ABOUT
LEGAL
ENFORCEMENT
FILINGS
REPORTS
STATUS
- Cause List
- Processing Application Status
MEDIA

Home

Back

LETTER OF OFFER

"This Document is important and requires your immediate attention."

This Letter of Offer ("LOO") is sent to you as a shareholder of AHMEDNAGAR FORGINGS LIMITED ("AFL"). If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or the Manager / Registrar to the Offer. In case you have recently sold your shares in the Company, please hand over this LOO and the accompanying Form of Acceptance cum Acknowledgement and Withdrawal ("FOA") & Transfer Deed ("TD") to the Member of Stock Exchange through whom the said sale was effected.

AMTEK AUTO LIMITED

Registered Office : Plot No # 16, Industrial Estate, Rozka-Meo (Sohna), Distt. Gurgaon (Haryana)

Phone No. (0124) 6362456, 6362140, Tel./ Fax No. (0124) 6362454, Email : aal1@satyam.net.in

Corporate Office : 4, Bhanot Apartments, Local Shopping Centre, Pushpa Vihar, New Delhi � 110 062

Phone No. (011) 6092281-84, Fax No. (011) 6084554/ 6087867, Email : amtek@satyam.net.in

MAKES A CASH OFFER AT Rs. 34.50/- PER EQUITY SHARE ("OFFER PRICE")

Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers), Regulations, 1997 and subsequent amendments thereof ["SEBI (SAST) Regulations"]

TO ACQUIRE BY TENDER UPTO 16,00,000 FULLY PAID-UP EQUITY SHARES ("OFFER")

Representing 20% of the voting capital of

AHMEDNAGAR FORGINGS LIMITED

Registered Office : "AFL House", 347-A, Off Dhole Patil Road, Pune � 411 001.

Tel No. : [020] 6122220 Fax No. : [020] 6139777 Email : aflpune@vsnl.com

ATTENTION:

Amtek Auto Limited ("AAL" or "Acquirer") will acquire shares tendered by non-resident shareholders, under the "Offer", subject to Reserve Bank of India ("RBI") approval under Foreign Exchange Management Act, 1999 ("FEMA"). On closure of the Offer, the Acquirers on behalf of such non-resident shareholders would make the requisite application to RBI to obtain permission under FEMA to enable AAL to acquire the shares. As on date there are no other statutory approvals required to implement the offer.
Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement ("PA") / LOO, can withdraw the same upto three working days (i.e. 30^th December, 2002 (Monday)), prior to the date of the closure of the Offer.
AAL reserves the right to revise the Offer Price in terms of Regulation 26 of the SEBI (SAST) Regulations any time during the tenure of the Offer upto 7 working days prior to the date of close of the Offer (i.e. 23^rd December, 2002 (Monday)), or to withdraw the Offer in terms of Regulation 27 of the SEBI (SAST) Regulations. If there is any upward revision in, or withdrawal of, the Offer by AAL, the same shall be notified by way of a Public Announcement in the same newspapers where the original Public Announcement had appeared. If the Offer Price is revised upward, such revised price will be payable to all shareholders who have tendered their shares at any time during the tenure of the Offer to the extent to which their tenders have been accepted by AAL.
If there is a 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 (i.e., 24^th December, 2002 (Tuesday) to 2^nd January, 2003 (Thursday), 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.

The procedure for acceptance is set out in Section 8 of this LOO. A FOA and a Transfer Deed are enclosed with this LOO.

A copy of PA, LOO and FOA would also be available on SEBI�s website www.sebi.gov.in. The FOA can be downloaded and used as an application.

All future correspondence, if any, should be addressed to either the Manager to the Offer or the Registrar to the Offer at their following addresses :

MANAGER TO THE OFFER

REGISTRAR TO THE OFFER

SMIFS CAPITAL MARKETS LIMITED
805, Antriksh Bhawan

22, K. G. Marg

New Delhi � 110 001.

Tel : (011) 3352192 / 3

Tel./ Fax (011) 3350223

Email : smifsdel@vsnl.com

Contact Person : Mr. V. Swaminathan

RCMC Share Registry (P) Ltd.

1515-1^st Floor, Bhisham Pitamah Marg

Kotla Mubarakpur (Near South Extn.)

New Delhi - 110 003.

Tel. : (011) 4692346/ 4601017 / 4649720

Fax. : (011) 4692345

Email : rcmc@theoffice.net

Contact Person: Mr. P. L. Gupta

OFFER OPENS ON 4^th December, 2002 (Wednesday)

OFFER CLOSES ON 2^nd January, 2003 (Thursday)

Schedule of Major Activities of the Offer

Activity	Day and Date
Public Announcement Date	15^th October, 2002 (Tuesday)
Specified Date	19^th October, 2002 (Saturday)
Date by which LOO to be despatched to shareholders	25^th November, 2002 (Monday)
Date of Opening of the Offer	4^th December, 2002 (Wednesday)
Date of Closing of the Offer	2^nd January, 2003 (Thursday)
Last date for revising the Offer Price/ Number of Shares	23^rd December, 2002 (Monday)
Last Date for Competitive Bid	5^th November, 2002 (Tuesday)
Last Date of withdrawal by shareholders	30^th December, 2002 (Monday)
Date by which acceptance / rejection would be intimated and the corresponding payment for the acquired shares and / or the share certificates (in case of physical mode) for the rejected share will be dispatched / instructions for credit to the beneficial owners' depository account will be issued for shares in demat mode which have been rejected in full or part.	01^st February, 2003 (Saturday)

TABLE OF CONTENTS
Sr. No.	Subject	Page No.
1.	Disclaimer Clause	1
2.	Details of the Offer	1-3
3.	Background of the Acquirer � Amtek Auto Limited	4-7
4.	Disclosure in terms of Regulation 21(3)	7
5.	Background of Target Company � Ahmednagar Forgings Limited	7-9
6.	Offer Price and Financial Arrangements	9-12
7.	Terms and Conditions of the Offer	12-13
8.	Procedure for Acceptance and Settlement of the Offer	13-15
9.	Documents for Inspection	15-16
10.	Declaration by the Acquirer � Amtek Auto Limited	16

DEFINITIONS
AAL / Acquirer	Amtek Auto Limited
AFL / Target Company	Ahmednagar Forgings Limited
ASE	The Ahmedabad Stock Exchange
BoD	Board of Directors
BSE	The Stock Exchange, Mumbai
CDSL	Central Depository Services (India) Limited
DSE	The Delhi Stock Exchange Association Limited
DP	Depository Participant
Eligible Persons for the Offer	All owners (registered and unregistered) who own the shares of Ahmednagar Forgings Limited anytime before the closure of the Offer (except the acquirer and parties to MoU/ Agreement)
FEMA	Foreign Exchange Management Act, 1999
FOA / Form of Acceptance	Form of Acceptance cum Acknowledgement and Withdrawal
LOO / Offer Document	Letter of Offer
Manager / Manager to the Offer / Merchant Banker to the Offer / SCML	SMIFS Capital Markets Limited
MoU	Memorandum of Understanding
NSDL	National Securities Depository Limited
NSE	National Stock Exchange of India Limited
Offer	Offer for acquisition of upto 16,00,000 equity shares of face value of Rs.10/- each of Ahmednagar Forgings Limited representing 20% of the voting capital by Amtek Auto Limited
Offer Price	Rs. 34.50/- per fully paid-up equity share of Ahmednagar Forgings Limited
PA	Public Announcement dated 15^th October, 2002
PACs	Persons Acting in Concert
PSE	Pune Stock Exchange
RBI	Reserve Bank of India
Registrar / Registrar to the Offer / Collection Centre / RCMC	RCMC Share Registry (P) Ltd.
SEBI	Securities and Exchange Board of India
SEBI (SAST) Regulations / Regulations / Takeover Regulations	Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof.
Sellers	Promoters of Ahmednagar Forgings Limited
Shares	Fully paid-up equity shares of face value of Rs.10/- each of Ahmednagar Forgings Limited
Specified Date	Date for the purpose of determining the names of Shareholders, as appearing in the Register of Members of Ahmednagar Forgings Limited or the beneficial records of the Depositories, to whom the Letter of Offer is to be sent, i.e. 19^th October, 2002

DISCLAIMER CLAUSE

"IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF AHMEDNAGAR FORGINGS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER OR THE COMPANY WHOSE SHARES / CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, SMIFS CAPITAL MARKETS LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 26^thOctober, 2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER) REGULATIONS, 1997 AND SUBSEQUENT AMENDEMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAYBE REQUIRED FOR THE PURPOSE OF THE OFFER."

DETAILS OF THE OFFER
1. Background of the Offer
  1. Amtek Auto Ltd. (AAL), a Company incorporated under the Companies Act, 1956, is making this Open Offer pursuant to Regulations 10 and 12 of the SEBI (SAST) Regulations, 1997 with the objective of substantial acquisition of shares and voting rights accompanied with change in control / management.
  2. AAL on 10^th October, 2002 acquired 11,83,790 fully paid-up Equity Shares of Rs.10/- each of AFL representing 14.80% of its Issued, Subscribed & Paid-up Equity Share Capital for cash at a price of Rs. 34.50 (Rupees Thirty-four and Paise Fifty only) per share from promoters, their friends, relatives and associates on a spot delivery basis. Further, AAL entered into a MoU with the promoters of AFL on 10^th October, 2002 to acquire from them 24,57,660 fully paid-up Equity Shares of Rs 10 each representing 30.72% of the issued, subscribed & paid-up capital (the acquisition) for cash at a price of Rs. 34.50 (Rupees Thirty-four and Paise Fifty only) per share (the negotiated price).
    
    AAL has not acquired shares of AFL in the last twelve months nor holds any shares in AFL as on the date of the PA except for the acquisition of 11,83,790 equity shares as mentioned aforesaid. Further, the Directors of the AAL have not acquired any shares of AFL over the past twelve months nor hold any shares in AFL as on date of PA.
  3. AAL has entered into a MoU with the promoters of AFL ("Sellers") on 10^th October, 2002 to acquire from them 24,57,660 fully paid-up Equity Shares of Rs 10 each representing 30.72% of the Issued, Subscribed & Paid-up capital for cash at a price of Rs. 34.50 (Rupees Thirty-four and Paise Fifty only) per share with the objective of substantial acquisition of shares and voting rights accompanied with change in control / management. Some of the special features of the MoU/ Agreement are given below :

Subject to compliance of all applicable provisions of law including the SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and amendments thereto, the sellers shall sell and acquirers shall purchase 24,57,660 (Twenty Four Lacs Fifty Seven Thousand Six Hundred Sixty only) fully paid up equity shares, of Rs. 10/- (Rupees Ten only) i.e. 30.72% (approximately) of the fully paid up equity held by the sellers in AFL, for Rs. 34.50 (Rupees Thirty-four and Fifty Paise only) per share aggregating to Rs. 8,47,89,270/- (Rupees Eight Crores Forty-seven Lacs Eighty-nine Thousand Two Hundred Seventy only). In case of any non-compliance of any provisions of the Regulations the agreement for sale shall not be acted upon by the seller or the acquirer.
The parties to the Agreement agree that they shall take all necessary steps to ensure that all the personal guarantees/ bonds of the sellers issued to any financial institution, banks, lenders, and statutory authorities, are released at the earliest.
Acquirer has agreed to purchase the shares of AFL on the basis of the financial statement for the year ending 31^st March, 2002 and disclosures made. Incase any liability being fastened on to the Company, for the period prior to the change in the management, on account of any misstatement in the disclosure or any known, determined and undisclosed liability except to the extent disclosed in the financial statement or disclosed during the due diligence in the documents given by the seller to the acquirer or acquired by the acquirer in the process of the due diligence, the seller shall indemnify the company against such liabilities.
In case of any claim being made on the company or a claim being made on the acquirer within a period of three years from the signing of this Agreement, for the period prior to the change of management, the company/ acquirers as the case may be shall within 30 (Thirty) days only thereof, inform the sellers of the same, and the sellers shall fully cooperate in contesting such claim. However, in the case of such a claim crystallizing into a liability payable by the company/ acquirers, and any appeal regarding the same not succeeding, the sellers shall reimburse the company/ acquirer. It is clarified that the seller shall not be responsible if the losses/ liability arise due to any change in legislation relating to the period prior to the signing of the Agreement.
During the period between the signing of the Agreement and the change of management, the sellers shall take necessary steps for :

smooth running of the business and to ensure that there in no material adverse effect in the finances of AFL;
maintains its fixed assets and long term liabilities, working capital limits, investments at substantially the same levels as on 30^th June 2002;
preserve reputation and customer - client relation of AFL and maintain all contracts documents and agreements;
sellers shall refrain from making any representation or promise, oral or written or amending or granting any new contracts, salaries, wages, benefits, perquisites, loans or other compensation to any officer director or employee or AFL;
sellers shall refrain the Company from assuming, entering into, amending, altering, or terminating any labour or hiring any officer, director, employee, or other representative of AFL;
sellers shall refrain from authorizing or issuing any shares of its share capital or other securities or entering into contract or granting any option warrant or right calling for the authorization or issuance or any such shares or other securities;
sellers shall cause AFL to restrain, except in the ordinary course of business, from:

Disposing of any assets of AFL and from permitting any of such assets to be subjected to any liens.
Selling any part of the operation or business of AFL to any third party.
Entering into any contracts permitting any person other than AFL to carry on its business operations;

Each of the parties to the Agreement, agrees to give in good faith full assistance and cooperation to the other as may be reasonably required to fulfill its obligations under the Agreement and to complete the said transaction to comply with the applicable provisions of law and the parties agree to do execute and perform all such further acts, deeds or things as may be reasonably required by the other party in this connection.

The details of seller(s), name, complete addresses (including phone nos. / fax number etc.) the number of shares to be sold and shares as a percentage to the paid up capital of AFL are given below :

Sr. No.	Name & Address of Seller(s) Phone/ Fax No.	No. of shares to be sold	Percentage to the paid up capital of AFL
1.	Mr. U. V. Patel Shrushti, Bunglow No. 10 & 11, Mantri Kishore Park, Bhonsle Nagar, University Road, Pune � 411 005. Phone # (020) 5538923	9,25,780	11.57
2.	Mrs. M. U. Patel w/o Mr. U. V. Patel Shrushti, Bunglow No. 10 & 11, Mantri Kishore Park, Bhonsle Nagar, University Road, Pune � 411 005. Phone # (020) 5538923	4,59,540	5.74
3.	Mr. J. S. Mody Saurabh, Mahavir Nagar, Savedi Road, Ahmednagar � 414 001 Phone # (0241) 326138/ 323278	1,71,540	2.14
4.	Mrs. K J. Modi w/o Mr. J. S. Mody Saurabh, Mahavir Nagar, Savedi Road, Ahmednagar � 414 001 Phone # (0241) 326138/ 323278	1,70,850	2.13
5.	Mr. R. L. Soni 20, Dream Land Society, Mulund (West), Mumbai � 400 080. Phone # (022) 5617659	2,48,960	3.11
6.	Mrs. P. R. Soni w/o. Mr. R. L. Soni 20, Dream Land Society, Mulund (West), Mumbai � 400 080 Phone # (022) 5617659	1,02,600	1.28
7.	Ms. C. U. Patel d/o Mr. U. V. Patel Shrushti, Bunglow No. 10 & 11, Mantri Kishore Park, Bhonsle Nagar, University Road, Pune � 411 005. Phone # (020) 5538923	1,79,900	2.24
8.	Ms. K. U. Patel d/o Mr. U. V. Patel Shrushti, Bunglow No. 10 & 11, Mantri Kishore Park, Bhonsle Nagar, University Road, Pune � 411 005. Phone # (020) 5538923	1,98,490	2.48
Total		24,57,660	30.72

The proposed change in control / management is through MoU / Agreement, the salient features have been enumerated in 2.1.3 above.
Based on the information available, AAL has not been prohibited by SEBI from dealing in securities in terms of directions issued under Section 11B of SEBI Act. Also based on the information available, AFL and sellers have also not been prohibited by SEBI from dealing in securities in terms of directions issued under Section 11B of SEBI Act.
After completion of the Offer, AAL intends and reserves the right to nominate their representatives on the Board of Directors of AFL. However, the names of such representatives have not yet been finalized.

Details of the proposed Offer

The Public Announcement dated 15^th October, 2002 was made in the following newspapers all on 15^th October, 2002, in accordance with Regulation 15 of the SEBI (SAST) Regulations, 1997:

Publication

Edition

Business Standard (English National Daily)

All Editions

Vir Arjun (Hindi National Daily)

Delhi

Kesari (Marathi Daily)

Pune

Tarun Bharat (Marathi Daily)

Mumbai

The Public announcement is also available on the SEBI website at www.sebi.gov.in.

AAL is making this Open Offer to acquire up to 16,00,000 fully paid-up Equity Shares of Rs.10/- each representing 20% of the voting capital of AFL from its existing shareholders at a price of Rs. 34.50 (Rupees Thirty-four and Paise Fifty only) per equity share ("Offer Price") payable in cash.
AFL does not have any partly paid equity share.
There is no differential pricing, in accordance with explanation (iii) to Regulation 20(11).
This Offer is not a competitive offer.
This is not a conditional Offer and this offer is not subject to any minimum level of acceptance.
The Acquirer has not acquired any shares of AFL after the date of PA and up to the date of this LOO.

Object of the Acquisition / Offer
1. AAL, who is already into auto ancillary business especially machined auto parts, intends to source ferrous forgings from AFL for itself, thereby increasing the capacity utilization of AFL. This acquisition would also provide AAL an opportunity to establish manufacturing presence in Western India, which has a number of auto companies, which are being catered to by AFL as an OEM. With this mind, AAL has acquired 11,83,790 shares representing 14.80% of the Voting rights of the AFL from the promoter, their friends and associates and further, they have also entered into a MoU with the promoters of the target company to purchase another 24,57,660 equity shares representing 30.72% of the Voting Capital of the AFL and acquire Management control. The acquirer is now making an Open Offer with the objective of Substantial acquisition of shares and voting rights accompanied with change in control / management and to comply with SEBI (SAST) Regulations, 1997.

BACKGROUND OF THE ACQUIRER � AMTEK AUTO LIMITED

Information about the Acquirer Company

Amtek Auto Limited (AAL), is a company incorporated under the Companies Act, 1956, having its Registered Office at Plot No # 16, Industrial Estate, Rozka-Meo (Sohna), Distt. Gurgaon (Haryana) and Corporate Office at 4, Bhanot Apartments, Local Shopping Centre, Pushp Vihar, New Delhi � 110 062.

There are no persons acting in concert/ deemed to be acting in concert with AAL for the purpose of this acquisition.

AAL has not entered into any agreement with anyone in this regard.

Amtek Auto Limited was originally incorporated under the Companies Act, 1956 in the name and style of A. M. Metal Cast Limited on 3^rd October, 1985 and subsequently, changed its name to its present name - Amtek Auto Limited on 12^th November, 1987. A brief history and major areas of operations of the company are as follows :

AAL is engaged in manufacturer of connecting rods assemblies and other engine components. AAL is one of the largest manufacturer of Connecting Rod Assemblies in the country and OEM supplier of connecting rod assemblies to Maruti Udyog Limited (MUL). AAL has facilities for the manufacture of connecting rod assemblies (2 wheelers & 4 wheelers), knuckles, gear pinion etc. at Gurgaon and Sohna, Haryana and a forging unit at Gurgaon. The company has a unit near Bangalore to manufacture engine assemblies including pinion assemblies, connecting rod assemblies, knuckles and sheet metal components. AAL has a technical collaboration agreement with Aizen Company Ltd., Japan, which is a leading manufacturer of connecting rod assemblies in the world. AAL also supplies connecting rods to Maruti Udyog Ltd, Eicher Ltd. (for Tractors), New Holland Tractors Ltd., John Deere, Hero Honda Motors, LML, Escorts Ltd. etc.

AAL is the flagship company of the Amtek group, promoted by Mr. Arvind Dham. Mr. Dham, B.Arch from Punjab University, Chandigarh and M Arch from State University of New York (SUNY), Buffalo, USA, has fifteen years of work experience in Auto Ancillary business.

The applicable provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 has been complied with by the Acquirer.

The shareholding pattern of AAL as on 14^th October, 2002 is as under

Sl. No.	Shareholder�s Category	No. of Shares held	% of Shares held

1.	Promoters	52,27,440	67.47%
2.	FIIs / Mutual Funds / FIs / Bank	2,90,640	3.75%
3.	Public	22,29,373	28.78%
	TOTAL	77,47,453	100.00%

Total Paid up capital is Rs. 774.74 Lacs as on the date of this LOO.

The names and addresses of the Directors on the Board of Directors of AAL is as under :

Name	Address
Mr. Arvind Dham	B � 7, Geetanjali Enclave, New Delhi � 110 017.
Mrs. Anita Dham	B � 7, Geetanjali Enclave, New Delhi � 110 017.
Mr. J. S. Pal	203, Badrinath, Plot No. 1, Shivpuri Complex, Sion, Trombay Road, Chembur, Mumbai � 400 071.
Mr. Rajiv Thakur	D � 137, Defence Colony, New Delhi � 110 024
Mr. Sanjay Chhabra	S � 183, Panchshila Park, New Delhi � 110 016
Mr. B. Lugani	11, Commercial Complex, Gulmohar Enclave, New Delhi � 110 049.
Mr. D. S. Malik	573, Sector � 29, NOIDA � 201 303 (U.P.)

None of the above directors are on the Board of AFL.

The shares of AAL are listed on Stock Exchange(s) at Delhi (Regional), Ludhiana, Chennai, Mumbai & is also traded under the permitted category on NSE.
The total paid up capital of AAL as on the date of PA comprises 77,47,453 Equity Shares of Rs.10/- each fully paid-up. The market price of AAL was Rs. 395.05 as on 10^th October, 2002 on BSE (Source: The Economic Times dated 11^th October, 2002).
The brief audited financial details indicated at 3.1.12 below has been disclosed after making the following adjustments in the audited financial statements wherever quantification is possible :
1. There was no adjustments / rectification for incorrect accounting policies or failures to make provisions or other adjustments, which has resulted in audit qualifications.
2. There was no material amounts relating to adjustments for last three years, which can be identified and adjusted in arriving at profits of the years to which they relate.
3. There has been no change in accounting policy during the last three years.
4. The statement of profit or loss has been computed after considering extraordinary items.
5. The statement of assets and liabilities has been prepared after deducting the balance outstanding on revaluation reserve account from both fixed assets and reserves and the net worth has been arrived at after such deduction.

Brief audited financial details of AAL :

(Amount Rs. In Lacs)

Profit & Loss Statement

For the period from 1-4-2002 to 30-6-2002

(Unaudited)

Year Ended 31^st March 2002

(Audited)

Year Ended 31^st March 2001

(Audited)

Year Ended 31^st March 2000

(Audited)

Income from operations

7,133.00

22,091.83

13,861.47

8,887.84

Other Income

74.00

224.87

163.63

113.93

Total Income

7,207.00

22,316.70

14,025.10

9,001.77

Total Expenditure.

5,388.00

16,423.20

9,770.60

6,428.63

Profit Before Depreciation, Interest and Tax

1,819.00

5,893.50

4,254.50

2,573.14

Depreciation

588.00

1,815.30

1,213.80

822.48

Interest

483.00

1,589.70

1,279.60

754.25

Profit Before Tax

748.00

2,488.50

1,761.10

996.41

Provision for Tax

59.00

187.60

146.50

91.00

Profit After Tax

689.00

2,300.90

1,614.60

905.41

Provision for Deferred Tax

N.A.

682.60

0.00

0.00

Profit after Deferred Tax

N.A.

1,618.30

N.A.

N.A.

Balance Sheet Statement

For the period from 1-4-2002 to 30-6-2002

(Unaudited)

Year Ended 31^st March 2002

(Audited)

Year Ended 31^st March 2001

(Audited)

Year Ended 31^st March 2000

(Audited)

Sources of funds

Paid up Equity Share Capital

774.75

774.70

697.52

627.52

Advance against Share Application

1,000.00

0.00

100.00

2,044.85

Preference Share Capital

2,805.80

1,805.80

975.00

525.00

Reserves & Surplus (Excluding Revaluation Reserves)

14,406.60

13,717.60

8,853.64

5,553.89

Shareholders funds

18,987.15

16,298.10

10,626.16

8,751.26

Secured loans

10,793.25

9,539.80

7,050.14

6,060.93

Unsecured loans

3,389.72

3,375.70

517.30

595.71

Total

33,170.12

29,213.60

18,193.60

15,407.90

Uses of funds

Net fixed assets

20,909.76

19,727.10

14,260.33

12,381.55

Investments

3,205.70

2,867.70

465.73

480.30

Net current assets

8,923.15

6,493.20

3,316.40

2,461.95

Total miscellaneous expenditure not written off

131.51

125.60

151.14

84.10

Total

33,170.12

29,213.60

18,193.60

15,407.90

Other Financial Data

For the period from 1-4-2002 to 30-6-2002

(Unaudited)

Year Ended 31^st March 2002

(Audited)

Year Ended 31^st March 2001

(Audited)

Year Ended 31^st March 2000

(Audited)

Dividend (%)

N.A.

20%

20%

20%

Earning Per Share (Rs.)

8.89

26.92

21.52

13.25

Net Worth

15,049.84

14,366.70

9,400.25

6,097.31

Return on Networth (%)

18.32*

15.87

15.97

13.64

Book Value Per Share (Rs.)

194.27

185.44

134.73

97.17

* annualised

Note : The Board of AAL at its meeting held on 3^rd August, 2002 has recommended issue of Bonus Shares in the ratio of 1 share for every share held. The same has been ratified by the Shareholders at the Annual General Meeting held on 30^th September, 2002.

There are no Person(s) Acting in Concert (PACs). The details of other group companies of Amtek Group are as under :

Amtek India Ltd., manufactures of gear shifter forks and yokes (transmission components) with manufacturing facility at Gurgaon and Bhiwadi. As a backward integration, the company set up a Castings unit at Bhiwadi, Rajasthan. The Company�s Foundry Division caters to the captive demand for high grade SG and Grey Iron castings for automotive applications. The major products manufactured at Amtek India include fully finished castings of a wide variety of transmission and suspension components for various automotive applications.
Amtek Siccardi India Limited, located at IMT Manesar, near Delhi for manufacturing Crankshafts, has a technical collaboration with Atelier de Siccardi of France. The plant is equipped with world-class machines which include the largest Unipro 90 version German HELLER Pin and Journal Internal Milling machine and a Japanese 9-axis CNC TOYODA Grinder, besides other allied equipment required for manufacturing Crankshafts.
Benda Amtek Ltd., is a joint venture between Benda Kogyo Limited of Japan and AAL. The Company has also equity participation from IFCI Venture Capital Ltd. The JV has established itself as one of the largest manufacturer of Flywheel Ring Gears and assemblies in India. The manufacturing plant is equipped with modern production facilities, which include some special Benda Kogyo patented machines imported from Japan and Korea.
WHF Precision Forgings Limited., formerly Wesman Halverscheidt Forgings Ltd., a company registered under Board of Industrial and Financial Reconstruction (BIFR), was acquired by the Amtek Group under a scheme of rehabilitation submitted by ICICI to BIFR in May, 2001. The Company is engaged in the manufacturer of precision forgings at it plant located at Mandideep, Dist. Raisen, near Bhopal, Madhya Pradesh.
Amtek Castings India Limited, formerly known as Indsil Auto Components Limited, was acquired by the Amtek Group from Indsil Group in April, 2002. The Company at its factory located at Coimbatore, Tamil Nadu, manufacturers Grey and Nodular Castings.

Brief details of the above companies are given below :

(Rs. in lacs)


Name of the Company	Amtek India Ltd.	Amtek Siccardi India Limited	Benda Amtek Ltd.	WHF Precision Forgings Limited	Amtek Castings India Ltd.
Date of Incorporation	2^nd December, 1983	15^th April, 1997	12^th July, 1995	24^th June, 1985	14^th November, 1996
Nature of Business	Manufacturer of transmission components and Castings	Manufacturer of Crankshafts	Manufacturer of Flywheel Ring Gears and assemblies	Manufacturer of precision forgings	Manufacture of grey and nodular castings
Equity Capital,	1,184.00	700.00	932.87	400.00	606.27
Advance against Share Application Money	- NIL -	- NIL -	1,264.14	- NIL -	- NIL -
Reserves (*)	9,467.00	2,836.69	1,927.33	10.04	- NIL -
Total Income	13,997.30	5,188.68	3,876.85	1508.87	516.01
Profit After Tax (PAT)	1,791.00	564.11	486.65	(434.29)	(167.15)
Earnings Per Shares (EPS)(Rs.)	16.05	8.06	5.22	-	-
Net Asset Value (NAV)	93.82	50.34	30.58	-	7.23

(*) Excluding revaluation reserves

Note : 1> The financials of Benda Amtek Ltd and WHF Precision Forgings Ltd. are as on 30^th June, 2001.

2> The financials of Amtek Siccardi Limited are as on 30^th September, 2001

3> The financials of Amtek India Ltd. is on 30^th June, 2002

4> The financials of Amtek Castings India Ltd. are as on 31^st March, 2001.

5> None of the above company is a sick industrial company except WHF Precision Forgings Limited which is registered with BIFR.

The acquirer is not an individual, hence information required from individuals is not being furnished.

Disclosure in terms of Regulation 16(ix)

The Acquisition is for substantial acquisition of shares and voting rights accompanied with change in control / management.

AAL, who is already into auto ancillary business especially machined auto parts, intends to source ferrous forgings from AFL for itself, thereby increasing the capacity utilization of AFL. This acquisition would also provide AAL an opportunity to establish manufacturing presence in Western India, which has a number of auto companies, which are being catered to by AFL as an OEM. With this mind, AAL has acquired 11,83,790 shares representing 14.80% of the Voting rights of the AFL from the promoter, their friends and associates and further, they have also entered into a MoU with the promoters of the target company to purchase another 24,57,660 equity shares representing 30.72% of the Voting Capital of the AFL and acquire Management control. The acquirer is now making an Open Offer with the objective of Substantial acquisition of shares and voting rights accompanied with change in control / management and to comply with SEBI (SAST) Regulations, 1997.

AAL does not have any plans to dispose of or otherwise encumber any assets of AFL in the next two years, except in the ordinary course of business of AFL and except to the extent required for purpose of restructuring and/ or rationalisation of assets, investment, liabilities or otherwise of AFL.
AAL plans to increase the capacity utilization of AFL by sourcing ferrous forgings from AFL for itself.
The Acquirer undertakes that they shall not sell, dispose of or otherwise encumber any substantial asset of the AFL except, with the prior approval of the shareholders of AFL.

Option in terms of Regulation 21(3), if applicable

As consequent to the Offer, public shareholding will not fall below 10%, the provisions of Regulation 21(3) of the SEBI (SAST) Regulations, 1997 containing the provisions relating to delisting option are not applicable.

BACKGROUND OF THE TARGET COMPANY � AHMEDNAGAR FORGINGS LIMITED

AFL, incorporated on March 21, 1977 as Ahmednagar Forgings Limited under the Companies Act, 1956, is having its registered office at AFL House, 347-A, Off Dhole Patil Road, Pune � 411 001 (Maharashtra). AFL is a leading manufacturer of forged parts, machined parts, cold forged parts and high tensile fastners. Ahmednagar Forgings Ltd. (AFL) has four plants; two of them are located at Ahmednagar, Maharashtra and the other two at separate locations, Chakan and Kuruli near Pune. The forgings are supplied in forged as well as after a variety of heat treatments. It has specialized in supply of machined parts such as Rear Axle Shafts and Crown & Pinion gears One of its plants at Ahmednagar also manufactures High Tensile Fastners and Cold formed components.

Share Capital Structure of AFL :

Paid up Equity Shares of Target company	No. of Shares/ voting rights	% of shares/voting rights
Fully paid up equity shares	80,00,000	100%
Partly paid up equity shares	NIL	NIL
Total paid up equity shares	80.00.000	100%
Total voting rights in Target company	80,00,000	100%
Source: Annual Report of AFL for the Year ended 31^st March, 2002

There are no outstanding convertible instruments (warrants / FCDs / PCDs) and there are no partly paid-up shares.

The applicable provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, has been complied with by the Acquirer, Sellers, Promoters & other major shareholders within the time specified in the Regulations. The compliance details of the Target Company are given below :

Sl. No.

Regulation/ Sub- regulation

Due Date for compliance as mentioned in the regulation

Actual date of compliance

Delay, if any (in no. of days)

Col. 4- Col. 3

Remarks

1

2

3

4

5

6

1

6(2)

20.05.1997

24.10.2002

1983

*

2

6(4)

20.05.1997

24.10.2002

1983

*

3

8(3)

30.04.1998

24.10.2002

1638

*

4

8(3)

30.04.1999

24.10.2002

1273

*

5

8(3)

30.04.2000

24.10.2002

907

*

6

8(3)

30.04.2001

24.10.2002

542

*

7

8(3)

30.04.2002

12.04.2002

NIL

8

7(3)

17.10.2002

11.10.2002

NIL

* The Target Company has made the above disclosures to Pune Stock Exchange (Regional Stock Exchange) and ASE, BSE & NSE, on 24/10/2002 under SEBI Regularisation Scheme, 2002. After submission of the above, AFL has complied with Chapter II of SEBI (SAST) Regulations, 1997

The Target Company has complied with the listing requirements and no penal action has been initiated/ taken by any stock exchange, as per information available from AFL.

The Present composition of the Board of Directors ("BoD") as on the date of public announcement is as under :

Sr. No.

Name & Address

Position

1.

Mr. U. V. Patel

Chairman & Managing Director

2.

Mr. J. S. Mody

Joint Managing Director

3.

Mr. R. L. Soni

Director on the Board

4.

Mr. M. K. Patel

Director on the Board

5.

Mr. H. V. Amin

Director on the Board

6.

Mr. R. P. Gokhale

Nominee Director on the Board (ICICI)

None of the above Directors represent the Acquirer.

There has been no merger / demerger / spin off during the last three years involving AFL. There has been no change in the name of AFL since the date of listing.

Brief financial details of AFL for a period of last three years :

(Amount Rs. in Lacs)

Profit & Loss Statement	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year ended 31^st March 2002 (Audited)	Year ended 31^st March 2001 (Audited)	Year ended 31^st March 2000 (Audited)
Income from operations	2,211.73	8,449.26	8,115.51	10,599.09
Other Income	6.54	27.83	68.97	63.71
Total Income	2,218.27	8,477.09	8,184.48	10,662.80
Total Expenditure	1,999.05	7,677.86	7,533.27	9,195.33
Profit Before Depreciation, Interest and Tax	219.22	799.23	651.21	1,467.47
Depreciation	118.47	473.30	511.27	600.67
Interest	89.41	403.84	545.17	715.66
Profit Before Tax & extra-ordinary item	11.34	(77.91)	(405.23)	151.14
Extra-ordinary Item	-	-	257.74	-
Provision for Tax	-	1.77	0	13.63
Profit After Tax	11.34	(79.68)	(662.97)	137.51

Balance Sheet Statement	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year Ended 31^st March 2002 (Audited)	Year Ended 31^st March 2001 (Audited)	Year Ended 31^st March 2000 (Audited)
Sources of funds
Paid-up Share Capital	800.00	800.00	800.00	800.00
Reserves and Surplus (excluding revaluation reserves)	2,930.02	2,918.68	2,998.37	3,661.35
Shareholders Fund	3,730.02	3,718.68	3,798.37	4,461.35
Secured loans	2,916.23	2,924.09	3,332.89	4,267.05
Unsecured loans	1,773.19	1,739.49	1,741.45	1,576.83
Total	8,419.44	8,382.26	8,872.71	10,305.23
Uses of funds
Net fixed assets	4,322.30	4,369.15	4,688.15	5,136.78
Investments	249.91	249.91	246.04	333.69
Net current assets	3,837.59	3,752.19	3,922.00	4,807.53
Total miscellaneous expenditure not written off	9.64	11.01	16.52	27.23
Total	8,419.44	8,382.26	8,872.71	10,305.23

Other Financial Data	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year ended 31^st March 2002 (Audited)	Year ended 31^st March 2001 (Audited)	Year ended 31^st March 2000 (Audited)
Dividend (%)	-	NIL	NIL	NIL
Earning Per Share (Rs.)	0.14	-	-	1.72
Networth (Shareholders Fund � Miscellaneous Expenditure not written off) (Rs in Lacs)	3720.38	3707.67	3781.85	4434.12
Return on Networth (%)	0.30	-	-	3.10
Book Value Per Share (Rs.)	46.50	46.35	47.27	55.43

Price Earning Ratio (P/E) : 60.53 on the Offer Price, after annualising EPS for the period 01/04/2002 to 30/06/2002.

Pre and Post- Offer Shareholding pattern of the target company as on the date of the LOO is given below :

Shareholders Category		Shareholding & voting rights prior to the offer (A)		Shares / Voting rights agreed to be acquired which triggered off the Regulations (B)		Shares / voting rights to be acquired in Open Offer (Assuming full acceptances) (C) *		Shareholding / voting rights after the offer i.e. (A)+(B)+(C)= (D) *
Sr. No.		No.	%	No.	%	No.	%	No.	%
1>	Promoter Group
(a)	Parties to the agreement, if any	27,75,508	34.69	(24,57,660)	30.72	-	-	3,17,848	3.97
(b)	Promoters other than (a) above	1,55,577	1.95	-	-	-	-	1,55,577	1.95
	Total (1) (a+b)	29,31,085	36.64	(24,57,660)	30.72	-	-	4,73,425	5.92
2>	Acquirers
(a)	Main Acquirer	11,83,790	14.80	24,57,660	30.72	16,00,000	20.00	52,41,450	65.52
(b)	PACs	N.A.
	Total (2) (a+b)	11,83,790	14.80	24,57,660	30.72	16,00,000	20.00	52,41,450	65.52
3>	Parties to agreement other than 1(a) & 2	-	-	-	-	-	-	-	-
4>	Public (other than 1, 2 & 3)
(a)	FIs/ MFs/ FIIs/ Banks, SFIs	5,84,558	7.31	-	-	(16,00,000)	(20.00)	22,85,125	28.56
(b)	Others	33,00,567	41.25	-	-	(16,00,000)	(20.00)	22,85,125	28.56
	Total (4) (a+b)	38,85,125	48.56	-	-	(16,00,000)	(20.00)	22,85,125	28.56
Grand Total (1+2+3+4)		80,00,000	100.00					80,00,000	100.00

Notes: 1> The actual position may differ depending on the response received in the Open Offer.

2> AAL has not purchased any shares after the PA till the date of the LOO.

3> AFL has 6281 number of shareholders in the public category.

4> The details of institutional holding are given below

FIs/ MFs/ FIIs/ Banks, SFIs	No. of Share held	Percentage

Life Insurance Co. of India Ltd.	2,50,700	3.13
United India Insurance Co. Ltd.	15,200	0.19
New India Insurance Co. Ltd.	2,000	0.03
Bank of India	500	0.01
SICOM Limited	3,10,358	3.88
Morgan Stanley	3,900	0.05
Canbank Mutual Fund	1,600	0.02
Standard Chartered Bank	100	0.00
Bank of America	200	0.00

Total	5,84,558	7.31

OFFER PRICE AND FINANCIAL ARRANGEMENTS

Justification of Offer Price

The shares of AFL are listed on PSE, BSE, ASE & NSE.

The annualized trading turnover during the preceding 6 calendar months ending 30^th September, 2002 prior to the month in which the P.A. is made in each stock exchange is as under :

Name of stock exchange(s)	Total No. of shares traded during the 6 calendar months prior to the month in which PA was made	Total No. of listed Shares	Annualized Trading turnover (in terms of % to total listed shares)
PSE	NIL	80,00,000	NIL
NSE	7,42,772	80,00,000	18.57
BSE	3,80,658	80,00,000	9.52
ASE	NIL	80,00,000	NIL
Source: Respective Stock Exchanges

Based on the above information, the Equity Shares of the Target Company are frequently traded on NSE and BSE and infrequently traded on PSE and ASE within the meaning of Regulation 20(5) of the SEBI (SAST) Regulations, 1997.

The shares of the Target Company are deemed to be most frequently traded on NSE in terms of Regulations and the Offer Price is highest of the following prices:

1.	Negotiated price paid for 24,57,660 shares acquired under the MoU entered into on 10^th October, 2002 in terms of Regulation 20(4)(a)	Rs 34.50
2.	Highest price paid by AAL for 11,83,790 shares purchased on spot delivery basis during the 26-week period prior to the date of PA in terms of Regulation 20(4)(b)	Rs 34.50
3.	The average of weekly high and low of the closing prices of the shares of AFL as quoted on NSE, where the shares are most frequently traded during the 26-week period preceding the date of PA	Rs 13.90
4.	The average of daily high and low prices of the shares of AFL as quoted on NSE, where the shares are most frequently traded during the 2-week period preceding the date of PA	Rs 19.92

As per Regulations 20(4)(c), the price and volume data of AFL is given below :

26 weeks weekly high/ low

Week no.	Week ending	Weekly High of Closing Price (Rs.)	Weekly Low of Closing Price (Rs.)	Average (Rs.)	Volume (Number of shares)
1	22^nd April, 2002	9.00	6.00	7.50	5,233
2	29^th April, 2002	14.10	10.50	12.30	32,949
3	6^th May, 2002	14.25	13.00	13.63	27,704
4	13^th May, 2002	12.70	10.70	11.70	25,092
5	20^th May, 2002	10.40	9.05	9.73	24,289
6	27^th May, 2002	10.45	8.30	9.38	7,853
7	3^rd June, 2002	9.70	8.75	9.23	7,699
8	10^th June, 2002	10.75	10.00	10.38	5,924
9	17^th June, 2002	12.00	10.60	11.30	26,766
10	24^th June, 2002	14.05	11.95	13.00	50,896
11	1^st July, 2002	20.20	15.10	17.65	1,32,799
12	8^th July, 2002	18.70	16.10	17.40	95,877
13	15^th July, 2002	18.25	17.30	17.78	41,629
14	22^nd July, 2002	16.60	15.15	15.88	23,102
15	29^th July, 2002	14.80	11.85	13.33	31,750
16	5^th August, 2002	13.75	12.00	12.88	32,535
17	12^th August, 2002	15.55	13.85	14.70	13,351
18	19^th August, 2002	15.30	14.20	14.75	15,730
19	26^th August, 2002	15.55	14.35	14.95	6,427
20	2^nd September, 2002	14.75	14.00	14.38	17,352
21	9^th September, 2002	14.05	13.50	13.78	17,730
22	16^th September, 2002	16.50	12.85	14.68	42,863
23	23^rd September, 2002	17.00	15.45	16.23	34,555
24	30^th September, 2002	16.35	15.80	16.08	20,582
25	7^th October, 2002	17.25	16.30	16.78	49.703
26	14^th October, 2002	25.30	19.00	22.15	1,78.429
Source : www.nseindia.com

2 weeks daily high/ low

Day No.	Dates	Daily High Price (Rs.)		Daily Low Price (Rs.)	Average (Rs.)	Volume (Number of shares)
1	1^st October, 2002	17.00		16.30	16.65	5,820
2	2^nd October, 2002		Holiday
3	3^rd October, 2002	16.95		16.40	16.68	15,838
4	4^th October, 2002	18.00		16.25	17.13	8,646
5	5^th October, 2002	Saturday
6	6^th October, 2002	Sunday
7	7^th October, 2002	17.75		15.25	16.50	19,399
8	8^th October, 2002	19.00		17.25	18.13	19,349
9	9^th October, 2002	20.90		20.25	20.58	8,450
10	10^th October, 2002	23.00		20.70	21.85	55,211
11	11^th October, 2002	25.30		25.20	25.25	14,919
12	Saturday
13	Sunday
14	14^th October, 2002	27.85		25.25	26.55	80,500
Source : www.nseindia.com

As the shares of AFL are infrequently traded on PSE & ASE, the required disclosures in accordance with Regulation 20(5) of the SEBI (SAST) Regulations are as follows

1.	Negotiated price paid for 24,57,660 shares acquired under the MoU entered into on 10^th October, 2002 in terms of Regulation 20(4)(a)		Rs 34.50
2.	Highest price paid by AAL for 11,83,790 shares purchased on spot delivery basis during the 26-week period prior to the date of PA in terms of Regulation 20(4)(b)		Rs 34.50
3.	Other Parameters :
		For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year ended 31^st March 2002 (Audited)
	Return on Networth (%)	0.30	-
	Book Value per share (Rs)	46.50	46.35
	Earning Per Share (Rs) (on annualised basis)	0.57	-
	Price Earning Ratio (based on the Offer Price)	60.53	-
	Industry P/E Ratio		9.9

Source : www.capitalmarket.com

There is no non-compete fee payable to any person.
In terms of Regulation 20(11), the Offer Price of Rs. 34.50 per share is justified as it is the highest of the following :

Negotiated price paid for 24,57,660 shares acquired under the MoU entered into on 10^th October, 2002) was Rs. 34.50.
Highest price paid by AAL for 11,83,790 shares purchased on spot delivery basis during the 26-week period prior to the date of PA was Rs 34.50.
The average of the weekly high and low of the closing prices of the shares of AFL as quoted on NSE during the 26-week period prior to PA is Rs 13.90. (Source : www.nseindia.com)
The average of the daily high and low prices of the shares of AFL as quoted on NSE during the 2-week period prior to PA is Rs 19.92. (Source : www.nseindia.com)

A number of valuation approaches are feasible, the Guidelines of erstwhile Controller of Capital Issues (CCI) substantially addresses the parameters contained in Clause (c) of Regulation 20(5) which are elaborated below

i) Net Asset Value (NAV)

a) The latest audited Balance Sheet available is for the year ending 31st March, 2002 and forms the basis for estimating the NAV of AFL.

b) The NAV of AFL is estimated to be Rs. 46.35.

ii) Profit Earning Capacity Value (PECV)

a) Considering the last three years (1999-2000, 2000-2001 & 2001-2002) for assessing the average profits

b) AFL has incurred losses in the last two years of operation and as per the CCI guidelines, the PECV is Nil.

iii) As per the CCI guidelines where PECV is Nil, the fair value is assessed to be 50% of the NAV, i.e. Rs. 23.18

iv) Considering, the Supreme Court decision in the Hindustan Lever Employee Union Vs Hindustan Lever Ltd., (1995) 83 Com Case 30, wherein the Honourable Court had opined that the fair value for a listed company could be assessed based on the following weightages :

Market based value : 2
Earnings based value : 2
Net Asset Value : 1

Given the NAV of Rs. 46.35, the average market price for the last 26 weeks of about Rs. 13.90 and a PECV of Nil as assessed above, if one were to apply this approach, the share price would be in the region of Rs. 14.83 per share.

The Offer Price shall not be less than the highest price paid by the acquirer(s) for any acquisition of shares of AFL from the date of PA upto 7 working days prior to the closure of the Offer.

Financial arrangements
1. The name, address, date of certificate, membership number etc. of the Chartered Accountant certifying the adequacy of financial resources of acquirer for fulfilling all the obligations under the Offer are as under :
  
  Date of Certificate : 11^th October, 2002
  
  Name : M/s Manoj Mohan & Associates
  
  Address : V � 20, Sector 5, NOIDA � 201 301.
  
  Telephone / Fax Nos. : (0124) 534820
  
  Email : magr@123india.com
  
  Membership No. : 076980
2. The Merchant Banker to the Open Offer confirms that firm arrangement for funds and money for payment are in place to fulfill the Offer obligations in accordance with SEBI (SAST) Regulations, 1997.

TERMS AND CONDITIONS OF THE OFFER
1. Locked-in Shares
  1. Regarding acceptance of locked-in shares, if any, whether already acquired or to be acquired through this Offer, the same can be transferred to the acquirers subject to the continuation of the residual lock -in period in the hands of the acquirers.
2. Eligibility for Accepting the Offer
  1. The present Offer is being made to all shareholders whose names appear in the Register of Members of AFL (except the Acquirer and parties to the agreement) as on the Specified Date (i.e. 19^th October, 2002) and also to those persons who own the shares any time prior to the close of the Offer but are not registered shareholder(s). Accidental omission to dispatch this LOO, non-receipt, or delayed receipt of this LOO will not invalidate this Offer in any way.
  2. The LOO will be mailed to equity shareholders of AFL whose names appear in the Register of Members of AFL and the beneficial owners of the Equity Shares of AFL, whose names appear on the beneficial records of the respective Depositories at the close of business hours as on 19^th October, 2002 (being the "Specified Date")(except the Acquirer and parties to the agreement).
  3. Shareholders who wish to tender their shares should submit documents in accordance with the procedure specified in section 8 of the LOO and the FOA.
3. Statutory Approvals / Other Approvals Required for the Offer
  1. AAL will make the requisite application to the Reserve Bank of India (RBI) to obtain permission under the Foreign Exchange Management Act, 1999 (FEMA) to acquire shares from Non-resident shareholders of AFL, if any.
  2. No approval other than those mentioned above is required for the purpose of this Offer.
  3. In case of non receipt of the statutory approval(s) within time, SEBI has a power to grant extension of time to AAL for payment of consideration to shareholders subject to AAL agreeing to pay interest as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations, 1997.
  4. The Acquirer does not require any approval of any Bank / FI for making this Offer. However, the shares of AFL held by promoters are covered by a non-disposal undertaking and any transfer of the same would require prior approval by FI / Banks.
4. Others
  1. Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the PA/ Letter of Offer, shall have the option to withdraw acceptance tendered by them up to 30^th December, 2002 (Monday), being three working days prior to the date of closure of the Offer.
  2. In terms of Regulation 22(5A), Shareholders shall have an option to withdraw acceptance tendered upto three Working Days prior to the date of closure of the Offer by submitting the documents as specified below, so as to reach Registrar to the Issue. The withdrawal can be exercised by submitting Form of Withdrawal as enclosed with Letter of Offer. In case of non-receipt of Form of Withdrawal, the withdrawal can be exercised by making plain paper application along with the following details :

In case of physical shares by stating the Name, Address, Distinctive Nos., Folio No., No. of equity shares tendered, and;
In case of dematerialized shares by stating the Name, Address, No. of equity shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP, in favour of the special depository account.

PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

Shareholders of AFL who wish to avail of this Offer are free to offer their shareholding in whole or in part. Shareholders should forward the documents mentioned in 8.1.1/ 8.1.2 either by hand delivery (on all working days) (between 10 a. m. to 3 p. m.) or by Registered Post on or before the close of the Offer, in accordance with the instructions specified in this LOO and in the FOA to the Registrar to the Offer M/s RCMC Share Registry (P) Limited at address mentioned below :

Name and Address of the registrar to whom the shares should be sent including name of the contact person, telephone no., fax no. and email address etc.

Working days and timings

Mode of delivery

RCMC Share Registry (P) Limited

1515-1^st Floor, Bhisham Pitamah Marg, Kotla Mubarakpur (Near South Extn.), New Delhi � 110 003

Tel No. (011) 4692346/ 4601017 & 4649720

Fax No. (011) 4692345

Email : rcmc@theoffice.net

Contact Person: Mr. P.L. Gupta

(On all working days � between 10 a. m. to 3 p. m.)

Hand Delivery / Registered Post

For Equity Shares held in physical form :

Registered Shareholders should enclose :

Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear in the share certificates.

Original Share Certificate(s).

Valid Share Transfer form(s) duly signed as transferors by all the registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with AFL and duly witnessed at the appropriate place. A blank Share Transfer Form is enclosed along with this Letter of Offer. Notwithstanding that the signature(s) of the transferor(s) has / have been attested, if the signature(s) of the transferor(s) differs from the Specimen signature(s) recorded with AFL or are not in the same order, such shares are liable to be rejected under the Open Offer even if the offer has been accepted by bonafide owner of such shares.

For Equity shares held in demat form :

The Registrar to the Offer, RCMC Share Registry (P) Limited, have opened a special depository account in NSDL with Jyoti Jain Investment & Finance Co. Ltd. The details of the special depository account are as under :

DP Name	Jyoti Jain Investment & Finance Co. Ltd.
DP ID	IN 302050
Client ID	10015380

Beneficial Owners should enclose:

Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear in the same order in which their names appear in their beneficiary account.

Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP in favour of special depository account.

For each delivery instruction, the beneficial owner should submit a separate Form of Acceptance cum acknowledgment.

All beneficial owners maintaining account with CDSL are required to fill in an additional inter depository slip, maintained with the DP while giving instructions to their respective DPs.

Unregistered Shareholders should enclose:

Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, or application on plain paper.

Original Share Certificate(s).

Broker Contract Note in Original issued by the broker through whom the shares were acquired.

Valid Share Transfer form(s) as received from the market.

All other requirements for valid transfer (including matching of signatures) will be pre-conditions for valid acceptance. No indemnity is required from unregistered shareholders.

The Market lot of the Equity Shares is 1.
The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirers as buyer will be filled by the Acquirer upon verification of the Form of Acceptance cum acknowledgment and the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance.
The shareholders should also provide all relevant documents, which are necessary to ensure transferability of the shares in respect of which the application is being sent. Such documents may include but are not limited to

Duly attested death certificate and succession certificate (in case of single shareholders) if the original shareholder is deceased, in case succession certificate has not been obtained, the legal heir may approach the registrar.
Duly attested power of attorney if any person apart from the shareholder has signed the application form and / or transfer deed(s).
In case of Companies, the necessary corporate authorization (including Board Resolution) and specimen signatures of authorized signatories.
Non resident shareholders should also enclose copy of permission received from RBI for shares held by them in AFL and No objection Certificate / Tax Clearance Certificate from the income tax authorities under the Income Tax Act, 1961 indicating the amount of tax to be deducted by the Acquirers before remitting the consideration. In case the aforesaid No Objection Certificate / Tax Clearance Certificate is not submitted, the acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the category of shareholder on the entire consideration amount payable to such shareholder(s).

Shareholders are advised to ensure that the FOA and other relevant documents are complete in all respects, otherwise the same is liable to be rejected. In the case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account, before the closure of the Offer. The FOA of such demat shares not credited in favour of the special depository account, before the closure of the Offer will be rejected.

The share certificate(s), share transfer form(s) and the Form of Acceptance along with the relevant documents should be sent only to the Registrar to the Offer (Collection Centre) and not to the Manager to the Offer or the Acquirers or AFL.

All owners of the equity shares of AFL, registered or unregistered, are eligible to participate in the Offer. Unregistered owners including shareholders who have sent their shares for transfer / demat can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of equity shares held, No. of equity shares offered, Distinctive Nos., Folio No., together with original Share Certificate(s), valid transfer deed(s) and the original contract note issued by the broker through whom they acquired their Shares. Unregistered owners should not sign the transfer deed and the transfer deed should be valid for transfer. No indemnity is required from the unregistered owners.

In case of non-receipt of the Letter Of Offer, the eligible persons may send their consent, to the Registrar to the Offer, on a plain paper stating their Name, Address, No. of equity shares held, No. of equity shares offered, Distinctive Nos., Folio No., 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. 2^nd January, 2002 (Thursday) or in case of beneficial owner, they may send the application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of equity shares held, No. of equity shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e. 2^nd January, 2002 (Thursday). The eligible persons can write to the Manager to the Offer requesting for the LOO and FOA and fill up the same in accordance with the instructions given therein, so as to reach the Registrar to the Offer, on or before the close of the Offer i.e. 2^nd January, 2002 (Thursday).

Alternatively, the Letter of Offer and Form of Acceptance cum Acknowledgement and Withdrawal will be available on SEBI�s website : www.sebi.gov.in, from the date of opening of the Offer. The eligible persons can download the Form of Acceptance cum Acknowledgement and Withdrawal from the SEBI�s website and apply in the same.
In case, the number of shares offered for sale are more than the shares agreed to be acquired, the Acquirers shall accept the offers received on a proportionate basis, in consultation with the Manager to the Offer, ensuring that the basis of acceptance is decided in a fair and equitable manner. Unaccepted Share Certificate(s), 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. Shares held in demat form to the extent not accepted will be credited back to the beneficial owners� depository account with the respective depository participant as per the details furnished by the beneficial owner in the FOA.
In case of non receipt of the statutory approval(s) within time, SEBI has a power to grant extension of time to Acquirers for payment of consideration to shareholders subject to Acquirers agreeing to pay interest as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations, 1997.
The Registrar to the Offer will hold in trust the Shares / Share Certificates, Shares lying in credit of the special depository account, FOA, if any, and the transfer form(s) on behalf of the shareholders of AFL who have accepted the Offer, till the cheques / drafts for the consideration and / or the unaccepted shares / share certificates are despatched / returned.
The payment of consideration to those shareholders whose equity share certificates and other documents are found in order and are accepted by AAL, will be through a crossed account payee Cheque / demand draft / pay order. The intimation regarding the acceptance (in part or full) or rejection of the shares and the corresponding payment for the acquired shares and/or share certificates for the rejected shares will be dispatched to the shareholders by registered post at the shareholders� sole risk. Shares held in demat form to the extent not accepted will be credited back to the beneficial account with the respective DP as per the details furnished by the beneficial owner in the FOA.
All cheques/demand drafts will be drawn in the name of the first holder, in case of joint registered holders. In case of unregistered owner of the shares, payment will be made in the name of the person specified by such owner. No indemnity is required from unregistered shareholders. It is desirable that the shareholders provide bank details in the FOA, for incorporation in the cheque / demand draft.
The shares withdrawn by shareholders would be returned by Registered Post.

DOCUMENTS FOR INSPECTION

The following documents are regarded as material documents and are available for inspection at the Corporate Office :

Amtek Auto Limited

"Bhanot Apartments", 4, L. S. C. Pushpa Vihar, New Delhi � 110 062,

Phone No. (011) 6092281-84,

Fax No. (011) 6084554/ 6087867,

Email amtek@satyam.net.in.

from 11.00 a.m. to 1.00 p.m. on any day, except Sundays, Holidays, after the Offer opens i.e. 4^th December, 2002 (Wednesday) but before the Offer closes i.e. before 2^nd January, 2002 (Thursday):-

A Certificate of Incorporation, Memorandum and Articles of Association of AAL
A copy of Chartered Accountant�s Certificate dated 11^th October, 2002 certifying the adequacy of financial resources with AAL to fulfill the Open Offer obligations.
Audited annual reports of AAL and AFL for the three years ended March 31, 2002, 2001 & 2000.
A copy of letter dated 14^th October, 2002 from Corporation Bank, M-41, Connaught Circus, New Delhi � 110001, confirming amount kept in the escrow account and a lien marked in favour of SMIFS Capital Markets Limited.
Copy of the MoU/ Agreement, which triggered the Open Offer.
A published copy of PA dated 15^th October, 2002.
A copy of the letter dated 15^th November, 2002 from SEBI in terms of proviso to Regulation 18(2).
A copy of the Board Resolutions dated 9^th October, 2002 of AAL.
A copy of the agreement entered into with the Depository Participant viz. Jyoti Jain Investment & Finance Co. Ltd., New Delhi for opening a special depository account for the purpose of the Offer.

DECLARATION BY THE ACQUIRERS (INCLUDING PACs, IF ANY)

Amtek Auto Limited & its Directors, jointly and severally accept full responsibility for the information contained in this LOO and also for the obligations of AAL laid down in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments made thereof. Mr. Arvind Dham, Managing Director, ALL, has been authorized by the Board of Directors of AAL to be authorised signatory to the LOO.

By Order of the Board

For Amtek Auto Limited

Sd/-

Arvind Dham

Managing Director

Place : New Delhi

Date : 21^st November, 2002

Encl.:

Form of Acceptance cum Acknowledgement and Withdrawal Form
Transfer deed for shareholders holding shares in physical form.

Printer Friendly page

Email this page