Millennium Cybertech Limited

Aug 01, 2003

Takeovers : Other Documents

PUBLIC ANNOUNCEMENT

For the attention of the Shareholders of Millennium Cybertech Limited (MCL)

(Registered Office – Tagore Centre, 1^st Floor, Behind Dawa Bazar, 13-14, RNT Marg, Indore (M.P)-452001)

This public announcement is being issued by Aryaman Financial Services Limited, on behalf of M/s. Cornhill Trading Company Pvt. Ltd., Stardom Trading Company Pvt. Ltd., and RGV Productions Pvt. Ltd. (Acquirers) pursuant to Regulation 10 and 12 of Chapter III of and in compliance with the Securities & Exchange Board of India Substantial Acquisition of Shares and Takeovers (SAST) Regulations 1997 and subsequent amendments thereto (the "Regulations ").

The Offer

a. This offer is being made by M/s. Cornhill Trading Company Private Limited having its registered office at 91-B, Empire Building, Cumballa Hill, Kemps Corner, Mumbai- 400 036, M/s. Stardom Trading Company Pvt. Ltd. having its registered office at Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg, Four Bunglow, Andheri (West), Mumbai 400 053, and M/s. RGV Productions Pvt. Ltd. having its registered office at Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061 (Hereinafter referred to as ‘Acquirers’) to the equity shareholders of M/s. Millennium Cybertech Limited having their registered office at Tagore Centre, 1^st Floor, Behind Dawa Bazar, 13-14, RNT Marg, Indore (M.P)-452001 (hereinafter referred to as MCL/Target Company).

b. The details of the Acquirers and Persons Acting in Concert (PACs) are as given below:

Name

Relation with Acquirers

No. of Shares held in target company

% of total voting capital of the target company

Address

Net worth (Rs. in lacs)

M/s. Cornhill Trading Company Private Limited (CTC)

Acquirer

91-B, Empire Building, Cumballa Hill, Kemps Corner, Mumbai- 400 036

32.99

M/s. Stardom Trading Company Pvt. Ltd. (STC)

Acquirer

Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg, Four Bunglow, Andheri (West), Mumbai 400 053

0.89

M/s. RGV Productions Pvt. Ltd. (RGV)

Acquirer

Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061

0.53

PACs

Mr. P. Ram Gopal Varma

Director in the Acquirer Company (RGV)

Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061

26.23

Mr. P.Chandra Shekar

Director in the Acquirer Company (RGV)

Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061

3.75

Mr. Madhu Mantena

Director in the Acquirer Company (STC)

Flat no. G-1, Sea Side Building, J.P. Road, Versova, Andheri (West), Mumbai –61

2.10

Mr. Suman Varma

Director in the Acquirer Company (STC)

Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg, Four Bunglow, Andheri (West), Mumbai 400 053

1.30

Mr. V. Seetharaman

Director in the Acquirer Company (CTC)

B-4, Punarvasu, Din Dayal Road, Anand Nagar, Dombivali (West), Dist. Thane, Maharashtra – 421 202

2.65

Mr. Vijay Rank

Director in the Acquirer Company (CTC)

A-14 / 301, Suraj Co-operative Housing Society, C.S. Road, Anand Nagar, Dahisar (East), Mumbai – 400 068

1.51

c. The Acquirers have entered into the following agreements

Name of the Acquirers	Name of the vendor and Address	No. of shares of the target company	% of Equity Share Capital of Target Company	% of Voting Capital of Target Company	Agreement Date
M/s. Cornhill Trading Company Pvt. Ltd.	M/s. Fastrak Securities Pvt. Ltd. - Shalini Complex, Chotigwal Toli, Indore, M.P. M/s. Kukson Footcare Ltd. 101, Saket Nagar, Indore, M.P M/s. Design Finance Ltd. 8, Choti Gwaltoli, Indore, M.P. And Others.	135,000 1,60,000 2,50,000 4,08,500	2.70% 3.20% 5.00% 8.16%	4.75% 5.62% 8.79% 14.35%	July 28, 2003
M/s. Stardom Trading Company Pvt. Ltd.	M/s. Fastrak Securities Pvt. Ltd. Shalini Complex, Chotigwal Toli, Indore, M.P.	4,21,600	8.43	14.82	July 28, 2003
M/s. RGV Productions Pvt. Ltd.	M/s. Fastrak Securities Pvt. Ltd. Shalini Complex, Chotigwal Toli, Indore, M.P.	6,32,400	12.64	22.23	July 28, 2003
	Total	20,07,500	40.13	70.56

The agreements (“Acquisition Agreement”) dated July 28, 2003 are for purchase of fully paid up equity shares for cash at a price of Re.1 per share.

d. The mode of payment of the consideration for the shares acquired under the agreement is cash and the total consideration of Rs.20,07,500 shall be paid within 3 days of the date of the Public Announcement. The agreement dated July 28, 2003 contains a clause that it is subject to the provisions of SEBI (SAST) Regulations and in case of non-compliance with any of the provisions of the Regulations, the agreement for such sale shall not be acted upon by the Vendor or the Acquirers.

e. As on the date of the agreement, the Acquirers (including PACs) do not hold any shares in the Target Company.

f. The Acquirers are now making offer to the public shareholders of MCL to acquire further 5,69,000 equity shares representing 20% of the voting share capital at a price of Rs. 10.00 per share for fully paid up shares and Rs.2.50 per share for party paid up shares (the "Offer Price") payable in cash. An amount of Rs. 2.50/- per share has been paid up on the partly paid up shares. The partly paid-up shares do not carry any voting rights. The Offer is not subject to any minimum level of acceptance and the Acquirers will acquire all the equity shares of MCL that are tendered in valid form in accordance with the terms and conditions set out herein and in the Letter of Offer to be sent to the shareholders up to a maximum of 5,69,000 equity shares representing 20% of the voting capital of MCL.

g. The shares of the company are infrequently traded and listed on the stock exchanges at Mumbai, Madhya Pradesh and Calcutta. The number of shares traded on the Mumbai Stock Exchange during the preceding 6 calendar months prior to the date on which this public announcement is made, is less than 5 % of the voting capital of the company. During the same duration there was no trading on the Madhya Pradesh and Calcutta Stock Exchanges. The shares were last traded on the Stock Exchange at Mumbai on July 21, 2003 at Rs. 7.00 and the number of shares traded were 100. The offer price has been arrived at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into account the following:

i. The negotiated price under the agreement, which in this case is Re.1 per share for fully paid shares (Regulation 20(5)(a)).

ii. The Acquirers has not acquired any Equity shares of the target company during the 26 weeks prior to the date of the Public Announcement including by way of allotment in a public, rights or preferential issue. (Regulation 20(5)(b)).

iii. Other Parameters as on 31.03.2002 such as Book Value of Rs 6.74, EPS and Return on Net worth being NIL.

Information about the Acquirers –

i) M/s. Cornhill Trading Company Private Limited (CTC)

a. CTC was incorporated as a private limited company on December 20, 2002 under the Companies Act, 1956. The registered office of the Company is situated at 91-B, Empire Building, Cumballa Hill, Kemps Corner, Mumbai- 400 036.

b. The promoters of the company are Mr. V.Seetharaman, Mr. Vijay Rank and Mr. Ashok Pamani and the directors of the company are Mr. V. Seetharaman and Mr. Vijay Rank. The Company is not listed on any Stock Exchange.

c. The company is yet to commence its business. The main object of the company is trading and distribution business with the main activity of exporting and importing a wide range of goods and services.

d. As on July 04, 2003, the Authorized Share Capital of the Company was increased from Rs.20 lacs to Rs.40 lacs divided into 4,00,000 Equity Shares of Rs.10/- each vide an ordinary resolution. As on 4^th July 2003 the Paid-Up Share Capital of the company was Rs. 35 lacs divided into 3,50,000 equity shares of Rs.10 each. The book value per share is Rs. 9.43, earnings per share and return on networth being nil.

e. The net-worth of the company as on July 16, 2003 is Rs. 32.99 lacs. as certified by M/s. Tiwari Samani & Associates -Chartered Accountants, (membership no. of Mr. K.R. Tiwari – Partner is 43003), having their office at A/403, Navyug CHS Ltd. Aarey Road, Aarey Check Naka Signal, Goregaon (E), Mumbai – 400 063. Tel: 022 2879 3070 / 2867 1453. While calculating the networth figure no Profit / Loss for operations during any period has been included as the company is in its first year of business.

ii). M/s. Stardom Trading Company Private Ltd. (STC)

a. STC was incorporated as a private limited company on October 4^th, 2002 under the Companies Act, 1956. The registered office of the Company is situated at Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg, Four Bunglow, Andheri (West), Mumbai 400 053

b. The promoters and directors of the company are Mr. Madhu Mantena and Mr. Suman Varma. The Company is not listed on any Stock Exchange.

d. As on April 23, 2003, the Authorized Share Capital of the Company has been increased from Rs.1 lacs to Rs.10 lacs divided into 1,00,000 Equity Shares of Rs.10/- each vide an ordinary resolution passed at the EOGM. As per the certified results of the company on 29^th April 2003, the paid up share capital of the company is Rs.1 lac divided into 10,000 Equity shares of Rs.10/- each. The book value per share was Rs. 8.95, earnings per share and return on networth being nil.

e. The networth of the company as on April 29, 2003 is Rs.0.89 lacs as certified by M/s. Singrodia Goyal & Co. -Chartered Accountants, (membership no. of Mr. Manoj Singrodia – Partner is 45466), having their office at Ashirwad Building, 2^nd Floor, S.N. Road, Near Andheri Station, Andheri (E), Mumbai – 400 069, Tel: 022 2683 8220 / 2684 0378 Fax: 022 2683 7388. While calculating the networth figure the Profit / Loss for operations during any period has not been included as the company is in its first year of business.

iii). M/s. RGV Productions Pvt. Ltd. (RGV)

a. RGV was incorporated as a private limited company on January 8, 2003 under the Companies Act, 1956 under the name of Ram Gopal Varma Entertainment Pvt. Ltd. The name of the company was changed to RGV Productions Pvt. Ltd. and a fresh certificate of incorporation was obtained on May 2, 2003. The registered office of the Company is situated at Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061.

b. The promoters and directors of the company are Mr. Ram Gopal Varma and Mr. P. Chandra Shekhar. The Company is not listed on any Stock Exchange.

c. The company is yet to commence its business. The main object of the company is to carry on entertainment business with the main activity of production of TV films, serials, Video films, documentaries etc.

d. As on April 29^th, 2003, the Authorized Share Capital of the Company was Rs.10 lacs divided into 1,00,000 Equity Shares of Rs.10/- each. As per the certified results of the company on 29^th April 2003, the paid up share capital of the company was Rs.1 lac divided into 10,000 Equity shares of Rs.10/- each. The book value per share was Rs.5.28, earnings per share and return on networth being nil.

e. The networth of the company as on April 29, 2003 is Rs.0.53 lacs as certified by M/s. Singrodia Goyal & Co. -Chartered Accountants, (membership no. of Mr. Manoj Singrodia – Partner is 45466), having their office at Ashirwad Building, 2^nd Floor, S.N. Road, Near Andheri Station, Andheri (E), Mumbai – 400 069, Tel : 022 2683 8220 / 2684 0378 Fax : 022 2683 7388. While calculating the networth figure the Profit / Loss for operations during any period has not been included as the company is in its first year of business.

The names, address and relationship of the Acquirers and PACs are given in the table above under the head ‘The Offer’ on point no. b.

Information of the Target Company – Millennium Cybertech Ltd. (MCL)

a. MCL is a Public Limited Company having its Registered Office at Tagore Centre, 1^st Floor, Behind Dawa Bazar, 13-14, RNT Marg, Indore (M.P)-452001.

b. The company was originally incorporated on September 04, 1986 in the name of Mercury Leasing and Properties Ltd. The name of the company was changed from Mercury Leasing and Properties Ltd. to Brahma Capital and Securities Ltd. and a fresh Certificate of Incorporation was obtained on November 9, 1995. The name of the company was again changed from Brahma Capital and Securities Ltd to BCS Software Ltd. and a fresh Certificate of Incorporation was obtained on May 26, 1999. The name of the company was again changed from BCS Software Ltd to its present name, Millennium Cybertech Ltd. and a fresh certificate consequent to change of name was obtained on July 28, 1999. The company was promoted by Mr. Barmanand Bindal and Mr. Yashveer Bindal and others. The directors of the company are Mr. Yashveer Barmanand Bindal, Mr. Alkesh Bothra and Mr. Mukesh Pandya

c. The Authorised Share Capital of the company as on 31.03.02 was Rs. 550 lacs, divided into 55 lacs equity shares of Rs. 10/- each. The Issued capital of the company comprises of 50,01,400 equity shares of Rs. 10/- each. The subscribed capital of the company comprises of 28,45,000 equity shares fully paid up and 21,56,400 equity shares partly paid up on which Rs.2.50/- per share has been paid up. There are 8,37,500 (16.75% of the equity share capital) fully paid up equity shares and 21,56,400 (43.11% of the equity share capital) partly paid up equity shares that are in the possession of the public. The partly paid-up shares do not carry any voting rights. There are calls in arrears amounting to Rs. 154.84 lacs. The equity shares of MCL are listed on, The Stock Exchanges at Mumbai, Madhya Pradesh and Calcutta. Except for the non-payment of listing fee to the Stock Exchange at Calcutta for the years 2001-2002 and 2002-2003, the company has duly complied with all the provisions of the listing agreement.

d. MCL was incorporated with the main objects of carrying out the activities relating to financial services, investment, leasing and hire purchase, financing, and loan advancement etc. The company has been registered with the Reserve Bank Of India (RBI) as an NBFC vide certificate dated February 28, 2001. However, since the business was not very remunerative the company diversified into the software development business. The company also got itself registered with the Software Development Park, Noida. However, due to small size of operations this business also did not do very well and hence the company has applied for withdrawal from the STPI scheme and debonding of the STP unit. Currently the company does not pursue any major business and derives its income mainly from investments in shares and securities and loan advancement.

e. The total Income of the Company for the year ended March 31, 2002 was Rs.8.42 Lacs with a net loss of Rs.3.44 lacs. The networth of the company was Rs.340.20 lacs. The book value per share as on March 31^st 2002 was Rs.6.74. The earnings per share and return on networth being NIL.

f. As per the unaudited accounts of the company for the nine months period ending 31^st December 2002, the total Income of the Company was Rs.1.43 lacs with a net loss of Rs. 1.20 lacs.

4. Reason for the Offer and Future Plans about Target Company.

a. This offer has been made pursuant to Regulation 10 and 12 of Chapter III and in compliance with the SEBI (SAST) Regulations

b. CTC and STC are engaged in the trading and distribution business with the main activity of exporting and importing a wide range of goods and services. RGV is engaged in the entertainment business with the main activity of production of TV films, serials, Video films, documentaries etc. The main objective of the takeover is to meet the expansion plans of the Acquirers in respect of entering into the field of entertainment and media business and thereby to give the same a better status by way of listing on the stock exchanges.

c. The Acquirers do not have any intention to dispose of or otherwise encumber any assets of the target company in the next two years from the date of closure of the offer, except in the ordinary course of business with the prior approval of the shareholders.

5. Statutory Approvals and Conditions of the Offer

a. To the knowledge of the Acquirers no statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals. In case the statutory approvals are not obtained, the Acquirers will not proceed with the Offer.

b. In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant extension of time to Acquirers for payment of consideration to the shareholders subject to Acquirers agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to the willful default of the Acquirers in obtaining the requisite approvals, Regulation 22(13) will become applicable.

Option to the Acquirers in terms of Regulation 21(3)

Assuming full acceptance of the offer, the post offer voting capital with the public in the target company would be 9.44 %. The Acquirers have undertaken to dis-invest through an offer for sale or by a fresh issue of capital to the public, which shall open within six months from the date of closure of the public offer, such number of shares so as to satisfy the listing requirements.

7. Financial Arrangements

a. The Acquirers (including PACs) have made arrangement towards firm financial resources to fulfill the obligations under the open offer. The sources of funds shall be through internal resources of the company. No borrowing from Bank/ Financial Institution is being made for the purpose. All the funds will be domestic and no foreign funds will be utilised.

b. The maximum purchase consideration payable by the Acquirers in the case of full acceptance of the offer is Rs. 56.90 lacs. It is proposed to pay Rs.10/- per share for fully paid shares and Rs.2.50/- per share for partly paid shares. The Acquirers have deposited with the Manager to the Offer, 115,000 shares of M/s. K Sera Sera Productions Ltd. having market value of Rs. 50.75 per share ( as on 21^st July 2003) on the Mumbai Stock Exchange totaling to Rs. 58.36 lacs against the funds requirements to be placed in Escrow account of Rs. 14.23 lacs i.e. 25% of the total consideration payable, with a margin of over 300% . The percentage of margin has been calculated by dividing the excess of the funds (i.e. value of shares) placed in the escrow account by the total funds to be placed in the escrow account.(25% of the total consideration payable). The shares deposited in the Escrow account are frequently traded as per explanation (i) to Regulation 20 (3) i.e. the annualized trading turnover in the shares of M/s. K Sera Sera Productions Ltd. during the preceding 6 calendar months i.e. January 2003 to June 2003 is more than 5 % of the total listed shares. The Acquirers have also empowered the Manager to the Offer to realize the value of such securities by sale or otherwise as per Regulation 28(7) of the Regulations. In case there is any deficit on realization of the value of the securities in the escrow, the Manager to the offer shall make good such deficit in terms of Reg. 28(7). The Acquirers have also deposited an amount of Rs. 3.75 lacs towards cash escrow in Ratnakar Bank Ltd.- Fort Branch, which is more than 1% of the total consideration payable. The Merchant Banker has been empowered to operate the Escrow account in accordance with the Regulations.

c. The Chartered Accountants, M/s. Tiwari Samani & Associates, having their office at A/403, Navyug CHS Ltd. Aarey Road, Aarey Check Naka Signal, Goregaon (E), Mumbai – 400 063. have confirmed vide their certificate dated July 16^th 2003 that sufficient resources are available to allow the Acquirers to fulfill its obligations under the offer.

d. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer in accordance with the Regulations.

The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfill offer obligations.

8. Other Terms of the Offer

a. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of MCL (except the Acquirers, Persons Acting in Concert and parties to the Agreement) whose names appear on the Register of Members of MCL and to the beneficial owners of the shares of MCL whose names appear on the beneficial records of the respective depositories at the close of the business on August 27^th 2003. (the Specified Date).

b. Shareholders who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement, Original Share Certificate (s) and Transfer Deed (s) duly signed to the Registrar to the Offer at the address given below either by hand delivery during normal business hours Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) or by Registered Post on or before the close of the offer i.e. October 24^th 2003 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. The address of the Registrar to the Offer is as under:

Bigshare Services Pvt. Ltd.

E-2/3, Ansa Industrial Estate,

Sakivihar Road,

SakiNaka, Andheri (E),

Mumbai – 400 072

Tel : 022 2852 3574 / 2856 0652

Fax : 022 2852 5207

e-mail : bigshare@bom7.vsnl.net.in

Contact Person : Mr. Verghese

c. Beneficial Owners and Shareholders holding shares in the dematerialized form, will be required to send their Form of Acceptance cum Acknowledgement to the Registrar to the Offer either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e. October 24^th 2003 , along with photocopy of the delivery instructions in " Off Market" mode or counterfoil of the delivery instruction in "Off Market" mode, duly acknowledged by the Depository Participant ("DP"), in favour of Bigshare Services Pvt. Ltd. Escrow A/c Offer of Millennium Cybertech Limited, filled in as per the instructions given below :-

DP Name : IDBI BANK LIMITED

Client ID No. : 11274772

DP ID No. : IN300450

d. All owners of shares, registered or unregistered and the beneficial owners of shares (except the Acquirers Persons Acting in Concert and parties to the agreement), who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares Offered, Distinctive Numbers, Folio No., together with the Original Share Certificate(s), valid transfer deed(s) and a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

e. In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. October 24^th 2003.

f. The Registrar to the Offer will hold in trust the shares, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Target Company, who have accepted the offer, until the cheques/ drafts for the consideration and/ or the unaccepted shares/ share certificates are dispatched/ returned.

g. Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post at the shareholders/ unregistered owners sole risk to the sole/ first shareholder. Shareholders whose shares are held in dematerialized form to the extent not accepted will be intimated by post for the non-acceptance.

h. Shares, if any, that are subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end.

i. Shareholders who have sent their shares for demat need to ensure that the process of getting shares dematted is completed well in time so that the credit in the Escrow Account should be received on or before the date of closure of the Offer, i.e. October 24^th 2003 else the application would be rejected.

j. The market lot for shares is 1 share.

k. In case the shares tendered in the open offer are more than the shares agreed to be acquired by the Acquirers, the Acquirers shall accept all valid applications received from the shareholders of the company on a (i) Firm basis from the fully paid shareholders and (ii) Proportionate basis from the partly paid shareholders ensuring that it does not result in odd lots.

l. The withdrawal option can be exercised by submitting the Form of withdrawal so as to reach the Manager to the offer before October 21^st 2003. In case of non receipt of the form of withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details:

i). In case of physical shares : Name, address, distinctive numbers, folio nos., number of shares tendered / withdrawn.

ii). In case of dematerialized shares : Name, address, number of shares tendered/withdrawn, DP name, DP ID, Beneficiary account no. and a photocopy for delivery instruction in “off market” mode or counterfoil of the delivery instruction in “off market” mode, duly acknowledged by the DP in favor of the Depository Escrow account.

m. If there is competitive bid :

The public offers under all the subsisting bids shall close on the same date.

As the offer price cannot be revised during 7 working days prior to the closing date of the offers/ bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly

n. Schedule of Activities pertaining to the Offer is given below:

ACTIVITY	DAY & DATE
Public Announcement	Tuesday, July 29^th 2003
Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)	Wednesday, August 27^th 2003
Last date for a Competitive Bid	Monday, August 18^th 2003
Date by which Letter of Offer to be posted to the shareholders.	Thursday, September 11^th , 2003
Date of Opening of the Offer	Thursday, September 25^th, 2003
Last date for revising the offer price / Number of shares	Thursday, October 16^th, 2003
Last date for withdrawal of acceptance by the shareholders	Tuesday, October 21^st, 2003
Date of Closure of the Offer	Friday, October 24^th, 2003
Date by which acceptance / rejection under the Offer would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be dispatched / credited.	Saturday, November 22^nd2003.

9. General

a. Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement/Letter of Offer, can withdraw the same upto three working days prior to the date of the closure of the offer” ” i.e.: October 24^th 2003 by filling the withdrawal form attached herewith. The withdrawal form is also available on the SEBI website (www.sebi.gov.in).

b. The Acquirers (including PACs), Sellers and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued u/s. 11 B of SEBI Act.

c. If there is any upward revision in the offer price before the last date of revision (i.e. October 16^th 2003) or withdrawal of the Offer, the same would be informed by way of Public Announcement in the same Newspapers where the original public Announcement appeared. Such revised offer price would be payable to all the shareholders who have tendered their shares any time during the offer and have been accepted under the offer.

d. Pursuant to Regulation 13 of the Regulations, The Acquirers have appointed Aryaman Financial Services Limited as Manager to the Offer and Bigshare Services Pvt. Ltd. as the Registrar to the Offer.

e. The Acquirers (including PACs), accept full responsibility for the information contained in this Announcement and also for the obligations of the Acquirers (including PACs) as laid down in the Regulations.

f. For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement shall also be available on SEBI's website at / Eligible persons to the Offer may also download a copy of the Letter of Offer and Form of Acceptance cum Acknowledgement, which will be available on SEBI's website at / from the offer opening Date i.e. September 25^th, 2003 and apply in the same.

Issued by: Manager To The Offer

Registrar to the Offer

Aryaman Financial Services Limited,

106, Atlanta,

Nariman Point,

Mumbai – 400 021.

Tel.: (022) 22826465 / 66,

Fax: (022) 22826467

Email: afsl@vsnl.com

Contact Person: Mr. Chirag Pittie

Bigshare Services Pvt. Ltd.

E-2/3, Ansa Industrial Estate, Sakivihar Road, SakiNaka, Andheri (E),

Mumbai – 400 072

Tel : 022 2852 3574 / 2856 0652

Fax : 022 2852 5207

Email: bigshare@bom7.vsnl.net.in

Contact Person : Mr. Verghese

On Behalf of:

M/s. Cornhill Trading Company Private Limited (CTC)	91-B, Empire Building, Cumballa Hill, Kemps Corner, Mumbai- 400 036
M/s. Stardom Trading Company Pvt. Ltd. (STC)	Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg, Four Bunglow, Andheri (West), Mumbai 400 053
M/s. RGV Productions Pvt. Ltd. (RGV)	Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061

Place: Mumbai Date: July 28^th 2 003

Millennium Cybertech Limited

Aug 01, 2003

ACTIVITY