Clariant Chemicals India : Disclosure under SEBI Takeover Regulations

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

February 12, 2022

To,	To,
Bombay Stock Exchange Limited	The National Stock Exchange of India Limited
Corporate Relationship Department, 1st Floor,	Listing Department, Exchange Plaza, 5th floor,
New Trading Ring, Rotunda Building, P. J. Plot No. C/1, G Block, Bandra-Kurla Complex,
Towers, Dalal Street, Mumbai - 400 001	Bandra (E), Mumbai - 400 051
Scrip: 506390	Scrip: CLNINDIA
To,	To,
Securities & Exchange Board of India	ICICI Securities Limited
Plot No.C4-A, 'G' Block, BKC, Bandra (East),	ICICI Venture House, Appasaheb Marathe Marg,
Mumbai - 400051, Maharashtra	Prabhadevi, Mumbai - 400025, India

Sub.: Submission of Recommendation by the Committee of Independent Directors pursuant to Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations)

Ref: Open offer for acquisition of up to 6,001,268 fully paid-up equity shares of face value of INR 10 each ("Equity Shares") of Clariant Chemicals (India) Limited ("Target Company") from the Public Shareholders of the Target Company pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("Takeover Regulations", and such open offer for acquisition referred as "Open Offer")

Dear Sir,

We enclose herewith the written reasoned recommendation approved by the Committee of Independent Directors, at its meeting held on February 12, 2022, on the above referred Open Offer, pursuant to Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The same will also be published in the following newspapers:

	Newspaper		Language		Edition
	Financial Express		English		All India edition
	Jansatta		Hindi		All India edition
	Navshakti		Marathi		Mumbai edition

Request you to take the same on record in terms of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and acknowledge the receipt.

Thanking you, Yours faithfully,

For Clariant Chemicals (India) Limited

Amee Joshi

Company Secretary

Encl.: As above

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

Recommendations of the Committee of Independent Directors ("IDC") of Clariant Chemicals (India) Limited ("Target Company" or "TC") on the Open Offer made by Luxembourg Investment Company 428 S.à r.l. ("Acquirer") along with Luxembourg Investment Company 426 S.à r.l. (PAC 1), Clariant AG (PAC 2), Heubach Holding GmbH (PAC 3), Ravi Kapoor (PAC 4), Heubach Verwaltungs GmbH (PAC 5), Colorants International AG (PAC 6) (PAC 1 to PAC 6 collectively known as "the PACs"), to the Shareholders of the Target Company under Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from time to time ("SAST Regulations")

1. Date	February 12, 2022
2. Name of the Target	Clariant Chemicals (India) Limited
	Company (TC)
3. Details of the Offer	Open offer for acquisition of up to 60,01,268 fully paid-up
	pertaining to TC	equity shares of face value of Rs. 10 each ("Equity Shares"),
		representing 26.00% of the Voting Share Capital of the Target
		Company from the Public Shareholders of the Target Company
		pursuant to and in compliance with the requirements of the
		SAST Regulations.
		Open offer price: Rs. 493.84/-
		Detailed Public Statement dated January 8, 2022 published in
		newspapers on January 10, 2022 and Letter of Offer dated
		February 7, 2022, publicly available documents, have been
		issued by ICICI Securities Limited, Managers to the Open
		Offer, on behalf of the Acquirer and PACs.
4. Name(s) of the acquirer and	Acquirer:
	PAC with the acquirer	Luxembourg Investment Company 428 S.à r.l.
		PACs:
		PAC 1 - Luxembourg Investment Company 426 S.à r.l.
		PAC 2- Clariant AG
		PAC 3 - Heubach Holding GmbH
		PAC 4 - Ravi Kapoor
		PAC 5 - Heubach Verwaltungs GmbH
		PAC 6 - Colorants International AG
5.	Name of the Manager to the	ICICI Securities Limited
	offer	ICICI Venture House
		Appasaheb Marathe Marg,
		Prabhadevi, Mumbai - 400 025, Maharashtra, India
		Tel: [phone]
		Fax: [phone]
		Website Address: www.icicisecurities.com
		SEBI Registration : INM000011179

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

6.	Members of the Independent	Mr. Kewal Handa, Chairperson
	Directors' Committee (IDC)	Mr. Sunirmal Talukdar, Member
			Dr. (Mrs.) Indu Shahani, Member
7.	IDC Member's relationship	All the Independent Directors of the Company are nominated
	with the TC		by the Board to constitute the IDC.
			They have no relationship with the Company, other than being
			associated as Independent Directors of the Company.
8.	Trading in the Equity	None of the members of the IDC have traded in any of the
	shares/other securities of the	equity shares/ securities of the Target Company during the:
	TC by IDC Members		a.	12 months period preceding the date of the PA; and
			b. period from the date of the PA and till the date of this
				recommendation.
9.	IDC Member's relationship	None of the Members of IDC:
	with the acquirer (Director,	a. are Directors on the Boards of the Acquirer or the PACs;
	Equity shares owned,	any	b. hold any Equity Shares or other securities of the Acquirer
	other contract / relationship),		or the PACs; and
	if any.		c. have any contracts / relationship with the Acquirer or the
				PACs.
10.	Trading in the Equity shares	None of the Members of the IDC have traded in any of the
	/ other securities of the	equity shares / securities of the Acquirer or the PACs during:
	acquirer by IDC Members	a. 12 months period preceding the date of the PA; and
			b. period from the date of the PA till the date of this
				recommendation.
11.	Recommendation on	the	The IDC has perused the Detailed Public Statement dated
	Open offer, as to whether the	January 8, 2022 which was published on January 10, 2022 and
	offer is fair and reasonable	Letter of Offer dated February 7, 2022, and other publicly
			available documents as released and published by the Acquirer
			and PACs.

RBSA Capital Advisors LLP vide their report dated February 12, 2022 have opined that based on their analysis, the open offer price is fair to the shareholders of CCIL, from a financial perspective. The analysis was presented to the IDC at its meeting held on February 12, 2022

Based on the above, the IDC is of opinion that the open offer price to the public shareholders of the Target Company is in compliance with the Regulations and to that extent is fair and reasonable.

The Eligible Shareholders are advised to independently evaluate the Open Offer and take an informed decision on the Open Offer.

12. Summary of reasons for This is an Open Offer for acquisition of publicly held equity

recommendationshares.

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

	The IDC has sought an external advice from RBSA Capital
	Advisors LLP, who have opined that based on their analysis,
	the open offer price is fair to the shareholders of CCIL, from a
	financial perspective.
	The IDC has reviewed Detailed Public Statement dated
	January 8, 2022 which was published on January 10, 2022,
	Letter of Offer dated February 7, 2022, Fairness Opinion
	Report by RBSA Capital Advisors LLP and other publicly
	available documents issued by the Manager to the Open Offer
	on the behalf of the Acquirer and PACs.
	Based on the review, the IDC is of opinion that the offer price
	offered by the Acquirer is in line with the SAST Regulations
	and appears to be fair and reasonable prima facie.
	The Eligible Shareholders are advised to independently
	evaluate the Open Offer and take an informed decision on the
	Open Offer.
13. Disclosure of the Voting	The recommendations were unanimously approved by the
Pattern	members of IDC.
14. Details of Independent	RBSA Capital Advisors LLP
Advisors	Address: 912, Venus Atlantis Corporate Park, , Anandnagar,
	Prahladnagar, Ahmedabad Gujarat, 380015 India.
	SEBI Reg. No.: INM000011724

15. 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 TC under the Takeover Code.

Thanking you,

Yours faithfully,

For Independent Directors' Committee

Clariant Chemicals (India) Limited

Kewal Handa

Chairperson