Garware Technical Fibres : Buyback - others

DRAFT LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Letter of Offer will be sent to you as a registered Equity Shareholder of Garware Technical Fibres Limited as on the Record Date, being Friday, November 4, 2022, in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended. If you require any clarifications about the action to be taken, you may consult your stock broker or your investment consultant or the Manager to the Buyback i.e., Ambit Private Limited or the Registrar to the Buyback i.e., Link Intime India Private Limited. Please refer to the section "Definition of Key Terms" on page 1 of this Draft Letter of Offer for the definition of the capitalised terms used herein.

GARWARE TECHNICAL FIBRES LIMITED

CIN: L25209MH1976PLC018939

Registered Office: Plot No. 11, Block D-1, MIDC, Chinchwad, Pune - 411 019

Tel. No.: [phone] | Fax. No.: [phone]

Contact Person: Mr. Sunil Agarwal, Company Secretary and Compliance

Officer

E-mail: [e-mail] | Website: www.garwarefibres.com

OFFER TO BUYBACK NOT EXCEEDING 2,40,000 (TWO LAKHS FORTY THOUSAND ONLY) ) FULLY PAID-UP EQUITY SHARES OF THE COMPANY OF THE FACE VALUE OF INR 10/- (INDIAN RUPEES TEN ONLY) EACH, REPRESENTING 1.16% OF THE EQUITY SHARES IN THE EXISTING TOTAL PAID-UP EQUITY CAPITAL OF THE COMPANY AS ON THE DATE OF THE BOARD MEETING AND AS OF MARCH 31, 2022, FROM ALL ELIGIBLE SHAREHOLDERS (EQUITY SHAREHOLDERS AS ON THE RECORD DATE, BEING FRIDAY, NOVEMBER 4, 2022) ON A PROPORTIONATE BASIS, THROUGH THE 'TENDER OFFER' PROCESS, AT A PRICE OF INR 3,750/- (INDIAN RUPEES THREE THOUSAND SEVEN HUNDRED AND FIFTY ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE MAXIMUM AMOUNT NOT EXCEEDING INR 90,00,00,000/- (INDIAN RUPEES NINETY CRORES ONLY) EXCLUDING THE TRANSACTION COSTS.

1. The Buyback is being undertaken in accordance with Article 138 of the Articles of Association of the Company, Sections 68, 69, 70 and all other applicable provisions of the Companies Act and the relevant rules made thereunder including the Share Capital and Debentures Rules and the Companies (Management and Administration) Rules, 2014, to the extent applicable, the SEBI Buyback Regulations read with SEBI Circulars and SEBI Listing Regulations. The Buyback is subject to receipt of such approvals of statutory, regulatory, or governmental authorities, as may be required under the applicable laws.
2. The Buyback Offer Size represents 9.57% and 9.86% of the aggregate of the Company's fully paid-up equity capital and free reserves as per the latest standalone and consolidated audited financial statements of the Company, respectively, as on March 31, 2022. The Buyback Offer Size is within the statutory limit of 10% of the aggregate of the paid-up capital and free reserves of the Company as on March 31, 2022 as per Section 68(2) of the Companies Act and Regulation 5(i)(b) of the SEBI Buyback Regulations.
3. The Letter of Offer will be sent to all Eligible Shareholders (as defined below) as on the Record Date, being Friday, November 4, 2022 in accordance with the SEBI Buyback Regulations and such other circulars or notifications, as may be applicable.
4. For details of the procedure for tender and settlement, please refer to the "Procedure for Tender Offer and Settlement" on page 39 of this Draft Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the "Tender Form") is enclosed together with this Draft Letter of Offer.
5. For details of the procedure for Acceptance, please refer to the "Process and Methodology for the Buyback" on page 35 of this Draft Letter of Offer. For mode of payment of cash consideration to the Eligible Shareholders, please refer to "Procedure for Tender Offer and Settlement - C. Method of Settlement" on page 46 of this Draft Letter of Offer.
6. A copy of the Public Announcement, this Draft Letter of Offer, and the Letter of Offer (including the Tender Form) is expected to be available on the website of Securities and Exchange Board of India i.e., www.sebi.gov.in and on the website of the Company i.e., www.garwarefibres.com and the Stock Exchanges at www.bseindia.com and www.nseindia.com.
7. Eligible Shareholders are advised to read this Draft Letter of Offer and in particular refer to "Details of Statutory Approvals" and "Note on Taxation" on pages 33 and 49 of this Draft Letter of Offer, respectively, before tendering their Equity Shares in the Buyback.

	BUYBACK PROGRAMME
BUYBACK OPENS ON		[●]
BUYBACK CLOSES ON		[●]
LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER	[●] by 5:00 P.M.
SPECIFIED DOCUMENTS BY THE REGISTRAR TO THE BUYBACK
MANAGER TO THE BUYBACK	REGISTRAR TO THE BUYBACK

AMBIT PRIVATE LIMITED

Ambit House,

449, Senapati Bapat Marg, Lower Parel,

Mumbai, India - 400 013 Tel. No.: :[phone] Fax No.: [phone]

Contact Person: Miraj Sampat / Devanshi Shah

Email: [e-mail]

Website: www.ambit.co

SEBI Registration No.: INM000010585

Validity Period: Permanent

CIN: U65923MH1997PTC109992

Link Intime India Private Limited

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083,

Maharashtra, India

Tel No.: [phone]

Fax No.: [phone]

Contact Person: Sumeet Deshpande

Email: [e-mail]

Investor Grievance Id: [e-mail]

Website: www.linkintime.co.in

SEBI Registration No.: INR000004058

Validity Period: Permanent

CIN: U67190MH1999PTC118368

	TABLE OF CONTENTS
1.	SCHEDULE OF ACTIVITIES FOR THE BUYBACK ...........................................................................	1
2.	DEFINITION OF KEY TERMS ..............................................................................................................	1
3.	DISCLAIMER CLAUSE........................................................................................................................	5
4.	TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS...	7
5.	DETAILS OF THE PUBLIC ANNOUNCEMENT ...............................................................................	13
6.	DETAILS OF THE BUYBACK.............................................................................................................	13

7. INTENTION OF THE PROMOTERS AND MEMBERS OF THE PROMOTERS GROUP TO

	PARTICIPATE IN THE BUYBACK.....................................................................................................	15
8.	AUTHORITY FOR THE BUYBACK ...................................................................................................	20
9.	NECESSITY OF THE BUYBACK........................................................................................................	20
10.	MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON
	THE COMPANY ....................................................................................................................................	20
11.	BASIS OF CALCULATING THE BUYBACK OFFER PRICE ...........................................................	22
12.	SOURCES OF FUNDS FOR THE BUYBACK.....................................................................................	22
13.	DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN..............	23
14.	FIRM FINANCIAL ARRANGEMENT.................................................................................................	23
15.	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN...........................................................	23
16.	BRIEF INFORMATION ABOUT THE COMPANY ............................................................................	24
17.	FINANCIAL INFORMATION ABOUT THE COMPANY ..................................................................	28
18.	STOCK MARKET DATA......................................................................................................................	31
19.	DETAILS OF STATUTORY APPROVALS .........................................................................................	33
20.	DETAILS OF REGISTRAR TO THE BUYBACK ...............................................................................	34
21.	PROCESS AND METHODOLOGY FOR THE BUYBACK................................................................	35
22.	PROCEDURE FOR TENDER OFFER AND SETTLEMENT..............................................................	39
23.	NOTE ON TAXATION..........................................................................................................................	49
24.	DECLARATION BY THE BOARD OF DIRECTORS .........................................................................	51

25. REPORT BY THE COMPANY'S STATUTORY AUDITOR ON PERMISSIBLE CAPITAL

	PAYMENT .............................................................................................................................................	52
26.	DOCUMENTS FOR INSPECTION.......................................................................................................	55
27.	DETAILS OF COMPANY SECRETARY AND COMPLIANCE OFFICER .......................................	56

28. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL OWNERS

................................................................................................................................................................. 56

29.	DETAILS OF THE INVESTOR SERVICE CENTRE AND REGISTRAR TO THE BUYBACK ......	56
30.	DETAILS OF THE MANAGER TO THE BUYBACK ........................................................................	56
31.	DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION
	IN THE DRAFT LETTER OF OFFER ..................................................................................................	57
32.	TENDER FORM.....................................................................................................................................	57

1. SCHEDULE OF ACTIVITIES FOR THE BUYBACK

	Sr.		Activity		Schedule of Activities
	No.			Day		Date
1.		Date of Board Meeting approving the proposal	Friday		October 21, 2022
			for the Buyback
2.		Date of Public Announcement for the Buyback	Saturday		October 22, 2022
3.		Date of publication of the Public	Monday		October 24, 2022
			Announcement for the Buyback in newspapers
4.		Record Date for determining the names of the	Friday		November 4, 2022
			Eligible Shareholders and the Buyback
			Entitlement
5.		Buyback Opening Date	[●]		[●]
6.		Buyback Closing Date	[●]		[●]
7.		Last date of receipt of completed Tender Form	[●]		[●]
			and other specified documents including
			physical certificates (if and as applicable) by
			the Registrar to the Buyback
8.		Last date of verification of Tender Forms by	[●]		[●]
			Registrar to the Buyback
9.		Last date of intimation to the Stock Exchanges	[●]		[●]
			regarding Acceptance/ non-acceptance of
			Equity Shares by the Registrar to the Buyback
10.		Last date of completion of settlement of bids by	[●]		[●]
			the Clearing Corporation on the Stock
			Exchanges
11.		Last date of dispatch of share certificate(s) by	[●]		[●]
			the Registrar to the Buyback / payment to
			Eligible Shareholders / return of unaccepted
			Demat Shares by the Stock Exchanges to
			Eligible Shareholders / Shareholder Broker
12.		Last date for payment of consideration to	[●]		[●]
			Eligible Shareholders who participated in the
			Buyback
13.		Last date of extinguishment of the Equity	[●]		[●]
			Shares bought back

Note: Where last dates are mentioned for certain activities, such activities may take place on or before the respective last dates.

2. DEFINITION OF KEY TERMS

This Draft Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule, guideline, policy, circular, notification or clarification as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Draft Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI Buyback Regulations, the Companies Act, the Depositories Act, and the rules and regulations made thereunder.

Term	Description
Acceptance/Accept/Accepted	Acceptance of Equity Shares tendered by the Eligible Shareholders in the
	Buyback
Acquisition Window	The facility for acquisition of Equity Shares through mechanism provided by
	the Designated Stock Exchange i.e., BSE Limited in the form of a separate
	window in accordance with the SEBI Circulars

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Term		Description
Additional Equity		Additional Equity Shares tendered by an Eligible Shareholder over and above
Shares			the Buyback Entitlement of such Eligible Shareholder up to the extent of
			Equity Shares held by such Eligible Shareholder on the Record Date
Articles of Association		Articles of Association of the Company, as amended from time to time
Board Meeting			Meeting of the Board of Directors held on Friday, October 21, 2022, wherein
			among other things, the proposal for the Buyback was approved
Board/ Board of Directors	Board of Directors of the Company (which term shall, unless repugnant to the
			context or meaning thereof, be deemed to include a duly authorized 'Buyback
			Committee' thereof)
BSE			BSE Limited
Buyback or Buyback Offer or	Offer by the Company to buyback not exceeding 2,40,000 (Two Lakhs Forty
Offer			Thousand Only) Equity Shares at a price of INR 3,750 /- (Indian Rupees
			Three Thousand Seven Hundred and Fifty Only) per Equity Share from all the
			Eligible Shareholders, through the Tender Offer process on a proportionate
			basis in terms of the SEBI Buyback Regulations read with SEBI Circulars
Buyback Closing Date		[●]
Buyback Committee		A committee constituted by the Board, comprising of Mr. Shrikant
			Pandharinath Kulkarni, Director, Mr. Shridhar Shrikrishna Rajpathak,
			Director, Mr. Mukesh Surana, Chief Financial Officer and Mr. Sunil Agarwal,
			Company Secretary pursuant to a resolution passed by the Board on Friday,
			October 21, 2022, to exercise certain powers in relation to the Buyback
Buyback Entitlement		The number of Equity Shares that an Eligible Shareholder is entitled to tender
			in the Buyback, which is computed based on the number of Equity Shares held
			by such Eligible Shareholder as on the Record Date and the ratio/ percentage
			of Buyback applicable in the category, to which such Eligible Shareholder
			belongs
Buyback Opening Date		[●]
Buyback Offer Price		Price at which Equity Shares will be bought back from the Eligible
			Shareholders i.e., INR 3,750/- (Indian Rupees Three Thousand Seven
			Hundred and Fifty Only) per Equity Share, payable in cash
Buyback Offer Size		Number of Equity Shares proposed to be bought back i.e., not exceeding
			2,40,000 (Two Lakhs Forty Thousand Only) Equity Shares multiplied by the
			Buyback Offer Price (i.e., INR 3,750/- (Indian Rupees Three Thousand Seven
			Hundred and Fifty Only) per Equity Share for an aggregate amount not
			exceeding INR 90,00,00,000/- (Indian Rupees Ninety Crores Only). The
			Buyback Offer Size excludes Transaction Costs
Buyback Period			The period between the date of the Board Meeting i.e., Friday, October 21,
			2022 and the date on which the payment of consideration to the Eligible
			Shareholders who have accepted the Buyback is made
CDSL			Central Depository Services (India) Limited
CIN			Corporate Identity Number
Clearing Corporation		Indian Clearing Corporation Limited
Companies Act/Act		Companies Act, 2013, as amended and relevant rules made thereunder
			including the Share Capital and Debentures Rules and the Companies
			(Management and Administration) Rules, 2014, as amended
"Company"	or	"Our	Garware Technical Fibres Limited (formerly known as Garware-Wall Ropes
Company" or "we" or "us" or	Limited)
"our"
Company Demat Account	A demat account of the Company wherein Demat Shares bought back in the
			Buyback would be transferred
Company's Broker		Ambit Capital Private Limited
Demat Share(s)			Equity Share(s) of the Company in dematerialised form
Depositories			Together, NSDL and CDSL
Depositories Act			Depositories Act, 1996, as amended and rules framed thereunder
Designated Stock Exchange	BSE
DIN			Director Identification Number
Director(s)			Director(s) of the Company
DP			Depository Participant

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