Corrigendum to Public Announcement
To the Shareholders of
SAPTARISHI AGRO INDUSTRIES LIMITED
Regd. Off. : Wescare Towers, 16 Cenotaph Road, Teynampet, Chennai- 600018
In connection with the Public Announcement ("PA") issued by Indbank Merchant Banking Services Limited, as Manager to the offer on behalf of M/s Calibre Rehabs Limited, (Hereinafter referred to as "Acquirer") to the shareholders of Saptarishi Agro Industries Ltd. dated 13th January 2003 and subsequent on 13th March 2003 as directed by SEBI, We give below further details and disclosure in terms pursuant to Regulations 10 &12 and in compliance with the Securities And Exchange Broad of India (Substantial Acquisition of Shares and Takeovers)Regulations, 1997 [SEBI(SAST) Regulations, 1997] and subsequent amendments thereto.
1. Activity Schedule
A original schedule along with the revised schedule of some of the major activities pertaining to the offer is given below:
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Activity
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Original Schedule Date & Days
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Revised Schedule Date and Days
|
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Public Announcement Date
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13.01.2003 (Monday)
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13.01.2003 (Monday)
|
|
Revised Public Announcement Date
|
-
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08-07-2003 ( Tuesday)
|
|
Specified Date ( To determine the names of shareholders
to whom the letter of Offer would be sent)
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10.02.2003 (Monday)
|
10.02.2003 (Monday)
|
|
Last date of Competitive Bid
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03.02.2003 (Monday)
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03.02.2003 (Monday)
|
|
Date by which LOO to be posted to shareholders
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25.02.2003(Tuesday)
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07.07.2003( Monday)
|
|
Date of opening of the offer
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05.03.2003 (Wednesday)
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10.07.2003 ( Thursday )
|
|
Last date for revising the offer Price/No of Shares
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26.03.2003 (Wednesday)
|
30.07.2003 ( Wednesday)
|
|
Last date for Withdrawal by shareholders
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31.03.2003(Monday)
|
05.08.2003 ( Tuesday)
|
|
Date of Closing of the offer
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03.04.2003 (Thursday)
|
08.08.2003 ( Friday)
|
|
Last date of communicating rejection/acceptance
(in part or full) and mailing of consideration for applications accepted
|
03.05.2003 (Saturday)
|
06.09.2003 ( Saturday)
|
2. Background of acquirer
a) The following are the Promoters/Person in control of the Acquirer Company ( Calibre Rehabs Ltd.).
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Name
|
Category
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Residential Address of the Promoters
|
|
Mr. Malvinder Singh
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Promoter Director
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35 –B, doctors Enclave, Patiala, Punjab
|
|
Mr. Gurpreet Singh
|
Promoter Director
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35 –B, doctors Enclave, Patiala, Punjab
|
|
Mr. Col. Satinder Singh
|
Promoter Director
|
H.No. 38, Phase 9 , Mohali
|
|
Mr. Amarpreet Singh Sandhu
|
Promoter
|
# 2361, Phase X, Mohali
|
|
Mr. George Kutty A. K
|
Promoter
|
Appackootu House, P.O Payam, Distt. Kannur, Kerala
|
|
Mr. Shashi Bhushan
|
Promoter
|
1269/2, Jand Gali, Patiala
|
|
Mr. Satpal
|
Promoter
|
Vill. Hiragarh, Dist. Patiala
|
|
Mr. Dilsher Singh
S/o shri malvinder singh
|
Person in Control
|
21 New Officers Colony Patiala
|
(b) The Major Shareholding pattern of the acquirer company is as under
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Shareholders Category
|
Total No. of Shares Held
|
%age of shares held
|
|
Promoters and Relatives :
|
|
|
|
(a) Mr. Dilsher Singh s/o shri Malvinder Singh
|
990000
|
85.34%
|
|
(b) Other promoters & Relatives
|
50000
|
4.32%
|
|
Others
(a) M/s Verma Hire Purchase Pvt Ltd.
|
120000
|
10.34%
|
|
Total Equity Shares
|
1160000
|
100%
|
- (c ) The Promoters/Person in Control (a) Mr. Malvinder Singh (b) Mr. Gurpreet Singh (c ) Mr. Con. Satinder Singh (d) Mr. Dilsher Singh has rich Experience of 4 to 10 years in Mushrooms Cultivation, Processing and Export .The Networth as Certified by Chartered Accountant ( as on 31.12.2002) of Mr. Malvinder Singh is Rs. 220.00 Lacs, Mr. Gurpreet Singh is Rs. 204.00 Lacs, Mr. Col. Satinder Singh is Rs. 60.40 Lacs and Mr. Dilsher Singh is Rs. 60.00 Lacs respectively.
(d) There is no punitive action ever taken by SEBI and any other regulatory Authority against any promoter/Person in Control of the acquirer Company ("Calibre Rehabs Ltd.").
3. Non Compliance details of Target Company with Chapter II of SEBI(SAST), 1997 by Target company ( Saptarishi Agro Industries Ltd.)
|
Sl.No.
|
Regulation/
Sub-Regulation
|
Due Date for Compliance
|
Actual Date of Compliance
|
Delay, if any (in no of days)
Col 4 - Col-3
|
|
*1
|
8(3)
|
30.04.2000
|
23.05.2000
|
23
|
|
*2
|
8(3)
|
30.04.2001
|
07.06.2001
|
37
|
*The Target company has taken steps to apply to SEBI under the SEBI Regularization scheme, 2002 for delay. On 22-feb-2003 vide their letter no. HO/SEC/SAPT/PREF/LG
4. Minimum Market Lot
The minimum market lot of target company is 100. However the shareholders holding less than the marketable lot can offer the entire holding in terms of Regulation 21(6) of SEBI(SAST) Regulations, 1997.
6. Eligibility of TIDCO / Delcem Veciab By Agro Industries, Shareholders of Saptarishi Agro Industries Ltd. in the Open offer.
5. Details of shares pending for Listing of Target Company at different stock Exchanges.
The Target company has alloted 59,80,000 and 95,27,842 shares on 31.08.1999 and 13.09.2002 . The said shares are pending for listing on Stock Exchange, Ahmaedbad , The Stock Exchange, Mumbai, Madras Stock Exchange Limited and Delhi Stock Exchange Limited.
(a) Dalcem Veciab By Agro Industries is a foreign National and are eligible to participate in the offer subject to the applicable rules.
(b) Tamil Nadu Industrial Development Corporation Limited. is also eligible to participate in the open offer.
7. Basis of Justification of Offer Price ( Rs. 1.50 ) Under the erstwhile Controller of Capital Issues (CCI) Formula :
The offer price of Rs. 1.50 (Rupees One and Paise Fifty Only ) is arrived at after considering a number of feasible valuation approaches including the Guidelines of erstwhile Controller of Capital Issues(CCI)which are elaborated below:
i.Net Assets Value (NAV)
-
The latest Audited Balance Sheet available is for the year ending 30th Sept 2002 the NAV of Saptarishi Agro Industries Ltd. is estimated to be Rs. 3.51.
- Profit Earning Capacity Value (PECV)
Saptarishi Agro Industries Ltd. has incurred losses in the last 2 years of operation and as per the CCI guidelines , the PECV is Nil
- As per the CCI Guidelines where PECV is Nil, the fair value is assessed to be 50% of the NAV , i.e Rs. 1.75
- Considering, the Supreme Court decision in the Hindustan Lever Employee Union Vs. Hindustan Lever Ltd., ( 1995) 83 Com Case 30, Wherein Honorable Court had opined that the fair value for a listed company could be assessed based on the following weightages :
(a) Market Based value :2 (b) Earnings Based value : 2 (c) Net Assets Value :1
Given the NAV OF Rs. 3.51 , The average market price for the last 26 weeks - Nil and PECV of Nil as assessed above, if one were to apply this approach, the share price would be in the region of. 0.70 paise per shares.
(8) Please note that the following addition is made in our public announcement dated 13.01.2003 in para 8 (e) as detailed under - The Shareholders who wish to tender their equity shares will be required to send the Form of Acceptance cum Acknowledgment, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer Collection Centre at RCMC Share Registry (P) Ltd. on all working days between (10 A.M to 3 P.M)
(9) In case of non-receipt of the letter of offer, the eligible persons may sent their consent to the registrar to the registrar to the offer on a plain paper stating their name, address, No. of Equity shares held , No of Equity Shares offered along with distinctive No. so as to reach the registrar to the offer on or before the close of the offer.
This Public Announcement will also be available on SEBI website www.sebi.gov.in
Issued by the Manager to the offer
Indbank Merchant Banking Services Ltd.
6A, Atma Ram house New Delhi- 110001
Tel no.- (011)-23720186,23353264
E-mail :Indbank@del3.vsnl.net.in
on behalf of Calibre Rehabs Ltd.
Place: New Delhi
Date: 07.07.2003