LETTER OF OFFER

This Document is Important and requires your Immediate Attention

 

This Letter of Offer is sent to you as Shareholder(s) of AVON PROPERTIES LIMITED. If  you  require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Merchant Banker/ Manager to the Offer.  In case you have sold your shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum acknowledgement and Transfer Deed to the Member of the Stock Exchange through whom the said sale was effected.

 

a)	Name & Address of the Acquirer             Name & Address of the Persons acting in concert (PACs)	M/s. Neil Information Technology Ltd A/ 120, Gokul Arcade Sahar Road,  Vile Parle (E) Mumbai 400 057 Tel No.: 022   8220323 Fax No.: 022  8383889   Mr. Kishor P. Ostwal Mrs. Sangita K. Ostwal F/ 201, Aditya Apartments Old Nagardas Road Mumbai – 400 069 Tel No.: 022   8383889   Mr. Deven Jhaveri Mrs. Rupa Jhaveri Rajashripal CHS, 905-B 9th floor, J.M. Mehta Road Nepean Sea Road Mumbai 400 006 Tel No.:  022  3677178
b)	Name & Address of the registered office of the Target Company.	M/s Avon Properties Limited 402, Daimond Plaza, 391, Dr. D.B. Marg Mumbai – 400 004 Tel No.: 022 389 2020Fax No.: 022 387 3474
c)	Number and Percentage of Equity Shares of the Target Company proposed to be Acquired by the Acquirer through the open offer.	49,000 Equity Shares being 20.00% of the Issued and Paid-up Equity Share and voting  Capital from existing shareholders.
d)	Offer Price & Mode of Payment.	Rs. 10/- per share in Cash.
e)	This Letter of Offer is made pursuant to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof.
f)	The offer is not conditional.
g)	Shareholders who have accepted the offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer, cannot withdraw the same.
h)	Upward revision of offer, if any, would be informed by way of P.A. on or before 24/07/02 in respect of such changes in all the newspapers in which the original public announcement was made. The Acquirer shall pay the revised price for all the shares tendered any time during the offer.
i)	The Letter of Offer  (including Form of Acceptance cum acknowledgement) is also available on the SEBI website (www.sebi.gov.in ).

 

MANAGER TO THE OFFER                                              

Aryaman Financial Services Limited                                  

35, Atlanta, 3^rd Floor,                                                   

Nariman Point,                                                             

Mumbai - 400 021.                                                                                                     

Tel. : 022-282 64 65/66, 288 31 34                                

Fax : 022-282 64 67                                                   

e-mail : aryaman@bom2.vsnl.net.in                              

Contact Person : Ms. Radha Kirthivasan                

 

SCHEDULE OF ACTIVITIES :

 

ACTIVITY	DATE	DAY
Specified Date (for the purpose of determining the names of shareholders to whom the  Letter of Offer would be sent)	15/05/02	Wednesday
Date by which Letter of Offer  to be posted to the shareholders.	22/06/02	Saturday
Date of Opening of the Offer	05/07/02	Friday
Date of Closure of the Offer	03/08/02	Saturday
Last date for a Competitive Bid	29/05/02	Wednesday
Last date for revising the offer price / Number of shares	24/07/02	Friday
Date by which  acceptance/ rejection  under the Offer  would be communicated and  the corresponding payment  for the acquired shares  and/ or the unaccepted shares/ share certificates  will be despatched/ credited.	30/08/02	Saturday

 

 

 

 

INDEX

 

PARTICULARS	PAGE NO.
Disclaimer Clause	3
Details of the Offer	4
Background of the Acquirer	5
Background of the Target Company	11
Offer Price and Financial Arrangements	16
Terms & Conditions of the Offer	17
Procedure for Acceptance and Settlement of the Offer	18
Documents for Inspection	20
Declaration by the Acquirer	20

 

 

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:-

 

ACQUIRER	M/s  Neil   Information Technology Ltd ( Neil  )
PERSONS ACTING IN CONCERT	Mr. Kishor P. Ostwal, Mrs. Sangita K. Ostwal,  Mr. Deven Jhaveri and Mrs. Rupa Jhaveri
TARGET COMPANY	M/s  Avon Properties Limited (AVON)
FORM OF ACCEPTANCE	The form of application cum acknowledgement and authority which is enclosed with this Letter of Offer.
LOF	This Letter of Offer.
PUBLIC ANNOUNCEMENT (PA)	Announcement of the offer issued in newspapers on 09/05/02.
TAKEOVER REGULATIONS	Securities And Exchange Board Of India (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof.
SEBI	Securities And Exchange Board Of India
OFFER PRICE	Rs. 10/-  (Rupees Ten only) per fully paid-up equity share.
MANAGER TO THE OFFER	Aryaman Financial Services Limited.
BSE	The Stock Exchange, Mumbai
PERSONS ELIGIBLE TO PARTICIPATE	All shareholders of AVON, registered and unregistered   who own the shares at any time prior to the closure of the offer, except parties to the agreement, other promoters  and the Acquirer (including PACs)

 

                       

1.  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 M/S. AVON PROPERTIES LIMITED TO  TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER (INCLUDING PACS), 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 (INCLUDING PACS) 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 (INCLUDING PACS) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF,  AND  TOWARDS  THIS  PURPOSE, THE  MERCHANT BANKER M/S.ARYAMAN FINANCIAL SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED MAY 21, 2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVER) REGULATIONS, 1997 AND SUBSEQUENT AMENDEMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER (INCLUDING PACS) FROM THE REQUIREMENT OF OBTAINING SUCH  STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER."

2. DETAILS OF THE OFFER

           

2.1 BACKGROUND OF THE OFFER

 

1.       This Open Offer is being made pursuant to the Regulation No.10 and 12 and other provisions of Chapter III of and in compliance with the Securities & Exchange Board of India, (Substantial Acquisition of Shares and Takeover) Regulation, 1997 and subsequent amendments thereof for substantial acquisition of shares.

 

2.       Neil has entered into an agreement dated 6^th May, 2002( “Acquisition Agreement”) to acquire by private negotiations from Mr. Arvind Sanghai s/o Mr. Omprakash Sanghai, residing at 22 A, Vaibhav, 80, Bhulabhai Desai Road, Mumbai 400 026 (hereinafter referred to as “Vendor”), a total of 17,000 equity shares  of Rs. 10 each representing 6.93% of the voting capital of M/s. Avon Properties Limited, (“Target Company” “AVON”) having its registered office at 402, Daimond Plaza, 391, Dr. D.B. Marg, Mumbai – 400 004, for cash at a price of Rs.10/- per share. The vendor belongs to the Promoter Group of the Target Company.  The mode of payment of the consideration for the shares acquired under the agreement is cash and out of the total consideration of Rs. 1.70 lacs, Rs.0.50 lacs shall be paid  at the time of signing the agreement and the balance Rs. 1.20 lacs at the time of completion of all the takeover formalities.

 

3.       The agreement dated 6^th May, 2002 contains a clause that it  is subject to the provisions of SEBI (SAST) Regulation and in case of non compliance with any of the provisions of the Regulations, the agreement for such sale shall not be acted upon by the Vendor or the Acquirer.

 

4.       As on the date of  the public announcement (i.e 09/05/02) , the Acquirer already holds 32,000 equity shares of Rs. 10/- each of the target company representing 13.06% of the Voting capital of the company which was acquired on 5^th April, 2002 at a price of Rs. 10/- per share.

 

5.       The proposed change in control is not through any arrangement.

 

6.       The Offer is not subject to any minimum level of acceptance and the Acquirer (including PACs) will acquire all the fully paid up equity shares of AVON that are tendered in valid form in accordance with the terms and conditions set out herein, up to a maximum of 49,000 equity shares.

 

7.       Based on the information available from the Acquirer and the  Target Company, neither the Acquirer (including PACs) nor the Target Company have been prohibited by SEBI from dealing in securities in terms of the direction issued u/s 11B of SEBI Act or under any of the regulation made under the SEBI Act.  

 

8.       The Composition of the Board of Directors in AVON Post-acquisition and Offer shall be determined on completion of all formalities relating to the Offer.

 

 

            2.2 DETAILS OF THE PROPOSED OFFER

 

1.       The public announcement was made by the Acquirer  on May 9, 2002 in compliance with Regulation 15 of the Takeover Regulations in Financial Express(English Daily), Pratakal (Hindi Daily) and Tarun Bharat (Regional - Marathi  Daily).  The Public Announcement  is also available on the SEBI website at www.sebi.gov.in

 

2.       The Offer is to acquire upto  49,000 equity shares being 20.00% of the issued paid-up equity share capital at a price of Rs. 10/- per share from existing share holders. The payment to the shareholders whose shares have been accepted shall be by cash and will be paid by cheque / demand draft.

 

3.       The equity shares of Avon Properties Limited (hereinafter referred to as “AVON”) are listed on the Stock Exchange, Mumbai ("BSE"). The shares of the company are infrequently traded.  The annualized trading turnover in the shares of the target company during the preceding 6 calendar months prior to the month in which this public announcement is made is less than 2 % of the listed shares of the Target company.  The last traded price of the share on the Stock Exchange at Mumbai was on February 22, 2002 at Rs. 8.50 and the number of shares traded were 50. The offer price has been arrived at as per the Regulation 20 (3) of the SEBI Takeover Regulations taking into account the negotiated price of Rs. 10/-, and other parameters as on 31.03.2001 such as Book Value per share of Rs. 9.96, EPS of Rs.1.80 and Return on Net worth of 18.10%. During the past 26 weeks period prior to the date of this public announcement, the Acquirer has acquired 32,000 equity shares of Rs. 10/- each of the target company at a price of Rs. 10/- per share.  No preferential allotment has been made to the Acquirer (including PACs) at any time.

 

4.       The Acquirer (including PACs)  have not acquired any shares of AVON after the date of P.A. and upto the date of this LOF.

 

2.3    Object of the acquisition /offer

 

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  gaining substantial  acquisition of voting rights and/ or for change in  control  of AVON.

 

3. BACKGROUND OF THE ACQUIRER (INCLUDING PACS)

 

3.1        M/s. Neil Information Technology Ltd. (Neil).

 

1.            Neil was initially incorporated as a private limited company on February 01, 1999 under the Companies Act, 1956 in the name Krish Realtors Private Limited. The name of the company was changed to Neil Information Technology Private Ltd. on August 2, 1999 and subsequently, the company was converted into a public limited company and the name was changed to Neil Information Technology Ltd. on 22^nd March, 2002. The Registered office of the Company is situated at A/ 120, Gokul Arcade, Sahar Road,  Vile Parle (E), Mumbai 400 057.

 

2.            The company has been promoted by Mr. Kishor Ostwal and Mrs. Sangita Ostwal who are also the directors of the company apart form Mr. Deven Jhaveri and Mrs. Rupa Jhaveri. The company does not belong to any group.   The Company is not listed on any Stock Exchange. 

 

3.            Neil is presently engaged in the Information Technology business.  The Company owns a financial portal called “Chamatkar.net”.   The company is a channel partner of M/s. Satyam Infoway Ltd. for providing content sourcing to their financial portal walletwatch.com.  The company is also into development of software

 

4.            As on 31^st March, 2001 the Share Capital of  Neil was Rs. 204.56 lacs  divided into 1100  equity shares of Rs. 10 each fully paid up and Rs. 204.45 lacs share application money pending allotment. The total income for the period ended 31^st March, 2001 was Rs. 29.34 lacs with a net loss of Rs. 43.34 lacs.  As per the certified financial statement for the seven months period ending 31.10.01,  the total income and the net loss were Rs. 34.42 lacs and Rs. 17.47 lacs respectively.  For the year ended 31^st March, 2001 book value per share was Rs. 7.88, the Earnings Per Share and Return on Networth was nil. 

 

5.            The Acquirer has complied with the required provisions of chapter II of SEBI (Substantial Acquisition of Shares and Takeovers),  Regulations 1997. 

 

6.            The Acquirer has not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any of the Regulation made under the SEBI Act.

 

7.           The Acquirer is not a Sick Industrial Companies within the meaning of clause (o) of Sub-section (I) of section 3 of the Sick Industries Companies  (Special Provision) Act, 1985. 

 

8.            BOARD OF DIRECTORS

 

The composition of Board of Directors as on the date of the public announcement is as follows:

 

Name	Address
Mr. Kishor P. Ostwal	F/ 201, Aditya Apartments, Old Nagardas Road , Mumbai – 400 069
Mrs. Sangita K. Ostwal	F/ 201, Aditya Apartments, Old Nagardas Road Mumbai – 400 069
Mr. Deven Jhaveri	Rajashripal CHS, 905-B, 9th floor, J.M. Mehta Road Nepean Sea Road, Mumbai 400 006
Mrs. Rupa Jhaveri	Rajashripal CHS, 905-B, 9th floor, J.M. Mehta Road Nepean Sea Road, Mumbai 400 006

 

None of the above Directors are on the Board of Avon Properties Limited.

 

9.           SHARE HOLDING PATTERN

 

As on 31.03.01 the shareholding pattern of the company in respect of paid up equity shares is as under:

 

Sr.No	Category	Number of shares	% to total
1.	Promoters	1100	100.00%
2.	FII/ Mutual–Funds/ FIs/ Banks	--	--
3.	Public	--	--
	Total	1100	100.00%

 

10.       FINANCIAL HIGHLIGHTS

 

(i) Profit & Loss Statement  (Audited) :-

(Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000
Income from Operations	28.7	-
Other Income	0.64	1.60
Total Income	29.34	1.60
Total Expenditure	72.67	1.49
Profit before Tax	(43.33)	0.11
Provision for taxation	-	0.05
Net Profit for the year	(43.33)	0.06
Profit b/f previous year	0.06	-
Profit c/f to balance sheet	(43.27)	0.06

 

 

 (ii) Balance Sheet Statement (Audited):-

 (Rs in lacs)

 

PARTICULARS	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000
Source of Funds :-
Paid up Share  Capital	204.56	10.96
Reserves & Surplus (excluding revaluation reserves)	-	0.05
Net Worth	204.56	11.01
Secured Loans	-	-
Unsecured Loans	22.91	-
TOTAL	227.47	11.01
Uses of Funds :-
Net Fixed Assets	62.60	-
Investments	6.30	12.42
Net working capital	115.25	(1.47)
Misc. Expend not W/O	43.32	0.06
TOTAL	227.47	11.01

 

(iii) Other Financial Data :-

 

PARTICULARS	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000
Dividend %	-	-
Earning per share (Rs.)	(2.12)	0.05
Return on Net Worth (%)	(26.88)	0.50
Book Value per share (Rs.)	7.88	9.99

 

While calculating EPS & Book value per share, the amount in the Share Application money has been taken into consideration by dividing the amount by the face value of shares i.e.Rs.10/- and adding the same to the existing number of shares.

 

(iv) Unaudited  certified Financial results for the 7 months period ended 31.10.2001.

(Rs in Lacs)

PARTICULARS	7 MONTHS PERIOD ENDED 31/10/01
Net Sales/ Income from Operations	33.32
Other Income	1.10
Total Income	34.42
Total Expenditure	45.58
PBDIT	(11.16)
Interest	--
Depreciation	6.31
Profit / (Loss) before Tax	(17.47)
Provision for taxation	--
Profit / (Loss) after Tax	(17.47)
Equity Capital	205.83
Preference Capital	--

 

As per certificate received from the Chartered Accountants M/s. S.K.Salgia & Co., dated  15.04.02 for  the year ended 31/03/01 and 31/03/00 it has been certified that :

 

·         No adjustments has been made for incorrect accounting policies or failures to make provisions or other adjustments which has resulted in audit qualifications.

 

·         No material amounts relating to adjustments for the last two years has been made in arriving at the losses of the years to which they relate.

 

·         There has been no change in accounting policies during the last two years.  The Profit & Loss have been computed following a uniform accounting policies for those years.

 

·         There are no extra ordinary items in the audited annual accounts of the company for any years.

 

·         There is no revaluation reserve balance in the accounts of  the company for any years.

 

3.2    INFORMATION ABOUT PACs      

 

Apart from the Acquirer, Mr. Kishor Ostwal and Mrs. Sangita Ostwal, Mr. Deven Jhaveri and Mrs. Rupa Jhaveri, directors of the Acquiring company are the Persons Acting in Concert (PACs) for the purpose of this offer in terms of Regulation 2 (e) of the SEBI (SAST) Regulations.  The PACs are related to each other to the extent that they are directors in the Acquirer company and that Mr. Kishor Ostwal and Mrs. Sangita Ostwal, and Mr. Deven Jhaveri and Mrs. Rupa Jhaveri, are husband and wife.  There has been no agreement between the PACs as regards the open offer.  The Acquirer and the PACs have not entered into any agreement with regard to the offer/acquisition of shares.

 

None of the PACs nor any of the companies where they are directors or companies in which they hold controlling stake have been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any of the regulation made under the SEBI Act.  The details of the PACs are as under :

 

 

Mr. Kishor Ostwal

 

1.            Mr. Kishor Ostwal,   S/o. Mr. Punamchand Ostwal, aged  38 years is residing  at F/ 201, Aditya Apartments, Old Nagardas Road, Mumbai – 400 069.  He is  a Chartered Accountant having over 15  years of business experience. 

 

2.            Apart form Neil,  Kishor Ostwal along with his wife has promoted Shreenath Finstock Pvt .Ltd. wherein he is a full time director. He is the proprietor of  K.P. Ostwal & Co. a Chartered Accountant firm.  He is not on the board of  any listed companies.

 

3.            The  Net worth of Mr. Kishor Ostwal as on 31/03/2002 as certified  by M/s. S.K. Salgia & Co. Chartered  Accountants (membership no. of Mr. S.K.Salgia – 32010), having their office at A- 406, Sheetal Apartment, Baman Wada Road, Chakala, Vile Parle (E), Mumbai 400 099, Telephone  No. : 022 8371837 is  Rs 11.57 lacs.

 

4.            The details of company promoted by Kishor Ostwal and Mrs. Sangita Ostwal are as under :

 

M/s.  Shreenath Finstock Pvt .Ltd

 

The company was incorporated on December 28, 1994 under the Companies Act 1956  and  is engaged in the business to act as consultants, advisors and to undertake and to carry all kinds of financial and other operations.

 

The brief financials of the company for the three years ended 31/03/99, 31/03/00 and 31/03/01are as under :

 

    (Rs in Lacs)

Particulars	Year ended 31/03/01	Year ended 31/03/00	Year ended 31/03/99
Total Income	3.80	41.39	1.27
Profit After Tax	(35.27)	35.58	0.05
Equity Capital	14.75	1.50	0.14
Reserves	0.32	35.58	0.00
EPS  (in Rs.)	--	237.20	3.53
NAV (in Rs.)	10.19	246.94	2.63

 

 

Mrs. Sangita Ostwal

 

5.            Mrs. Sangita Ostwal w/o Mr. Kishor Ostwal, aged  34 years is residing at F/ 201, Aditya Apartments, Old Nagardas Road, Mumbai – 400 069.   She is a commerce graduate and has around 2 years of business experience handling the activities at Neil.

 

6.            Apart form Neil,  Sangita Ostwal has co-promoted Shreenath Finstock P.Ltd. wherein she is a full time director. She is not on the board of  any listed companies.

 

7.            The  Net worth of Mrs. Sangita Ostwal as on 31/03/2002 as certified  by M/s. S.K. Salgia & Co. Chartered  Accountants (membership no. of Mr. S.K.Salgia – 32010), having their office at A- 406, Sheetal Apartment, Baman Wada Road, Chakala, Vile Parle (E), Mumbai 400 099 telephone  No. : 022 8371837 is  Rs 11.72 lacs.

 

Mr. Deven Jhaveri 

 

8.            Mr. Deven Jhaveri,   S/o. Mr. Nagindas Jhaveri, aged  33 years is residing  at Rajashripal CHS, 905-B, 9^th floor, J.M. Mehta Road, Nepean Sea Road, Mumbai 400 006. He is  a Commerce graduate having over 15 years of business experience. 

 

9.            Apart from Neil, Deven Jhaveri is not a full time director in any company. He is not on the board of  any listed companies.

 

10.        The  Net worth of Mr. Deven Jhaveri as on 31/03/2002 as certified  by M/s. S.K. Salgia & Co. Chartered  Accountants (membership no. of Mr. S.K.Salgia – 32010), having their office at A- 406, Sheetal Apartment, Baman Wada Road, Chakala, Vile Parle (E), Mumbai 400 099, Telephone  No. : 022 8371837 is  Rs 106.11 lacs.

 

Mrs. Rupa Jhaveri

 

11.        Mrs. Rupa Jhaveri w/o Mr. Deven Jhaveri, aged  31 years is residing at Rajashripal CHS, 905-B, 9^th floor, J.M. Mehta Road, Nepean Sea Road, Mumbai 400 006.   She is a commerce graduate and has around 2 years of business experience.

 

12.        Apart from Neil, Rupa Jhaveri is not a full time director in any company. She is not on the board of  any listed companies.

 

13.        The  Net worth of Mr. Rupa Jhaveri as on 31/03/2002 as certified  by M/s. M/s. S.K. Salgia & Co. Chartered  Accountants (membership no. of Mr. S.K.Salgia – 32010), having their office at A- 406, Sheetal Apartment, Baman Wada Road, Chakala, Vile Parle (E), Mumbai 400 099, Telephone  No. : 022 8371837 is  Rs 38.22 lacs.

 

 

4. DISCLOSURE IN TERMS OF REGULATION 16 (ix)

 

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  substantial  acquisition of voting rights with change in control and management of the target company.

 

2.       The  Acquirer  does not have any  intention to dispose of or  otherwise encumber  any assets of AVON in the next two years  from the date of closure of the offer, except in the ordinary  course of business of  AVON.  

 

3.       Through the proposed takeover it is intended to develop business synergies and develop web based business with the expertise of the Acquirer Company in the Target Company.

 

 

5. BACKGROUND OF THE TARGET COMPANY.

 

AVON PROPERTIES LIMITED (AVON)

 

1. AVON is a Public Limited Company having its Registered Office at 402, Daimond Plaza, 391, Dr. D.B. Marg, Mumbai – 400 004.  The company was incorporated on 25^th April, 1982 in the state of West Bengal. Later on the Company obtained a fresh certificate of Registration on transfer of the registered office from one state to another state i.e from West Bengal to Maharashtra on 19^th June, 1986.  The present promoter directors of the company are Mr. Omprakash Sanghai, Mr. Ashutosh Sanghai and Mr. Arvind Sanghai.

 

2. The Issued, Subscribed and Paid up Equity Share Capital  of AVON as on 31.03.2001 was Rs. 24.50 lacs comprising of  2,45,000 equity shares of Rs. 10/- each fully paid. The shares of the company are listed on the Mumbai Stock Exchange.  Total  Income of the Company for the year ended 31^st March, 2001 was Rs. 1047.01 lacs with a net profit after tax of Rs. 4.42 lacs.

 

3. AVON is engaged in the business of Real Estate i.e purchase and sale of properties, trading & investment in shares.

 

4. Share Capital structure

 

PAID-UP EQUITY SHARES OF TARGET COMPANY	NO. OF SHARES /VOTING RIGHTS	%AGE OF SHARES / VOTING RIGHTS
Fully paid-up Equity Shares	2,45,000	100.00
Partly paid-up Equity Shares	--	--
Total Equity Shares issued	2,45,000	100.00

 

There are no outstanding convertible instruments (warrants/ FCDs /PCDs) etc.

 

 

5. Compliance with listing and other statutory requirements:

 

As informed by the Target company as regards the status of compliance with the listing  requirement, the Target Company has complied with the listing requirements as and when required and that the shares were not suspended from trading at BSE at any point of time and no punitive actions were taken against the company by the BSE.  The company its promoters,  sellers and acquirers  have not been prohibited by SEBI from dealing  in securities in terms of directions issued u/s 11B  of the  SEBI Act.

 

The company, its promoters, sellers and major shareholders  have not complied with any of  the applicable provisions of chapter II of SEBI (SAST),   Regulations 1997 till date.

 

   6.  BOARD OF DIRECTORS

 

The composition of Board of Directors as on  the date of Public Announcement   is as follows:

 

Name	Address
Mr. Omprakash Sanghai	22, Vaibhav, 80, Bhulabhai Desai Road, Mumbai- 400 026
Mr. Ashutosh Sanghai	22, Vaibhav, 80, Bhulabhai Desai Road, Mumbai- 400 026
Mr. Arvind Sanghai	22, Vaibhav, 80, Bhulabhai Desai Road, Mumbai- 400 026

 

There has been no merger / demerger, spin off relating to the company during last 3 years.

 

6. FINANCIAL HIGHLIGHTS

 

(i) Profit & Loss Statement (Audited) :-

  (Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000	YEAR ENDED 31/03/1999
Income from Operations	1038.61	317.31	30.22
Other Income	8.41	6.18	6.71
Increase/Decrease in stock	(109.27)	109.27	-
Total Income	937.75	432.76	36.93
Total Expenditure	932.63	430.23	32.34
PBDIT	5.12	2.53	4.59
Depreciation	0.62	0.75	0.01
Interest	-	-	-
Profit before Tax	4.50	1.78	4.58
Provision for taxation	0.08	0.21	-
Profit after Tax	4.42	1.57	4.58
Prior Period Adjustments	-	0.04	(0.45)
Balance brought forward from previous year	(4.51)	(6.05)	(10.17)
Balance carried to Balance Sheet	(0.09)	(4.51)	(6.04)

 

 

 (ii) Balance Sheet Statement(Audited)  :-

 (Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000	YEAR ENDED 31/03/1999
Source of Funds :-
Paid up Share  Capital	24.50	24.50	24.50
Reserves & Surplus (excluding revaluation reserves)	-	-	-
Net Worth	24.50	24.50	24.50
Secured Loans	-	-	-
Unsecured Loans	75.62	115.02	21.40
TOTAL	100.12	139.52	45.90
Uses of Funds :-
Net Fixed Assets	2.07	3.24	3.79
Capital Work in Progress	-	-	-
Investments	-	-	-
Net Current Assets	97.96	131.77	36.07
Misc. Expend not W/O	0.09	4.51	6.04
TOTAL	100.12	139.52	45.90

 

(iii) Other Financial Data :-

 

PARTICULARS	YEAR ENDED 31/03/01 (AUDITED)	YEAR ENDED 31/03/00 (AUDITED)	YEAR ENDED 31/03/99 (AUDITED)
Dividend (%)	-	-	-
Earning Per Share (Rs)	1.80	0.64	1.87
Return on Net Worth (%)	18.11	7.90	24.80
Book Value per Share (Rs)	9.96	8.16	7.53

 

 

(iv) Unaudited Provisional Financial results for the nine months  ended 31.12.2001 is as under:

(Rs in lacs)

PARTICULARS	NINE MONTHS  ENDED 31/12/01
Net Sales/ Income from Operations	12.00
Other Income	0.01
Total Income	12.01
Less  Total Expenditure
Increase / Decrease in Stock in Trade	(2.40)
Purchases	0.00
Staff cost	0.78
Other Expenses	2.97
Interest	0.00
Depreciation	0.30
Profit / (Loss) before Tax	5.56
Less : Provision for Taxation including Dividend Tax	0.00
Net Profit/ Loss	5.56
Paid up equity share capital (Face value Rs. 10 per share)	24.50

 

7. SHAREHOLDING PATTERN

 

As on 30.06.01 the shareholding pattern is as under:

 

Sr.No	Category	Number of shares	% to total
1.	Promoters	1,49,800	61.14
2.	FII/ Mutual–Funds/ FIs/ Banks	--	--
3.	Private Corporate Bodies	10,000	4.08
4.	Indian Public	85,200	34.78
	Total	2,45,000	100.00%

 

 

8.      Pre and Post offer shareholding pattern of AVON is as follows: -

 

Shareholders Category	Shareholding & Voting Rights prior to the agreement / acquisition and 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 acquisition and offer i.e.   (D)
	No.		%	No.	%	No.	%	No.	%
1) Promoter Group a)      Parties to agreement, if  any b)      Promoters other than (a) above     Total 1(a+b))	17,000   1,00,800       1,17,800	6.93   41.15       48.08		--   --       --	--   --               ---	--   --       --	--   --       --	--   1,00,800       1,00,800	--   41.15       41.15
2) Acquirer	32,000	13.06		17,000	6.93	49,000	20.00	98,000	39.99
3) Parties to agreement      other than 1(a) and 2	--	--		--	--	--	--	--	--
4) Public (other than parties to agreement, acquirer& PACs)   a.Fis/MFs/FIIs/Banks, SFIs         b. Others   Total 4 (a+b)	--       95,200   95,200	--       38.86   38.86		--   --       --   --	--   --       --   --	--   --	--   --	46,200   46,200	18.86   18.86
Total (1+2+3+4)	2,45,000	100.00		17,000	6.93	49,000	20.00	2,45,000	100.00

 

The Acquirer (including PACs) has not acquired any shares of the target company after the Public Announcement till the date of Letter of offer. The Target Company is not a sick Industrial company within the meaning of clause (o) of Sub-Section  (I) of Section 3 of the Sick Industries Companies (Special Provision) Act, 1985. The total number of shareholders in Public Category are  80.

 

 

6.  OFFER PRICE AND FINANCIAL ARRANGEMENTS

 

6.1.  JUSTIFICATION OF OFFER PRICE

 

1.            The equity shares of AVON PROPERTIES LIMITED (AVON) are listed on the Mumbai Stock Exchange, ("BSE")

 

2.            The details of shares traded during the 6 calendar months prior to the month in which PA was made is as under :

 

 

NAME OF THE STOCK EXCHANGES	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 )
BSE	50	2,45,000	0.04%

 

3.            The shares of the company are infrequently traded. The annualized trading turnover in the shares of the target company during the preceding 6 calendar months prior to the month in which this public announcement is made is less than 2 % of the listed shares of the Target company.  The last traded price of the share on the Stock Exchange at Mumbai was on February 22, 2002 at Rs. 8.50 and the number of shares traded were 50. The offer price has been arrived at as per the Regulation 20 (3) of the SEBI Takeover Regulations taking into account the following : 

 

(a)    The negotiated price under the agreement which in this case is Rs. 10/- per share (Regulation 20(3)(a))

(b)    the Acquirer has acquired 32,000 equity shares of Rs. 10/- each of the target company at a price of Rs. 10/- per share during the past 26 weeks from the date of the PA.   (Regulation 20(3)(b))

(c)    Since the Acquirer (including PACs) and PACs have not acquired any shares in the target company by way of preferential allotment during 12 months period prior to the date of the PA the same is not applicable. (Regulation 20(3)(c))

(d)    Other Parameters as on 31.03.2001 such as Book Value of Rs. 9.96, EPS of Rs.1.80 and Return on Net worth of 18.10%. (Regulation 20(3)(d))

 

4.            In view of the above, the Offer Price payable under this Offer is in compliance with the Takeover Regulations. All other parameters suggest that the price of Rs. 10/- per equity share is just and reasonable in terms of the regulation 20(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

 

5.            The offer price shall not be less than the highest price paid by the Acquirer (including PACs) for any acquisition of the shares of the Target Company from the date of PA up to 7 working days prior to the closure of the offer (i.e. upto  27/07/02).

 

6.2   FINANCIAL ARRANGEMENTS

 

1.            The Acquirer has adequate and firm financial resources to fulfill the obligations under the open offer. The sources of funds shall be through internal resources of the company. No borrowing from Bank/ Financial Institution is being made for the purpose. All the funds will be domestic and no foreign funds will be utilised.

 

2.            The maximum purchase consideration payable by the Acquirer in the case of full acceptance of the offer i.e. 49,000 fully paid up equity shares of AVON at the offer price of Rs.10/- per equity shares would be Rs. 4.90 lacs.    As per Regulation 28, the Acquirer has created a Fixed Deposit towards Escrow amount  with Corporation Bank, Vile Parle (East) Branch for an amount of Rs. 1.25 Lacs (Rupees One Lac Twenty Five Thousand only) being more than 25% of the consideration payable under this offer, on which a lien has been granted in favour of the Manager to the Offer.

 

3.            M/s S.K. Salgia & Co. Chartered  Accountants (membership no. of Mr. S.K.Salgia – 32010), having their office at A- 406, Sheetal Apartment, Baman Wada Road, Chakala, Vile Parle (E), Mumbai 400 099 telephone  No. : 022 8371837  have confirmed vide their certificate dated May 4, 2002 that sufficient resources are available to allow the Acquirer to fulfill its obligations under the offer. Based on the above, the Manager to the Offer  is satisfied about the ability of  the Acquirer to implement the offer in accordance with the Regulations.

 

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

 

 

7.  TERMS AND CONDITIONS OF THE OFFER

 

1.            The Letter of Offer together with the Form of  Acceptance cum Acknowledgement will be mailed to the shareholders of AVON (except the Acquirer,  the Persons Acting in Concert, parties to the agreement and other promoters) whose names appear on the Register of Members of AVON at the close of the business on 15/05/02 (the Specified Date).

 

2.            The Acquirer (including PACs) will acquire for cash, Equity Shares of AVON to the extent of valid acceptances received under this offer.

 

3.            The instructions, authorizations and provisions contained in the Form of Acceptance cum Acknowledgement  constitute part of the terms of the offer.

 

4.            In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance  to the Manager to the Offer, on a plain paper stating the Name, Address, No. of  shares held,  Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach the Manager to the Offer on or before the close of the Offer, i.e. 03/08/02. Accidental omission to dispatch this document to any person to whom this offer is made or non-receipt of this offer shall not invalidate the offer in any way.

 

5.            Each Shareholder of AVON to whom this offer is being made, is free to offer his shareholding in AVON, in whole or in part while accepting this offer.

 

6.            Subject to the conditions governing this offer as mentioned in this offer document, the acceptance of this offer by the shareholder(s) must be absolute and unqualified. Any acceptance to the offer which is conditional or incomplete is liable to be rejected without assigning any reason whatsoever.

 

7.            Acquirer (including PACs) is confident of completing all the formalities pertaining to the Acquisition of the said shares, within 30 days from the date of closure of this offer.

 

8.            The Acquirer (including PACs) would be responsible for ensuring compliance with the regulations.

 

9.           Locked in Shares

 

      The offer shall also be applicable to shares under lock-in if any. The acquisition of shares subject to lock in is subject to the continuation of the residual lock in period in the hands of the Acquirer (including PACs). There shall be no discrimination in the acceptances of shares subject to lock in and those not subject to lock in. There is no separate approval  required  for this purpose.

 

10.       Eligibility for accepting the offer

This offer is made to all the shareholders (except the Acquirer,  the Persons Acting in Concert, parties to the agreement and other promoters) whose names appear in the register of shareholders on 15/05/2002 and also to those persons who own the shares any time prior to the closure of the offer, but are not the registered shareholder(s).

 

11.       Statutory approvals

 

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

 

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

 

 

8.  PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

 

1.       The Letter of Offer together with the Form of  Acceptance cum Acknowledgement will be mailed to the shareholders of AVON(except the Acquirer,  the Persons Acting in Concert, parties to the agreement and other promoters)  whose names appear on the Register of Members of AVON at the close of the business on 15/05/2002 (the Specified Date).

 

2.       Shareholders who wish to tender the shares will  be required to send the Form of Acceptance cum Acknowledgement duly completed and signed by all the shareholders, Original Share Certificate (s) and Transfer Deed (s) duly signed in case of Joint Holdings in the same order as per the specimen signatures lodged with AVON and witnessed (if possible by a Notary Public or Bank Manager or Member of Stock Exchange with membership number).to the Manager to the Offer, either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e. 03/08/02 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. In case the shares stand in the name of a sole shareholder who is deceased, notarised copy of the legal representative  obtained from a competent court.

 

3.       The address of the collection center of the Manager  to the Offer for the  purpose of the offer is as follows :-

 

Aryaman Financial Services Limited

35, Atlanta, Nariman Point,

Mumbai 400 021, 

Tel. No  (022)  2826464/65/66

Fax No.: (022) 2826467

e-mail : aryaman@bom2.vsnl.net.in

Mode of Delivery : Registered Post and / or Hand delivery

Contact Person :  Ms. Radha Kirthivasan

 

Business Hours :  Monday to Friday  11.00 a.m. to  4.00  p.m. (excluding  Bank Holidays)

 

Applicants who cannot hand deliver their documents at the collection centers  referred above , may send the same by Registered Post, at their own risk and cost, to the Manager   to the Offer at their Mumbai address given above.

 

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

 

5.       The Manager 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 AVON who have accepted the offer, until the cheques / drafts  for the consideration  and/ or the unaccepted shares/ share certificates are dispatched/ returned.

 

6.       Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by  Registered Post at the shareholders/ unregistered owners sole risk to the sole/ first shareholder.

 

7.       In case the shares tendered in the offer by the shareholders of the AVON are more than the  shares to be acquired under the offer, the acquisition of the shares  from each shareholder will be  as per the provision of Regulation 21(6) of the Regulations on  a proportionate basis.

 

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

 

    

NO DOCUMENT SHOULD BE SENT TO THE ACQUIRER (INCLUDING PACS) OR TO AVON PROPERTIES LIMITED.

 

The shareholders also have an option to download the form of acceptance from SEBI’s website (www.sebi.gov.in) and apply in the same.

9. DOCUMENTS FOR INSPECTION

 

Copies of the following documents will be available for inspection at the Registered office of  Neil   Information Technology  Private Ltd. having its address at A/ 120, Gokul Arcade,  Sahar Road,  Vile Parle (E) on all working days except Saturdays, Sundays and Bank Holidays between 11.00 a.m. and 3.00 p.m. during the Offer Period.

 

 

1.       Memorandum of Association & Articles of Association (including Certificate of Incorporation) of                  Neil   Information Technology  Private Ltd 

2.       Copy of the Public Announcement.

3.       Copies of Audited Annual Reports of AVON as at 31.03.1999, 31.03.2000, 31.03.2001 and unaudited half yearly provisional results for the period ended 30.09.2001.

4.       Copies of Audited Annual Reports of Neil   Information Technology  Private Ltd   for the two years ended 31.03.2000 and 31.03.2001and and unaudited certified results for the seven months ending 31/10/01

5.       Copy of certificate from a Chartered Accountant, M/s. S.K. Salgia & Co.  certifying the adequacy of financial resources with the Acquirer to fulfil the offer obligations.

6.       Copy of certificate from Chartered Accountant – M/s. S.K. Salgia & Co. certifying the networth of the PACs

7.       List of directors of Acquirer (including PACs) company along with their residential addresses.        

8.      Copy of SEBI letter  TO/AS/0148/02 dated June 7, 2002.

 

10. DECLARATION

 

1.       The Acquirer (including PACs) having made all reasonable inquiries, accepts responsibility for, and confirms that this letter of offer contains all information with regard to the offer, which is material in the context of the issue, that the information contained in this letter of offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

2.       Each of the Acquirer (including PACs) would be severally and jointly responsible for ensuring compliance with the Regulations.

3.       We hereby declare and confirm that all the relevant provisions of Companies Act, 1956 and all the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 have been complied with and no statements in the offer document is contrary to the provisions of Companies Act, 1956 and SEBI Substantial Acquisition of Shares and Takeover) Regulations 1997. 

 

Signed by  Mr. Kishor P. Ostwal (Authorised vide board resolution dated June 13, 2002) on behalf of himself and the  Board of Directors of  M/s. Neil Information Technology Ltd (Acquirer)

           sd/-

 

 Mrs. Sangita K. Ostwal,

 

           sd/-

 

Mr. Deven Jhaveri

 

           sd/-

 

 Mrs. Rupa Jhaveri .

 

           sd/-

Date :    14/06/02

Place :  Mumbai

 

Enclosures            :                                               (1)  Form of Acceptance cum Acknowledgement

                                                                        (2)  Transfer Form  

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form with enclosures to the Manager to the Offer at their address given overleaf)

 

FORM OF ACCEPTANCE- CUM –ACKNOWLEDGEMENT

 

OFFER

OPENS ON :     05/07/02

CLOSES ON:    03/08/02

From :-                                                                                                

Folio No.:                            Sr.No.:                              No of Shares Held

 

 

 

 

Tel No:                                                 Fax No:                                                E-Mail:

 

To :

Aryaman Financial Services Limited

35, Atlanta, 3^rd floor, Nariman Point,

Mumbai 400 021

 

Sub.:    Open offer  for purchase of  49,000 equity shares of Avon Properties  Ltd. representing 20.00 % of the issue and paid up equity share and voting capital at a consideration of Rs 10/-- per fully paid up equity share by  Neil Information Technology Ltd

 

Dear Sir,

 

I/We refer to the Letter of Offer dated  14/06/02 for acquiring the equity shares held by me/us in Avon Properties Ltd.

 

I/We, the undersigned, have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

 

I/We accept the Offer and enclose the original share certificate (s) and duly signed transfer deed (s) in respect of my/our shares as detailed below:

 

Sr. No.	Certificate	Distinctive Nos		No of  Shares
		From	To
Total number of  equity shares.

 

 

(In case of insufficient space, please use additional sheet and authenticate the same)

 

I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by the Manager to the Offer until the time the Acquirer (including PACs) pays the purchase consideration as mentioned in the Letter of Offer.  I/We also note and understand that the Acquirer  (including  PACs) will pay the purchase consideration only after verification of the documents and signatures.

 

Note : All future correspondence, if any should be addressed to Manager to the Offer at the address mentioned behind in this form. The documents referred to above should be sent to any of the collection centres mentioned overleaf.

 

I/We note and understand that the Shares would lie in the Escrow Account until the time the Acquirer (including PACs) makes payment of purchase consideration as mentioned in the Letter of Offer.

 

I/We confirm that the equity shares of  Avon Properties  Ltd, which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any kind whatsoever.

 

I/We authorise the Acquirer (including PACs) to accept the shares so offered which it may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/We further authorise the Acquirer (including PACs) to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof.

 

I/We authorise the Acquirer (including PACs) or the Manager to the Offer to send by registered post (under UCP if less than Rs. 1,500/-) the draft/cheque in settlement of the amount to the sole/first holder at the address mentioned below:

 

Yours faithfully,

 

Signed and Delivered:

 

	FULL NAME(S)	SIGNATURE(S)
First / Sole Shareholder
Second Shareholder
Third Shareholder

 

Note : In case of joint holdings, all holders must sign.  A corporation must affix its common seal.

 

Address of First/Sole Shareholder _______________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________

 

Place :                                                                                      Date:

 

So as to avoid fraudulent encashment in transit, shareholder(s) may provide details of bank account of the first / sole shareholder and the consideration cheque or demand draft will be drawn accordingly.

 

Name of the Bank ___________________________________________   Branch  ________________________________________________   Account Number ____________________________________________   Savings/Current/Others (Please  Specify)________________________

 

 

Business Hours             :  Mondays to Friday :  11.00 a.m. to 4.00 p.m.

Holidays                       :  Saturdays, Sundays and Bank Holidays

 

All queries in this regard to be addressed to the Manager to the Offer  at the following address quoting your Folio No.

 

Aryaman Financial Services Limited

35, Atlanta, Nariman Point,

Mumbai 400 021.

Tel. No  (022)  2826464/65/66

Fax No.: (022) 2826467

e-mail : aryaman@bom2.vsnl.net.in

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Tear along this line - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

 

Folio No..:                                    Serial No.                                                                     Acknowledgement  Slip

Aryaman Financial Services Limited

35, Atlanta, 3^rd floor, Nariman Point,

Mumbai 400 021

Received from Mr./Ms. ____________________________________________________         Signature of Official             Stamp of

Address_________________________________________________________________         and Date of Receipt             Collection Centre

Number of certificate(s) enclosed  _____________  Certificate Number(s) _____________

Total number of share(s) enclosed ____________________________________________