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| Exchange Disseminated Time 29/08/2016 16:58:16 | eClerx Services Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 29, 2016, which commenced at 1:30 p.m. and concluded at 4.21 p.m., inter-alia, unanimously approved, the following:-
1. Appointed M/s. Mehta & Mehta, Company Secretaries, as the Secretarial Auditor of the Company for financial year 2016-17.
2. Approved a proposal for Buyback of Equity Shares of the Company, subject to approval by the shareholders, for an aggregate amount not exceeding Rs. 234 Crores (Rupees Two Hundred and Thirty Four Crores only) (hereinafter referred to as the “Maximum Buyback Size”) and being within 25% of the total paid-up equity capital and free reserves of the Company as on March 31, 2016 (being the date of the last audited accounts of the Company), at a price not exceeding Rs. 2,200 (Rupees Two Thousand Two Hundred only) per Equity Share (hereinafter referred to "Maximum Buyback Price") from all existing shareholders of the Company on the record date fixed for the said purpose, on a proportionate basis through “Tender Offer” route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (“Buyback Regulations") (including any statutory modification(s) or re-enactment of the Act or Buyback Regulations, for the time being in force) and the Companies Act, 2013 and rules made thereunder. The Maximum Buyback Size, excludes transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty etc. ("Transaction Costs"). At Maximum Buyback Price, the buyback translates into approximately 1,068,182 Equity Shares of the Company, representing about 2.62% of the total paid up equity share capital of the Company, as on March 31, 2016.
The Board noted the intention of the promoters and promoter group of the Company to participate in the proposed Buyback.
The proposed Buyback is subject to approval of the shareholders of the Company, by way of a special resolution through postal ballot (including e-voting) pursuant to Section 110 of the Companies Act, 2013 read with Rules framed thereunder and all other applicable statutory approvals. Once approved by shareholders, the public announcement setting out the process, final buyback price and number of shares, timelines and other statutory details will be released in due course in accordance with the Buyback Regulations.
The Board has constituted the Buyback Committee and has delegated its powers to the Buyback Committee to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback.
Motilal Oswal Investment Advisors Private Limited has been appointed as the Manager to Buyback Offer, Mr. Gaurav Tongia, Company Secretary as Compliance Officer for the purpose of the Buyback and Ms. Savita Jyoti, of M/s. Savita & Jyoti & Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer for conducting postal ballot and e-voting process.
The pre Buyback shareholding pattern of the Company is attached hereto as Annexure A. |
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