The Board of Directors of eClerx Services Ltd (the "Board"), at its meeting held on March 14, 2019, has approved the proposal for BuyBack of fully paid-up equity shares of the Company of face value of Rs.10/- each ("Equity Shares"), for an aggregate amount not exceeding Rs. 2,620 Millions (Rupees Two Thousand Six Hundred and Twenty Millions) excluding expenses viz. brokerage, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, filing fees, advisor fees, public announcement expenses, printing and dispatch expenses and other incidental and related expenses etc. incurred or to be incurred for the Buy-Back ("Maximum Buy-Back Size"), which represents 24.95% of the aggregate of the Company's fully paid-up Equity Share capital and free reserves as per the latest audited standalone financial statements of the Company as on March 31, 2018, at a maximum price of Rs. 1,600 (Rupees One Thousand Six Hundred only) per share ("Maximum Buy-Back Price") from
the existing equity shareholders of the Company as on the Record Date to be announced by the Board/ such other Committee as may be formed by the Board ("Record Date")' on a proportionate basis through the 'Tender Offer' route, provided that 15% (fifteen percent) of the number of Equity Shares which the Company proposes to Buy-Back or number of Equity Shares entitled as per the shareholding of small shareholders as on the Record Date, whichever is higher, shall be reserved for the small shareholders as prescribed under the SEBI Buy-Back Regulations (hereinafter referred to as the "Buy-Back").
At maximum Buy-Back price, the Buy-Back translates into approximately 16,37,500 (Sixteen Lakhs Thirty Seven Thousand Five Hundred) number of equity shares of the Company representing about 4.24 % of outstanding number of fully paid-up Equity Shares of the Company as on March 31, 2018 and about 4.23% of the existing outstanding number of fully paid-up Equity Shares of the Company.
The Buy-Back would be subject to approval of the shareholders of the Company by way of special resolution through postal ballot (including Remote 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 exact number of shares, timelines and other statutory details will be released in due course in accordance with the Buyback Regulations.
The Board has delegated its powers to the Buy-Back Committee, constituted by the Board, to do all such acts, matters, and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buy-Back.
Emkay Global Financial Services ; Limited has been appointed as the Manager to Buyback Offer. Mr. Pratik Bhanushali, Company Secretary is the Compliance Officer for the purpose of Buyback and Ms. Sa vita Jyoti of Mis. Sa vita Jyoti Associates, Company Secretaries, has been appointed as the Scrutinizer for conducting postal ballot and Remote E-voting process.
The Board has noted intention of the promoter and promoter group of the Company to participate in the Buy-Back.
Shares of ECLERX SERVICES LTD. was last trading in BSE at Rs.1110 as compared to the previous close of Rs. 1093.15. The total number of shares traded during the day was 1083 in over 199 trades.
The stock hit an intraday high of Rs. 1110 and intraday low of 1096.3. The net turnover during the day was Rs. 1196124.