€letter of offer2.1.1.€€€€€ this offer is being made by the acquirers in compliance with...
TRANSCRIPT
LETTER OF OFFER
This Document is important and requires your immediate attention
This Letter of Offer is sent to you as a shareholder(s) of SUVRIDHI FINANCIAL SERVICES LIMITED. If you require any clarifications about the action to be taken, you may consult your Stock Broker or investment consultant or Manager/Registrar to the Offer. In case you have sold your shares in the company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.
OPEN OFFERBy
Sri Mohan Agarwal(Resident of N/8C, Saket, New Delhi-110017)
Ph: (011) 6854559, Fax: (011) 6511575
Sri Gauri Shankar Agarwala(Resident of N/8C, Saket, New Delhi-110017)
Ph: (011) 6854559, Fax: (011) 6511575
Smt. Kalawati Agarwal(Resident of N/8C, Saket, New Delhi-110017)
Ph: (011) 6854559, Fax: (011) 6511575
Smt. Pratibha Agarwal(Resident of N/8C, Saket, New Delhi-110017)
Ph: (011) 6854559, Fax: (011) 6511575AND
M/s. Bhairav Leasing & Finance Pvt. Ltd(Regd. Office: N/8C, Saket, New Delhi-110017)
Ph: (011) 6854559, Fax: (011) 6511575
to the shareholders ofSUVRIDHI FINANCIAL SERVICES LIMITED (SFSL)
(Regd. Office: Kelvin Compound, Tokobari Road, Guwahati-781 001)Ph: (0361) 524590, 542757, Fax: (0361) 545580
for the purchase of 10,50,360 fully paid-up Equity Shares of Rs.10/- each of SFSL, by tender, at a price of Rs.7.50/- per share of SFSL representing 20% of its paid up equity share and voting capital. These shares will be acquired in cash, in accordance with regulation 20 (1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997 and subsequent amendments thereof, from the existing equity shareholders of SFSL. Please Note:1. This Offer is being made in compliance with Regulation 10 & 12 of the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations 1997 and subsequent amendments thereof (hereinafter referred to as “Regulations").
2. The Offer is subject to receiving the necessary approval(s), if any, from the Reserve Bank of India, under the Foreign
Exchange Management Act, 1999 and subsequent amendments thereto, for acquiring shares tendered by non-resident shareholders. In case of acceptances from Non-Resident shareholders, the Acquirers would after the closure of the Offer, make the requisite applications to RBI to obtain its approval for transfer of such shares of SFSL to the Acquirers. There are no other statutory approvals required to acquire equity shares that are tendered pursuant to this Offer.
3. If there is any upward revision in the Offer Price at any time up to seven working days prior to the date of closure of the Offer
viz. September 10, 2002 or withdrawal of the Offer in terms of the regulation, the same would also be informed by way of a Public Announcement in the same newspapers where the original Public Announcement dated May 23, 2002 had appeared. Such revised Offer Price would be payable for all the shares tendered any time during the Offer & accepted under the Offer.
4. If there is a competitive bid:
The Public Offer under all subsisting bids shall close on the same date. As the Offer price can not be revised during 7 working days prior to the closing date of the Offers / bids, it
would, therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final Offer price of each bid and tender their acceptance accordingly.
5. Shareholders, who have accepted the Offer by tendering the requisite documents, in terms of the Public
Announcement/ Letter of Offer, cannot withdraw the same. 6. The Procedure for acceptance is set out in Para 7 of this Letter Of Offer. A Form of Acceptance is enclosed with this Letter of
Offer. 7. The Public Announcement, Corrigendum to Public Announcement, Letter of Offer and Form of Acceptance cum
Acknowledgement would be available at SEBI website www.sebi.gov.in.
REGISTRAR TO THE OFFER :
MANAGER TO THE OFFER :Niche Technologies Pvt. Ltd. Contact Person: Mr. S. Abbas C-444, Bagree Market,71, B. R. B.B. Road,Kolkata – 700 001Ph: (033) 235-7270/7271/3070Fax: (033) 215-6823Email: [email protected]
A SCHEDULE OF SOME OF THE MAJOR ACTIVITIES RELATING TO THE OFFER IS GIVEN BELOW:
INDEX
Ashika Credit Capital LimitedContact Person: Mr. Vijay Chandak7, B. B. Ganguly Street,4th Floor, Kolkata – 700 012.Tel: (033) 221 5031/ 5032 /5112/5113Fax: (033) 215 9418.E-mail: [email protected]
Date of Public Announcement May 23, 2002 (Thursday)
Specified date (for the purpose of determining the names of shareholders to whom the Letter of Offer will be sent)
May 23, 2002 (Thursday)
Last Date for a Competitive Bid June 13, 2002 (Thursday)Date by which the Letter of Offer will be despatched to shareholders
August 07, 2002 (Wednesday)
Date of Opening of the Offer August 12, 2002 (Monday)Last date for revising the Offer Price September 01, 2002 (Sunday)
Date of Closing of the Offer September 10, 2002 (Tuesday)Date by which communicating rejection/acceptance and despatch of cheques/demand drafts towards payment of consideration to be completed.
September 27, 2002 (Friday)
Sl.No.
Subject Page No.
1 Disclaimer Clause 2-3
2 Details of the Offer 3-43 Background of the Acquirers 4-64 Background of the Target Company – SFSL 6-8
5 Offer Price and Financial Arrangements 8-96 Terms and Conditions of the Offer 9
7 Procedure for Acceptance and Settlement of the Offer 9-118 Documents for Inspection 119 Declaration by the Acquirers. 11
DEFINITIONS/ABBREVIATIONS
1. DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS.THIS REQUIREMENT IS TO FACILITATE EQUITY SHAREHOLDERS OF SFSL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE COMPANY WHOSE SHARES AND CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER ASHIKA CREDIT CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED JUNE 5, 2002, TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF. THE FILLING OF THIS LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER.
2. DETAILS OF THE OFFER:
2.1. Background of the Offer:
Acquirers Sri Mohan Agarwal, Sri Gauri Shankar Agarwala, Smt. Kalawati Agarwal , Smt. Pratibha Agarwal & Bhairav Leasing & Finance Pvt. Ltd.
Sellers Promoters, their friends, relatives, associates & associate companies of SFSL.
SFSL/ Target Company Suvridhi Financial Services Limited. Manager to the Offer Ashika Credit Capital Limited.
Offer Cash Offer being made by the Acquirers to acquire 10,50,360 fully paid up equity shares of SFSL representing 20% of the paid up equity share capital & voting capital.
Persons eligible to participate in the Offer
Persons other than the Acquirers and parties to the agreement.
Offer Period May 23, 2002 to September 10, 2002.Offer Price Rs.7.50/- payable in cash.
PA Original Public Announcement of this Offer dated May 23, 2002Corrigendum Revised Public Announcement of this Offer dated August 05, 2002
LO Letter of OfferSpecified date Date for the purpose of determining the names of Shareholders, as
appearing in the Register of Members of SFSL or the Records of the Depositories, to whom the Letter of Offer should be sent, i.e. May 23, 2002.
RBI Reserve Bank of India.Registrar Niche Technologies Pvt. Ltd.
SEBI Securities & Exchange Board of IndiaRegulations Securities & Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulation, 1997 and subsequent Amendments thereof.
CSE The Calcutta Stock Exchange Association Limited.
GSE The Gauhati Stock Exchange Limited
2.1.1. This Offer is being made by the Acquirers in compliance with regulation 10 & 12 of the Regulations. The prime object of the Offer by the Acquirers is to get majority shareholding entitling them to exercise management control over the target Company.
2.1.2. The Acquirers have entered into an Agreement dated 18/05/2002 (“Agreement”) to acquire fully paid up equity shares from promoters, their friends, relatives, associates & associate companies of SFSL, viz.
(hereinafter collectively referred to as "Sellers") aggregating to a total of 34,48,600 (Thirty four lacs forty eight thousand and six hundred only) fully paid-up equity shares of Rs.10/- each representing in aggregate 65.67% of the Subscribed equity share capital and voting capital of SFSL at a price of Rs.2/- per share (“Negotiated Price”) payable in cash (“The Acquisition”). As on the date of this Public Announcement, the Acquirers hold 2,50,000 fully paid equity shares representing 4.76% of the paid up equity and voting share capital of SFSL. The Acquirers have not acquired any shares of the target Company during the twelve months preceding this Public Announcement except for the acquisition of 2,50,000 fully paid up equity shares as stated above. For the aforesaid acquisition, the highest and average price paid by the Acquirers were Rs.2.01 per fully paid up equity share.
Some of the main features of the Agreement are mentioned below: a) The Sellers have agreed to sale, transfer and assign 34,48,600 equity shares of SFSL constituting
65.67% of the subscribed equity share capital & voting share capital which are free from all charges and encumbrances or liens to the Acquirers and / or his nominee(s) /associate(s) @ Rs.2/- per share.
b) That on or before 23rd September 2002, the Sellers shall make the actual delivery of the Shares in
dematerialised form or Share Certificates along with duly executed Transfer Deeds, as the case may be, to the Acquirers and / or their nominee(s) / associate(s).
c) That the Acquirers shall comply with all the requirements of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.
Name of sellers No. of shares Percentage1. Abhilasha Agencies Pvt. Ltd. 19,000 0.362. Divya Dristhi Commotrade Pvt. Ltd. 2,18,500 4.16
3. Gee El Finance & Credit Pvt. Ltd. 10,000 0.194. Goldy Sales Pvt. Ltd. 2,50,000 4.765. Jaisukh Commercial Pvt. Ltd. 2,60,000 4.95
6. Kripa Agents Pvt. Ltd. 1,30,000 2.487. Lovkush Agencies Pvt. Ltd. 2,49,900 4.76
8. Madri Traders Pvt. Ltd. 1,73,200 3.309. Manish Kumar Jain 68,900 1.31
10. Manohari Devi Agarwal 69,300 1.3211. Mridul Commercial Pvt. Ltd. 1,65,200 3.1512. Mrignayani Suppliers Pvt. Ltd. 2,34,600 4.47
13. Navketan Vyapar Pvt. Ltd. 13,000 0.2514. Pramila Agarwal 98,600 1.88
15. Purvottar Financial Services (P) Ltd. 2,50,000 4.7616. Reckon Dealers Pvt. Ltd. 43,800 0.8317. Rekha Jain 79,300 1.51
18. RVS Management Pvt. Ltd. 2,50,000 4.7619. Sanjay Kumar Agarwal 1,41,600 2.70
20. Spotlight Sales Promotion Pvt. Ltd. 2,47,400 4.7121. Sradhanjali Agencies Pvt. Ltd. 20,000 0.3822. Sunbright Exports Pvt. Ltd. 1,61,000 3.06
23. Trinayani Traders (I) Pvt. Ltd. 45,300 0.8624. Vintage Exports Pvt. Limited 2,50,000 4.76
Total 34,48,600 65.67%
d) That in case of non-compliance of any provisions of the Regulations, the agreement for such sale shall
not be acted upon by the Sellers or the Acquirers until such time as the requirements of clause (c) herein above are completed.
2.1.3. The proposed change in control is consequent to the Agreement whose salient features are described in
2.1.2. above.
2.1.4. The Acquirers will comply with the Regulations and complete the Offer formalities irrespective of the compliance or fulfillment or outcome of the share purchase agreement and its related conditions.
2.1.5. After the completion of all formalities related to the acquisition and after complying with formalities required
by the Regulations, the Board of Directors may be reconstituted to include the representatives of the Acquirers on the Board of SFSL.
2.1.6. The Acquirers, the Sellers and the Target Company have confirmed that they have not been prohibited by
SEBI from dealing in securities, in terms of direction issued u/s 11B of the SEBI Act or any regulations made under the SEBI Act.
2.2. Details of the proposed Offer:
2.2.1. The Public Announcement dated May 23, 2002, in respect of the Offer was made in the Business Standard –
English (all editions), Dainik Vishwamitra– Hindi (Kolkata) and Assamiya Khabar – Assamese (Gauhati) in compliance with Regulation 15(1) of the Regulations. The Corrigendum to Public Announcement dated 05.08.2002 also appeared in the same newspapers.
2.2.2. The Acquirers propose to acquire from the existing equity shareholders of SFSL (other than the parties to the
Agreement) 10,50,360 fully paid-up Equity Shares of Rs.10/- each of SFSL, representing 20% of its paid up equity share and voting capital at a price of Rs.7.50/- per share (“Offer Price”) payable in cash. The Acquirers have voluntarily increased the Offer Price payable to the public shareholders of SFSL to Rs.7.50/- as against Rs.6/- stated in the Public Announcement.
2.2.3. There are no partly paid up equity shares of SFSL. 2.2.4. The Offer is not subject to any minimum level of acceptances. The Acquirers will accept all equity shares of
SFSL in terms of this Offer upto a maximum of 10,50,360 equity shares. 2.2.5. Since the date of the PA to the date of this Letter of Offer, the Acquirers have not acquired any shares of
SFSL. 2.2.6. The original Public Announcement and the Corrigendum to Public Announcement are also available on SEBI
website at www.sebi.gov.in.
3. BACKGROUND OF THE ACQUIRERS: 3.1 The Acquirers:
3.1.1. Sri Mohan Agarwal, son of Sri Gauri Shankar Agarwala, aged about 38 years, residing at N/8C, Saket, New
Delhi-110017, is having more than 15 years of experience in Auto Ancillary & Aluminium Industry. He is a partner in M/s. Multi Metal Udyog, a partnership firm engaged in the activity of trading in metal and metal scraps. He is also a Whole time Director in Century Aluminium Mfg. Co. Ltd. His networth as on 31.01.2002 as certified by Mr. T. Kumar, (Membership No.056300) partner of Kumar Bose & Associates, Chartered Accountants, having office at 194, B. B. Ganguly Street, Kolkata-700 012 vide certificate dated 11.03.2002 is Rs.48.34 Lacs.
3.1.2. Sri Gauri Shankar Agarwala, son of Late S. C. Agarwal aged about 60 years, residing at N/8C, Saket, New
Delhi-110017, is having more than 35 years of experience as Advocate & Law Officer. He started his career as Advocate, in the year 1963. He subsequently joined BST Mfg. Co. Ltd. in 1969 as Law officer. Since, 1986 he has been practicing as Advocate, Delhi High Court. His networth as on 31.01.2002 as certified by Mr. T. Kumar, (Membership No.056300) partner of Kumar Bose & Associates, Chartered Accountants, having office at 194, B. B. Ganguly Street, Kolkata-700 012 vide certificate dated 11.03.2002 is Rs.56.48 Lacs.
3.1.3. Smt. Kalawati Agarwal, wife of Sri Gauri Shankar Agarwala, aged about 55 years is residing at N/8C, Saket,
New Delhi-110017. She does not actively participate in business activities. Her networth as on 31.01.2002 as
certified by Mr. T. Kumar, (Membership No.056300) partner of Kumar Bose & Associates, Chartered Accountants, having office at 194, B. B. Ganguly Street, Kolkata-700 012 vide certificate dated 11.03.2002 is Rs.100.81 Lacs.
3.1.4. Smt. Pratibha Agarwal, wife of Sri Mohan Agarwal, aged about 34 years, residing at N/8C, Saket, New
Delhi-110017, is having more than 10 years of experience in Aluminium Industry. She has been working with Century NF Castings (Faridabad division of Century Aluminium Mfg. Co. Ltd.) since 1990. Her networth as on 31.01.2002 as certified by Mr. T. Kumar, (Membership No.056300) partner of Kumar Bose & Associates, Chartered Accountants, having office at 194, B. B. Ganguly Street, Kolkata-700 012 vide certificate dated 11.03.2002 is Rs.66.97 Lacs.
3.1.5. (a) Bhairav Leasing & Finance Pvt. Ltd. (BLFPL) having its registered office at N/8C, Saket, New
Delhi-110017 was incorporated under the Companies Act, 1956 on 25/07/1994. BLFPL is engaged in the activities of providing short term loans & advances and trading in shares & securities. BLFPL has been promoted by the Acquirers. The present paid up equity share capital of the company is Rs.85.269 Lacs comprising of 852690 equity shares of Rs.10/- each.
(b) The shareholding pattern of BLFPL as on the date of this Letter of Offer is as under:-
( c) The Board of Directors of BLFPL as on the date of this Letter of Offer is as under :
(d) None of the Directors of BLFPL are on the Board of Target company as on the date of this Letter of
Offer.
(e) BLFPL, till date has complied with the relevant provisions of chapter II of the Regulations. (f) BLFPL, its directors & its promoters have not been prohibited by SEBI from dealing in Securities, in
terms of the directions issued under 11 B of the SEBI Act or under any regulations made under the SEBI Act.
(g) The summarized financial information of BLFPL are given hereunder:
Profit & Loss Statement ( Rs. In Lacs)
Category No. of Shares % Holding
Promoters and their Associates 852690 100%Total Paid Up Capital 852690 100%
Name of the Director Designation Residential AddressSri Mohan Agarwal Director N/8C Saket,
New Delhi-110017Sri Gauri Shankar Agarwala Director N/8C Saket,
New Delhi-110017
For the Year Ended / Period Ended
31st March 1999(Audited)
31st March 2000
(Audited)
31st March 2001
(Audited)
Ten months ended
31.01.2002(Unaudited)
Income from Operations 2.05 1.29 3.34 4.99
Other Income - - - 0.57Total Income 2.05 1.29 3.34 5.56
Total Expenditure 1.40 0.50 0.98 0.45Profit before Interest, Depreciation and Tax
0.65 0.79 2.36 5.11
Depreciation 0.04 0.04 0.08 0.11Interest - - - -
Profit before Tax 0.61 0.75 2.28 5.00Provision for Tax 0.54 0.32 0.23 0.03Profit after tax 0.07 0.43 2.05 4.97
Balance Sheet (Rs. In lacs)
Other Financial Data
*Profit after tax / number of outstanding equity shares at the close of the year/period.** EPS and Return on Net Worth have been annualised as appropriate.Source: Audited Annual Reports/ Certified Financial Statements
(h) BLFPL is not listed at any Stock Exchange.
As on 31st March 1999
(Audited)
31st March 2000
(Audited)
31st March 2001
(Audited)
Ten months ended
31.01.2002(Unaudited)
Sources of funds
Paid up share capital 45.55 45.55 45.55 85.27Reserves & Surplus (excluding revaluation reserves)
3.77 4.20 41.60 80.37
Less: Total Miscellaneous Expenditure not written off (P&L A/c)
0.14 0.12 0.09 0.07
Net Worth 49.18 49.63 87.06 165.57
Secured loans - - - -Unsecured loans - - - -
Total 49.18 49.63 87.06 165.57Uses of funds
Net Fixed Assets 0.46 0.42 6.34 6.22
Investments 40.93 46.13 86.13 154.96Net Current Assets 7.79 3.08 (5.41) 4.39
Total 49.18 49.63 87.06 165.57
For the Year Ended / Period Ended
31st March 1999
(Audited)
31st March 2000
(Audited)
31st March 2001
(Audited)
Ten months ended
31.01.2002(Unaudited)
Dividend - - - -
Earning Per Share (Rs.) * 0.01 0.09 0.45 0.70**Return on Networth 0.14% 0.87% 2.35% 3.60%**
Book Value Per Share (Rs.) 10.80 10.89 19.11 19.42
3.1.6. Mohan Agarwal and Smt. Kalawati Agarwal have promoted Multi Metal Udyog, a partnership firm engaged in
the activities of trading in metal and metal scraps. The financial information of the firm for last 3 financial years are given below:
(Rs. In lacs)
3.1.7 Sri Mohan Agarwal is the son of Sri Gauri Shankar Agarwala & Smt. Kalawati Agarwal. Smt. Pratibha
Agarwal is the wife of Sri Mohan Agarwal. 3.1.8 The Acquirers have not entered into any formal agreement with respect to the present acquisition and are
acting together under an informal understanding. 3.1.9 The Acquirers, till date have complied with the relevant provisions of Chapter II of the Regulations wherever
applicable. 3.1.10 Mr. Gauri Shankar Agarwala is director in Century Extrusion Limited. Except as above, the Acquirers do not
hold any position on the Board of directors of any other listed company.
3.1.11 For the purpose of this Offer there are no persons Acting in Concert as per the Provisions of regulations 2(1) (e) of the Regulations.
3.1.12 None of the Acquirers are on the board of SFSL, in terms of regulation 22(9) of the Regulations. 3.2. Disclosures in terms of Regulations 16(ix) of the Regulations: 3.2.1 The Offer to the shareholders of SFSL is made in accordance with regulation 10 & 12 of the Regulations. 3.2.2 The Acquirers propose to expand the fund based and investment related activities. The acquisition of SFSL
would facilitate such motive as SFSL is already engaged in these activities. By virtue of this acquisition the Acquirers will get majority shareholding entitling them to exercise management control over the Company. The Acquirers by virtue of their technical / managerial expertise and experiences in the related activities are better placed to turn the company profitable.
3.2.3 The Acquirers do not have any plans to dispose off or otherwise encumber any assets of SFSL in the next
two years except in the ordinary course of business of SFSL. However re-organisation and / or streamlining of various businesses may be considered for commercial reasons and operational efficiencies.
3.3. Option in terms of Regulation 21(3) 3.3.1. If pursuant to this offer and/or acquisition of shares from the open market or otherwise the public
shareholding falls to 10% or below of the paid up equity/voting capital of SFSL, then in terms of regulation 21(3) of the Regulations, the Acquirers will make a Second Offer to acquire the remaining outstanding equity shares ("Second Offer") held by the public shareholders within three months from the closure of the Offer, at the same Offer Price.
3.3.2. Shareholders who, due to certain reasons, are not in a position to accept the Second Offer (if any) as per
regulation 21(3) of the Regulations during that Offer period, shall also be provided an exit facility at the same Offer Price for a period of six months from the Offer opening date of such Second Offer.
3.3.3. On completion of the Second Offer, the Acquirers will request SFSL to approach the Stock Exchanges
where the equity shares are listed, for delisting of the same. 4. BACKGROUND OF THE TARGET COMPANY – SFSL
For the year/period ended
31st March 1999
(Audited)
31st March 2000
(Audited)
31st March 2001
(Audited)
Partner’s Capital 4.75 11.28 16.87Total Income (Profit before tax) 1197.30 5346.11 1286.49
Profit/Loss before tax 1.78 11.07 11.15Profit /Loss after tax 1.15 6.58 6.19
4.1. Brief History and Main Areas of Operations: 4.1.1. SFSL was incorporated as Suvridhi Financial Services Pvt. Ltd., under the Companies Act, 1956, on May 5,
1992. The name of the company was further changed to Suvridhi Financial Services Limited upon conversion into a Public Limited Company on July 19, 1995. SFSL has its registered office at Kelvin Compound, Tokobari Road, Guwahati - 781 001.
4.1.2. SFSL is engaged in the business of providing short term loans and advances and dealing in shares &
securities. 4.2. The present issued, subscribed & paid up share capital of SFSL is 5,25,18,000 comprising of 52,51,800 fully
paid up equity shares of Rs.10/- each. There are no partly paid-up shares. SFSL has also not issued any preference shares. The capital & voting rights structure of SFSL as on the date of this Letter of Offer is as follows:
The shares of SFSL are listed on the Calcutta Stock Exchange & Gauhati Stock Exchange.
4.3. As on the date there are no outstanding convertible instruments such as warrants/FCDs/PCDs etc. 4.4. The Board of Directors of SFSL as on the date of the PA is as follows:
4.5. None of the persons representing Acquirers are on the board of SFSL 4.6. There has been no merger / demerger or spin off involving SFSL during the last 3 years. 4.7. Financial Information:
Paid-up Equity Shares No. of Shares /Voting rights % of Shares/Voting Rights
Fully Paid-up Equity Shares 52,51,800 100% Partly Paid-up Equity Shares 0 0%
Total paid-up Equity Shares 52,51,800 100% Total Voting Rights 52,51,800 100%
Sl.No.
Names of Directors
Designation Residential Address
No. & % of shares of
SFSL held as on date of P.A.
(i.e. 23.05.2002)
No. & % of shares sold
through agreement
dated 18.05.2002
1. Sri Satya Naraian Agarwal
Director 516, Kamalalaya Centre, Kolkata
700 013
NIL NIL
2. Sri Sunil Kumar Bhoruka
Director P-12, New howrah Bridge
Approach Road, 2nd Floor,
Kolkata 700 003
NIL NIL
3. Sri Sunirmal Chandra Basu
Director 550/3, Radha Nagar, P.K. Guha Road,
Kolkata 700 028
NIL NIL
4. Sri Ajeet Kumar Jain
Director Ganga Niwas, 4th
FLoor, Kedar Road, Guwahati
781001
NIL NIL
5. Sri Anil Kumar Dalmia
Managing Director 453, G.T. Road, Vivek Vihar,
Block- A, Flat No. 301, Howrah
(W.B.)
NIL NIL
The financial information of SFSL for the last 3 years are as follows:
Profit & Loss Statement ( Rs. in Lacs)
For the Year Ended
31st March 2000
(Audited)
31st March 2001
(Audited)
31st March, 2002
(Audited)Income from Operations 338.39 168.82 36.11
Other Income 0.41 0.05 0.01Total Income 338.80 168.87 36.12
Total Expenditure 337.41 168.08 15.22Profit before Interest, Depreciation and Tax 1.39 0.79 20.90Depreciation 0.56 0.46 1.00
Interest - - -Profit before Tax 0.83 0.33 19.90
Provision for Tax 0.04 0.05 2.27Profit after tax 0.79 0.28 17.63
Balance Sheet (Rs. In lacs)
Other Financial Data
*Profit after tax / number of outstanding equity shares at the close of the year/period.Source: Audited Annual Reports
As on 31st March 2000
(Audited)
31st March 2001
(Audited)
31st March, 2002
(Audited)Sources of funds
Paid up share capital 524.91 525.18 525.18Reserves & Surplus (excluding revaluation reserves)
2.54 2.82 20.46
Less: Total Miscellaneous Expenditure not written off (P&L A/c)
4.53 3.62 2.70
Net Worth 522.92 524.38 542.94Secured loans - 0.83 -
Unsecured loans - - -
Total 522.92 525.21 542.94Uses of funds
Net Fixed Assets 1.42 3.85 2.85Investments 181.50 275.39 185.07
Net Current Assets 340.00 245.97 355.02
Total 522.92 525.21 542.94
For the Year Ended 31st March 2000
(Audited)
31st March 2001
(Audited)
31st March, 2002
(Audited)Dividend NIL NIL NilEarning Per Share (Rs.) * 0.01 0.01 0.34
Return on Networth 0.15% 0.05% 3.25%Book Value Per Share (Rs.) 9.96 9.98 10.34
4.8. Pre and Post-Offer Shareholding Pattern of SFSL (based on Subscribed & paid up Equity and Voting Capital) as on 05.08.2002 is as under: -
*The total number of shareholders in Public category are 666. 4.9. There was no trading of the shares of SFSL as on 23rd May, 2002 i.e. the date of Public Announcement at
CSE & GSE. 4.10. SFSL has confirmed vide its letter dated May 29, 2002 that it has complied with the relevant provisions of the
listing agreements and has addressed all investors complaints as and when received and there are no pending complaints as on this date. No penal action has been taken by any Stock Exchange against SFSL.
4.11. As per the available information we state that the sellers, promoters, other major shareholders & the Target
Shareholders’Category
Share holding & voting rights
Prior to the Agreement/acquisition
and Offer
(A)
Shares / voting rights agreed to
be acquired which triggered off the
Regulation
(B)
Shares / voting rights to be
acquired In open Offer (assuming
full acceptances)
(C)
Share holding/ voting rights After
Acquisition and Offer (A+B+C)
(D)
No. of shares
% No. of shares
% No. of shares
% No. of shares
%
1. Promoter Group
a)Parties to Agreement
b)Promoter other than (a) above
3448600
-
65.67
-
(3448600)
-
(65.67)
-
--
--
--
--
TOTAL 1 (a + b) 3448600
65.67 (3448600) (65.67) - - - -
2. Acquirers:
a) Main Acquirers
(i) Mohan Agarwal
(ii) Gauri Shankar Agarwala
(iii) Kalawati Agarwal
(iv) Pratibha Agarwal
(v) Bhairav leasing & Finance Pvt. Ltd.
b) PACs
- -
1,25,000
1,25,000 - -
- -
2.38
2.38 -
7,50,000
6,00,000
6,50,000
5,00,000
9,48,600 -
14.28
11.42
12.38
9.52
18.07
-
2,00,000
2,00,000
2,00,000
2,00,000
2,50,360 -
3.81
3.81
3.81
3.81
4.76 -
9,50,000
8,00,000
9,75,000
8,25,000
11,98,960 -
18.09
15.23
18.57
15.71
22.83 -
Total 2(a+b) 2,50,000 4.76 34,48,600 65.67 10,50,360 20.00 4748960 90.43
3. Parties to the agreement (Other than 1(a) & 2)
-
-
-
-
-
-
-
4. Public Share Holding (other than 1 to 3)*
a) FIs/MFs/FIIs/ Banks, SFIs
b) Others
15,53,200
29.57
-
-
(10,50,360)
(20.00)
5,02,840
9.57Total 4(a+b) 15,53,200 29.57 - - (10,50,360) (20.00) 5,02,840 9.57
GRANDTOTAL (1+2+3+4)
52,51,800 100.00 - -
- - 52,51,800 100.00
Company, wherever applicable have not complied with the applicable provisions of Chapter II of the Regulations. The details of sellers to the agreement / promoters and other major shareholders who were required to comply with the requirements of Chapter II of the Regulations are given as below:-
5. OFFER PRICE & FINANCIAL ARRANGEMENTS: 5.1. Justification of Offer Price: 5.1.1. The Equity Shares of SFSL are listed on the Calcutta Stock Exchange & Gauhati Stock Exchange. 5.1.2. The Annualised trading turnover during the preceding six calendar months ended April, 2002, in each of the
Stock Exchanges is as follows :
Source: As per information from CSE & GSE.
5.1.3. As the annualised Trading Turnover (by number of shares) is less than 2% of the total number of listed shares at CSE & GSE, the equity shares of SFSL are deemed to be infrequently traded on these Stock Exchanges in terms of the Regulations.
5.1.4 In terms of regulation 20(3) of the Regulations, the Offer price of Rs. 7.50/- is justified as follows:
(i)
Sl. No.
Name of promoters Address Phone / Fax No.
1. Sri Satya Narayan Agarwal 516, Kamalalaya Centre,Kolkata- 700 013
Ph:(033) 237-4444Fax:(033) 236-6444
2. Sri Sunil Bhoruka 517, Kamalalaya Centre,Kolkata- 700 013
Ph:(033) 225-2898Fax: (033) 2366444
3. Sri Ajeet Kumar Jain Ganga Niwas, 4th Floor, Kedar Road, Guwahati
Ph:(0361) 542329Fax: (033) 2366444
Sellers to the agreement
Nil Nil Nil Other major shareholders
Nil Nil Nil
Name of Stock Exchange
Total no of shares traded during the 6 calendar months
prior to the month in which PA was made.
Total No. of listed Shares
Annualised Trading Turnover
(in terms of % to total listed shares)
Calcutta Stock Exchange
100 52,51,800 NIL
Gauhati Stock Exchange - 52,51,800 NIL
Sl. No. Particulars
1. Negotiated price under the agreement Rs.2.00 per share2. Highest price paid by the Acquirer / PACs for any
acquisitions, including by way of allotment in a public or rights issue, if any, during the 26 weeks period prior to the date of public announcement (excluding negotiated price)
Nil
3. The price paid by the Acquirer / PACs under a preferential allotment made at any time during the 12 months period up to the date of closure of the Offer.
Nil
4. Other parameters including: 31.03.2002(audited)
31.03.2001(audited)
*On Net Realisable Assets Method Basis**Source- Capital Market, Volume-XVII/02 dated April 14, 2002 Industry-Finance & Investment)
Note: As on 31.03.2002, the Realisable Book Value of the assets of the company arrived at after considering
certain amount of adjustment against the net worth of the company comes to Rs.379.50 lacs. Mr. T. Kumar, (Membership No. 056300) partner of Kumar Bose & Associates, Chartered Accountants, having office at 194, B. B. Ganguly Street, Kolkata- 700 012 have certified vide their certificate dated 02.07.2002 that the Book Value per share on Net Realisable Assets Method basis of Suvridhi Financial Services Limited as on 31.03.2002 is Rs.7.23/- per share which has been arrived at as given below:
a) Return on net worth 3.25% 0.05% b) Book Value (per share) 7.23* 9.98 c) EPS (per share) 0.34 0.01 d) Industry Average P/E
multiple
7.7**
The detailed breakup of the Book Value as on 31.03.2002 is as under: (Rs. in lacs)
(ii) There has been no trading in the shares of the Company during the last six months.
(iii) The last traded price for the fully paid equity shares of SFSL was Rs.2/- per share on 21.12.2001 on
CSE.
(iv) The P/E multiple of the SFSL considering the Offer price of Rs.7.50/- per share works out to 22.06 based on earnings for the period ended March 31, 2002 against the industry i.e. Finance & Investments P/E of 7.7.
(v) The offer price of Rs.7.50/- per equity share of SFSL is therefore justified.
5.1.5 The Acquirers would be responsible for ensuring compliance with the Regulations for the consequences arising out of the acquisition of shares, if any, made after the date of Public Announcement (i.e. 23.05.2002) in terms of Regulation 20(4) of the Regulations. However, no such acquisition shall be made by the Acquirers during the last seven working days prior to the closure of the Offer i.e.01/09/2002 to 10/09/2002.
5.1.6 It is ensued that the Offer Price shall not be less than the highest price paid by the Acquirers for any
Acquisition of shares of SFSL from the date of Public Announcement upto 7 working days prior to the closure of the Offer viz. September 10, 2002.
Particulars Value of Assets as per books of accounts
Value of Assets on Net Realisable Basis
A. Net Fixed Assets 2.85 2.85B. Investments 185.06 21.63
C. Net Current Assets 1. Inventories 0.59 0.59
2. Advance recoverable in cash or in kind
64.02 64.02
3. Loans & Advances 259.01 259.01
4. Sundry Debtors 1.45 1.45
5. Cash & Bank Balances 33.46 33.46
6. Other Current Assets 2.65 2.65
TOTAL 361.18 361.18
Less: Current Liabilities 3.84 3.84
Provisions 2.32 2.32
355.02 355.02
Total (A+B+C) 542.93 379.50Less: Long Term Liabilities Nil Nil
Net Total 542.93 379.50
Book Value Per Share (Rs.) 10.34 7.23
5.2. Financial arrangements: 5.2.1. The total Fund requirement for the Offer is Rs.78,77,700 (Seventy Eight Lacs Seventy Seven Thousand
Seven Hundred) assuming that the entire Offer is accepted. 5.2.2. In accordance with Regulation 28 of the Regulations, the Acquirers had initially created an Escrow Account in
the form of cash deposit of 16,00,000/-(Rupees Sixteen Lacs) being more than 25% of the total consideration payable as per original Offer Price, with United Bank of India, Park Street Branch, Kolkata-700016. In view of the upward revision of the Offer Price from Rs.6/- per share to Rs.7.50/- per share, the Acquirers have deposited additional amount in the form of an Escrow Account with United Bank of India to increase value of Escrow Account to Rs.20,00,000/- (Rupees Twenty Lacs), being more than 25% of the total consideration payable as per the revised Offer Price. A lien has been marked on this escrow account in favour of Ashika Credit Capital Limited. The Manager to the Offer has been authorised to realise the value of the Escrow in terms of the Regulations.
5.2.3. The Acquirers have adequate financial resources and have made firm financial arrangement for the
implementation of the Offer in full out of their own sources / Networth and no borrowings from Banks/FIs or Foreign Sources is envisaged.
5.2.4. Kumar Bose & Associates, Chartered Accountants vide its letter dated August 01, 2002 has certified that
sufficient resources are available with the Acquirers for fulfilling the obligations under this “Offer” in full. 5.2.5. The Manager to the Offer, ACCL confirms that the firm arrangements for the funds and money for payment
through verifiable means are in place to fulfill the Offer obligations.
6. TERMS AND CONDITIONS OF THE OFFER: 6.1. The LO together with the Form of Acceptance will be mailed to the shareholders of SFSL (except the parties
to the agreement) whose names appear on the register of the members of SFSL & the beneficial owners of the shares of SFSL, whose names appear on the beneficial records of the respective depositories, at the close of the business hours on May23, 2002.
6.2. All the owners of the shares, registered or unregistered (except the parties to the agreement) are eligible to
participate in the Offer as per the procedure set out in Para 7 below. Eligible persons can participate in the Offer by offering their shareholding in whole or in part. No indemnity is required from the unregistered owners.
6.3. Accidental omission to despatch this LO or the non-receipt or delayed receipt of this LO will not invalidate the
Offer in anyway. 6.4. Subject to the conditions governing this Offer, as mentioned in the Letter of Offer, the acceptance of this
Offer by the shareholder(s) must be absolute and unqualified. Any acceptance to the Offer which is conditional or incomplete is liable to be rejected without assigning any reason whatsoever.
6.5. The Offer is made to all the public shareholders (except the parties to the agreement ) whose names
appeared in the register of shareholders on 23.05.2002 and also to those beneficial owners (“Demat holders”) of the equity shares of SFSL, whose names appear as beneficiaries on the records of the respective depository participants (“DP”) at the close of the business hours on 23rd May, 2002 and also to those persons who own shares any time prior to the closure of the Offer, but are not registered shareholders(s).
6.6. The Offer is subject to receiving the necessary approval(s), if any, from Reserve Bank of India, under the
Foreign Exchange Management Act, 1999 and subsequent Amendments thereto, for acquiring shares tendered by non-resident shareholders.
6.7. As on the date of this PA, to the best of the knowledge of the Acquirers, there are no other statutory
approvals required to acquire equity shares that are tendered pursuant to this Offer. However the Offer would be subject to all statutory approvals that may be applicable at a later date.
6.8. The Acquirers shall complete all procedures relating to the Offer including payment of consideration to the
shareholders by September 27, 2002. In case of delay due to non-receipt of the statutory approvals within time, SEBI has a power to grant extension of time to the Acquirers for payment of consideration to shareholders subject to the Acquirers agreeing to pay interest to the shareholders for delay in payment of consideration beyond September 27, 2002.
6.9. The Acquirers do not require any approval from its bankers / lending Institutions for the aforesaid Offer. 6.10. Shareholders who have accepted the shares by tendering the requisite documents, in terms of the
public announcement/ Letter of Offer, cannot withdraw the same. 6.11. The instructions and provisions contained in Form of Acceptance constitute an integral part of the terms of
this Offer. 7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER: 7.1. The Shareholder(s) of SFSL who qualify and who wish to avail of this Offer will have to send their shares to
the Registrar to the Offer as mentioned in the Form of Acceptance at the following address:
Acceptances may be sent by Registered Post or by hand so as to reach the Registrar to the Offer on or before September 10, 2002. Shareholders may send their acceptances by hand accordingly:
Delivery made by Registered Post would be received on all working days except Sunday & Public Holidays.
7.2. Shareholders who wish to tender their shares under this Offer should enclose the following documents duly completed. Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the shares in respect of which the application is being sent.
M/s. Niche Technologies Pvt. Ltd.Contact Person: Mr. S. AbbasC-444, Bagree Market, 71, B. R. B.B. Road,Kolkata – 700 001Ph: (033) 235-7270/7271/3070Fax: (033) 215-6823Email: [email protected]
Working Days Timings Mode of DeliveryMonday – Friday 10.00 a.m. upto 5.00 p.m. Hand Delivery
Saturday 10.00 a.m. upto 3.00 p.m. Hand Delivery
7.2.1. For Equity Shares held in physical form:
(i) Registered shareholders should enclose:
Form of Acceptance cum Acknowledgement duly completed & signed in accordance with the
instructions contained therein, by all shareholders whose names appear in the share certificate(s).
Original share Certificates
Valid share transfer Form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with SFSL and duly witnessed at the appropriate place. A blank share transfer form is enclosed along with this LO.
(ii) Unregistered owners should enclose:
Form of Acceptance cum Acknowledgement duly completed & signed in accordance with the
instructions contained therein. Original share Certificate(s)
Original broker contract note.
Valid share transfer form(s) as received from the market. The details of the buyer should be left blank
failing which, the same will be invalid under the Offer. Unregistered shareholders should not sign the transfer deed. All other requirements for valid transfer will be preconditioned for acceptance. No indemnity is required from unregistered shareholders.
7.2.2. For equity shares held in Demat Form:
Beneficial owners should enclose:
Form of Acceptance cum Acknowledgement duly completed & signed in accordance with the
instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records of the respective depositories.
Photocopy of the delivery instruction in “ Off-market” mode or counterfoil of the delivery
instruction in “Off- market “ mode, duly acknowledged by DP in favour of the special depository account (please see below) before the close of the business hours on September 10, 2002.
7.3. The Registrar to the Offer, M/s Niche Technologies Private Limited have opened a special depository
account with Trans Scan Securities Pvt. Ltd. The details of the special depository account are as under:
7.4. For each delivery instruction, the beneficial owner should submit a separate Form of acceptance. In the case
of Demat shares, the shareholders are advised to ensure that their shares are credited in favour of special depository account, before the closure of the Offer. The Form of acceptance of such Demat shares not credited in favour of the special depository Account before the closure of the Offer are liable to be rejected.
7.5. The share Certificate(s), share transfer form, Form of Acceptance and other documents, if any should be
sent only to the Registrar to the Offer, as mentioned above. They should not be sent to the Manager to the Offer or the Acquirers or the Target Company.
7.6. In case of non-receipt of the Letter of Offer, the eligible persons may obtain a copy of the same from
Registrar to the Offer or Manager to the Offer on providing suitable documentary evidence of acquisition of shares of SFSL. The Public Announcement, LO and Form of Acceptance Cum Acknowledgement will be
DP Name Trans Scan Securities Pvt. Ltd
DP ID IN 302496
Client ID 10007559
Account name Niche Technologies Pvt. Ltd-SFSL-Open Offer Escrow A/c
Depository NSDL
available on SEBI website at http://www.sebi.gov.in/ , from the Offer opening date. The eligible persons can download these documents from the SEBI’s website & apply using the same. Alternatively, they may send their consent to participate in the Offer, to the Registrar to the Offer, on a plain paper stating the name & address of the first holder, name(s) & address(s) of joint holders, if any, regd. folio no, share certificate no., distinctive nos., no. of the shares held, no. of the shares Offered along with documents as mentioned above so as to reach the Registrar to the Offer on or before closure to the Offer i.e. September 10, 2002 . Unregistered owners should not sign the transfer deeds & the transfer deed should be valid. In case of beneficial owners, they may send their applications in writing to the Registrar to the Offer, on a plain paper stating their name, address, no of shares held, no. of shares Offered, DP name, DP ID No., beneficiary account number, and a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instructions in “Off- market “ mode, duly acknowledged by DP in favour of special depository account, so as to reach the Registrar to the Offer , on or before the closure of the Offer.
7.7. Non resident shareholders should also enclose copy of permission received from RBI for the shares held by
them in SFSL and ‘no-objection’ certificate / tax clearance certificate from the Income Tax authorities under Income Tax Act, 1961, indicating the amount of tax to be deducted by the Acquirers before remitting the consideration. In case the aforesaid ‘ no-objection’ certificate is not submitted, the Acquirers will arrange to deduct tax at the maximum marginal rate as may be applicable to the shareholder, on the entire consideration amount payable.
7.8. The Acquirers undertake to pay interest pursuant to regulation 22(12) to the shareholders for the delay, if
any, in the payment of the consideration. 7.9. Payment of consideration will be made by crossed account payee cheques /demand drafts / pay orders and
will be sent by registered post, to those shareholders / unregistered owners & at their sole risk, whose shares/ share certificates & other documents are found in order & accepted by SFSL in part or in full except in case of joint holders, cheques / demand drafts/ pay orders, in the name of first holder. It is advised that shareholders provide bank details in the Form of Acceptance cum Acknowledgement, so that same can be incorporated in the cheques / demand drafts / pay orders.
7.10. Unaccepted share certificates, transfer forms & other documents, if any, will be returned by registered post at
the shareholders/ unregistered owners sole risk to the sole / first shareholder. Shares held in Demat Form to the extent not accepted will be credited back to the beneficial owners’ depository account with the respective DP as per the details furnished by the beneficial owners.
7.11. The Registrar to the Offer will hold in trust the shares/ share certificates, shares lying in the credit of the
special depository account, Form of Acceptance cum Acknowledgement and the transfer Form( s), if any, on behalf of the shareholders of SFSL who have accepted the Offer, till the Cheques/ demand draft / pay orders for the consideration and / or the unaccepted shares/ share certificates are despatched or credited back to the beneficial owners DP account.
7.12. In case any person has lodged shares of SFSL for transfer & such transfer has not yet been effected, the
concerned person may apply as per the instructions in Para 7.4 above together with the acknowledgement of lodgment shares for transfer. Such persons should also instruct SFSL to send the transferred share certificate(s) directly to the Registrar to the Offer. The applicant should ensure that the certificate(s) reached the Registrar to the Offer on or before the Offer closing date.
7.13. In case any person has tendered his physical shares in SFSL for Dematerialisation & such dematerialisation
has not yet been effected, the concerned shareholder may apply in the Offer as per instructions mentioned above together with a photocopy of the completed dematerialisation request form acknowledged by shareholders DP. Such shareholders should ensure the credit of the shares to the special depository account on or before the Offer closing date together with a copy of delivery instructions acknowledged by the DP in favour of Special depository account
7.14. In case the shareholder has already sold his Shares, he may kindly forward this Offer document to the
transferee or to the broker through whom the shares were sold. 8. DOCUMENTS FOR INSPECTION:
Copies of the following documents will be available for inspection at the Registered office of the Manager to the Offer, M/s Ashika credit capital Limited at 7, B. B. Ganguly Street, 4th Floor, Calcutta – 700 012 on any working day between 10.00a.m to 2.00p.m during the period the Offer is open i.e., from 12.08.2002 to 10.09.2002.
i) Memorandum & Articles of Association of SFSL along with Certificate of Incorporation.
ii) Letter dated 11/03/2002 from M/s Kumar Bose & Associates Chartered Accountants certifying the Networth of Sri Mohan Agarwal, Sri Gauri Shankar Agarwala, Smt. Kalawati Agarwal & Smt. Partibha Agarwal.
iii) Letter dated 01/08/2002 from M/s Kumar Bose & Associates Chartered Accountants certifying the
adequacy of financial resources with Acquirers to fulfill the Open Offer obligations.
iv) Audited Annual Reports for the Financial year ended 31 march 1999, March 31, 2000, & March 31, 2001 & certified financial statements for the ten months period ended 31st January, 2002 of Bhairav Leasing & Finance Pvt. Ltd.
v) Audited Annual Reports for the Financial year ended March 31, 2000, & March 31, 2001 & 31.03.2002
of Suvridhi Financial Services Limited.
vi) Audited Annual Reports for the Financial Year ended 31 March 1999, March 31, 2000, & March 31, 2001 of Metal Udyog Limited.
vii) Letter of United Bank of India, Park Street Branch, Kolkata 700 016, dated 13/05/2002 & 31/07/2002
confirming the amount kept in the Escrow Account and creation of Lien on the said Escrow account in favour of Ashika Credit Capital Limited the Manager to the Offer to operate it.
viii) A copy of the confirmation received from depository Participant - Trans Scan Securities Pvt. Ltd.
confirming opening of a special depository account for the purpose of the Offer.
ix) A copy of the Public Announcement for the Offer dated May 23, 2002
x) Copy of the Memorandum of Understanding between the Acquirers & the Manager to the Offer, dated 11/05/2002.
xi) Copy of SEBI letter no. TO/AS/14251/02 dated July 29, 2002 issued in terms of proviso to the
Regulation 18(2) of the Regulation.
xii) Letter dated 02/07/2002 from M/s Kumar Bose & Associates Chartered Accountants certifying the Net Realisable Value of the Target Company.
9. DECLARATION BY THE ACQUIRERS:
The Acquirers, Sri Mohan Agarwal, Sri Gauri Shankar Agarwala, Smt. Kalawati Agarwal & Smt. Partibha Agarwal & Bhairav Leasing & Finance Pvt. Ltd. represented by its Board of Directors accept full responsibility jointly and severally for the information contained in this Letter of Offer and are responsible for ensuring compliance with the Regulations. The information relating to SFSL has been obtained from publicly available information & from the company
The Manager to the Offer hereby states that the person signing this Letter of Offer is one of the Acquirers and he is duly and legally authorised by other Acquirers to sign on their behalf.
Sd/-
(Mohan Agarwal)Place: Kolkata Date: 05/08/2002 Attached: Form of Acceptance cum Acknowledgement
FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENTTo, M/s. Niche Technologies Pvt. Ltd. Date: ------------------C-444, Bagree Market,71, B. R. B. B. Road,Kolkata – 700 001 Dear Sir, Sub: Open Offer for purchase of 10,50,360 equity shares of Suvridhi Financial Services Limited representing 20% of
its total issued voting capital at an Offer Price of Rs. 7.50/- per fully paid up equity share by Sri Mohan Agarwal,Sri Gauri Shankar Agarwala, Smt. Kalawati Agarwal & Smt. Partibha Agarwal & Bhairav Leasing & Finance Pvt. Ltd.
I/We refer to the Letter of Offer dated ---------------------for acquiring the equity shares held by me/us in Suvridhi Financial Services Limited.
I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein. SHARES IN PHYSICAL FORM I/We, accept the Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our Shares as detailed below.
I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by the Registrar to the Offer until the time the Acquirer(s) gives the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer(s) will pay the purchase consideration only after verification of the documents and signatures. SHARES IN DEMATERIALISED FORM I / We, holding Shares in the dematerialised form, accept the Offer and enclose the photocopy of the Delivery Instruction in “Off-market” mode, duly acknowledged by the Depository Participant (“DP”) in respect of my/our Shares as detailed below:
I/We have done an off market transaction for crediting the Shares to the special account opened for the purposes of the Offer, for which necessary instructions have been given to my/our DP. I/We note and understand that the Shares would reside in the depository account opened for the purpose of this Offer until the time the Acquirer accepts the Shares and makes the payment of purchase consideration as mentioned in the Letter of Offer. I/We confirm that the equity shares of Suvridhi Financial Services Limited, which are being tendered herewith by me/us under this Offer, are free from liens, charges and encumbrances of any kind whatsoever. I/We authorise the Acquirers to accept the shares so offered which they may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/We further authorise the Acquirers to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted. I/We authorise the Acquirers and the Registrar to the Offer and the Manager to the Offer to send by Registered Post/UPC as may be applicable at my/our risk, the draft/cheque/warrant, in full and final settlement of the amount due to me/us and/or other documents or papers or correspondence to the sole/first holder at the address mentioned below. I / We authorize the Acquirers to accept the Shares so offered or such lesser number of Shares that they may decide to accept in terms of the Letter of Offer and I/We authorize the Acquirers to split / consolidate the share certificates comprising the Shares that are not acquired to be returned to me/us and for the aforesaid purposes the Acquirers are hereby authorized to do all such things and execute such documents as may be found necessary and expedient for the purpose. Yours faithfully, Signed and Delivered
Sr. No. Ledger Folio No. Certificate No(s). Distinctive No(s). No. of shares
Total number of equity shares
DP Name DP IDClient ID
No. of Shares ISIN No.
INE915C01017
Total number of shares
Note: In case of joint holdings all must sign. Enclose duly attested power of attorney if any person apart from the shareholder has signed acceptance form or transfer deed(s). A corporation must affix its common seal and enclose necessary certified corporate authorizations. Non-resident shareholders with repatriable benefits must enclose appropriate documentation. Place: Date:
Bank Details
So as to avoid fraudulent encashment in transit, the shareholder(s) may, at their option, provide details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly. Savings/Current/(Others; please specify) : ______________________Name of the Bank Branch : ___________________________________________________Account Number :_____________ --------------------------------------------------------------------Tear along this line ------------------------------------------------------------------------------------------
Acknowledgement slip Ledger Folio No. __________________________DP ID _______________ Client ID___________________________Received from ______________________________ ___________an application for sale of __________Equity Share(s) of Suvridhi Financial Services Limited together with ________share certificate(s) bearing Certificate Numbers _________________________ and _______transfer deed(s)/ photocopy of “Off-market” delivery instruction duly acknowledged by the DP. Note : All future correspondence, if any, should be addressed to the Registrar to the Offer at the address mentioned above. Date of receipt Signature of the official
Full Names (s) of the holders Address SignatureFirst/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3