mrs. malvika shridhar pittie mr. umang shridhar pittie bahadur.pdf · mrs. malvika shridhar pittie...

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Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Mr. Vaibhav Shridhar Pittie Shri Kunj 3A, Altamount Road, Cumballa Hill, Mumbai, 400026, Maharashtra - India May 24,2013 The Managing Director, BSE Limited, Phiroze [eejeebhoy Towers, Dalal Street, Mumbai 400 001 Dear Sires), Subject: Notice of offer for sale of equity shares of Raja Bahadur International Ltd. (The "Company") by its Promoter/Promoter Group Entity, Mrs. Malvika Shridhar Pittie, Mr. Umang Shridhar Pittie and Mr. Vaibhav Shridhar Pittie (referred to as the "Selling Shareholders"/ "Sellers") through the Stock Exchange Mechanism (the "Notice") The Selling Shareholders form a part of the promoters/promoter group of Raja Bahadur International Ltd. (the "Company"). The Selling Shareholders proposes to sell an aggregate of 20,069 equity shares of face value Rs. 100/- each constituting 8.03 % of the equity share capital of the Company as on date exclusively through the Sellers broker named below on the separate window provided by the BSE Limited ("BSE") for this purpose (such sale referred to hereinafter as the "Sale") in terms of the circular number CIR/MRD/DP/18/2012 dated July 18, 2012 as amended through circular no. CIR/MRD/DP /04/2013 dated January 25, 2013, issued by Securities and Exchange Board of India ("SEBI") on "Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange Mechanism" (the "SEBI OFS Guidelines"). The information required to be announced under clause 5(b) of the SEBI OFS Guidelines is set out below in tabular form. Other important information in relation to the Sale is set Out below under the heading "Important Information", and the information included therein forms an integral part of the terms and conditions of the Sale. Brokers and prospective buyers are required to read the information included in this Notice in its entirety along with the SEBI OFS Guidelines, Particular Detail 1. Name of the Seller Mrs. Malvika Shridhar Pittie (Promoter/Promoter Group) Mr. Umang Shridhar Pittie Mr. Vaibhav Shridhar Pittie 2. Name of the Company whose Raja Bahadur International Ltd. (BSE Scrip ID: shares are proposed to be sold "RAJABAH",Scrip Code: "503127") and ISIN 3. Name of stock exchange where BSE Limited orders shall be placed 4. Name of the designated stock BSE Limited exchange 5. Date and time of the opening and The Sale shall take place on the separate window of the closing of Sale BSE and shall commence on May 28, 2013 at 09:15 a.m. and shall close the same day at 03:30 p.m. Indian Standard Time ("Sale Date").

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Page 1: Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Bahadur.pdf · Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Mr.Vaibhav Shridhar Pittie Shri Kunj 3A, Altarnount Road,

Mrs. Malvika Shridhar PittieMr. Umang Shridhar PittieMr. Vaibhav Shridhar PittieShri Kunj 3A, Altamount Road, Cumballa Hill, Mumbai, 400026, Maharashtra - India

May 24,2013

The Managing Director,BSE Limited,Phiroze [eejeebhoy Towers,Dalal Street,Mumbai 400 001

Dear Sires),

Subject: Notice of offer for sale of equity shares of Raja Bahadur International Ltd. (The"Company") by its Promoter/Promoter Group Entity, Mrs. Malvika Shridhar Pittie, Mr.Umang Shridhar Pittie and Mr. Vaibhav Shridhar Pittie (referred to as the "SellingShareholders"/ "Sellers") through the Stock Exchange Mechanism (the "Notice")

The Selling Shareholders form a part of the promoters/promoter group of Raja BahadurInternational Ltd. (the "Company"). The Selling Shareholders proposes to sell an aggregate of20,069 equity shares of face value Rs. 100/- each constituting 8.03 % of the equity share capital ofthe Company as on date exclusively through the Sellers broker named below on the separatewindow provided by the BSE Limited ("BSE") for this purpose (such sale referred to hereinafter asthe "Sale") in terms of the circular number CIR/MRD/DP/18/2012 dated July 18, 2012 as amendedthrough circular no. CIR/MRD/DP /04/2013 dated January 25, 2013, issued by Securities andExchange Board of India ("SEBI") on "Comprehensive guidelines on Offer For Sale (OFS) of Sharesby Promoters through the Stock Exchange Mechanism" (the "SEBI OFS Guidelines").

The information required to be announced under clause 5(b) of the SEBI OFS Guidelines is set outbelow in tabular form. Other important information in relation to the Sale is set Out below underthe heading "Important Information", and the information included therein forms an integral partof the terms and conditions of the Sale. Brokers and prospective buyers are required to read theinformation included in this Notice in its entirety along with the SEBI OFS Guidelines,

Particular Detail1. Name of the Seller Mrs. Malvika Shridhar Pittie

(Promoter/Promoter Group) Mr. Umang Shridhar PittieMr. Vaibhav Shridhar Pittie

2. Name of the Company whose Raja Bahadur International Ltd. (BSE Scrip ID:shares are proposed to be sold "RAJABAH",Scrip Code: "503127")and ISIN

3. Name of stock exchange where BSE Limitedorders shall be placed

4. Name of the designated stock BSE Limitedexchange

5. Date and time of the opening and The Sale shall take place on the separate window of theclosing of Sale BSE and shall commence on May 28, 2013 at 09:15 a.m.

and shall close the same day at 03:30 p.m. IndianStandard Time ("Sale Date").

Page 2: Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Bahadur.pdf · Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Mr.Vaibhav Shridhar Pittie Shri Kunj 3A, Altarnount Road,

Mrs. Malvika Shridhar PittieMr. Umang Shridhar PittieMr. Vaibhav Shridhar PittieShri Kunj 3A, Altamount Road, Cumballa Hill, Mumbai, 400026, Maharashtra - India

6.

7.

Allocation methodology

Number of Shares proposed tobe sold by the Seller pursuant tothe Sale

No single Bidder other than Mutual Funds and InsuranceCompanies shall be allocated more than 25% of the sizeof the Sale.

The allocation shall be on a "price-priority" basis atmultiple clearing prices (the "Clearing Prices") inaccordance with the SEBI OFS Guidelines.

A minimum of 25% of the Sale Shares being offered shallbe reserved for allocation to mutual funds registeredwith SEBI under the SEBI (Mutual Funds) Regulations1996, as amended ("Mutual Funds") and insurancecompanies registered with the Insurance Regulatory andDevelopment Authority under the Insurance RegulatoryDevelopment Authority Act, 1999, as amended("Insurance Companies") subject to receipt of valid bidsor orders at or above the Floor Price on a "price-priority"basis. In the event of any under-subscription by MutualFunds and Insurance Companies, the unsubscribedportion shall be available to the other Bidders.

20,069 equity shares of face value Rs. 100/- eachconstituting 8.03 % of the equity share capital of theCompany

8.

9.

10.

11.

12.

Maximum number of equityshares that the Sellers maychoose to sell over and above theoffer made in the SaleName of the broker on behalf of- the Seller ("Seller broker")

Floor Price (the "Floor Price")

Conditions for withdrawal of theSale

Conditions for cancellation of the

Not Applicable

Hem Securities LimitedSEBI Registration no. : INB 011069953SSE Member Id : 0248The Floor price shall not be publicly disclosed by theSeller, and shall be given in a sealed envelope to BSEbefore the opening of the Sale. As per the circular, thesealed envelope shall be opened by the SSE in presenceof the authorised representative of the Seller after theclosure of the sale and the floor price suitablydisseminated to the market.Any order below the floor price shall be rejected and willnot be considered for allocation.The Seller reserves the right to not proceed with the Saleat any time prior to the opening of the Sale on the SaleDate. In such a case there will be a cooling off period of10 trading days from the date of withdrawal before an

. offer is made again. SSE shall suitably disseminatedetails of such withdrawal.In the event en the aggregate numbers of shares for

Page 3: Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Bahadur.pdf · Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Mr.Vaibhav Shridhar Pittie Shri Kunj 3A, Altarnount Road,

Mrs. Malvika Shridhar PittieMr. Umang Shridhar PittieMr. Vaibhav Shridhar PittieShri Kunj 3A, Altamount Road, Cumballa Hill, Mumbai, 400026,Maharashtra - India

Sale which the orders are received in the Sale at or above theFloor Price is less than the total number of Sale Sharesbeing offered for the Sale or (ii) of any default insettlement obligations, the Sellers reserve the right toeither conclude the Sale to the extent of validbids/orders or cancel the Sale in full.

The decision to either accept or reject the Sale shall be atthe sole discretion of the Sellers.

13. Conditions for participating ofthe Sale

1. The following orders shall be valid:(i) Orders with 100% margin paid upfront byinstitutional investors and non-institutional investors.(ii) Orders without upfront margin placed byinstitutional investors only.2. In case of institutional investors who place bids with100% upfront margin, the custodian confirmation shallbe issued within trading hours. In case of institutionalinvestors who place orders without upfront margin,custodian confirmation shall be completed as per theexisting rules for secondary market transactions.3. The funds collected shall neither be utilized againstany other obligation of the trading member nor co-mingled with other segments.4. Modifications or cancellation of orders/bids:(i) Orders placed by institutional investors and non-institutional investors by depositing 100% of the marginupfront can be modified or cancelled at any time duringthe trading hours.(ii) Orders placed by institutional investors at the time ofbidding in the Sale without paying any upfront margincannot be cancelled or modified by the institutionalinvestors or stock brokers, except for making upwardrevision in the price or quantity.5. Cumulative bid quantity shall be made available onlineto the market throughout the trading session at specificintervals.6. Indicative price shall be disclosed to the marketthroughout the trading session. The indicative price willbe calculated based on all valid bids/orders,7. The investors shall also be liable to pay any other feesas may be levied by the BSE, including securitiestransaction tax.8. In case of any permitted modifications or cancellationof the bids/ orders by investors, the funds shall bereleased/ collected on a real-time basis by the clearingcorporation.

Page 4: Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Bahadur.pdf · Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Mr.Vaibhav Shridhar Pittie Shri Kunj 3A, Altarnount Road,

Mrs. Malvika Shridhar PittieMr. Umang Shridhar PittieMr. Vaibhav Shridhar PittieShri Kunj 3A, Altarnount Road, Curnballa Hill, Murnbai, 400026, Maharashtra - India

9. In case of any default in pay-in by any investor, anamount equal to 10% of the order value shall be chargedas penalty from such investor and collected from thebroker. Such amount shall be credited to the InvestorProtection Fund of the BSE.10. Multiple orders from a single buyer shall bepermitted.

Settlement14. • Settlement shall take place on a trade for trade basis.For non-institutional investors and institutionalinvestors who place orders with 100% upfrontmargin, settlement shall take place on T+1 (T beingthe date of Sale i.e. May 28,2013 and T+1 being May29, 2013), in accordance with the SEBI OFSGuidelines

• In the case of institutional investors who place bidswithout payment of any upfront margin, settlementshall be as per the existing rules for secondarymarket transactions (i.e. on T+2, being May 30,2013)

Important Information:The Sale is personal to each prospective buyer (including individuals, funds or otherwise)registered with the brokers of BSE who makes a bid (each a "Bidder") and neither the Sale nor thisNotice constitutes an offer to sell or invitation or solicitation of an offer to the public or to any otherperson or class of persons requiring any prospectus or offer document to be issued, submitted orfiled with any regulatory authority within or outside India.

The Sale is being carried out in accordance with the SEBI OFS Guidelines and subject to thecirculars, rules and regulations of BSE. This is not a public offer of the Sale Shares in India under theCompanies Act, 1956, as amended (the "Companies Act") or in any other jurisdiction. Accordingly,no documents have been or will be prepared as a "prospectus" or an offer document under theCompanies Act, or the Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009, as amended, or registered or submitted for approval with theRegistrar of Companies in India, the SEB!, the stock exchanges in India or with any other regulatoryor listing authority in India or abroad, and no such document will be circulated or distributed to anyperson in India or in any other jurisdiction. The information/ commitments given to buyers aregiven solely on the basis of publicly available information together with the information containedin this Notice, and any information available on the BSE or with SEB! previously published by theCompany. The Sale is subject to the further terms set forth in the contract note to be provided to theprospective successful Bidders.

The Notice is for information purposes only and is neither an offer nor an invitation to buy or sellnor a solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities inany jurisdiction ("Other Jurisdiction") in which such offer, solicitation or sale is or may be unlawfulprior to registration or qualification under the securities laws of any such jurisdiction. This Noticeand the information contained herein are not for publication or distribution, directly or indirectly,

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Page 5: Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Bahadur.pdf · Mrs. Malvika Shridhar Pittie Mr. Umang Shridhar Pittie Mr.Vaibhav Shridhar Pittie Shri Kunj 3A, Altarnount Road,

Mrs. Malvika Shridhar PittieMr. Umang Shridhar PittieMr. Vaibhav Shridhar PittieShri Kunj 3A, Altamount Road, Cumba1la Hill, Mumbai, 400026, Maharashtra - India

to persons in an Other Jurisdiction unless permitted pursuant to an exemption under the relevantlocal law or regulation in such Other Jurisdiction. Prospective purchaser should seek appropriatelegal advice prior to participating in the Sale.

This Notice is not for publication or distribution in the United States, and is not an offer for salewithin the United States of any equity shares or other securities of the Company. Securities may notbe offered or sold in the United States in the absence of registration under the U.S. Securities Act of1933, as amended (the "Securities Act"), unless exempt from registration under the Securities Act.The Sale Shares will be offered only outside the United States in offshore transactions pursuant toRegulation S under the Securities Act ("Regulation S"). Purchasers of Sale Shares are hereby advisedthat any resale of such shares must be made in accordance with an available exemption from theregistration requirements under U.S. securities laws.

By submitting a bid in connection with the Sale or receiving the Sale Shares, each Bidder and anybroker acting on such Bidder's behalf will be deemed to have (a) read and understood this Notice inits entirety, (b) accepted and complied with the terms and conditions set out in this Notice, (c)represented, agreed and acknowledged that such Bidder is, and at the time the Sale Shares arepurchased, will be, (i) the beneficial owner of such Sale Shares, (ii) located outside the United States(within the meaning of Regulation S), (iii) purchasing such Sale Shares in an offshore transactionpursuant to Regulation S, and (iv) not a promoter / part of the promoter group of the Company oran affiliate of the Company or a person acting oil behalf of such an affiliate.

By submitting a bid on behalf of a Bidder in connection with the Sale, each broker will also bedeemed to have represented, agreed and acknowledged that it is located outside the United Statesand that none of the broker, its affiliates or any person acting on its or their behalf (a) has offered orwill offer and sell the Sale Shares in the United States, or (b) has engaged or will engage in anydirected selling efforts with respect to the Sale Shares (within the meaning of Regulation S) inconnection with the offer or sale of the Sale Shares.

Thanking you,

Mrs. Malvika Shridhar Pittie(Joint Share Holder of 569 Shares with Mr. Umang Shridhar Pittie)

Mr. Vaibhav Shridhar Pittie(Joint Share Holder of 10,000 Shares with Mrs. Malvika Shridhar Pittie)