(This Public Announcement is in compliance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998)

1. THE BUYBACK

Jay Shree Tea & Industries Limited ("JSTI" or the Company") hereby announces its buyback ("the Buyback’) up to a maximum of 11,07,000 fully paid up equity share of the Company, of face value Rs. 10/- each (‘Shares"), from the existing owners of Shares of the Company from the open market through stock exchange using the electronic trading facilities of the Stock Exchange, Mumbai ("BSE") and the National Stock Exchange ("NSE") (together "the Stock Exchanges") in accordance with section 77A and all other applicable provisions of the Companies Act, 1956 ("the Act") and the Securities and Exchange Board Of India (Buyback of Securities) Regulations, 1998, (" the Regulations") and the relevant provisions of the Memorandum and Articles of Association of the Company at a maximum price not exceeding Rs 75 ("Maximum Buyback Price"), payable in cash, for an aggregate sum not exceeding Rs. 830.25 lacs ("Offer Size"). The no. of equity shares represents 10% of the paid up capital of the Company as on March 31, 2001 and the amount represents 6.86% of paid up capital and free reserves of the Company as on March 31, 2001. The aggregate sum deployed for buyback would depend upon the actual price paid for the equity shares bought back. Should the average price paid for the buy back be lower than the maximum price of Rs. 75/- , the actual amount deployed for buyback would be lower than Rs. 830.25 lacs. Hence there is no specific amount that would be deployed for the buy back.

2. AUTHORITY FOR THE BUYBACK

Pursuant to Section 77A and other applicable provisions of the Act and the Regulations, the Buyback has been duly authorised by:

 

 

1. A resolution passed by the Board of Directors of the Company ("the Board") at their meeting held on April 4, 2001;
2. A special resolution passed by shareholders of the Company at the Extra Ordinary General Meeting (EGM) of the Company held on May 4, 2001; and
3. A resolution passed by the Board at their meeting held on May 4, 2001

3. BRIEF INFORMATION ABOUT THE COMPANY

1. The Company was incorporated in 1945 and is having interest in tea, chemicals, Plywood and real estates.
2. The company has two subsidiaries viz. North Tukvar Tea Company Limited and Shiva’s Group Limited.
3. The Tea Estates of the Company are situated in the States of Assam, West Bengal, Kerala and Tamilnadu, Chemicals & Fertilizer factories at Khardah, West Bengal & Gurgaon Haryana and Plywood factory at Andaman.
4. Brief financial information of the Company based on the Audited Accounts of the Company from the last three financial years are given below.

(Rs. In lacs unless stated otherwise)

Year ending (March 31)	1999	2000	2001
Total Income	22,719	21,603	17,128
Net Profit	2,765	1,338	(-) 157
Equity Capital	1,230	1,230	1,107
Net Worth (Net of Revaluation Reserve)	14,347	15,134	13,135
Total Debt	5,665	7,136	7,635
EPS (Rs, per share)	22.48	10.87	(-) 1.42
Book Value (Rs. per share)	116.64	123.04	118.65
Debt Equity Ratio (x)	0.39:1	0.47:1	0.58:1

4. NECESSITY FOR BUY BACK

The Company has substantial reserves and sufficient free cash flow. Its future requirement of funds in relation to its existing ventures can be leveraged through its existing surpluses and / or debts. The Company, therefore proposes to use part of its surplus fund to buy back its own equity shares, which will provide exit opportunity for those shareholders who so desire, without affecting the prospects of the Company.

 

 

 

 

5. BASIS OF ARRIVING AT THE MAXIMUM BUYBACK PRICE

1. At the Extraordinary General Meeting of the Company held on May 4, 2001, the shareholders approved the buyback through one or more methods or any combination thereof at a maximum price of Rs. 75/- per equity share, to be finalised by the Board of Directors/ Committee of Directors.
2. The Board at its meeting held on May 4, 2001, approved the Buyback of 11,07,000 equity shares through the open market through stock exchange at a maximum price of Rs. 75 per share.
3. The Maximum Buyback Price is arrived at based on share price quotations, return on equity, earnings per share and other relevant factors.

6. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

1. The share capital of the Company as on May 4, 2001 is given below:

Rs in Lacs

Authorised
75,000 equity shares of Rs. 100 each	75.00
24,250,000 equity shares of Rs. 10 each	2,425.00
Issued
11,082,607 equity shares of Rs. 10 each	1,108.26
Subscribed and Paid-up
1,10,69,958 equity shares of Rs. 10 each	1,107.00

2. The shareholding pattern of the Company as on May 4, 2001 and after the offer (assuming full Buyback) stands as under:

	Pre Buyback		Post Buyback *
Particulars	No. of Equity Shares	% to the existing equity share capital	No. of Equity Shares	% to the post buyback equity share Capital
Promoters, Persons acting in concert, Directors of the Company	41,82,872	37.79	41,82,872	41.98
Public Financial Institutions/ Nationalised Banks & Indian Mutual Funds	29,19,407	26.37	57,80,086	58.02
Non- Resident Shareholding	7,78,260	7.03
Indian Public	31,89,419	28.81
Total	1,10,69,958	100.00	99,62,958	100.00

*- Assuming that 11,07,000 fully paid up equity shares of the Company are bought back.

3. There are no partly paid up equity shares or outstanding convertible instruments. There are no equity shares under lock in.
4. The promoters and/or persons acting in concert have purchased an aggregate of 60,000 shares on 25.08.2000 , the lowest price paid Rs. 50.16 per share and the maximum price paid was Rs. 51.16 per share. They have sold an aggregate of 7,24,834 shares on various dates, the lowest sale price Rs. 55.71 per share on August 25, 2000 and maximum sale price Rs. 64.66 per share on January 4, 2001 during a period of twelve months preceding the date of the Public Announcement. Save and except above the promoters/persons acting in concert have not purchased or sold any equity shares of the Company.

7. SOURCES OF FUNDS

1. The maximum amount required for funding this buyback is Rs. 830.25 lacs.
2. The funds for the Buyback will be available from the current surplus and/or internal accruals of the Company. The cost of financing the Buyback would therefore be only notional loss of income that the funds used for buyback would have earned had they been deployed in the ordinary course of the Company’s business. Though the Company does not propose raising debt for effecting the Buyback, it may borrow funds in the ordinary course of its business

8. MINIMUM AND MAXIMUM NUMBER OF EQUITY SHARES PROPOSED TO BE BOUGHT BACK

1. The Company has taken permission vide EGM resolution dated May 4, 2001 to buyback a maximum of 11,07,000 equity shares of Rs. 10 each at a Maximum Buyback Price of Rs. 75 per share.
2. It is being clarified that the fact the resolution provides for a maximum price of Rs. 75 does not indicate that the Company will or is obliged to buy or continue to buy Shares so long as the price is below Rs. 75. Similarly the fact that the resolution indicates a maximum aggregate purchase price of Rs. 830.25 lacs does not indicate that the Company will utilise or is obliged to utlise the entire amount of Rs. 830.25 lacs.

9. STOCK MARKET DATA

1. The Company’s shares are listed on The Calcutta Stock Exchange; The Stock Exchange, Mumbai; The National Stock Exchange of India Limited; and The Delhi Stock Exchange Association Limited.
2. High and Low market prices for the last three years and monthly high, low and average market prices for six months preceding this announcement and their corresponding volume, on the National Stock Exchange of India Limited, where the Company’s shares are frequently traded are as follows:

 

 

 

The National Stock Exchange of India Limited

Period	High (Rs.)	Date of High and Number of Shares traded on that date	Low (Rs.)	Date of Low and Number of shares traded on that date	Average Price (Rs.)		Total volume traded in period
1.1.98 / 18.8.98	265.00	27.4.98 25000	153.50	18.08.98 3000	209.25		1224000
Ex. Bonus (1 equity Share for every 1 share held)
19.8.98/31.12.98	95.60	30.12.98 26500	63.10	20.10.98 1000		79.35	246800
1999	126.25	09.09.99 45800	59.00	16.06.99 700		92.63	1725700
2000	115.00	28.01.2000 35300	46.05	17.10.2000 565		84.65	1077857
Nov 2000	53.40	09.11.2000 150	48.00	01.11.2000 525		50.73	15888
Dec 2000	59.50	22.12.2000 2530	49.70	05.12.2000 1210		54.76	27997
Jan 2001	70.45	11.01.2001 10591	54.65	02.01.2001 17356		63.19	117385
Feb 2001	64.00	13.02.2001 2342	53.05	27.02.2001 675		60.00	108638
Mar 2001	66.00	02.03.2001 2806	48.60	20.03.2001 1625		59.68	107147
April 2001	61.95	09.04.2001 10704	50.00	04.04.2001 2233		58.01	61056

(Source: National Stock Exchange of India Limited)

3. The Board at its meeting held on 04.04.2001 approved the proposal for buy-back up to 11,07,000 fully paid up equity shares, representing upto 10% of the paid up equity share capital of the Company, at a price not exceeding Rs. 75 per share. The market price on 06.04.2001 i.e immediately after the date of the resolution of the Board of Directors approving the buyback was Rs.57.35 on the National Stock Exchange of India Limited.

11. STATUTORY APPROVALS

1. The Company has passed a special resolution authorising the Buyback at the EGM

held on May 4, 2001

2. Buy back of shares from Non-Resident shareholders will be subject to approval, if

Activity	Date
Board Meeting approving Buyback	04.04.2001
Extra Ordinary General Meeting	04.05.2001
Board Meeting finalising Price & Process	04.05.2001
Date of opening the Buyback	Not earlier than June 04, 2001
Acceptance of Shares	Within 15 days of the relevant payout dates of the Stock Exchanges
Extinguishment of Shares	Within 7 days of acceptance as above
Last date for the Buyback	March 31, 2002 or buyback of 11,07,000 shares whichever is earlier or earlier as may be decided by the Board of Directors or committee thereof.

1. The Buyback is open to all shareholders (registered as well as unregistered)

/ beneficial owners of Shares except the promoters and persons in control of the

company.

2. The Company proposes to effect the Buyback from the open market through stock exchanges with electronic trading facility. The Company proposes to buy back Shares on BSE and NSE.
3. For the Buyback of Shares, the Company has appointed the following brokers ("the Appointed Brokers") through whom the purchases and settlement on account of the buyback of Shares would be made :

 

(a) SBI Capital Markets Limited (b) Dalmia Securities Limited

191, Maker Tower ‘F’ Ideal Plaza

Cuffe Parade 11/1 Sarat Bose Road

Mumbai – 400 005 Kolkata – 700 020

4. The Company, may, from time to time, but not earlier than June 4 , 2001 place "buy" orders on BSE and or NSE to buy back Shares through the Appointed Brokers, in such quantity and at such prices, not exceeding Rs. 75 per share, as it may deem fit, depending upon the prevailing quotations of Shares in the secondary market. Intimation about the Company's presence in BSE and or NSE to buyback its Shares will be made available through the electronic screens of respective stock exchanges.
5. Shareholders / beneficial owners, who desire to sell their shares under the Buyback, would have to do so through a stock broker, who is a member of either BSE and or NSE, whenever the Company has placed a "buy" order for buyback of Shares by indicating to their broker details of the Shares they intend to sell. The trade would be executed at the price at which the order matches and that price would be the price for that seller. It may be noted that all Shares bought back by the Company may not be at a uniform price and that there shall be no obligation on the Company to place a "buy" order either on a daily basis or in both the odd lot as well as the normal trading segment of both the Stock Exchanges or otherwise. The Company shall intimate the Stock Exchanges as well as the public through its release in the newspapers regarding quantity of shares purchased and amount utilised for buyback on a daily basis as prescribed by the Buyback Regulations.
6. Shares of the Company are traded in the compulsory demat mode. Shareholders holding shares in physical form can sell their Shares in the odd lot trading segment of BSE only.
7. Nothing contained herein shall confer any right on the part of any shareholder to offer, or any obligation on the part of the Company or the Board to buy back, any Shares, and or impair any power of the Company or the Board to change the price or terms and conditions of the Scheme of Buyback or to terminate or modify at any time the process in relation to the Buyback, if so permissible by law.

14.3 The Company has opened a Depository Account styled "Jay Shree Tea -Buyback of

Equity Shares Account" with Dalmia Securities Ltd. Shares bought back in the demat

form would be transferred into the aforesaid account by the Appointed Brokers on

receipt of Shares from the clearing and settlement mechanism of BSE and NSE.

15. EXTRACT FROM THE EXPLANATORY STATEMENT TO THE NOTICE SENT TO THE SHAREHOLDERS CONVENING THE EXTRAORDINARY GENERAL MEETING HELD ON 4.5.2001

1. The Board of Directors has approved the proposed buyback at its meeting held on 4^th

2. Other relevant facts in this behalf are as follows:

1. The company proposes to buy back its equity shares upto a maximum of 11,07,000 equity shares constituting 10% ( ten percent) of its issued and paid up equity share capital.
   
2. The aggregate shareholding of the promoters (and / or the directors of the promoters, in case the promoter is a company) and of the persons who are in control of the Company as on the date hereof is 41,82,872 equity shares constituting 37.79% of the issued share capital. The post buy back aggregate shareholding of the promoters (after the proposed buy back assuming full acceptance) shall constitute 41.98% of the issued share capital.
3. Save and except sale of 4,45,000 equity shares of the Company at a minimum price of Rs. 55.71 on 1^st January , 2001 and a minimum price of Rs. 64.66 on 04.01.2001, the promoters and associates have not purchased or sold equity shares of the company during the period of six months preceding 4^th April , 2001 (being the date of the meeting of the Board of Directors at which the buyback was approved) till the date of notice.
4. Neither the promoters nor any associate as defined under SEBI regulations intend to tender the equity shares held by them in the proposed buyback. In the regulations "Associate" has been defined as under :

1. who directly or indirectly by himself or in combination with relatives, exercises control over the company or
2. whose employee, officer or director is also a director, officer or employee of another company;

1. The Company confirm that there are no defaults subsisting in the repayment of deposits, redemption of debentures or repayment of term loans to any financial institutions or banks.
   
2. The Board of Directors of the Company confirms that it has made necessary and reasonable enquiry into the affairs and prospects of the Company and the Board of Directors has formed the opinion :

1. That immediately following the date on which the general meeting is

convened, there will be no grounds on which the Company could be found

unable to pay its debts ;

2. As regards its prospects for the year immediately following the date of the general meeting, having regard to its intention with respect to the management of the Company's business during that year and to the amount and character of the financial resources which will be in the view of the Board of Directors be available to the Company during the year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from such date ; and
3. In forming its opining for the above purposes, the Board of Directors has taken into account the liabilities, as if the Company were being wound up under the provisions of the Companies Act, 1956 (including prospective and contingent liabilities).

11. COMPLIANCE OFFICER

11. INVESTOR SERVICE CENTRE

11. MANAGER TO THE OFFER

Maheshwari Datamatics (P) Ltd.

11. DIRECTORS’ RESPONSIBILITY

For and on behalf of Board of Directors of

Jay Shree Tea and Industries Limited

Date: 24^th May 2001 (Shri S. S. Kothari) (Shri S. K. Tapuriah)

Place: Kolkata Director Director