FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

(FOR EQUITY SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM)

Bid Number: BUYBACK OPENS ON Friday, May 03, 2019
Date: BUYBACK CLOSES ON Thursday, May 16, 2019
For Registrar / Collection Centre use
Inward No. Date Stamp

Status (please tick appropriate box)

Individual FII Insurance Co
Foreign Co NRI/OCB FVCI
Body Corporate Bank/FI Pension/PF
VCF Mutual Fund Others
India Tax Residency Status: Please tick appropriate box
Resident of
Non-Resident in _____________
Resident in India
India (shareholder to fill in
country of residence)
Route of Investment (For Non-Resident Shareholders only)
Portfolio Investment Scheme Foreign Investment Scheme
To,
The Board of Directors
Aarti Drugs Limited
C/o Link Intime India Private Limited
C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India.
Dear Sirs,
Sub: Letter of Offer dated April 22, 2019 Buyback up to 2,82,100 (Two Lac Eight Two Thousand One Hundred) Equity Shares of Aarti Drugs Limited (the
“Company”) at a price of ₹ 900/- (Rupees Nine Hundred Only) per Equity Share (“Buyback Price”), payable in cash.
1. I / We (having read and understood the Letter of Offer) hereby tender / offer my / our Equity Shares in response to the Buyback on the terms and conditions set
out below and in the Letter of Offer.
2. I / We authorize the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to
extinguish the Equity Shares.
3. I / We hereby warrant that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us and are free from all liens, equitable interest,
charges and encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender Equity
Shares for Buyback and that I / we am / are legally entitled to tender the Equity Shares for Buyback.
5. I / We agree that the Company will pay the Buyback Price only after due verification of the validity of the documents and that the consideration may be paid to
the first named shareholder, in case of joint holders.
6. In case of non-receipt of the completed Tender Form and other documents, but receipt of Equity Shares in the special account of the Indian Clearing
Corporation Limited (“Clearing Corporation”) and a valid bid in the exchange bidding system, the Buyback shall be deemed to have been accepted, for demat
Eligible Sellers.
7. I / We agree that the consideration for the accepted Equity Shares will be paid to the Seller Member as per secondary market mechanism.
8. I/We agree that the excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered would be returned to the Selling Member by Clearing
Corporation in payout.
9. I / We acknowledge that the responsibility to discharge the tax due on any gains arising on Buyback is on me / us. I / We agree to compute gains on this
transaction and immediately pay applicable taxes in India and file tax return in consultation with our custodians / authorized dealers / tax advisors appropriately
10. I / We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on Buyback of shares. I / We
also undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on Buyback of shares by the
Company, copy of tax return filed in India, evidence of the tax paid, etc.
11. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
12. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer
and agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Act and the Buyback Regulations.
13. Details of Equity Shares held and tendered / offered for Buyback:
Particulars In Figures In Words
Number of Equity Shares held as on
Record Date (March 29, 2019)

Number of Equity Shares Entitled for

Buyback (Buyback Entitlement)

Number of Equity Shares offered for

Buyback (Including Additional Shares)
14. Applicable for all Non-resident shareholders.
 I/ We undertake to pay income taxes in India on any income arising on such Buyback and taxable in accordance with the prevailing income tax laws in India
within 7th day of the succeeding month in which the Equity Shares are bought back by the Company. I/ We also undertake to indemnify the Company against
any income tax liability on any income earned by me/ us on such Buyback of Equity Shares.
 I / We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any and to the extent required from the concerned
authorities including approvals from the Reserve Bank of India (“RBI”) under Foreign Exchange Management Act, 1999, as amended (the “FEMA
Regulations”) and the rules and regulations framed there under, for tendering Equity Shares in the Buyback, and also undertake to comply with the
reporting requirements, if applicable, under the FEMA Regulations and any other rules, regulations and guidelines, in regard to remittance of funds
outside India.
Note: An Eligible Seller may tender Equity Shares over and above his / her Buyback Entitlement. Number of Equity Shares validly tendered by Eligible Seller over and above his Buyback
Entitlement shall be accepted in accordance with paragraph 19 of the Letter of Offer. Equity Shares tendered by any Eligible Seller over and above the number of Equity Shares held by such
Eligible Seller as on the Record Date shall not be considered for the purpose of Acceptance.

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Acknowledgement Slip: AARTI DRUGS LIMITED - BUYBACK OFFER 2019
(to be filled by the Equity Shareholder) (subject to verification)
DP ID Client ID
Received from Mr./Ms./Mrs.
Form of Acceptance-cum-Acknowledgement, Original TRS along with:
No. of Equity Shares offered for Buyback (In Figures) (in words)
Please quote Client ID No. & DP No. for all future correspondence Stamp of Broker
 15. Details of Account with Depository Participant (DP):

Name of the Depository (tick whichever is applicable) NSDL CDSL

Name of the Depository Participant

DP ID No.

Client ID No. with the DP

14. Equity Shareholders Details:

Particulars First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3

Full Name(s) Of the Holder

Signature(s)*

PAN

Address of the Sole/First Equity

Shareholder

Telephone No. / Email ID

* Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorization should be enclosed with the application form submitted.

This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form.

1. This Buyback will open on Friday, May 03, 2019 and close on Thursday, May 16, 2019.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form.
3. Eligible Sellers who desire to tender their Equity Shares in the dematerialized form under the Buyback would have to do so through their respective Seller
Member by indicating the details of Equity Shares they intend to tender in the Buyback.
4. The Equity Shares tendered in the Buyback shall be rejected if (i) the Equity Shareholder is not an Equity Shareholder of the Company as on the Record Date; or
(ii) if there is a name mismatch in the demat account of the Equity Shareholder, (iii) if the Eligible Seller has made a duplicate bid
5. The Eligible Sellers will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection
or due to the Buyback being on a proportionate basis in terms of the Ratio of Buyback.
6. Eligible Sellers to whom the Buyback is made are free to tender Equity Shares to the extent of their Buyback Entitlement in whole or in part or in excess of their
entitlement.
7. For the procedure to be followed by Eligible Sellers for tendering in the Buyback, please refer to paragraph 20 of the Letter of Offer.
8. All documents sent by Eligible Sellers will be at their own risk. Eligible Sellers are advised to safeguard adequately their interests in this regard.
9. The buyback shall be rejected for demat shareholders in case of receipt of the completed Tender Form and other documents but non-receipt of shares in the
special account of the Clearing Corporation and/or a non-receipt of valid bid in the exchange bidding system.
10. Non-Resident Equity Shareholders must obtain all approvals required to tender the Equity Shares held by them in this Buyback (including without limitation the
approval from the RBI).
11. In case any registered entity that has merged with another entity and the merger has been approved and has come into effect but the process of getting the
successor company as the registered shareholder is still incomplete, then such entity along with the Tender Form file a copy of the following documents:
(i) Approval from the appropriate authority for such merger
(ii) The scheme of merger and
(iii) The requisite form filed with MCA intimating the merger
12. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the Buyback by providing their application in plain
paper in writing signed by all Eligible Shareholders (in case of joint holding), stating name and address of the Eligible Shareholder(s), number of Equity Shares
held as on the Record Date, Client ID number, DP Name, DP ID, beneficiary account number and number of Equity Shares tendered for the Buyback.
13. By agreeing to participate in the Buyback the Non-Resident Shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and
perform all applications to file regulatory reportings, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for
such regulatory reporting, if required by the Company.
14. The Tender Form and TRS is not required to be submitted to the Company, Manager or the Registrar. After the receipt of the demat Equity Shares by the
Clearing Corporation and a valid bid in the exchange bidding system, the Buyback shall be deemed to have been accepted for the Eligible Shareholders holding
Equity Shares in demat form.

All capitalised terms shall have the meaning ascribed to them in the Letter of Offer.

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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO
THE BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:
Investor Service Centre, AARTI DRUGS LIMITED - BUYBACK OFFER 2019
Link Intime India Private Limited, C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India.
Tel: +91 22 4918 6200 | Fax: +91 22 4918 6195
Email: [email protected] | Website: www.linkintime.co.in
Contact Person: Mr. Sumeet Deshpande | SEBI Registration Number: INR000004058
CIN: U67190MH1999PTC118368