Lords Chloro Alkali Ltd — M&A Activity 2021

Sep 29, 2021

Lords Chloro Alkali Limited

A-281, Ist Floor, Defence Colony, New Delhi-110 024 Phones: +91-11-40239034/35/36/37/38 E-mail: contact@lordschloro.com Web: www.lordschloro.com

September 29, 2021

To. The Manager BSE Limited P. J. Towers, Dalal Street Mumbai - 400001

Subject: Recommendations on the Open Offer to the shareholders of Lords Chloro Alkali Limited by Committee of Independent Directors in terms of Regulation 26(7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir/Madam,

We, Lords Chloro Alkali Limited (hereinafter referred to as the 'Target Company') are hereby submitting the recommendations of committee of independent directors on the open offer made by Mr. Madhav Dhir, Ms. Srishti Dhir and Dhir Hotels and Resorts Private Limited (hereinafter collectively referred to as 'Acquirers') to acquire 92,75,000 (Ninety-Two Lacs Seventy Five Thousand) Equity Shares representing 36.87% of the total paid-up equity share capital of the Target Company at a price of INR 47.75/- (Indian Rupees Forty Seven and Seventy Five Paisa only) for each equity share of Target Company, pursuant to, and in compliance with, amongst others, Regulation 3(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ('SEBI (SAST) Regulations, 2011').

Kindly take the above information on your records.

For Lords Chloro Alkali Limited Richardian

(Compary Secretary & Compliance Officer)

Registered Office: SP-460, Matsya Industrial Area, Alwar-301030 (Rajasthan) Phone: 0144-2881221, 2881360 CIN: L24117RJ1979PLC002099

LORDS CHLORO ALKALI LIMITED

Registered Office: - 460, Matsya Industrial Area, Alwar, Rajasthan - 301030 Tel. No.: +91-44-2941056 E-mail ID: secretarial@lordschloro.com Website: www.lordschloro.com CIN: L24117RJ1979PLC002099

Recommendations of the Committee of Independent Directors ('IDC') for the Open Offer to the Shareholders of Lords Chloro Alkali Limited (hereinafter referred to as 'the Company') by Mr. Madhav Dhir, Ms. Srishti Dhir and Dhir Hotels and Resorts Private Limited (hereinafter referred to as 'Acquirers') under Regulation 26(7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ('SEBI (SAST) Regulations, 2011').

1.	Date	September 28, 2021, Tuesday
2.	Name of the Company	Lords Chloro Alkali Limited
$\overline{3}$ .	Details of the Offer pertaining to the Company	Open Offer to acquire upto 92,75,000 Equity Shares representing 36.87% of the Issued, Subscribed and Paid-up Share Capital of the Company from the Equity Shareholders, other than the Acquirer at a price of INR 47.75/- per share
4.	Name of the Acquirer	Mr. Madhav Dhir $1_{-}$ 2. Ms. Srishti Dhir 3. Dhir Hotels and Resorts Private Limited
5.	Name of the Manager to the Offer	Corporate Professionals Capital Private Limited
6.	Members of the Committee of Independent Directors	1. Mr. Sandeep Singh-Chairperson 2. Mr. R. S. Makhni-Member 3. Ms. Poonam Bisht-Member 4. Mr. R. P. Chauhan - Member
$\overline{7}$ .	IDC Member's relationship with the Company	The IDC members are Independent Directors of the Company.
8.	Trading the Equity in shares/other securities of the Company by IDC Members	Except Mr. R. S. Makhni, independent Director (holds 15,200 equity shares) and Mr. Sandeep Singh, Independent Director (holds 10 equity shares), none of the IDC members hold any shares of the Company and neither have they traded in any equity shares / other securities of the Company during a period of 12 months prior to the date of Public Announcement and since then till date.
9.	IDC Member's relationship with the Acquirer	The IDC members do not have any relationship with the Acquirers.
10.	Trading the Equity $\overline{m}$ shares/other securities of the Acquirer by IDC Members	Not Applicable

11.	Recommendation on the Open offer, as to whether the offer is fair and reasonable	Based on the review of the Public Announcement and the Detailed Public Statement issued by the Manager to the Offer on behalf of the Acquirer, IDC believe that the Open Offer is in accordance with SEBI (SAST) Regulations, 2011 and to that extent is fair and reasonable. The shareholders should independently evaluate the offer and take their own informed decision. They are also advised to seek expert tax opinion before taking their decision in this regard.
12.	Summary of for reasons recommendation	The Equity Shares of the Company are not frequently traded within the meaning and definition of 'frequently traded shares' under clause (j) of sub-regulation (1) of Regulation 2 of the SEBI (SAST) Regulations, 2011. This Open Offer is being made voluntarily under the provisions of Regulation 3(2) of SEBI (SAST) Regulations by Acquirers with the intent to consolidate their shareholding to the extent of maximum permissible non-public shareholding bythe acquisition of 92,75,000 (Ninety Two Lacs Seventy Five Thousand) Equity Shares representing 36.87% of the issued, Subscribed and Paid-up Share capital of the Company having face value of INR 10.00/- (Indian Rupees Ten Only) per share at a price of INR 47.75/- (Indian Rupees Forty Seven and Seventy Five Paisa Only) per share. Please note that over a period of three financial year, the Profit after tax of the Target Company was unstable and since it is not a triggered transaction, the Manager to the Offer and Acquirers have considered following parameters to arrive at a fair value of the equity share of the Target Company.
		Other Parameters Amount weighted INR 39.33 Volume average market price of 60 trading days prior to the date of Public
		Announcement INR 34.62 Average of the weekly high and low of the volume weighted average price of the Target Company during the fifty two

		weeks preceding the
		date of Public
		Announcement
		Average of the weekly INR 35.50
		high and low of the
		volume weighted
		average price of the
		Target Company
		during the twenty six
		weeks preceding the
		date of Public
		Announcement
		Book Value / Net Asset	INR 34.19
		Value per share	(as on 30th June, 2021)
			Also, an independent valuation was carried by a
			Chartered Accountant having experience of more than
		10 years and he has arrived at the following fair value of the equity share of the Target Company.
		Other Parameters	Based the on
			unaudited financial
			data for the quarter
			ending June 30, 2021
		Comparable Trading	INR 42.77
		Multiples Value and
		Other Valuation
		Parameters
			(*) Source: As certified by Mr. Manish Kumar Bubna,
			Partner of Ambani & Associates LLP, Chartered
		Accountants having office at A-3/87, Gurunanak Pura.
		104 Garg Complex, Opp. V3S Mall, Laxmi Nagar, Delhi
		- 110092; Tel. No.: +91-9810904100; Email ID:
		ca.manish.bubna@gmail.com vide certificate dated July 28, 2021. Therefore, considering all the parameters and with the intent of Acquirer, along with their persons acting in
		concert, to consolidate shareholding to the extent of
			maximum permissible non-public shareholding, they
			have made an Open Offer at a price of INR 47.75
			(Indian Rupees Forty Seven and Seventy Five Paisa
			Only) which is fair and justified in terms of the provisions
		of SEBI (SAST) Regulations, 2011.
13.	Details of Independent	None
	Advisors, if any.

		14. Any other matter(s) to be None
highlighted

"To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in all material respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the information required to be disclosed by the Company under the Takeover Code."

For and on behalf of The Committee of Independent Directors of

Place: Delhi Date: 28.09.2021

Sandeep Singh

Chairperson - Committee of Independent Directors

	NEW OFLHI WEDNESDAY, 29 SEPTEMBER 2021 BILSINESS Standard
	LORDS CHLORO ALKALI LIMITED Registered Office - 460, Matsya incitis in Arda, Alwa, Procestion - Turner
	Tel. No.: +91-44-2941056 E-mail ID: secretarial@fordschlore.com Websiter www.lordachloro.com
	CIN: L24117RJ1979PLC002089 Recommendations of the Committee of Independent Directors ('IDC') for the Open Offer to the Shareholders of Lords Chloro Alkali
Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations, 2011).	Limited (hereinafter referred to as 'the Company') by Mr. Medhav Dhir, Ms. Srishti Dhir and Dhir Hotels and Resorts Private Limited (hereinafter referred to as 'Acquirers') under Regulation 26(7) of Securities and Exchange Board of India (Substantial Acquisition of
1. Date	September 28, 2021 Tuesda
2. Name of the Company 3. Details of the Offer pertaining to the Company	Lords Chloro Alkall Limited Open Offer to acquire upto 92,75,000 Equity Shares representing 36.87% of the Issued,
4. Name of the Acquirer	Subscribed and Paid-up Share Capital of the Company from the Equity Shareholders, other than the Acquirer at a price of INR 47.75/- per share 1. Mr. Madhav Dhir
	2. Ms. Srishti Dhir 3. Dhir Hotels and Resorts Private Limited
5. Name of the Manager to the Offer 6. Members of the Committee of Independent Directors	Corporate Professionals Capital Private Limited 1. Mr. Sandeep Singh-Chairperson 2. Mr. R. S. Makhni- Member 3. Ms. Poonam Bisht-Mēmber
the Company The	4. Mr. R. P. Chauhan - Member 7. IDC Member's relationship with IDC members are independent Directors of the Company.
8. Trading in the Equity shares/other sacurities of the Company by IDC Members	Except Mr. R. S. Makhril, Independent Director (holds 15,200 equity shares) and Mr. Sandeep Singh, Independent Director (holds 10 equity shares), none of the IDC members hold any shares of the Company and neitner have they traded in any equity shares / other securities of the Company during a period of 12 months prior to the date of Public Announcement and since then fill date.
9. IDC Member's relationship with the Acquirer	The IDC members do not have any relationship with the Acquirers
10. Trading in the Equity shares/other securities of the Acquirer by IDC Members	Not Applicable
11. Recommendation on the Open offer, as to whether the offer is fair and reasonable *	Based on the review of the Public Announcement and the Detailed Public Statement issued by the Manager to the Offer on behalf of the Acquirer, (DC believe that the Open Offer is in accordance with SEBI (SAST) Regulations, 2011 and to this studies it star and recourse to. The shareholders should independently evaluate the offer and ture was out informationed recision. They are also advised to seek expert tax upinion before teleroy ran ceps in the win regard.
12 Summary of reasons for recommendation	The Equity Shales of the Company are not requently traded winin the meaning and detailed? of "requestily traded shares' under clause (i) of sub-regulation (4) of Regulation 2 of the SEBI (SAST) Regulations, 2011. This Open Offer is being made volutuarily under the provisions of Regulation 3(2) of SEBI- (SAST) Regulations by Acquirers with the Intent to consolidate their shareholding to the extent of maximum permassible non-public shareholding by the acquisition of 92,75,000 (Ninety Tillo) Lacs Seventy Five Thousand) Equity Shares representing 36.67% of the Issued, Subscribed and Paid-up - nare capital of the Company having face vehie of INR 10.00/- (Indian Rupees Tan Only) per share at a price or iNR 47.75/- (Indian Rupees Forty Seven and Seventy Five Palsa Only) per share Please note that over a period of three financial year, the Profit after tax of the Target Company was unstable and since it is not a triggered transaction, the Manager to the Offer and Amodera have considered following parameters to arrive at a fair value of the equity share of the feature of concerns Other Parameters	APPOINT!
	Volume weighted average market price of 60 trading days onor to the date of Public Armouncement	MARSE.33
	Average of the weekly high and low of the volume weighted average price of the Target Company during the fifty two weeks preceding the date of Public Anhouncement	INR 34:62
	Average of the weekly high and low of the volume weighted average price of the Target Company during the twenty six weaks preceding the date of Public Announcement	INR 35.50
	Book Value / Net Asset Value per share	INR34.19 (as on 30 b June, 2021).
	Also, an independent valuation was carried by a Chartered Accountant having experience of more than 10 years and he has arrived at the following fair value of the equity share of the Target Company,
	Other Parameters	Based of the Linaudited: trancial data for the quarter ending June 30, 2021
	Comparable Trading Multiples Maint and Other Valuation Perameters (*) Source: As certified by Mr. Mentsh Kunter Bubne, Pertner of Ambani & Associates LLP, Chartered Accountants having office at A-987, Gurunanak Pura, 194 Garg Complex, Opp. V3S Mail, Lavmi Nagar, Delhi - 110092; Taj, No .: +91-9810904100; Email ID: ca.inanish.bubna@gmail.com vide certificate.dated July 28-2021, Therefore, considering all the parameters and with the briant of Acquirer, along with their	INR 42.77
	persons acting in concert, to consolidate shareholding to the extent of maximum permissible non-public shareholding, they have made an Open Offer at a price of tNR 47.75 (Indian Rupees Forty Seven and Seventy Five Pales Oitly) which is fair and justified in terms of the provisions of SEBI (SAST) Regulations, 2011.
13 Details of Independent Advisors. If Name any.
14 Any other matter(s) to be highlighted None Information required to be disclosed by the Company under the Takeover Code."	To the best of our knowledge and belief, after making proper enruliny, the information contained in or accompanying this statement is, in all material respect, true and correct and not misleading, whether by prission of any information or diverwise, and includes all the The Committee of Independent Directors of	For and on boban of
Place: Delhi		Stri- Sandeep Singh Chairperso - Committee of Independent Directors

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