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Munjal Showa Ltd. Director's Dealing 2020

Dec 21, 2020

61724_rns_2020-12-21_39f639cb-5e28-4594-93ef-ed2d71f8bae2.pdf

Director's Dealing

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MUNJAL SHOWA LIMITED

Date: 21 December, 2020

Pursuant to the Regulation 30 read with Schedule III of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Regulation 3 of SEBI (Prohibition of Insider Regulations) Regulations, 2015, we would like to inform you that the Company has received an information from the following persons that they are in process of inter-se transfer of shares amongst themselves through an off-market transaction.

Registered Office & Works : 9-11, Maruti Industrial Area, Sector - 18, Gurugram - 122 015 (Haryana) INDIA
E-mail : [email protected] Website : www.munjalshowa.net
Corporate Identity Number : L34101HR1985PLC020934, PAN : AAACM0070D
Phone : 0124-4783000
Fax : 0124-2341359
To,
BSE Limited
To,
Scrip code: 520043 National Stock Exchange of India Limited
Symbol: MUNJALSHOW
Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G,
Dalal Street, Bandra Kurla Complex, Bandra (E),
Mumbai- 400 001 Mumbai — 400 051
Date: 21 December, 2020
Dear Sir/ Ma'am, with Regulation 10(5) of SEBI (SAST) Regulations, 2011 Sub: Disclosure of Inter-se Transfer of Shares between the Promoters / Promoter Group in accordance
The
Date of
Proposed
Transaction
details of the same are as under:
Name of the Transferor
would like to inform you that the Company has received an information from the following persons that
they are in process of inter-se transfer of shares amongst themselves through an off-market transaction.
Name of the Transferee proposed to be
No of Shares
transferred
% of
Holdi
olding
On or after 28"
December, 2020
Show Corporation, Japan
pora
aPan
Dayanand Munjal
Investments Private Limited
;
39,97
4,39,973
109
1.10%
This being an Inter se transfer of shares between the Promoters, the same falls within the exemption under
Regulation 10 (1)(a)(ii) provided under SEBI (SAST) Regulation, 2011. This is in nature of transfer of shares
through an off-Market transaction amongst Promoters. The aggregate shareholding of the Promoter and
Promoter Group before and after the above inter se transaction remains the same.
In this connection necessary disclosure under Regulation 10(5) for the above said acquisition in prescribed
format, as submitted by the Acquirer is enclosed herewith for your kind information and records.
Thanking you,
For Munjal Showa Limited,
,
he Sharma)
(Ge
tanjafi'
Company Secretary & Complia
M. No. A42219
Date: December 21, 2020
Place: Gurugram

For Munjal Showa Limited, , (Ge tanjafi' he Sharma) Company Secretary & Complia M. No. A42219 Date: December 21, 2020 Place: Gurugram

DAYANAND MUNJAL INVESTMENTS PRIVATE LIMITED

REGD. OFFICE: G. T. ROAD, HERO NAGAR, LUDHIANA-141003 CIN: U67120PB1979PTC004038, PHONE: 9910027951 EMAIL:[email protected]

To, BSE Limited Scrip code: 520043 Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001

To, National Stock Exchange of India Limited Symbol: MUNJALSHOW Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

To, Munjal Showa Limited, 9-11, Maruti Industrial Area, Gurugram, Haryana – 122 015

Date: 21 December, 2020

Sub: Prior Intimation under regulation 10(5) of the Securities and Exchange Board of India (Substantial acquisition of Shares and Takeovers) Regulations, 2011 for proposed acquisition of shares

Dear Sir/ Ma'am,

As due compliance of Regulation 10(5) of the Securities and Exchange Board of India (Substantial acquisition of Shares and Takeovers) Regulations, 2011, the undersigned being one of the Promoters of the Company, hereby furnish the PRIOR INTIMATION in the specified format under Regulation 10(5) in respect of proposed inter-se transfer of 4,39,973 shares (1.1%) shares of Munjal Showa Limited being the Target Company ("TC") in the following manner:

Inter-se Transfer of 4,39,973 (1.1%) shares from Showa Corporation, Japan to Dayanand Munjal Investments Private Limited, being Promoters of the TC.

The shares are proposed to be acquired by way of "Mutual agreement between the Promoters" from amongst the Promoter and Promoter Group pursuant to exemption provided in Regulation 10(1)(a)(ii) (qualifying person being persons named as promoters in the shareholding pattern filed by the Target Company for not less than three years prior to the proposed acquisition) and there will be no change in the total shareholding of the Promoters Group after such inter-se transfer of shares of TC.

Thanking You,

For Dayanand Munjal Investments Private Limited (Acquirer),

YOGESH CHANDER MUNJAL

Digitally signed by YOGESH CHANDER MUNJAL DN: c=IN, st=Delhi, 2.5.4.20=7ba5115fbdabd9db7cc15b1cb1a16a0ad6398abd873b 5e10178ccf91526a8b23, postalCode=110048, street=HOUSE NO. B-175,GREATER KAILASH-1, serialNumber=4ede1ba9d7d5d7155985d8115aed3e2a57cf0ef8 312490c1a639e55c8462026b, o=Personal, cn=YOGESH CHANDER MUNJAL, pseudonym=f30fbc6ebfae1f110b472878b57d62bf Date: 2020.12.21 14:29:53 +05'30'

(Yogesh Chander Munjal) Director DIN- 00003491

Date: December 21, 2020 Place: Ludhiana

DAYANAND MUNJAL INVESTMENTS PRIVATE LIMITED

REGD. OFFICE: G. T. ROAD, HERO NAGAR, LUDHIANA-141003 CIN: U67120PB1979PTC004038, PHONE: 9910027951 EMAIL:[email protected]

Disclosures under Regulation 10(5) – Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1 Name of the Target Company (TC) Munjal Showa Limited
2 Name of the acquirer(s) Dayanand Munjal Investments Private Limited
3 Whether the acquirer(s) is/ are promoters of the TC
prior to the transaction. If not, nature of relationship
or association with the TC or its promoters
Yes, the acquirer is one of the Promoters of the
Target Company
4 Details of the proposed acquisition
Name of the person(s) from whom shares are to
a
be acquired
Showa Corporation, Japan
b Proposed date of acquisition On or after 28th December, 2020
c Number of shares to be acquired from each
person mentioned in 4(a) above
4,39,973 equity shares
d Total shares to be acquired as % of share capital
of TC
1.10%
e Price at which shares are proposed to be
acquired
INR 75 per share
f Rationale, if any, for the proposed transfer Inter-se transfer of shares amongst Promoters of
the Target Company, as per the mutual agreement
between the Promoters
5 Relevant sub-clause of regulation 10(1)(a) under which
the acquirer is exempted from making open offer
The acquisition is exempted under sub-clause (ii) of
Regulation
10(1)(a)
of
the
SEBI
(Substantial
Acquisition of Shares and Takeovers) Regulations,
2011
6 If, frequently traded, volume weighted average market
price for a period of 60 trading days preceding the date
of issuance of this notice as traded on the stock
exchange where the maximum volume of trading in the
shares of the TC are recorded during such period
INR 135.28 per share
7 If in-frequently traded, the price as determined in terms
of clause (e) of sub-regulation (2) of regulation 8
Not applicable

DAYANAND MUNJAL INVESTMENTS PRIVATE LIMITED

REGD. OFFICE: G. T. ROAD, HERO NAGAR, LUDHIANA-141003 CIN: U67120PB1979PTC004038, PHONE: 9910027951 EMAIL:[email protected]

8 Declaration by the acquirer, that the acquisition price
would not be higher by more than 25% of the price
computed in point 6 or point 7 as applicable.
Yes, we hereby declare that the acquisition price shall
not be higher by more than 25% of the volume
weighted average market price for a period of 60
trading days preceding the date of issuance of this
notice computed in point 6 above
9 Declaration by the acquirer, that the transferor and
transferee have complied / will comply with applicable
disclosure requirements in Chapter V of the Takeover
Regulations, 2011 (corresponding provisions of the
repealed Takeover Regulations 1997)
Yes, the transferor and transferee have complied and
will comply with all the applicable disclosure
requirements
in
Chapter
V
of
the
Takeover
Regulations, 2011
10 Declaration by the acquirer that all the conditions
specified under regulation 10(1)(a) with respect to
exemptions has been duly complied with
Yes, all the conditions specified under Regulation
10(1)(a)(ii) with respect to exemption has been duly
complied with
Before the proposed
transaction
After the proposed
transaction
11 Shareholding details No. of
shares
/voting
rights
% w.r.t
total
share
capital of
TC
% w.r.t total
share
capital of TC
% w.r.t
total
share
capital of
TC
Acquirer(s) and PACs (other than sellers) 1,56,00,000 39.00% 1,60,39,973 40.10%
Seller (s) 1,04,00,000 26.00% 99,60,027 24.90%

For Dayanand Munjal Investments Private Limited (Acquirer),

Digitally signed by YOGESH CHANDER MUNJAL

YOGESH CHANDER MUNJAL DN: c=IN, st=Delhi, 2.5.4.20=7ba5115fbdabd9db7cc15b1cb1a16a0ad6398abd873b5 e10178ccf91526a8b23, postalCode=110048, street=HOUSE NO. B-175,GREATER KAILASH-1, serialNumber=4ede1ba9d7d5d7155985d8115aed3e2a57cf0ef83 12490c1a639e55c8462026b, o=Personal, cn=YOGESH CHANDER MUNJAL, pseudonym=f30fbc6ebfae1f110b472878b57d62bf Date: 2020.12.21 14:31:03 +05'30'

(Yogesh Chander Munjal) Director DIN- 00003491

Date: December 21, 2020 Place: Ludhiana