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LETTER
OF OFFER This
Document is Important and requires your Immediate
Attention This Letter of Offer is sent
to you as Shareholder(s) of BSEL INFORMATION SYSTEMS LTD. If you require any clarifications
about the action to be taken, you may consult your stockbroker 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 the Stock Exchange through whom the said sale was
effected.
MANAGER TO THE OFFER
REGISTRAR TO THE OFFER
35, Atlanta, 3rd
Floor,
17 B, Dena Bank Bldg, Nariman Point,
Horniman Circle, Fort, Mumbai - 400 021.
Mumbai � 400 001
Tel: 022-2282 64 65/66, 2288 31 34
Tel No: 22641376,22702485 Fax : 022-2282 64 67
Fax : (022) 222641349 e-mail : aryaman@bom2.vsnl.net.in
Email : sharexindia@vsnl.com Contact Person: Ms. Radha
Kirthivasan
Contact Person : V B Shah SCHEDULE
OF ACTIVITIES:
INDEX
DEFINITIONS The
following definitions apply throughout this document, unless the context
requires otherwise:-
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. BSEL INFORMATION SYSTEMS LTD. 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 19th DECEMBER 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 11 (1) 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.
This
offer is made pursuant to the order passed by SEBI on October 23, 2002 directing
the Acquirer along with the PACs to make a Public Announcement within 45 days of
the passing of this order. This
order was passed against the Acquirer and all the PACs for violating
Sub-Regulation (1) of Regulation 11 read with sub-regulation (1) of regulation
14 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997, for acquiring 39.49% (31.56% as stated in SEBI order) shares /voting
rights in the target company during February 1997 to April 1997 thereby
triggering the provisions of Sub- regulation (1) of regulation 11 as the
shareholding of the Acquirer (including PACs) increased from 30.04%
(pre-acquisition) to 69.53% (61.60% as per SEBI order) post acquisition in the
target company i.e. beyond the permissible creeping limit of 2% as provided in
sub regulation (1) of regulation 11, without making a Public Announcement to
acquire shares/voting rights of the Target company in accordance with the said
regulation.
The
discrepancies in the number and percentage of share holding as per SEBI order
and Actual is tabulated hereinunder
The
aforesaid difference of 7.93% is due to the fact that the acquisition by 3
individuals who were PACs namely Ms. Daksha Goradia, Ms. Pooja Kumari and Ms.
K.K. Foram was not included in the SEBI order dated 23.10.02. This discrepancy would not affect the
offer price and would not have any material impact on the offer as a whole.
3.
Through
the order SEBI had directed the Acquirer to make a public announcement as
required under Chapter III of the said Regulation in terms of sub regulation (1)
of regulation 11 taking 1/4/97 as the reference date for calculation of offer
price. The Public Announcement was to be made within 45 days of the passing of
the order. 4.
Further
it was stated in the order that the public announcement in the instant case
ought to have been made taking 1/4/97 as a reference date and thus the entire
offer process should have been completed latest by 31/07/97. Since no public
announcement for acquisition of shares of the Target Company has been made,
which has adversely affected interest of shareholders of Target Company, it
would be just and equitable to direct the Acquirer along with persons acting in
concert to pay interest @ 15% p.a. on the offer price. The Acquirer Along with the persons
acting in concert were directed to pay interest @15% p.a. to the shareholders
for the loss of interest caused to the shareholders from 1.8.97 to the date of
actual payment of consideration to the shareholders (which in this case is
04.04.03), who may tender the shares in the offer. 5.
M/s.
Contact Consultancy Services Pvt. Ltd. along with the PACs had, during February
1997 to April 1997 acquired through market transactions a total of 40,07,800
equity shares of Rs.10/- each representing 39.49% (31.56% as stated in SEBI
order) of the voting capital of BSEL as on 1.4.1997 for cash at a price of
Rs.10/- per share. As a result their shareholding in the target company
increased from 30.04% to 69.53% of the voting capital of the target company.
This triggered off the Regulation 11(1) pursuant to which the Public
Announcement was made on 06.12.2002. 6.
The
mode of payment of the consideration for the shares acquired through the market
purchases was cash and the total consideration of Rs. 461.72 Lacs was paid on completion of all the
formalities relating to transfer. 7.
During
the period from 01.04.1997 to 30.06.2002, the acquirer (including PACs) had
purchased 1219596 equity shares representing 6% of the voting capital, as a
result of which their shareholding in the target company increased from
1,41,14,400 equity shares representing 69.53% of the voting capital to
1,53,33,996 equity shares representing 75.53% of the voting capital. These
acquisitions were in compliance with SEBI (SAST) Regulations 1997. The details
of the acquisitions are as given below:
*
These shares were purchased prior to the bonus issue. The number of shares
purchased were130000 equity shares. However after the bonus issue in the ratio
of 1:1 the same was increased from 1,30,000 shares to 2,60,000 equity
shares. As
on the date of the Public Announcement, the Acquirer (including PACs) hold
1,53,33,996 equity shares representing 75.53% of the voting capital of the
Target Company. 8.
The
proposed change in control is not through any arrangement. 9.
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. 10. The
Composition of the Board of Directors in BSEL 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 06.12.02 in compliance with
Regulation 15 of the Takeover Regulations in Financial Express (English Daily),
Jansatta (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 20,30,000 equity shares being 20.00% of the issued
paid-up equity share capital (as on 01.04.97) i.e. 10.00% as on the date of the
Public Announcement, at a price of Rs. 10.00 per share and interest of Rs. 8.55
per share totaling to Rs. 18.55 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
Acquirer (including PACs) have not acquired any shares of BSEL after the date of
P.A. and upto the date of this LOF. 2.3 OBJECT
OF THE ACQUISITION /OFFER The offer to the
Shareholders of BSEL has been made pursuant to Regulation 11(1) and other
provisions of Chapter III and in compliance with the regulations for the
purposes of substantial acquisition of voting rights of the
company. 3.
BACKGROUND OF THE ACQUIRER INCLUDING PACS 3.1 Information about the
Acquirer 1. The Acquirer (including PACs) has vide SEBI Regularization scheme, 2002, complied with all the provisions of chapter II of SEBI (SAST), Regulations 1997 till date during December 2002. 2. The Acquirer (including PACs) have 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. 3. The Acquirer (including PACs) are not Sick Industrial Companies within the meaning of clause (o) of Sub-section (1) of section 3 of the Sick Industries Companies (Special Provision) Act, 1985. There has been no agreement
between the Acquirer and the PACs as regards the open offer. M/s Contact Consultancy
Services Pvt. Ltd. (CCSPL) a.
CCSPL was incorporated as a
private limited company on 29 August 1988 under the Companies Act, 1956. The registered office of the Company is
situated at 3rd Floor, Sane Building, 2, Nanabhai Lane, Fort, Mumbai-
400 001. b.
The company has been
promoted by Mr. Kirit R. Kanakiya. The directors of the company are Mr. Kirit
Ramaniklal Kanakiya and Ms. Daksha Kirit Kanakiya. The Company is not listed on
any Stock Exchange. c.
The company is engaged in
the business of providing consultancy services for computer hardware, computer
software and is also acting as an investment company to acquire and hold shares
of those companies, which have objective identical/similar to the objective of
the Company. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
Mr. Kirit
Ramaniklal Kanakiya is a common
director in the Acquirer as well as the target company and as per SEBI (SAST)
Regulation 22(9), he has undertaken that he shall recluse himself and not
participate in any matters concerning or relating to the
offer. e.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited) :- (Rs
in lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data :-
(iv)
Unaudited certified Financial
results for the 3 months period ended 30.06.2002
(Rs in
Lacs)
3.2 Information about PACs
Apart
from the Acquirer, following are the Persons Acting in
Concert (PACs) for the purpose
of this offer in terms of Regulation 2 (e) of the SEBI (SAST)
Regulations: 1.
Mr.
Kirit Ramaniklal Kanakiya 2.
Ms.
Daksha Kirit Kanakiya 3.
Mr.
Babulal S. Jain 4.
Ms.
Pooja Kumari 5.
Ms.
KK Foram 6.
M/s.
Total Network Solutions Ltd. 7.
M/s.
Black More Investments & Trading Co. Pvt. Ltd. 8.
M/s
Pravara Commercial Pvt. Ltd. 9.
M/s.
Relaxed Packagers Pvt. Ltd. 10. M/s.
Poornima Commercial Pvt. Ltd. 11. M/s.
Consistent Packagers Pvt. Ltd. 12. M/s
Pleasant Packaging Co. Pvt. Ltd. 13. M/s.
Sentosa Investment and Trading Co. Pvt. Ltd. 14. M/s.
Timber Hill Engineers Pvt. Ltd. 15. M/s.
Hitech Entertainment Ltd. 16. M/s.
Yogi Sung Won (India) Ltd. 17. M/s.
VMC Software Ltd. 18. M/s.
Stockwatch Securities Pvt. Ltd. 19. M/s.
Beachcraft Investment & Trading Co Pvt. Ltd. 20. M/s.
Paschim Food Industry Ltd. 21. M/s.
Reshma Plastics Pvt. Ltd. The
PACs are related to each other to the extent that they are either directors in
the Acquirer company or that they are common promoters between the target
company and the Aquirer company. The details of the PACs are as
under: 1.
Mr.
Kirit Ramaniklal Kanakiya a.
Mr. Kirit Ramaniklal
Kanakiya, aged 45 years is residing at 14, Rohini, Plot No.178, Sion(E),
Mumbai-400 021. He is a Chartered Accountant and was in
practice from 1982-1990, specialised in the field of taxation and management
consultancy. During the year 1987-95, he was a professor in computer software,
specially in the area of Fotran, Unix, Windows 3.1 networking and Xenix. During
the year 1992-98, he was also working as a consultant in Software Programming
and Systems Analysis. He had also worked as a consultant in Management
Information Systems (MIS) and Administrative Management. b.
He is the Promoter Director
in the target company and also the director in the acquirer company. He is also
on the board of M/s Hitech Entertainment Limited, a listed company and acting as
a non-executive director in that company. He is not on the board of any other
listed company nor is he a full time director in any other
company c.
The Net worth of Mr. Kirit
Ramaniklal Kanakiya as on 31/03/2002 is Rs 926.24 lacs as certified by M/s. Raju
& Prasad, Chartered Accountants
(membership no. of Mr. Avinash Jain, Partner: 41689 ), having their office at
Piramal Mansion, 1st Floor, 235, Dr. D.N. Road, Fort, Mumbai- 400
001 Telephone No. : (022) 2265 6103; Fax: 2265
6103. 2.
Ms. Daksha Kirit
Kanakiya a.
Ms. Daksha Kirit Kanakiya,
aged 44 years is residing at 14, Rohini, Plot No.178, Sion(E), Mumbai-400 021
She is a graduate in Arts having considerable
experience in Administrative work since 1990. b.
She is the director in the
acquirer company. She is the wife of Mr. Kirit Kanakiya. She is not on the board
of any other listed company nor is she a full time director in any other
company. c.
The Net worth of Ms. Daksha
Kirit Kanakiya as on 31/03/2002 is Rs 65.12 lacs as certified by M/s. Raju &
Prasad, Chartered Accountants
(membership no. of Mr. Avinash Jain, Partner: 41689 ), having their office at
Piramal Mansion, 1st Floor, 235, Dr. D.N. Road, Fort, Mumbai- 400
001 Telephone No. : (022) 2265 6103; Fax: 2265
6103. 3.
Mr. Babulal
Jain a.
Mr. Babulal Jain is residing
at N.M. Joshi Marg, Lower Parel, Mumbai- 400 013. He is a graduate in commerce.
He has considerable experience in trade and business b.
He is not a Director in any
company nor has he promoted any other company. c.
The Net worth of Mr. Babulal
Jain as on 31/03/2002 is Rs 10.15 lac as certified by M/s.Raju & Pasad,
Chartered Accountants (membership no. of Mr.Avinash Jain, Partner: 41689),
having their office at Piramal Mansion,, 235, Dr. D.N. Road, Fort, Mumbai- 400
001 Telephone No. : (022) 2265-6103; Fax: 2265
6103. 4. Ms. Pooja
Kumari a.
Ms. Pooja Kumari aged 13
years is residing at 14, Rohini, Plot No.178, Sion(E), Mumbai-400 021 and is a
minor She is the daughter of Mr. Kirit Kanakiya. b.
She is not a full time
director in any company.
c.
The Net worth of Ms. Pooja
Kumari is included in the networth calculation of Ms. Daksha
Kanakiya. 5. Ms. KK
Foram a.
Ms. K. K. Foram aged 10
years is residing at 14, Rohini, Plot No.178, Sion(E), Mumbai-400 021 and is a
minor. She is the daughter of Mr. Kirit Kanakiya b.
She is not a full time
director in any other company.
c.
The Net worth of Ms. KK
Foram is included in the networth calculation of Mrs. Daksha
Kanakiya 6.
M/s.
Total Network Solutions Ltd. (TNSL) a.
TNSL was incorporated as a
public limited company on 17th November 1995 under the Companies Act,
1956. The registered office of the
Company is situated at B-404, Alkapuri Arcade, R C Dutt Road, Alkapuri, Baroda-
390 005. b.
The company has been
promoted by Ms. Ketki Shelat, Mr. Ashok Shelat, Ms. Arti Pathak, Mr. Avinash
Pathak, Ms. Meena Chauhan, Mr. Rajesh Mulani, Ms. Kalpana Mulani. The directors
of the company are Mr. Sanjay Doshi, Mr. Nitin Goradia and Ms. Rupal Doshi. The
Company is not listed on any Stock Exchange. c.
The company was incorporated
with the main objects of carrying on the business of telecommunication
equipments. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in
lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in
lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002 (Rs
in Lacs)
7. Black More Investments & Trading Co. Pvt. Ltd. (BMIT)
The
composition of Board of Directors as on the date of the public announcement is
as follows:
(i)
Profit & Loss Statement
(Audited):- (Rs
in lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002 (Rs
in Lacs)
8. M/s. Pravara Commercial Pvt. Ltd.
(PCL) a.
PCL was incorporated as a
private limited company on 10th July 1985 under the Companies Act,
1956. The registered office of the
Company is situated at 14, Rohini, Plot No. 178, Sion (E), Mumbai- 400
021. b.
The company has been
promoted by Mr. Mayur Shah, Mr. Omkar Karva, Ms. Vimal Malpaul, Mr.
Mahendrakumar Jain. The directors of the company are Mr. Kirit Kanakiya and Ms.
Daksha Kanakiya. c.
The company was incorporated
with the main objects of carrying on the business in machinery and its parts as
well as to deal in various securities and to also invest and deal in the real
estate market. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
(i)
Profit & Loss Statement
(Audited):- (Rs in
lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in
lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002 (Rs in
Lacs)
9. M/s Relaxed Packagers Pvt. Ltd.
(RPL) a.
RPL was incorporated as a
private limited company on 27 September 1988 under the Companies Act, 1956. The registered office of the Company is
situated at S-15, Jairam Compalex, Nevji Nagar, Panaji, Goa- 403
001. b.
The company has been
promoted by Mr. Praful Rokadia and Mrs.Kaushika Rokadia. The directors of the
company are Mr. Kirit Kanakiya and Ms. Daksha Kanakiya. The Company is not
listed on any Stock Exchange. c.
The company was incorporated
with the main objects of carrying on the main objects as an investment company
as well as the business of trading in goods and commodities on ready or forward
basis. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in
lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002
10. Poornima Commercial Pvt. Ltd.
(PCL) a.
PCL was incorporated as a
private limited company on 6th October 1985 under the Companies Act,
1956. The registered office of the
Company is situated at 14, Rohini, Plot No- 178, Sion(E), Mumbai- 400
021. b.
The company has been
promoted by Mr. Rameshkumar Khandelwal and Ms.Poornima Khandelwal. The directors
of the company are Mr. Kirit Kanakiya and Ms. Daksha Kanakiya. The Company is
not listed on any Stock Exchange.
c.
The company was incorporated
with the main objects of carrying on the business in machineries and its various
parts. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e. FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002
11.M/s. Consistent Packagers
Pvt. Ltd. (CPL) a.
CPL was incorporated as a
private limited company on 27th September 1988 under the Companies
Act, 1956. The registered office of
the Company is situated at S-15, Jairam Complex, Nevgi Nagar, panaji, Goa-403
001. b.
The company has been
promoted by Ms. Kaushika Rokadia and Mr. Praful Rokadia. The directors of the
company are Mr. Kirit Kanakiya and Ms. Daksha Kanakiya. The Company is not
listed on any Stock Exchange. c.
The company was incorporated
with the main objects of carrying on the business of corrugated and other types
of boards, and all types of containers. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e.
FINANCIAL HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs
in lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002
12. M/s. Pleasant Packaging Co. Pvt. Ltd.
(PPCL) a.
PPCL was incorporated as a
private limited company on 27th September 1988 under the Companies
Act, 1956. The registered office of
the Company is situated at S-15, Jairam Complex, Nevgi Nagar, Panaji, Goa- 403
001. b.
The company has been
promoted by Mr. Praful Rokadia and Ms. Kaushik Rokadia. The directors of the
company are Mr. Kirit Kanakiya and Ms. Daksha Kanakiya. The Company is not
listed on any Stock Exchange. c.
The company was incorporated
with the main objects of carrying on the business of corrugated and other types
of boards, and all types of containers . d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e. FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs
in lacs)
(ii) Balance Sheet Statement
(Audited):-
(Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002
13. M/s. Sentosa Investments and Trading
Pvt. Ltd. (SITL) a.
SITL was incorporated as a
private limited company on 2nd April 1985 under the Companies Act,
1956. The registered office of the
Company is situated at 14, Rohini, Plot No.178, Sion(E), Mumbai-400
021. b.
The company has been
promoted by Mr. Arinder Bagai and Ms. Nita Bagai.. The directors of the company
are Mr. Kirit Kanakiya and Ms. Daksha Kanakiya. The Company is not listed on any
Stock Exchange. c.
The company was incorporated
with the main objects of carrying on the business as an investment company and
as traders in goods on ready and forward basis. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs
in lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002
14 M/s. Timberhill Engineers Pvt.
Ltd. (TEL)
The
composition of Board of Directors as on the date of the public announcement is
as follows:
e. FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs
in lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii) Other Financial
Data:-
(iv) Unaudited certified Financial
results for the 3 months period ended 30.06.2002
15. M/s. Hitech Entertainment Ltd.
(HEL) a.
HEL was incorporated as a
public limited company on 12 August 1991 under the Companies Act, 1956 as
Highway Resorts Private Limited and subsequently changed to Public limited
company and named HEL on 16 December 1999
and listed in Stock Exchange, Mumbai. The registered office of the Company is
situated at Hilton Centre, Sector-11, CBD Belapur, Navi Mumbai- 400
614. b.
The company has been
promoted by Mr. Harshad Desai, Mrs. Vanita Desai, Mr. Nitin Mehta and Mrs.
Jyostna Mehta. The directors of the company are Mr. Kirit Kanakiya, Mr. Dilip
Kanakiya, Mr. Mahendra Kanakiya, Mr. Vijay Chauhan, and Mr. Sanjay
Adhyaru. c.
The company was incorporated
with the main objects of carrying on business of hotels and restaurants, motels
caf�, holiday clubs, refreshment room, wine, beer, spirit merchant, distillers,
importers, exporters and dealers of all kinds of goods and drinks, aerated,
mineral and artificial water and other drinks. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e.
FINANCIAL HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited Financial results for the 6 months period ended
30.09.2002
16. M/s. Yogi Sung Won (India) Ltd. (YSWL) a.
YSWL was incorporated as a
public limited company on 29 January 1993 under the Companies Act, 1956 and is
listed on the Mumbai Stock Exchange, Baroda Stock Exchange and Ahmedabad Stock
Exchange. The registered office of
the Company is situated at B-404, Alkapuri Arcade, R C Dutt Road, Alkapuri,
Baroda-390 005. b.
The company has been
promoted by Mr. Dinesh Thakker, Mrs. Rekha Thakker, Mr. Nayankumar Vaishnav, Mr.
Mahesh Nandani, Mr. Hemesh Patel, Mr. Nitin Mankad and Mrs. Ketki Shelat. The
directors of the company are Mr. Rajesh Mulani , Mr. Amit Hakani and Mr. Dilip
Kanakiya c.
The company was incorporated
with the main objects of carrying on the business of electrical
equipements. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in
lacs)
(ii) Balance Sheet Statement
(Audited):-
(Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited Financial results for the 6 months period ended
30.09.2002
17. M/s. VMC Software Ltd.
(VMC) a.
VMC is a Public Limited
Company under the Companies Act, 1956.
The registered office of the Company is situated at 1/38, Ajay Mittal
Industrial Estate, Andheri-Kurla Road, Andheri (E), Mumbai. The company was
incorporated on January 30, 1985 under the name Vidhan Mercantile Company Limited and obtained certificate of
commencement of business on February 6, 1985. The name of the company was
changed from Vidhan Mercantile Company
Limited to its present name during January 1999. The company is listed on
The Stock Exchange, Mumbai. b.
The company has been
promoted by Shri Bhupendra Singh Lodha and Shri Kanai Chakraborty. The directors
of the company are Mr. Srikrishna Bamidipatti, Mr. R. M. Dave, Mr. Deepak Goyal
and Mr. Devang Master. c.
The activities of VMC
include providing IT services, software development and IT solutions. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in
lacs)
18. M/s. Stockwatch Securities Pvt. Ltd.
(SSPL) a.
SSPL was incorporated as a
private limited company on 04 April 1996 under the Companies Act, 1956. The registered office of the Company is
situated at 3rd Floor, Sane Building, 2, Nanabhai Lane, Fort, Mumbai-
400 001. b.
The company has been
promoted by Mr. Kirit Kanakiya and Mrs. Daksha Kanakiya. The directors of the
company are Mr. Kirit Kanakiya and Ms. Daksha Kanakiya. c.
The company was incorporated
with the main objects of carrying on the business of an investment
company. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
b.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in
lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002 (Rs
in Lacs)
19. Beachcraft Investments and Trading
Comoany Pvt. Ltd. (BITL) a.
BITL was incorporated as a
private limited company on 20th October 1984 under the Companies Act,
1956. The registered office of the
Company is situated at 14, Rohini, Plot No.178, Sion(E), Mumbai-400
021. b.
The company has been
promoted by Mr. Shashi Mehra and Mr. Laxmichand Shah. The directors of the
company are Mr. Kirit Kanakiya and Ms. Daksha Kanakiya. c.
The company was incorporated
with the main objects of carrying on the business of an investment
company.. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in
lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002
20. M/s. Paschim Food Industry Ltd.
(PFIL) a.
PFIL was incorporated as a
public limited company on 01 May 1995under the Companies Act, 1956. The registered office of the Company is
situated at B-404, Alkapuri Arcade, R C Dutt Road, Alkapuri, Baroda-390
005. b.
The company has been
promoted by Mr. Rajesh Shah, Mrs. Malvika Shah, Mr. Rohit Patel, Ms Kalpana
Patel, Mr. Jayesh Shah, Mr Harsha Parmer and Mr. Ranjitsingh Jadeja. The
directors of the company are Mr. Dilip Kanakiya Mrs. Neela Kanakiya Ms. Akshata
Patil. The Company is not listed on any Stock Exchange. c.
The company was incorporated
with the main objects carrying on the business of dealing in food
products. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002
21. M/s Reshma Plastics Pvt. Ltd.
(RPL) a.
RPL was incorporated as a
private limited company on 26 September 1988 under the Companies Act, 1956. The registered office of the Company is
situated at S-15, Jairam Complex, Nevgi Nagar, Panaji,Goa-
403001. b.
The company has been
promoted by Mr. Praful Rokadia and Mrs. Kaushika Rokadia. The directors of the
company are Mr. Kirit Kanakiya and Ms. Daksha Kanakiya. c.
The company was incorporated
with the main objects of carrying on the business of dealing in plastic products
and and air conditioning plants, refrigerators, cooling appliances, apparatus,
etc. d.
BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of the public announcement is
as follows:
e.
FINANCIAL
HIGHLIGHTS (i)
Profit & Loss Statement
(Audited):- (Rs in
lacs)
(ii) Balance Sheet Statement
(Audited):- (Rs in
lacs)
(iii)
Other Financial Data:-
(iv)
Unaudited certified Financial results for the 3 months period ended
30.06.2002
4.
DISCLOSURE IN TERMS OF REGULATION 16 (ix)
5.
BACKGROUND OF THE TARGET COMPANY. BSEL INFORMATION SYSTEMS LTD
(BSEL) 1.
BSEL is a Public Limited
Company having its Registered Office at Hilton Centre, 1st Floor,
Plot 66, Sector-11, CBD, Belapur, Navi Mumbai- 400 705. BSEL was originally
incorporated as a Public Limited Company under the name of Bell South
Enterprises Ltd. on 15th November 1995 under the Companies Act, 1956
and had obtained the certificate of commencement on 29th November
1995. BSEL came up with a public issue during 1996 with the object of funding
the project of trading in Computer Software, hardware and peripherals.
Consequently, in order to reflect the nature of business of the company, the
name of the company was changed from Bell South Enterprises Ltd. to BSEL
Information Systems Ltd. and received a fresh certificate of incorporation on
19th October 1998. 2.
During May 2000, the company
made a bonus issue of equity shares of Rs. 10/- each in the ratio of 1:1 thereby
increasing the share capital from 1,01,50,000 equity shares to 2,03,00,000
equity shares. 3.
The company was originally
promoted by Mr.Babulal Sharmal Jain and later on Mr. Kirit Kanakiya and his
associates joined in. The present Directors of the company are Mr.Hitesh D Vora,
Mr. Gurmeet S Rehel, Ms. Alpa Hakani, Mr. Srikrishna S Bamidipatti and Mr. Kirit
R Kanakiya. Mr. Kirit R Kanakiya is also a director of the Acquirer Company.
4.
The Authorised Share Capital
of the company is Rs. 3500 lacs, divided into 350 lacs equity shares of Rs. 10/-
each. The Issued and subscribed capital of the company is Rs. 2030 lacs divided
into 203 lacs Equity shares of Rs. 10/- each. Of the above 101.50 Equity shares
were allotted as fully paid Bonus shares out of capitalisation of general
reserves in the ratio of 1 share for each share held. The equity shares of BSEL
are listed on the Stock Exchanges at Mumbai and The National Stock Exchange
5.
BSEL was incorporated with
the main objects to carry on the business of manufacturing as well as trading in
all kinds of telecommunication equipments including technical know
how. 6.
Share Capital structure as
on the date of Public Announcement:
*
These equity shares are after including bonus shares in the ratio of
1:1. There
are no outstanding convertible instruments (warrants/ FCDs /PCDs)
etc. 7.
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, and its promoters have presently
complied with all the requirements to the extent applicable with Stock Exchanges
at Mumbai and The National Stock Exchange. The company has
vide SEBI Regularization scheme, 2002, complied with all the provisions of
chapter II of SEBI (SAST), Regulations 1997 till date during December 2002
8.
The
company, nor its promoters nor the directors have been barred by SEBI to deal in
securities in terms of directions issued u/s. 11B of the SEBI
Act. 9.
BOARD
OF DIRECTORS The
composition of Board of Directors as on the date of Public Announcement is as
follows:
Mr.
Kirit R Kanakiya is also on the board of the acquirer i.e. Contact Consultancy
Services Pvt. Lt. He was appointed on 01 April 1998. 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)
(ii) Balance Sheet
Statement(Audited)
:- (Rs in lacs)
(iii)
Other Financial Data :-
(iv)
Unaudited Financial results for the period ended 30.09.2002 is as under: (Rs in
lacs)
7.
Pre and Post offer
shareholding pattern of BSEL as on 06.12.02 i.e. the date of the Public
Announcement is as follows: -
* Includes 12,19,596 equity
shares purchased for Rs. 10/- each after 01.04. 1997 i.e. the date on which
public announcement would have been made originally. During May 2000, the company
made a bonus issue of equity shares of Rs. 10/- each in the ratio of 1:1 thereby
increasing the share capital from 1,01,50,000 equity shares to 2,03,00,000
equity shares. The above table is show after considering the bonus issue.
++ The Aquirer and the PACs
also belong to the promoter group of the Target Company. 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
3950. 8. OFFER PRICE AND FINANCIAL
ARRANGEMENTS 8.1. JUSTIFICATION OF OFFER
PRICE 1.
The equity
shares of BSEL are listed on the Stock Exchanges at Mumbai and The National
Stock Exchange (NSE). 2.
The shares
of the BSEL were listed in January 1997 and are frequently
traded. 3.
The annualised trading
turnover during the preceding 6 calendar months prior to the month in which the
Public Announcement would have been made (i.e. 01.4.97) is as given below in the
table on the respective stock exchanges:
NOTES: 1.
The
shares were listed on the NSE in the year 2000. Hence data relating for the
period 1.4.97 is not available. The shares of BSEL were listed on the BSE on
January 1, 1997. Hence the Annualized Trading Turnover has been calculated in
accordance to Explanation (ii) to Regulation 20(3) of the SEBI (SAST)
Regulations 1997, as they existed on 01.04.1997. Accordingly, the cut off for
frequently traded shares is taken to be 2% per annum. 2.
Thus
as seen from the above table the shares of BSEL are frequently traded on the
BSE. 3.
The
offer price of Rs. 10.00 per share has been arrived at on the basis of highest
price as per Regulation 20(2) of SEBI (SAST) Regulations, 1997 as given
hereunder. Interest on the
offer price of Rs. 8.55/- per share has been calculated @ 15%p.a. from 1.8.97 to
the date of actual payment of the consideration to the shareholders who have
accepted the offer. The price as
per Regulation 20(2) is as given hereunder: a.
The
negotiated price under the agreement which in this case is Rs. NIL/- as no
agreement has been entered into by the acquirer (including PACs) (Regulation
20(2)(a)) b.
The
highest price paid by the acquirer (including PACs) for the purchase of Equity
shares during the 26 weeks prior to the date of the Public Announcement
including by way of allotment in a public or rights or preferential issue, which
in this case is Rs.10/-(Regulation 20(2)(b)) c.
The
price paid by the acquirer (including PACs) under a preferential allotment, if
any, at any time during the 12 months period upto the date of closure of the
offer, which in this case is NIL. (Regulation 20(2)(c)) d.
The
average of the weekly high and low of the closing prices of the shares of the
target company as quoted on The Stock Exchange, Mumbai ( where the shares of the
company are frequently traded) during the 26 weeks preceding the date of the
Public Announcement (reference date 01/04/97), which in this case is Rs. 9.94/-.
(Regulation 20(2)(d). 4.
For
the purpose of Regulation 20(2)(d), the price and volume data is as given
below: Details of
the shares traded during the 26
weeks preceding the date of the Public Announcement are as under :
5.
There
is no non-compete agreement. 6.
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. Rs. 10.00 per share and interest of Rs. 8.55 per share totaling to Rs. 18.55
per share for fully paid shares is just and reasonable in terms of the
regulation 20(11) of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997. 7.
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
04.03.03) a.
The maximum purchase
consideration payable by the Acquirers in the case of full acceptance of the
offer i.e. 20,30,000 equity shares is Rs. 376.57 lacs. The Acquirer (including
PACs) have deposited the following shares with the Manager to the Offer towards
escrow account.
The total market
value of the shares kept in Escrow account is Rs. 133.39 lacs (as on 04.12.2002)
on the Mumbai Stock Exchange against the funds requirements to be placed in
Escrow account of Rs. 94.14 lacs i.e. 25% of the total consideration payable,
with a margin of around 41.69%. The
percentage of margin has been
calculated by dividing the excess of the funds (i.e value of shares) placed in
the escrow account by the total funds to be placed in the escrow account.(25% of
the total consideration payable). The shares deposited in the Escrow account are
frequently traded as per explanation (i) to Regulation 20 (3) i.e. the
annualized trading turnover in the aforesaid shares during the preceding 6
calendar months i.e from May 2002 to November 2002 is more than 5 % of the total
listed shares. The Acquirers have also empowered the Manager to the Offer to
realise the value of such securities by sale or otherwise as per Regulation
28(7) of the Regulations. In case
there is any deficit on realisation of the value of the securities in the
escrow, the Manager to the offer shall make good such deficit in terms of Reg.
28(7) b.
The Acquirers have also
created a Fixed deposit of Rs. 5.00
lacs (being more than 1% of the purchase consideration payable under this offer)
with UTI Bank Limited � Fort
Branch, Mumbai under
Regulations 28(10), on which a lien has been granted in favour of the Manager to
the Offer. c.
M/s. Raju & Prasad
Chartered Accountants (membership
no. of Mr. Avinash Jain, Partner is : 41689), having their office at Peninsula
House, (Piramal Mansion) 1st Floor, 235, Dr. D.N. Road, Fort, Mumbai-
400 001 have confirmed vide their certificate dated 02.12.2002 that sufficient
resources are available to allow the Acquirers to fulfill its obligations under
the offer. d.
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. e.
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. f.
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. 9. TERMS AND CONDITIONS OF THE
OFFER A.
Eligibility for accepting the offer
i.
This
offer is made to all the fully paid equity shareholders (except Acquirer
including PACs and other promoters) whose names appeared in the register of
shareholders on 16.12.02 (the Specified Date) 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). ii.
The
Acquirer will acquire for cash, Equity Shares of BSEL to the extent of valid
acceptances received under this offer. iii.
The
instructions, authorisations and provisions contained in the Form of Acceptance
cum Acknowledgement constitute part of the terms of the
offer. iv.
In
case of non-receipt of the Letter of Offer, eligible persons may send their
acceptance to the Registrar 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 Registrar to the Offer on or before the
close of the Offer, i.e. 04.03.03. 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. v.
Acquirer
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. vi.
Each
Shareholder of BSEL to whom this offer is being made, is free to offer his
shareholding in BSEL, in whole or in part while accepting this offer.
vii.
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. viii.
The
Acquirer including PACs would be responsible for ensuring compliance with the
regulations. ix.
The
minimum market lot of the company is one share B. Locked in
Shares a.
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. C. 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. 10. 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 BSEL (except the Acquirer (including PACs) and other promoters)
whose names appear on the Register of Members of BSEL and to the beneficial
owners of the shares of BSEL whose names appear on the beneficial records of the
respective depositories at the close of the business on 16.12.02(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 BSEL and
witnessed (if possible by a Notary Public or Bank Manager or Member of Stock
Exchange with membership number) to the Registrar to the Offer M/s. Sharex
(India) Pvt. Ltd. either by hand delivery during normal business hours or by
Registered Post on or before the close of the offer i.e. 04.03.03 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 Registrar to the Offer,
M/s. Sharex (India) Pvt. Ltd. has opened a Special Depository Account with Stock Holding Corporation of India
Limited. Beneficial Owners and Shareholders holding shares in the dematerialised
form, will be required to send their Form of Acceptance cum Acknowledgement to
the Registrar to the Offer either by hand delivery during normal business hours
or by Registered Post on or before the close of the offer i.e. 04.03.03, along
with photocopy of the delivery instructions in " Off Market" mode or counterfoil of the delivery
instruction in "Off Market" mode, duly acknowledged by the Depository
Participant ("DP"), in favour of Shares (India) Pvt Ltd- BSEL Open Offer -
Escrow Account, filled in as per the instructions given below
:- DP Name
: Stock Holding Corporation
of India Limited Client ID
No.
:
1601010000088697 DP ID No.
: IN 301127
The address of the collection center of the Registrar, Sharex (India
)Pvt. Ltd. for the
purpose of the offer is as follows :-
4.
All owners of shares,
registered or unregistered (except the Acquirer (including PACs) and the 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 Registrar 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 Registrar to the Offer
will hold in trust the shares/ share certificates, Form of Acceptance cum
Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders
of BSEL 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. Shareholders whose shares are held in dematerialised form to
the extent not accepted will be intimated by post for the
non-acceptance. 7.
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. 8.
Shareholders who have sent
their shares for demat need to ensure that the process of getting shares demated
is completed well in time so that the credit in the Escrow Account should be
received on or before the date of closure of the Offer, i.e. 04.03.03 else the
application would be rejected. NO
DOCUMENT SHOULD BE SENT TO THE ACQUIRER (INCLUDING PACS) OR TO BSEL.
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. 11.
DOCUMENTS FOR INSPECTION Copies
of the following documents will be available for inspection at the Registered
office of Contact Consultancy Services Pvt. Ltd. having their address at
3rd Floor, Sane Building, 2, Nanabhai Lane, Mumbai- 400 001on 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 Contact Consultancy Services Pvt. Ltd and all other PACs which
are companies. 2.
Copy
of the Public Announcement. 3.
Statement
showing details of the securities in the Escrow account. 4.
Copies
of Audited Annual Reports of BSEL as at 31.03.2000, 31.03.2001, 31.03.2002 and
unaudited provisional results for the period ended
30.09.02. 5.
Copies
of Audited Annual Reports of Contact Consultancy Services Pvt. Ltd and all other
PACs which are companies for the three years ended 31.03.2000, 31.03.2001 and
31.03.2002 and unaudited certified results for the three months ending 30.06.02
and half yearly reports for the period ending 30.09.2002 VMC Software Services,
Hitech Entertainment Limited and Yogi Sung-Won (India)
Limited. 6.
Copy
of certificate from a Chartered Accountant, M/s. Raju & Prasad Chartered
Accountants certifying the adequacy of financial resources of the Acquirer to
fulfil the offer obligations and the networth of the
Acquirer. 7.
Copy
of certificate from Chartered Accountant � M/s. M/s. Raju & Prasad
Chartered Accountants certifying
the networth of the PACs. 8.
A
letter from UTI Bank confirming the amount kept in the Escrow account and a lien
in favour of the Merchant Banker i.e. Aryaman Financial Services
Ltd. 9.
List
of directors of Acquirer (including PACs) company along with their residential
addresses. 10. A
copy of the agreement entered into with the Depository participant for opening a
special depository account for the purpose of the offer. 11. Copy
of SEBI letter TO/AG/1548/02 dated
January 21, 2003. 12. A
copy of the SEBI order dated 23.10.02. 12.
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. Kirit Kankiya (Authorised
vide board resolution dated 22/01/03) on behalf of himself and the Board of
Directors of M/s. Contact Consultancy Services Pvt. Ltd (Acquirer)
sd/- Mr.
Kirit Kanakiya (on
behalf of the Board of Directors of the following PACs: M/s
Blackmore Investments & Trading Co. Pvt. Ltd. M/s
Pravara Commercial Pvt. Ltd. M/s
Relaxed Packagers Pvt. Ltd. M/s
Poornima Commercial Pvt. Ltd. M/s
Consistent Packagers Pvt. Ltd. M/s
Pleasant Packaging Co. Pvt. Ltd. M/s
Sentosa Invest. & Trading Co. Pvt. Ltd. M/s
Timberhill Engineers Pvt. Ltd. M/s
Hitech Entertainment Ltd. M/s
Stockwatch Securities Pvt. Ltd. M/s
Beachcraft Investment & Trading Co. Pvt. Ltd. M/s
Reshma Plastics Pvt. Ltd.)
Sd/- Mrs.
Daksha Kanakiya (on behalf of herself and Ms KK. Foram and Ms Pooja
Kumari)
Sd/- Mr.
Sanjay Doshi (on behalf of the Board of Directors of M/s Total Network Solutions
Ltd.)
Sd/- Mr.Rajesh
Mulani (on behalf of the Board of Directors of M/s Yogi Sung Won (India)
Ltd.)
Sd/- Mr.
Srikrishna S. Bamidipatti (on behalf of the Board of Directors of M/s VMC
Software Ltd)
Sd/- Mr.
Dilip Kanakiya (on behalf of the Board of Directors of M/s Paschim Food Industry
Ltd.)
Sd/- Mr.
Babulal S. Jain
Sd/- Date:
23.01.03 Place: Mumbai Enclosures:
(1) Form of Acceptance cum
Acknowledgement (2)
Transfer
Form
(3)
Form
of Withdrawal 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
From :-
Folio No.:
Sr.No.:
No of Shares Held Tel No:
Fax No:
E-Mail: To: Sharex (India) Pvt Ltd.
17 B, Dena Bank
Bldg, Horniman
Circle, Fort, Mumbai � 400
001 Sub.: Open offer for purchase of 20,30,000 equity shares of BSEL Information Systems Limited representing 20.00% of the issue and paid up equity share and voting capital at a consideration of Rs. 10.00 per share and interest of Rs. 8.55 per share totalling to Rs. 18.55 per share /-- by M/s. Contact Consultancy Services Pvt. Ltd. Dear
Sir, I/We refer to the Letter of
Offer dated 23.01.03 for acquiring the equity shares held by me/us in BSEL.
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 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:
(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 Registrar 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. FOR SHARES HELD IN DEMAT
FORM : I/We hold shares in demat
form and accept the Offer and enclose photocopy of the Delivery instruction duly
acknowledged by DP in respect of my equity shares as detailed
below:
I/We have done an off market
transaction for crediting the shares to the Escrow Account named �Sharex (India)
Pvt. Ltd. BSEL Open Offer - Escrow
Account for which necessary
instructions have been given below: DP Name
: Stock Holding Corporation
of India Limited Client ID
No.
:
1601010000088697 DP ID No.
: IN 301127
Share holders having their
beneficiary account with NSDL have to use inter-depository slip for purpose of
crediting their shares in favour of the special depository account with
CDSL. -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - Tear along this line - - - - - - - - - - - - - - - - Folio No. \ DP ID Client
ID.:
Serial
No.
Acknowledgement
Slip Sharex (India )Pvt.
Ltd. 17 B, Dena Bank
Bldg, Horniman
Circle, Fort, Mumbai �
400 001 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 ____________________________________________ Note : All future
correspondence, if any should be addressed to Registrar 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. For
NRIs/OCBs/FIIs/Foreign Shareholders
: I/We have enclosed the
following documents : � Reserve Bank of India clearance
for acquisition and sale of shares � No Objection Certificate
� Tax Clearance Certificate under
Income-Tax Act, 1961. I/We confirm that the equity
shares of BSEL 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 Registrar 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 Registrar 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:
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.
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 Registrar to the Offer at the following address quoting your
Folio No. Sharex
(India )Pvt. Ltd. 17
B, Dena Bank Bldg, Horniman
Circle, Fort, Mumbai � 400
001 FORM OF
WITHDRAWAL
From:
To, Sharex
(India )Pvt. Ltd. 17
B, Dena Bank Bldg, Horniman
Circle, Fort, Mumbai � 400
001 Sub.: Open offer for purchase of 20,30,000 equity shares of BSEL Information Systems Limited representing 20.00% of the issue and paid up equity share and voting capital at a consideration of Rs. 10.00 per share and interest of Rs. 8.55 per share totalling to Rs. 18.55 per share /-- by M/s. Contact Consultancy Services Pvt. Ltd. Dear
Sir, I/We refer to the Letter of
Offer dated 23.01.03 for acquiring the equity shares held by me/us in
BSEL I/We, the undersigned, have
read the Letter of Offer and understood its contents including the terms and
conditions as mentioned therein. FOR SHARE HELD IN PHYSICAL
FORM I/We wish to withdraw our
acceptance tendered in response to the said offer. We had deposited/sent our
�Form of Acceptance� to you on __________ alongwith original share
certificate(s) and duly signed transfer deed(s) in respect of my/our shares as
detailed below: (Please enclose the Xerox
copy of Acknowledgement received for �Form of Acceptance�)
I/We note and understand the
terms of withdrawal of acceptance and request you to return the original share
certificate(s) and valid share transfer deed held in trust for me/us by you and
authorize you not to remit the consideration as mentioned in the Letter
of Offer. FOR SHARES HELD IN DEMAT
FORM : I/We wish to withdraw our
acceptance tendered in response to the said offer. I/We had done an off market
transaction for crediting the shares of the Escrow Account named �Sharex (India)
Pvt. Ltd. BSEL Open Offer - Escrow
Account having the following details : DP Name
: Stock Holding Corporation
of India Limited Client ID
No.
:
1601010000088697 DP ID No.
: IN 301127
You are requested to re
credit the shares back to my/our demat account as detailed herein under and
authorize you not to remit the consideration as mentioned in the Letter
of Offer.
I/We authorise the Acquirer
to reject the shares so offered which it may decide in consultation with Manager
to the Offer and in terms of the Letter of Offer. Yours
faithfully, Signed
Address of First/Sole
Shareholder
________________________________________________________________________________________
________________________________________________________________________________________________________________________________________ Place:
Date: Note: Incase of joint
holdings, all holders must sign. A corporation must affix its common
seal. -------------------------------------------------------TEAR
HERE------------------------------------------
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