Gujarat Foils Limited

Mar 09, 2005
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Takeovers : Other Documents

Public Announcement

  for the attention of the shareholders of

  (Registered Office Plot No-3436-3439, Chhatral G.I.D.C., Phase-IV, Taluka - Kalol, District – Gandhinagar (Gujarat) 

 

 

 

 

 

 

 This Public Announcement (“PA”) is being issued by Vivro Financial Services Private Limited (“Vivro” or the “Manager to the Offer”), on behalf of Mr. Pramod Jain, (the “Acquirer”) residing at A / 71, Phase  - I, Ashok Vihar, New Delhi 110 052, the Chairman and Managing Director of Gujarat Foils Limited (“GFL” or the “Company” or the “Target Company”), pursuant to the directions issued by the Securities and Exchange Board of India (SEBI) vide its Order No. CO/037/TO/05/2003 dated May 30, 2003 and subsequent order issued by Securities Appellate Tribunal, Mumbai (“SAT”) (Appeal No. 11/03) dated 28th January 2005 and in compliance with the provisions of Chapter III of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “Regulations”) and subsequent amendments thereto.

 

1. The Offer

 

 

a.    This offer (the “Offer”) is being made by Mr. Pramod Jain, the Acquirer, to the fully paid up equity shareholders of Gujarat Foils Limited. (“GFL” or the “Company” or the “Target Company”),

b.    As on the date of this PA, the Acquirer holds 21,70,000 fully paid-up equity shares of GFL representing 26.46% of the total equity capital of the GFL. The Acquirer has not acquired any shares of GFL during last 12 months preceding the month of this PA.

c.     The Acquirer is now making Offer to the fully paid equity shareholders of the GFL to acquire 13,14,010 equity shares representing 20.00% of the total voting  equity shares capital of the Company at a price of Rs.3.68 per equity share payable in cash (the "Offer Price" out of which Rs. 3.00 being the price under regulation 20 and Rs. 0.68 being the interest @ 6% p.a. on the Offer Price for a period from 31st August 2001 till 30th May, 2005 being the last scheduled date of  payment to the shareholders as per the said Orders of SEBI & SAT subject to the terms and conditions mentioned hereinafter.

d.    In order to calculate the 20% of the voting capital to make the Open Offer within the meaning of Regulation 20 (5) of the regulations, equity shares in which calls are in arrears alongwith interest thereon have been taken on Proportionate basis to the extend of amount paid-up in pursuance of Section 181 of the Companies Act, 1956 read with Article 131 of the Articles of Association of the Target Company. 

e.    The Offer is not subject to any minimum level of acceptance from the Shareholders of the Company.

f.      There are no persons Acting on Concert (PACs) in respect of this Offer in terms of Regulation 2(1)(e) of the Regulations.

g.    This is not a competitive bid.

h.    The offer is not as result of Global Acquisition resulting in indirect acquisition of Target Company.

i.       The Manager to the Offer i.e. Vivro Financial Services Pvt. Ltd. does not hold any share in the Target Company as on the date of PA. They declare and undertake that they shall not deal in the shares of the Target Company during the period commencing from the date of their appointment as Manager to the offer till the expiry of 15 days from the date of closure of offer.

j.      This PA is being issued in Business Standard- English Daily (Ahmedabad Edition) and Jansatta -Gujarati Daily,  (All editions in Gujarat) both having wide circulation in Gujarat where the Registered office of the Target Company is situated in pursuance of the direction issued by SAT vide its order dated 28th January, 2005.

2.  The Offer Price

Justification of Offer Price

a.    The equity shares of the Company are listed on the Stock Exchange, Mumbai (“BSE”) and the Ahmedabad Stock Exchange (“ASE”).

b.    The Annualized Trading Turnover of the equity shares of the Company on BSE during the preceding six months i.e. from 1st November 2000 to 30th April 2001, prior to the month in which this PA was ought to be made was 1000 equity shares (Based on the CMIE Data Base), being less than 5% of the total listed equity shares of the Company.

c.     Based on above information, the equity shares of the Company are deemed to be infrequently traded in terms of explanation (i) to Regulation 20(5) (erstwhile Regulation 20(3)) of the Regulations and hence the Offer Price is determined in accordance with the requirement of Regulation 20(5) (erstwhile Regulation 20(3)) of the Regulations taking 18th May 2001 as the Reference Date for calculating the Offer Price as directed by the SAT, Mumbai vide its order dated 28th January 2005.

d.    The Share Price of Rs.3/- per fully paid up equity share of GFL is justified in terms of regulation 20 (5) (erstwhile Regulation 20(3)) of the Takeover Regulations since the same has been determined after considering following facts:

1.                     Negotiated price

2.                     Highest price paid by the Acquirer for acquisition including a public or right or a preferential issue during the period of 26 weeks prior to PA

          (Being the date of acquisition / the reference date for calculating offer price i.e. 18th May 2001)

3.       Other parameters

Not Applicable

Rs. 3.00

Year ended

31st March,

2001

(a)            Return on Net Worth

7%

(b)            Earning Per Share (Rs.)

0.65

(c)             Industry Price Earning Ratio*

2.5

*Source: Capital Market Volume No. XVI / 03 of April 2001

e.    Since the shares of GFL are infrequently traded on the above mentioned  Stock Exchanges, the fair value of shares has been arrived at by considering the above parameters and by placing reliance on the Supreme Court Judgment in the Case of Hindustan Lever Employee Union vs. Hindustan Lever Limited [(1995) 83 CC 30] and with due regard to the erstwhile CCI Formula for valuation of shares. Accordingly, the fair value has been calculated taking weighted average of three methods as follows:

Amt. in Rs.

Method

Amount (Rs.)

(x)

Weights

(y)

Weighted

Amount

(X * Y)

1.             Value of shares as per Net Assets Method (NAV)

5.18

1

5.18

2.             Value of shares as per Earning Capitalization  Method

2.69

2

5.38

3.             Value of Shares as per Imputed Market Price Method

1.64

2

3.27

Total

5

13.83

Fair value of shares

2.77

The above working is certified by Mr. Ramesh Kedia, (Membership no. 35997) a partner of M/s Jain Kedia & Sharma, Chartered Accountants, having their office at 13, Mill Officers’ Colony, 2nd Floor, B/H La Gajjar Chamber, Ashram Road, Ahmedabad 380 009, Gujarat (Telephone No. (079) 26585151 / 26587853 Fax No. (079) 26585150) vide their certificate dated 3rd March 2005.

f.      Based on the above information, in the opinion of the Manager to the Offer, the Offer Price is being justified in terms of Regulation 20 (5) of the Takeover Regulations.

3.      Information about Acquirer 

a.                Mr. Pramod Jain, aged 44 years, residing at A / 71, Phase  - I, Ashok Vihar, New Delhi 110 052.

b.                Mr. Pramod Jain is in the business of non-ferrous metals. He has experience of 22 years in trading and marketing. He looks after the procuring of raw material, market stability in the finished market as well as managing the finance for the business affairs. At present he is acting as the Chairman and Managing Director of the Company. He is appointed on the Board of Directors of the Company on 20th October 1997.

c.                 M/s A. B. Sanwalka & Co., Chartered Accountants (Membership no. 85861) having their office at 209, Sundar Kiran, 6/41, W.E.A. Karol Bagh, New Delhi 110 005 (telephone No. (011) 25817101, 9810105413) have certified vide their certificate dated 1st March, 2005 that the net worth of the Acquirer is of Rs. 5.75 Corers (Rupees Five corers and Seventy Five Lacs only) as on 1st March 2005.

4.     Information of the Target Company - (Gujarat Foils Limited)

a.                Gujarat Foils Limited is a Public Limited Company having its Registered Office at Plot No-3436-3439, Chhatral G.I.D.C., Phase-IV, Taluka - Kalol, District – Gandhinagar, Gujarat.

b.                The Company was originally incorporated on 16th of November 1992 and received the certificate of commencement of business on 18th December 1992. The company had been promoted by Mr. Kishore H. Patel and Mr. Naresh H. Patel and others. The present Directors of the Company are Mr. Pramod Jain, Mr. Nishikant Jain, Mr. Shishir Garg and Mr. Pramod H. Jain.    

c.                 The Authorised Share Capital of the Company as on the date of PA is Rs. 900 lacs divided in to 90 Lakhs equity shares of Rs. 10/- each . The issued and subscribed share capital is Rs. 8,20,18,700/- and paid-up share capital is Rs. 6,57,00,500/- comprising 49,38,230 fully paid-up equity shares of Rs. 10/- each and 32,63,640 partly paid up equity shares of Rs. 10/- each.(Rs. 5/- paid up). There are calls in arrears amounting to Rs. 1,63,18,200/- in respect of 32,63,640 Equity shares. The Equity Shares of the Company are listed on The Stock Exchange, Mumbai (BSE) and the Ahmedabad Stock Exchange(ASE).

d.                As per provisions of the Article 113 of the Articles of Association of the Target Company, the partly paid equity shareholders do not carry any voting right.

e.                The Target Company is engaged in the business of manufacturing of aluminum foils, Coils and aluminum sheets.

f.                  The total income of the Company for the year ended 31st March 2004 was Rs. 5993.11 lacs and net profit of Rs. 41.61 lacs. The net worth of the Company was Rs. 751.41 Lacs as on 31st March 2004. The book value per share as on 31st March 2004 was 9.16. The earning per share is Rs. 0.63 and return on net worth being 5.54%. As per the un audited statements, the total income of the Company for the nine months ended on 31st December 2004 was Rs. 3305.70 lacs and net profit of Rs. 28.04 lacs. The net worth of the Company was Rs. 779.45 Lacs as on 31st December 2004. The book value per share as on 31st December 2004 was Rs. 9.50. The earning per share is Rs. 0.43 and the return on net worth was 3.60% as on 31st December 2004

5.    Reason for Acquisition, Offer and Future Plans about Target              Company.

  1. Mr. Kishore H Patel, Mr. Naresh H Patel and others (hereinafter referred to as “original promoters”) collectively held 39.02% shares in the equity capital of the Company. The original promoters had entered into a Memorandum of Understanding (hereinafter referred to as “ MOU”) dated 3rd October 1997 in order to sell their 39.02% equity shares to the Acquirer. In view of the said MOU, the Acquirer was directed by SEBI vide its order No. CO/037/TO/05/2003 dated May 30, 2003 to make the public announcement in order to comply with the provisions of the SEBI Takeover Regulations and to pay interest @ 15% per annum on the offer price for the loss of interest caused to the shareholders from 1st February 1998 till the date of actual payment of consideration.

  1. The Acquirer against the said order of SEBI had filed an appeal No. 11/03 with the Securities Appellate Tribunal, Mumbai. The Securities Appellate Tribunal, Mumbai has held that the Takeover Regulation was triggered on 18th May, 2001 and not on 3rd October, 1997. Consequently, SAT has directed the Acquirer vide its Order  dated 28th January 2005 to make the PA taking 18th May 2001 as the reference date to calculate the Offer Price within 4 days from the date of receipt of their  order or to be extended at the discretion of SEBI if time is too short. Over and above to pay the interest @ 6 % p.a. from 31st August 2001 to the date of actual payment instead of interest @ 15%.

  1. SEBI, on specific request of the Acquirer, has granted extension of time up to 4th March, 2005 for making Public Announcement consequent to above mentioned order vide its Letter No. CFD/DCR/RC/TO/32924/05 dated 4th February, 2005.

  1. Accordingly, the Acquirer pursuant to order of SEBI vide its order No. CO/037/TO/05/2003 dated May 30, 2003  and the Securities Appellate Tribunal, Mumbai dated 28th January 2005 is now making this offer to the Public Shareholders of the Company for acquisition of 13,14,010 equity shares representing 20.00% of the proportionate voting  shares capital the Company so as to ensure compliance with said orders.

  1. The Acquirer does not have any intention to dispose of or otherwise encumber any assets of the Company in the next two years from the date of the closure of the offer, except in the ordinary course of business with the prior approval of the shareholder of the Company.

6.      Statutory Approvals

a.    The Offer is subject to the receipt of approval of RBI under the Foreign Exchange Management Act, 1999 (FEMA) for the acquisition of equity shares by the Acquirer from the Non residents under the Offer.

b.    No approval from any Bank/ Financial Institution is required for the purpose of this Offer, to the best of the knowledge of the Acquirer.

c.     No statutory approvals are required to the best of the knowledge of the Acquirer to acquire the shares that may be tendered pursuant to the Offer. 

d.    If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals.

e.    Subject to the receipt of statutory approval, the Acquirer shall complete all procedure relating to the Offer including payment of consideration within a period of 15 days from the Offer Closing Date to those shareholders whose share certificates and / or other documents are found valid and in order and are approved for acquisition by the Acquirer. In case of delay in receipt of any statutory approval, if any, SEBI has power to grant extension of time to the Acquirer for the payment of the consideration to the shareholders subject to the Acquirer agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to  willful default of the Acquirer in obtaining the requisites approval, if any, Regulation 22(13) will become applicable.

7.      Delisting option to the Acquirer

The Public Shareholding shall not reduce to a level below the limit specified in the Listing Agreement with the stock exchanges for the purpose of listing on continuous basis as a consequences of the Offer. Hence the provision of Regulation No. 21(3) do not apply.

8.      Financial Arrangements

a.     Acquirer has adequate and firm financial arrangements in terms of Regulation 16(xiv) out of his personal savings and business income to fulfill the obligations under the open offer. No borrowings from Bank/ Financial Institution are being made for the purpose. The funds to be utilized shall be domestic and not any foreign funds.

  1. The maximum purchase consideration payable by Acquirer in case of full acceptance of offer i.e. 13,14,010 fully equity shares is Rs. 48,35,557/- at a price of Rs.3.68 per equity share (out of this "Offer Price" Rs. 3/- being the price under regulation 20 and Rs. 0.68 being the interest @ 6% p.a. on the Offer Price for a period from 31st August 2001 till 30th May, 2005 being the last scheduled date for actual payment of consideration as per the said Orders payable in cash subject to the terms and conditions mentioned hereinafter.

  1. The Acquirer has created an Escrow Account in the form of Fixed Deposit of Rs. 15 lacs (being more than 25 % of the consideration payable including the amount of interest payable thereon) with Syndicate Bank, Barakhamba Road Branch, New Delhi 110 001.

  1. The  Manager to the Offer has been duly authorized by the Acquirer vide his letter dated 3rd March, 2005 to realize the value of escrow account in terms of the Regulation.

  1. M/s Jain Kedia & Sharma, Chartered Accountants (Membership No.  35997) having their office at 13, Mill Officers’ Colony, 2nd Floor, B/H La Gajjar Chamber, Ashram Road, Ahmedabad 380 009, Gujarat (Tel No. (079) 26585151/26587853 Fax No. (079) 26585150) have certified vide their certificate dated 2nd March 2005 that sufficient resources are available with the Acquirer to fulfill its obligations under the Offer.

  1. Manager to the Offer is satisfied that firm arrangement through verifiable means are in place and the Acquirer has adequate financial resources to meet the obligation under the offer.

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

9.      Other Terms of the Offer

  1. The Letter of Offer together with the Form of Acceptance cum Acknowledgement shall be mailed to the shareholders of the Company (except to the Acquirer) whose names appear on the Register of Members of the Company and  to the beneficial owners of the shares of the Company whose name appear on the beneficial records of the respective depository at the close of the business on 10th March, 2005 (“specified date”)

  1. Intime Spectrum Registry Limited having their office at  C-13, Pannalal Silk Mill Compound, LBS Marg, Lower Parel, Mumbai – 400 078 is acting as the Registrar to the Offer (“Registrar”) and they will be opening a Special Depositary Account under the name and style of “ISRL – GFL –  Open Offer – Escrow A/c” with Infrastructure Leasing and Financial Services Limited having its registered office at The IL&FS Financial Center, C – 22,G Block, Bandra Kurla Complex, Bandra (E), Mumbai, 400 051 (Tele No. 2653 3333) who is acting as Depository Participant and registered with NSDL.  Relevant details viz, DP ID, Client ID, etc. will be disclosed in the Letter of Offer to be mailed to the shareholders of the Company.

  1. Beneficial Owners  and shareholders holding shares in 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. 16th May 2005, along with photocopy of the delivery instructions in “Off Market” mode or counter foil of the delivery instruction in “Off Market” mode, duly acknowledged by the Depository Participant (“DP”) in  favour of “ISRL – GFL –  Open Offer – Escrow A/c”

  1. In addition to the above-mentioned address, the equity shareholders of the Target Company who wish to avail of and accept the offer can also deliver the Acceptance Cum Acknowledgment Form along with all the relevant documents at any of the collection centers below in accordance with the procedure as set out in the Letter of Offer.  All the centers mentioned herein below would be open as follows:

Address

Contact Persons

Mode of Delivery

Phone No.

Fax

E-mail ID

211, Sudarshan Complex, Nr, Mithakhali under Bridge, Navarangpura, Ahmedabad 380 009

Mr. Hitesh Patel

Hand Delivery

079- 26465179

079- 26465179

ahmedabad@intimespectrum.com

203, Dower House, 197/199, D.N. Road,

Mumbai 400 001

Vivek Limaye

Hand Delivery

022 – 22694127

022 – 25672693

vivek@intimespectrum.com

    

  1. Shareholders having their depository account in CDSL have to use inter depository delivery instruction slip for the purpose of crediting their shares in favour of the Special Depository Account with NSDL.  

  1. Shareholders holding their shares in physical form and who wish to tender their fully paid 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 above, either by hand delivery during normal business hours Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding  Saturday, Sunday and Bank Holidays) or by Registered Post on or before the close of the offer i.e. 16th May 2005 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement in an envelope subscribing the same with “Gujarat Foils Limited – Offer For Acquisition Of Shares”.

  1. All owners of fully paid-up equity shares, registered or unregistered  and the beneficial owners of the shares (except the Acquirer) who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners/ shareholders who have not received Letter of Offer can send their application in writing, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered to, Distinctive Numbers, Folio No., together with documents stated above so as to reach the Registrar to the Offer on or before 16th May 2005. In case of unregistered owners, the same should be accompanied by a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

  1. In case of non-receipt of Letter Of Offer, eligible person may send their acceptance to the Registrar to the Offer on a plain paper stating the name, address, no. shares held, distinctive no., folio no., no. of shares offered, along with documents as mentioned above, so as to reach to the Registrar to the Offer at the above address on or before the close of the Offer i.e. 16th May 2005.

  1. In case on non-receipt of Letter of offer, the eligible person may obtain the copy of the same from the Registrar to the Offer by providing suitable documentary evidence to that effect. Such shareholders may also down load the Form of Acceptance Cum Acknowledgement from the website of SEBI i.e. http://https://www.sebi.gov.in/  which will be made available from the opening of the Offer.      

  1. 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.

f.   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. 

f.      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.

g.    Shareholders who have sent their shares for demat need to ensure that the process of getting shares dematerialized 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. 16th May 2005 else the application would be rejected.

h.    In case the shares tendered in the open offer are more than the shares agreed to be acquired by the Acquirer, the Acquirer shall accept all valid application received from the shareholders on a proportional basis, in consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and dose not result in non-marketable lots.

i.       Acquirer is confident of completing all the formalities pertaining to the acquisition of the said shares, within 15 days from the date of closure of this Offer including payment of consideration to the shareholders who have accepted the Offer and for the purpose open a Special account as provided under Regulation 29.

Provided that where the Acquirer is unable to make payment to the shareholders who have accepted the offer before the said period of 15 days due to non-receipt of requisite statutory approval, if any, the SEBI may, if satisfied that non-receipt of requisites statutory approval was not due to any willful default or neglect of the Acquirer or the failure of the Acquirer to diligently pursue the application for such approval, grant extension of time for the purpose, subject to the Acquirer agreeing to pay interest to the Shareholders for delay beyond 30 days, as may be specified by the SEBI from time to time.

j.      In accordance with Regulation 22(5)(A) of the Regulations, shareholders who have tendered requisites documents in terms of Public Announcement and Letter of Offer shall have option to withdraw acceptance tendered upto 3 working days prior to the offer closing date. The withdrawal option can be exercised by submitting the form of withdrawal (separately enclosed with the Letter of Offer) and the copy of acknowledgment received from the Manager to the Offer while tendering the acceptance together with following details

ü       In case of physical share: name, address, distinctive no. folio no., no. of shares tendered / withdrawn

ü       In case of dematerialized shares: name, address, no. shares tendered / withdrawn, DP name, DP ID, Beneficiary Account No., photo copy for delivery instruction in “Off Market” mode or counter foil of the delivery instruction in “Off Market” mode, duly acknowledged by the DP in favour of the depository escrow account.

In case of non-receipt of form of withdrawal, the withdrawal can be exercised by making an application on the plain paper along with the details mentioned above. 

10.      Schedule of Activities pertaining to the Offer: 

    ACTIVITY

DAY & DATE

Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)

10th March 2005

Thursday

Last date for Competitive Bid

24th March, 2005 Thursday

Date by which Letter of Offer to be posted to the shareholders.

12th April, 2005

Saturday

Date of Opening of the Offer

27th April 2005

Wednesday

Last date for revising the offer price / Number of shares

5h May 2005

Thursday

Last date up to which shareholders may withdraw

12th May, 2005 Thursday

Date of Closure of the Offer                 

16th May 2005

Monday

Date by which acceptance/ rejection would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be dispatched/ credited.                                                                         

30th May, 2005

Monday

11.      General  Conditions

  

  1. 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. 16th May 2005 -- by filling the withdrawal form attached herewith. The withdrawal form is also available in the SEBI website (https://www.sebi.gov.in/)     
  2. The Acquirer can revise the price upwards upto 7 working days prior to the date of closure of the offer i.e. 16th May 2005, and revision, if any, in the offer price would appear in the Business Standard – Ahmedabad Edition and the Jansatta, in all  Editions of Gujarat and same price would be paid to all shareholders who tender their shares in the offer.

  1. Pursuant to Regulation 13 of the Regulations, The Acquirer has appointed Vivro Financial Services Private Ltd. as Manager to the Offer and the Manager to the offer issues this Public Announcement on behalf of the Acquirer.

  1. If there is competitive bids:

(i)          The public offer under all the subsisting bids shall close on the same date.

(ii)        As the offer price cannot be revised during 7 working days prior to the closing date of the offers/ bids, it would be 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 acceptance accordingly.

  1. The Acquirer and the Company are not prohibited by SEBI from dealing in securities in terms of directions issued under section 11B of SEBI Act.
  2. The Acquirer accepts full responsibility for the information contained in this Announcement and also for the obligations of the Acquirer as laid down in SEBI Takeover Regulations and subsequent amendments made thereto.
  3. For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement and the Letter of Offer together with Form of Acceptance cum Acknowledgement would also available on SEBI's website at https://www.sebi.gov.in// Eligible persons to the Offer may also download a copy of the Letter of Offer and Form of Acceptance cum Acknowledgement from the said website from the offer opening Date i.e.27th April 2005 and apply in the same.

Issued by:

  Manager To The Offer

Registrar to the Offer

Vivro Financial Services Pvt. Ltd.

Contact Person: Mr. Jayesh Vithlani,

Company Secretary

“Vivro House”, 11, Shashi Colony,

Nr. Suvidha Shopping Centre, Paldi,

Ahmedabad – 380 007.

Tel.: (079) 26575666, 26575183        

Fax:        (079) 26575441

Email: ahmedabad@vivro.net')

Intime Spectrum Registry Limited

Contact Person: Mr. Nikunj Dafftary

C-13, Pannalal Silk Mill Compound, LBS Marg, Lower Parel,

Mumbai – 400 078

Tel No.:(022)-55555454

Fax No. (022) 55555353

E-mail:nikunj@intimespectrum.com

Place: New Delhi                                                 Date: 3rd March, 2005