LETTER OF OFFER

(For private Circulation of Equity shareholders of the company only)

 

THE COTTANAD PLANTATIONS LIMITED

(Incorporated on 03-01-1930 in the State of Kerala under the Companies Act)

 

Registered Office

1X / 334, Pudupadi Panchayat, Kerala -673 586

 

Corporate Office

P.O.Box. No. 1117, Beach Road, Calicut - 673032

 

Telephone Number

0495 2765261

 

Fax Number

0495 2768687

 

 

E-mail ID

cottanad@dataone.in

 

Contact Person: Mr.S.Sivakumaran

Executive Director

 

 

ISSUE OF 1,80,000 EQUITY SHARES OF Rs 10 EACH FOR CASH AT A PREMIUM OF Rs 15 PER SHARE AGGREGATING TO Rs 45 LAKHS ON A “RIGHTS” BASIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY IN THE RATIO OF 3 EQUITY SHARES FOR EVERY ONE EQUITY SHARE HELD AS ON ------ ie. RECORD DATE

 

 

GENERAL RISKS

 

Investment in Equity and equity related securities involve a degree of risk and investors should not invest any funds in this issue, unless they can afford to take risk losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India /Stock Exchange nor does the Securities and Exchange Board of India/Stock Exchange guarantee the accuracy or adequacy of this document. Specific attention of the Investors is invited to the Risk Factors appearing on Page no5. Since the size of the present Issue is less than Rs 50 lakhs, this offer document has not been vetted by the Securities And Exchange Board of India.

 

 

 

ISSUER’S ABSOLUTE RESPONSIBILITY

 

 

The Issuer, having made all reasonable inquiries accepts responsibility for and confirms that this Letter of offer contains all information with regard to The Cottanad Plantations Limited and the Issue, which is material in the context of Issue, that the information contained in this Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and information expressed herein are honestly made and that there are no other facts, the omission of which makes this document as a whole or any of such information or the opinion or the expression of any such opinions or intentions misleading in any material respects.

 

LISTING

 

The Equity shares of the company are listed on The Madras Stock Exchange (MSE). The in-principle approval for listing the Rights Equity Shares has been obtained from the MSE vide letter no MSE/DS/LD/738/225/07 dated 30^th March 2007

 

LEAD MANAGER/ REGISTRAR TO THE ISSUE

 

Since the present Rights Issue is for less than Rs.50 lakhs, the Company has not appointed any Lead Manager/Registrar to the Issue and the company has made In house arrangements for the matters pertaining to the Rights Issue.

 

 

 

 

ISSUE OPENS ON--------  :

LAST DATE OF RECEIPT OF REQUEST FOR

SPLIT APPLICATION FORMS :

ISSUE CLOSES ON :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

  Page No

I     II     III     IV       V     VI   VII   VIII     IX   X     XI   XII   XIII     XIV   XV       XVI

DEFINITIONS AND ABBREVIATIONS	4
RISK FACTORS ENVISAGED BY MANAGEMENT	5
LITIGATION	6
GENERAL INFORMATION	8
CAPITAL STRUCTURE OF THE COMPANY  TERMS OF THE PRESENT ISSUE	10
OBJECT OF THE ISSUE	13
COMPANY, MANAGEMENT AND PROJECT	16
PROMOTERS AND THEIR BACKGROUND	17
THE BACKGROUND OF THE DIRECTORS OF THE COMPANY	17
OTHER REGULATORY AND STATUTORY INFORMATION	19
TAX BENIFIT	39
POSITION WITH REGARD TO DUES	39
MATERIAL CONTRACTS/ DOCUMENTS	40
DECLARATION	41
ANNEXURE -1 UNAUDITED FINANCIAL RESULTS FOR THE YEAR 2006-07.	42 -43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

ANNEXURE -11 FINANCIAL AND OTHER INFORMATION FOR THE LAST FIVE YEARS

44-63

 

 

 

 

 

 

 

 

 

 I : DEFINITIONS AND ABBREVIATIONS

 

 

Act : The Companies Act , 1956

Articles : Articles of Association of the company.

Board/ Board of the company: The Board of Directors of the company

CAF : Composite Application form

Committee  :Committee of Board of Directors constituted for works pertaining to the Rights issue

EGM : Extraordinary General Meeting

EPS : Earning Per Share

FEMA : Foreign Exchange Management Act1999 and subsequent

  amendments thereto

Issue/ Offer : The present Rights Issue of equity shares to the existing

 Shareholders

LoO : Letter of Offer

Memorandum : Memorandum of Association of the company

MSE/Stock Exchange : Madras Stock Exchange Limited

NR : Non- Resident

NRI : Non- Resident Indian

RBI : Reserve Bank Of India

SEBI : Securities And Exchange Board of India

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORWARD LOOKING STATEMENTS

 

Any projections, forecasts and estimates contained herein are forward looking statements that involve risks and uncertainties. Such statements use forward looking terminologies like ‘may’, ‘believes’ ‘will’ ‘except’ ‘anticipate’ ‘estimate’ ‘plan’ or other similar words. The company’s actual results could differ from those anticipated in these forward looking statements as a result of a number of factors including those, which are set for in the “Risk Factors” as appearing in this letter of Offer.

 

II:  RISK FACTORS ENVISAGED BY THE MANAGEMENT:

 

 

 MANAGEMENTS PERCEPTION OF RISK FACTORS:

 

·        The Plantation Sector is facing acute competition and the profitability may be affected considerably.

·        The cash crops produced by the company are heavily dependent on the weather and as global warming has caused uncertainty in the weather pattern, the estates are increasingly facing severe water shortage for economic cultivation.

·        The prices of the crops grown by the company namely Tea, Coffee and Rubber are prone to severe price fluctuations and may go below the cost of production thereby leading to loss.

·        The company produces Green Tea leaf, Raw Coffee and Raw Rubber which are not marketable end products and are sold as raw material to the big manufacturers who control the market.

·        The Company’s estates are located in the state of Kerala where the plantation labour wages is the highest in India and the labour productivity is low thereby leading to higher cost of production.

 

The Investors should consider the following Risks factors together with all other Information included in this Letter of Offer in evaluating the company and its business before making investment decision.

 

INTERNAL RISK FACTORS:

 

(i)                  Non- appraisal of the Project:

The Proposed Project is not being appraised by any bank or financial institution and the deployment of funds raised through the present Rights Issue is not being monitored by any financial institution

  Management Perception:

The requirement of funds has been estimated by the Management of the Company based upon its business plans. It shall ensure and is confident that the funds will be judiciously utilized.

 

(ii)                The Company is dependent on the full subscription to the Rights Issue. Under subscription to the Issue may have an adverse material impact on the project and consequently on the future performance of the company.

Management Perception

In the event of any under subscription to the Issue, some of the promoters intend to subscribe to the issue beyond their entitlement, so that the issue is fully subscribed. In such a case, the acquisition of additional shares by the promoters shall be exempt from making an open offer in terms of Regulation 3 (1)(b)(ii) 0f SEBI ( Substantial Acquisition of Shares and Take Over) Regulations, 1997. Such acquisition will not result in a change in the control of the Management of the Company.

(iii)               Equity Dilution

The present Issue of Equity shares on Right basis will increase the paid up capital of the company and this is likely to reduce the EPS

Management Perception

The investments proposed to be made out of the proceeds of the issue are expected to yield significant returns, which will have a positive impact on the EPS

 (iv)  Possibility of Conflict of Interest:

The Nilambur Rubber Company Limited, which forms part of the promoters Group) is engaged in the similar line of business.

Management Perception

The Cottanad Plantations Limited and The Nilambur Rubber Company Limited had been in the same market for a very long time, and there had not

been any conflict of interest till date.

 

 

(v)                Non trading in MSE

 The shares of the company are listed on MSE and very few trading has been

recorded in MSE.

 

EXTERNAL FACTORS:

 

·        The Plantation Sector is facing acute competition and the profitability may be affected considerably.

·        The cash crops produced by the company are heavily dependent on the weather and as global warming has caused uncertainty in the weather pattern, the estates are increasingly facing severe water shortage for economic cultivation.

·        The prices of the crops grown by the company namely Tea, Coffee and Rubber are prone to severe price fluctuations and may go below the cost of production thereby leading to loss.

·        The company produces Green Tea leaf, Raw Coffee and Raw Rubber which are not marketable end products and are sold as raw material to the big manufacturers who control the market.

·        The Company’s estates are located in the state of Kerala where the plantation labour wages is the highest in India and the labour productivity is low thereby leading to higher cost of production.

·        The prices of company’s products are subject to influence of import tariff structure and Government policies in this regard.

 

Management Perception

 

The Management has, based on its experience and prudence, taken in to account the impact of the above risks in the operational strategies of the company. And is confident of encountering the situation effectively and minimizing the impact of these risks on the company’s profitability to the best extent possible.

 

The company does not have any contingent liability as on date.

 

 

III (a)Litigation.

 

The Honourable High Court of Kerala had passed a decree in A.S- 214 / 80 ordering the company to surrender to the Government of Kerala, possession of around 500 acres of land along with cost and mesne profit from the trees cut. This matter is pending adjudication both before the Sub Court, Calicut as well as before the Honourable High Court of Kerala.

 

 

Management Perception

The above referred land has been abandoned for the past several decades and has not derived any agricultural income from the said lands. As such the surrender of the above land will not affect the future profitability of the Company.

 

 

(b) BUSINESS OPERATION OF THE COMPANY :

 

The company is engaged in Agricultural operation having two estates cultivating Rubber, Tea, Coffee and Pepper.  

 

 FINANCIAL PERFORMANCE OF THE COMPANY FOR THE LAST FIVE

 YEARS. ( In Rupees )

 

 

BUSINESS/INDUSTRY OVERVIEW:

 

The plantation industry in our country depends on climatic factors and is vulnerable to price fluctuations. The fortunes of the industry are of cyclic nature. Presently, Rubber fetches good returns whereas the price for Tea, coffee and pepper are not remunerative commensurate with the high cost of production, especially in Kerala, where the wage rate is the highest in the Country.

 

 

 

 

 

 

 

 

 

 

 

 

(c) REGULATIONS &POLICIES

 

·        The Plantation industry is governed by the Plantation Labour Act, some provisions of which leads to additional costs thereby adversely affecting the competitiveness of the industry in the present Global Scenario.

·        The price of the Plantation commodity is also affected by the Government import policy.

·        Free trade agreements with SAARC countries have led to import of cheap plantation crops in to India ,thereby adversely affecting the price realization.

Management:

 

The day to day affairs of the company is managed by the Managing Director under the general superintendence and control of the Board of Directors. Mr. M P Cherian is the Managing Director of the company. The Board consists of eminent Directors having sufficient experience in Management, plantation, finance and other functional areas. Their details are given in page no 16 of this offer document.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE COTTANAD PLANTATIONS LIMITED

(Incorporated on 03-01-1930 in the State of Kerala under the Companies Act)

 

Registered Office

1X / 334, Pudupadi Panchayat, Kerala -673 586

 

Corporate Office

P.O.Box. No. 1117, Beach Road, Calicut - 673032

 

 

 

Dear Equity Shareholder,

 

The present Rights Issue is pursuant to the Resolution passed by the shareholders of the company at the Extraordinary General Meeting held on 08-01-2007.

 

ISSUE OF 1,80,000 EQUITY SHARES OF Rs 10 EACH FOR CASH AT A PREMIUM OF Rs 15 PER SHARE AGGREGATING TO Rs 45 LAKHS ON A “RIGHTS” BASIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY IN THE RATIO OF 3 EQUITY SHARES FOR EVERY ONE EQUITY SHARE HELD AS ON ------ ie, RECORD DATE

 

IV   GENERAL INFORMATION: 

 

Size of the present Issue: 1,80,000 Equity shares of Rs 10 each on a right basis to the existing Share holders @ 3 shares for 1 share held on a premium of Rs 15 per share; aggregating to Rs 45 Lakhs.

 

Name of the Auditors:

 

BRG Associates, Indus Avenue, Kallai Road, Calicut – 673 002

 

Bankers to the Company:

 

The Federal bank Limited, PARCO Towers, P M Taj Road, Calicut- 673 001.

 

Bankers to the Issue:

 

The Federal bank Limited, PARCO Towers, P M Taj Road, Calicut- 673 001.

 

Credit Rating

 

This being a Rights issue of Equity Shares, no credit rating is required.

 

ISSUE PROGRAMME

 

The subscription list for the issue will open at the commencement of Banking hours on ……..2007 and close at the close of banking hours on ……..2007 or such extended date (subject to a maximum of 60 days) as may be decided at the discretion of the company.

 

 

 

 

FICTITIOUS APPLICATIONS

 

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956 which is reproduced below:

 

“Any person who-

(a)     makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein, or

(b)     otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name

 

Shall be punishable with imprisonment for a term which may extend to five years”

 

MINIMUM SUBSCRIPTION

 

If the Company does not receive the minimum subscription of 90% of the amount payable on application upto the date of closure of the issue, or if the subscription level falls below 90% after the closure of the issue on account of the cheques having been returned unpaid or withdrawal of application, the company shall forthwith refund the entire subscription amount received with in 42 days from the date of closure of the issue. If there is any delay in refund of Application money by more than 8 days after the Company becomes liable to pay the amount (ie 42 days after the closure of the issue), the Company will pay interest for the delayed period as per Section 73 of the Companies Act 1956.

 

Some members of the promoter group intend to subscribe to additional shares beyond their entitlement if the issue is under subscribed, so as to make the issue fully subscribed. The acquisition of additional securities in such an event shall be exempt from making an open offer in terms of proviso to Regulation 3(1)(b)(ii) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations. 1997. Further this acquisition will not result in change of control of the Management of the Company.

 

UTILISATION OF ISSUE PROCEEDS

The Board of Directors declare that:

1.      The funds received against the Right Issue of equity shares will be transferred to a separate Bank Account other than the bank account referred to in sub-section 3 of section 73 of the Act;

2.      Details of all monies utilized out of the issue shall be disclosed under an appropriate separate head in the Balance Sheet of the company indicating the purpose for which such monies has been utilized.

3.      Details of all such un-utilized monies out of the issue, if any shall be disclosed under an appropriate separate head in the Balance sheet of the Company indicating the form in which such un-utilised money have been invested.

4.      The funds received against this rights issue will be kept in a separate bank account and the Company will not have any access to such funds unless it satisfies the MSE (Designated Stock Exchange) with suitable documentary evidence that the minimum subscription of 90% of the issue has been received by the Company.

 

UNDERWRITING AGREEMENT /STANDBY AGREEMENT BY THE ISSUER

 

The present issue is not underwritten.

 

ALLOTMENT AND REFUND ORDERS

 

Letters of Allotment/Share Certificates and/or regret letters together with the refund orders, if any, will be despatched at the applicants sole risk to the sole/first applicant with in 6 weeks from the date of closure of the issue. The company shall ensure despatch of refund orders of value of upto Rs.1,500/- under certificate of posting and share certificate/allotment advice and/or regret letters together with refund orders over Rs.1,500/- by Registered Post only. The Company, as far as possible, allot the Equity Shares within 42 days from the date of closure of the issue and shall pay interest @ 15% per annum, if the allotment of the Equity Shares has not been made and/or the refund orders have not been dispatched to the investor within 42 days, for the period of delay beyond 42 days.

 

The Company will issue and despatch letters of allotment /securities certificates and or regret letters along with refund orders, or if any, with in a period of 6 weeks from the date of closure of the issue. If any monies required to be refunded to any equity shareholder are not repaid with in 8 days from the day of the Company becomes liable to pay it i.e. 42 days after the issue of closing dates, the Company shall pay interest as stipulated under section 73(2) and 73 (2A) of the Act.

 

The Company undertakes to despatch share certificates/refund orders, and submit the allotment and listing documents to the Stock Exchange within 2 working days of the finalization of the basis of allotment. Further, the Company undertakes to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at the Stock Exchange where the securities are to be listed are taken with in 7 working days of finalization of basis of allotment.

 

V. CAPITAL STRUCTURE OF THE COMPANY:

 

 a) Authorized: 20000, 7.5% Tax-free Cumulative participating

 Preference Shares of Rs. 10/- each Rs. 2,00,000

 

 2,50,000 Equity shares of Rs. 10/- each Rs. 25,00,000  

  Rs 27,00,000

 

b)       Issued, Subscribed and Paid up:

60,000 Equity shares of Rs.10/- each fully paid up Rs. 6,00,000

  

c) Present Issue being offered to the share holders through this letter of offer

 

180000 Equity shares of Rs.10/ each fully paid up - Rs.18,00,000

d)      Paid up Capital after the present Issue: Paid up Capital - Rs 2400000

 

e) Share premium  - Rs 2700000

 

 

Increase in Authorised Capital :

 

The authorized capital of the company has been increased to Rs 27 lakhs consisting of 2,50,000 equity shares of Rs 10 each aggregating to Rs 25 lakhs and 20,000 cumulative participating Preference Shares of Rs 10 each. The Issued Capital after the present issue will be with in this limit.

 

The Share Capital of the Company has been increased as per the resolution passed in the Board meeting held on 28^th November 2006 and the resolution passed in the EGM held on 8^th January 2007. The details of increase in capital are as follows:

Date of resolution	Authorised Capital In Rs	Face Value (Rs)	No of shares	Particulars
	Equity 6,00,000 Pref: 2,00,000	Rs 10 Rs 10	60,000 20,000	As per Memorandum
08-01-2007	Equity: 25,00,000     Pref: Rs 2,00,000	Rs 10     Rs 10	2,50,000      20,000	Increased from Rs 600000 to Rs 25,00,000 No increase

 

 

 

a)      Pre & Post- Shareholding pattern:

Pre- Issue Holdings Post Issue Holdings

 No of shares % to total No of shares % to total

 Promoters/ their associates 33,209 55.34% 132836 55.34%

 

 Non-Promoters:

 

a)      Mutual Fund and UTI

b)      Bankers and Institutions  348  0.58 % 1392  0.58%

c)      Others

 i) Private Company,Bodies

 ii) Indian Public  26343  43.91% 105372 43.91%

 iii) NRI/OCBs   100  0.17%  400 0.17%

 __

 

b)      Details of transactions of the Promoters, PAC s and the Directors in the shares of the Company during the last six months

 

Mr. M.P. Cherian – 334 shares

Date of Purchase No of Shares  Average Price

 

25/09/2006 109 110

 

26/09/2006 125  50

 

09/10/2006   100   100  

 

 

 

c)      Shareholding of the Promoters, Directors of the Promoter Group Companies in the Company as on 31-03-2007:

 

Mr. M. P. Cherian, Managing Director- 32119 ( 53.53%)

Mrs. Meera Pothen, Director 1090 (1.8%)

 

 

d)      Details of 10 largest shareholders as on the date of filing of the Letter of Offer

 

Name of the shareholder    No of shares  % of the holding

 Mr. M .P. Cherian    32,119 53.53

Mrs. Meera Pothen    1,090   1.82

Mrs. Narmada Purushotham Thackar   1,000    1.67

Mr. Pratap Purushotham Thackar   996    1.67

Mrs. Mariamma George    651    1.09

Mrs. Susy George  600   1.00

Mr. P R. Rathnam  500    0.83

Mr. V. Alagappan  455    0.76

Mrs. Mary Mathew  447 0.75

Mr. M. P. George  393 0.66

 

e)      Details of top 10 shareholders 10 days prior to the date of filing the Letter of Offer

 

Name of the shareholder    No of shares  % of the holding

 Mr. M. P. Cherian   32,119 53.53

Mrs. Meera Pothen    1,090   1.82

Mrs. Narmada Purushotham Thackar   1,000    1.67

Mr. Pratap Purushotham Thackar   996    1.67

Mrs. Mariamma George     651    1.09

Mrs. Susy George  600   1.00

Mr. P R. Rathnam  500   0.83

Mr. V Alagappan  455   0.76

Mrs Mary Mathew 447 0.75

Mr. M. P. George 393 0.66

 

 

f)        Details of top 10 shareholders 2 days prior to the date of filing the Letter of Offer

Name of the shareholder No of shares % of the holding

Mr. M .P. Cherian 32,119 53.53

Mrs. Meera Pothen 1,090 1.82

Mrs. Narmada Purushotham Thackar 1,000 1.67

Mr. Pratap Purushotham Thackar 996 1.67

Mrs. Mariamma George 651 1.09

Mrs. Susy George 600 1.00

Mr. P R. Rathnam 500 0.83

Mr V Alagappan 455 0.76

Mrs Mary Mathew 447 0.75

Mr. M .P. George 393 0.66

 

 

 

g) Details of issue made by the Company during the last three years : NIL

 

 

h)      Requirement of promoter’s contribution :

This being a Rights Issue, the Promoters are required to subscribe to the shares as per their entitlement. However, the promoters have agreed to subscribe to the under subscribed portion, if any.

 

i)        Intention of the promoters to subscribe to the issue

This being a Rights Issue, the Promoters are required to and also intend to subscribe to the shares as per their entitlement in full. The promoters have also agreed to subscribe to the under subscribed portion, if any.

 

j) NO FURTHER ISSUE OF SECURITIES:

 

The company undertakes that there shall be no further issue of Capital by way of Bonus shares, preferential allotment, Rights Issue or Public Issue or in any other manner, during the period commencing from the submission of the LoO to MSE/ SEBI for Rights Issue till the securities referred to in the LoO have been listed or application moneys refunded on account of failure of issue.

 

k) Buy-back or standby arrangements, if any, made by the promoters : NIL

 

l) Shares, if ,any pledged by the promoters: NIL

 

m)    Shares issued out of revaluation of shares: NIL

 

VI OBJECTS OF THE ISSUE:

 

a)

(i)                  To create irrigation facilities for the estates of the company by constructing irrigation tanks and by purchasing necessary irrigation equipments, so that fields can be irrigated during dry period, there by reducing the risk of drought which adversely affects the yield of tea and coffee.

(ii)                To put up a mini coffee processing plant to process/ cure the company’s own coffee crop

(iii)               To improve the capital base and liquidity position of the company.

 

.

b) Project cost:

i) To construct irrigation tanks

to irrigate Coffee and Tea. : Rs. 12,00,000/-

ii) To purchase necessary irrigation equipments. Rs. 10,00,000/-

iii) To put up a mini coffee processing plant. Rs. 28,00,000/-

iv) Issue related expenses Rs. 2,00,000/-  

Total: Rs. 52,00,000/-

 

The above project has not been appraised by any financial institution/ bank. The above cost has been arrived at by the company by its own assessment and based on the long standing experience the promoters have in the similar line of business

 

c) Means of financing: Rights issue and internal generation of funds.

 

d) Deployment and monitoring of utilization of funds:

This will be monitored by a Committee Consisting of Managing Director and Senior Executives on a regular basis and action will be taken to ensure that there is no time/ cost overrun in the project implementation..

 

e) Schedule of Implementation:

Activity	To start	To complete
To construct irrigation tanks to irrigate Coffee and Tea	March 2007	End April 2007
To purchase necessary irrigation equipments	September 2007	December 2007
To put up a mini coffee processing plant	June 2007	December 2007

f) BASIS OF ISSUE PRICE :

i)Qualitative Factors: The qualitative factors that justify the issue prices are:

 

1)Expertise of the promoters in the field of plantation industry for more than two decades.

2) Active participation of the promoters in the management of the business of the Company.

3) Consistent better performance of the Company, above the industrial standards.

 

ii) Quantitative Factors:

Adjusted Earning Per Equity Share

 

Year Earnings per equity share Weight

 

2005-06 86.82 3

 

2004-05 27.74 2

 

2003-04 7.90 1

 

Weighted Average 104.11

 

Face value of Equity Share Rs.10/-

 

iii) Return On Net Worth (R O N W)

 

Year Return on Net worth % Weight

 

2005-06 31.58 3

 

2004-05 13.91 2

 

2003-04 4.61 1

Weighted average 21.19

 

iv). Minimum Return on increased net worth required to maintain pre-issue Eps of 86.82 - 99.25%

 

v) N A V per share

As on 31-3-2006 274.87

After the issue 87.49

 

vi). The face value of the equity shares of the company Rs 10/- and the issue price is Rs. 25/- ie 2.5 times of the face value. The Management has also considered the impact on the profitability of the company after the completion of the new project.

 

 

VII) COMPANY, MANAGEMENT AND PROJECT:

a) History:

The company was incorporated on 3-1-1930 and is operating for the past 76 years.

 

b) Main Object:

 

The Main objects of the company as stated in the Memorandum, interalia, include:

(i)                  To purchase, open, cultivate and otherwise develop for the profit of the company two estates known as Cottanad and Kallumala in Waynad Taluk in the District of South Malabar

(ii)                To purchase, take on lease, or in exchange, hire or otherwise acquire any estate or estates, land or lands in India, the Island of Ceylon, the Federated Malay states or elsewhere and any right of way, water right and other rights, privileges and easements and concessions and any factories, machinery, implements, tools, live and dead stock, stores, effects and other property, real or personal, immovable or movable of any kind.”

 

(iii) Particulars in regard to the listed companies under the same Management with in

the meaning of Section 370(1B), which made any capital issue in the last 3 years

 

Not applicable.

 

Present Business:

 

Plant, grow, produce and trade in plantation and agricultural commodities.

 

 

 

 

 

 

 

 

 

 

 

 

VIII) PROMOTERS AND THEIR BACKGROUND

Background Information of:

 

i)Promoters:

 

Mr.M.P.Cherian and Mrs.Meera Pothen are the promoters of the company. The promoters have vast experience in opening and managing large plantations in South India. Mr.M.P.Cherian is also the Managing Director of the company.

 

 

 

ii)Managing Director:

 

The Managing Director Mr.M.P.Cherian is a Commerce Graduate. He has been holding the post of Managing Director of the company with effect from 1-07-1996. He is also the Director of The Nilambur Rubber Company, Associated Latex India Ltd and Cottanad Agro Trading and Exports Ltd.

 

 

Recognition or Awards:

 

Mr.M.P Cherian is presently the Vice Chairman of the Association of Planters of Kerala (APK). He is also an Executive Committee Member of United Planters association of South India (UPASI), which is the largest Association of Planters in South India.

 

IX) BACKGROUND OF DIRECTORS:

Mr.A.Kurian: is an Industrialist and a Planter with more than 5 decades of experience in managing large Rubber Industry. He is presently the Managing Director of M/s Kurian Abraham Private Ltd the largest Centrifuge latex manufacturer in the Private Sector. He is also a Director of The Nilambur Rubber Company, Associated Latex Ltd and Cottanad Agro Trading and Exports Ltd.

 

Mr.M.C.George: is a planter with more than 4 decades of experience in Plantation management. He is also a Director of The Nilambur Rubber Company, The Anaparai Estates Ltd and The Mercara Rubbers Ltd.

 

Mr.A.Sankar: is a Management graduate from IIM with 25 years experience in Managing large companies. He is currently the Managing Director of PL Agro Technologies Ltd. He is also a Director of The Nilambur Rubber Company.

 

Mr.T.P.Jolly : is an experienced Seafood producer and Exporter. He is currently the President of M/s Seawealth Products Inc. He is also a Director of The Nilambur Rubber Company Ltd.

 

Dr.K.V.Ahamed Bavappa M.Sc(Ag), Ph.D is an FAO Consultant and a Spices Expert. He is currently the Chairman of Research Advisory Committee CPCRI-Kasargod and IISR Calicut, and Managing Director of Cherukavu Land Development Pvt Ltd. He is also a Director of The Nilambur Rubber Company Ltd.

 

Mrs Meera Pothen: hails from a family of planters and is closely associated with the company for the last 35 years. She is also a Director of The Nilambur Rubber Company Ltd.

 

OTHER INFORMATION

a)Location of the project:

 

Cottanad Estate, Meppadi and Wyanad Dist, Kerala.

 

b)Remuneration to Directors:

Mr. M P Cherian , Managing Director is drawing monthly remuneration of Rs 50,500.

Apart from this , he is also entitled to the following perquisites:-

1.Rent free Accommodation

2.Company Car

3.Leave Travel Allowance

4.Telephone

5 Reimbursement of medical expenses and Medical insurance

6 Contribution to Provident fund and Superannuation as applicable to the Senior Officer of the Company

7 Commission not exceeding 1% of the net profit.

 

There are no other functional Directors drawing any remuneration from the company. Other Directors are entitled for sitting fee at the rate of Rs 2,000 per meeting.

 

c)      Applicability of Corporate Governance:

Even after the proposed Right Issue, the paid up Capital of the company will be Rs 24 lakhs only. This apart the network of the Company has never been Rs.25 Crores at any point of time in the history of the Company.Therefore, Corporate Governance Guidelines are not applicable to the company

 

d)      Borrowing Powers:

Based on the Audited Accounts of the company as on 31-03-2006, the company can borrow up to Rs 164 .93 lakhs. Against this, the company has availed secured loan of Rs 99.55 lakhs as on 31-03-2006

 

e)      Changes in directorship during the last three years: NIL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes if any in the accounting policies : NIL

 

Segment wise information: Not Applicable since the company

is engaged only in one segment, namely plantations.

Audit Qualification if any with Management reply : NIL

 

Details of outstanding litigations, if any:

 

The Honourable High Court of Kerala had passed a decree in A.S- 214 / 80 ordering the company to surrender to the Government of Kerala, possession of around 500 acres of land along with cost and mesne profit from the trees cut. This matter is pending adjudication both before the Sub Court, Calicut as well as before the Honourable High Court of Kerala. However,the above referred land has been abandoned for the past several decades and has not derived any agricultural income from the said lands. As such the surrender of the above land will not affect the future profitability of the Company.

 

 

Changes in Auditors if any during the last three years: Yes. Changes in Auditors in the AGM held on 3^rd September 2004. M/s. Suri & Company, Chartered Accountants, Calicut were the Auditors of the Company from the year 1996–97 to 2003-2004. Since they tendered their resignation, at the AGM held on 3^rd September 2004, M/s.B.R.G. Associates, Chartered Accountants Calicut were appointed as the statutory Auditors, and they are still continuing.

 

X) OTHER REGULATORY AND STATUTORY INFORMATION:

 

1) AUTHORITY FOR THE ISSUE

 

The present right issue is pursuant to the resolution passed by the shareholders of the Company at the Extra Ordinary General Meeting held on 08-01-2007.

 

2) BASIS OF THE ISSUE

 

The equity shares of Rs 10/- each for cash at a premium of Rs 15 Per share are being offered on a right basis in the ratio of 3 (Three) Equity shares for one equity shares held to those equity shareholders whose names appear on the Register of member of the company at the close of business hours on…….. being the Record Date fixed by the Board of the Company in consultation with the MSE.

 

3) PROHIBITION BY SEBI

 

The Company, its subsidiaries, the directors, its promoters, other companies/entities promoted by the promoter and companies /entities with which the Company’s Directors are associated as the Directors have not been prohibited from accessing /operating in the capital markets under any order or direction passed by SEBI. None of the Company’s Directors or the persons in control of the company has been prohibited from accessing the capital markets under any order or direction passed by SEBI.

 

 

4) ELIGIBILITY OF THE COMPANY TO COME OUT WITH THE ISSUE

 

The Company’s shares are listed on the MSE. This issue, being a rights issue is exempt from the eligibility norms in terms of clause 2.4.1(iv) of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and amendments there to.

 

Statutory declaration:

(i)                  The Issuer company accept full responsibility for the accuracy of the information given in this letter of Offer and confirms that to the best of its knowledge and belief, there are no other facts, the omission of which makes any statement in this letter of offer misleading and further confirm that they have made all reasonable inquiries to ascertain such facts. The issuer further declares that the stock exchange to which an application for listing has been made do not take any responsibility for the financial soundness of this offer or for the price at which the equity shares are offered, or for the correctness of the statements made or opinions expressed in this letter of offer.

(ii)    In the opinion of the Directors of the company, there are no circumstances that have arisen since the date of the last financial statement disclosed in the Letter of offer that materially or adversely affect or are likely to affect the performance or profitability of the company or value of its assets or its ability to pay its liabilities, with in the next twelve months.

(iii)   The funds received against the Rights Issue will be kept in a separate bank account and the company will not have any access to such funds unless it satisfies MSE with suitable documentary evidence that the minimum subscription of 90 percent of the Issue has been received by the company.

 

5) DISCLAIMER CLAUSE:

 

In terms of clause 1.4(i) of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, the present Rights issue of the company is not governed by the said Guidelines in view of the size of the issue being less than Rs 50 lakhs. However a copy of this Offer letter has been submitted to SEBI for perusal. It is to be distinctly understood that the submission of this letter of offer to SEBI should not, in any way, be deemed/ construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made, or for the correctness of any of the statements made or opinions expressed in the letter of offer.

 

Since the size of the Rights Issue is less than Rs 50 Lakhs, the company is also not required to appoint a Lead manger, nor is it required to submit a Due Diligence Certificate of the Lead Manger to SEBI. Therefore, the issuer company is primarily responsible for the correctness, accuracy and adequacy of all the disclosures, statements and information furnished in this Letter of offer.

 

All the Directors of the company declare and confirm that no information / material likely to have a bearing on the decision of investor in respect of the shares in terms of this letter of offer has been suppressed/ withheld

and/or incorporated in the manner that would amount to misstatement / misrepresentation and that in the event of its transpiring at any point of time, allotment/ refund as the case may be, that any information/ material has been suppressed/ withheld and /or amounts to a mis-statement/ mis-representation, the promoters/ directors undertakes to refund the entire application monies to all subscribers with in 7 days thereafter without prejudice to the provisions of Section 63 of the Companies Act,1956

 

6) CAUTION:

 

The Company accepts no responsibility for any statements made otherwise than in the Letter of offer or in the advertisement or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his own risk.

 

All information as required by the Act shall be made available by the company to the shareholders, and no selective or additional information would be made available for a section of the shareholders or investors in any manner whatsoever.

 

The company will keep the shareholders informed of any material changes till the listing and trading commencement.

 

 

7) DISCLAIMER CLAUSE OF M S E

 

“The Madras Stock Exchange Limited, Chennai “( “the Exchange”) vide its letter no: MSE/DS/LD/738/225/07 dated March 30, 2007 has given permission to this company to use the Exchange’s name in this offer Document on which this company’s securities are proposed to be listed. The Exchange has scrutinized this offer Document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this company.

 

The Madras Stock Exchange Limited does not in any manner-

                                                                   i.      Warrant, Certify or endorse the correctness or completeness of any of the contents of this offer document, or

                                                                 ii.      Warrant that the Company’s securities will be listed or will continue to be listed on the The Madras Stock Exchange, or

                                                                iii.      Take any responsibility for the financial or other soundness of this company, its promoters, its Management or any scheme or any project of the Company.

 

It should not, for any reason, be deemed or construed that this offer document has been cleared or approved by the Exchange. Every person who desires to apply for or other wise acquires any securities of the Company may do so pursuant to independent enquiry, investigation and analysis and shall not make any claim against the M S E whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason what so ever.

 

 

 

 

 

8) DISCLAIMER IN RESPECT OF JURISDICTION

 

This right issue is made in India subject to Indian Laws. Any disputes arising out of this offer will be subject to Jurisdiction of appropriate Court(s) in Calicut Only.

 

9) LISTING

 

The Company’s existing Equity Shares are listed on MSE. The Company has paid current Annual Filing Fees to MSE. The Company has submitted an application for listing of the Shares under Right issue with MSE. In case the permission to deal of the Equity Shares now being offered through the letter of offer is not granted by MSE, the Company shall forthwith repay without interest all monies received from the applicants in pursuance of the letter of offer and if any such money is not repaid within 8 days after the Company is liable to repay (ie 42 days from the closure of the issue), the Company will pay Interest as prescribed under Sec 73 (2) (2A) of the Companies Act 1956.

 

Consequent to right issue and if the promoters of the Company subscribed to the unsubscribed portion of the right offer, the non promoter holding will not fall below the minimum requirement stipulated under clause 40A of the listing agreement.

 

The Company has complied with the provisions of listing agreement more particularly Corporate Governance.

 

 

10) DENOMINATION OF SHARES

 

The present denomination of the Equity Shares of the Company is Rs. 10/- and the Company undertakes that at any given time there will be only one denomination for the Equity Shares of the Company.

 

11) ISSUE EXPENSES :

a)Printing & Stationery Rs.25000/-

b)Deposit with MSE Rs.42000/-

c)Bank Collection charges Rs.42000/-

d)Professional and Consultation fee Rs.50000/-

e)Travel and Other Expenses Rs.41000/-

Total Rs.200000/-.

 

12) STOCK MARKET DATA:

There has not been any transaction of Shares through Stock exchange for the last 7 years.

 

 

 

 

 

 

 

 

 

13) PROCEDURES FOR HANDLING INVESTOR’S COMPLIANTS AND

GRIEVANCE.

 

The Company has appointed Mr.V.I.THOMAS, Manager(Accounts) as the Compliance Officer. He will also look after Investor’s Complaints and Grievances.

 

 

14) SUBSCRIPTION BY THE PROMOTERS

 

The promoters have confirmed their intention to subscribe to their rights entitlement in full and also retain the option of subscribing to additional shares beyond their entitlement. The promoters will comply with the provisions of SEBI (Substantial Acquisition of shares and take over) Regulations, 1997 in regard to the acquisition of such additional shares.

 

Acquisition of additional securities by one or more promoters shall be exempt from making an open offer in terms of proviso to Regulation 3(1)(b)(ii) of the SEBI (Substantial Acquisition of shares and take over) Regulations, 1997,since this acquisition will not result in change of control of the Management of the Company.

 

The present issue is not underwritten, However some of the promoters intend to subscribe to additional shares beyond their entitlement if the issue is under-subscribed, so as to make the issue fully subscribed. The acquisition of additional securities by the promoters in such an event shall be exempt from making an open offer in terms of proviso to regulation 3(1)(b)(ii) of the SEBI (Substantial Acquisition of shares and take over) Regulations, 1997. Further this acquisition will not result in change of control of the management of the company. The promoter group undertakes that in case the subscription by the promoter group to the unsubscribed portion results in the public share holding falling below the “permissible minimum level” on the basis of which the shares of the Company continue to be listed then the promoter group shall ensure that the Public Share holding is raised to the permissible level as per SEBI norms.

 

The Company undertakes that there shall be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or public issue or in any other manner during the period commencing from the submission of the LoO to SEBI/ Stock Exchange till the securities referred in the LoO have been listed or application monies refunded on account of failure of the issue.

 

There are no bridge loans or any other financial arrangements made for incurring expenditure on the project, which will be repaid out of the proceeds of the current issue.

 

The number of equity share holders of the Company as on 8/1/2007 was 251

 

 

 

 

15) TERMS OF THE PRESENT ISSUE

 

The equity shares now being issued are subject to the terms and conditions of this LoO, the enclosed CAF the Memorandum And Articles of Association, the Government approvals, the provisions of the Companies Act, 1956, guidelines issued by SEBI, listing agreements with the MSE and such other notifications and regulations as may be issued by statutory authorities in this regard, from time to time. However, it may be noted that since the size of the present issue is less than Rs 50 lakhs, SEBI (Disclosure and Investor Protection Guidelines) 2000 does not apply to this issue, nor this offer document has been vetted by SEBI

 

16) RIGHTS ENTITLEMENT

As your name appears in the Register of Members as an equity shareholder on the Record date i.e……………. you are entitled to this rights offer. The number of equity shares to which you are entitled is shown in part A of the enclosed CAF on the basis mentioned above.

 

17) PRINCIPAL TERMS OF THE OFFER

 

The equity shares now being offered are subject to the terms of this LoO, the CAF, the Memorandum and Articles of the Company, Approvals under the foreign direct investment Scheme of Government of India, FEMA, if applicable guidelines issued by SEBI, the Act, the guidelines, notifications and regulations for the issue of capital and for the listing of securities issued by the Government, RBI and/or other statutory authorities and bodies from time to time and such terms and conditions as may be incorporated in the Letter of allotment/share Certificate or any deed or document executed by the company regarding the rights issue. The principal terms and conditions of the Offer are as follows.

 

Present Issue: The present issue of equity shares of Rs.10 each for cash at a premium of Rs.15 per share are being offered on rights basis in the ratio of 3 equity shares for every one equity share held in the Company in terms of the LoO.

 

i.         Face Value: Each equity share shall have the face value of Rs.10/-

ii.       Issue Price: Each equity share is being offered at Rs.25 per Share (including premium of Rs.15/-)

iii.      Terms of Payment:

 

Entire amount of Rs.25/- per equity share will be payable on application. Payment should be made in cash or by cheque /Demand Draft on any Bank (including a Co-operative bank) which is situated at and is a member or sub-member of the banker’s clearing house located at the

center where application is accepted. A separate cheque / draft must accompany each application form. Out station cheques / draft will not be accepted and application(s) accompanied by such cheques / draft will be rejected.

 

 

 

 

iv.           Listing: The equity shares allotted pursuant to the Rights Issue are proposed to be listed on the MSE.

v.             Ranking of equity shares: The equity shares allotted pursuant to this LoO shall rank pari-passu in all respects with the existing equity shares of the Company including in respect of dividend, if any, declared by the Company for the financial year, in which these equity shares are allotted.

vi.           Rights of the Equity shareholders

The holders of the equity shares arising out of the present issue shall be entitled to the following Rights:

a.       Right to receive dividend, if declared:

b.      Right to attend General meeting and exercise voting rights, unless prohibited by laws; and

c.       Right to vote either personally or through proxy.

Note: Only the registered equity share holders or in case of joint holders, the one whose name appears first in the register of equity share holders shall be entitled to the above mentioned rights. The shares issued in the Rights Issue shall be pari-passu with the existing shares in all respects.

d.      The equity shares shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as applicable to the existing equity shares of the company. The provisions related to the transfer and transmission and other related matter in respect of the shares of the Company contained in the Articles and Act shall apply mutates mutandis to these equity shares also.

e.       Only the registered equity share holders or in the case of joint –holders, those shareholders whose name(s) appear first in the Register of Equity share holders shall be entitled to vote in respect of such equity shares, either in person or through proxy, at any meeting of the concerned equity share holders and every such holder shall be entitled to one vote on show of hands and on a pole, his/her voting right shall be in proportion to the paid up value of the equity shares held by him/her on every resolution placed before such meetings of the equity share holders. The quorum for such meeting shall be at least 5 equity shareholders present in person.

f.        Save as otherwise provided in this LoO, the provisions contained in Annexure C and /or Annexure D to the Company’s (Central Government’s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the equity shareholders, in relation to matters not otherwise provided for in terms of the issue of the equity share.

g.       The equity share holders will be entitled to their equity share free from encumbrances and/or cross claims by the Company against the original or any intermediate holders thereof

 

 

 

 

 

18) Acceptance of Offer

 

You may accept and apply for the equity shares hereby offered to you wholly or in part by filling Part A of the enclosed CAF and submit the same along with the application money to the Bankers to the Issue,namely, The Federal Bank Ltd. S M Street Branch , Calicut or to any of their designated branches mentioned on the reverse of the CAF before the close of business hours on --------------------2007. The Board or Committee of the Directors authorized in this behalf by the Board of Directors will have the power to extend the last date for receipt and acceptance of the CAF for such period as it may deem fit but in no case will the Offer for subscribing to the Issue be kept open for more than 60(sixty) days.

 

If for any reason whatsoever, CAF together with the amount payable is not received by the Bankers to the Issue or by any of their designated branches as mentioned on the reverse of the CAF on or before the close of the business hours on -----2007 or such extended date as may be determined by the Board or Committee of Directors authorized in this behalf by the Board of Directors, the Offer contained in the LoO shall be deemed to have been declined.

 

The Company will not be liable for any postal delays and any application received by mail after closure of the Issue date will be returned to the applicants. The date of mailing by the applicant will not be the criteria for acceptance.

 

Applicants in centers not covered by the branches of collecting banks can send their CAF along with the cheque/demand draft drawn on a local bank at Calicut (net of demand draft and postal charges) payable at Calicut at the following address by Registered Post.

 

The Cottanad Plantations Limited, Corporate Office,

P.O.Box No. 1117,Beach Road,

Calicut- 673 032, Kerala State.

 

19):Additional Equity shares.

 

You are also eligible to apply for additional equity shares over and above the number of equity shares offered to you provided you have applied for all the equity shares offered to you without renouncing them in whole or part in favour of any other person(s). In case of non-resident shareholders, the allotment of equity shares shall be subjects to the approval of the Reserve Bank of India, if any.

 

The application for additional equity shares shall be considered and allotment shall be made at the absolute discretion of the Board or Committee of Directors authorized in this behalf by the Board having the power to reject any such application for additional equity shares without assigning any reasons and in the event of over subscription the allotment will be subject to the clause mentioned under ‘Basis of allotment’ and shall be made in consultation with the Madras Stock Exchange. The allotment of additional equity shares will be made as far as possible on an equitable basis with reference to the number of equity shares held by you on the Record date.

 

If you desire to apply for additional equity shares, please indicate your requirement by filling in the number of additional equity shares in Block IV of Part A of the enclosed CAF.

 

 

 

 

20) Renunciation

 

As an equity shareholder you have the right to renounce your entitlement to the Rights shares, wholly or in part in favour of any other person(s) subject to the approval of the Board. Such renouncees can only be Indian Nationals (including minor through their natural/legal guardian), Limited Companies incorporated under/governed by the Companies Act 1956. Statutory Corporations/Institutions, Trust (registered under the Indian Trust Act, 1882), Societies (registered under the Societies Registration Act, 1860 or any other applicable laws) and provided that such Trust/Society is authorized under its constitution/rules/bye-laws to hold equity shares in a Company and cannot be a Partnership Firm, HUF and more than 3 persons including joint holders or Foreign nationals or nominee of any of them (unless approved by RBI or the relevant authorities) any other persons not approved by the Board.

 

Any renunciation from a Resident share holder(s) to Non Resident share holder(s) or from Non Resident share holder(s) to Resident share holder(s) or Non resident Indians is subject to the renouncer(s) or renouncee(s) obtaining the necessary permission of RBI, if applicable, and the same shall be attached to the CAF.

 

A request for the allotment of the equity shares by the renouncee(s) in whose favour renunciation has been exercised shall be subject to the condition that the Board or Committee of directors of the Company authorized in this behalf by the Board shall have absolute discretion to reject such request for allotment, without assigning any reasons thereof.

 

21) Renouncee(s) are not eligible to apply for additional shares.

 

Part A of the CAF must not be used by any person(s) other than those in whose favour this Offer has been made. If used, this will render the application invalid. Submission of the enclosed CAF to Bankers to the Issue, The Federal Bank Ltd., S.M.STREET Branch,Calicut, at their Collection Centers specified on the reverse of the CAF with the Form of Renunciation (Part B of the CAF) duly filled in, shall be conclusive evidence in favour of the Company, of the person(s) applying for the equity shares in part C to receive allotment of such equity shares. Part A must not be used by the renounces(s), as this will render the application invalid.

 

Renouncees will have no further rights to renounce any equity shares in favour of any other person.

 

1. To renounce in whole: If you wish to renounce this Offer in whole, please complete Part B of the CAF. In case of joint holdings all joint holders must sign this part of CAF in the same order as per the specimen signatures recorded with the Company. The renouncee ie. The person, in whose favour this Offer has been renounced, should complete and sign Part C of the CAF. In case of joint renounces all joint renounces must sign this part of CAF.

 

1. To renounce in part: If you wish to accept this Offer in part and renounce the balance or renounce the entire Offer in favour of one or more renounces, the CAF must first be split by applying to the company at the address given above. Please indicate your requirement for the split forms in the space provided for this purpose in Part D of the CAF and return the entire CAF to the Company at the address given above, so as to reach on or before -------------- 2007. On receipt of the required number of split forms

 

from the Company, the procedures as mentioned in the para(s) above should be followed.

1. Change and/or introduction of additional holders: If you wish to apply for equity shares jointly with any other person(s) (up to 2), who is/are not already joint holders with the applicant, it would amount to renunciation. Even a change in the sequence of the joint holders shall amount to renunciation and the procedure for renunciation as stated above would apply viz. Parts B and C of the CAF will have to be filled in.

 

1. Renouncee(s): The persons(s) in whose favour the equity shares are renounced should fill in and sign part C of the CAF and submit the same to the bankers to the issue, The Federal Bank Ltd., S.M.STREET Branch,Calicut before the closing date along with the application money.

 

22): Split Forms

 

·        Split forms cannot be re-split

·        Only the person to whom the offer is made and not the renouncee(s) shall be entitled to obtain split forms:

·        Request for split forms should be sent to Corporate Office of the Company, not latter than ………2007 by filing in part D of the CAF

·        The Company shall process the requests for split forms and issue the split forms immediately on the receipt of request for split

 

23) FEW REASONS FOR TECHNICAL REJECTION

 

1. If the signature is not matching with the signatures already registered with the company
2. In case of joint holders, if the signatures are not made in the same order as registered with the company
3. If cash above Rs. 20,000/- is remitted toward share application money
4. PAN/GIR No. is not mentioned if the value of the application is more than Rs. 50,000/-
5. Amount paid does not tally with the amount payable for
6. Bank account details are not given
7. Applications not duly signed by sole/joint applicants

 

24) HOW TO APPLY

The enclosed CAF for equity shares should be completed in all respects before submission to the bankers to the issue or their designated branches as they appear in the CAF. The forms of the CAF should not be detached under any circumstances other wise the application is liable to be rejected.

 

Availability of duplicate CAF

 

Duplicate CAF will be available from the Head Office of the Company as given below.

 

THE COTTANAD PLANTATIONS LIMITED

P.O.Box. No. 1117, Beach Road, Calicut – 673032

 

 

In case the original CAF is not received or is misplaced, the Company may issue duplicate on the request of the applicant and subject to such terms and conditions as may be decided by the Board from time to time in conformity with the Companies Act, 1956

 

Attention of the shareholders is drawn to the fact that the shareholders making applications otherwise than on the CAF shall not be entitled to renounce their rights and should not utilize CAF for any purpose including renunciation even if it is received subsequently. In case both the original and duplicate CAF are lodged or if any shareholder violates any of these requirements, the Company will have the absolute right to reject any one or both the application and refund the application money received. However, the Company is not liable to pay any interest whatsoever on amount refunded.

 

 

25) PROCEDURE FOR APPLICATION ON PLAIN PAPER

Eligibility: Only those applicants who have not received the CAF/ duplicate CAF are eligible to apply in Plain paper. The applicants in plain paper are not entitled to renounce their right shares. If a person makes application both in CAF and in plain paper, such application is liable to be rejected.

 

• Name in full (including names of joint-holders in the same order as the records of the company)
• Address of Sole/First Holder
• Registered folio No.
• Number of shares held on the Record date i.e………..
• Distinctive Numbers & Share Certificate Numbers.
• Number of equity shares to which entitled
• Number of additional equity shares applied for, if any
• Total number of equity shares applied for and total amount paid on application
• Particulars of cheque/Demand Draft
• Permanent Account Number /GIR No. and Income Tax Circle /Ward /District in case applications for equity shares for value of Rs. 50,000/- or more for the applicant and for each applicant in case of joint names
• Bank account No. And Name of Bank and branch for refund purposes
• In case of non-resident share holders the details of the NRE/FCNR/NRO account along with the name and address of the bank and branch
• Such applicants should send the application signed by the all holders of the shares in the same sequence and order as they appear in the Register of Members of the Company by Registered post along with Cheques/Demand Drafts net of demand draft and postal charges payable at Calicut only to the Corporate Office of the Company at “P. O .Box No. 1117, BEACH ROAD, CALICUT- 673 032, KERAL STATE” to reach on or before the last date for submission of the CAF. The Company shall not be responsible for any postal delay or loss in transit.
• If a holder has applied both in original CAF and White Paper, the applications shall be rejected.

 

 

 

 

 

26) PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY

 

1.      Subject to the other provisions of the act and these presents, the board may at their discretion, allot and issue any new shares or debentures in payment of part payment for any lands, buildings or other assets or properties purchase or acquired by the company, or any goods or machineries supplied or as remuneration for any work done or services rendered to the Company. Any such shares may be so issued and allotted credited as fully paid up shares.

2.      an application signed by or on behalf of an applicant for shares in the company followed by an allotment of any share therein, shall be an acceptance of the concerned shares within the meaning of these articles.

3.      Shares or debentures may not be registered in the name of a partnership firm, but may be registered in the name of any partner of a firm or any agent duly authorized to sign on behalf of the firm.

 

 

4.      Shares or debentures may be registered jointly in the names of two or more persons not in partnership.

 

5.      Every member, or his executors or administrators, or other representatives, shall paid to the company the portion of capital represented by his share or shares , which may for the time being remain unpaid thereon, in such amounts, at such time or times and in such manner as the board shall from time to time require or f ix.

6.      Joint holders of any share(s) or debenture(s) shall be jointly as well as several liable for the payment of all amounts, instalments and calls in respect of such shares or debentures and for all incidents there of; provided that the persons first named in the Register shall, as regards voting at meeting, service of notices and all other matters herein provided, be deemed to be the sole holder thereof.

7.      In case of death of any one or more of the joint holders of any shares or debentures, the survivor or survivors shall be the only person or persons recognized by the company as having any title to or interest in such shares or debentures.

8.      Save as herein otherwise expressly provided the company shall be entitled to treat the registered holder of any share or debenture as the absolute owner thereof, and shall not, except as ordered by a court of competent jurisdiction, or as by statute required, be bound to recognize any trusts or equitable, contingent, future, partial or any other claims to or interest in, such share or debenture, and no notice of any trust, expressed , implied or constructive , shall be entered on the register or otherwise recognized by the company or board for any purposes.

 

 

 

 

MODE OF PAYMENT- SECTION 269SS OF THE INCOME TAX ACT 1961

 

THE CHEQUE/DEMAND DRAFT SHOULD BE DRAWN IN FAVOUR OF

“THE COTTANAD PLANTATIONS LIMITED - RIGHTS ISSUE” PAYABLE AT CALICUT .

 

Having regard to the provisions of Section 269SS of the Income Tax Act, 1961, payment against application should not be made in cash if the amount payable is Rs. 20,000/- or more. In case the payment is made in the contravention of this, the application is liable to be rejected and the amount will be returned without interest.

 

 

27 (1) RESIDENT SHAREHOLDERS

 

a.       Payment should be made in cash or by cheque or by bank draft. Money orders/postal orders /outstation/post-dated cheques or outstation demand draft will not be accepted. Only one mode of payment should be used per CAF.

b.      Cheques or bank draft should be drawn on any bank (including a co. operative bank) which is situated at and is a member or sub-member of the bankers clearing house located at particular place(s) where the applications are submitted and which is participating in the clearing at the time of submission.

c.       All cheques/bank drafts must be made payable to the bankers to the issue mentioned in the CAF marked “ Name of the Bank-“The Cottanad Plantations Rights Issue” and crossed “A/C payee only.”

d.      A separate cheque or bank draft must accompany each application form.

e.       All application forms duly completed together with cash/cheque/demand draft for the amount payable on application at Rs 25/- per Equity share must be submitted before the close of the subscription list to the bankers to the issue named herein or to any of their branches mentioned on the reverse of the CAF and NOT to the Company.

 

However, only the plain paper application and application by post (in case there is no branch of the issuing bank to the place of submitting the application) may be submitted to the Company. Applicants should indicate the folio number and CAF number on the reverse of the cheque/demand draft through which the payment is made.

 

f.        No receipt will be issued for the application money. However, the bankers to the issue and/or their branches receiving the applications will acknowledge receipt of the application by stamping and returning to the applicant the acknowledgement slip at the bottom of each CAF.

 

g.       Where an application is for allotment of equity shares for a total value of Rs. 50,000/- or more i.e the total number of the equity shares applied for multiplied by the issue price is Rs. 50,000/- or more, the applicant or in the case of applications in joint names, each of the

 

applicants should mention his/her permanent account number allotted under the Income Tax Act, 1961 or where the same has not been allotted the GIR No. and the income tax circle/ward district. In case where neither the permanent account number nor the GIR No has been allotted, the fact of non allotment should be mentioned in the application forms without which this information will be considered incomplete and the applications are liable to be rejected.

 

h.       The applicant should provide the information in the CAF as to his/her savings / current account number and the name of the bank with whom such account is held, in the space provided for the said purposes, to enable the Company to print the said details on the refund orders, if any after the name of the applicants. This has been made mandatory and applications not containing such details are liable to be rejected.

i.         Applicants in centers not covered by the branches of collecting banks can send their CAF along with the demand Draft net of demand draft and postal charges payable at Kozhikode to the Company by Registered Post.

j.        For further instruction the investors are requested to read the CAF carefully while applying for the equity shares.

 

2) NON-RESIDENT SHARE HOLDERS

 

Mode of Payment by NRI’S

Payments by Non-Resident Shareholders will be accepted by Indian Rupee Drafts purchased abroad or cheques/drafts drawn on Non-Resident External Account (NRE Account) or Foreign Currency Non-Resident Account (FCNR Account)maintained anywhere in India but payable at Calicut or by Telegraphic Transfer in favour of the collecting Bankers by the concerned shareholders.However in case shares are held on a non-repatriable basis, payment may also be made by cheques/draft drawn on Non-Resident Ordinary Account (NRO A/c) maintained anywhere in India but payable at Calicut. Such cheques/drafts should be drawn in favour of “ The Federal Bank Limited C/A NO 444- The Cottanad Plantations Ltd RIGHTS ISSUE-NRI/FII”payable at Calicut, India and shall be crossed A/c.Payee Only.Bankers Certificate regarding source of payment must be submitted with the CAF wherever necessary. The CAF along with cheques/drafts should be deposited with any of the branches of the Bankers to the Issue nominated for this purpose. The certificate of inward remittance, if any, must only sent to the Corporate Office of the Company at “P. O .Box No. 1117, BEACH ROAD, CALICUT- 673 032, KERAL STATE quoting the details of folio no. and the name and address of the branch of the Bankers to the issue where CAF has been deposited before the closure of the issue.

 

 

Applications received from non resident Indians/ persons of Indian origin resident abroad, for allotment of equity shares shall be inter alia, subject to the conditions imposed form time to time by the Reserve Bank of India, if any under the FEMA on the matter of refund of application moneys, allotment of equity shares, issue of letters of allotment/ share certificate(s), payment of interest, dividends etc.

 

General permission has been granted to any person resident outside India to purchase shares offered on rights basis by an Indian company in terms of FEMA

 

The company does not have any NRI shareholder and therefore, no shares are being offered to NRIs.

 

28) JOINT APPLICATIONS

 

An application may be made in single name or jointly with any other persons (up to 2). In the case of a joint applications refund orders (if any) and interest/ dividend warrants etc will be made out in favour of the first applicant and all communications will be addressed to the applicant whose name appears first and at his/her address stated in the CAF

 

29) NOMINATION FACILITY

 

In terms of Section 109 A of the Companies Act, nomination facility is available in case of equity shares. The applicant can nominate any person by filling the relevant details in the CAF in the space provided for this purpose.

 

30) APPLICATION UNDER POWER OF ATTORNEY:

 

In case of applications under power of Attorney or by a Limited Company or Body Corporate or Registered Society or Mutual Fund or Trusts, the relevant power of Attorney or the relevant Resolution or authority to make the application, as the case may be, together with the Certified copy of the Memorandum and Articles of Association and / or Bye- Laws, as the case may be, shall be attached to the CAF or lodged separately quoting the serial number of the CAF and the Bank’s Branch where the application has been submitted or at the Corporate office of the company or any of the designated branches as mentioned on the Reverse of the CAF, failing which the applications are liable to be rejected. Such authority received after the closure of the offer may not be considered.

 

31) BASIS OF ALLOTMENT;

 

The basis of allotment shall be finalized by the Board of the company or Committee of the Board authorized in this behalf by the Board of Directors of the Company. The Board or Committee of the Board may proceed to allot the equity shares in consultation with MSE in the following order of priority.

 

 

(i) Full allotment to the equity shareholders who have applied for their entitlement either in full or in part and also to the renouncee(s) who have applied for equity shares renounced in their favour either in full or in part (subject to other provisions contained under the paragraph titled “Renunciation”)

 

(ii)                Allotment to the equity shareholders who having applied for all the shares offered to them as rights and have also applied for additional equity shares. The allotment of such Additional shares will be made on an equitable basis with reference to number of Equity Shares held by those Shareholders on the Record Date within the overall size of the Right Issue in consultation with the Designated Stock Exchange.

(iii)               Allotment to any other person as the Board may in its absolute discretion deem fit provided there is a surplus available after making full allotment under (i) and (ii) above.

(iv)              The company shall not retain any over subscription.

 

(v)                If the issue is still under-subscribed after allotment as per (i), and (ii) above, the entire under-subscribed portion will be subscribed by the promoters / promoters group in compliance with Clause 40 A of the Listing Agreement.

.

The allotment to the Renouncee(s) in whose favour the renunciation has been exercised shall be subject to the condition that the Board of the company or Committee of Directors shall have the authority to reject such request with out assigning any reason thereof. In the event of over subscription, the allotment shall be made only with in the overall size of the Rights Issue.

 

32) UNDERSUBSCRIBED EQUITY SHARES:

 

The undersubscribed portion, if any, of the equity shares offered to the shareholders after considering the application for Rights/ Renunciation and additional shares as above, shall be disposed by the Board / Committee of the Board of the company at their full discretion and absolute authority, in such manner as they think most beneficial to the company and the decision of the Board/Committee as the case may be in this regard shall be final and binding. The Promoters/ Promoters Group has indicated that in the event of under subscription, the entire under subscribed portion of the present Rights issue shall be subscribed by them. Such subscription/ allotment will be in accordance with the SEBI (Substantial acquisition of shares and Take Over) Regulations 1997. Such allotment will not result in change in the management of the Company.

 

33) DISPOSAL OF APPLICATIONS AND APPLICATION MONEY:

 

                                                                                                         i.      The Board of Directors or the Committee of directors authorized in this behalf by the Board reserves its full unqualified and absolute right to accept or reject any application in whole or in part in consultation with MSE without assigning any reason thereof. If any application is rejected in full the entire application money will be refunded to the applicant in accordance with the provisions of Section 73 of the Companies Act, 1956. Where the applicant is allotted in part, the balance of the application money, will be refunded to the applicant in accordance with the provisions of Section 73 of the Companies Act, 1956.

 

                                                                                                       ii.      Refund cheques/ pay orders to non- allottees, ie those who had applied for more than the eligible limit or where the applications have been rejected or partially allotted, above the value of Rs 1500/- or more and letters of allotment/ share Certificate(s) together with refund cheque/ pay orders, if any, to the allottees will be sent by Registered Post at the applicant’s sole risk at his registered address within six weeks of closure of subscription list. Refund cheques/ pay orders up to Rs 1500/- will be sent under Postal certificate at the applicant’s sole risk at his registered address.

                                                                                                      iii.      Refund will be made by cheques/ pay orders drawn on the Refund Bankers and bank charges, if any, for encashing such cheques/ pay orders will be payable by the applicant. Such cheques or pay orders will however be payable at par at the branches of the refund Bankers located at all places where applications are accepted or such places as may be approved by MSE.

                                                                                                     iv.      Allotment of equity shares and export of letters of allotment/ share certificate(s) (to NRI/OCB/Non-residents) would be subject to the approval of the Reserve bank of India under FEMA, if required.

 

 

34) INTEREST IN CASE OF DELAY ON ALLOTMENT/ DESPATCH:

 

The Company will issue and dispatch Letter(s) of allotment/ Share certificate(s) and /or Letter(s) of Regret along with Refund orders, if any, with in a period of 6 weeks from the date of closure of the subscription list. Such refund orders, in the form of MICR warrants/ cheque/ pay order, marked “Account Payee” would be drawn in the name of the sole/ first applicant and will be payable at par at all the centers where the applications were originally accepted. If such money is not repaid within 8 days from the day the company becomes liable to pay it, the company shall, as stipulated in Section 73(2)/(2A) of the Companies Act, 1956, pay that money with interest @ 15% p.a. Letter(s) of Allotment/ Refund Order(s) above the value of Rs 1500/- shall be dispatched by Registered Post to the sole/ first applicant’s address. However, refund order for value not exceeding Rs 1500/- shall be sent to the applicants under Certificate of Posting at the sole risk of the applicant at his address.

 

35) UNDERTAKING BY THE COMPANY:

 

The company undertakes that:

 

(i)                  The complaints received in respect of the issue shall be attended by the company expeditiously and satisfactorily

(ii)                All steps for completion of necessary formalities for listing and commencement of trading at MSE, wheresecurities are to be listed, are taken with in seven working days of finalization of basis of allotment.

(iii)               Certificates of securities/ refund orders of NRIs/ Non- Residents shall be dispatched with in the specified time subject to receipt of approval from RBI, if required.

(iv)              No further issue of shares shall be made till the shares offered through this LoO are listed or till application moneys are refunded on account of non-listing, under subscription etc

 

36) UTILISATION OF ISSUE PROCEEDS

 

(a)    All monies received out of theRight issue of shares to the Investors shall be transferred to a separate Bank Account other than the Bank account referred to in sub-section (3) of Section 73 of the Act

(b)   Details of all monies utilized out of the Issue shall be disclosed under an appropriate separate head in Balance Sheet of the company indicating the purpose for which such monies have been utilized.

(c)    Details of all unutilized monies out of the Issue shall be disclosed under an appropriate separate head in Balance Sheet of the company indicating the form in which such monies have been invested.

The funds received against this Rights Issue to be kept in a separate Bank Account and the company will not have any access to such funds unless it satisfies MSE with suitable documentary evidence that the minimum subscription of 90% of the issue has been received by the company.

 

37) ISSUE OF LETTERS OF ALLOTMENT:

 

In case the company issues Letter(s) of Allotment, the relative Share Certificate will be kept ready within 3 months from the date of allotment thereof or such extended time as may be approved by the Company Law Board, or under any other applicable provisions, if any. Allottees are requested to preserve the Letter(s) of allotment, which would be exchanged later for share certificate(s).

 

 

38) NO FURTHER ISSUE OF SECURITIES:

 

The company undertakes that there shall be no further issue of Capital by way of Bonus shares, preferential allotment, Rights Issue or Public Issue or in any other manner, during the period commencing from the submission of the LoO to MSE/ SEBI for Rights Issue till the securities referred to in the LoO have been listed or application moneys refunded on account of failure of issue.

 

 

 

 

 

 

39) GENERAL:

 

1.      Please read the instructions printed overleaf on the enclosed CAF carefully

 

2.      A CAF found incomplete with regard to any of the particulars required to be given therein, and/ or which is not completed in conformity with the terms of LoO are liable to be rejected and the money paid, if any, in respect thereof will be refunded with out interest and after deduction of Bank commission and other charges, if any.

 

3.      The CAF must be filled in English and the names of all applicants, details of occupation, address, father’s/ husband’s name etc shall be filled in block letters.

 

4.      For a total value of Rs 50,000 or more, (ie, the total number of securities applied for multiplied by the issue price, is Rs 50,000 or more) the applicant or in case the application is in Joint names, each of the applicants, should mention his/her PAN (Permanent Account Number) allotted under the Income Tax Act 1961 or where the same has not been allotted, the GIR number and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIN number has been allotted, the fact of non- allotment should be mentioned in the application forms. Application forms with out this information will be considered incomplete and will be liable to be rejected.

 

5.      Thumb impression and signature other than in English , Hindi or any other language specified in the 8^th Schedule to the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Magistrate under his/ her official seal

 

6. In case of applications under Power of Attorney or by a Limited Company or Body Corporate or Registered Society or Mutual Fund or Trusts, the relevant Power of Attorney or the relevant Resolution or authority to make the application, as the case may be, together with the Certified copy of the Memorandum and Articles of Association and / or Bye- Laws, as the case may be, shall be attached to the CAF or lodged separately quoting the serial number of the CAF and the Bank’s Branch where the application has been submitted or at the Corporate office of the company or any of the designated branches as mentioned on the Reverse of the CAF, failing which the applications are liable to be rejected. Such authority received after the closure of the offer may not be considered.

 

7. In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the specimen signature(s) recorded with the company. Further in case of joint applicants who are renouncees, the number of applicants should not exceed three.

 

8. In case of joint applicants, reference, if any will be made in the first applicant’s name and all communications will be addressed to the first applicant .

 

9.The shareholders must sign the CAF as per the specimen signatures recorded with the company.

 

10. All communication in connection with application for the equity shares, including any change in address of the Shareholders should be addressed to the Registered Office of the Company quoting the name of the first/ sole applicant shareholder, folio number and CAF number.

 

11. Split forms cannot be re-split.

 

12. Only the person or persons whom equity shares have been offered shall be entitled to obtain split forms. Renouncee(s) shall not be entitled to obtain split forms.

 

13. It is mandatory for the applicant to mention the applicant’s savings bank/ current account number and name of the bank with whom such account is held in the space provided in the CAF, to enable the company to print the said details in the Refund Orders after the name of the Payee. Such applications not containing the above details are liable to be rejected.

 

14. The CAF together with cheques/ demand drafts should be sent to the Bankers to the issue or any of their branches as listed in the CAF. Applicants residing at places other than cities of the Branches of the Bankers to the Issue will have to make payment by Demand draft payable at Calicut and should send their application forms to the Corporate Office of the Company at BEACH ROAD, CALICUT- 673032 by REGISTERED POST. If any portion (s) of CAF is/ are detached or separated such application is liable to be rejected.

 

15. Investors will not have facility of applying through Stock Invest instrument in this issue as RBI has withdrawn the Stock Invest Scheme vide notification no DBOD. No F.S.C. 8C. 42/24.47.001/2003-04 dated 05-11-2003.

 

40) LAST DATE FOR SUBMISSION OF CAF

 

The last date for receipt of the CAF by the Bankers to the Issue / company along with amount payable is --------. The Board will however, have the power to extend the same for such a period as it may determine from time to time, subject to the issue not remaining open for subscription for more than 60 days. If the CAFs together with the amount payable are not received by the Banker’s to the Issue/ company, on or before the close of the banking hours on -------, 2007, or such extended date as may be determined by the Board of Directors, the offer contained in this letter of offer shall be deemed to have been declined.

 

 

 

 

X1 a) TAX BENEFITS:

 

We have been informed that no tax benefit is available to the company or to the Investors in respect of the Investment in the present Rights issue

 

 

 

b) FINANCIAL PERFORMANCE OF THE COMPANY FOR THE LAST FIVE YEARS. ( In Rupees )

 

 

 

X11.POSITION WITH REGARD TO DUES:

 

The Company does not have any arrears in respect of any amount for refund on debentures, on account of fixed deposits, debenture interest, institutional dues and statutory dues. However, there is disputed statutory dues aggregating to Rs. 13,15,775/- as on 31-03-2006; as under:

 

Sl. No.	Nature of Dues	Asst. Year	Forum Where dispute is pending	Amount
1.	Agricultural Income Tax	1995-1996	Pending before the Inspecting Assistant Commissioner, U/s.42 of the AIT Act	6,42,116/-
2.	Agricultural Income Tax	1996-1997	Pending before the Kerala Agrl. Income-Tax Appellate Tribunal, Kozhikode Branch.	25,939/-
3.	Agricultural Income Tax	1999-2000	Pending before the Kerala Agrl. Income-Tax Appellate Tribunal, Kozhikode Branch	4,30,015/-
4.	Interest on Kerala General Sales-tax	1995-1996	Deputy Commissioner of the Commercial Taxes (Appeals)	84,878/-
5.	Interest on Kerala General Sales-tax	1980-1981 to 1985-1986	Pending before the Kerala Agricultural-Income-Tax Appellate-Tribunal, Kozhikode Bench	1,32,827/-
			TOTAL	13,15,775/-

 

 

The Company has been advised that it has fair chance of winning the above disputes

 

 

 

ACCEPTANCE OF SHARES IN DEMAT FORM

 

Since the Company has not kept the shares in Demat form, the shareholders do not have the option to accept the shares in Demat form.

 

 

X1II Material contracts and documents for Inspection:

 

The Company has not entered in to any contract, which may be deemed to be material pertaining to the present Rights Issue. However, the following documents may be inspected by any member of the company at the Registered Office of the company at IX/ 334, PUDUPADI PANCHAYAT, KERALA- 673586 from 10 AM to 4 PM on all working days from the date of this Letter of offer until the date of closure of the subscrption List.

(i)                  Memorandum and Articles of Association

(ii)                Certificate of Incorporation of the company

(iii)               Shareholders resolution passed at the Extraordinary General Meeting held on 08-1-2007 authorising the Rights Issue

(iv)              Meeting of the Board of Directors of the company held on 28/11/2006 authorising the Issue price, and entitlement ratio.

(v)                Consent of the Directors, Auditors, Bankers to the issue to include their names in the Letter of offer and to act in their respective capacities.

(vi)              Audited financial statements for the last 5 years.

(vii)             Application No 990 dated 27-3-2007 made to MSE for in-principle listing approval.

(viii)           In principle approval letter No MSE/DS/LD/738/225/07 dated 30-3-2007 from MSE for listing of shares of the company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

XIV

 

DECLARATION:

 

NO STATEMENT MADE IN THIS LETTER OF OFFER CONTRAVENES ANY OF THE PROVISIONS OF COMPANIES ACT, 1956 AND THE RULES MADE THEREUNDER. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE GUIDELINES, INSTRUCTIONS ETC ISSUED BY THE SEBI, GOVERNMENT AND ANY OTHER COMPETENT AUTHORITIES IN THIS BEHALF (TO THE EXTND APPLICABLE TO THE PRESENT ISSUE) HAVE BEEN DULY COMPLIED WITH

 

The Company accepts no responsibility for statements made otherwise than in the Letter of Offer or in the advertisement or any other material issued by or at the instance of the company and that any one placing reliance on any other source of information would be doing so at his own risk.

 

The directors of the issuer Company certify that all the disclosures in the Letter of Offer are true and correct.

 

Signed by The Managing Director M.P Cherian

 

 

Signed by the Directors

 

1) Dr. K.V Ahmed Bavappa

 

 

2) Mr. T. P Jolly

 

 

3) Mr. A. Kurian

 

 

4) Mr. M. C George

 

 

5) Mr. A. Sankar

 

6) Mrs. Meera Pothen

 

  

Place: Kozhikode

Date: 13-04-2007