THIS DOCUMENT IS IMPORTANT AND REQUIRES … Capital Limited LOF Full Page... · Specified Date is for the purpose of determining the names of the Public Shareholders to whom the Letter

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This letter of offer (“Letter of Offer”) is being sent to you as a Public Shareholder of Intec Capital Limited (“Company”) in respect of the

proposed acquisition and delisting of the fully paid-up equity shares having face value of Rs. 10 each of the Company (“Equity Shares”) from

BSE Limited and the Delhi Stock Exchange Limited (hereinafter referred to as “Offer”/ “Delisting Offer”).In case you have recently sold your shares in the Company, please hand over this Letter of Offer and the accompanying documents to the member of the Stock Exchange through

whom the sale was effected.

LETTER OF OFFER for delisting of the Equity Shares, to the Public Shareholders of

INTEC CAPITAL LIMITED Registered Office:701, Manjusha Building, 57 Nehru Place, New Delhi 110019

Telephone No.:011-46522200/300, Fax No.:011- 46522333;Website:www.inteccapital.com

From

PANTEC DEVICES PRIVATE LIMITED (“PDPL”)

Registered Office: 703, Manjusha Building, 57 Nehru Place, New Delhi 110019

Telephone No.:011-46522300,

and

PANTEC CONSULTANTS PRIVATE LIMITED (“PCPL”) Registered Office: 703, Manjusha Building, 57 Nehru Place, New Delhi 110019

Telephone No.:011-46522300,

(PDPL and PCPL collectively referred to as the “Acquirers”)

inviting you to tender your fully paid-up Equity Shares of Rs. 10 each held by you in the Company, pursuant to the reverse book building

process in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“Delisting

Regulations”).

Floor Price: Rs. 109.45 per Equity Share of Rs. 10 each

Bid Opening Date: December 11, 2014 Bid Closing Date: December 17, 2014

NOTE:

If you wish to tender your Equity Shares to the Acquirers, you should:

• Read carefully this Letter of Offer and the instructions herein.

• Complete and sign the accompanying Bid Form with the instructions contained therein and in this Letter of Offer.

• Ensure that you have: (i) in case of Equity Shares held in dematerialized form, credited or pledged your Equity Shares to the correct Special

Depository Account, as applicable (details of which are set out in paragraph 14 of this Letter of Offer) and obtained a copy of your delivery

instruction or pledge instruction to your depository participant, duly acknowledged and stamped in relation thereto; or (ii) in case of Equity Shares held in physical form, executed a share transfer deed.

• Submit your Bid Form along with: (i) a photocopy of your acknowledged delivery instruction or pledge instruction to your depository

participant, as applicable; or (ii) share transfer deed(s) and original share certificate(s); or (iii) original contract note, in case you are an unregistered shareholder, as applicable, by hand delivery to one of the Bid Centres set out in this Letter of Offer or in case you reside in an

area where no Bid Centre is located you may also submit your Bids by registered post/ speed post/ courier only (at your own risk and

cost), clearly marking the envelope “Intec Capital Limited - Delisting Offer”, so as to ensure that your Bid Forms are delivered to SMC

Global Securities Limited, on or before3:00 p.m. on the Bid Closing Date, i.e. December 17, 2014, at the following address: 1stFloor, Dheeraj

Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400064.

If you require any clarification in connection with this Letter of Offer, you should consult either the Manager to the Delisting Offer or the

Registrar to the Delisting Offer at the addresses specified below

MANAGER TO THE DELISTING OFFER REGISTRAR TO THE DELISTING OFFER

ICICI Securities Limited ICICI Centre, H. T. Parekh Marg,

Churchgate, Mumbai - 400020, India.

Tel: +91 22 2288 2460,

Fax: +91 22 2282 6580

SEBI Registration No.: INM000011179

Email: [email protected]

Contact Person: Mr. Amit Joshi

BIGSHARE SERVICES PRIVATE LIMITED

E/2, Ansa Industrial Estate, Sakivihar Road,

Sakinaka, Andheri (E), Mumbai - 400 072

Tel: +91-22-404 30 200

Fax: +91-22-2847 5207

SEBI Reg. No.: INR000001385

Website: www.bigshareonline.com

E-Mail: [email protected] Contact Person : Mr. Ashok Shetty

Proposed Timetable for the Delisting Offer: Activity Date1 Day1

Resolution for delisting of Equity Shares passed by the Shareholders of the Company September 25, 2014 Thursday

Public Announcement by the Acquirers November 12, 2014 Wednesday

Specified Date2 November 14, 2014 Friday

Dispatch of Letter of Offer and Bid Forms to the Public Shareholders as on the Specified Date November 24, 2014 Monday

Bid Opening Date (10:00 a.m.) December 11, 2014 Thursday

Last date for upward revision or withdrawal of Bids December 16, 2014 Tuesday

Bid Closing Date (3:00 p.m.) December 17, 2014 Wednesday

Last date for making the public announcement of Discovered Price / Exit Price and Acquirer’s acceptance /rejection of Discovered Price / Exit Price

December 30, 2014 Tuesday

Last date for payment of consideration for the Offer Shares to be acquired in case of a

successful Delisting Offer3

January 01, 2015 Thursday

Last date for return to Public Shareholders of Offer Shares tendered but not acquired under the Delisting Offer

January 01, 2015 Thursday

1. Changes, if any will be notified to the Public Shareholders by way of a public announcement in the same newspapers where the Public

Announcement was issued.

2. Specified Date is for the purpose of determining the names of the Public Shareholders to whom the Letter of Offer will be sent. However, all Public Shareholders of the Equity Shares are eligible to participate in the Delisting Offer by submitting their Bid on or before 3:00 pm on the Bid

Closing Date.

3. Subject to the acceptance of the Discovered Price or offer of a price higher than the Discovered Price by the Acquirers.

RISK FACTORS

The risk factors set forth below do not relate to the present or future business operations of the Company or any

other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks

involved in or associated with the participation by any Public Shareholder in the Delisting Offer. Each Public

Shareholder of the 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 Public Shareholder’s participation in

the Delisting Offer and related sale and transfer of Offer Shares of the Company to the Acquirers.

Risk factors relating to the transaction, the proposed Delisting Offer and the probable risk involved in associating

with the Acquirers, include:

• The Acquirers make no assurance with respect to the financial performance of the Company.

• In the event that there is any litigation leading to a stay on the Delisting Offer then the Delisting Offer process

may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of

consideration to the Public Shareholders whose Offer Shares are accepted under this Delisting Offer as well as

the return of Offer Shares not accepted under this Delisting Offer by the Acquirers may get delayed.

• The Offer Shares tendered in response to the Delisting Offer will be held in trust by the Manager to the

Delisting Offer until the completion of the formalities of this Delisting Offer, and the Public Shareholders will

not be able to trade, sell, transfer, exchange or otherwise dispose of such Offer Shares until such time.

• The Acquirers and the Manager to the Delisting Offer accept no responsibility for statements made otherwise

than in this Letter of Offer or in the Public Announcement or other materials issued by, or at the instance of the

Acquirers or the Manager to the Delisting Offer, and anyone placing reliance on any other source of

information, would be doing so at his/her/their own risk.

• This Delisting Offer is subject to completion risks as would be applicable to similar transactions.

TABLE OF CONTENTS

DEFINTIONS ................................................................................................................................................................ 1

1. BACKGROUND OF THE DELISTING OFFER ................................................................................................ 3

2. OBJECTS OF THE DELISTING OFFER ............................................................................................................ 4

3. BACKGROUND OF THE ACQUIRERS ............................................................................................................ 4

4. BACKGROUND OF THE COMPANY ............................................................................................................... 6

5. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY ................... 7

6. LIKELY POST DELISTING CAPITAL STRUCTURE ...................................................................................... 9

7. STOCK EXCHANGES FROM WHICH THE EQUITY SHARES OF THE COMPANY ARE SOUGHT TO

BE DELISTED ..................................................................................................................................................... 9

8. INFORMATION REGARDING STOCK MARKET DATA OF THE COMPANY ........................................... 9

9. DETERMINATION OF THE FLOOR PRICE .................................................................................................. 10

10. DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE ...................................................... 11

11. CONDITIONS TO THE DELISTING OFFER .................................................................................................. 11

12. DETAILS OF OPENING AND CLOSING OF BID PERIOD .......................................................................... 12

13. DETAILS OF THE BID CENTRES AND TRADING MEMBER .................................................................... 12

14. PROCEDURE FOR BIDDING .......................................................................................................................... 13

15. MANAGER TO THE DELISTING OFFER ...................................................................................................... 17

16. REGISTRAR TO THE DELISTING OFFER .................................................................................................... 18

17. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN .......................... 18

18. PROCEDURE FOR SETTLEMENT ................................................................................................................. 18

19. STATUTORY AND REGULATORY APPROVALS ....................................................................................... 19

20. DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE

DELISTING OFFER .......................................................................................................................................... 20

21. TAX DEDUCTED AT SOURCE ....................................................................................................................... 20

22. CERTIFICATION BY THE BOARD ................................................................................................................ 23

23. DISCLAIMER CLAUSE OF THE STOCK EXCHANGES .............................................................................. 23

24. COMPLIANCE OFFICER ................................................................................................................................. 23

25. GENERAL DISCLAIMER ................................................................................................................................ 24

Enclosures:

1. Bid Form

2. Bid Revision Form

3. Blank transfer deed for shareholders holding physical share certificates

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DEFINTIONS

Note: All capitalised terms used in this Bid Letter, but not otherwise defined herein, shall have the same meaning as

ascribed to them in the Delisting Regulations.

Term Description

Acquirers Pantec Devices Private Limited, a private limited company incorporated on August 27,

1990 under the Companies Act, 1956 having its registered office at 703, Manjusha

Building, 57 Nehru Place, New Delhi110019 and Pantec Consultants Private Limited, a

private limited company incorporated on August 27, 1990 under the Companies Act, 1956

having its registered office at 703, Manjusha Building, 57 Nehru Place, New Delhi

110019.

Bids Will have the same meaning ascribed to such term in paragraph12.1.

Bid Centers

The list of centers of the Trading Member, as given in paragraph 13.3 where the Bids shall

be submitted.

Bid Closing Date Wednesday, December 17, 2014, 3:00 p.m., being the last date of the Bid Period.

Bid Forms Will have the same meaning ascribed to such term in paragraph 14.1.

Bid Opening Date Thursday, December 11, 2014, 10:00 a.m., being the date on which the Bid Period

commences.

Bid Revision Form Will have the same meaning ascribed to such term in paragraph 14.18.

Bid Period The period during which Public Shareholders may tender their Offer Shares to the Trading

Member pursuant to the Book Building Process.

Board The board of directors of the Company.

Book Building

Process

Will have the same meaning ascribed to such term in paragraph 9.1.

BSE BSE Limited.

Company Intec Capital Limited, a listed public limited company incorporated under the Companies

Act, 1956 and having its registered office at 701, Manjusha Building, 57 Nehru Place,

New Delhi 110019.

Companies Act Companies Act, 2013, as amended and as applicable.

Delisting Offer Offer made by the Acquirers to the Public Shareholders in accordance with the Delisting

Regulations for delisting of the Equity Shares from the Stock Exchanges.

Delisting Proposal The proposal made by the Acquirers to the Board to delist the Equity Shares of the

Company from the Stock Exchanges.

Delisting

Regulations

Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as

amended.

Discovered Price The price at which the maximum number of Offer Shares are validly tendered pursuant to

the Book Building Process in the manner as specified in Schedule II of the Delisting

Regulations.

DSE Delhi Stock Exchange Limited.

Equity Capital The issued, subscribed ad paid-up equity share capital of the Company being Rs.

183,662,500comprising of 18,366,250 fully paid-up equity shares having face value of Rs.

10 each.

Equity Shares Fully paid-up equity shares having face value of Rs. 10 each of the Company.

Escrow Amount Will have the same meaning ascribed to such term in paragraph 17.1.

Escrow Account Will have the same meaning ascribed to such term in paragraph 17.2.

Escrow Bank ICICI Bank Limited, a banking company governed under the Companies Act,1956 and

having its registered office at “Land Mark”, Race Course Circle, Vadodara- 390097,

Gujarat, India,acting through its branch office at Capital Market Division, 122, 1st Floor,

Mistry Bhavan, Dinshaw Vaccha Road, Backbay Reclamation, Churchgate, Mumbai

400020 Maharashtra, India.

Exit Price Will have the same meaning ascribed to such term in paragraph 10.3.

Exit Window Period of 12 (twelve) months following the date of delisting of the Equity Shares from the

Stock Exchanges, during which all the Public Shareholders whose Offer Shares have not

been acquired by the Acquirers may validly tender their Equity Shares to the Acquirers.

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Floor Price The price of Rs. 109.45 (Rupees one hundred nine and forty five paise) per Offer Share

determined in accordance with the Delisting Regulations.

Frequently Traded

Shares

Will have the meaning ascribed to such term in paragraph 9.2.

Infrequently Traded

Shares

Will have the meaning ascribed to such term in paragraph 9.2.

IT Act Income Tax Act, 1961.

Letter of Offer This letter of offer dated November 18, 2014.

Manager to the

Offer

ICICI Securities Limited, a company incorporated and registered under the Companies

Act, 1956 having its registered office at ICICI Centre, H. T. Parekh Marg, Churchgate,

Mumbai 400020and registered with the SEBI.

Minimum

Acceptance

Condition

Will have the meaning ascribed to such term in paragraph 11.

Offer Shares 4,655,586 Equity Shares representing 25.35% (twenty five point three five) percent of the

Equity Capital, held by the Public Shareholders.

PCPL Pantec Consultants Private Limited.

PDPL Pantec Devices Private Limited.

Public Shareholders All shareholders of the Company other than the Acquirers and other members of the

promoter and promoter group of the Company.

Public

Announcement

Public announcement of the Delisting Offer made by the Acquirers, which was published

on November 12, 2014 in Financial Express, Jansatta and Mumbai Lakshadeep.

RBI The Reserve Bank of India.

Registrar to the

Offer

Bigshare Services Private Limited, a company incorporated and registered under the

Companies Act, 1956 and having its registered office at E2, Ansa Industrial Estate,

Sakivihar Road, Sakinaka, Andheri East, Mumbai – 400 072, and registered with SEBI.

SEBI The Securities and Exchange Board of India.

Second Public

Announcement

Will have the same meaning ascribed to such term in paragraph 10.4.

Special Account Will have the same meaning ascribed to such term in paragraph 18.1.

Special Depository

Account

The demat account opened by the Manager to the Offer into which the Offer Shares must

be credited or pledged prior to submission of Bids by the Public Shareholders, details of

which are set out in paragraph 14.4 of this Letter of Offer.

Specified Date November 14, 2014.

Stock Exchanges Collectively, the BSE and the DSE.

Trading Member SMC Global Securities Limited having its office at 1st Floor, Dheeraj Sagar, Opp.

Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400064.

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Dear Public Shareholder(s),

Invitation to tender the Equity Shares held by you in the Company to the Acquirers in accordance with the

Delisting Regulations

The Acquirers are pleased to invite you to tender the Equity Shares held by you in the Company to the Acquirers, on

the terms and subject to the conditions set out below, the Public Announcement and the Delisting Regulations.

1. BACKGROUND OF THE DELISTING OFFER

1.1. The Company is a public limited company incorporated in India under the Companies Act, 1956, with its

registered office located at 701, Manjusha Building, 57 Nehru Place, New Delhi-110019, India.

1.2. The authorized share capital of the Company is Rs. 500,000,000 divided into 35,000,000 Equity Shares of

Rs. 10 each and 1,500,000 Preference shares of Rs. 100 each. The issued share capital of the Company is

Rs. 183,662,500 divided into 18,366,250 Equity Shares of Rs. 10 each. The subscribed and paid-up share

capital of the Company is Rs. 183,662,500 divided into 18,366,250 fully paid-up equity shares having face

value of Rs. 10 each. The Equity Shares of the Company are listed on the Stock Exchanges.

1.3. Pantec Devices Private Limited is a private company limited by shares incorporated on August 27, 1990,

under the Companies Act, 1956 with the Registrar of Companies, National Capital Territory of Delhi and

Haryana, with the corporate identification number U74899DL1990PTC041286. The registered office of

Pantec Devices Private Limited is located at 703, Manjusha Building, 57 Nehru Place, New Delhi –

110019. As on the date of this Letter of Offer, PDPL holds 4,497,264 Equity Shares constituting 24.49% of

the equity share capital of the Company.

1.4. Pantec Consultants Private Limited is a private company limited by shares incorporated on August 27,

1990, under the Companies Act, 1956, with the corporate identification number

U74899DL1990PTC041287. The registered office of Pantec Consultants Private Limited is located at 703,

Manjusha Building, 57 Nehru Place, New Delhi – 110019. As on the date of this Letter of Offer, PCPL

holds 1,453,771 Equity Shares constituting 7.92% of the equity share capital of the Company.

1.5. The Acquirers are sending this Letter of Offer to the Public Shareholders to: (i) acquire, in accordance with

the Delisting Regulations and on the terms and subject to the conditions set out in paragraph 11 (Conditions

of the Delisting Offer), up to 4,655,586 Equity Shares held by the Public Shareholders and constituting

25.35% of the equity share capital of the Company, being the Offer Shares, from the Public Shareholders;

and (ii) to delist the Equity Shares from the Stock Exchanges, pursuant in accordance with the Delisting

Regulations. Consequent to the Delisting Offer and upon the number of Equity Shares acquired in the

Delisting offer being a minimum of 2,818,961Equity Shares and fulfillment of other conditions stipulated

under the Delisting Regulations and the Public Announcement and this Letter of Offer, the Acquirer and

the Company will seek to voluntarily delist its Equity Shares from the Stock Exchanges.

1.6. On July 22, 2014, the Acquirers informed the board of directors of the Company (“Board”) their intention

to make the Delisting Offer to the public shareholders of the Company (“Delisting Proposal”) and

requested the Board to inter alia: (i) convene a meeting to consider the Delisting Proposal in accordance

with the Delisting Regulations; and (ii) to place the Delisting Proposal before the Public Shareholders of

the Company for their consideration and approval by a special resolution to be passed through postal ballot

in accordance with the Delisting Regulations.

1.7. The Board by its resolution dated July 23, 2014, took on record the Delisting Proposal and approved the

same. The Board also consented to seek the approval of the Public Shareholders for the Delisting Proposal

by way of postal ballot in accordance with the provisions of the Companies Act, 2013 read with the

Companies (Management and Administration) Rules, 2014 and the Delisting Regulations. Pursuant thereto,

a special resolution has been passed by the shareholders of the Company through postal ballot, the result of

which was declared on September 25, 2014 and notified to the Stock Exchanges on the same date,

approving the Delisting Proposal of the Equity Shares from the Stock Exchanges in accordance with the

Delisting Regulations. The votes cast by the Public Shareholders in favor of the Delisting Proposal were

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3,947,788 votes, being more than two times the number of votes cast by the Public Shareholders against it

which is nil votes. Therefore, the condition as stated in regulation 8(1)(b) of the Delisting Regulations

stands satisfied.

1.8. The Company has received the in-principle approval to the Delisting Offer from the BSE on October 22,

2014and the DSE on October 30, 2014, subject to compliance with the Delisting Regulations.

1.9. The Public Announcement was issued in the following newspapers as required under Regulation 10(1) of

the Delisting Regulations:

Newspaper Language Editions

Financial Express English All Editions

Jansatta Hindi All Editions

Mumbai Lakshadeep Marathi Mumbai

Modifications to the Public Announcement, if any, will be notified by issuing a corrigendum in all the

aforementioned newspapers. The Acquirers reserve the right to withdraw the Delisting Offer in certain

cases as more fully set out in paragraph 11 of the Public Announcement.

2. OBJECTS OF THE DELISTING OFFER

2.1. The object of the Delisting Offer is to provide the promoters of the Company greater flexibility in

supporting the Company’s growth initiatives and reducing the cost of compliance. Further, the Delisting

Proposal will provide an exit opportunity to the Public Shareholders.

2.2. Accordingly, the Acquirers are making the Delisting Offer to the Public Shareholders in order to

voluntarily delist the Equity Shares from the Stock Exchanges by acquiring up to 4,655,586 Equity Shares

held by the Public Shareholders and constituting 25.35% of the equity share capital of the Company in

accordance with the Delisting Regulations from the Stock Exchanges.

3. BACKGROUND OF THE ACQUIRERS

3.1. Pantec Devices Private Limited

3.1.1. PDPL is a private company limited by shares incorporated on August 27, 1990, under the

Companies Act, 1956 with the Registrar of Companies, National Capital Territory of Delhi and

Haryana, with the corporate identification number U74899DL1990PTC041286. The registered

office of Pantec Devices Private Limited is located at703, Manjusha Building, 57 Nehru Place,

New Delhi – 110019.

3.1.2. The principal activity of Pantec Devices Private Limited is that of designing, manufacturing,

developing, fabricating, processing, assembling, importing, exporting, distributing, financing,

leasing out, buying, selling and dealing in all kinds of electrical, electronic engineering,

mechanical, electro mechanical, technical, solar automation, multimedia, data processing, testing,

communication and telecommunication, devices, gadgets, equipments, apparatus, appliances,

components and accessories related thereto.

3.1.3. As on the date of this Letter of Offer, the issued and paid-up share capital of Pantec Devices

Private Limited is Rs. 43,708,040 consisting of 4,370,804 equity shares having face value of Rs.

10each. As of the date of this Public Announcement, the shares of Pantec Devices Private Limited

are not listed on any stock exchange.

3.1.4. As on the date of this Public Announcement, Pantec Devices Private Limited holds 4,497,264

Equity Shares constituting 24.49% of the Equity Capital.

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3.1.5. Select extracts of the audited financials of PDPL for the financial years ending 2012, 2013 and

2014, being the last 3 financial years for which audited financials are available have been provided

below. The financials have been prepared in accordance with the Generally Accepted Accounting

Principles of India.

(Amount in Rs. lakhs)

Year ending 2012 2013 2014

Net sales 53.81 50.65 40.02

Profit before tax 7.37 8.73 (21.19)

Profit after tax 7.26 8.58 (21.15)

Assets and liabilities

Share capital 104.53 104.53 437.08

Reserves 166.36 174.94 2980.46

Liabilities 382.83 668.13 522.84

Total equity and

liabilities

653.72 947.60 3940.38

Non-current assets 653.02 947.14 3940.17

Fixed assets 0.70 0.46 0.21

Total assets 653.72 947.60 3940.38

3.1.6. The board of directors of PDPL comprises of Mr. Manohar Lal and Mr. Vijay Pal Bhati.

3.1.7. PDPL has, in accordance with paragraph 17 of this Letter of Offer, made available all the requisite

funds necessary to fulfill the obligations of PDPL under the Delisting Offer.

3.2. Pantec Consultants Private Limited

3.2.1. Pantec Consultants Private Limited is a private company limited by shares incorporated on August

27, 1990, under the Companies Act, 1956, with the corporate identification number

U74899DL1990PTC041287. The registered office of Pantec Consultants Private Limited is

located at 703, Manjusha Building, 57 Nehru Place, New Delhi – 110019.

3.2.2. The principle activity of Pantec Consultants Private Limited is that of consultancy business in the

branches of scientific, applied scientific, technical, financial, investment, industrial,

administrative, and management research and consultancy assignments at the local, state, all-India

and international levels including production management, accounting, including automation,

computer aided manufacturing, computer aided design, computer software financial management,

marketing management, and industrial relations and personal management and related subjects and

to conduct market financial and industrial surveys, technical feasibility studies, researches and

investigations and to act as surveyors, valuers, appraisers on its own behalf and own behalf of any

other company, body corporate, corporation, industry, firm or any other person.

3.2.3. As on the date of this Public Announcement, the issued and paid-up share capital of Pantec

Consultants Private Limited is Rs.11,134,900 consisting of 1,113,490 equity shares having face

value of Rs. 10 each. As of the date of this Public Announcement, the shares of Pantec

Consultants Private Limited are not listed on any stock exchange.

3.2.4. As on the date of this Public Announcement, Pantec Consultants Private Limited holds 1,453,771

Equity Shares constituting 7.92% of the Equity Capital.

3.2.5. Select extracts of the audited financials of PCPL for the financial years ending 2012, 2013 and

2014, being the last 3 financial years for which audited financials are available have been provided

below. The financials have been prepared in accordance with the Generally Accepted Accounting

Principles of India.

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Year ending 2012 2013 2014

Net sales 44.82 42.53 30.55

Profit before tax 7.44 8.74 11.38

Profit after tax 7.19 8.11 10.47

Assets and liabilities

Share capital 85.97 85.97 111.35

Reserves 178.80 186.91 476.50

Liabilities 452.71 591.99 251.53

Total equity and

liabilities

717.48 864.87 839.38

Non-current assets 716.69 864.28 838.99

Fixed assets 0.79 0.59 0.39

Total assets 717.48 864.87 839.38

3.2.6. The board of directors of PCPL comprises of Mr. Manohar Lal and Mr. Rattan Singh.

3.2.7. PCPL has, in accordance with paragraph 17 of this Letter of Offer, made available all the requisite

funds necessary to fulfill the obligations of PCPL under the Delisting Offer.

4. BACKGROUND OF THE COMPANY

4.1. The Company is a listed public limited company incorporated under the Companies Act, 1956 on February

15, 1994 with the Registrar of Companies, National Capital Territory of Delhi and Haryana and was

granted the company registration number 55–57410. The registered office of the Company is located at

701, Manjusha Building, 57 Nehru Place, New Delhi-110019, India. The corporate identity number of the

Company is L74899DL1994PLC057410.

4.2. The name of the Company at the time of incorporation was Intec Securities Private Limited. On October 6,

1994, the name of the Company was changed from Intec Securities Private Limited to Intec Securities

Limited. Subsequently, the name of the Company was changed from Intec Securities Limited to Intec

Capital Limited on September 30, 2009.

4.3. The Equity Shares of the Company are listed on the Stock Exchanges. The Equity Shares are frequently

traded on the BSE Limited and infrequently traded on the Delhi Stock Exchange Limited. Trading of the

Equity Shares is not currently suspended on the Stock Exchanges.

4.4. The Company is a registered Non-Banking Financial Company in India which commenced its operations in

1994. The Company is engaged in the business of financing small and medium enterprises. The Company

has a pan-India geographic reach across a broad spectrum of industries.

4.5. The Board has confirmed that there are no material deviations in the utilization of proceeds of issue of

securities made during the 5 (five) years immediately preceding the date of this Public Announcement from

the stated object of the issue. The Board has confirmed that all material information which is required to be

disclosed under the provisions of the equity listing agreement have been disclosed to Stock Exchanges.

4.6. A brief summary of the audited financial statements of the Company on a consolidated basis for the

financial years ended 2012, 2013 and 2014 is provided below:


Consolidated Income

Statement

March 31, 2012 March 31, 2013 March 31, 2014

Revenue from operations 7,833.05 11,928.27 15,413.10

Other income 266.29 32.21 55.14

Total Revenue 8,099.34 11,960.48 15,468.24

Total Expenditure (excluding

depreciation, amortization 1,717.09 2,611.83 5,152.82

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expenses and finance costs)

Profit before depreciation,

interest and tax (including

other income)

6,382.25 9,348.65 10,315.42

Profit before tax 1,419.39 2,008.86 2,442.95

Profit before minority interest 1,419.39 2,008.86 2,442.95

Minority interest - - -

Profit for the year 943.40 1,314.51 1,601.59

Consolidated Balance Sheet March 31, 2012 March 31, 2013 March 31, 2014

Equity and Liabilities

- Shareholder’s funds

Share capital 1,279.24 2,219.98 1,836.63

Reserves & Surplus 5,646.80 10,263.40 13,647.39

Total Shareholders Funds 6,926.05 12,483.38 15,484.02

- Total minority interest - - -

- Non-current liabilities 9,862.12 17,758.82 24,401.16

- Current liabilities 24,508.06 31,834.48 34,186.57

Total liabilities 41,296.23 62,076.68 74,071.75

Assets

- Non-current assets 14,749.17 33,866.74 39,140.01

- Current assets 26,547.06 28,209.94 34,931.74

Total assets 41,296.23 62,076.68 74,071.75

Earnings per share 7.40 10.18 10.97

Net asset value per share 54.14 92.75 84.31

Return on net worth (%) 13.62% 10.53% 10.34%

4.7. Further information about the Company may be obtained from its website www.inteccapital.com

5. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY

5.1. As on the date of this Letter of Offer, the authorized share capital of the Company is Rs. 500,000,000

divided into 35,000,000 Equity Shares of Rs. 10 each and 1,500,000 Preference shares of Rs. 100 each. The

issued share capital of the Company is Rs. 183,662,500 divided into 18,366,250 Equity Shares of Rs. 10

each. The subscribed and paid-up share capital of the Company is Rs. 183,662,500 divided into 18,366,250

fully paid-up equity shares having face value of Rs. 10 each. The Equity Shares are listed on the Stock

Exchanges. The Equity Shares are frequently traded on the BSE Limited and infrequently traded on the

Delhi Stock Exchange Limited.

5.2. The promoter group of the Company consists of the Acquirers, Mr. Sanjeev Goel, Intec Infonet Private

Limited and Intec Worldwide Private Limited (the “Promoter Group”). India Business Excellence Fund II

(“IBEF II”) and India Business Excellence Fund IIA (“IBEF IIA”) are persons acting in concert with the

Promoter Group (IBEF II and IBEF IIA collectively referred to as the “PAC”). The Acquirers collectively

hold 5,951,035 Equity Shares representing approximately 32.40% of the Equity Capital of the Company.

The current shareholding pattern of the Acquirers in the Company is as follows:

Name of Acquirers No. of Equity Shares Percentage of Equity Capital

Pantec Devices Private Limited 4,497,264 24.49%

Pantec Consultants Private Limited 1,453,771 7.92%

5.3. Other than the shareholding mentioned herein, as on the date of this Letter of Offer, neither the Acquirers

nor any of its directors or members of the Promoter Group or PAC holds any Equity Shares in the

Company.

5.4. As on the date of this Letter of Offer, the Company has no outstanding preference shares, partly paid-up

shares, convertible instruments, stock options or any other instruments that may result in the issuance of

http://www.inteccapital.com/

8 | P a g e

Equity Shares by the Company. Further, as on date, 4,337,773Equity Shares amounting to 23.62% of the

Equity Capital held by the Promoter Group and the PAC are subject to lock-in requirements.

5.5. The category-wise shareholding pattern of the Company as on October 31, 2014, is as follows:

Category of shareholders Number of Equity Shares Percentage of total number of Equity

Shares

As a % of (A+B) As a % of

(A+B+C)

(A)Promoter and promoter group

Indian 10,064,522 54.80% 54.80%

Foreign 3,646,142 19.85% 19.85%

Subtotal (A) 13,710,664 74.65% 74.65%

(B) Non-promoter shareholding

Institutions

- Mutual Funds/ UTI 0 0 0

- Financial Institutions/

Banks/ Insurance companies

0 0 0

- Foreign Institutional

Investors

0 0 0

Non-institutions

- Bodies corporate 4,139,571 22.54% 22.54%

- Individuals 2.38%

Holding nominal share

capital upto Rs. 1 lakh

436,930 2.38% 0.18%

Holding nominal share

capital in excess of Rs. 1

lakh

32,929 0.18%

- Others 0 0.01%

Clearing members 1,655 0.01% 0.20%

Non-resident Indians

(repatriable)

36,588 0.20%

Non-resident Indians (non-

repatriable)

0 0.04%

HUF 7841 0.04% 0.00%

Directors and relatives 18 0.00 0.00

Trusts 54 0 0

Foreign Companies 0 0 0

Overseas Corporate

Bodies

0 0 0

Foreign Nationals 0 0 0

Subtotal (B) 4,655,586 25.35% 25.35%

Total (A+B) 18,366,250 100.00% 100.00%

(C) Shares held by

Custodians

and against which Depository

Receipts have been issued

- Promoter and Promoter

Group

0 0 0

- Public 0 0 0

Total (C) 0 0 0

Grand Total (A)+(B)+(C) 18,366,250 100.00% 100.00%

9 | P a g e

6. LIKELY POST DELISTING CAPITAL STRUCTURE

6.1. The likely post delisting shareholding pattern of the Company assuming that all the Offer Shares held by

the Public Shareholders are acquired pursuant to the Delisting Offer, will be as follows:

Shareholder Number of Equity Shares Percentage of Equity

Capital

Pantec Devices Private Limited 4,497,264 24.49%

Pantec Consultants Private Limited 6,109,357 33.26%

Other members of promoter

group(including the PAC)

7,759,629 42.25%

Total 18,366,250 100%

Note: Assuming all shares held by public shareholders are acquired by Pantec Consultants Private Limited

7. STOCK EXCHANGES FROM WHICH THE EQUITY SHARES OF THE COMPANY ARE

SOUGHT TO BE DELISTED

7.1. The Equity Shares are presently listed on BSE Limited (“BSE”) and the Delhi Stock Exchange Limited

(“DSE”) and are sought to be delisted from both the stock exchanges. The Equity Shares are frequently

traded on BSE and there has not been any trade in the Equity Shares on DSE since 1999. Public

Shareholders should note that as per the Delisting Regulations:

7.1.1. No application for listing shall be made in respect of the Equity Shares which have been delisted

pursuant to this Delisting Offer, for a period of 5 years from the delisting, except where a

recommendation in this regard has been made by the Board for Industrial and Financial

Reconstruction under the Sick Industrial Companies (Special Provisions) Act, 1985.

7.1.2. Any application for listing made in future by the Company in respect of delisted Equity Shares

shall be deemed to be an application for fresh listing of such Equity Shares and shall be subject to

provisions of law relating to listing of equity shares of unlisted companies.

8. INFORMATION REGARDING STOCK MARKET DATA OF THE COMPANY

8.1. The high, low and average closing price of the Equity Shares (in Rs. per Equity Share) on BSE and DSE

during the preceding 3 calendar years were as follows:

Preceding year BSE

High* Low* Average** Volume^

April 2011 – March 2012 53.60 28.75 41.00 895,379

April 2012 – March 2013 97.30 42.5 66.14 6,686,575

April 2013 – March 2014 111.00 77.55 97.46 4,190,933 Source: BSE

*closing high/low during the period in Indian Rupees per Equity Share

**average of daily closing prices during the period

^ Cumulative trading volume during the period

There has been no trading of the Equity Shares on DSE.

10 | P a g e

8.2. The monthly high and low prices of the Equity Shares (in Rs. per Equity Share) and the trading volume

(number of Equity Shares) on BSE and DSE for the six calendar months immediately preceding the date of

this Public Announcement were as follows:

Month BSE

High* Low* Volume^

March2014 102.75 80.75 482,828

April 2014 101.00 90.05 5,676

May 2014 105.00 90.00 14,290

June 2014 102.50 88.45 18,644

July 2014 103.95 93.50 29,776

August 2014 107.15 93.15 68,629

September 2014 107.80 103.75 26,509

October 2014 105.60 102.20 21,364

Source: BSE

*closing high/low during the period in Indian Rupees per Equity Share

^ Cumulative trading volume during the period

There has been no trading of the Equity Shares on DSE.

9. DETERMINATION OF THE FLOOR PRICE

9.1. The Acquirers propose to acquire the Offer Shares of the Company from the Public Shareholders pursuant

to a reverse book building process in the manner specified in Schedule II of the Delisting Regulations

(“Book Building Process”).

9.2. Under the Delisting Regulations, Regulation 15 prescribes separate modes of determination of the floor

price for frequently and infrequently traded equity shares. As per the available trading data, the Equity

Shares are frequently traded on BSE (“Frequently Traded Shares”) and infrequently traded on the DSE

(“Infrequently Traded Shares”). Therefore, the floor price has to be determined in accordance with

regulation 15(2)(c) of the Delisting Regulations.

9.3. Regulation 15(2)(c) of the Delisting Regulations provides that, if the equity shares of a company are

frequently traded in some recognized stock exchange and infrequently traded in some other recognized

stock exchange where they are listed, the highest of the prices arrived at in accordance with regulations

15(2)(a) and 15(2)(b) of the Delisting Regulations shall apply.

9.4. According to regulation 15(2)(a) of the Delisting Regulations, the floor price of the Frequently Traded

Shares, is required to be not less than the average of the weekly high and low of the closing prices of the

Frequently Traded Shares during the 26 weeks or 2 weeks preceding the date on which BSE was notified of

the board meeting in which the Delisting Proposal was considered, whichever is higher, as quoted on BSE.

9.5. According to Regulation 15(2)(b) read with Regulation 15(3) of the Delisting Regulations, the floor price

of the Infrequently Traded Shares, are to be determined by taking into account several factors such as the

highest price paid by the promoter for acquisitions, if any, of equity shares of the class sought to be

delisted, including by way of allotment in a public or rights issue or preferential allotment, during the

twenty six weeks prior to the date on which the concerned stock exchange was notified of the board

meeting in which the Delisting Proposal was considered and after that date upto the date of public

announcement; and other parameters which includes return on net worth, book value of the shares of the

company, earning per share, price earning multiple vis-à-vis the industry average.

9.6. The Acquirers have appointed K.J. Sheth & Associates, Chartered Accountants, having its offices at 2nd

Floor, Seksaria Chambers, 139, N.M. Road, Fort, Mumbai- 400001 as the valuer to prepare a valuation

report in respect of the Equity Shares. By its report dated August 21, 2014, the chartered accountants so

appointed have arrived at a floor price of Rs. 109.45 per Equity Share, based on the parameters mentioned

in the report.

11 | P a g e

9.7. In consultation with the Manager to the Offer, the Acquirers have determined Rs. 109.45 (“Floor Price”) per

Offer Share, to be the Floor Price for purposes of the Delisting Offer.

9.8. The Public Shareholders may tender their Offer Shares at any time during the Bid Period (as defined in

paragraph12 of this Letter of Offer) and at any price at or above the Floor Price in accordance with the

terms and subject to the conditions set out herein.

10. DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE

10.1. All Public Shareholders can tender the Offer Shares during the Bidding Period as set out in paragraph

12.2of this Letter of Offer.

10.2. In accordance with the Delisting Regulations, the minimum price per Offer Share payable by the Acquirers

will be the price at which the maximum number of Offer Shares are validly tendered pursuant to the Book

Building Process in the manner as specified in schedule II of the Delisting Regulations (“Discovered

Price”).

10.3. The Acquirers are under no obligation to accept the Discovered Price. The Acquirers may, in their sole and

absolute discretion, accept the Discovered Price, or offer a price higher than the Discovered Price for the

Offer Shares. The price so accepted or offered by the Acquirers is referred to as the “Exit Price”. If the

Acquirers do not accept the Discovered Price, or do not offer a price higher than the Discovered Price, they

will have no obligation to acquire the Offer Shares validly tendered in the Delisting Offer and the Delisting

Offer will be withdrawn.

10.4. If the Acquirers decide to accept the Discovered Price or offer a price higher than the Discovered Price, and

make a public announcement regarding the same in terms of regulation 18 of the Delisting Regulations

(“Second Public Announcement”), the Acquirers will, subject to the conditions set out in paragraph 11 of

this Letter of Offer, acquire all the Offer Shares which have been validly tendered at prices up to and equal

to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share purchased

pursuant to the Delisting Offer. The Acquirers will not accept Offer Shares tendered at a price that exceeds

the Exit Price.

10.5. The dematerialized Offer Shares deposited in the Special Depository Account or pledged in favor of the

Manager to the Delisting Offer in accordance with paragraph 14.5 of this Letter of Offer and physical Offer

Shares tendered in accordance with paragraph 14.8 of this Letter of Offer, will be dealt with in the manner

prescribed in paragraph18 of this Letter of Offer.

10.6. The Acquirers will announce its decision to reject the Discovered Price or offer the Exit Price (if any) in the

same newspapers in which the Public Announcement was made, in accordance with the timetable set out in

this Letter of Offer.

11. CONDITIONS TO THE DELISTING OFFER

The acquisition of Offer Shares by the Acquirers and the delisting of the Equity Shares are conditional

upon:

a. the Acquirers deciding in its sole and absolute discretion to accept the Discovered Price or offer an

Exit Price higher than the Discovered Price and making the Second Public Announcement; it may be

noted that notwithstanding anything contained in this Letter of Offer, the Acquirers reserve the right to

reject the Discovered Price if the same is higher than the Floor Price;

b. a minimum number of 2,818,961 Equity Shares being validly tendered at prices up to or equal to the

Exit Price; and

c. there being no amendments to the Delisting Regulations or other applicable laws or regulations or

conditions imposed by any regulatory/statutory authority/body or order from a court or competent

12 | P a g e

authority which would, in the sole opinion of the Acquirers, prejudice the Acquirers from proceeding

with the Delisting Offer.

12. DETAILS OF OPENING AND CLOSING OF BID PERIOD

12.1. Public Shareholders may tender their Offer Shares (“Bids”) by submitting a Bid Form to the relevant Bid

Centre during the Bid Period.

12.2. The period during which Public Shareholders may tender their Bids to the Trading Member pursuant to the

Book Building Process (“Bid Period”) shall commence at 10:00 a.m. on December 11, 2014(“Bid

Opening Date”) and close at 3:00 p.m. on December 17, 2014 (“Bid Closing Date”).

12.3. The Bid Forms received after 3:00 p.m. on the Bid Closing Date will not be considered as valid Bids and

shall not be accepted for the purpose of determining the Discovered Price pursuant to the Book Building

Process.

12.4. This Letter of Offer is being dispatched to only those Public Shareholders whose names appear on the

register of members of the Company or the depository on the Specified Date as stated in the proposed

timetable for the Delisting Offer.

13. DETAILS OF THE BID CENTRES AND TRADING MEMBER

13.1. Public Shareholders may tender their Offer Shares through an online electronic system, the facility for

which will be provided by Trading Member. In this regard, the Acquirers have appointed SMC Global

Securities Limited as the trading member to facilitate the lodging of Bids by and on behalf of the Public

Shareholders (“Trading Member”). Contact details of the Trading Member are as follows:

Address: 1stFloor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai

– 400064

Phone number: 022 - 67341600 Extn: 1632 / 1626

E-mail: [email protected], [email protected]

13.2. Public Shareholders are required to submit their Bids only through the Trading Member.

13.3. Details of the centres of the Trading Member where the Bids shall be submitted by hand delivery (“Bid

Centres”) are as follows:

S.N. Bid Center/

City

Address of the

Trading Member

Contact

person

Phone number/

Email address

1. Mumbai 1stFloor, Dheeraj

Sagar, Opp.

Goregaon Sports

Club, Link Road,

Malad (West) ,

Mumbai - 400064

Mr.Palash

Mehta / Mrs.

Divya Pramod

022 - 67341600

Extn: 1632 / 1626

[email protected];

[email protected]

2. New Delhi 11/6B, Shanti

Chamber, Pusa

Road, New Delhi -

110 005

Mr. Devendra

Mani Dwivedi

011 - 3011 1000

Extn: 101

[email protected]

3. Kolkata 18, Rabindra Sarani,

Poddar Court Gate

no. 4, 5th

Floor,

Kolkata -700 001

Mr. Sanket

Bera

033 - 3984 7000 - 36

[email protected]

4. Chennai Salzburg Square,

Flat No. 1, III

Mr. V.Murali 044 - 3910 9100

Extn: 121

13 | P a g e

3rd

Floor, Door No.

107, Harrington

Road, Chetpet,

Chennai - 600 031

[email protected]

5. Ahmedabad 10/A, Kalapurnam

Building, Near

Municipal Market,

C. G. Road,

Ahmedabad -380

009

Mr. Nishit

Shah

079 – 3361 0725 /26/27, 079-26424222

/ 33 ,079-26424801/02

[email protected]

6. Noida 106, Ocean Plaza,

Plot No-5, Sec-18,

Noida-201301

Mr. S.C.

Aggarwal

0120 – 3918705

[email protected]

14. PROCEDURE FOR BIDDING

14.1. The Public Shareholders may submit their Bids by completing the bid cum acceptance forms

accompanying their Letter of Offer (“Bid Forms”) and submitting these Bid Forms to the Trading Member

at any of the Bid Centres set out above in paragraph 13.3 of this Letter of Offer by hand delivery on or

before Bid Closing Date. Bid Forms submitted by hand delivery must be delivered to the Bid Centres on

working days during 10:00 a.m. to 3:00 p.m.

14.2. Public Shareholders (in particular those Public Shareholders who are resident in areas where no Bid

Centres are located) may also submit their Bids by registered post or speed post or courier only (at their

own risk and cost), clearly marking the envelope “Intec Delisting Offer”, so as to ensure that their Bid

Forms are delivered to the Trading Member, on or before 3:00 p.m. on the Bid Closing Date at the

following address: 1stFloor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West),

Mumbai – 400064. If duly filled Bid Forms arrive before the Bid Period opens, the Bid will continue to

remain valid, subject to the Trading Member not submitting the Bid until the commencement of the Bid

Period.

14.3. The Bid Forms should not be dispatched to the Acquirers, the Company, the Manager to the Delisting Offer

or Registrar to the Delisting Offer under any circumstances.

14.4. The Manager to the Delisting Offer has opened a special depository account with both CDSL and NSDL,

details of which are as follows (“Special Depository Account”):

Trading Member SMC Global Securities Limited

Special Depository Account Name Intec Capital Ltd Delisting Escrow Account

operated by ICICI Securities Ltd

Depository Central Depository Services (I) Ltd. (CDSL)

Depository Participant SMC Global Securities Limited

Depository Participant Identification Number 12019101

Client Identification Number 02269174

ISIN Number of Company INE017E01018


Special Depository Account Name Intec Capital Ltd Delisting Escrow Account

Operated by ICICI Securities Ltd

Depository National Securities Depository Ltd (NSDL)


Depository Participant Identification Number IN303655



14 | P a g e

14.5. In order for Bid Forms to be valid, the Public Shareholders, who hold Equity Shares in dematerialized form

and who wish to participate in the Book Building Process, should transfer their Offer Shares from their

respective depository accounts to the Special Depository Account. A photocopy of the delivery instructions

or counterfoil of the delivery instructions submitted to the depository participant of the Public

Shareholder’s depository account and duly acknowledged by such depository participant crediting Public

Shareholder’s Equity Shares to the aforesaid Special Depository Account should be attached to the Public

Shareholder’s Bid. Alternatively, Public Shareholders who hold Offer Shares in dematerialized form, may

mark a pledge for their Offer Shares to the Manager to the Delisting Offer in favour of the Special

Depository Account prior to the submission of their Bids, and enclose a photocopy of the pledge instruction

to their depository participant with the due acknowledgment by such depository participant, along with the

Bid Form. The Special Depository Account will be opened as of the date of this Public Announcement and

shareholders can transfer their Offer Shares any time till Bid Closing Date and submit the form on or prior

to the Bid Closing Date.

14.6. All transfers should be in off market mode. The Public Shareholders wishing to tender their Shares at more

than one price will be required to submit separate Bid Forms and separate depository participant

instructions in respect of the Offer Shares tendered at each price.

14.7. It is the responsibility of the Public Shareholders to ensure that their Offer Shares are credited or pledged in

favour of the Special Depository Account (or in the case of physical shares, deposited with the Trading

Member) on or before 3:00 p.m. on the Bid Closing Date.

14.8. In order for Bid Forms to be valid, (i) unregistered Public Shareholders who hold Offer Shares in physical

form must have submitted the Bid Form along with the original contract note issued by a registered share

broker of the Stock Exchanges through whom such Offer Shares were acquired accompanied by the duly

signed share transfer deed(s) and original share certificate(s) as received from the market, duly stamped and

executed as the transferee(s); and (ii) registered Public Shareholders who hold Offer Shares in physical

form, must have submitted the Bid Form along with the duly signed share transfer deed(s) and original

share certificate(s). In each case, the Public Shareholders must submit the relevant documents either by

hand delivery or by registered post or by speed post such that these are received by the Trading Member

before 3:00 p.m. on the Bid Closing Date.

14.9. The Trading Member will, after entering the Bids on the online electronic system, send the Bid Form to the

Company or the share transfer agent of the Company for confirming their genuineness. Those Bid Forms

that are found to be genuine by the Company or the share transfer agent, as the case may be, will be

delivered to the Manager to the Delisting Offer. The Bids in respect of the Bid Forms which are found to be

not genuine, as communicated to the Trading Member by the Company or the share transfer agent shall be

deleted from the system.

14.10. The Bid Form submitted by Non-resident Indians (“NRI”) holding Equity Shares on a non-repatriation

basis, should indicate an ‘NRO’ account, where the sale consideration in respect of validly tendered Equity

Shares may be credited.

14.11. It shall be the responsibility of the Public Shareholders tendering their Offer Shares in the Delisting Offer,

including Foreign Institutional Investors (“FII”) who have acquired the Equity Shares on the Stock

Exchanges under the ‘Portfolio Investment Scheme’ route, Overseas Corporate Bodies (“OCB”) and other

non resident Public Shareholders, to obtain all requisite approvals (including corporate, statutory or

regulatory approvals) if required by them, and to comply with such laws as are applicable to them, prior to

tendering in the Delisting Offer and the Acquirers shall take no responsibility for the same. The Public

Shareholders should attach a copy of any such approval to the Bid Form, wherever applicable. Once the

dematerialized Offer Shares are credited or pledged to the Special Depository Account or physical Offer

Shares submitted to the Trading Member, the Acquirers shall assume that the Public Shareholders have

submitted their Bid(s) only after obtaining applicable approvals, if any.

14.12. The Acquirers reserve the right to reject those Bid Forms which are submitted without attaching a copy of

such required approvals, including approvals, if any, from the Reserve Bank of India (“RBI”). For further

details on the documents/information required from participating Public Shareholders please refer to the

15 | P a g e

Letter of Offer. Further, in respect of Equity Shares held by NRIs under ‘Portfolio Investment Scheme’

route, and validly tendered in the Delisting Offer, the reporting as required under schedule III to the

Foreign Exchange Management (Transfer or Issue of Securities by a Person Resident Outside of India)

Regulations, 2000, shall be required to be made by the authorized dealer bank.

14.13. The Trading Member, on behalf of the Manager to the Delisting Offer, will hold in trust the dematerialized

Offer Shares deposited in the Special Depository Account or pledged to the Manager to the Delisting Offer

in favour of the Special Depository Account. The Manager to the Delisting Offer will hold in trust the share

certificate(s) and transfer deed(s) delivered to it by the Company or the share transfer agent, as the case

may be, until the Acquirers complete their obligations under the Delisting Offer in accordance with the

Delisting Regulations.

14.14. The international securities identification number (ISIN) for the Equity Shares is INE017E01018.

14.15. In the event that some Public Shareholders do not receive, or misplace, their Letter of Offer, they may

obtain a copy of the same by writing to Bigshare Services Private Limited (“Registrar to the Delisting

Offer”), clearly marking the envelopes “Intec Delisting Offer”.

14.16. Alternatively, such Public Shareholders may also obtain copies of Bid Forms at the Bid Centres, or may

download the same from the websites of the Stock Exchanges.

14.17. The Offer Shares to be acquired under this Delisting Offer are to be acquired free from all liens, charges

and encumbrances, including ‘lock-in’, and together with all rights attached thereto. The Offer Shares that

are subject to any liens, charges, encumbrances or ‘lock-in’, or are a subject matter of litigation are liable to

be rejected.

14.18. Paragraph 5 of schedule II of the Delisting Regulations provides that the Public Shareholders, who have

tendered their Offer Shares by submitting Bids pursuant to the terms of this Public Announcement and the

Letter of Offer, may withdraw or revise their Bids upwards not later than 1 (one) day before the Bid

Closing Date. Downward revision of the Bids is not permitted. Any such request for revision or withdrawal

of the Bids can only be exercised by submitting the Bid revision/withdrawal form (“Bid Revision Form”)

to the same Trading Member and the same Bid Centre through whom the original Bids were submitted so

as to reach such Trading Member on or before December 16, 2014 (one day prior to the Bid Closing Date).

Please note that the Bid Revision Form for withdrawal or revision of Bids will not be accepted at other Bid

Centres.

14.19. Shareholders who obtain shares after the Specified Date may request for a form as per paragraph 14.15 or

14.16 above.

14.20. Shareholders are requested to submit the below mentioned documents, as applicable, along with the Bid

Form:

Category Procedure

Physical Dematerialized

Individual/

HUF

The Bid Form of acceptance duly completed and

signed in accordance with the instructions

contained therein, by all shareholders whose

names appear on the share certificate.

Bid Form duly filled and signed by the registered

shareholder.

Original share certificate(s). The duly executed copy of the delivery

instruction slip.

Valid share transfer deed(s) duly signed as

transferors by all registered shareholders (in case

of joint holdings) in the same order and as per

specimen signatures registered with and duly

witnessed at the appropriate place(s). Note: In

order to avoid rejection (thumb impressions,

signature difference, etc.), it is recommended to

16 | P a g e

get it attested, by a magistrate/ notary public/

bank manager under their official seal.

Bodies

Corporate

The Bid Form of acceptance duly completed and


contained therein, by an authorized signatory.

Bid Form duly filled and signed by an authorized

signatory.


instruction slip.


transferors by an authorized signatory as per

specimen signatures registered with the

Company.

True copy of the board resolution certified by a

director or a company secretary of the company

providing the authority to the signatory to deal

with sale of shares.

Power of

Attorney

(“POA”)

The Bid Form duly completed and signed in

accordance with the instructions contained

therein, by all POA holders.

Bid Form duly filled and signed by the POA

holders.


instruction slip.


transferors by all POA holders in the same order

and as per specimen signatures registered with

the Company and duly witnessed at appropriate

place(s).

Shareholder should ensure that the POA is duly

registered with their depository participant.

Attested copy of the POA only if not registered

with the Company or its registrar/share transfer

agent. (Note: it is recommended to attach a

photocopy of the same)

NRI The Bid Form of acceptance duly completed and


contained therein, by all NRI shareholders.

Bid Form duly filled and signed by the NRI

shareholders.


instruction slip.


transferors by all registered shareholders (in case

of joint holdings) in the same order and as per

specimen signatures registered with and duly

witnessed at the appropriate place(s). Note: In

order to avoid rejection (thumb impressions,

signature difference, etc.), it is recommended to

get it attested, by a magistrate/ notary public/

bank manager under their official seal.

Should enclose a copy of the permission received

from the RBI for the Equity Shares held by them.

If the Equity Shares are held under the general

permission of the RBI, the non-resident

shareholder should furnish a copy of the relevant

notification/circular pursuant to which the Equity

Shares are held and state whether the Equity

Shares are held on repatriable or non-repatriable

basis.

Certificate u/s. 195 / 197 in case any concession

in the matter of tax deduction at source (“TDS”)

based on certificate u/s. 195/ 197 (b) Tax

Residence Certificate (in original) in case any

concession in the matter of TDS is claimed under

any DTAA (c) Document evidencing price at

which Equity Shares were acquired e.g. broker

invoice/ contract note (d) Document evidencing

the date on which the Equity Shares were

acquired, e.g. broker invoice / contract note and

(e) Proof of payment in convertible foreign

exchange / the relevant page of Demat Account

indicating ‘Repatriable Basis’ if concessional

rate of TDS is to be applied u/s. 115E of the

Income Tax Act, 1961.

Certificate u/s. 195 / 197 in case any concession

in the matter of tax deduction at source (“TDS”)

based on certificate u/s. 195/ 197 (b) Tax

Residence Certificate (in original) in case any

concession in the matter of TDS is claimed under

any DTAA (c) Document evidencing price at

which Equity Shares were acquired e.g. broker

invoice/ contract note (d) Document evidencing

the date on which the Equity Shares were

acquired, e.g. broker invoice / contract note and

(e) Proof of payment in convertible foreign

exchange / the relevant page of Demat Account

indicating ‘Repatriable Basis’ if concessional

rate of TDS is to be applied u/s. 115E of the

Income Tax Act, 1961.

Should enclose a copy of the permission received Copy of Permanent Account Number (“PAN”)

17 | P a g e








basis.

card (self attested).

Copy of Permanent Account Number (“PAN”)

card (self attested).

Copy of the POA only if not registered with the

Company or its registrar/share transfer agent.

FII/ OCB Bid Form duly completed and signed in

accordance with the instructions contained

therein, by an authorized signatory on the share

certificate.

Bid Form duly filled and signed by an authorized

signatory.


instruction slip.


transferors by an instruction slip authorized

signatory under their official seal.

Self attested copy of PAN card.

Self attested copy of PAN card. Registration certificate issued by the SEBI.

Registration certificate issued by the SEBI.









basis.









basis.

Copy of the POA only if not registered with the

Company or its registrar/share transfer agent.

15. MANAGER TO THE DELISTING OFFER

15.1. The Acquirers have appointed ICICI Securities Limited, a company incorporated and registered under the

Companies Act, 1956 having its registered office at ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai

400020and registered with the Securities and Exchange Board of India (“SEBI”), as the Manager to the

Delisting Offer (“Manager to the Delisting Offer”).

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16. REGISTRAR TO THE DELISTING OFFER

16.1. The Acquirers have appointed Bigshare Services Private Limited, a company incorporated and registered

under the Companies Act, 1956 and having its registered office at E2, Ansa Industrial Estate, Sakivihar

Road, Sakinaka, Andheri East, Mumbai – 400 072 and registered with SEBI, as the Registrar to the

Delisting Offer.

17. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN

17.1. The estimated consideration payable, being the Floor Price of Rs. 109.45 per Equity Share multiplied by

the number of Offer Shares outstanding with the Public Shareholders is Rs. 509,553,888 (as may be

increased from time to time (“Escrow Amount”).

17.2. In accordance with regulation11 of the Delisting Regulations, the Acquirers, the Manager to the Delisting

Offer and ICICI Bank Limited, a banking company governed under the Companies Act,1956 and having its

registered office at “Land Mark”, Race Course Circle, Vadodara- 390097, Gujarat, India,acting through its

branch office at Capital Market Division, 122, 1st Floor, Mistry Bhavan, Dinshaw Vaccha Road, Backbay

Reclamation, Churchgate, Mumbai 400020 Maharashtra, India (“Escrow Bank”), have entered into an

escrow agreement dated October 21, 2014,pursuant to which the Acquirers have opened an escrow account

in the name of Intec Capital– Delisting Escrow Account with the Escrow Bank (“Escrow Account”). The

Acquirers have deposited an amount of Rs. Rs.509,553,888 in cash, being an amount equivalent to the

estimated consideration payable in respect of the Delisting Offer to the Public Shareholders, calculated on

the basis of the Floor Price and the number of Offer Shares to be acquired under the Delisting Offer

assuming full acceptance, in the Escrow Account opened with the Escrow Bank.

17.3. Following the determination of the Discovered Price, and the issuance of the Second Public

Announcement, the Acquirers will comply with the requirements of regulation 11(2) of the Delisting

Regulations and deposit such amount to the Escrow Account as may be required under the Delisting

Regulations.

17.4. In the event that the Acquirers accept the Discovered Price or offer a price higher than the Discovered

Price, the Acquirers shall deposit such additional amount to the Escrow Account (and the definition of

“Escrow Amount” shall be deemed to include such increase, if any) as may be required to acquire all of

the Equity Shares validly tendered in the Delisting Offer at the Exit Price.

18. PROCEDURE FOR SETTLEMENT

18.1. In case the Acquirers accept the Discovered Price or offer a price higher than the Discovered Price and

makes the Second Public Announcement in accordance with regulation 18 of the Delisting Regulations and

all other conditions attached to the Delisting Offer are satisfied, the Acquirers shall acquire all the Offer

Shares that have been tendered at the prices up to and equal to the Exit Price, for cash consideration equal

to the Exit Price for each such Offer Share. For this purpose, Acquirers shall, along with the Manager to the

Delisting Offer, instruct the Escrow Bank to open a special account (“Special Account”), which shall be

used for payment to the Public Shareholders who have tendered Equity Shares in the Delisting Offer, and

transfer thereto, the entire amount due and payable as consideration in respect of the Offer Shares tendered

under the Delisting Offer at the Discovered Price or Exit Price, as applicable. The Acquirers shall thereafter

acquire all Offer Shares that have been validly tendered at prices up to or equal to the Exit Price, for a cash

consideration equal to the Exit Price for each such Offer Share, subject to applicable taxes as described in

paragraph 21 of this Public Announcement.

18.2. All the Public Shareholders whose Bids were at a price up to or equal to the Exit Price and whose Bids

were verified to be genuine by the Trading Member, the Registrar to the Delisting Offer and the Company

or the share transfer agent, in accordance with the Delisting Regulations, shall be paid the Exit Price for

each Offer Share validly tendered, within ten working days from Bid Closing Date by way of crossed

account payee cheque/demand draft/pay order/electronic credit. All cheques/demand drafts/pay

orders/electronic credit will be drawn in the name of the first holder in case of joint holders of Equity

Shares. Dispatches involving payment of monies by way of crossed account payee cheque/demand

19 | P a g e

draft/pay order will be made by the registered post/courier/ speed post. The sale consideration in respect of

Equity Shares held on a non-repatriation basis by NRIs, and validly tendered in the Delisting Offer, shall be

credited to the ‘NRO’ account of such NRIs.

18.3. Additionally, if and once the Equity Shares have been delisted, all Public Shareholders whose Offer Shares

have not been acquired by the Acquirers may validly tender their Equity Shares to the Acquirers at the Exit

Price during a period of up to 12 months following the date of delisting of the Equity Shares from the Stock

Exchanges (“Exit Window”). Such Public Shareholders may tender their Equity Shares by submitting the

required documents to the Registrar to the Delisting Offer during the Exit Window, pursuant to the exit

offer letter issued by the Acquirers for such Public Shareholders. A separate offer letter in this regard will

be sent to the Public Shareholders who continue to hold Equity Shares after the Delisting Offer. Such

Public Shareholders will be required to submit the required documents to the Registrar to the Delisting

Offer within the stipulated time.

18.4. If the Acquirers do not accept or offer an Exit Price, all dematerialized Offer Shares deposited in the

Special Depository Account or pledged with the Manager to the Delisting Offer in favour of the Special

Depository Account, in accordance with paragraph 14.5 of this Letter of Offer and physical Offer Shares

tendered in accordance with paragraph 14.8 of this Letter of Offer, will: (i) in the case of dematerialized

Offer Shares deposited in the Special Depository Account, be credited back to the respective depository

account with the respective depository participants as per the details furnished by the relevant Public

Shareholder in the Bid Form; (ii) in the case of dematerialized Offer Shares pledged to the Manager to the

Delisting Offer in favor of the Special Depository Account, have the pledge revoked; and (iii) in the case of

physical Offer Shares, be dispatched together with the share transfer deed to the relevant Public

Shareholders by registered post/speed post, at the Public Shareholder’s sole risk. The actions in respect of

(i), (ii) and (iii) above shall be completed within 10 (ten) working days from the Bid Closing Date, as

stipulated under the Delisting Regulations.

18.5. Offer Shares from any invalid Bid will: (i) in the case of dematerialized Offer Shares deposited in the

Special Depository Account, be credited back to the respective depository account with the respective

depository participants as per the details furnished by the relevant Public Shareholders in the Bid Form; (ii)

in the case of dematerialized Offer Shares pledged to the Manager to the Delisting Offer in favor of the

Special Depository Account, have the pledge revoked; and (iii) in the case of physical Offer Shares, be

dispatched together with the share transfer deed to the relevant Public Shareholders by registered post /

speed post, at the Public Shareholder’s sole risk. The actions in respect of (i), (ii) and (iii) above shall be

completed within 10 (ten) working days from the Bid Closing Date, as stipulated under the Delisting

Regulations

19. STATUTORY AND REGULATORY APPROVALS

19.1. The Public Shareholders of the Company have accorded their consent by way of special resolution passed

through postal ballot, results of which declared on September 25, 2014, in respect of delisting of Equity

Shares from the Stock Exchanges in accordance with the Delisting Regulations.

19.2. BSE and DSE have given their in-principle approvals for the Delisting Offer vide their letters dated

October 22, 2014 and October 30, 2014, respectively.

19.3. To the best of the Acquirers’ knowledge, as of the date of this Public Announcement, no statutory or

regulatory approval is required by the Acquirers to acquire the Offer Shares. If any statutory or regulatory

approvals become applicable: (i) the acquisition of the Offer Shares by the Acquirers will be subject to such

statutory or regulatory approval; and (ii) in the event that receipt of such statutory or regulatory approval is

delayed, changes to the proposed timetable, if any, will be notified to the Public Shareholders by way of a

corrigendum to this Public Announcement in the same newspapers in which this Public Announcement

appears.

19.4. It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer including FIIs who

have acquired the Equity Shares on the stock exchanges under the ‘Portfolio Investment Scheme’ route and

OCBs, to obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, and

20 | P a g e

to comply with such laws as are applicable to them, prior to tendering in the Delisting Offer, and the

Acquirers shall take no responsibility for the same. The Public Shareholder should attach a copy of any

such approval to the Bid Form, wherever applicable.

19.5. NRI shareholders and OCBs, if any, who wish to tender their Equity Shares must obtain the prior approval

of RBI before tendering their Equity Shares and submit a copy along with the Bid Form. Any Bids

submitted by such shareholders that are not supported by the requisite RBI approval, may be rejected by the

Acquirers.

19.6. Non-resident shareholders, including, NRIs, FIIs and OCBs are also requested to read the Letter of Offer

and the Bid Form for details of supporting documents/information to be provided in connection with their

Bids.

20. DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF

THE DELISTING OFFER

20.1. As per regulation 17 of the Delisting Regulations, the Delisting Offer made shall be deemed to be

successful if post the offer, the shareholding of the Acquirers (together with the Promoter Group and the

PAC) taken together with the Offer Shares accepted in the Book Building Process at or below the Exit

Price, reaches the higher of:

20.1.1. 90% (ninety percent) of the total issued shares excluding the shares which are held by a custodian

and against which depository receipts have been issued overseas; or

20.1.2. the aggregate percentage of pre-offer shareholding of the Acquirers (together with the Promoter

Group and the PAC) and 50% (fifty percent) of the offer size.

21. TAX DEDUCTED AT SOURCE

21.1. General

21.1.1. As per the provisions of section 195 (1)/ section 2 (14) read with section 196D of the Income Tax Act,

1961 (“IT Act”), as amended by the Finance Act, 2014, any person responsible for paying to a non -

resident, other than to an FII as consideration for acquisition of shares, any sum chargeable to tax is

required to deduct tax at source (including surcharge and education cess as applicable). Since the

consideration payable to the Public Shareholders whose Equity Shares are validly accepted in this delisting

offer would be chargeable to capital gain under section 45 of IT Act or as business profits, as the case may

be, the Acquirers are required to deduct tax at source (including surcharge and education cess as applicable)

at the rates applicable to such non - resident Public Shareholders, other than on consideration payable to an

FII.

21.1.2. In view of provisions of section 206AA of the IT Act, resident and non-resident Public Shareholders are

required to submit their Permanent Account Number (“PAN”). In case PAN is not submitted or is invalid

or does not belong to the Public Shareholder, the Acquirers will arrange to deduct tax at the rate of 20%

(twenty per cent) or at the rate in force or at the rate specified in the relevant provisions of the IT Act,

whichever is higher.

21.1.3. In case of ambiguity, incomplete or conflicting information or the information not being provided to the

Acquirers, it would be assumed that the Public Shareholder is a non-resident Public Shareholder and taxes

shall be deducted at the maximum rate, as may be applicable to the relevant category to which the Public

Shareholder belongs under the IT Act, on the entire consideration payable to such Shareholder.

21.1.4. Securities transaction tax will not be applicable to the Equity Shares accepted in this Delisting Offer.

21.1.5. In the case of non – resident Public Shareholders (other than a FIIs), the rate of deduction of tax and the

quantum of amount on which tax rate is to be applied is dependent on several factors. Since the Acquirers

do not have in-house information in respect of various non-resident Public Shareholders, such Public

Shareholders must specify the details requested in the Bid Form/ Bid Revision Form including but not

21 | P a g e

limited to the following information: (i) residential status of the Public Shareholder; (ii) category to which

the non-resident Public Shareholder belongs i.e., Non Resident Indian, Overseas Corporate Body, Non-

domestic company or any other non-resident; (iii) date of acquisition of Equity Shares (to be supported by

evidence); (iv) cost of acquisition (to be supported by evidence); (v) in case of an individual Public

Shareholder, who is either a citizen of India or a person of Indian origin, who claims to be holding the

Equity Shares for more than 12 (twelve) months, whether the Equity Shares were acquired by him / her out

of convertible foreign exchange (to be supported by evidence); (vi) whether any concession in the matter of

tax deduction at source (“TDS”) is claimed based on certificate u/s. 195/ 197 (to be supported by

evidence); (vii) whether any concession in the matter of TDS is claimed under any DTAA (to be supported

by evidence).

21.1.6. Further, for the purpose of determining whether the capital gains are short-term or long-term, the Acquirers

shall, if required, cross verify the details provided by the Public Shareholder with the information obtained

from the Company.

21.1.7. Any non – resident Public Shareholder claiming benefit under any Double Taxation Avoidance Agreement

(“DTAA”) between India and any other foreign country should furnish ‘Tax Residence Certificate’

provided to him / it by the income tax authority of such other foreign country of which he / it claims to be a

tax resident. In addition, such shareholder will also be required to provide (i) nationality in case of an

individual (ii) country of incorporation / registration in case of any shareholder other than an individual (iii)

Tax identification number / unique number by which the shareholder is identified in the country of his / its

residence (iv) period for which the Tax Residence Certificate is issued and (v) Address of the shareholder

for the period for which Tax Residence Certificate is issued.

21.1.8. In case the non – resident / resident Public Shareholder furnishes certificate from the Income Tax

authorities under Section 195 or under section 197 of the IT Act, tax will be deducted at source in

accordance with the certificate.

21.2. For all non-resident shareholders except FII

21.2.1. In computing the amount of TDS, to be eligible for (a) deduction for cost of acquisition and (b) lower rate

of TDS as applicable to long term capital gain the shareholder will need to provide following documents:

(i) Document evidencing price at which Equity Shares were acquired e.g. broker invoice/ contract

note;

(ii) Document evidencing the date on which the Equity Shares were acquired, e.g. broker invoice /

contract note; and

(iii) To be eligible for lower rate of tax deduction (as envisaged in section 115E of the IT Act), an

individual shareholder, who is either an Indian citizen or a person of Indian origin, document

evidencing twin facts namely (i) Equity Shares are held for more than 12 (twelve) months and (ii)

Equity Shares were acquired by the individual himself / herself using convertible foreign

exchange. The document can be in the form of either (a) extract of relevant pages of demat

account or (b) bank certificate.

21.2.2. In absence of the above documents, the tax will be deducted at source on the entire consideration payable to

the Public Shareholder treating the nature of gain as short-term capital gains or business profits as the case

may be. In their absence, no deduction will be made in computing taxable gain and no concessional rate of

TDS (as applicable to long term capital gains) will be applied.

21.3. For Foreign Institutional Investors (FIIs)

21.3.1. In view of the recent change in the definition of ‘Capital Asset’ provided in section 2(14) of the IT Act,

shares held by all FII (and their sub – account) are to be treated as ‘Capital Asset’. The Acquirers will not

deduct tax at source on the consideration payable under the open offer since no tax is required to be

deducted at source on income by way of ‘Capital Gain’ arising to an FII (and their sub-account) from the

transfer of securities as per the provisions of section 196D(2) of the IT Act.

22 | P a g e

21.4. Tax to be deducted in case of resident Public Shareholders

21.4.1. In absence of any specific provision under the IT Act, the Acquirers will not deduct tax on the

consideration payable to resident Public Shareholders for acquisition of the Offer Shares.

21.5. Issue of tax deduction certificate

21.5.1. The Acquirers will issue a certificate in the prescribed form to the Public Shareholders (non- resident) who

have been paid the consideration after deduction of tax on the same certifying the amount of tax deducted

and other prescribed particulars.

21.6. Withholding taxes in respect of overseas jurisdictions

21.6.1. Apart from the above, the Acquirers will be entitled to withhold tax in accordance with the tax laws

applicable in the overseas jurisdictions where the non-resident Public Shareholder is a resident for tax

purposes (“Overseas Tax”).For this purpose, the non-resident Public Shareholder shall duly represent in

the Bid Form/ Bid Revision Form, the quantum of the Overseas Tax to be withheld as per the relevant tax

laws of the country in which the non-resident Public Shareholder is a tax resident and the Acquirers will be

entitled to rely on this representation at their/its sole discretion.

21.7. Documents to be submitted

As mentioned in paragraph 14.20, the following documents should also be submitted by the Public

Shareholders wishing to tender the Offer Shares:

21.7.1. Non-resident shareholders except FII

(i) Document evidencing price at which Offer Shares were acquired e.g. broker invoice / contract

note.

(ii) Document evidencing the date on which the Offer Shares were acquired e.g. broker invoice /

contract note.

(iii) An individual Public Shareholder (claiming concessional rate of TDS u/s. 115E of the Income Tax

Act, 1961), who is either an Indian citizen or a person of Indian origin, document evidencing twin

facts namely (i) Offer Shares are held for more than 12 (twelve) months and (ii) Offer Shares were

acquired by the individual himself / herself using convertible foreign exchange. The document can

be in the form of either (a) extract of relevant pages of demat account or (b) bank certificate.

(iv) Tax Residence Certificate where the non-resident Public Shareholder is claiming any benefit under

a DTAA. In addition, such shareholder will also be required to provide (i) nationality in case of an

individual (ii) country of incorporation / registration in case of any shareholder other than an

individual (iii) Tax identification number / unique number by which the shareholder is identified

in the country of his / its residence (iv) period for which the Tax Residence Certificate is issued

and (v) Address of the shareholder for the period for which Tax Residence Certificate is issued.

(v) Certificate u/s. 195 / 197 in case any concession in the matter of tax deduction at source (“TDS”)

based on certificate u/s. 195/ 197.

21.7.2. Resident Public Shareholders

(i) Self attested copy of PAN card.

21.8. Public Shareholders are advised to consult their tax advisors for 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

Acquirers and the Manager to the Delisting Offer do not accept any responsibility for the accuracy or

otherwise of such advice. Further, the tax laws as mentioned above are based on the prevailing provisions

of the IT Act and may undergo change in view of any amendment, if any made in the IT Act. The

23 | P a g e

Acquirers reserves the right to apply the rates for tax withholding as applicable at the time of payment to

the Public Shareholders.

21.9. The Acquirers will be statutorily required to apply the rates and other provisions related to tax deduction at

source as applicable at the time of acceptance of the Offer Shares under Delisting Offer / payment to the

Public Shareholders.

21.10. Taxes once deducted will not be refunded under any circumstances.

22. CERTIFICATION BY THE BOARD

22.1. The Board hereby certifies that:

22.1.1. there are no material deviations in the utilization of proceeds of issue of securities made during the

five years immediately preceding the date of the Public Announcement from the stated object of

such issue; and

22.1.2. all material information which is required to be disclosed under the provisions of the equity listing

agreement have been disclosed to each of the Stock Exchanges.

23. DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

23.1. It is to be distinctly understood that the permission given by the Stock Exchanges to use their electronic

automated facilities and infrastructure for “online reverse book building facility for delisting of securities”

should not in any way be deemed or construed that the compliance with various statutory and other

requirements by the Company, the Manager to the Delisting Offer, the Registrar to the Delisting Offer etc.

are cleared or approved by the Stock Exchanges; nor does the Stock Exchanges in any manner warrant,

certify or endorse the correctness or completeness of any of the compliance with the statutory and other

requirements nor do they have any financial responsibility or liability. The Stock Exchanges do not take

responsibility in any way for the financial or other soundness of the Company, its promoters or its

management.

23.2. It is also to be distinctly understood that the approval given by the Stock Exchanges should not in any way

be deemed or construed to mean that the Public Announcement and this Letter of Offer have been cleared

or approved by the Stock Exchanges, nor do the Stock Exchanges in any manner warrant, certify or endorse

the correctness or completeness of any of the contents of this Letter of Offer. The Stock Exchanges also do

not warrant that the securities will be delisted.

23.3. Every Public Shareholder who desire to avail the exit opportunity may do so pursuant to independent

inquiry, investigation and analysis and shall not have any claim against the Stock Exchanges whatsoever by

reason of any loss which may be suffered by such person consequent to or in connection with such offer

and tender of securities through Book Building Process whether by reason of anything stated or omitted to

be stated herein or any other reason whatsoever.

24. COMPLIANCE OFFICER

24.1. The compliance officer of the Company is:

Mr. Puneet Sehgal

Compliance officer and Company Secretary;

Tel: 011- 46522200/300

24.2. In case the Public Shareholders have any queries concerning the non-receipt of credit or payment for Offer

Shares or on delisting processes and procedure, they may address the same to the Registrar to the Delisting

Offer or the Manager to the Delisting Offer.

24 | P a g e

25. GENERAL DISCLAIMER

25.1. Every person who desires to avail of the Delisting Offer may do so pursuant to independent inquiry,

investigation and analysis and shall not have any claim against the Acquirers, the Manager to the Delisting

Offer, the Registrar to the Delisting Offer or the Company whatsoever by reason of any loss which may be

suffered by such person consequent to or in connection with such Delisting Offer and tender of securities

through the Book Building Process in accordance with the Delisting Regulations. This Letter of Offer will

not be filed, registered or approved in any jurisdiction outside India. Recipients of this Letter of Offer

resident in jurisdictions outside India should inform themselves of and comply with all applicable legal

requirements. This is not an offer for sale, or a solicitation of an offer to buy in the United States of

America and cannot be accepted by any means or instrumentality from within the United States of

America.

Signed by the Acquirers

On behalf of Pantec Devices Private Limited

________________________

Sd/-

________________________

Sd/-

On behalf of Pantec Consultants Private Limited

________________________

Sd/-

________________________

Sd/-

Date: November 18, 2014

25 | P a g e


Please read this document along with the Public Announcement dated November 12, 2014 and published on

November 12, 2014 (“Public Announcement”) and the Letter of Offer dated November 18, 2014 (“Letter of

Offer”) issued by Pantec Devices Private Limited and Pantec Consultants Private Limited (together the

“Acquirers”), since the terms and conditions of the Public Announcement and the Letter of Offer are deemed to

have been incorporated in and form part of this document. Unless the context otherwise requires, capitalized

expressions in this Bid cum Acceptance Form (“Bid Form”) have the same meaning as defined in the Public

Announcement and the Letter of Offer.

BID CUM ACCEPTANCE FORM for tender of Equity Shares of face value of Rs, 10 each of

INTEC CAPITAL LIMITED pursuant to the Delisting Offer made by Pantec Devices Private Limited and Pantec Consultants Private Limited

Bid Opening Date Last Date for Revision (Upwards)

or Withdrawal

Bid Closing Date

December 11, 2014 December 16, 2014

December 17, 2014

Floor Price Discovered Price Exit Price

Rs. 109.45

Price at which maximum

number of Offer Shares are

validly tendered during the

Bid Period

Discovered Price or price

higher than Discovered

Price

Leave Blank – to be filled by the trading Member

Bid Centre Application No. Date of Acceptance UID

Dear Sir(s),

Re: Delisting Offer for fully paid up Equity Shares of Intec Capital Limited (the “Company”) by the

Acquirers through the Book Building Process at a Floor Price of Rs. 109.45 per Equity Share (“Delisting

Offer”)

1. I/We, having read and understood the terms and conditions set out below, in the Public Announcement and

in the Letter of Offer, hereby tender my/our Offer Shares in response to the Delisting Offer.

2. I/We understand that the Trading Member to whom this Bid Form is sent/delivered, is authorized to tender

the Offer Shares on my/our behalf and the Offer Shares tendered under the Delisting Offer, shall be held in

trust by the Manager to the Delisting Offer until the time of the dispatch of payment of consideration

calculated at Discovered/Exit Price and/or the unaccepted Offer Shares are returned.

3. I/We hereby undertake the responsibility for the Bid Form and the Offer Shares tendered under the

Delisting Offer and I/We hereby confirm that the Acquirer/Manager to the Delisting Offer/Registrar to the

Delisting Offer/Trading Member shall not be liable for any delay/loss in transit resulting into delayed

receipt or non receipt of the Bid Form along with all requisite documents, by the Trading Member or

delay/failure in credit of Offer Shares to the Special Depository Account within due time, due to

inaccurate/incomplete particulars/instructions or any reason whatsoever.

4. I/We understand that this Bid is in accordance with the Delisting Regulations and all other applicable laws,

by way of the Book Building Process and the Acquirers are not bound to accept the Discovered Price.

5. I/We also understand that the Public Announcement and the Letter of Offer are subject to, and the Book

Building Process will be conducted in accordance with, the Delisting Regulations and all applicable

regulatory and government approvals, as detailed in the Letter of Offer and the Public Announcement.

26 | P a g e

6. I/We also understand that the payment of consideration will be done, if the Bids are accepted, after due

verification of Bids, documents and signatures. I/We also understand that should I/we fail to furnish all

relevant documents as set out in this Bid Form, the Public Announcement or the Letter of Offer, this Bid

may be considered invalid and may be liable to be rejected or there may be delays in making payment of

consideration to me/us.

7. I/We hereby confirm that I/we have never sold or part/dealt with, in any manner, with the Offer Shares

tendered under the Delisting Offer and these Offer Shares are free from any lien, equitable interest, charges

and encumbrances, whatsoever.

8. I/We hereby declare that there are no restraints/injunctions, or other order of any nature which

limits/restricts my/our rights to tender these Offer Shares and I/We are the absolute and only owner/s of

these Offer Shares and legally entitled to tender the Offer Shares under the Delisting Offer.

9. If I/we am/are a non-resident shareholder(s), I/we have enclosed a copy of the original permission which

I/we received from the RBI and the additional consents and confirmations as referred to in the Letter of

Offer.

10. If I/we am/are a NRI(s), OCB(s) /non-domestic company(ies) or a FII(s) or any other non-resident

shareholder(s), tax will be deducted at source in accordance with the Letter of Offer.

11. If I/we am/are a Shareholder(s) who is a resident in, or a citizen of, a jurisdiction outside India, I/we have

fully observed all applicable legal requirements and that an invitation to tender my/our Shares may be made

to and accepted by me/us under the laws of the relevant jurisdiction

12. I/We authorize the Acquirer, Manager to the Delisting Offer and Registrar to the Delisting Offer to send the

payment of consideration by way of crossed account payee cheque/demand draft/pay order through

registered post/courier/speed post at the address registered with the Company or by electronic credit.

13. I/We undertake to return the amount/Offer Shares immediately, received inadvertently.

14. I/We agree that upon acceptance of the Offer Shares by the Acquirers, tendered by me/us under the

Delisting Offer, I/we would cease to enjoy all right(s), title(s), claim(s) and interest(s) whatsoever, in

respect of such Offer Shares of the Company.

15. I/We are not a promoter(s) of the Company or a person acting in concert with any of the promoters of the

Company.

16. I/We agree that if for any reason, the income tax authorities raise a tax claim on the Acquirers and seek to

recover tax on the Delisting Offer from the Acquirers (where such tax claim actually pertains to, or is

relatable to, my/our tax liability), I/we agree to indemnify the Acquirer for the same.

17. I/We authorize the Acquirers to accept the Offer Shares so offered, which it may decide to accept in

consultation with the Manager to the Delisting Offer and in terms of the Letter of Offer and the Public

Announcement.

18. I/We further authorize the Acquirers to return to me/us, the share certificate(s) in respect of which the offer

is found not valid or is not acceptable, specifying the reasons thereof and in the case of dematerialized

Offer Shares, to the extent not accepted will be released to my/our depository account at my/our sole risk.

19. I/We hereby undertake to execute any further documents, give assurance and provide assistance, which

may be required in connection of the Delisting Offer and agree to abide by the decisions taken in

accordance with the applicable rules and regulations.

20. I/We have participated in this Offer pursuant to independent enquiry, investigation and analysis.

21. I/We acknowledge and confirm that all the particulars/statements given are true and correct.

1A. Shareholders Details (Please use BLOCK LETTERS)

Please fill the details of holder(s) the same order as appearing in the share certificate(s)/demat account. In case of

joint holding, details of the first named holder should be provided along with the names of other joint holders.

Holders Full Name PAN

First/Sole Holder

Joint Holder 2

Joint Holder 2

Full address of the First/sole holder:

Telephone/ Mobile Email id:

Please write the name of the joint holders in the same order that they appear on the share certificate(s)/ demat

account.

27 | P a g e

1B. Type of Investors Please tick (√) the box to the right of the appropriate category

Resident Individual(s) Non Resident Individual -

Repatriable

Non Resident Individual – Non

– Repatriable

Hindu undivided family Domestic Company OCB(s) / non-domestic

company

Bodies corporate FII Banks & FI(s)

Indian / Foreign Venture Funds Foreign venture capital investor Employees

Indian Mutual Fund Insurance Companies Multilateral/Bilateral FI’s

Any other non-resident

shareholder (please specify)

Others (please specify)

1C. Signatures of Public Shareholders

In case of joint holdings, all holders must sign below in the same order and as per specimen signatures registered

with the Company. In case of body corporate a stamp of the company should be affixed and necessary board

resolution authorizing the submission of this Bid Form should be attached. By your signature below, you will also

be deemed to be making the acknowledgement and authorizations set out in Box 3 below.

I/We hereby make an offer to tender the number of Offer Shares set out or deemed to be set out in Box 3 in

accordance with, and on and subject to the terms and conditions herein, the Letter of Offer and the Public

Announcement.

S.No. Name(s)

Signature

1 Sole/First holder:

2 Second holder:

3 Third holder:

4 Fourth holder:

2A. For shareholders holding shares In dematerialised form

I/We, holding Shares in demat form, enclose a photocopy of the delivery instructions / pledge instruction to the

Special Depository Account duly acknowledged by my/ our depository participant in respect of my/our Offer

Shares as detailed below:

Depository participant

Name of beneficiary

DP ID No. Client ID No.

No. of Equity Shares Depository (Please tick (√))

CDSL ____ NSDL ____

Date of execution of

depository instruction slip

Depository instruction slip (Please tick (√))

Delivery ______Pledge ______

Before submitting the Bid, you must instruct the depository participant of your depository account holding your

Offer Shares to deposit the Offer Shares you wish to tender into (or pledge the said Offer Shares to the Manager to

the Delisting Offer in favour of) the Special Depository Account whose details are mentioned below. Please ensure

that your Offer Shares are credited into the below mentioned account in OFF MARKET MODE. Failure to

credit/pledge your Offer Shares into the correct Special Depository Account may result in rejection of your Bid.

A photocopy of the delivery instruction or counterfoil of the delivery instruction slip furnished to the depository

participant of your depository account (duly acknowledged by such depository participant) as proof of credit of

your Offer Shares (or pledge of the said Offer Shares) to the Special Depository Account should be attached to

your Bid Form.

28 | P a g e

I/We confirm that I/we have enclosed a photocopy/counterfoil of my/our duly acknowledged delivery instruction

slip to my/our depository participant, crediting (or pledging) my/our Offer Shares to the Special Depository

Account as detailed below.

Details of Special Depository Account

CDSL


Special Depository Account Name Intec Capital Ltd Delisting Escrow Account operated by

ICICI Securities Ltd






NSDL


Special Depository Account Name Intec Capital Ltd Delisting Escrow Account Operated by







2B. For shareholders holding shares in physical form

I/We enclose the original Share certificate(s) and duly signed transfer deed(s) in respect of my/our Offer Shares

held as detailed below:

Folio No. Share certificate(s) No. Distinctive Nos. Number of

Offer Shares

From To

If the space provided is inadequate, please attach additional paper and authenticate the same Total

3. Details of Bid and Offer Shares tendered pursuant to the Delisting Offer

You should insert the number of Offer Shares you wish to tender and the price per Offer Share at which you are

tendering the same (your “Bid Price”) in the space provided below. If your Bid Price is less than the Floor Price

which is Rs.109.45 (Rupees one hundred nine and forty five paise) per Offer Share, you will be deemed to have

tendered your Equity Shares at Rs.109.45 (Rupees one hundred nine and forty five paise) per Offer Share.

Please note that for dematerialized Offer Shares, if the number of Offer Shares inserted in Box 2A is inconsistent

with the number of Offer Shares deposited into or pledged in favour of the Special Depository Account, the

number of Offer Shares deposited into or pledged in favour of the Special Depository Account will be deemed to

be the number of Offer Shares tendered by you

I/we hereby tender to the Acquirers, the number of Offer Shares as specified below at the Bid Price, specified

below:

In figures In words

Number of Offer Shares

Bid Price per Offer Share

(in Rs.)

29 | P a g e

4. Bank account details

In order to avoid any fraudulent encashment in transit of the cheque/pay order or demand draft issued by the

Acquirers towards the consideration payable for the Offer Shares tendered under this Bid Form, please fill the

following details of the First /sole Public Shareholder’s bank account and any consideration payable will be paid

by issuing an instrument or electronic transfer carrying the details of the bank account so provided. Any

consideration payable to Public Shareholders holding shares in dematerlised form will be sent to the first/sole

Public Shareholder based on bank account details obtained from the depositories’ database, wherever possible.

If you do not fill in this Box 4, any consideration payable will be sent in favour of the sole/first named Public

Shareholder at the address provided in Box 1A above. (however, there will be no obligation on the Acquirers or

Manager to the Offer or the Registrar to the Offer in relation to the same).

Name of the firs/sole holder’s bank

Branch address

City and pin code of the branch

Bank Account No.

Savings/ Current/ Others (please

specify)

MICR Code

IFSC

Please note that for fund transfer in electronic mode, the transfer would be done solely at your risk based on the

data provided above by you.

5. Tax certification for Non Resident Indians (“NRIs”)/Overseas Corporate Bodies (“OCBs”)/Foreign

Institutional Investors (“FIIs”)/foreign nationals, foreign companies, etc./non-resident shareholders only

Please refer to paragraph 21 of the Letter of Offer for details regarding tax to be deducted at source. Public

Shareholders are also advised to consult their tax advisors for 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 Acquirers, the

Company, the Manager to the Delisting Offer or the Registrar to the Delisting Offer do not accept any

responsibility for the accuracy or otherwise of such advice.

I/We certify that the tax deduction on the Offer Shares referred to in Box 2A and Box 2B is to be deducted on

account of: (Please tick (√) the box to the right of appropriate category)

Short term capital gains Long term capital gains Business profits

Note:

1. In case the Offer Shares are held on investment/capital account and the benefit of the article on capital gains

in the Double Taxation Avoidance Agreement (“DTAA”) is proposed to be obtained; then please confirm as

under : (Please tick (√) if applicable)

I/We hereby certify that I/we are eligible to claim the benefits of a DTAA in force and that I/we have

satisfied all the conditions as specified therein to claim the said benefits.

2. Where the Offer Shares tendered comprise both long term capital asset and short term capital asset please

furnish a statement showing computation of the break up into short term capital gains and long term capital

gains.

Notes:

1. All documents/remittances sent by/to the Public Shareholders will be at their risk and Public

Shareholders are advised to adequately safeguard their interests in this regard.

30 | P a g e

2. Please read the notes along with entire contents of Public Announcement, Letter of Offer and the Bid

Acceptance Form particularly, the Sections titled “Details of Bid Centres and Trading Member”

(Paragraph 13) and “Procedure for Bidding” (Paragraph 14) of the Letter of Offer.

3. The number of Offer Shares tendered under the Offer should match with the number of shares specified in the

share certificate(s) enclosed or shares credited in the Special Depository Account under the respective client ID

number.

4. The Public Shareholders may withdraw, or revise their bids upwards not later than One (1) day before the Bid

Closing Date i.e. on or before 3:00 PM on December 17, 2014. Any such request for revision or withdrawal of

bids received after 3:00 PM on December 16, 2014 will not be accepted. Downward revision of bids shall not

be permitted.

5. In case, the Bid Price is less than the Floor Price of Rs. 109.45, it will be deemed that the Offer Shares have

been tendered at the Floor Price of Rs. 109.45.

6. You must submit the Bid Revision Form to the same Trading Member and the same Bid Centre through

whom your original Bid Form was submitted. Please ensure that you enclose a copy of the

acknowledgement slip relating to your previous bid.

7. Please note that all the information, terms and conditions contained in the original Bid Form shall remain valid,

except which has been revised under the Bid Revision Form.

8. The consideration shall be paid only in the name of sole/first holder.

9. Please refer to Box 6A/Box 6B/Box 6C/Box 6D of the Bid Form for details of documents to be submitted

along with the Bid Form by the Public Shareholders.

10. In case the bids are not complete in all respects or the documents required to be submitted (details of which are

provided in Box 6A, Box 6B, Box 6C and Box 6D of the Bid Form, as the case may be) are not submitted, the

same may be liable for rejection.

11. Under no circumstances should the Bid Form be dispatched to the Acquirers or the Company, or to the

Registrar to the Offer or to the Manager to the Offer.

12. It is the sole responsibility of Public Shareholders to ensure that their Offer Shares are credited to or

pledged in favour of the Special Depository Account on or before 3:00 PM on the Bid Closing Date i.e.,

December 17, 2014 (Wednesday).

13. For submitting the Bid Form by hand delivery: Please submit this Bid Form together with other necessary

documents referred to above by hand delivery to the Trading Member at any of the Bid Centres nearest to

you. The list of Bid Centres and their contact details are provided in paragraph 13 of the Letter of Offer.

14. For submitting the Bid Form by post/courier: In case you reside in an area where no Bid Centres are located,

you may also submit your Bid Form by registered post/speed post (at your own risk and cost) clearly marking

the envelope “Intec Capital - Delisting Offer”, so as to ensure that the Bid Form along with relevant documents

is delivered to the Trading Member at the following address: 1stFloor, Dheeraj Sagar, Opp. Goregaon Sports

Club, Link Road, Malad (West), Mumbai – 400064 (Kind Attention: Mr.Palash Mehta / Mrs. Divya Pramod) on

or before 3:00 PM on the Bid Closing Date. If duly filled Bid Forms arrive before the Bid Period opens, the Bid

will continue to remain valid, subject to the Trading Member not submitting the Bid until the commencement of

the Bid Period. The list of Bid Centres and their contact details are provided in paragraph 13 of the Letter of

Offer.

6. Documents to be submitted along with Bid Form

6A. Documents to be submitted by all resident and non-resident Public Shareholders along with Bid Form

All resident and non-resident Public Shareholders should submit the following documents along with the Bid

Form:

If Offer Shares are held in physical form

If Offer Shares are held in dematerialized form

The Bid Form duly filled and signed by all Public

Shareholders whose names appear on the share

certificate.

The Bid Form duly filled and signed by the Public

Shareholders.

Original share certificate(s).

The duly executed photocopy or counterfoil of the

delivery instruction slip to the depository participant/

pledge creation slip.

31 | P a g e

Valid share transfer deed(s) duly signed as transferors

by all registered Public Shareholders (in case of joint

holdings) in the same order and as per specimen

signatures registered with the Company and duly

witnessed at the appropriate place(s). Attestation, where

required,(thumb impressions, signature difference, etc.)

should be done by a magistrate/or notary public/or bank

manager under their official seal.

Self-attested copy of PAN card / PAN allotment letter.

Unregistered Public Shareholders to additionally

provide original broker contract note and valid share

transfer deed as received from the market, duly stamped

and executed as the transferee(s).

Self-attested copy of PAN card/PAN allotment letter.

In the event that the Offer Shares are being tendered on behalf of the Public Shareholders by power of attorney

holders (“PoA Holders”), the Bid Forms and the share transfer deeds, where applicable, shall be signed by the

PoA Holders. Further, a copy of the power of attorney executed in favour of the PoA Holders shall also be

provided in the event that such power of attorney is not already registered with the Company or the Registrar to

the Offer or the Company’s share transfer agent.

In the event the Bid Form is executed by a body corporate i.e., a person other than natural person, then a

certified copy of the board resolution should be submitted.

In case, the sole/joint Public Shareholder has died, but the Offer Shares are still held in the name of the

deceased person(s), please enclose the copies of death certificate/will/probate/succession certificate and other

relevant papers, as applicable. A consent letter indicating the details of transfer i.e., number of Offer Shares to

be transferred, the name of the Company whose Equity Shares are being transferred i.e., “Intec Capital Limited”

and the price at which the Offer Shares are being transferred i.e., “Price determined in accordance with the

SEBI (Delisting of Equity Shares) Regulations, 2009, as amended” duly signed by the Public Shareholders or

his/its duly appointed agent and in the latter case, also enclose the power of attorney.

6B. Documents to be submitted by FIIs along with Bid Form

The FIIs holding Offer Shares in physical form or dematerialized form should submit the following additional

documents:

SEBI registration letter.

Copy of the original permission received from RBI for the Offer Shares held by them. If the Offer Shares are

held under the general permission of RBI, the FIIs should furnish a copy of the relevant notification/circular

pursuant to which the Offer Shares are held and state whether the Offer Shares are held on repatriable or non-

repatriable basis. Specifically, FIIs who have acquired the Equity Shares on the stock exchanges under the

‘Portfolio Investment Scheme’ route, must seek the approval of the RBI for tendering the Offer Shares in the

Delisting Offer before submitting the Bid Form, and attach a copy of the approval along with the Bid Form.

Copy of the (i) written confirmation from their custodian confirming that the Offer Shares held by them were

acquired from proceeds deposited in the FII’s account maintained with the custodian in India; or (ii) a copy of

the statement of account maintained with an authorized dealer in India evidencing that the Offer Shares held

by them were acquired from proceeds deposited in such account being a foreign currency denominated

account or special non-resident rupee account; or (iii) bankers’ certificates certifying inward remittance of

funds for the original acquisition of Offer Shares held by them.

32 | P a g e

6C. Documents to be submitted by all non-resident Public Shareholders other than FIIs along with Bid

Form

All the non-resident Public Shareholders, other than FIIs, should submit the following additional documents, as

applicable to them:

Non-resident Public Shareholders tendering Offer Shares should submit a copy of the permission received

from RBI for the Offer Shares held by them. If the Offer Shares are held under the general permission of the

RBI, the non-resident Public Shareholders should furnish a copy of the relevant notification/circular pursuant

to which the Offer Shares are held and state whether the Offer Shares are held on repatriable or non-repatriable

basis.

NRIs and OCBs shall also enclose a copy of the permission received from RBI, for tendering their Offer

Shares in the Delisting Offer.

NRIs tendering Offer Shares and desiring to have the proceeds credited to a NRE account or FCNR account

and where the RBI approval does not specify otherwise shall submit a copy of the relevant notification/or

circular pursuant to which the Offer Shares are held and state if the Offer Shares are held on a repatriable

basis. NRIs shall also furnish (a) written confirmation from their bank confirming that the Offer Shares held

by them were acquired from proceeds deposited in the NRO, NRE or FCNR account, as the case may be; or

(b) a copy of the statement of the NRO/NRE/FCNR account, as the case may be, maintained with the bank in

India evidencing that the Offer Shares held by them were acquired from proceeds deposited in such account;

or (c) bankers’ certificates certifying inward remittance of funds for the original acquisition of Offer Shares

held by them.

OCBs to enclose Form OAC of the current year.

In case of an individual non-resident Public Shareholder, who is either a citizen of India or a person of Indian

Origin, who has himself / herself acquired Equity Shares with convertible foreign exchange and has also held

such Equity Shares for at least 12 (twelve) months prior to the date on which the Equity Shares, if any, are

accepted under the Offer, the Public Shareholder will have to furnish a copy of his/ her demat account clearly

reflecting the fact that Equity Shares held in that account are in repatriable mode, to be eligible for this lower

rate of tax deduction at source. Further, copy of the demat account should also reflect that the Equity Shares

were held for more than 12 months prior to the date on which the Equity Shares, if any, are accepted under the

Offer. In case of Equity Shares being held in physical mode, the Public Shareholder will have to furnish

certificate from his/ her bank to the effect that the purchase consideration of these Equity Shares was paid out

of non-resident external account of the Public Shareholder concerned.

6D. For Tax Deduction at Source (TDS) Purposes

If the Offer Shares tendered comprise both long term capital asset and short term capital asset, please furnish a

statement showing computation of the break up into short term capital gains and long term capital gains.

In order to seek deduction of tax at a lower rate or on a lower amount, please enclose no-objection certificate /

tax clearance certificate / Certificate for deduction of tax at lower rate from income tax authorities issued

under Section 195(3) or under Section 197 of the Income Tax Act, indicating the tax to be deducted, if any, by

the Acquirer before remittance of consideration.

Note: In case of the documents/information as requested in Box 6A / 6B / 6C / 6D are not submitted, or the

Acquirers consider the documents / information submitted to be ambiguous/incomplete/conflicting, the Acquirers

reserve the right to withhold tax on the entire consideration at the maximum marginal rate as applicable to the

category of the Public Shareholder, under the Income Tax Act, 1961.

33 | P a g e

CHECKLIST

(Please Tick (√) the box to the right of the appropriate category)

Physical Shareholders

Dematerialized Shareholders

Bid Form

Bid Form

Original share certificate(s) of Intec Capital Limited Copy of acknowledged Delivery instruction slip /

pledge creation slip

Valid share transfer deed(s). Unregistered Public

Shareholders to additionally provide original broker

contract note and valid share transfer deed(s) as

received from the market, duly stamped and executed as

the transferee(s)

Self-attested copy of PAN card/PAN allotment letter

Self-attested copy of PAN card/PAN allotment letter Other documents as specified in Box 6A/ 6B/ 6C/ 6D

of the Bid Form

Other documents as specified in Box 6A/ 6B/ 6C/ 6D of

the Bid Form

Please note that no correspondence regarding the submission, revision or withdrawal of the Bid should be sent to

the Registrar to the Delisting Offer, Manager to the Delisting Offer, the Acquirer or the Company. All such

correspondence should be sent to the Trading Member only.

THIS PAGE HAS B

EEN INTENTIO

NALLY LEFT B

LANK

34 | P a g e

------------------------------------------------------ TEAR ALONG THIS LINE --------------------------------------------------

ACKNOWLEDGMENT SLIP

Delisting Offer by

Pantec Devices Private Limited

and

Pantec Consultants Private Limited

for

INTEC CAPITAL LIMITED

Received from Mr./Mrs./Ms./M/s

_________________________________________________________________

Contact Nos:

_________________________________________________________________________________

a Bid Form offering _______________________ Offer Share(s) of Intec Capital Limited at a Bid Price of

Rs. ___________________________________________________ per Offer Share to the Acquirers.

Physical Shareholder Dematerialized Shareholder

Folio No. Depository Participant

ID No.

Share Certificate No. Client ID No.

Number of Offer Shares Number of Offer Shares

Received but not verified share certificate(s) and share transfer deed(s)

Signature of Official: _______________________________________

Date of receipt: ____________________________________________

(To be filled in by the Trading

Member)

Application No.:

_________________________

35 | P a g e



ICICI Securities Limited

ICICI Centre, H. T. Parekh Marg,


Tel: +91 22 2288 2460,

Fax: +91 22 2282 6580







Tel: +91-22-404 30 200

Fax: +91-22-2847 5207



E-Mail: [email protected]

Contact Person : Mr. Ashok Shetty

All correspondence in relation to this Offer should be addressed to the same Bid Center where you have submitted

your original Bid or at the following address:

1stFloor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400064 (Kind Attention:

Mr. Palash Mehta / Mrs. Divya Pramod)


the Registrar to the Offer, Manager to the Offer, the Acquirers or the Company. All such correspondence should be

sent to the Trading Member only.

36 | P a g e


Please read this document along with the Public Announcement dated November 12, 2014 and published on

November 12, 2014 (“Public Announcement”) and the Letter of Offer dated November 18, 2014 (“Letter of

Offer”) issued by Pantec Devices Private Limited and Pantec Consultants Private Limited (together the

“Acquirers”), since the terms and conditions of the Public Announcement and the Letter of Offer are deemed to

have been incorporated in and form part of this document. Unless the context otherwise requires, capitalized

expressions in this Bid Revision/ Withdrawal Form (“Bid Revision Form”) have the same meaning as defined in

the Public Announcement and the Letter of Offer.

BID REVISION/ WITHDRAWAL FORM for tender of Equity Shares of face value of Rs. 10 (Rupees ten) each of

INTEC CAPITAL LIMITED pursuant to the Delisting Offer made by Pantec Devices Private Limited and Pantec Consultants Private Limited

Bid Opening Date Last Date for Revision (Upwards)

or Withdrawal

Bid Closing Date

December 11, 2014 December 16, 2014

December 17, 2014

Floor Price Discovered Price Exit Price

Rs. 109.45

Price at which maximum

number of Offer Shares are

validly tendered during the

Bid Period

Discovered Price or price

higher than Discovered

Price

Leave Blank – to be filled by the trading Member

Bid Centre Application No. Date of Acceptance UID

Dear Sir(s),

I/We hereby revoke any offer made in any Bid Form submitted prior to the date of this Bid Revision/Withdrawal

Form (“Bid Revision Form”) in respect of the Offer Shares of Intec Capital Limited. Subject to terms and condition

of the Letter of Offer, Public Announcement and Bid Form I/we here by wish to:

Revise my/our Bid Withdraw my/our bid

1A. Shareholders Details (Please use BLOCK LETTERS)

Please fill the details of holder(s) the same order as appearing in the share certificate(s)/demat account. In case of

joint holding, details of the first named holder should be provided along with the names of other joint holders.

Holders Full Name PAN

First/Sole Holder

Joint Holder 2

Joint Holder 2

Full address of the First/sole holder:

Telephone/ Mobile Email id:

Please write the name of the joint holders in the same order that they appear on the share certificate(s)/ demat

account.

37 | P a g e

1B. Type of Investors Please tick (√) the box to the right of the appropriate category

Resident Individual(s) Non Resident Individual -

Repatriable

Non Resident Individual – Non

– Repatriable

Hindu undivided family Domestic Company OCB(s) / non-domestic

company

Bodies corporate FII Banks & FI(s)

Indian / Foreign Venture Funds Foreign venture capital investor Employees

Indian Mutual Fund Insurance Companies Multilateral/Bilateral FI’s

Any other non-resident

shareholder (please specify)

Others (please specify)

1C. Signatures of Public Shareholders

In case of joint holdings, all holders must sign below in the same order and as per specimen signatures registered

with the Company. In case of body corporate a stamp of the company should be affixed and necessary board

resolution authorizing the submission of this Bid Form should be attached. By your signature below, you will also

be deemed to be making the acknowledgement and authorizations set out in Box 3 below.

I/We hereby make an offer to tender the number of Offer Shares set out or deemed to be set out in Box 3 in

accordance with, and on and subject to the terms and conditions herein, the Letter of Offer and the Public

Announcement.

S.No. Name(s)

Signature

1 Sole/First holder:

2 Second holder:

3 Third holder:

4 Fourth holder:

2. Increase in number of Offer Shares tendered

Please note that Box 2A and 2B below to be filled only if the number of Offer Shares have increased as compared

to number of Offer Shares tendered in the previous Bid.

2A. For shareholders holding shares In dematerialised form

I/We, holding Shares in demat form, enclose a photocopy of the delivery instructions / pledge instruction to the

Special Depository Account duly acknowledged by my/ our depository participant in respect of my/our Offer

Shares as detailed below:

Depository participant

Name of beneficiary

DP ID No. Client ID No.

No. of Equity Shares Depository (Please tick (√))

CDSL ____ NSDL ____

Date of execution of

depository instruction slip

Depository instruction slip (Please tick (√))

Delivery ______ Pledge ______

Before submitting the Bid, you must instruct the depository participant of your depository account holding your

Offer Shares to deposit the Offer Shares you wish to tender into (or pledge the said Offer Shares to the Manager to

the Delisting Offer in favour of) the Special Depository Account whose details are mentioned below. Please ensure

that your Offer Shares are credited into the below mentioned account in OFF MARKET MODE. Failure to

credit/pledge your Offer Shares into the correct Special Depository Account may result in rejection of your Bid.

38 | P a g e

A photocopy of the delivery instruction or counterfoil of the delivery instruction slip furnished to the depository

participant of your depository account (duly acknowledged by such depository participant) as proof of credit of

your Offer Shares (or pledge of the said Offer Shares) to the Special Depository Account should be attached to

your Bid Form.

I/We confirm that I/we have enclosed a photocopy/counterfoil of my/our duly acknowledged delivery instruction

slip to my/our depository participant, crediting (or pledging) my/our Offer Shares to the Special Depository

Account as detailed below.

Details of Special Depository Account

CDSL


Special Depository Account Name Intec Capital Ltd Delisting Escrow Account operated by







NSDL


Special Depository Account Name Intec Capital Ltd Delisting Escrow Account Operated by







2B. For shareholders holding shares in physical form

I/We enclose the original Share certificate(s) and duly signed transfer deed(s) in respect of my/our Offer Shares

held as detailed below:

Folio No. Share certificate(s) No. Distinctive Nos. Number of Offer

Shares

From To

If the space provided is inadequate, please attach additional paper and

authenticate the same Total

3. Details of previous Bid and Equity Shares tendered pursuant to the Delisting Offer:

Figures in Numbers Figures in Words

Number of Equity Shares

Bid Price per Equity Shares (in Rs.)

4. Details of Revised Bid and Equity Shares tendered pursuant to the Delisting Offer:

Figures in Numbers Figures in Words

Number of Equity Shares

Bid Price per Equity Shares (in Rs.)

Signature

Sole / First Holder

Second Holder

Third Holder

39 | P a g e

5. Withdrawal of Bid

I/We hereby confirm that I/we would like to withdraw the offer acceptance as evidenced by submission of my/our

original Bid Form or previous Bid Revision Form as detailed in Box 3 above and would like to treat that Bid as

null and void.

Please tick (√) the box to the right of appropriate category:

Yes No

6. Tax certification for Non Resident Indians (“NRIs”)/Overseas Corporate Bodies (“OCBs”)/Foreign

Institutional Investors (“FIIs”)/foreign nationals, foreign companies, etc./non-resident shareholders only

Please refer to paragraph 21 of the Letter of Offer for details regarding tax to be deducted at source. Public

Shareholders are also advised to consult their tax advisors for 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 Acquirers, the

Company, the Manager to the Delisting Offer or the Registrar to the Delisting Offer do not accept any

responsibility for the accuracy or otherwise of such advice.

I/We certify that the tax deduction on the Offer Shares referred to in Box 2A and Box 2B is to be deducted on

account of: (Please tick (√) the box to the right of appropriate category)

Short term capital gains Long term capital gains Business profits

Note:

1. In case the Offer Shares are held on investment/capital account and the benefit of the article on capital gains

in the Double Taxation Avoidance Agreement (“DTAA”) is proposed to be obtained; then please confirm as

under : (Please tick (√) if applicable)

I/We hereby certify that I/we are eligible to claim the benefits of a DTAA in force and that I/we have

satisfied all the conditions as specified therein to claim the said benefits.

2. Where the Offer Shares tendered comprise both long term capital asset and short term capital asset please

furnish a statement showing computation of the break up into short term capital gains and long term capital

gains.

Notes:

1. All documents/remittances sent by/to the Public Shareholders will be at their risk and Public

Shareholders are advised to adequately safeguard their interests in this regard.

2. Please read the notes along with entire contents of Public Announcement, Letter of Offer and the Bid

Acceptance Form particularly, the Sections titled “Details of Bid Centres and Trading Member”

(paragraph 13) and “Procedure for Bidding” (paragraph 14) of the Letter of Offer.

3. The number of additional Offer Shares tendered under the Offer should match with the number of shares

specified in the share certificate(s) enclosed or shares credited in the Special Depository Account under the

respective client ID number.

4. The Public Shareholders may withdraw, or revise their bids upwards not later than One (1) day before the Bid

Closing Date i.e. on or before 3:00 PM on December 17, 2014. Any such request for revision or withdrawal of

bids received after 3:00 PM on December 16, 2014 will not be accepted. Downward revision of bids shall not

be permitted.

5. In case, the Bid Price is less than the Floor Price of Rs. 109.45, it will be deemed that the Offer Shares have

been tendered at the Floor Price of Rs. 109.45.

6. You must submit this Bid Revision Form to the same Trading Member and the same Bid Centre through

whom your original Bid Form was submitted. Please ensure that you enclose a copy of the

acknowledgement slip relating to your previous bid.

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7. Please note that all the information, terms and conditions contained in the original Bid Form shall remain valid,

except which has been revised under the Bid Revision Form.

8. The consideration shall be paid only in the name of sole/first holder.

9. Please refer to Box 6A/Box 6B/Box 6C/Box 6D of the original Bid Form for details of documents to be

submitted along with the Bid Revision Form by the Public Shareholders.

10. The Bid Revision Form shall be accompanied by all the documents details of which are mentioned in Box 6A,

Box 6B, Box 6C and Box 6D of the original Bid Form. In case the bids are not complete in all respects or the

documents required to be submitted (details of which are provided in Box 6A, Box 6B, Box 6C and Box 6D of

the original Bid Form, as the case may be) are not submitted, the same may be liable for rejection.

11. Under no circumstances should the Bid Revision Form be dispatched to the Acquirer or the Company, or to the

Registrar to the Offer or to the Manager to the Offer.

12. It is the sole responsibility of Public Shareholders to ensure that their Offer Shares are credited to or

pledged in favour of the Special Depository Account on or before 3:00 PM on the Bid Closing Date i.e.,

December 17, 2014 (Wednesday).

13. For submitting the Bid Revision Form by hand delivery: Please submit this Bid Revision Form together with

other necessary documents referred to above by hand delivery to the same Trading Member and the same

Bid Centre where the original Bid was submitted not later than One (1) day before the Bid Closing Date i.e.

on or before 3:00 PM on December 17, 2014 (Wednesday). The list of Bid Centres and their contact details are

provided in paragraph 13 of the Letter of Offer.

For submitting the Bid Revision Form by post/courier: In case you reside in an area where no Bid Centres

are located, you may also submit your Bid Form by registered post/speed post (at your own risk and cost)

clearly marking the envelope “Intec Capital - Delisting Offer”, so as to ensure that the Bid Form along with

relevant documents is delivered to the Trading Member at the following address: 1stFloor, Dheeraj Sagar, Opp.

Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400064 (Kind Attention: Mr.Palash Mehta / Mrs.

Divya Pramod) on or before 3:00 PM on the Bid Closing Date. If duly filled Bid Forms arrive before the Bid

Period opens, the Bid will continue to remain valid, subject to the Trading Member not submitting the Bid until

the commencement of the Bid Period. The list of Bid Centres and their contact details are provided in paragraph

13of the Letter of Offer.

CHECKLIST

(Please Tick (√) the box to the right of the appropriate category)

Physical Shareholders

Dematerialized Shareholders

Bid Revision Form Bid Revision Form

Copy of Trading Member acknowledgement slip of

original Bid Form. In case where applicable, copy of

previous Bid Revision Form

Copy of Trading Member acknowledgement slip of

original Bid Form. In case where applicable, copy of

previous Bid Revision Form

In case of increase in number of Offer Shares, original

share certificates and valid share transfer deeds for

additional Offer Shares tendered. Unregistered Public

Shareholders to additionally provide original broker

contract note and valid share transfer deed as received

from the market in respect of additional Offer Shares

tendered through the Bid Revision Form

In case of increase in number of Offer Shares, copy of

acknowledged Delivery instruction slip/pledge creation

slip for additional Offer Shares tendered

Self-attested copy of PAN card/PAN allotment letter Self-attested copy of PAN card/PAN allotment letter

Other documents as specified in Box 6A/ 6B/ 6C/ 6D of

the original Bid Form

Other documents as specified in Box 6A/ 6B/ 6C/ 6D

of the original Bid Form

Others documents, as applicable in respect of additional

Offer Shares tendered

Other Documents, as applicable in respect of additional

Offer Shares tendered

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ACKNOWLEDGMENT SLIP

Delisting Offer by

Pantec Devices Private Limited

and

Pantec Consultants Private Limited

for

INTEC CAPITAL LIMITED

Received from Mr./Mrs./Ms./M/s

_________________________________________________________________

Contact Nos:

_________________________________________________________________________________

a Bid Revision Form/ Withdrawal Form offering total of_______________________ Offer Share(s) of Intec

Capital Limited at a revised Bid Price of Rs.

___________________________________________________ per Offer Share to the Acquirers, together

with a photocopy of the Delivery Instruction for the Transfer*

Physical Shareholder Dematerialized Shareholder

Folio No. Depository Participant

ID No.

Share Certificate No. Client ID No.

Number of Offer Shares Number of Offer Shares

* Applicable only if additional Offer Shares are tendered by the Public Shareholder

Signature of Official: _______________________________________

Date of receipt: ____________________________________________

Bid Revision Form Application No. ___________________________________ (To be filled by Trading

Member)

(To be filled in by the Trading

Member)

Application No.:

_________________________

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ICICI Securities Limited

ICICI Centre, H. T. Parekh Marg,


Tel: +91 22 2288 2460,

Fax: +91 22 2282 6580







Tel: +91-22-404 30 200

Fax: +91-22-2847 5207



E-Mail: [email protected]

Contact Person : Mr. Ashok Shetty

All correspondence in relation to this Offer should be addressed to the same Bid Center where you have submitted

your original Bid or at the following address:

1st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400064 (Kind

Attention: Mr. Palash Mehta / Mrs. Divya Pramod)


the Registrar to the Offer, Manager to the Offer, the Acquirers or the Company. All such correspondence should be

sent to the Trading Member only.