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Alembic Ltd Major Shareholding Notification 2020

Jan 4, 2020

61312_rns_2020-01-04_e7f86f3a-b597-430e-81ec-bdda1415e933.PDF

Major Shareholding Notification

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Date: 3[rd] January, 2020

To,
National Stock Exchange of India Limited
Exchange Plaza,
Plot No. C/1, G Block,
Bandra Kurla Complex,
Bandra (East), Mumbai - 400 051
NSEScrip Code:ALEMBICLTD
To,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
BSEScrip Code: 506235

Dear Sirs,

Sub: Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (‘Takeover Regulations’)

Target Company: Alembic Limited

I, Malika Chirayu Amin, holding equity shares of Alembic Limited, as part of the promoter group, have transferred to an individual being an immediate relative and also a promoter of Alembic Limited, by way of ‘inter-se’ transfer, 25.01% equity shares of Nirayu Limited (“Holding Company”) which holds a 59.27% stake in Alembic Limited as part of the promoter group, amounting to indirect acquisition of equity shares of Alembic Limited by the Acquirer under Regulation 3 read with Regulation 5 of the Takeover Regulations. The said transfer was pursuant to inter-se transfer of shares amongst qualifying persons as specified in Regulation 10(1)(a)(i) and Regulation 10(1)(a)(ii) of Takeover Regulations.

Chapter V - Regulation 28(1) of the Takeover Regulations requires that disclosures under the said Chapter shall be of the aggregated shareholding and voting rights of the acquirer or promoter of the target company or every person acting in concert with him. There has been no transfer of shares of the Target Company and there has been no change in the aggregated shareholding and voting rights of the promoter group of the Target Company. However, out of abundant caution, the disclosure as prescribed under Regulation 29(2) of the Takeover Regulations in relation to the aforesaid indirect transfer of shares is enclosed.

Kindly take the same on record.

Thanking you,

Yours faithfully,

MALIKA CHIRAYU AMIN Digitally signed by MALIKA CHIRAYU AMIN DN: c=IN, o=Personal, 2.5.4.20=09bf75a95977dad072a13cfadace954aff9ca46d61e197be0a472f5b1aafbcb4, postalCode=390007, st=GUJARAT, 2.5.4.45=03410064613464376333326162616639616262313033386163633632393930383630373262306234653065613766366536356234303963373162313830636163326330, serialNumber=b37726ae6dbbe066edda01f99961fc5e860a04f740bc202c02e2e5b398a54c1f, cn=MALIKA CHIRAYU AMIN Date: 2020.01.03 20:26:01 +05'30'

Malika Chirayu Amin

Encl.: As above.

Format for disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1. Name of the Target Company (TC) Alembic Limited Alembic Limited Alembic Limited Alembic Limited Alembic Limited
2. Name(s) of the acquirer and Persons Acting in Concert
(PAC)with the acquirer

Pranav Chirayu Amin
3. Whether the acquirer belongs to Promoter/Promoter
group
Yes, the Acquirer forms part of the
Promoter/ Promoter Group/ PAC
4. Name(s) of the Stock Exchange(s) where the shares of
TC are Listed
BSE Limited
National Stock Exchange of India Limited
5. Details of the acquisition / disposal as follows Number % w.r.t. total
share/voting
capital
wherever
applicable(*)
% w.r.t. total
diluted
share/voting
capital of the
TC(**)
6. Before the acquisition under consideration, holding
of acquirer along with PACs of (Please seeTable 1):
a) Shares carrying voting rights
b) Shares in the nature of encumbrance (pledge/ lien/
non-disposal undertaking/ others)
c) Voting rights (VR) otherwise than by shares
d) Warrants/convertible securities/any other instrument
that entitles the acquirer to receive shares carrying
voting rights in the T C (specify holding in each
category)
e) Total (a+b+c+d)


17,22,84,415
Nil
Nil
Nil
17,22,84,415


67.09%
Nil
Nil
Nil
67.09%
67.09%
Nil
Nil
Nil
67.09%
7. Details of acquisition/sale
a) Shares carrying voting rights acquired/sold
(Please see Table 1)
The Acquirer has not directly acquired the
equity shares of the TC but has acquired the
equity shares of Nirayu Limited (“Holding
Company”) which holds 59.27% stake in
the TC as part of the promoter group.
Please refer Table 2 for number of equity
shares of the Holding Company which has
been acquired bythe Acquirer.
b) VRs acquired /sold otherwise than by shares
c) Warrants/convertible securities/any other instrument
that entitles the acquirer to receive shares carrying
voting rights in the TC (specify holding in each
category) acquired/sold
d) Shares encumbered / invoked/released by the acquirer
e) Total (a+b+c+/-d)
Nil
Nil
Nil
-
N.A.
N.A.
N.A.
-
N.A.
N.A.
N.A.
-
8. After the acquisition/sale, holding of acquirer along
with PACs of (Please seeTable 1):
a) Shares carrying voting rights
b) Shares encumbered with the acquirer
c) VRs otherwise than by shares
d) Warrants/convertible securities/any other instrument
that entitles the acquirer to receive shares carrying
voting rights in the TC (specify holding in each
category) after acquisition
e) Total (a+b+c+d)

17,22,84,415
Nil
Nil
Nil
17,22,84,415
67.09%
Nil
Nil
Nil
67.09%
67.09%
Nil
Nil
Nil
67.09%
9. Mode of acquisition / sale (e.g. open market / off-
market / public issue / rights issue / preferential
allotment / inter-se transfer etc).


The Acquirer has not directly acquired the
equity shares of the TC but has acquired the
equity shares of Nirayu Limited (“Holding
Company”) which holds a 59.27% stake in
the TC as part of the promoter group.
Please refer Table 2 for number of equity
shares of the Holding Company which has
been acquired by the Acquirer. Further,
such transfer of shares of Holding
Company has been by way of gift to the
Acquirer by the Seller.
10. Date of acquisition / sale of shares / VR or date of
receipt of intimation of allotment of shares, whichever
is applicable


2ndJanuary, 2020
11. Equity share capital / total voting capital of the TC
before the said acquisition / sale

Rs.
51,35,63,656/-
divided
into
25,67,81,828 Equity Shares of Rs. 2/- each
fully paid up.
12. Equity share capital/ total voting capital of the TC after
the said acquisition / sale

Rs.
51,35,63,656/-
divided
into
25,67,81,828 Equity Shares of Rs. 2/- each
fully paid up.
13. Total diluted share/voting capital of the TC after the
said acquisition

Rs.
51,35,63,656/-
divided
into
25,67,81,828 Equity Shares of Rs. 2/- each
fully paid up.

MALIKA CHIRAYU AMIN Digitally signed by MALIKA CHIRAYU AMIN DN: c=IN, o=Personal, 2.5.4.20=09bf75a95977dad072a13cfadace954aff9ca46d61e197be0a472f5b1aafbcb4, postalCode=390007, st=GUJARAT, 2.5.4.45=03410064613464376333326162616639616262313033386163633632393930383630373262306234653065613766366536356234303963373162313830636163326330, serialNumber=b37726ae6dbbe066edda01f99961fc5e860a04f740bc202c02e2e5b398a54c1f, cn=MALIKA CHIRAYU AMIN Date: 2020.01.03 20:26:51 +05'30'

Malika Chirayu Amin (Seller)

Date: 3[rd] January, 2020 Place: Vadodara

TABLE 1

Shareholding of Acquirer(s), PACs and Seller individually in TC (in terms of no. & as a percentage of the total share/voting capital of the TC) before and after the acquisition:

Sr.
No.


Name of Shareholders
Shares held before the
**transaction **
Shares held before the
**transaction **
Shares held after the
transaction (#)
Shares held after the
transaction (#)
No. of
shares/voting
rights
% w.r.t
total share
capital of
TC
No. of
shares/voting
rights
% w.r.t
total share
capital of
TC
a. Acquirer (s) and PACs (other than
Seller(s)(*)
Acquirer (s)
Pranav Chirayu Amin 19,32,411 0.75% 19,32,411 0.75%
PACs [other than Seller (s)]
Chirayu Ramanbhai Amin 83,17,6441 3.24% 83,17,6441 3.24%
ShaunakChirayu Amin 19,32,651 0.75% 19,32,651 0.75%
Krupa Shaunak Amin 100
0.00%
100
0.00%
InaayaShaunak Amin 57,410 0.02% 57,410 0.02%
Naintara Shaunak Amin 57,410 0.02% 57,410 0.02%
Ranvir PranavAmin 57,410 0.02% 57,410 0.02%
Samira PranavAmin 57,410 0.02% 57,410 0.02%
Nirayu Limited 15,21,88,590 59.27% 15,21,88,590 59.27%
Barkha PranavAmin 100 0.00% 100 0.00%
Shreno Limited 100
0.00%
100
0.00%
Paushak Limited 1,525 0.00% 1,525 0.00%
AlembicCityLimited -
0.00%
-
0.00%
Vidyanidhi Trust -
0.00%
-
0.00%
ArogyavardhiniSociety -
0.00%
-
0.00%
Utkarsh Vidyakendra -
0.00%
-
0.00%
UjjwalVidyalaya -
0.00%
-
0.00%
Laburnum FamilyTrust 200 0.00% 200 0.00%
Virsad FamilyTrust 200 0.00% 200 0.00%
Viramya Packlight LLP 1,800 0.00% 1,800 0.00%
Udit Chirayu Amin -
0.00%
-
0.00%
TishyaUdit Amin - 0.00% - 0.00%
Shreno Publications Limited 100 0.00% 100 0.00%
Laksh Trust 100 0.00% 100 0.00%
Grace Star Trust 100 0.00% 100 0.00%
GallupTrust 100 0.00% 100 0.00%
Satori Trust 100 0.00% 100 0.00%
Total 16,46,05,461 64.10% 16,46,05,461 64.10%
b. Seller(s)
Malika Chirayu Amin 76,78,954 2.99% 76,78,954 2.99%
Total 76,78,954 2.99% 76,78,954 2.99%

As the transaction is an indirect acquisition of equity shares of the TC, there shall be no change in direct shareholding of the Acquirer and the Seller in the TC. However, as detailed in Table 2, the Acquirer intends to acquire equity shares of the Holding Company, which holds stake in the TC.

1 20,53,833 Equity Shares held in the name of Chirayu Ramanbhai Amin in representative capacity of Karta of Chirayu Ramanbhai Amin HUF.

TABLE 2

Indirect transfer of equity shares in Alembic Limited amongst promoters and immediate relative thereof (qualifying persons)

No. of equity % equity
Name of the Company whose equity shares are
transferred
shares held in
Target
Company
holding in the
Target
Company
Nirayu Limited (Details given in Note 1) 15,21,88,590 59.27%
**Total ** 15,21,88,590 59.27%

Note 1 Transfer of equity shares of Nirayu Limited

Particulars No. of equity
shares
% equity
hldi
transferred ong
Transferor’s Name
Malika Chirayu Amin 62,275 25.01%
Total 62,275 25.01%
Transferee’s Name
Pranav Chirayu Amin 62,275 25.01%
Total 62,275 25.01%