Galaxy Multimedia Limited - Public Announcement

PUBLIC ANNOUNCEMENT
FOR THE ATTENTION OF SHAREHOLDERS OF 
GALAXY MULTIMEDIA LIMITED (GML)
[Registered Office: 3A, Valecha Chambers, New Link Road, Andheri (West), Mumbai – 400 093]
CASH OFFER AT RS. 4 (RUPEES FOUR ONLY) FOR ACQUISITION OF EQUITY SHARES OF GML
This Public Announcement (PA) is being issued by Centrum Finance Limited (“Managers to the Offer”), on behalf of Shri. Gordhan Tanwani (“Acquirer”), pursuant to Regulations 10 and 12 and other provisions of Chapter III and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 [“SEBI (SAST) Regulations/Takeover Regulations”] and subsequent amendments thereto.

1. The Offer
1.1. Shri. Gordhan Tanwani, (hereinafter referred to as The Acquirer), age 45, son of Mr.Prabhudas Tanwani, having his residence at 71, Soona Villa, Off. Perry Cross Road, Bandra (West), Mumbai 400 050, has entered into an Memorandum of Understanding (MoU) dated 12th May 2003, to acquire 51,00,010 fully paid-up equity shares of Rs. 10/- each representing 50.74 % of the paid-up share capital of Galaxy Multimedia Ltd., (hereinafter referred to as Target Company/ GML) from the Sellers, i.e.(1) Mr.Vipin Rai Bhayana, son of Shri. Prakash Chander Bhayana, age 47 residing at 30, Shankar Sagar, Sophiya College Lane, Mumbai 400 026, (2) M/s Mount Trading & Investments Pvt Limited, a company registered under the Companies Act 1956 and having its registered office at CH-141/1, Sector 17, Gandhi Nagar, Gujarat ,and (3) M/s Ekagra Trading & Investments Pvt Limited, a company registered under the Companies Act 1956 and having its Registered Office at CH-141/1, Sector 17, Gandhi Nagar, Gujarat, at a price of Rs.2.50 per fully paid-up equity share of GML. (The Negotiated Price).
1.2. The Acquirer has agreed to acquire 50.74 % of the paid-up capital of GML from the Sellers who are the promoters and major shareholders of the Target Company vide the MoU.
1.2.1. Salient Features of the MoU 
1.2.1.1. The Acquirer has paid 25 % of the total consideration payable to the Sellers under the MoU by way of an advance. In the event of the MoU not being acted upon, the Sellers will have to refund the advance to the Acquirer.
1.2.1.2. The Sellers have extended certain warranties to the Acquirer and have agreed to indemnify the Sellers against their breach.
1.2.1.3. The Acquirer has undertaken to extend collateral in favour of Bank of India for securing the credit facilities (including the loan) advanced by the bank to GML so that the collateral currently extended by or on behalf of the Sellers can be released.
1.3. In view of the aforesaid and in terms of Regulations 10 and 12 of the SEBI (SAST) Regulations 1997 for Substantial Acquisition of Shares, the Acquirer is now making an Open Offer to acquire up to 20,10,094 Fully Paid-up Equity Shares of Rs. 10/- each representing 20% of the Voting Capital of the Target Company from the remaining shareholders of GML (i.e. other than the Sellers) at a price of Rs.4.00 (Rupees Four only) per fully paid up equity share (“Offer Price”) payable in cash subject to the terms and conditions mentioned herein below.
1.4. The Acquirer would not be acquiring shares of the Company, during the Open Offer from the open market or any other source, over and above the shares to be acquired under in the Offer. 
1.5. Certain shareholders of the Company who are not party to the MoU are also promoters of the Target Company. Such shareholders will be entitled to offer their shareholding under the Offer. 
1.6. A total of 25,12,518 equity shares, out of 51,00,010 equity shares of the Target Company held by the Sellers are subject to lock in. The lock-in shares, of the Sellers to be acquired pursuant to the MoU in the Offer will be transferred to the Acquirer subject to the continuation of the residual lock-in period in the hands of the Acquirer. The Acquirer will not discriminate in acceptance of lock-in and non lock-in shares.
1.7. As required by Regulation 22(16), it has been agreed under the MoU that in case of non compliance of any of the provisions of SEBI (SAST) Regulations 1997, the MoU shall not be acted upon by the Sellers or the Acquirer.
1.7.1. Pursuant to the MoU, the share holding of the Sellers in GML would be transferred to the Acquirer thereby leading to a change in control. As a consequence provisions of Regulation (10) and Regulation (12) of the Regulations have been attracted.
1.7.2. There are no partly paid-up equity Shares of GML.
1.7.3. As on the Date of the Public Announcement the Acquirer does not hold any shares of GML except those agreed to be acquired in terms of the MoU.
1.7.4. The Acquirer, the Sellers and the Target Company have not been prohibited by Securities and Exchange Board of India from dealing in securities in terms of section 11B of SEBI Act or under any of the regulations made under the SEBI Act. 
1.7.5. It is proposed that the Acquirer, Shri. Gordhan Tanwani, shall be appointed to the Board of GML on completion of this Offer. Also, the Board of Directors of GML will be reorganised appropriately after the completion of this Offer. Currently, no director representing the Acquirer is on the Board of GML.
1.8. The equity shares of GML are listed on The Stock Exchange, Mumbai (BSE) and The Hyderabad Stock Exchange Limited (HSE). The equity shares of GML are infrequently traded on BSE and HSE in terms of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997. There has been no trading of GML shares on HSE for the past 26 weeks prior to the date of Public Announcement. The Offer Price of Rs.4.00 per share, has been determined as per Regulation 20(5) of the Regulations as it is the highest of the following:
1.8.1. The Negotiated Price of Rs 2.50 per share at which the Acquirer has agreed to acquire shares of GML under the MoU.
1.8.2. In the 26 weeks preceding the date of Public Announcement, Acquirer has not acquired equity shares of GML through open market purchases or through the stock exchanges.
1.8.3. In the 12 months preceding the date of Public Announcement, the Acquirer has not acquired any equity shares of GML by way of allotment in a public or rights issue or preferential allotment.
1.8.4. Other parameters of GML as compared to the parameters of Industry segment (Entertainment & Electronic Media Software) are as follows: 

(source: Capital Market Volume XVIII/04 dated 11/05/2003 and BSE) 
@ Based on simple average of the companies in the peer set.
* Based on audited balance sheet as on 31/03/2003.
# Based on GML Market price as on 9th May 2003 
1.9. GML has incurred losses in the last 3 years of operations. The accumulated losses as of 31/03/2003 are Rs. 465.37 lacs. The Book Value of GML is Rs. 5.37 per share 
1.10. The Offer price of Rs. 4.00 per share represents a Price to Book Value (PBV) of 0.74 times, as compared to the industry average of 2.38 times.
1.11. Thus, the Offer Price is in full compliance with and is justified in terms of Regulation 20 of the Regulations.
1.12. The equity shares of GML to be acquired, pursuant to the Offer, shall be free from all liens, charges and encumbrances and be acquired together with all rights attached hereto, including the rights to all dividend or other distributions hereinafter declared, made or paid. The Acquirer is not bound to accept any shares under the Offer if they are subject to any liens, charges or encumbrances or are sought to be offered without all or any rights attached thereto.
1.13. No direct or indirect subsidiary of the Acquirer is concerned with the Offer.
1.14. The Acquirer has not and will not be entering in to any Non compete Agreement with the Sellers or any person in relation to the Target Company.
2. Information on Acquirer
2.1.1. Shri. Gordhan Tanwani, son of Shri Prabhudas Tanwani, age 45 years, residing at 71, Soona Villa, Off. Perry Cross Road, Bandra (West), Mumbai – 400050, is having more than two decades of experience in the Entertainment industry. He started his business as a trader of Electronic Components and Audio Cassettes. His first foray in to the manufacturing, field was with the setting up of a Plastic Audio Cassettes Component unit at Andheri, Mumbai. He expanded his business by setting up additional units in Goregaon and other suburbs of Mumbai, which were relocated to Silvassa. 
2.1.2. Shri. Gordhan Tanwani has been associated with the Cinema business for many years. In 1994, he setup his own film production company under the name and style of M/s. Baba Films, a Proprietary Concern. During the period 1995 to 2003 M/s Baba Films produced four films i.e. “Ishq”, “Pyar To Hona Hi Tha”, “Dulhan Hum Le Jayenge” and “Tumko Na Bhool Payenge”
2.1.3. Shri. Gordhan Tanwani is the Chairman- cum- Managing Director of M/s. Baba Entertainment Ltd. This company is engaged in the manufacture of blank & Recorded Audio Cassettes and also in the business of film and music distribution. As on 31st March 2002, the Company has reported a total income of Rs 86.97 lacs and PAT of Rs 31.32 lacs. The paid up Equity Capital is Rs 442.74 lacs and a Reserves (excluding Revaluation Reserves) of Rs 486.14 lacs .
2.1.4. The Acquirer, till date has complied with the relevant provisions of Chapter II of the Regulations wherever applicable.
2.1.5. For the purpose of this Offer there are no persons acting in concert with the Acquirer as per the provisions of Regulations 2(1)(e) of the Regulations. 
2.1.6. The Acquirer is not on the board of GML, in terms of regulation 22(9) of the Regulations. 
2.1.7. The Acquirer does not hold any position on the Board of Directors of any listed company.
2.1.8. None of the above ventures of the Acquirer are participating or are concerned in this Offer.
3. Information on Galaxy Multimedia Limited.
3.1. Galaxy Multimedia Limited was incorporated as Public Limited Company on 30, March 1999 under the Companies Act, 1956 in the name of Galaxy Digi Systems Ltd. The name was subsequently changed to Galaxy Multimedia Ltd from 5, October 1999. The Company has its registered office at 3A, Valecha Chambers, New Link Road, Andheri (West), Mumbai – 400 093. 
3.2. The Company is engaged in Production of Television Software/ Films, multimedia content and renders post production facilities. It also provides animation for Films, T.V. serials, Advertising films, Music shows, Music video and audios etc. The Company offers post production facilities like – Editing, Dubbing, Channel Ids, Film Promos, Voice Over etc.
3.3. The Company made its initial public offering through prospectus on 22, September 2000. The issued and subscribed share capital of the Company comprises 10,050,470 equity shares of Rs. 10/- each fully paid up aggregating Rs. 10,05,47,000 (Rupees Ten Crores Five Lacs Forty Seven Thousand Only) 
3.4. There are no partly paid up equity shares in GML.
3.5. There are no outstanding instruments in the nature of warrants / fully convertible debentures / partly convertible debentures etc. which are convertible into equity at any later date. 
3.6. There has been no merger / de-merger or spin off undertaken the Target Company during the past three years.
3.7. The equity shares of GML are listed on BSE and HSE. The equity shares of GML are infrequently traded on the both the aforementioned exchanges in terms of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997. There has been no trading of GML shares on HSE for the past 26 weeks prior to the date of Public Announcement.
3.8. The Company has been regular in complying with the provisions of the listing agreements entered into with the Stock Exchanges. The Company has been generally complying with the provisions of Chapter II of the SEBI (SAST) Regulations, 1997.

3.9. No penal action has been taken against the Company by BSE or HSE
3.10. As per the Audited figures for the year ended 31st March 2003, GML had a paid up equity share capital of Rs 1005.05 lacs and reserves of Rs Nil. Miscellaneous expenditure to the extent not written off was Rs 15.99 lacs and accumulated losses aggregated to Rs. 465.65 lacs. GML reported a total income of Rs. 91.15 lacs and reported a loss of Rs. 253.62 lacs during the same period. The Book Value per share for GML is Rs. 5.37.
3.11. As per the Annexure to the Auditors Report for the year ending 31st March 2003, GML is not a “Sick Industrial Company” within the meaning of Clause (o) of Sub-Section (1) of Section 3 of the Sick Industrial Companies (Special provisions) Act, 1985
4. Reasons for the Offer and Future Plans
4.1. This Offer is being made pursuant to Regulation 10 and 12 and other provisions of Chapter III and in compliance with the Regulations for the purposes of acquiring substantial voting rights in with change in control and management of the Target Company. 
4.2. The Acquirer does not intend to make any major change in the existing lines of business of GML. The Acquirer proposes to change the Board Of Directors of GML in future. The Acquirer does not have any intention to dispose of or otherwise encumber any assets of GML in the next two years from the date of closure of the Offer, except in the ordinary course of business of GML and except to the extent if so deemed necessary for the purpose of restructuring and/or rationalization of assets, investments, liabilities or otherwise of GML. It will be for the Board of Directors of GML to take appropriate decisions in these maters, as per the requirements of the business. Such decisions shall be in accordance with the laws and regulations applicable at that time. In case the Acquirer decides to sell, dispose, or otherwise encumber any substantial assets of GML, it shall do so with the prior approval of the shareholders in the General Body Meeting. 
4.3. The Target Company had availed credit facilities aggregating Rs 475 lacs from Bank of India, Andheri branch in February 2000. As on 31st March 2003, Rs. 272.78 lacs was outstanding. The repayment of two quarterly instalments including interest are in arrears. The acquirer Shri. Gordhan Tanwani, as part of the MoU entered with the Sellers, has agreed to provide security for the repayment/ reschedulement of the abovementioned outstanding term loan and interest thereon to the satisfaction of the bank. For the same, the Acquirer shall negotiate with the bankers. Consequently the Board of Directors may consider disposal of such assets of the Target company, to the extent required for discharging/ repaying/rescheduling these liabilities, but with the prior approval of the shareholders in a general meeting. 
4.4. Through the proposed takeover it is intended to develop business synergies with the existing business of the Acquirer and develop media & entertainment based business for GML with the expertise of the Acquirer. 
5. Statutory Approvals and Conditions of the Acquisition and Offer
5.1. The Offer is subject to the approval of the Reserve Bank Of India(RBI) under the Foreign Exchange Management Act, 1999 (FEMA) for acquiring shares tendered by non-resident shareholders including NRIs, OCBs FIIs and foreign shareholders under this Offer. There are no other Statutory Approvals envisaged to acquire equity shares that are tendered pursuant to this Offer. 
5.2. In case of delay in receipt of statutory approvals, SEBI has a power to grant extension of time to Acquirer for payment of consideration to shareholders, subject to Acquirer agreeing to pay interest for the delayed period as directed by the SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable.
5.3. Besides the above, as on date of this Public Announcement, no other statutory approval is required to acquire the Shares tendered pursuant to this Offer. The Acquirer will withdraw the Offer in the event the statutory approval indicated above is refused in terms of Regulation 27 of SEBI (SAST) Regulations.
6. Other Approvals:
A No Objection Certificate has been obtained by the Sellers from Bank of India for sale of their shares, due to the credit facilities advanced to the Company, as a result of the undertaking given to Bank of India for obtaining the credit facility of Rs. 475 lacs from the bank. 
7. Delisting Option to the Acquirer
7.1. Pursuant to this Offer, the public shareholding of GML shall not fall to 10% or below of the outstanding equity share capital of GML. However, if due to subsequent acquisitions of Shares from the open market or through negotiations or otherwise in compliance with the Regulations, the public shareholding of GML falls to 10% or below of the outstanding equity share capital of GML, then the Acquirer will ensure compliance with the guidelines specified by SEBI for delisting of securities.
8. Financial Arrangements
8.1. The total funds required to implement the Offer is Rs. 80,40,376/-(Rupees Eighty Lacs Forty Thousand Three Hundred & Seventy Six Only). In accordance with Regulation 28(1) of the Regulations the Acquirer has made a fixed deposit of Rs. 21,00,000 (Rupees Twenty One Lacs Only ) with IDBI Bank, Nariman Point branch, Mumbai 400021 being over 25% of the total consideration payable under the Offer, assuming full acceptances. And also created a lien over the said Fixed Deposit with IDBI Bank, in favor of the Managers to the Offer and have also authorised and empowered the Managers to the Offer, to instruct the said Bank to issue Cheques /demand drafts from the said deposit (escrow) account. The funds for the said purpose have been remitted by the Acquirer through normal banking channel. 
8.2. The Acquirer’s Chartered Accountant M/s Anil Sekhri & Co. vide their letter dated May 09,2003 have certified that firm arrangements for financial resources required to implement the offer is already being made by the Acquirer to fulfill his obligations in full under this Offer
8.3. The net worth of Shri. Gordhan Tanwani as on 31st March 2003 is Rs 1146 lacs, as certified by M/s. Anil Sekhri & Co., Chartered Accountants (Membership No. 81899) having their office at 23A, Krishna Kunj, Opp Millat Nagar, Off New Link Road, Andheri (West) Mumbai 400053, (Tel No.022-26329300 and Fax No.022-26391893) vide their certificate dated 28th April, 2003. 
8.4. The Manager to the Offer is satisfied about the ability of the Acquirer to implement the Offer as firm financial arrangement through verifiable means are in place to fulfill the Offer obligation.
9. Other Terms of the Offer
9.1. The Offer is NOT subject to any minimum level of acceptance and is an unconditional offer.
9.2. A Letter of Offer specifying the detailed terms and conditions of the Offer, together with a Form of Acceptance-cum-Acknowledgement will be mailed to the shareholders of GML whose names appear in the Register of Members of GML and the owners of the shares of GML whose names appear as beneficiaries on the records of the respective Depositories, at the close of business hours on Saturday 24th May 2003 (the “Specified Date) except the Acquirer and Sellers.
9.3. Each shareholder of GML to whom this Offer is being made, is free to offer his shareholding in GML whole or in part while accepting this Offer.
9.4. All shareholders registered or unregistered, except the Acquirer, and parties to the MoU, who own shares of GML, anytime before 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, No. of Shares held, No of shares offered, Distinctive Nos., Folio No., together with the original Share Certificate(s), valid transfer deeds and the original contract note issued by the registered share broker through whom they acquired their shares. No indemnity is required from the unregistered owners.
9.5. The equity shares of GML being tendered under this Offer should be free from all liens, charges and encumbrances. 
9.6. The acceptance of this Offer by the shareholder must be absolute and unconditional. Any acceptance, which is conditional or incomplete, is liable to be rejected.
9.7. Certain shareholders of the Company who are not party to the MoU are also promoters of the Target Company. Such shareholders will be entitled to offer their shareholding under the Offer. 
10. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
10.1. Shareholders of GML who wish to avail of this Offer should forward the under mentioned documents by registered post to the Registrars to the Offer or by hand delivery at the Collection Centre, on or before the close of business hours on Tuesday 29th July 2003 , in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement. Acceptance forms can also be obtained form the Registrars to the Offer on request and on production of sufficient proof towards ownership of shares of the Target Company.
10.2. In case of dematerialized shares, the Registrar is not bound to accept those offers, which have not yet been credited to the depository Account opened for this purpose on the closure of the Offer.
10.3. For Equity shares held in physical form:-
10.3.1. Registered Shareholders should enclose
10.3.1.1. Form of Acceptance cum Acknowledgement duly completed and signed. 
10.3.1.2. Original Share Certificate(s). 
10.3.1.3. Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with Mondkar Computers Pvt. Ltd. and duly witnessed at the appropriate place. 
10.3.2. Unregistered owners should enclose:
10.3.2.1. Form of Acceptance cum Acknowledgement duly completed and signed. 
10.3.2.2. Original Share Certificate(s). 
10.3.2.3. Original broker contract note. 
10.3.2.4. Valid Share Transfer form(s) as received from the market. The details of buyer should be left blank failing which the same will be invalid under the Offer. All other requirements for valid transfer will be preconditions for valid acceptance.
10.3.3. Unregistered owners should not sign the transfer deed and the transfer deed should be valid for transfer. Alternatively, the Letter of Offer and Form of Acceptance cum Acknowledgement will be available on SEBI’s Website : www.sebi.gov.in, from the Offer Opening Date. The eligible persons can download the Form of Acceptance cum Acknowledgement from the SEBI’s Website and apply in the same. 
10.3.4. Non Receipt of Letter of Offer: In case of non-receipt of the Letter of Offer, the eligible person may send their application / consent in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of Shares held, No of shares offered, Distinctive Nos., Folio No., together with the documents as mentioned above so as to reach the Registrar to the Offer on or before the closure of the Offer i.e. Tuesday 29th July 2003.
10.4. For equity shares held in dematerialized form:
10.4.1. Form of Acceptance cum acknowledgment duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository.
10.4.2. Photocopy of the delivery instruction in "off-market" mode or counterfoil of the delivery instruction in "off-market" mode, duly acknowledged by the relevant Depository Participant (DP).
10.4.3. For each delivery instruction, the beneficial owner should submit separate Form of Acceptance 
10.4.4. The Registrar to the Offer has opened a special depository account with HBFC Bank Ltd.. named “MCPL Escrow Account Open Offer –GML “ . The DP ID is IN 300476 and Beneficiary ID is 40488232.

10.4.5. The share certificate, share transfer form and the Form of Acceptance should be sent only to the Registrar to the Offer and NOT to GML or the Acquirer or the Manager to the Offer. 
10.5. In case of non-receipt of the Letter of Offer, the beneficial owners may send their application / consent in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of Shares held, No of shares offered, DP Name, DP ID, beneficiary account number and a photocopy of the delivery instruction in “off-market” mode duly acknowledged by the DP, in favor of a special depository account, the details of which are mentioned above, so as to reach the Registrar to the Offer on or before the closure of the Offer i.e. Tuesday 29th July 2003.
10.6. Non-Resident shareholders should also enclose copy of permission received, if any, from RBI for the shares held by them in GML.
10.7. The Form of Acceptance and Acknowledgment along with the share certificate(s), signed transfer form(s) and other documents should be submitted at the Collection Center given below:

10.8. Applicants who can not hand deliver their documents at the Collection Center referred above, may send the same by Registered Post, at their own risk and cost, to the Registrar to the Offer.
10.9. If the number of shares offered by the shareholders are more than the Offer size, then the acquisitions from each shareholder will be as per Regulation 21 ( 6 ) of The Regulations on proportional basis in such a way that the acquisitions from a shareholder shall not be less than the marketable lot or the entire holding if it is less than the marketable lot. In case number of shares offered by the shareholders are up to 20 % of the total voting equity share capital of Galaxy Multimedia Limited then, the Acquirer will accept all the shares offered irrespective of marketable lot. Marketable lot for the Company is 100 equity shares.
10.10. The Registrar to the Offer will hold in trust the shares / share certificates, Form of Acceptance cum Acknowledgement, if any, and the transfer form/s on behalf of the shareholders of GML who have accepted the Offer, till the cheques / drafts for the consideration and/or the unaccepted shares / share certificates are despatched / returned.
10.11. Payment of consideration will be made by account payee cheque/demand draft and sent by registered post, to the address of the first shareholder(s) /unregistered owner(s) and at their sole risk whose shares/ share certificates and other documents are found in order and accepted by Acquirer. All cheques/ demand drafts will be drawn in the name of the sole/first holder, in case of joint registered holders and in the name of unregistered owner in case the shares are not registered. The intimation regarding the acceptance or rejections of the shares and corresponding payment for the acquired shares and/or share certificates, transfer forms etc. for the rejected shares will be despatched to the shareholders by Registered Post latest by Wednesday 27th August, 2003 at the sole risk of the first shareholder / unregistered owner.
10.12. In case of delay in receipt of statutory approvals, SEBI has a power to grant extension of time to Acquirer for payment of consideration to shareholders, subject to Acquirer agreeing to pay interest for the delayed period as directed by the SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable.
10.13. Unaccepted / withdrawn Share Certificates, share transfer forms and other documents, if any, will be returned by Registered Post to the address of the first/sole shareholders'/unregistered owner(s) at their sole risk. Shares held in dematerialized form, to the extent accepted or withdrawn, will be credited back to the beneficial owners depository account with the respective depositary participant as per details furnished by the beneficial owner in the form of Acceptance –cum-Acknowledgement on closure.
11. Schedule of some of the major activities in respect of the Offer is given below:

12. General
12.1. The Acquirer is permitted to upward revise the Offer Price anytime up to seven working days prior to the closing of the Offer.If there is any upward revision in the Offer Price till the last date of revision viz. Friday 18th July, 2003, (being 7 working days prior to the closure of the Offer) or withdrawal of the Offer, the same would be informed by the Acquirer by way of Public Announcement in the same newspapers where the original Public Announcement had appeared. Such revised Offer Price would be payable to all the shareholders who have tendered their shares anytime during the Offer and have been accepted under the Offer.
12.2. In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, shareholders desirous of withdrawing their acceptances tendered in the Offer can do so up to three working days prior to the date of Closure of the Offer The withdrawal option can be exercised by submitting the document as per the instruction below, so as to reach the Registrar to the Offer at any of the collection centre mentioned above as per the mode of delivery indicated therein on or before Thursday 24th July,2003. The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed in the Letter of Offer. The shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at the collection centre mentioned in the Letter of Offer or above as per the mode of delivery indicated therein on or before the last date of withdrawal.
12.3. The withdrawal option can be exercised by submitting the Form of Withdrawal enclosing with it Copy of the Form of Acceptance-cum-Acknowledgement/Plain paper application submitted and the Acknowledgement slip. In case of non receipt of Form of Withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details: — In case of physical shares: name, address, distinctive numbers, folio number, share certificate number, number of shares tendered, date of tendering the shares — In case of dematerialized shares: name, address, number of shares tendered, DP name, DP ID, date of tendering the shares, beneficiary account number and a photocopy of the delivery instructions in “off market” mode or counterfoil of the of the delivery instruction in “off market” mode, duly acknowledged by the DP, in favour of the “Mondkar Computers a/c for Galaxy Multimedia Open Offer”.
12.3.1. The withdrawal of Shares will be available only for the Share certificates / Shares that have been received by the Registrar to the Offer or credited to the Special Depository Escrow Account.
12.3.2. The intimation of returned shares to the Shareholders will be sent at the address as per the records of GML / Depository as the case may be.
12.3.3. In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required to be split, the same will be returned on receipt of share certificates from GML. The facility of partial withdrawal is available only to Registered shareholders.
12.4. If there is a competitive bid:
12.4.1. The public offers under all the subsisting bids shall close on the same date.
12.4.2. As the Offer Price can not be revised during seven 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.
12.5. Pursuant to Regulation 13 of SEBI (SAST) Regulations, the Acquirer has appointed Centrum Finance Limited as Manager to the Offer.
12.6. The Acquirer accepts responsibility for the information contained in this Public Announcement and also for the obligations of the Acquirer as laid down in the SEBI (SAST) Regulations.
12.7. Neither the Acquirer nor GML or its Directors have been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act.
12.8. The public announcement will become available on the SEBI website – www.sebi.gov.in. Eligible persons to the Offer may also download a copy of the Letter of Offer and the Form of Acceptance-cum-Acknowledgement, which will be available on SEBI’s website from the Offer opening date i.e. Monday 30th June 2003 and apply using the same.

REGISTRAR TO THE OFFER  Mondkar Computers Pvt. Ltd. 21, Shakil Niwas, Mahakali Caves Road,  Andheri (East), Mumbai – 400 093 Tel: 2836 6620 Fax: 2821 1996 Email: mcplrt@bom7.vsnl.net.in SEBI Regn: INR000000114 Contact Person: Mr. Ravindra Utekar
	MANAGER TO THE OFFER  Centrum Finance Limited 10th Floor, Eucharistic Congress Building III, 5, Convent Street, Colaba, Mumbai-400 039. Tel: 022 - 22023838 Fax: 022-22046096 E-mail: galaxyopenoffer@centrum.co.in SEBI Regn: INM 000010445 contact Person: Vijay Bhatia