Sarda Energy & Minerals : Buyback - others

PAN No.: AAACR6149L

Fax

: +91 771 2216198/99

www.seml.co.in

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CIN: a 00MH1973PLC 016617info@seml.co.in

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BSE Ltd

The Department of Corporate Services Phiroze Jeejeebhoy Towers

Dalal Street - Mumbai

400 001

Security Code No.: 504614

Dear Sir,

Sub:

ee

National Stock Exchange of India Ltd.

Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai - 400051

Fax. No: 022-26598237/38, 022-26598347/48

Symbol: SARDAEN

Securities) Regulation, 2018 ("Buy-back Regulations")Filing of copy of Board Resolution pursuant to the provisions of the SEBI (Buy-Back of

Ref:

Buy-back of Equity Shares of Sarda Energy & Minerals Ltd. (the "Company")

back of Securities) Regulations, 2018, the Board of Directors of the

SA af DA

SARDA ENERGY & MINERALS LTD.

23'4 April 2022

.

Series: EQ

This is to inform you that in compliance with the Articles 69 of the Companies Act, 2013 and rules framed thereunder, to

of Association of the Company, Section 68, the extent applicable and SEBI (Buy-

234 April 2022 has approved the Buy-back of upto 8,11,108 (eight lakh eleven thousand

Company at its meeting held on

hundred and eight) Equity Shares of face value of Rs.10/- each at

Share aggregating to an amount not exceeding Rs. 121.67 crores (Rupees

one

a price of %1,500/- per Equity

incurred for the buyback such as Securities and Exchange Board of India ("SEBI") fees, Stock Exchange(s) fees, advisory/legal fees, public announcement publication expenses, printing and dispatch expenses, brokerage, applicable taxes inter alia including Buyback Taxes, Securities

crore and sixty-seven lakh). The Buyback Size does not include any

Transaction Tax, Goods and

("Transaction Cost").

one hundred twenty-one expenses incurred or to be

Services Tax, Stamp Duty and other incidental and related expenses

Resolution is enclosed herewith for your record.

The Buyback is 6.06% including securities premium account of Company based on audited standalone financial statements and audited consolidated financial statements as on March 31, 2021, respectively. As required under regulation 5(viii) of the Buy-back Regulations, the certified true copy of the Board

Thanking you,

Encl: As above

and 5.49% of the aggregate of equity share capital and free reserves

An ISO 9001, -_ISO

& ¢ OHSAS 18001

Tel: +91 771

PAN No.: AAACR6149L

Fax : +91

771 2216198/99

2216100

www.seml.co.ininfo@seml.co.in

CIN : L27100MH1973PLC 016617

CERTIFIED TRUE COPY of

'

meeting held on 234 April 2022

Certified14001

Company

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the resolution passed by the Board of : Directors of the Company in its

"RESOLVED that pursuant to provisions of Table F as adopted in

the Company and the provisions of Sections 68, 69, 70 and

the Articles of Association of

Companies Act, 2013 ("the Act") and applicable rules made there under

SARDA ENERGY & MINERALS LTD.

all other applicable provisions of the including the Companies

2018, as amended from time to time ("Buy-back Regulations"), the Securities of India (Listing Obligations and Disclosure Requirements) Regulations,

(Share Capital and Debentures) Rules, 2014 as amended, if and to the extent applicable and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations,

and Exchange Board 2015, as amended

("Listing Regulations") and subject to such other approvals, permissions and sanctions as may be necessary, and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions and sanctions,

which

may be agreed by the Board of Directors of the Company (herein referred to as the "Board"

which term shall be deemed to include any committee/ official which the Board may constitute / to

by this resolution), consent of the Board be and is hereby

whom the Board may delegate authority, to exercise its powers, including the powers

conferred

up equity shares of the Company having face value of 2 10/- each ("Equity Share(s)") up to

accorded for the Buy-back of fully paid

8,11,108 Equity Shares (representing 2.25% of the total number of Equity at a price of 2 1,500/- (Rupees one thousand five hundred only) ("Buy-back Price") per Equity

Shares of the Company)

Share payable in cash for a total consideration not exceeding @ twenty one crore and sixty seven lakh only), excluding transaction costs viz. fees, brokerage, buy-

121.67 crores (Rupees one hundred

6.06% and 5.49% of the total paid-up equity share capital and free reserves premium account) as per the audited standalone financial statements and audited consolidated financial statements of the Company for the financial year ended on March 31, 2021, respectively,

back tax, other applicable taxes such as securities transaction tax, goods duty, etc. ("Transaction Costs") (hereinafter referred to as "Buy-back Size"), which represents

and service tax, stamp

(including securities

being referred hereinafter as "Buy-back"), on a proportionate basis, from the equity shareholders / beneficial owners of the Equity Shares of the Company including promoter and members of

through the "Tender Offer" process as prescribed under the Buy-back Regulations

promoter group (it being understood that the "Promoter" and "Promoter Group"

(the process

persons as have been disclosed under the shareholding pattern filed by the Company from time to time under the Listing Regulations and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended), as on the record date.

will be such

RESOLVED FURTHER that in accordance with the Buyback Regulations, the Buyback period shall commence from the date of this resolution until the last date on which the payment of consideration for the Equity Shares bought back by the Company is made ("Buyback Period").

RESOLVED FURTHER that the Board of Directors hereby fixes Friday, 6!"

Date for the purpose of Buy-back of Equity

RESOLVED FURTHER that 15% (Fifteen

Company ("Record Date").

total number of Equity Shares which the

of small shareholders, as on the Record Date, whichever is higher, shallshareholders, as prescribed undet

5

.

Regulation 6 of

May 2022, as the Record

;

2

.

be reserved4or the:small

the Buy-back Regulations.

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Fax : +91 771 2216198/99 PAN No: AAACR6 1491.

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SARDA ENERGY & MINERALS LTD.

info@sem|.4-EoLVED FURTHER that the Buyy.-back from non-resident shareholders, Overseas CorpPorate

Bodies (OCBs), Foreign Institutional Investors, Foreign Portfolio Investors and shareholders of

foreign nationality, if any, shall be subject to such approvals, if and to the extent required, from concerned authorities including approvals from the Reserve Bank of India under Foreign Exchange Management Act, 1999 and rules and regulations framed there under.

necessary

or

RESOLVED FURTHER that the Company shall earmark adequate sources of funds for the

purpose of the Buy-back and the amount required by the Company

to be met out of the Company's balances in free reserves,

for the Buy-back is intendedcash and cash equivalents and/or internal accruals and/or liquid resources and/or permissible sources of funds, as permitted under the Act and the Buy-back Regulations and on

such terms and conditions as the

RESOLVED FURTHER that

retained earnings, current surplus and/or such other

Board may decide from time to time at its absolute discretion;

the Company shall not use borrowed funds,

whether

unsecured, of any form and nature, from banks and financial institutions consideration to the Equity Shareholders who have tendered their Equity Shares

RESOLVED FURTHER that the Buy-back would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("Listing Regulations").

RESOLVED FURTHER that the Company shall implement the Buyback using the

acquisition

of

shares

through

CIR/CFD/POLICYCELL/1/2015

CFD/DCR2/CI

R/P/2016/131_

SEBI/HO/CFD/DCR-

Stock

Exchange"

dated April 13,

dated

III/CIR/P/2021/615

"Mechanism for

notified

2015

by

SEBI

amendments thereof and following the procedure prescribed in the Companies Act Buyback Regulations and on such terms and conditions as may be permitted by law from to time as may be determined by the Board (including committee authorized by the Board) and the Company shall approach the Stock Exchange(s),as may be required, for facilitating

the same.

December

dated

August

9,

as

13, 2021, including any

amended

2016

and

via

RESOLVED FURTHER that in terms of Regulation 24(iii) of the Buy-back Regulations, Mr. Manish Sethi, Company Secretary and Compliance Officer, be and is hereby appointed as the Compliance

Officer for the proposed Buy-back and Bigshare Services Pvt. Ltd., Registrar the Company, be and is hereby appointed as the Registrar to the Buy-back

& Transfer Agents of offer and also the

Investor

ServiceCentre,

RESOLVED FURTHER that the National Stock Exchange of India Limited (NSE), be appointed as the designated stock exchange for the purpose of the Buyback.

and is

herebyRESOLVED FURTHER that the approval of the Board be and is hereby accorded for the appointment of HEM Securities Ltd. as the Merchant Banker / Manager to the Buy-back.

affairs and prospects of the Company and has formed the following opinion:

RESOLVED FURTHER that the Board hereby confirms that it has made a fullenquiry Wig

(S/{ RAIPURLSS

Raipur (CG) 493111,

Industrial Growth Center, Siltara

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PAN No.: AAACR6149L

Fax : +91 771

2216198/99

CIN : L27100MH1973PLC 016617

www.seml.co.in

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India

An ISO 9001,Certified14001 & OHSAS 18001

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that immediately following the date of this meeting i.e.,

.

grounds on which the Company can be found unable to pay its debts; following the date of the

23 April 2022, there will be no

b) that as regards the Company's prospects for the year immediately

SARDA ENERGY & MINERALS LTD.

SARDA

respect to the management of the Company's business during and character of the financial resources, which will, in the Board's view, be available to theBoard Meeting approving the Buyback and having regard to the Board's intentions with

that

Company during that year, the Company will be able to meet its

of this meeting.

year and to the amount

they fall due and will not be rendered insolvent within a period of one year from the date

liabilities as and when

c) in forming its opinion aforesaid, the Board has considered the were being wound up under the provisions of the Companies Act, 2013 or the Insolvency and Bankruptcy Code, 2016 (including prospective and contingent liabilities).

liabilities as if the Company

Buy-back Regulations, the drafts of the declaration of solvency prepared in

RESOLVED FURTHER that in terms of Section 68(6) of the Act read with Regulation 8(1)(b) of the

supporting affidavit and other relevant documents, as placed before the Board, be and

approved and Mr. K.K. Sarda (DIN: 000081 70) - Chairman & Managing DirectorSarda (DIN: 00008190)

sign the same for and

the prescribed form,are hereby

and Mr,

Pankaj

Padam Kumar Jain, WTD and Chief Financial Officer & Mr. Manish Sethi, Company Secretary and Compliance Officer, be and are hereby severally authorised to file the same with the Registrar of

Companies,

- Joint Managing Director of the Com pany be and are hereby authorized to on behalf of the Board, and Mr. Pankaj Sarda, Jt. Managing Director, Mr.

Maharashtra, Mumbai, ("ROC") and the

any such other concerned authorities, as may be necessary in accordance with applicable laws. RESOLVED FURTHER that the Board of Directors hereby confirms that -

i

Securities and Exchange Board of India

or

ii,

all the Equity Shares which the Company proposes to buy-back are fully paid up; the aggregate consideration for the Buy-back is not exceeding % 121.67 crores (Rupees one hundred twenty one crore sixty seven lakh only) excluding Transaction Costs and does not exceed 10% of the aggregate of the fully paid up equity share capital and free reserves

Company for the financial year ended on March 31, 2021 and

(including securities premium account) as per the audited financial statements of

Shares proposed to be bought back under the Buy-back i.e, 8,11,108 thousand one hundred eight) Equity Shares does not exceed 25% of

the maximum number of Equity

equity shares in the paid up share capital of the Com the Company shall not issue any Equity Shares or other specified securities of bonus till the date of expiry of the Buy-back period; the Company, as per provisions of Section 68(8) of the Companies Act, shall

iii,

the

(Eight lakh eleven the total number of

pany;

including by way

iv.

issue of the same kind of

shares under clause (a)

Equity Shares issued to discharge subsisting obligations such as conversion of warrants,

not make further

period of six months after the completion of the Buyback except

of sub section (1) of Section 62

Shares or other specified securities including allotment of new or other specified securities within a by way of bonus shares or

stock option schemes, sweat equity or conversion of preference Shares or debentures

Equity Shares;

into

v. the Company shall not Buy-back any locked-in Equity Shares and non-transferable Equity

Shares till the pendency of the lock-in or till the Equity Shares become transferable;-

Registered Cffice : 73/A, Central Avenue

Nagpur (MH) 440018, Tel: 91 712 2722407

Fax: 0712-2722107 India

Tel: +91 771

Fa: x+91 771 2216198/99 PAN No.: AAACR6149L

2216100

CIN : eLn27c10e0MH1973PLC 016617

info@seml.co.in

An ISO 9001, ISO 14001 & OHSAS 18001 oCenrtified Company

S/ Se

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• vi. the Company shall not Buy-back its Equity Shares from any person arrangement;

  SARDA ENERGY & MINERALS LTD.

  .

  -

  through negotiated deal

  .

  whether on or off the Stock Exchange(s) or through spot transactions or through any private

• vii. the Company shall not directly or indirectly purchase its own Equity Shares through any subsidiary company including its own subsidiary companies or through any investment

  company or group of investment companies;

• viii. The Company has not undertaken a Buy-back of any year immediately preceding the date of this meeting;

ix,

the the

Company shall not make any offer of Buyback within a period of date of expiry of Buyback period;

x.

the Company shall transfer from its free reserves or securities premium account and/or such

xi.

sources as may be permitted by law, a sum equal to the nominal purchased through the Buyback to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed in its subsequent audited financial statements: there are no defaults subsisting in repayment of deposits, interest payment thereon,

value of the equity shares

redemption of debentures or payment of interest thereon or redemption

or payment

of

payable thereon to any financial institution or banking company; further capital in cash for a period of one year or six months, as may be applicable, from the expiry of the Buy-back period, except in discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into Equity Shares;

dividend due to any shareholder, or repayment of any term loans or interest

xii. the Company shall not raise

of its securities during the period of one

one year reckoned from

xiii. consideration for Buyback only by way of

the Company

shall pay the

of preference shares

• xiv. the the aggregate of secured and unsecured debts owned immediately after the Buy-back shall not be more than twice the paid up capital and free reserves of the Company based on both standalone and consolidated financial statements of

  ratio of

  the Company;

  cash; by the Company

• xv. there is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Act outstanding as on date;

• xvi. the Company will not withdraw the Buy-back after the Draft Letter of Offer is filed with the

  SEBI or the public announcement of the offer of the Buyback is made;

• xvii. The Company is in compliance with Sections 92, 123, 127 and 129 of the Act.

• xviii. the Company is not buying back its Equity Shares so as to delist its Equity Shares from stock exchanges;

  the

• xix. the Equity Shares bought back by the Company will be extinguished and physically

destroyed in the manner prescribed under the Buyback Regulations and the Act

(seven) days of the expiry of buy-back period;

xx. as per Regulation 24(i)(e) of the Buyback Regulations, the Promoter

Promoter Group, and / or their associates, shall not deal in specified securities of the Company either through the Stock

within 7

and members

of

the Equity Shares or other Exchanges or off-market

of promoter group) from the date of passing the resolution of closure of the Buyback, other than participation in the Buyback;

transactions (including inter- se transfer of Equity Shares among the promoter and members

the Board of Directors till the

xxi, the statements contained in all the relevant documents in relation information;

true, material and factual and shall not contain any mis-statements or misleading

to the Buyback shall be

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