" This Document is important and requires your immediate attention"

This Letter of Offer is sent to you as a shareholder (s) of Bhandari Consultancy and Finance Limited. If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or Merchant Banker/ Registrar to the offer. In case you have recently 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 Stock Exchange through whom the said sale was effected."

Cash Offer at Rs.21.50/- (Rupees twenty one and fifty paise only) per fully paid up equity share

Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof.

To Acquire 8,10,100 equity shares of Rs. 10/- each representing 20% of the paid up share/voting equity share capital of Bhandari Consultancy and Finance Limited (BCFL), having its Registered Office at 4, Synagogue Street, II Floor, Kolkatta-700 001, Telephone no. (033) (2421053, 2425133, 2426077) By Shri Abhimanyu Sindhu, S/o Ch. Mitter Sen, R/o 96-A, Subhash Nagar, Rohtak, Haryana , Tel: (01262) (74463, 74481), Telefax: (01262) (66892) (Acquirer)  And Smt. Ekta Sindhu, W/o Shri Abhimanyu Sindhu and Abhimanyu Sindhu (HUF), both R/o 96-A, Subhash Nagar, Rohtak, Haryana , Tel: (01262) (74463, 74481), Telefax: (01262) (66892) (Persons acting in concert) The offer is not subject to any minimum level of acceptances. To the best of Acquirer's knowledge there are no statutory approvals required as on date hereof, to acquire the shares tendered pursuant to this offer.  If there is any upward revision in the Offer by the Acquirer till the last date of revision i.e. 25.09.2002, the same would be informed by way of Public Announcement in the Pioneer , Veer Arjun and Khaborar Kagaz , i.e the newspapers where the original Public Announcement had appeared. Such revised Offer Price would be payable by the Acquirer for all the shares tendered any time during the offer. Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement/Letter of offer, cannot withdraw the same.  If there is any Competitive bid: The Public offers under all the subsisting bids shall close on the same date. As the offer price can not be revised during 7 working days prior to the closing date of the letter of offers/ bids, it would, therefore be in the interest of the shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.  A copy of the Public Announcement and this Letter of Offer (including form of acceptance cum acknowledgement) is also available on SEBI's website www.sebi.gov.in.

Manager To The Offer	Registrar To The Offer
Doogar & Associates Limited 13, Community Centre, East of Kailash, New Delhi-110 065 Tel: (011) 6472557,6419079,6218274 Fax: (011) 6219491 Email :doogar@ndf.vsnl.net.in Contact Person: Ms. Anvita Awasthi	Skyline Financial Services Private Limited 123, Vinoba Puri, Lajpat Nagar II, New Delhi-110 024 Tel:(011) 6847136 Fax: (011) 6918352 Contact Person: Shri Subhash Agarwal

"Acquirer"	Shri Abhimanyu Sindhu
"Agreement"	Acquisition Agreement dated 19.06.2002 ("The Agreement") with Shri Ravinder Bhandari, his friends, relatives and other associates & associated companies ("Seller"), to acquire 18,34,960 fully paid equity shares of Rs. 10/- each, representing 45.30% of the Subscribed equity shares capital/ Voting capital of Bhandari Consultancy and Finance Limited
"Persons acting in concert/ PACs"	Smt. Ekta Sindhu and Abhimanyu Sindhu (HUF)
"DP"	Depository Participant
"BSE/ DSE/ CSE"	Stock Exchange, Mumbai, Delhi Stock Exchange and Calcutta Stock Exchange
"Eligible Persons for the Offer"	Registered shareholders of Bhandari Consultancy and Finance Limited as on the Specified Date i.e. 10.07.2002 and unregistered persons who own shares of Bhandari Consultancy and Finance Limited at any time before the closure of the Offer excluding parties to the Acquisition Agreement dated 19.06.2002.
"Form of Acceptance"	Form of Acceptance cum Acknowledgement
"Letter of Offer"	This Offer document
"Manager to the Offer/ D&A"	Doogar & Associates Limited
"Offer"	Offer for acquisition of 8,10,100 fully paid up equity shares of Rs. 10/- each of Bhandari Consultancy and Finance Limited representing 20% of the paid up/ voting share capital of Bhandari Consultancy and Finance Limited at a price of Rs.21.50/- (Rupees twenty one and fifty paise only) per fully paid up equity share for cash.
"Offer Price"	Rs.21.50/- (Rupees twenty one and fifty paise only) per fully paid-up equity share payable in cash.
"Public Announcement"	Announcement of the Offer by the Acquirer on 25.06.2002 in The Pioneer, Veer Arjun and Khaborar Kagaz.
"Registrar/Registrar to the Offer"	Skyline Financial Services Private Limited
"Regulations"	Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof.
"SEBI"	Securities and Exchange Board of India
"Shares"	Fully paid up equity shares of Bhandari Consultancy and Finance  Limited of face value of Rs.10/- each
"Specified Date"	10.07.2002
"Sellers"	Shri Ravindra Bhandari, his associates and associated companies, (which shall mean and include their heirs, executors, successors, associates, associate companies, administrators, nominees, legal representatives and assigns)
"Target company or BCFL"	Bhandari Consultancy and Finance Limited

 

1. DISCLAIMER CLAUSE

2.1.2. With a view to acquire control and management of BCFL, Acquirers along with PACs have entered into an Acquisition Agreement ("Acquisition Agreement")dated 19.06.2002 with Promoters/ persons having control over the Company i.e. Shri Ravindra Bhandari, his associates and associated companies, collectively referred to as "Sellers", (which expressionshall mean and include their heirs, executors, successors, associates, associate companies, administrators, nominees, legal representatives and assigns) to acquire18,34,960 fully paid up equity shares of Rs. 10 each of BCFL representing 45.30 % of subscribed and issued /voting capital at a price of Rs. 2.00 (Rupees two only) per fully paid up equity share.

2.1.4.The Acquirer / PACs and the target company have not been prohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of the Securities and Exchange Board of India Act, 1992 or under any other regulations made under the Securities and Exchange Board of India Act, 1992.

2.1.5.As of now there is no director on the Board of BCFL representing the Acquirer or PACs but pursuant to the Offer the Board of BCFL will be reconstituted to provide representation to the Acquirer.

2.1.6.The Acquirer and the PACs have not acquired any shares of the Target company during the period of 12 months prior to the date of Public Announcement.

2.2.Details of the proposed offer

2.2.1.The Public Announcement was made in the following newspapers, on 25.06.2002 in accordance with Regulation 15 of the Regulations:

Newspapers	Edition	Language
The Pioneer Veer Arjun Khaborar Kagaz	All editions All editions Kolkata edition	English National Daily Hindi National Daily Bengali 'Regional' Daily

2.2.3.The Acquirer and the PACs have not acquired any share of BCFL after the date of Public Announcement and upto the date of this Letter of Offer.
 
 

2.3.Object of the offer

2.3.1.The offer to the shareholders of BCFL is made in accordance with Regulation 10 & 12 of the Regulations.

2.3.2.The prime object of the offer is to acquire control and management of BCFL.
 
 
 
 

3. Background of the Acquirer/ PACs

3.1.Details of the Acquirer- Shri Abhimanyu Sindhu

• Indus Portfolio (P) Limited.
• Aryan Coal Benefications (P) limited.
• Param-mitra Coal Movers (P) Limited.

• Indus Communications
• SAS Loaders
• AS Loaders

1. Smt. Ekta Sindhu, W/o Shri Abhimanyu Sindhu, R/o 96-A, Subhash Nagar, Rohtak, Haryana, aged 33, is having wide experience in field of finance and educational activities. She runs a Public School named Indus Public School. Her personal net worth is Rs. 57,08,333/-( Rupees fifty seven lac eight thousand three hundred and thirty three only) as on 31.03.2002 duly certified by Shri Ajay Pujani (Membership No. 92837) of M/s Nagar, Goel & Chawla, Chartered Accountants, B –11, 1^st Floor, Shivalik, Opposite Malviya Nagar, New Delhi-110 017 vide his certificate dated 22.05.2002.
2. Abhimanyu Sindhu (HUF), R/o 96-A, Subhash Nagar, Rohtak, Haryana is Hindu Undivided Family with Abhimanyu Sindhu as its Karta. The main area of activity of Abhimanyu Sindhu (HUF) is transportation. It is having a net worth of Rs. 20,85,552/- ( Rupees twenty lac eighty five thousand five hundred and fifty two only) as on 31.03.2002 duly certified by Shri Ajay Pujani (Membership No. 92837) of M/s Nagar, Goel & Chawla, Chartered Accountants, B –11, 1^st Floor, Shivalik, Opposite Malviya Nagar, New Delhi-110 017 vide his certificate dated 22.05.2002.
3. Among the PACs, Smt.Ekta Sindhu is wife of Shri Abhimanyu Sindhu and Shri Abhimanyu Sindhu is the Karta of Abhimanyu Sindhu (HUF).
4. There has not been any formal agreement entered into by the Acquirer and PACs.
5. Acquirer / PACs have duly complied with provisions of Chapter II of The Regulations within the time specified in the Regulations.
6. Acquirer has no intentions to dispose of or otherwise encumber any assets of BCFL in the next two years except in the ordinary course of the business of BCFL.

4. BACKGROUND OF THE TARGET COMPANY

4.2.Share capital structure of BCFL:

 4.2.1 Share capital structure of BCFL before the Forfeiture of 9,49,500 Shares.

Paid up equity Shares of Target Company	No. of Shares	Equity Share Capital [Amount (Rs.)]
Fully paid up equity share	40,50,500	4,05,05,000
Partly paid up shares	9,49,500	26,46,980 (Paid up amount on 949500 shares for transfer to Share Forfeiture A/c)
Total Equity share capital	50,00,000	4,31,51,980

 

4.2.2.Share capital structure and voting rights of BCFL

Paid up equity Shares of Target Company	No. of Shares/ voting rights	% of shares/ voting rights
Fully paid up equity shares	40,50,500	100
Partly paid up equity shares	Nil	Nil
Total paid up equity shares	40,50,500	100
Total voting rights in BCFL	40,50,500	100

 

4.3.There are no convertible instruments (warrants/FCDs/PCDs), etc. in the BCFL.

4.4.The total listed paid up equity share capital of BCFL, as on the date of this Public Announcement is Rs.4, 05,05,000/- comprising 40,50,500 fully paid shares of Rs.10/- each. As on date of this Public Announcement, there are no partly paid up shares.

4.5.The share capital of the company has increased in the financial year 2001-02 due to realisation of calls in arrear/ allotment money which is reflected in the audited balance sheet as on 31.03.2002.

4.6.The call money on 9,49,500 shares was not received by the company even after repeated reminders. Therefore, after making a final reminder, the Board of Directors passed a resolution forfeiting these shares on 20.06.2002. The CSE has already noted the forfeiture of the shares ( Source : Letter from CSE dated 07.08.2002) and application for the same is pending in DSE and BSE.

4.7.The shares of BCFL are presently listed at BSE, DSE and CSE. The shares of BCFL were also listed on the Madras Stock Exchange (MSE) but Madras Stock Exchange was voluntarily requested by the Company during the year 1997 to delist the shares, before any SEBI Guidelines in relation to delisting of securities came in to force and the relevant compliances at that time were completed by the company. But even after completing all the formalities the company is constantly receiving correspondence from Madras Stock Exchange. In reply time and again it has been brought in the notice of the Stock Exchange that the formalities of delisting have been completed from the company's end.

4.8.The applicable provisions of Chapter II of the Regulations have been complied with by BCFL at CSE though there has been a delay in filing the same.

4.9.BCFL has complied with the listing requirements and no punitive actions have been taken by any of the Stock Exchanges against BCFL

4.10.The composition of the Board of Directors of BCFL as on 25.06.2002 is as under:

4.12.The Financial information of BCFL is as under: Amount in Rs. lacs

Profit and Loss Statement	31.03.1999	31.03.2000	31.03.2001	31.03.2002 (Unaudited)
Income from operations	4177547	3407695	6422555	4757552
Other Income	8592	116050	Nil	248026
Total Income	4186139	3523745	6422555	5005578
Total Expenditure	1940312	8341060	3859595	2492887
Profit before depreciation interest and tax	(251205)	197961	37019	(73270)
Depreciation	14015	10999	8654	6254
Interest	Nil	Nil	Nil	Nil
Profit before Tax	(265220)	186962	28365	(79524)
Provision for Tax	Nil	22000	3000	Nil
*Profit After tax	(265220)	164962	25365	120467

4.13.Pre and Post Offer shareholding (assuming full acceptance of the offer) pattern of BCFL as on the date of the Public Announcement is detailed in the following table.

5.1.1.The shares of BCFL are listed / permitted to trade on DSE, BSE and CSE.

5.1.2.The annualised trading turnover of the shares of the Target Company on the Stock Exchanges is as under:
 

Name of the Stock Exchange	Total no. of shares traded during the 6 calendar months prior to the month in which Public Announcement is made	Total no. of listed shares	Annualised trading turnover (in terms of total listed shares)
Calcutta Stock Exchange	644900	40,50,500	31.84%
Delhi Stock Exchange	Nil	40,50,500	Nil
The Stock Exchange, Mumbai	Nil	40,50,500	Nil

Note: The application for delisting is pending with MSE and hence the data in that exchange has not been considered.

Since the volume of shares traded is more than 2% at CSE, the shares of the company are frequently traded in terms of Regulation 20 (2) of the Regulations. The offer price in term of Regulation 20(2) has been calculated as under:

_______________________________________________________________________

1. The negotiated price under the Agreement in Regulation 14 (i) Rs. 2.00/-
2. Highest price paid by the Acquirer or PACs with him for any
    

   acquisitions, including by way of allotment in the public issue

   or rights issue, if any during the 26 weeks period prior to the

   date of Public Announcement N.A.

3. The price paid by the Acquirer under a preferential
    

   allotment made to him or to PACs at any time during

   the twelve month period upto the date of closure of

   the offer N.A.

4. The average price during the 26 weeks preceding Rs. 21.42/-

_______________________________________________________________________

The average price under 20 (2)(d) has been arrived as per the following table:
 

Week no.	Week ending	High(Rs.)	Low (Rs.)	Average(Rs.)	Volume
1	07.06.2002	2.00	2.00	2.00	100
2	31.05.2002	3.6	2.40	3.00	300
3	24.05.2002	4.75	4.25	4.50	200
4	17.05.2002	7.00	5.75	6.37	200
5	10.05.2002	13.50	8.50	11.00	400
6	03.05.2002	18.00	15.25	16.63	200
7	22.03.2002	28.00	22.00	25.00	381500
8	15.03.2002	50.00	34.00	42.00	205000
9	01.02.2002	41.00	40.20	40.60	10000
10	25.01.2002	44.20	42.00	43.10	20000
11	18.01.2002	43.00	40.00	41.50	27000
	TOTAL			235.7	644900
	AVERAGE PRICE			21.42

Shares of the company are infrequently traded in terms of Regulation 20 (3) at BSE and DSE as there is nil trading of the shares of the company at these Stock exchanges

5.1.3.Since the shares of the Company are infrequently traded in terms of Regulation 20(3) of the regulations at BSE and DSE , the offer price under Regulation 20(3) can be determined as under:

_______________________________________________________________________

1. The negotiated price under the Agreement in Regulation 14 (i) Rs. 2.00/-
2. Highest price paid by the Acquirer or PACs with him for any
    

   acquisitions, including by way of allotment in the public issue

   or rights issue, if any during the 26 weeks period prior to the

   date of Public Announcement N.A.

3. The price paid by the Acquirer under a preferential
    

   allotment made to him or to PACs at any time during

   the twelve month period upto the date of closure of

   the offer N.A.

4. Other parameters including the return on net worth,

earning per share etc.

Return on net worth as on 31.03.2002 (as per unaudited results) 0.284%

Book value per share as on 31.03.2002 (as per unaudited results) Rs. 8.45/-

Earning per share as on 31.03.2002 (as per unaudited results) Rs. 0.024/-

The highest of the prices under Regulation 20(3) comes out to be Rs. 8.45/- only.

5.1.4.Since the highest comes out to be Rs. 21.42/- in terms of Regulation 20(2), the offer price of Rs. 21.50/- is justified in terms of Regulation 20(6). The Acquirer would pay interest @ 15% p.a. on the offer price for the period commencing from 19.10.2002 to the actual date of payment.

5.1.5.If the Acquirer or PACs acquire shares of BCFL from the date of Public Announcement upto seven working days prior to the closure of the offer i.e. 25.09.2002 at a price higher than the offer price, then the Acquirer shall pay highest price paid by them for such acquisition for all the shares tendered any time during the offer period and accepted under the offer.

5.2.Financial arrangements

5.2.1.The Acquirer has made firm financial arrangements to meet the obligation under the offer in full. As per the Net Worth Certificates as on 31.03.2002, issued and duly certified by Shri Ajay Pujani (Membership No. 92837) of M/s Nagar, Goel & Chawla, Chartered Accountants, B –11, 1^st Floor, Shivalik, Opposite Malviya Nagar, New Delhi-110 017 vide his certificate dated 22.05.2002, there are adequate liquid funds to finance the purchase of all the shares for which the present offer is being made.

5.2.2.The total fund requirements for the acquisition of 8,10,100 fully paid up equity shares at Rs.21.50/- per share is Rs. 1,74,17,150/- (Rupees one crore seventy four lacs seventeen thousand one hundred and fifty only). In accordance with Regulation 28 of the Regulations, the Acquirers had created an Escrow Account in Bank of Baroda, East of Kailash Branch, New Delhi-110 065 of Rs. 28,35,350/- ( Rupees twenty eight lac thirty five thousand three hundred fifty only). Keeping the revised offer price in view, Acquirer has further deposited Rs. 32,60,660/- in the Escrow Account. Thus, Escrow Account consists of Rs. 60,96,010/- ( Rupees sixty lacs ninety six thousand and ten only) being more than 35% of the total consideration payable to shareholders under the offer.

5.2.3.The Acquirer has authorised D & A, Manager to the Offer to operate and realise the value of the Escrow Account in terms of the Regulations.

5.2.4.The Manager to the Offer has satisfied itself about the Acquirer's ability to implement the offer in accordance with the Regulations.

6.TERMS AND CONDITIONS OF THE OFFER

6.1.Applications which are complete in all respect and which reach the Registrar to the Offer on or before the date of closure of offer i.e. 05.10.2002 would be approved and the shares so offered would be accepted by the Acquirer free from all lien, charges, encumbrances along with all the rights attached to the shares like the right to all dividends, bonus and right shares and all other rights as are attached to such acquired shares.

6.2.There are no shares subject to lock-in.

The offer is open to all the shareholders (except the Acquirer, PACs and parties to Acquisition Agreement dated 19.06.2002 ) whose names appear in the register of shareholders on 10.07.2002 'the specified date', whose names appeared in the records of Depositories on the close of business hours on 10.07.2002 'the specified date' and also to those persons (except the Acquirer, PACs and parties to Acquisition Agreement dated 19.06.2002) who own the shares any time prior to the closure of the offer, but are not registered shareholder(s).

6.4.As on date of this Public Announcement, to the best of Acquirer's knowledge, there are no statutory approvals required. The Offer would be subject to all other statutory approvals that may become applicable at a later date before the completion of offer.

 7.PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

1. The shareholders/ beneficial owners/ unregistered owners of shares of BCFL are eligible to participate in the offer anytime before the closure of the offer by sending the documents mentioned below either by Registered Post, Courier or Hand Delivery to the Registrar to the Offer viz.: Skyline Finance Services Private Limited, 123, Vinoba Puri, Lajpat Nagar II, New Delhi 110 024, Telephone No.(011) 6847136, Fax (011) 6918352 either by Registered Post, Courier or Hand Delivery (between 10:00 a.m. to 5:00 p.m. on all working days), on or before the date of closure of the Offer i.e. 05.10.2002 in accordance with the instructions specified in the Letter of Offer & Application Form. The Contact person is Shri Subhash Aggarwal.

• Form of Acceptance duly signed and complete in all respect in accordance with the instructions contained therein, by all shareholders whose names appears on the share certificates.
• Original Share Certificate(s)
• Shares transfer deed(s), complete in all respect and duly signed by all the registered shareholders. In case of joint shareholding, the deed is to be signed in the same order and as per the specimen signature registered with BCFL, duly witnessed at the appropriate place. Find enclosed along with this Letter of Offer a blank share transfer deed to be utilised for this purpose.

• Form of Acceptance duly signed and complete in all respect in accordance with the instructions contained therein.
• Photocopy of the delivery instructions in "Off- market" mode or counterfoil of the delivery instructions in "Off-market" mode, duly acknowledged by the DP in favour of special depository account opened by Skyline Finance Services Private Limited , the Registrar to the Offer, with Abhipra Capital Limited styled as Skyline A/c- BCFL Open Offer Escrow A/c. The DP ID is IN300206 and the Beneficiary Client ID is 10601061.

In case of Unregistered Owners

• Plain paper stating the Name, Address, No. of shares held, No. of shares offered, Distinctive Nos., Folio No.
• Original Share Certificate(s)
• Valid Share Transfer form(s) as received from market. The details of buyer should be left blank, if the details of buyer are filled in, the tender will not be valid under the Offer. All other requirements for valid transfer will be precondition for valid acceptance.
• Original contract note issued by the broker through whom they have acquired their shares.

Also note that no indemnity is required from unregistered shareholders.

All necessary requirements for the valid transfer will be a precondition for valid acceptance.

All the documents mentioned above should be sent only to the Registrar to the Offer and not to be sent to the Acquirer/ PACs, BCFL or to the Manager to the Offer.

1. Eligible persons to the offer may also download a copy of Form of Acceptance, which is available on SEBI's website at www.sebi.gov.in and can apply for the offer in such downloaded form.
2. In the event of non-receipt of Letter of Offer, the eligible persons may send application on plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No. along with all documents as mentioned above, so as to reach the Registrar to the Offer on or before the date of closure of the offer i.e. 05.10.2002 or in case of beneficial owners (those shareholders who hold shares in dematerialised form) may send the application in writing to the Registrar to the Offer on a plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, the name of the DP, DP ID No., beneficiary account number with a photocopy of the delivery instructions in "Off-market" mode or counterfoil of the delivery instructions in "Off-market" mode, duly acknowledged by the DP in favour of special depository account so as reach the Registrar to the Offer on or before the closure of the Offer i.e. 05.10.2002.
3. The Registrar to the Offer will hold in trust the Shares/share certificate(s), shares lying in credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer deed(s), till the Acquirer complete their offer obligations in terms of the Regulations.
4. Applications which are complete in all respect and which reach the Registrar to the Offer on or before the date of closure of the Offer i.e.05.10.2002 would be approved and accepted by the Acquirer. The payment of consideration for the applications so accepted will be made by crossed account payee cheque /demand draft/ pay order. The intimation regarding acceptance of applications and payment of consideration will be dispatched to the shareholders by registered post at the shareholders’ sole risk. In case of joint holder(s), the cheques / demand draft will be drawn in the name of the first holder and in case of unregistered owners of shares the consideration will be paid to the person whose name is stated in the contract note.

The following documents are regarded as material documents and are available for inspection at the Registered office of the " BCFL " from 10.30 a.m. to 5.00 p.m. on any working day, except Sunday and Holiday until the closure of the Offer.

• Copy of Net worth certificates of Chartered Accountant dated 22.05.2002 certifying net worth of Acquirer & PACs.
• Certificate of Chartered certifying the adequacy of financial resources with Acquirer and PACs to fulfil the obligations arising pursuant to the offer.

• Annual Reports of BCFL for the Financial Years ended on 31.03.1999, 31.03.2000, 31.03.2001 and unaudited financial results for the year ended on 31.03.2002 .
• Letter of Bank of Baroda, East of Kailash Branch, New Delhi confirming that the amount kept in Escrow Account marked in favour of Manager to offer and Shri M.K. Doogar has been empowered to operate it.
• Copy of Share purchase Agreement dated 19.06.2002.
• Copy of Public Announcement dated 25.06.2002.
• A copy of the agreement entered into with the DP for opening a depository account.
• A copy of letter from Securities and Exchange Board of India in terms of proviso to Regulation 18(2).

1. The Acquirer and PACs accept full responsibility for the information contained in this Letter of Offer.
2. Acquirer/ PACs would be severally and jointly responsible for ensuring compliance with the Regulations.
3. Manager to the Offer ensures that Shri Abhimanyu Sindhu is duly and legally authorised by the Acquirer and PACs to sign this Letter of Offer.

Sd/-

Dated: 31.08.2002

Place: Delhi
 
 
 
 

Skyline Financial Services Private Limited

123, Vinoba Puri,

Lajpat Nagar II,

New Delhi-110 024

Dear Sir,

Sub: Open offer by the Acquirer to acquire 8,10,100 fully paid up equity Shares of Bhandari Consultancy and Finance Limited representing 20% of its voting share capital at an offer price of Rs. 21.50/- (twenty one rupees and fifty paise only) per fully paid up equity share payable in cash.

I/We refer to the Letter of Offer dated 31.08.2002 for acquiring the equity shares held by me/us in Bhandari Consultancy and Finance Limited.

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

For shares held in Physical Form

I/We, hold the following shares in physical form and accept the Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares:

Total No. of shares offered______ No. of share certificate(s) attached _____ Ledger Folio No.____
 

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

 

Note: An additional Sheet duly signed and authenticated may be used in case of insufficient space above.

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 Skyline Financial Services Private Limited, the Registrar to the offer, until the time the Acquirer give the purchase consideration as mentioned in the Letter of Offer.

I/We confirm that I/We have credited the above stated number of shares to the special depository account styled as "Skyline A/c– BCFL Open Offer Escrow A/c" for which the DP ID is IN300206 and the Beneficiary Client ID is 10601061 by doing the off market transaction.

I/We note and understand that the shares would lie in the said special depository account until the Acquirer make payment of the purchase consideration as mentioned in the Letter of Offer.

I/We confirm that the equity shares of Bhandari Consultancy and Finance Limited (Target Company) which are being tendered herewith by me/us under this offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We also note and understand that the Acquirer will pay the purchase consideration only after verification of the documents and signatures.

I/We authorise the Acquirer to accept the shares so offered which they 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 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 and in case of shares held in dematerialised form, to the extent not accepted will be credited back to my beneficiary account with my DP at my/our sole risk.

I/We authorise the Acquirer or the Manager to the Offer or the Registrar to the Offer, to send by registered post the draft/ cheque, in settlement of the amount to the sole/first holder at the address mentioned below.

The Permanent Account No. (PAN/GIR No.) allotted under the Income Tax Act, 1961 is as under:
 

	1st Shareholder	2nd Shareholder	3rd Shareholder
PAN/GIR No.

Yours faithfully,
 
 
 

	Full name (s) of the holder	Signature
First/Sole Shareholder
Joint Shareholder 2
Joint Shareholder 3

Note: In case of joint holdings all must sign. In case of a body corporate, stamp of the Company and its common seal must be affixed and necessary Board/General Meeting resolution and specimen signatures duly attested should also be attached.

Place :

Date :

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

Name of the Bank (specify Branch) ____________ Account Number________________ Savings/Current/Others (please specify)________________________.

 

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

Acknowledgement slip for equity shares of Bhandari Consultancy and Finance Limited in terms of Letter of Offer dated 31.08.2002.

Received from Mr/Ms/M/s._________________ the Form of Acceptance cum Acknowledgement

-*Physical Shares __________Number of Certificates enclosed ____ Folio No________ .

Certificate Numbers __________Total number of shares enclosed ______________

* Dematerialised Shares : Copy of the Delivery Instruction(s) for _____ No. of Shares

(Tick whichever is applicable)

Note: All future correspondence, if any, should be addressed to Registrar to the Offer Skyline Financial Services Private Limited,123, Vinoba Puri,Lajpat Nagar II, New Delhi-110 024
 
 

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