders must file their tax return in India inter alia considering the interest (in addition to the gains on the
sale of shares), if any, arising pursuant to this Offer. The shareholders also undertake to provide the Acquirer, on
demand, the relevant details in respect of the taxability/ non-taxability of the proceeds pursuant to this Open Offer,
copy of tax return filed in India, evidence of the tax paid etc.
11.12 Rate of Surcharge and Cess
As per the current provisions of the IT Act, in addition to the basic tax rate, surcharge, health and education cess are
leviable.
SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR THE TAX PROVISIONS
APPLICABLE TO THEIR PARTICULAR CIRCUMSTANCES. THE ACQUIRER AND THE MANAGER TO THE
OFFER DO NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF THE TAX
PROVISIONS SET FORTH HEREIN ABOVE.
12. DOCUMENTS FOR INSPECTION
The copies of the following documents will be available for inspection at the corporate office of the Manager to the Offer,
Bonanza Portfolio Limited, located at Bonanza House, Plot No. M-2, Cama Industrial Estate, Walbhat Road, behind the
Hub, Goregaon (East), Mumbai - 400063 Maharashtra, India on any working day between 10:00 a.m. to 5:00 p.m. (Indian
Standard Time) during the Tendering Period commencing from Thursday, July 3, 2025 to Wednesday, July 16, 2025.
Further, in light of SEBI Circular SEBI/HO/CFD/DCR2/CIR/P/2020/139 dated July 27, 2020, read with SEBI Circular
SEBI/CIR/CFD/DCR1/CIR/P/2020/83 dated May 14, 2020, copies of the following documents will be available for
inspection to the Public Shareholders electronically during the Tendering Period. The Public Shareholders interested to
inspect any of the following documents can send an email from their registered email addresses (including shareholding
details and authority letter in the event the Public Shareholder is a corporate body) with a subject line “ILCLM - Open
Offer - Documents for Inspection”, to the Manager to the Open Offer at documents@bonanzaonline.com; and upon
receipt and processing of the received request, access can be provided to the respective Public Shareholders for electronic
inspection of documents.
12.1 Certificate of Incorporation along with Memorandum of Association and Articles of Association of the Target
Company.
12.2 Memorandum of Understanding between the Manager and the Acquirer dated Tuesday, May 13, 2025.
12.3 Escrow Agreement dated May 15, 2025 between Acquirer, Escrow Bank and Manager to the Offer
12.4 Copy of Agreement between the Registrar and the Acquirer dated Friday, May 16, 2025.
12.5 Networth Certificate dated Tuesday, May 13, 2025 from CA Chidanand Patil, (Membership No. 600337 partner
at C C Patil & Co., Chartered Accountant, FRN: 153916W, certifying the net worth of ₹ 20,35,14,789.00 (Rupees
Twenty Crore Thirty Five Lakhs Fourteen Thousand Seven Hundred Eighty Nine Only) as on December 31, 2024
and certifying that the Acquirer has firm and adequate financial resources to meet the financial obligations under
the Open Offer.
12.6 Audited Annual Reports for the last 3 (three) financial year ending March 31, 2024, March 31, 2023, and
March 31, 2022, and unaudited financial (limited reviewed) results for the Nine Months ending December 31,
2024 of the Target Company.
12.7 Bank Statement received from, Kotak Mahindra Bank for required amount kept in the escrow account.
12.8 Copy of Board Resolution dated May 13, 2025, approving preferential allotment of equity shares and share
warrants.
12.9 Copy of the Public Announcement dated Tuesday, May 13, 2025.
12.10 Copy of the Detailed Public Statement dated Monday, May 19, 2025, published on behalf of the Acquirer on
Tuesday, May 20, 2025 in the newspapers.
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12.11 Undertaking from the Acquirer stating full responsibility for all information contained in the PA, DPS and the
Draft Letter of Offer.
12.12 Valuation Report from Mr. Rushabh Doshi, Registered Valuer (Registration No: IBBI/RV/03/2022/15050) dated
May 13, 2025 regarding the Fair Valuation of the equity shares of The Indian Link Chain Manufactures Limited.
12.13 Copy of the recommendations to be published on [●], by the Committee of Independent Directors of the Target
Company.
12.14 Copy of SEBI observation letter bearing reference number ‘[●]’ dated [●].
13. DECLARATION BY THE ACQUIRER
13.1 The Acquirer accept full responsibility for the information contained in this Draft Letter of Offer and also for the
obligations of the Acquirer as laid down in the SEBI (SAST) Regulations and subsequent amendments made
thereof. The Acquirer are responsible for ensuring compliance with the SEBI (SAST) Regulations.
13.2 The information pertaining to the Target Company and/or Seller contained in the Public Announcement or the
Detailed Public Statement or this Draft Letter of Offer has been obtained from publicly available sources or
provided by the Target Company and/or the Seller, as the case may be, and the accuracy thereof has not been
independently verified by the Acquirer or the Manager to the Offer. The Acquirer and the Manager to the Offer
do not accept any responsibility with respect to such information relating to the Target Company and/or the Seller.
13.3 The information contained in this Draft Letter of Offer is as on the date of this Draft Letter of Offer, unless
expressly stated otherwise.
For and on behalf of the Acquirer
Sd/-
Mr. Rajendra Kamalakant Chodankar
Place : Mumbai
Date : May 27, 2025
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Public Shareholders holding shares in dematerialized form are not required to fill the Form of Acceptance, unless required by their respective
Selling Broker. Public Shareholders holding shares in physical form (resident and non-resident) are required to send this Form of Acceptance
along with the enclosures to the Registrar to the Offer, at its registered office address provided in the LOO. Capitalized terms and expressions
used herein but not defined, shall have the same meaning as ascribed to them in the LOO.)
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT THE INDIAN LINK CHAIN MANUFACTURERS
LIMITED
To,
The Acquirer
C/o Purva Sharegistry (India) Private Limited
Unit: The Indian Link Chain Manufactures Limited- Open Offer
SEBI Regn. No. INR000001112
Unit No. 9, Shiv Shakti Industrial Estate,
J.R. Boricha Marg, Lower Parel (E),
Mumbai – 400 011, Maharashtra.
Email id: support@purvashare.com
Website: www.purvashare.com
Contact Person: Ms. Deepali Dhuri
Tel: 022 4961 4132 / 3199 8810
Dear Sir/Madam,
Sub: Open offer for acquisition of up to 7,93,000 fully paid up equity shares of face value of Rs. 10/- each representing 26.00%
of the emerging equity and voting share capital of The Indian Link Chain Manufactures Limited (“Target Company”) at a
price of Rs. 71.00 per equity share by Mr. Rajendra Kamalakant Chodankar (‘Acquirer’) (hereinafter referred to as
“Acquirer”).
I / We refer to the Letter of Offer dated [●] for acquiring Equity Shares held by me / us in The Indian Link Chain Manufactures
Limited .
I / We, the undersigned, have read the Public Announcement, Detailed Public Statement, Letter of Offer and the Offer opening public
announcement and understood its contents, including the terms and conditions mentioned therein and unconditionally agree to such
terms and conditions.
I / We acknowledge and confirm that all the particulars / statements given herein are true and correct.
DETAILS OF PUBLIC SHAREHOLDER:
Name (in BLOCK LETTERS) Holder Name of the Shareholder(s) Permanent Account Number
(PAN)
(Please write names of the joint
holders in the same order as
appearing in the Equity Share
certificate(s)/ demat account)
Sole/First
Second
Third
Contact number(s) of the first
holder
Tel No. (With STD code): Mobile No.:
Full Address of the first holder
(with pin code)
Email address of first holder
Date and place of incorporation (if
applicable)
From
Name:
Address:
Tel. No.:
Fax:
Email:
TENDERING PERIOD FOR THIS OPEN OFFER
OPENS ON Thursday, July 03, 2025
CLOSES ON Wednesday, July 16, 2025
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FOR EQUITY SHARES HELD IN PHYSICAL FORM:
I / We, confirm that our residential status under the Income Tax Act is as below (√ whichever is applicable):
Resident
Non-resident
I / We, holding the Equity Shares in physical form, accept the Offer and enclose the original share certificate(s) and duly signed
transfer deed(s) in respect of my / our Equity Shares as detailed below along with enclosures as mentioned herein:
Sr. No. Regd. Folio Number Share Certificate No. Distinctive Nos. No. of Equity Shares
From To
1
2
3
4
Total
(In case of insufficient space, please use an additional sheet and authenticate the same)
Enclosures (please provide the following and √ whichever is applicable)
Original Equity Share certificate(s)
Valid share transfer deed(s) duly filled, stamped and signed by the transferor(s) (i.e. by all registered Public Shareholder(s) in
the same order and as per specimen signatures registered with the Target Company), and duly witnessed at the appropriate place.
Photocopy of Transaction Registration Slip (TRS)
Self attested copy of PAN card of all the transferor(s)
If the address of the Shareholder has undergone a change from the address registered in the register of members of the Target
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 or passport.
Any other relevant document (but not limited to) such as duly attested power of attorney (if any person apart from the Public
Shareholder has signed the Form of Acceptance-cum-Acknowledgement or Equity Share transfer deed(s)), corporate
authorization, in case of companies (including board resolution / specimen signature), duly notorised copy of death certificate
and succession certificate/ probated will/ letter of administration, if the original shareholder has deceased etc., as applicable.
Public Shareholders should note that physical Equity Shares will not be accepted unless the complete set of documents is
submitted.
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FOR ALL PUBLIC SHAREHOLDERS:
I / We confirm that the Equity Shares which are being tendered herewith by me / us under this Offer, are not locked in and are free
from any pledges, liens, charges, equitable interests, non-disposal undertakings and encumbrances and will be transferred together with
the rights attached thereto, including all rights to dividend, bonus and rights offer, if any, declared hereafter and that I / we have obtained
any necessary consents to sell the Equity Shares on the foregoing basis.
I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my/our right
to tender Equity Shares for Offer and that I / we am / are legally entitled to tender the Equity Shares for the Offer. I / We declare that
regulatory approvals, if applicable, for holding the Equity Shares and/or for tendering the Equity Shares in this Offer have been enclosed
herewith.
I/We confirm that the sale and transfer of the Equity Shares held by me/us will not contravene any applicable law and will not breach
the terms of any agreement (written or otherwise) that I/we are a party to. My / Our execution of this Form of Acceptance shall constitute
my / our warranty that the Equity Shares comprised in this application are owned by me / us. If any claim is made by any third party in
respect of the said Equity Shares, I / we will hold the Acquirer harmless and indemnified against any loss they or either of them may
suffer in the event these Equity Shares are acquired by the Acquirer.
I / We agree that the Acquirer will pay the consideration as per secondary market mechanism only after verification of the certificates,
documents and signatures, as applicable submitted along with this Form. I / We undertake to return to Acquirer any Open Offer
consideration that may be wrongfully received by me/us.
I/We confirm that I / We are not persons acting in concert or persons deemed to be acting in concert with the Acquirer. I / We am / are
not debarred from dealing in shares or securities, including the Equity Shares.
I/We give my/our consent to the Acquirer to file any statutory documents on my/our behalf in relation to accepting the Equity Shares
in this Offer. 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 Acquirer to effectuate this Offer in
accordance with the SEBI (SAST) Regulations.
I/ we note and understand that the shares/ original share certificate(s) and transfer deed(s) will be held by the Registrar to the Offer in
trust for me / us till the date Acquirer makes payment of consideration as mentioned in the Letter of Offer or the date by which original
share certificate(s), transfer deed(s) and other documents are dispatched to me / us, as the case may be. I / We also note and understand
that the consideration will be paid only to those Shareholders who have validly tendered their Equity Shares in this Offer, in accordance
with the terms of the LOO.
I / We authorise the Acquirer to accept the Equity Shares so offered or such lesser number of Equity Shares which they may decide to
accept in consultation with the Manager to the Offer and the Registrar to the Offer and in terms of the Letter of Offer, and I / we further
authorize the Acquirer to return to me / us the Equity Shares (including the share certificate(s)) in respect of which the Open Offer is
not found valid / not accepted without specifying the reasons thereof.
In case of Public Shareholders holding Equity Shares in physical form, I / we further agree to receive a single share certificate for the
unaccepted Equity Shares in physical form. (Strikeout if not applicable)
I/We confirm that I/we have neither received any notice, nor have been subject to any investigation or inspection from any tax authority
and there are no pending audits, examinations or assessments for or relating to any liability in respect of Tax. I/We are not involved in
a dispute, litigation or claim in relation to Tax paid or payable in India. There are no pending tax proceedings and / or outstanding tax
demands (disputed or otherwise) against me/us under the IT Act that can adversely affect the transfer of the Company Shares under the
IT Act including but not limited to Section 281 of the IT Act.
I / We confirm that in the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation,
inaccuracy or omission of information provided / to be provided by me / us, as a result of income tax (including any consequent interest
and penalty) on the capital gains arising from tendering of the Equity Shares,
I/ we will indemnify Acquirer for such income tax demand (including interest, penalty, etc.) and provide Acquirer with all information
/ documents that may be necessary and co-operate in any proceedings before any income tax / appellate authority.
I / We have enclosed all documents required under paragraph 8.13.(ii) of the Letter of Offer.
I / We confirm that I / we are in compliance with the terms of the Open Offer set out in the PA, the DPS and the Letter of Offer.
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Status of Shareholders (√ whichever is applicable):
Individual Foreign Company FII/FPI - Corporate FII/FPI – Others Domestic Company
Foreign Trust Private Equity Fund/ AIF Pension/Provident Sovereign Wealth Fund Partnership/LLP
Financial
Institution
NRIs/ PIOs-
repatriable
NRIs/ PIOs Non-
repatriable OCB Domestic Trust
Banks FVCI Insurance Company QFI Others – please specify
FOR NRIs/ OCBs/ FIIs AND SUB-ACCOUNTS/OTHER NON-RESIDENT SHAREHOLDERS:
I / we confirm that our investment status is (please provide supporting documents and √ whichever is applicable):
FDI route
PIS route
Any other – please specify
I / We confirm that the Equity Shares tendered by me/us are held on (√ whichever is applicable):
Repatriable basis
Non-repatriable basis
I / We confirm that (√ whichever is applicable):
No RBI, FIPB or other regulatory approval was required by me for holding Equity Shares that have been tendered in this
Offer and the Equity Shares are held under general permission of the RBI and FIPB
Copies of all approvals required by me for holding Equity Shares that have been tendered in this Offer are enclosed herewith
Copy of RBI Registration letter taking on record the allotment of shares to me/us is enclosed herewith I / We confirm that (√
whichever is applicable):
No RBI, FIPB or other regulatory approval is required by me for tendering the Equity Shares in this Open Offer
Copies of all approvals required by me for tendering Equity Shares in this Offer are enclosed herewith
ADDITIONAL CONFIRMATIONS AND ENCLOSURES FOR ALL PUBLIC SHAREHOLDERS, AS APPLICABLE:
I / We, have enclosed the following documents (√ whichever is applicable):
Self-attested copy of PAN card
Self-declaration form in Form 15G / Form 15H, in duplicate copy
Certificate from Income-tax Authorities for deduction of tax at lower or nil rate
For Mutual funds / Banks / Notified Institutions under Section 194A (3)(iii) of the Income Tax Act, copy of relevant registration
or notification in support of the claim that they are eligible to exemption from withholding tax (applicable in case of interest payment,
if any).
‘Valid Tax Residency Certificate’ issued by the income tax authority of a foreign country of which he / it claims to be a tax resident,
in case the Shareholder intends to claim benefit under the DTAA between India and that jurisdiction in which the Public Shareholder
claims to be resident and a duly filled in ‘Form 10F’ as prescribed under the Income Tax Act. Such other information and
documentation as may be required depending upon the specific terms of the relevant DTAA, including but not limited to a
declaration of not having a permanent establishment in India and declaration of characterisation of income arising from the Open
Offer..
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Received from
Mr./Ms./M/s.
Address
Form of Acceptance-cum-Acknowledgement for The Indian Link Chain Manufactures Limited - Open Offer as per details below:
Physical Shares: Folio No. / Demat Shares: DP ID: Client ID: ____________________
Copy of delivery instruction to depository participant of DP ID/ Client ID/ Folio No. for _______________________
Equity Shares
Date of Receipt: Place or Receipt: Stamp of collection center: Signature of official:
SEBI registration certificate issued to Category I or Category II Alternative Investment Funds if such fund intends to claim
exemption from TDS under Section 197A(1F) of the Income Tax Act.
SEBI Registration Certificate for FIIs / FPIs (mandatory to be submitted by FIIs/FPIs)
Declaration that the investment in the Equity Shares is in accordance with the applicable SEBI regulations (mandatory to be
submitted by FIIs/FPIs).
Duly attested power of attorney if any person apart from the Public Shareholder has signed the Form- of Acceptance-
cum-Acknowledgement.
Corporate authorization, in case of Companies along with certified copy of the Board Resolution and Specimen Signatures of
Authorised Signatories
Other relevant documents (Please specify)
BANK DETAILS
In case of Public Shareholders holding Equity Shares in physical form, kindly provide the following details:
Name of Bank
Branch Address and PIN Code
Type of Account Savings / Current / NRE / NRO / Others (circle whichever is applicable)
Account Number
9 digit MICR code
IFS Code for RTGS/NEFT transfers
Yours faithfully,
Signed and Delivered Full Name PAN Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3
In case of joint holders, all must sign. In case of body corporate, it must affix the corporate seal and also attach necessary
corporate resolutions.
Place: Date:
-----------------------------------------------------------------TEAR HERE--------------------------------------------------------------------------
Acknowledgement Receipt-INDIAN LINK CHAIN MANUFACTURES LIMITED-Open Offer
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INSTRUCTIONS:
NO EQUITY SHARES / FORMS SHOULD BE SENT TO THE ACQUIRER, THE MANAGER TO THE OFFER OR TO
THE TARGET COMPANY.
1. All queries pertaining to this Offer may be directed to the Registrar to the Offer.
2. The Form of Acceptance-cum-Acknowledgment should be legible and should be filled up in English only.
3. In case of Equity Shares held in joint names, names should be filled up in the same order in the Form of Acceptance-cum-Acknowledgment and in the Equity Share transfer deed(s), in the order in which they hold Equity Shares, and should be duly
witnessed. This order cannot be changed or altered nor can any new name be added for the purpose of accepting this Offer.
4. Attestation, where required (as indicated in the Equity Share transfer deed) (thumb impressions, signature difference, etc.) should
be done by a magistrate, notary public or special executive magistrate or a similar authority holding a public office and authorized
to use the seal of his office or a member of a recognized stock exchange under its seal of office and membership number or
manager of the transferor’s bank.
5. If Non-Resident Public Shareholders had required any approval from the RBI or the FIPB or any other regulatory body in respect of the Equity Shares held by them, they will be required to submit such previous approvals that they would have obtained for
holding the Equity Shares, to tender the Equity Shares held by them pursuant to this Offer. Further, Non-Resident Public
Shareholders must obtain all approvals required, if any, to tender the Equity Shares in this Offer (including without limitation,
the approval from the RBI and FIPB) and submit such approvals, along with the other documents required in terms of the Letter
of Offer, and provide such other consents, documents and confirmations as may be required to enable the Acquirer to purchase
the Equity Shares so tendered. In the event any such approvals are not submitted, the Acquirer reserve the right to reject such
Equity Shares tendered in this Offer. If the Equity Shares are held under general permission of RBI, the non-resident Public
Shareholder should state that the Equity Shares are held under general permission and whether they are held on repatriable basis
or non-repatriable basis.
6. If the Equity Shares are rejected for any reason, the Equity Shares will be returned to the sole / first named Public Shareholder(s) along with all the documents received from them at the time of submission.
7. All the Public Shareholders should provide all relevant documents, which are necessary to ensure transferability of
the Equity Shares in respect of which the acceptance is being sent.
8. All documents / remittances sent by or to Public Shareholders will be at their own risk. Public Shareholders are advised to
adequately safeguard their interests in this regard.
FOR DETAILED PROCEDURE FOR TENDERING THE EQUITY SHARES IN THIS OFFER, REFER TO THE
LETTER OF OFFER.
-------------------------------------------------------------------TEAR HERE-----------------------------------------------------------------
All future correspondence, if any, should be addressed to Registrar to the Offer at the following address:
Purva Sharegistry (India) Private Limited.
Registered Office: Unit No. 9, Shiv Shakti Industrial Estate,
J.R. Boricha Marg, Lower Parel (East), Mumbai – 400011
Tel: +91-22-4961 4132/3199 8810, Email ID: support@purvashare.com
----------------Page (43) Break----------------
Form No. SH-4 - Securities Transfer Form
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the
Companies (Share Capital and Debentures) Rules 2014]
Date of execution: / /
FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the
“Transferee(s)” named the securities specified below subject to the conditions on which the said securities
are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities
subject to the conditions aforesaid.
DESCRIPTION OF SECURITIES:
Kind/ Class of securities (1) Nominal value of each
unit of security (2)
Amount called up per
unit of security (3)
Amount paid up per
unit of security (4)
No. of Securities being Transferred Consideration received (Rs.)
In figures In words In words In figures
Distinctive
Number
From
To
Corresponding
Certificate Nos.
Transferors’ Particulars
Registered Folio Number:
Name(s) in full Signature(s)
1.
2.
3.
I, hereby confirm that the transferor has signed before me.
Signature of the Witness:
Name of the Witness:
Address of the Witness:
Pincode:
CIN: L47211MH1956PLC009882
Name of the company (in full): The Indian Link Chain Manufactures Limited
Name of the Stock Exchange where the company is listed, (if any): BSE Limited
----------------Page (44) Break----------------
Transferees’ Particulars
Name in full (1) Father’s/ Mother’s / Spouse
Name (2)
Address & E-mail id (3)
1.
2.
3.
1.
2.
3.
Pin code
Email id:
Occupation (4) Existing Folio No., if any (5) Signature (6)
1.
2.
3.
1.
2.
3.
Folio No. of Transferee Specimen Signature of Transferee(s)
1.
2.
3.
Value of Stamp affixed: Rs. STAMPS
Enclosures:
1. Certificate of shares or debentures or other securities
2. If no certificate is issued, Letter of allotment
3. Copy of PAN Card of all the Transferee(s)(For all listed Cos.)
4. Others, Specify,
For Office Use Only
Checked by
Signature Tallied by
Entered in the Register of Transfer on
vide Transfer no
Approval Date
Power of attorney / Probate / Death certificate /
Letter of Administration
Registered on at
No
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