Emami : Disclosure under SEBI Takeover Regulations

RAJ KUMAR GOENKA

110A SOUTHERN AVENUE, KOLKATA-700029

Date: 10.08.2022
The Secretary	The Secretary
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza	Phiroze Jeejeebhoy Towers
Plot No. C/1, G Block	Dalal Street
Bandra - Kurla Complex	Mumbai - 400 001
Bandra(E)
Mumbai - 400 051
Dear Sir,

Sub: Revised disclosure of inter-setransfer of shares between Promoters of Emami Limited in accordance with Regulation 10(5) of SEBI (SAST) Regulations, 2011

In supersession to our earlier disclosure under regulation 10(5) of SEBI (SAST) Regulations, 2011 dated 5th August, 2022, wherein we intended to do inter se between Shri Raj Kumar Goenka and Smt. Smriti Agarwal but due to induction of few more member from Promoter group of Emami Limited we need to revise the aforesaid disclosure under regulation 10(5) of SEBI (SAST) Regulations, 2011 and summary of the same is listed below for your ready reference and records. Therefore, we are submitting this revised disclosure prior to 4 working days from the actual date of execution i.e; on or after 18.08.2022.

In this context, we are showing the tabular details of original disclosure sent on 5th August, 2022 and in the next table, we are showing the changed details to be submitted with revised disclosure on 10th August, 2022.

Sl.

Tabular details of original disclosure sent on 5th August, 2022 under regulation 10(5) of SEBI (Substantial

No.

Acquisition of Shares and Takeover) Regulations, 2011

Promoter's

Before change of

Purchase

Sale

Post-acquisition

Remarks

name

shareholding

of shares

Acquirer

No. of

%age

No. of

%age

No.

%age

No. of

%age

Shares

of

Share

of

of

of

Shares

of

shares

s

shares

Share

share

shares

s

s

Shri Raj Kumar

2,97,964

0.0675

35,000

.0079

-

-

332964

.0755

Off

market

Goenka

transaction

by

way of gift

Seller

Smt.

Smriti

334000

.0757

-

-

35000

.0079

299000

.0678

Off

market

Agarwal

transaction

by

way of gift

RAJ KUMAR GOENKA

110A SOUTHERN AVENUE, KOLKATA-700029

Sl. Revised disclosure under regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeover) No. Regulations, 2011 to be submitted on 10.08.2022

	Promoter's	Before change of	Purchase	Sale	Post-acquisition	Remarks
	name	shareholding						of shares
	Acquirer	No. of	%age	No. of	%age	No. of	%age	No.	of	%age
		Shares	of	Shares	of	Shares	of	Shares	of
			shares		shares		shares			shares
1.	Shri Radhe	3,92,076	0.0889	8,800	0.0020	-	-	4,00,876	0.0909	Off	market
	Shyam										transaction	by
	Goenka										way of gift
2.	Shri Sushil	1,09,900	0.0249	4,400	0.0010	-	-	1,14,300	0.0259	Off	market
	Kumar										transaction	by
	Goenka										way of gift
3.	Shri Raj	2,97,964	0.0675	39,400	0.0089	-	-	3,37,364	0.0765	Off	market
	Kumar										transaction	by
	Goenka										way of gift
4.	Shri Ashish	1,30,000	0.0295	4,400	0.0010	-	-	1,34,400	0.0305	Off	market
	Goenka										transaction	by
											way of gift
	Total	9,29,940	0.2108	57,000	0.0129			9,86,940	0.2237
	Seller
5.	Smt. Smriti	3,34,000	0.0757	-	-	35,000	0.0079	2,99,000	0.0678	Off	market
	Agarwal										transaction	by
											way of gift
6.	Smt. Laxmi	1,43,000	0.0324	-	-	22,000	0.0102	1,21,000	0.0274	Off	market
	Devi Bajoria										transaction	by
											way of gift
		4,77,000	0.1081	-	-	57,000	0.0129	4,20,000	0.0952

With reference to the captioned subject, we intend to do "Inter se" transfer of shares amongst the promoters, which falls within the exemptions provided under Regulation 10(1)(a)(ii) of the SEBI (SAST) Regulations, 2011, aggregating upto 57,000 (0.0129%) equity shares of Emami Limited.

The Aggregate holding of Promoter and Promoter Group before and after the above inter-se transaction remains the same.

In this connection, necessary revised disclosure under Regulation 10(5) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the above said acquisition in the prescribed format is enclosed herewith for your kind information and records.

Thanking you.

Yours faithfully,

For and on behalf of promoter & promoter group of Emami Limited

------------------------------------------------

Raj Kumar Goenka (Signature)

Revised 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)

Emami Limited

2.

Name of the acquirer(s)

1. Shri Radhe Shyam Goenka

2. Shri Sushil Kumar Goenka

3. Shri Raj Kumar Goenka

4. Shri Ashish Goenka

3.

Whether the acquirer(s)is/ arepromoters of the TC

Yes, belongs to Promoter/Promoter

Group

prior to the transaction. If not, nature of relationship

or association with the TC or its promoters

4.

Details of the proposed acquisition

a. Name of the person(s) from whom shares are to

1. Smt. Laxmi Devi Bajoria

be acquired

2. Smt. Smriti Agarwal

b. Proposed date of acquisition

On and after 18.08.2022

c. Number of shares to be acquired from each

1. Smt. Laxmi devi Bajoria - 22,000 shares

person mentioned in 4(a) above

2. Smt. Smriti Agarwal- 35,000 shares

d. Total shares to be acquired as % of share capital

0.0129

of TC

e. Price at which shares are proposed to be

Inter se transfer among members of the Promoter group through

acquired

off market by way of gift without any consideration.

f.

Rationale, if any, for the proposed transfer

Inter se transfer among members of the Promoter group through

off market by way of gift without any consideration.

5.

Relevant sub-clause

of regulation

10(1)(a) under

10(1)(a)(ii)

which the acquirer is exempted from making open

offer

6.

If,

frequently

traded, volume

weighted average

The Shares of the target company are frequently traded in term of

market price

for a

period of

60

trading days

Regulation 2(1)(j) of the SEBI (Substantial Aquisition of Shares

preceding the

date

of issuance

of

this notice as

and Takeover) Regulation, 2011. The volume weighted average

traded on the stock exchange where the maximum

market price for a period of 60 trading days preceeding the date

volume of trading

in the shares of the TC are

of issuance of this notice as traded on the Stock Exchange i.e;

recorded during such period.

Bombay Stock Exchange Limited where the maximum volume of

trading in the shares of the TC are recorded during such period is

Rs. 435.00 per share

7.

If in-frequently traded, the price as determined in

Not applicable

terms of clause (e) of sub-regulation (2) of regulation

8.

8

Declaration by the acquirer, that the acquisition price

Inter se transfer among members of the Promoter group through

would not be higher by more than 25% of the price

off market by way of gift without any consideration.

computed in point 6 or point 7 as applicable.

9

i. Declaration by the acquirer, that the transferor and

Yes, we

have

complied with all

applicable

requirements in

transferee have complied (during 3 years prior to the

Chapter

V of

SEBI (Substantial

Acquisition

of Shares and

date of proposed acquisition) / will comply with

Takeovers) Regulations, 2011 (Corresponding provisions of the

applicable disclosure requirements in Chapter V of

repealed Takeover Regulations 1997)

the Takeover Regulations, 2011 (corresponding

provisions of the repealed Takeover Regulations

1997)

ii. The aforesaid disclosures made during previous 3

The details of disclosures made are given in the attached sheet as

years prior to the date of proposed acquisition to be

'Annexure A'.(Copies of the disclosures submitted to the

furnished

Exchange are being sent by post in a pendrive.)

10	Declaration by the acquirer that all the conditions	Yes, we declare that all the conditions specified under Regulation
	specified under regulation 10(1)(a) with respect to	10(1)(a) with respect to exemptions have been duly complied
	exemptions has been duly complied with.	with.
11		Before the proposed transaction	After the proposed transaction
	Shareholding details
	No. of shares	% w.r.t total	No. of shares	% w.r.t total
		/voting Rights	share capital	/voting Rights	share capital
			of TC		of TC
	a. Acquirer(s) and PACs (other than sellers)(*)
	Acquirer
1	Radheshyam Goenka	3,92,076	0.0889	4,00,876	0.0909
2	Sushil Kumar Goenka	1,09,900	0.0249	1,14,300	0.0259
3	Raj Kumar Goenka	2,97,964	0.0675	3,37,364	0.0765
4	Ashish Goenka	1,30,000	0.0295	1,34,400	0.0305
	PACs
5	Priti A Sureka	1,51,04,702	3.4239	1,51,04,702	3.4239
6	Richa Agarwal	93,222	0.0211	93,222	0.0211
7	Avishi Sureka	14,00,000	0.3174	14,00,000	0.3174
8	Sachin Goenka	7,17,000	0.1625	7,17,000	0.1625
9	Sobhna Agarwal	6,30,000	0.1428	6,30,000	0.1428
10	Saswat Goenka	5,80,000	0.1315	5,80,000	0.1315
11	Vibhash Vardhan Agarwal	5,73,478	0.1300	5,73,478	0.1300
12	Manan Goenka	5,65,000	0.1281	5,65,000	0.1281
13	Darsh Goenka	5,65,000	0.1281	5,65,000	0.1281
14	Advay Goenka	5,54,000	0.1256	5,54,000	0.1256
15	Jyoti Agarwal	4,88,000	0.1106	4,88,000	0.1106
16	Reyansh Goenka	4,07,750	0.0924	4,07,750	0.0924
17	Devarsh Goenka	4,07,750	0.0924	4,07,750	0.0924
18	Chikky Goenka	3,71,700	0.0843	3,71,700	0.0843
19	Rachana Goenka	3,17,700	0.0720	3,17,700	0.0720
20	Rachana Bagaria	2,70,000	0.0612	2,70,000	0.0612
21	Indu Goenka	2,69,700	0.0611	2,69,700	0.0611
22	Nimisha Goenka	2,44,000	0.0553	2,44,000	0.0553
23	Reha Goenka	2,40,000	0.0544	2,40,000	0.0544
24	Shreya Goenka	2,30,000	0.0521	2,30,000	0.0521
25	Saroj Goenka	2,15,240	0.0488	2,15,240	0.0488
26	Aditya Vardhan Agarwal HUF	2,04,278	0.0463	2,04,278	0.0463
27	Shruti Goenka	1,96,130	0.0445	1,96,130	0.0445
28	Radheshyan Agarwal	1,95,000	0.0442	1,95,000	0.0442
29	Prashant Goenka	1,90,000	0.0431	1,90,000	0.0431
30	Manish Goenka HUF	1,74,000	0.0394	1,74,000	0.0394
31	Mohan Goenka HUF	1,74,000	0.0394	1,74,000	0.0394
32	Sushil Kumar Goenka HUF	1,74,000	0.0394	1,74,000	0.0394
33	Usha Agarwal	1,73,096	0.0392	1,73,096	0.0392
34	Harsha Vardhan Agarwal (HUF)	1,72,000	0.0390	1,72,000	0.0390
35	Vihan Vardhan Agarwal	1,72,000	0.0390	1,72,000	0.0390
36	Puja Goenka	1,69,398	0.0384	1,69,398	0.0384
37	Jayant Goenka	1,56,254	0.0354	1,56,254	0.0354
38	Mansi Agarwal	1,50,000	0.0340	1,50,000	0.0340
39	Manish Goenka	1,42,196	0.0322	1,42,196	0.0322
40	Aditya Vardhan Agarwal	1,34,668	0.0305	1,34,668	0.0305
41	Rashmi Goenka	1,21,400	0.0275	1,21,400	0.0275
42	Santosh Goenka	1,15,640	0.0262	1,15,640	0.0262
43	Harsha Vardhan Agarwal	1,10,266	0.0250	1,10,266	0.0250
44	Vidhishree Agarwal	80,000	0.0181	80,000	0.0181
45	Vidula Agarwal	80,000	0.0181	80,000	0.0181
46	Jayant Goenka	74,000	0.0168	74,000	0.0168
47	Prashant Goenka HUF	74,000	0.0168	74,000	0.0168
48	Ashish Goenka HUF	74,000	0.0168	74,000	0.0168
49	Mohan Goenka	61,900	0.0140	61,900	0.0140

50	Madan Lal Agarwal	60,000	0.0136	60,000	0.0136
51	Jyoti Goenka	48,776	0.0111	48,776	0.0111
52	Pradeep Agarwal	31,150	0.0071	31,150	0.0071
53	Divya Agarwal	26,000	0.0059	26,000	0.0059
54	Sangita Agarwal	26,000	0.0059	26,000	0.0059
55	Shubham Agarwal	24,460	0.0055	24,460	0.0055
56	Abhishek Agarwal	24,000	0.0054	24,000	0.0054
57	Dhiraj Agarwal	16,750	0.0038	16,750	0.0038
58	Sumangal Agarwal	8,200	0.0019	8,200	0.0019
59	Vishal Agarwal	8,200	0.0019	8,200	0.0019
60	Amitabh Goenka	5,71,496	0.1295	5,71,496	0.1295
61	Ritu Goenka	4,54,930	0.1031	4,54,930	0.1031
62	Nikunj Goenka	2,65,000	0.0601	2,65,000	0.0601
63	Yogesh Goenka	2,45,400	0.0556	2,45,400	0.0556
64	Amitabh Goenka HUF	74,000	0.0168	74,000	0.0168
65	Suraj Finvest Private Limited	10,57,20,226	23.9647	10,57,20,226	23.9647
66	Sneha Enclave Private Limited	9,86,67,956	22.3661	9,86,67,956	22.3661
67	Emami Paper Mills Limited	9,33,000	0.2115	9,33,000	0.2115
68	Midkot Investments Private Limited	31,17,160	0.7066	31,17,160	0.7066
69	Emami Frankross Limited	10,000	0.0023	10,000	0.0023
70	Kusum Agarwal	36,300	0.0082	36,300	0.0082
71	Rohin Raj Sureka	5,000	0.0011	5,000	0.0011
	Seller
72	Laxmi Devi Bajoria	1,43,000	0.0324	1,21,000	0.0274
73	Smriti Agarwal	3,34,000	0.0757	2,99,000	0.0678
	Total Promoter Holding	23,93,93,412	54.2658	23,93,93,412	54.2658

Note: (*) Shareholding of each entity may be shown separately and then collectively in a group.

• The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers
  for and on behalf of Promoter and Promoter group of Emami Ltd.

RAJ KUMAR	Digitally signed by RAJ
KUMAR GOENKA
GOENKA	+05'30'
	Date: 2022.08.10 15:50:45

-----------------------------------------------------

Raj Kumar Goenka Date: 10.08.2022 Place: Kolkata