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THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION This
Letter of Offer is sent to you as an equity shareholder of BSL Limited. If you
require any clarifications about the action to be taken, you may consult your
stockbroker or investment consultant or Manager to the Offer / Registrar to the
Offer. In case you have recently sold your
Transfer Deed to the purchaser of the equity shares or member of the
stock exchange through whom the said sale was effected.
Index
Definitions
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 LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A
LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT
IS TO FACILITATE THE SHAREHOLDERS OF BSL TO TAKE AN INFORMED DECISION WITH
REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE
FINANCIAL SOUNDNESS OF THE ACQUIRER/PACs OR BSL OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS LETTER OF OFFER. IT SHOULD ALSO BE
CLEARLY UNDERSTOOD THAT, WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE
CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER
OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO
ENSURE THAT THE ACQUIRER DULY DISCHARGES HIS RESPONSIBILITY ADEQUATELY. IN THIS
BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, SBI CAPITAL MARKETS
LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED AUGUST 28, 2002 TO SEBI IN ACCORDANCE WITH THE
REGULATIONS. THE FILING OF THIS LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE
ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE OFFER. Any
information or representations with respect to such matters not contained in
this Letter of Offer or in the documents incorporated by reference in this
Letter of Offer must not be relied upon as having been authorised by the
Acquirer. Anyone placing reliance on any other source of information would be
doing so at his/her/their own risk. 2.
DETAILS
OF THE OFFER 2.1 Background
of the Offer The
Offer is a voluntary offer being made pursuant to Regulations 10 and 12 of the
Regulations for substantial acquisition of shares of BSL accompanied by change
in control and management of BSL. The Offer is open to all shareholders of BSL,
other than KCL and the PACs. The
Acquirer along with the PACs hold 8,69,681 equity shares representing 11.86% of
the equity share capital of BSL as on the date of this Letter of Offer, as
detailed below:
Note: The %age figures may
not add up to the total due to rounding off. The
above shares have been acquired through open market purchases in a period of six
months preceding the date of the PA at a highest price of Rs.60.72 per Share and
at an average price of Rs.40.06 per Share. Other than the aforementioned shares,
the Acquirer as well as the PACs hold no shares of BSL and have not acquired any
shares of BSL in the period of 12 months prior to the date of the
PA. As
per the information available from the Acquirer and the PACs respectively, the
Acquirer and the PACs have not been prohibited by SEBI from dealing in
securities, in terms of any directions issued under Section 11B of the
Securities and Exchange Board of India Act, 1992 (�SEBI Act�) or under any other
regulation under the SEBI Act.
The
Acquirer proposes to change the Board of Directors of BSL on successful
completion of this Offer and its representatives on the Board would be decided
upon the completion of the Offer. 2.2 Details
of the Offer The
PA, as per Regulation 15(1) of the Regulations, and the Corrigendum PA
intimating the revised schedule
were issued in the following newspapers on August 14, 2002 and November
2, 2002 respectively.
If
any upward revision is made in the Offer Price it will be announced in the
above-mentioned newspapers and the same price would be payable by KCL for all
the equity shares tendered at any time during the Offer. A
copy of the PA is also available on the SEBI website at www.sebi.gov.in. Pursuant
to and subject to the terms of this Letter of Offer, KCL and the PACs are making
a voluntary offer to purchase 22,00,410 fully
paid-up equity shares, representing 30% of the fully paid-up voting equity share
capital of BSL, at a price of Rs. 80 (Rupees Eighty) per equity share, payable
in cash. All eligible persons may participate in the Offer.
The
Offer is conditional on minimum level of acceptance of 22,00,410 fully paid up
equity shares representing 30% of the share capital of BSL (i.e. in case the
number of valid equity shares tendered in terms of the Offer is less than the
minimum level of acceptance, the Acquirer will not accept any equity shares
tendered). None
of KCL, the PACs or the Directors of KCL or the PACs have acquired any equity
shares in BSL from the date of the PA until the date of this Letter of
Offer. 2.3 Object
of the Acquisition KCL
intends to utilize the strength of its promoter group in the jute industry and
make a foray into manufacture of fabrics. KCL has made this Offer pursuant to
Regulations 10 and 12 of the Regulations for substantial acquisition of shares
of BSL, and intends to acquire controlling stake in BSL. The Offer provides an
opportunity to the public shareholders of BSL to make an appropriate choice
under the prevailing circumstances.
3.
BACKGROUND
OF THE ACQUIRER / PERSONS ACTING IN CONCERT 3.1
Kolmak Chemicals Limited (�KCL�) Kolmak
Chemicals Ltd. [Regd. Office: 21-A
Shakespeare Sarani Kolkata - 700017] was incorporated on September 12, 1977
under the Companies Act, 1956. It is engaged in the business of manufacture of
titanium dioxide, ferrous sulphate and calcium sulphate with its plant located
at Kalyani, Distt. Nadia, having a production capacity of 3,600 tpa of titanium
dioxide anatase. KCL is promoted and controlled by Mr Ghanshyam Sarda and his
family (�Sarda Group�), which has a joint holding of 48.98% equity shares of KCL
as on the date of the PA. The
issued, subscribed and paid-up share capital of KCL as at the date of this
Letter of Offer is Rs. 199.99 lakhs comprising 1,999,925 equity shares of Rs.
10/- each. There are no partly paid-up shares of KCL as on the date of the
Letter of Offer. The shares of KCL are listed on CSE and had a share price of
Rs.19/- as on July 17, 2002. The
shareholding pattern of KCL as on June 30, 2002 was as
under:
With
regard to BSL, KCL has complied with the applicable provisions of Chapter II of
the Regulations within the time specified in the
Regulations. The
Board of Directors of KCL as on the date of PA is constituted as
under:
None
of the above directors is on the Board of Directors of the Target
Company. Extracts
from the audited financial statements of KCL for the years ended March 31, 2002,
March 31, 2001, and March 31, 2000 are as follows: (All
figures in Rs. unless specified)
*Gross
sales have been adjusted with increase / decrease of stock wherever applicable
in this Letter of Offer for the purpose of
presentation.
BACKGROUND
OF PACs 3.2
Super Jupiter Courier Pvt. Ltd. (�SJCPL�)
Super
Jupiter Courier Pvt. Ltd. [Regd. Office:
6B, Bentick Street, 1st Floor, Kolkata � 700 001], was incorporated on
September 11, 1991 as a private limited company under the Companies Act, 1956.
SJCPL is promoted and controlled by the Sarda Group. It was originally
incorporated with the objective of carrying on business of public
carrier/courier services, but is currently registered with RBI as an NBFC
engaged in the business of investments in shares. With
regard to BSL, SJCPL has complied with the applicable provisions of Chapter II
of the Regulations within the time specified in the
Regulations. The
top ten shareholders of SJCPL as on the date of the PA are as
under:
The
Board of Directors of SJCPL as on date of the PA is constituted as
under:
None
of the above directors is on the Board of Directors of the Target
Company. The
issued, subscribed and paid-up share capital of SJCPL as at the date of this
Letter of Offer is Rs.416.13 lakhs comprising
4,161,300 equity shares of Rs. 10/- each. Extracts from the audited financial
statements of SJCPL for the years ended March 31, 2002, March 31, 2001, and
March 31, 2000 are as follows: (All
figures in Rs. unless specified)
3.3
Sun Biotechnology Ltd. (�SBL�)
Sun
Biotechnology Ltd. [Regd. Office:
Milanpur, Rehabari, Guwahati], was originally incorporated on July 29, 1994
as S.B. Agro (India) Pvt. Ltd. as a private limited company under the Companies
Act, 1956. SBL became a public limited company under section 44 of the Companies
Act from May 28, 1998 and subsequently changed its name to its present name Sun
Biotechnology Ltd. on January 4, 2001. It is engaged in the business of export
of seafoods and manufacture of jute goods. SBL was promoted by Mr. S. Ramalingam
(Chartered Accountant) and Mr. S. Banerjee (MBA) with the Sarda Group being the
largest shareholder as on the date of this PA. The shares of SBL are listed on
the Gauhati Stock Exchange Ltd. and are not actively
traded.
With
regard to BSL, SBL has complied with the applicable provisions of Chapter II of
the Regulations within the time specified in the
Regulations. The
shareholding pattern of SBL as on June 30, 2002 was as
under:
The
Board of Directors of SBL as on the date of the PA is constituted as
under:
None
of the above directors is on the Board of Directors of the Target
Company. The
issued, subscribed and paid-up share capital of SBL as at the date of this
Letter of Offer is Rs.360.06 lakhs comprising 36,00,600 equity shares of Rs.
10/- each. Extracts from the audited financial statements of SBL for the years
ended March 31, 2002, March 31, 2001, and March 31, 2000 are as
follows: (All
figures in Rs. unless specified)
3.4
Suparshwa Distributors Pvt. Ltd. (�SDPL�)
Suparshwa
Distributors Pvt. Ltd. [Regd. Office: 6B,
Bentinck Street, Aloka House, 1st Floor, Kolkata � 700 001], incorporated on
January 21, 1994 as a private limited company under the Companies Act, 1956, is
controlled by Sarda Group. SDPL is registered with RBI as an NBFC and is engaged
in the business of investment in shares and stocks.
With
regard to BSL, SDPL has complied with the applicable provisions of Chapter II of
the Regulations within the time specified in the
Regulations. The
top ten shareholders of SDPL as on the date of the PA are as
under:
Note: The %age figures may not add
up to the total due to rounding off. The
Board of Directors of SDPL as on the date of the PA is constituted as
under:
None
of the above directors is on the Board of Directors of the Target
Company. The
issued, subscribed and paid-up share capital of SDPL as at the date of this
Letter of Offer is Rs.320.16 lakhs comprising 32,01,634 equity shares of Rs.10/-
each. Extracts from the audited financial statements of SDPL for the years ended
March 31, 2002, March 31, 2001, and March 31, 2000 are as
follows: (All
figures in Rs. unless specified)
*Note:
Share Capital as on 31st March 2000 includes 24,78,734 equity shares of Rs.10/- each pending
allotment as fully paid-up shares pursuant to the Scheme of Amalgamation as
approved by the Hon�ble High Court of Calcutta. 3.5
Namokar Vinimay Pvt. Ltd. (�NVPL�)
Namokar
Vinimay Pvt. Ltd. [Regd. Office: 9/12,
Lal Bazar Street, 4th Floor, Kolkata - 700001], incorporated on
March 29, 1993 as a private limited company under the Companies Act, 1956, is
promoted and controlled by Sarda Group. NVPL is registered with RBI as an NBFC
and is engaged in business of investment in shares and trading in
jute. With
regard to BSL, NVPL has complied with the applicable provisions of Chapter II of
the Regulations within the time specified in the
Regulations. The
shareholders of NVPL as on the date of the PA are as
under:
*
On October 18, 2002, NVPL received these shares for transfer along with the duly
executed transfer deed in favour of M/s Sukant Management Pvt. Ltd. The shares
were duly transferred on October 25, 2002. The
Board of Directors of NVPL as on the date of the PA is constituted as
under:
None
of the above directors is on the Board of Directors of the Target
Company. The
issued, subscribed and paid-up share capital of NVPL as at the date of this
Letter of Offer is Rs.274.41 lakhs comprising 2,744,100 equity shares of Rs.10/-
each. Extracts from the audited financial statements of NVPL for the years ended
March 31, 2002, March 31, 2001, and March 31, 2000 are as
follows: (All
figures in Rs. unless specified)
3.6
Remarkable Fiscal Company Pvt. Ltd. (�RFCPL�)
Remarkable
Fiscal Company Pvt. Ltd. [Regd. Office:
101-B, Mittal Court, Nariman point, Mumbai � 400 021], incorporated on
August 22, 1996 as a private limited company under the Companies Act, 1956, is
promoted, controlled and fully owned by Mr. Kailash Agarwal and family. It is
engaged in the business of property and investment in
shares. With
regard to BSL, RFCPL has complied with the applicable provisions of Chapter II
of the Regulations within the time specified in the
Regulations. The
shareholders of RFCPL as on the date of the PA are as
under:
The
Board of Directors of RFCPL as on the date of the PA is constituted as
under:
None
of the above directors is on the Board of Directors of the Target
Company. The
issued, subscribed and paid-up share capital of RFCPL as at the date of this
Letter of Offer is Rs.0.12 lakhs comprising 120 equity shares of Rs. 100/- each.
Extracts from the audited financial statements of RFCPL for the years ended
March 31, 2002, March 31, 2001, and March 31, 2000 are as
follows: (All
figures in Rs. unless specified)
3.7
Pilot Consultants Ltd. (�PCL�) Pilot
Consultants Ltd. [Regd. Office: 13,
Mahendra Road, Sushila Apartments, 3rd Floor, Kolkata - 700025],
incorporated on September 17, 1991 under the Companies Act, 1956 is promoted and
controlled by Mr Sanjay M. Bavishi, Chartered Accountant and his family. PCL is
an RBI registered NBFC and is engaged in the business of investment in shares.
As per the information given in SEBI press release dated 06/06/2002 available on
the SEBI web-site, SEBI has passed an order against Mr. Ashwin S Mehta, one of
the directors-cum-shareholders of PCL, rejecting his application for an
exemption in connection with an Open Offer to the shareholders of M/s. Western
Projects Ltd. and also directed him that if he intended to acquire shares of
M/s. Western Projects Ltd., the same should be done in accordance with the
provisions of the Regulations applicable to infrequently traded shares. As
mentioned in the aforesaid press release, SEBI held that Mr. Ashwin S Mehta had
tried to mislead SEBI by making submissions not borne out by the facts of the
case and manipulate the trading to justify a lower offer price to the detriment
of the interests of the investors. On non-receipt of the said exemption, in
compliance with SEBI�s directions, Mr. Ashwin S Mehta did not proceed with the
acquisition of shares of M/s. Western Projects Ltd. With
regard to BSL, PCL has complied with the applicable provisions of Chapter II of
the Regulations within the time specified in the
Regulations. The
top ten shareholders of PCL as on the date of the PA are as
under:
The
Board of Directors of PCL as on the date of the PA is constituted as
under:
None
of the above directors is on the Board of Directors of the Target
Company. The
issued, subscribed and paid-up share capital of PCL as at the date of this
Letter of Offer is Rs.624 lakhs comprising 62,40,000 equity shares of Rs. 10/-
each. Extracts from the audited financial statements of PCL for the years ended
March 31, 2002 , March 31, 2001, and March 31, 2000 are as
follows: (All
figures in Rs. unless specified)
Information
about companies substantially held by the PACs The
information, including financial information as per audited accounts for year
ended March 31, 2002, about the companies in which PACs hold substantial stake
is as under:
Reasons
for the Acquisition/Offer and Future Plans
KCL
intends to utilize the strength of its promoter group in the jute industry and
foray into manufacture of fabrics. While the Acquirer does not intend to make
any major change in the existing lines of business of BSL, it proposes to change
the Board of Directors of BSL on successful completion of this Offer. The
Acquirer does not have any plans to dispose of or otherwise encumber any assets
of BSL in the next two years, except in the ordinary course of business of BSL
and except to the extent required for the purpose of restructuring and/or
rationalisation of assets, investments, liabilities or otherwise of BSL. It will
be for the Board of Directors of BSL to take appropriate decisions in these
matters, as per the requirements of business. Such decisions shall be in
accordance with laws or regulations applicable at that
time.
4. BACKGROUND OF BSL (�BSL�, �Company� or
�Target Company�) [Note:
All information regarding BSL has been obtained from publicly available
sources] BSL
Limited (�BSL� or the �Company�) [Regd.
Office: 26, Industrial Area, P.B. No.17, Gandhi Nagar, Bhilwara - 311001,
Rajasthan] was incorporated on October 24, 1970 by Mr. S M Sureka as a
private limited company to takeover the running business of Bharatiya Udyog
Sangh, a partnership firm. It was taken over in 1971 by Mr. Jhunjhunwala and was
converted into a public limited company with effect from May 6, 1976. The name
of the company was changed from Bhilwara Synthetics Ltd. to BSL Ltd. with effect
from July 19, 1994. BSL manufactures polyester-viscose, polyester-woollen and
100% woollen fabrics, polyester-wool blended and 100% woollen and worsted yarn.
It markets its products under the BSL Suitings brand.
The
total paid-up share capital of BSL as per audited financials as on March 31,
2002 is Rs.733 lakhs comprising 7,334,699 equity shares of Rs. 10/- each. As per
available information, there are no partly paid-up shares or locked shares of
BSL as on March 31, 2002.The shares of BSL are listed on BSE, NSE, DSE, CSE and
JSE. The
share capital structure of BSL as on June 30, 2002 is as
follows:
Source:
www.nseindia.com Out
of the above, 2,920 equity shares have been issued as fully paid-up pursuant to
a contract without payment being received in cash. Allotment of 987 equity
shares has been kept in abeyance pending litigation. There
are no outstanding convertible instruments (warrants / FCDs / PCDs etc.) as at
March 31, 2002. BSL
has been complying with the requirements of Listing Agreements with Calcutta
Stock Exchange and Jaipur Stock Exchange and the said Exchanges have taken no
penal action against the Company. Information with respect to the compliance
status as regards other Stock Exchanges, where the Company�s shares are listed
could not be obtained. The
Board of Directors of BSL as reported in the annual report for the year ended
March 31, 2002 was constituted as under:
Source:
Annual Report March 31,2002 As
per the information available from the annual reports, there has been no
merger/demerger or spin off involving BSL during the last 3 years. Extracts
from the audited financial statements of BSL for the years ended March 31, 2002,
March 31, 2001 and March 31, 2000 are as follows:
The
equity shareholding in BSL before the Offer and after the Offer (assuming full
acceptance of the Offer) is given in the table below:
*
Likely shareholding of the shareholders, other than the Acquirer and PACs, after
the Offer assuming full acceptance. 1. The
above figures are as on June 30, 2002 and are based on information obtained from
www.nseindia.com, except holdings of KCL
and the PACs, which have been provided by KCL. The number of Shares held by KCL
and the PACs remain same from June 30, 2002 till the date of this Letter of
Offer. 2. None
of (i) KCL, (ii) the PACs or (iii) the Directors of KCL or the PACs have
acquired any equity shares in BSL from the date of the PA until the date of this
Letter of Offer. 3. The
above table reflects the post Offer holdings of Acquirer and PACs
only. 5. OFFER PRICE AND
FINANCIAL ARRANGEMENTS 5.1 Justification
for the Offer Price The
shares of BSL are listed on the BSE, NSE, DSE, CSE and JSE. The details of
trading volumes on all the above stock exchanges are as
under:
Source:
Official data obtained from the respective stock exchanges, BSE data from www.bseindia.com, NSE data from www.nseindia.com The
weekly high and low of the closing prices of the equity shares on the National
Stock Exchange of India Limited during the 26-week period ending August 14, 2002
(being the date of Public Announcement), are given below:
Source:
www.nseindia.com As
the annualised trading turnover on The Stock Exchange, Mumbai, and the National
Stock Exchange of India Limited is more than 2% of the total number of listed
shares, the equity shares are deemed to be frequently traded on these exchanges
as per the explanation to Regulation 20(3) of the Regulations, with the National
Stock Exchange of India Limited being the exchange where the equity shares are
most frequently traded. The equity
shares are infrequently traded within the meaning of Regulation 20(3) of the
Regulations on the other exchanges. The
average of the weekly high and low of the closing prices of the equity shares of
BSL as quoted on NSE, during the 26 weeks prior to the date of Public
Announcement was Rs.49.23 (Source: www.nseindia.com). The highest price paid
by KCL or PACs for acquisitions of shares of BSL in the open market during the
12 months prior to the date of Public Announcement is Rs.60.72. No shares of BSL
have been acquired either by KCL or the PACs by way of allotment in a public or
rights issue during 26-week period preceding the Public Announcement or under
preferential allotment by BSL at any time during 12 months preceding the date of
Public announcement. Neither KCL nor the PACs have acquired or shall acquire,
during the period commencing from the date of the PA up to the closure of the
Offer, any equity shares of BSL in compliance with the
Regulations. As
per the audited results, BSL has reported a loss of Rs.27 lakhs for the year
ended March 31, 2002. Hence the earnings based ratios are not applicable for
price justification. Based on data obtained from the journal Dalal Street Vol.
XVII No. 16 dated August 11, 2002 [Industry: Textiles � Weaving], the simple
average of industry Price to Book Value (P/BV) ratio is 0.68. Based on the Offer
Price of Rs.80/-, the P/BV ratio of BSL is 1.28, which is substantially higher
than the industry average. Thus the Offer price is justified as per Regulations
20(2), (3) and (6) of the Regulations. 5.2 Financial
Arrangement for the Offer The
maximum consideration payable by the Acquirer in case of full acceptance of the
Offer would be Rs.17,60,32,800/. In
accordance with the provisions of Regulation 28(2)(b), the Acquirer has created
an Escrow Account in the form of a cash deposit of Rs.8,82,00,000/-
(representing an amount in excess of 50% of the maximum purchase consideration
payable in terms of the Offer) with N. S. Road branch of Tamilnad Mercantile
Bank Ltd. [Address: 58 D, N. S. Road,
Kolkata � 1] with a lien marked in favour of Manager to the Offer. The
Acquirer has empowered the Manager to realize the value of the Escrow Account
under the Regulations.
The
Acquirer together with the PACs have made firm arrangements for payment of
consideration to the shareholders of BSL whose shares would be acquired pursuant
to this Offer. M/s M. K. Kothari & Associates, Chartered Accountants [Address: 7 Ram Kumar Rakhit Lane, Kolkata �
7, Ph:033-2300914, Fax: 033-2385492, Membership Number: 59513], vide their
certificate dated August 9, 2002 have confirmed that adequate funds in excess of
Rs.17,60,32,800/- are available with the Acquirer together with the PACs to
implement the Offer in full. On the basis of the above, the Manager to the Offer
has satisfied itself about the ability of the Acquirer along with the PACs to
implement the Offer in accordance with the Regulations. 6.
TERMS AND CONDITIONS OF
THE OFFER a.
The
Acquirer is making an open offer ("Offer") to all the remaining shareholders of
BSL (except KCL and PACs) whose names appeared in the register of shareholders
on August 21, 2002, and also to those persons (except KCL and PACs) who own the
shares at any time prior to the closure of the offer, but are not the registered
shareholder(s). b.
The
Acquirer is making an open offer ("Offer") to all the eligible shareholders of
BSL to acquire 2,200,410 equity shares of BSL (representing 30% of the voting
capital of BSL), at a price of Rs. 80 (Rupees Eighty
only) per fully paid-up equity share ("Offer Price"), payable in cash.
c.
Each
shareholder of BSL, to whom this Offer is being made, is free to offer his / her
shareholding in whole or in part while accepting this Offer. Shareholders of
BSL, who wish to avail themselves of this Offer, should convey their acceptance
to the Registrar in the manner set out in Clause 7 below so as to reach the
Registrar no later than 5.00 p.m., Indian Standard Time on the Closing Date
stipulated therein. Acceptances received after the Closing Date would be
rejected. d.
The
instructions, authorisations and provisions contained in the Form of
Acceptance-cum-Acknowledgement constitute an integral part of the terms of the
Offer. e.
The
equity shares of BSL being tendered under this Offer should be free from all
liens, charges and encumbrances. f.
The
acceptance of this Offer by the shareholder(s) must be absolute and unqualified.
Any acceptance, which is conditional or incomplete, is liable to be rejected.
g.
Accidental
omission to despatch this document to any person entitled to this Offer or
non-receipt of this document by any such person shall not invalidate the Offer
in any way. Such shareholders may obtain the document from the Manager or
Registrar to the Offer at the addresses mentioned on the cover page. The Letter
of Offer along with the Form of Acceptance-cum-Acknowledgement would also be
available at SEBI�s web site, www.sebi.gov.in and the Form of
Acceptance-cum-Acknowledgement can be downloaded from the site and used for
applying in the Offer. h.
Shareholders
who accept this Offer by tendering the requisite documentation, in terms of this
Letter of Offer and the Public Announcement cannot withdraw the
same. i.
The
Acquirer will not be responsible in any manner for any loss of equity share
certificate(s) and other acceptance documents during
transit. Statutory
Approvals The
Offer is subject to the approval of the Reserve Bank of India (RBI) under the
Foreign Exchange Management Act, 1999, for acquiring shares tendered by
shareholders including NRIs/FIIs and OCBs. On closure of the Offer and receipt
of the acceptances duly filled and completed in all respects from the
shareholders, the Acquirer, on behalf of such shareholders, would make the
requisite application to RBI to obtain permission for transfer of their shares
in BSL to the Acquirer. Besides the above, there are no approvals required to
acquire shares that are tendered pursuant to this Offer. Barring
unforeseen circumstances, the Acquirer intends to obtain all required approvals
within one month from the Closing Date. However, in case of delay in receipt of
statutory approvals, in terms of clause 22(12) of the Regulations, SEBI has the
power to grant extension of time, subject to the Acquirers agreeing to pay
interest to the shareholders for delay beyond 30 days. In case RBI approval for
acquisition of shares from non-resident shareholders is unduly delayed, the
Acquirer reserves the right to proceed with payment to the resident shareholders
whose shares have been accepted by the Acquirer in terms of this Offer, pending
payment to the non-resident shareholders. 7.
PROCEDURE FOR ACCEPTANCE OF THE OFFER AND SETTLEMENT 7.1 Procedure
for Acceptance of the Offer Holders
of equity shares of BSL who wish to avail this Offer should forward the under
mentioned documents by hand delivery or by registered post to the Registrar to
the Offer, Maheshwari Datamatics Pvt. Ltd., at their Kolkata office, or by hand
delivery only at the other collection centres given below so as to reach the
Registrar to the Offer on or before December 6, 2002 (Offer Closing Date), on
their working days during business hours indicated in Paragraph 7.1 below. In
the case of dematerialised shares the Registrar to the Offer is not bound to
accept those offers that have not yet been credited to the Escrow Depository
Participant as on the Offer Closing Date (i.e. December 6, 2002).
Collection
Centres
Neither
the Acquirer/PACs nor the Manager nor the Registrar nor BSL will be responsible
for any loss in transit or delay in receipt of the completed Form of Acceptance,
Share Certificate(s), Share transfer deed(s) or other
documents. If
the aggregate of the valid responses to the Offer exceeds 22,00,410 (Twenty two
lakhs four hundred and ten only) shares, then the Acquirer/PACs shall accept the
offers received on a proportionate basis in accordance with the Regulations.
NO
DOCUMENTS FOR TENDERING THE EQUITY SHARES SHOULD BE SENT TO KCL, THE PACs, BSL
OR THE MANAGER TO THE OFFER. a)
For Equity Shares Held in Physical Form Valid
Tender of Equity Shares:
In order to validly tender such equity shares of BSL in the Offer, the following
documents must be received by the Registrar to the Offer no later than 5:00
p.m., Indian Standard Time, on the Offer Closing Date: (1) Form of
Acceptance-cum-Acknowledgement, duly completed and signed in accordance with the
instructions contained therein by sole/all shareholders whose names appear on
the share certificates (in case of joint holdings) in the same order in which
their names appear in the Register of Members; (2) a copy of the No Objection
Certificate/Tax Clearance Certificate if obtained from the Indian tax
authorities by the shareholder (applicable to NRI(s)/OCBs/FIIs); (3) original
share certificate(s); and (4) valid Transfer Deed(s) duly signed as transferors
by all shareholders (in case of joint holdings) in the same order and as per
specimen signatures lodged with BSL, witnessed and duly attested at the
appropriate place by a notary or bank manager or member of stock exchange under
their seal of office and membership number. In each case, the name and address
of the attesting authority, attesting authority�s seal and registration number
(if the authority is a notary public/member of stock exchange) or the name and
address of the bank (if the authority is a bank manager) should appear in the
Transfer Deed. Further, all attestations should be unconditional i.e. the
authority attesting should not deny the responsibility of identifying the person
and the signature by qualifying the attestation. If the said guidelines are not
followed, Acquirer/PACs reserve the right to reject the Transfer Deed along with
the application. The Transfer Deed should be duly filled, signed by the
registered holder(s), witnessed,
and the buyer details may be left blank. Acceptance
Procedure:
The equity shares of BSL delivered by tendering shareholders in this manner
would be held in trust by the Registrar to the Offer till the time when payment
for the same is made by Acquirer/PACs and Acquirer/PACs would have no access to
these equity shares of BSL till that time. Return
of Unaccepted Equity Shares: In
the event of acceptance on proportionate basis or in case where acceptances are
rejected, the unaccepted/rejected share certificates, transfer deeds and other
documents, if any, will be returned by registered post by the Registrar to the
Offer to the shareholder/unregistered owners at the shareholder�s or
unregistered owner�s own risk. Except that, in case the share certificates
tendered have to be split,Acquirer/PACs will request the Target Company to split
the share certificates and send the balance share certificates (for equity
shares not accepted in the Offer) directly to the shareholders within the time
limit prescribed under Section 113 of the Indian Companies Act,
1956. b)
For Equity Shares held in dematerialised form Valid
Tender of Equity Shares:
In order to validly tender such equity shares of BSL in the Offer, the following
documents must be received by the Registrar to the Offer no later than 5:00
p.m., Indian Standard Time, on the Offer Closing Date: (1) Form of
Acceptance-cum-Acknowledgement duly completed and signed in accordance with the
instructions contained therein by sole/all shareholders whose names appear (in
case of joint holdings) in the same order in which their names appear in their
beneficiary account; (2) a copy of the No Objection Certificate / Tax Clearance
Certificate if obtained from the Indian tax authorities by the Shareholder
(applicable to NRI(s)/OCBs/FIIs); and (3) a photocopy of the Delivery
Instruction duly acknowledged by the depositary participant filled as per the
instructions given hereunder. The Form of Acceptance-cum-Acknowledgement has to
be tendered by the beneficial holder of Equity Shares
only. Depository
Escrow Account:
The Registrar to the Offer has opened a Depository Account (hereinafter referred
to as �Depository Escrow Account�) with National Securities Depository Limited
(�NSDL�) named as �Maheshwari Datamatics Pvt. Ltd. - BSL Open Offer Account� as
per details given below: DP
Name: Shree Bahubali International Ltd.
Client ID Number: 10084619 DP
ID Number: IN300773
Depository: National Securities
Depository Limited Acceptance
Procedure: The
equity shares of BSL transferred by tendering shareholders to the Depositary
Escrow Account would reside in the Depository Escrow Account and be held in
trust by the Registrar to the Offer till the time when payment for the same is
made by Acquirer/PACs and Acquirer/PACs would have no access to these shares
till that time. Post release of payment to shareholders and upon the receipt of
instructions from the Manager to the Offer, the Registrar to the Offer will
debit the Depository Escrow Account to the extent of payment of consideration
made by Acquirer/PACs and give instructions for credit of the beneficial account
of Acquirer/PACs. Delivery
Instruction: Special
attention should be paid to the following: �
Beneficial
owners who hold equity shares of BSL in dematerialised form are required to
execute an �off-market� trade by tendering the Delivery Instruction for debiting
their beneficiary account with their concerned depositary participant and
crediting the above-mentioned account. The credit in the Depository Escrow
Account should be received on or before the Offer Closing Date i.e. December
6, 2002,
else the application would be rejected. �
The
Delivery Instructions to be given to the depositary participant should be in
�For Off Market Trade� mode only. For each Delivery Instruction the beneficial
owner should submit a separate Form of
Acceptance-cum-Acknowledgement. �
Shareholders
having their beneficiary account in Central Depository Services (India) Limited
(�CDSL�) have to use inter-depository delivery instruction slip for the purpose
of crediting their shares in favour of the special depository account with
NSDL. Return
of Unaccepted Equity Shares:
The equity shares of BSL held in dematerialised form to the extent not accepted
under the Offer will be released to the beneficial owner�s depository account
with the respective depositary participant from where the credit was initially
received in favour of the Depositary Escrow Account at the sole risk of the
beneficial owner. An intimation to that effect will be sent to the beneficial
owner by Ordinary Post. Special
Note for Shareholders who have sent their shares for
Dematerialisation Shareholders
who have sent their physical shares for dematerialisation need to ensure that
the process of getting shares dematerialised is completed well in time so that
the credit in the Escrow Account should be received on or before the Offer
Closing Date i.e. December 6, 2002 else the application would be
rejected. c)
Unregistered Owners of Equity Shares This
Offer is also open to those who own equity shares of BSL (irrespective of the
date of purchase of such shares) but are not registered shareholders of the
Company as on the Specified Date. Such applicants may either obtain a copy of
the Letter of Offer from the Manager to the Offer on providing suitable
documentary evidence of the acquisition of the equity shares or participate in
the Offer by submitting a written application to the Registrar to the Offer
stating the name, address, number of shares held, number of shares offered,
folio number together with the relevant share certificate(s), transfer deed(s)
and the original contract note issued by a registered share broker of a
recognised stock exchange through whom such equity shares were acquired, so as
to reach the Kolkata offices of the Registrar or delivering by hand at any of
the Collection Centres mentioned in Paragraph 7.1 above on or before 5 p.m.,
Indian Standard Time, on the Closing Date. Alternatively, shareholders may apply
using the Form of Acceptance-cum-Acknowledgement, which is available at the
SEBI�s website (www.sebi.gov.in). No indemnity is required
from the unregistered owners. d)
Non-Receipt of Letter of Offer In
case of non-receipt of the Letter of Offer, eligible shareholders may obtain a
copy of the same from either the Manager to the Offer on providing suitable
documentary evidence of acquisition of the said equity shares or participate in
the Offer by submitting a written application to the Registrar to the Offer
stating the name, address, number of shares held, number of shares offered,
folio number together with the relevant share certificate(s), transfer deed(s)
and the original contract note issued by a registered share broker of a
recognised stock exchange through whom such equity shares were acquired, so as
to reach the Kolkata offices of the Registrar or delivering by hand at any of
the Collection Centres mentioned above on or before 5 p.m., Indian Standard
Time, on the Closing Date. Alternatively, shareholders may apply using the Form
of Acceptance-cum-Acknowledgement, which is available at the SEBI�s website (www.sebi.gov.in). e)
For the attention of NRI(s)/OCBs/FIIs The
NRI(s)/OCBs/FIIs who have obtained approval from RBI for selling their shares in
this Offer for transfer of repatriable or non-repatriable shares are required to
enclose a copy of the said permissions from RBI in original along with the other
documents. While
tendering the shares under the Offer, the NRIs/OCBs/FIIs, will be required to
submit the No Objection Certificate/ Tax Clearance Certificate, indicating the
amount of tax to be deducted by the Acquirers before remitting the
consideration, from the Income Tax Authorities under Income Tax Act, 1961. In
case the aforesaid No Objection Certificate/Tax Clearance Certificate is not
submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate
as may be applicable to the category of the shareholder, on the entire
consideration amount payable to such shareholders. The Acquirer/PACs will send
the proof of having deducted and paid the tax along with the payment
consideration. f)
Additional Information and Documents Required The
attached Form of Acceptance-cum-Acknowledgement must be signed by all the
shareholders, including joint holders, as per the specimen signatures lodged
with BSL. In case of shareholders who hold shares with open and valid transfer
deeds, the Form of Acceptance-cum-Acknowledgement has to be signed by the owner
or his authorised signatory (ies). If
one or more of the joint holders is deceased, the Form of
Acceptance-cum-Acknowledgement must be signed by all the surviving holder(s) and
submitted along with the Death Certificate(s) in "original", or a certified or
attested true copy, with necessary direction for deleting his/her name from the
Register of Members, while accepting this Offer. The original will be returned
by Registered Post after scrutiny. If
the sole holder is deceased, and if legal representation by way of
Probate/Letter of Administration/Succession Certificate has been registered with
BSL, then the Form of Acceptance-cum-Acknowledgement must be signed by the Legal
Representative(s) of the deceased while accepting this Offer. If Probate/Letter
of Administration/Succession Certificate has not been registered with BSL, then
the Form of Acceptance-cum-Acknowledgement must be signed by the Legal
Representative(s) of the deceased and submitted along with the Probate/ Letter
of Administration/Succession Certificate, in original, or a certified or
attested true copy, while accepting this Offer. The original certificate will be
returned by Registered Post after scrutiny. In
case the Offer is being accepted on the basis of Power of Attorney, a copy of
the same duly certified by a Notary Public/ Gazetted Officer should also be
enclosed. In
case of the corporate shareholders, acceptance should be supported by the
following documents: i.
Board
resolution authorising such acceptance/power to sell the
shares ii.
Board
resolution authorising execution of transfer documents. iii.
Signature(s)
of the Authorised Signatories duly attested. 7.2 Method
of Settlement The
Form of Acceptance-cum-Acknowledgement, delivered to the Registrar along with
the Share Certificate(s) and other documents as per the requirements of Clauses
6 and 7.1 above, shall become acceptance on the part of the shareholder of BSL,
but will become a fully valid and binding contract between the shareholder and
the Acquirer/PACs only upon fulfilment of all the conditions
herein. Each
shareholder of BSL, to whom this Offer is being made, is free to offer
his/her/its shareholding in whole or in part while accepting this Offer. The
Acquirer/ PACs would accept all valid shares tendered pursuant to this Open
Offer. If the aggregate of the valid responses to the Offer exceeds 22,00,410
(Twenty two lakhs four hundred and ten only) shares, then the Acquirer shall
accept the offers received on a proportionate basis in accordance with the
Regulations. Acceptances/rejections
as well as purchase consideration for acceptances will be mailed to the
shareholders, who tender their shares pursuant to this Offer, as under at
applicants� sole risk. On
fulfilment of the conditions mentioned herein, the Acquirer/PACs will pay the
purchase consideration by an order cheque/demand draft crossed "Account
Payee only", in favour of the first named holder of the shares, by Registered
Post if the consideration exceeds Rs. 1,500 (and by UCP otherwise), to those shareholders of
BSL whose acceptances to the Offer are accepted by the Acquirer. The order
cheques/demand drafts would be payable at par for the payments made in the same
city as the collection centres mentioned in paragraph 7.1 of this document. The
Acquirer/PACs will complete all procedures relating to the Offer, including
mailing of the payment warrants/drafts, by January 4, 2003, i.e. within a period
of 30 days from the date of closure of the Offer, in accordance with Regulation
22 (12) of the Regulations. 8.
COMPLAINTS/
COMMUNICATIONS IN RESPECT OF THE OFFER: A
gist of the complaints/communications received in relation to the Offer along
with the Acquirers� response/comments is given below:
SEBI
has observed, prima facie, violation of the provisions of Regulation 22(2) by
the Acquirer and accordingly vide order dated 18.10.02 initiated adjudication
proceedings against the Acquirer. 9.
DOCUMENTS
FOR INSPECTION The
following documents will be available for inspection to the shareholders of BSL
at the registered office of KCL, whose address is given on the cover page of
this document, between 10 a.m. and 5 p.m. on all working days except Saturdays
till the Closing Date: �
Certificate
of Registration and Articles of Association of KCL. �
Certificate
of Registration and Articles of Association of PAC. �
Audited
Accounts of KCL for the accounting years ended March 31, 2002, March 31, 2001
and March 31, 2000. �
Audited
Accounts of PACs for the accounting years ended March 31, 2002), March 31, 2001
and March 31, 2000. �
Audited
Accounts of BSL for the accounting years ended March 31, 2002, March 31, 2001,
March 31, 2000. �
Certificate
dated August 9, 2002, by M/s M. K. Kothari & Associates, Chartered
Accountants, regarding the adequacy of financial resources with the Acquirer to
fulfil the Offer obligations �
Copy
of the letter from the Tamilnad Mercantile Bank Ltd. dated 9th August
2002 confirming the amount kept in the escrow account and a lien in favour of
SBI Capital Markets Limited to enable them to withdraw the funds at any time
till all the obligations of KCL / PACs under the Regulations are complied
with. �
Copies
of Board Resolutions from KCL and PACs authorising the signatories to the Letter
of Offer. �
Copy
of PA made on August 14, 2002 by KCL for acquiring 22,00,410 paid-up equity shares of BSL. �
Copy
of the Corrigendum PA issued on November 2, 2002, revising the time
schedule. �
Letters
from the Stock Exchanges containing the share price and volume data of
BSL. �
Copy
of the agreement with NSDL for opening a special depository account for the
purpose of the Offer. �
Copy
of the letter dated 26th September 2002 from CSE regarding compliance
by BSL. �
Copy
of the letter dated 28th October 2002 from JSE regarding compliance
by BSL. �
Copy
of the letter dated 19th September 2002 from
SEBI �
Copy
of the letter dated 25th October 2002 from SEBI in terms of proviso to
Regulation 18(2), along with the copies of the complaints in relation to the
Offer. 10. DECLARATION
BY THE ACQUIRER/PACs The
Boards of Directors of the Acquirer/PACs, except Mr. J. K. Acharya (nominee
director of financial institution IIBI who has, under provisions of Regulation
22(6) of the Regulations, exempted himself from accepting responsibility for the
information contained in this Letter of Offer, severally and jointly accept full
responsibility for the information contained in this Letter of Offer and Form of
Acceptance-cum-Acknowledgement. All information contained in this document is as
on the date of the Public Announcement, unless stated otherwise.
The
Acquirer, including PACs, shall be severally and jointly responsible for
ensuring compliance of the Regulations. Mr.
Ghanshyam Sarda has been authorised by the Board of Directors of KCL, Mr. Chain
Roop Giya has been authorised by the Board of Directors of SJCPL, Mr. S.
Banerjee and Mr. S. Ramalingam have been severally authorised by the Board of
Directors of SBL, Mr. Govind Sarda has been authorised by the Board of Directors
of SDPL, Mr. Manoj Baid has been authorised by the Board of Directors of NVPL,
Mr. N.K. Saraf has been authorised by the Board of Directors of RFCPL, Mr.
Ashwin Mehta and Mr. Sanjay M. Bavishi have been severally authorised by the
Board of Directors of PCL to be the Authorised Signatories to the Letter of
Offer.
Place:
Kolkata Date: November 2, 2002 Enclosed:
1. Form of Acceptance-cum-Acknowledgement
2.
Transfer Deed (for shares held in physical form)
THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION (Please
send this Form with enclosures to the Registrar to the Offer at their address
given overleaf) FORM
OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(All
terms and expressions used herein shall have the same meaning as ascribed
thereto in the Letter of Offer)
From Name: Full
Address: Tel
No.:
Fax No.:
E-mail: To, KOLMAK
CHEMICALS LIMITED C/o
Maheshwari Datamatics Pvt. Ltd. 6,
Mangoe Lane, 2nd Floor Kolkata
� 700 001 Dear
Sir/Madam, Sub:
Open Offer for purchase of 22,00,410
fully
paid up equity shares of BSL Limited(BSL) representing 30% of its voting share
capital at an Offer Price of Rs.80/- per fully paid-up equity share by Kolmak
Chemicals Limited I/We
refer to the Letter of Offer dated November 2, 2002
for acquiring the equity shares held by me/us in
BSL. I/We,
the undersigned, have read the Letter of Offer and understood its contents
including the terms and conditions as mentioned therein.
Please
attach an additional sheet of paper and authenticate the same if the above space
is insufficient.
I/We
have done an off market transaction for crediting the shares to the special
depository account with Shree Bahubali International Ltd. in National Securities Depository Limited
styled " Maheshwari Datamatics Pvt. Ltd. - BSL Open Offer Account� whose
particulars are:
Shareholders
having their beneficiary account with CDSL have to use inter-depository slip for
purpose of crediting their shares in favour of the special depository account
with NSDL.
I/We
confirm that the equity shares of BSL, which are being tendered herewith by
me/us under the Offer, are free from liens, charges and encumbrances of any kind
whatsoever. 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/PACs pay the purchase consideration as mentioned in
the Letter of Offer. I/We also note and understand that the Acquirer/PACs will
pay the purchase consideration only after verification of the documents and
signatures. I/We
note and understand that the Shares would lie in the Special Depository Account
until the time the Acquirer/PACs make payment of purchase consideration as
mentioned in the Letter of Offer. I/We
authorise the Acquirer/PACs to accept the shares so offered which it may decide
to accept in consultation with the Manager to the Offer and in terms of the
Letter of Offer and I/we further authorise the Acquirer/PACss to return to
me/us, equity share certificate(s) in respect of which the offer is not found
valid/not accepted. The
Permanent Account No. (PAN/GIR No.) allotted under the Income Tax Act, 1961 is
as under.
-----------------------------------------------TEAR
ALONG THIS LINE-----------------------------------------------
Note
: All future correspondence, if any, should be addressed to Registrar to the
Offer I/We
authorise the Acquirer to send by Registered Post/Speed Post/UCP the
draft/cheque, in settlement of the amount to the Sole/First Holder at the
address mentioned above. Yours
faithfully, Signed
and Delivered:
Note:
In case of joint holdings, all holders must sign. A Corporation must affix its
rubber stamp. Place
:
Date : So
as to avoid fraudulent encashment in transit, the shareholder(s) may provide
details of bank account of the first/sole shareholder and the consideration
cheque or demand draft will be drawn accordingly.
INSTRUCTIONS 1.
In
the case of dematerialised shares, the shareholders are advised to ensure that
their shares are credited in favour of the special depository account, before
the closure of the Offer. The Form of Acceptance-cum-Acknowledgement of such
dematerialised shares not credited in favour of the special depository account,
before the closure of the Offer will be rejected. 2.
Shareholders
should enclose the following I)
For Equity shares held in dematerialised form :- Beneficial
owners should enclose: �
Form
of Acceptance-cum-Acknowledgement duly
completed and signed in accordance with the instructions contained therein, as
per the records of the Depository Participant (DP). �
Photocopy
of the delivery instruction in "Off-market" mode or counterfoil of the delivery
instruction in "Off-market" mode, duly acknowledged by the
DP. II)
For Equity shares held in physical form Registered
Shareholders should enclose: �
Form
of Acceptance-cum-Acknowledgement duly
completed and signed in accordance with the instructions contained therein, by
all shareholders whose names appear on the share
certificates. �
Original
Share Certificate(s) �
Valid
Share Transfer form(s)
duly signed as transferors by all registered shareholders (in case of joint
holdings) in the same order and as per specimen signatures registered with BSL
and duly witnessed at the appropriate place. Attestation, where required (thumb
impressions, signature difference, etc.) should be done by a Magistrate, Notary
Public or Special Executive Magistrate or a Similar Authority holding a Public
Office and authorised to use the seal of his office or a member or a recognised
stock exchange under their seal of office and membership number or manager of
the transferor's bank. Unregistered
owners should enclose �
Form
of Acceptance-cum-Acknowledgement
duly completed and signed in accordance with the instructions contained
therein. �
Original
Share Certificate(s) �
Original
broker contract note �
Valid
Share Transfer form(s)
as received from the market & executed as the proposed
transferee. �
Valid
Share Transfer form
duly signed as transferor by all the proposed transferees and witnessed at the
appropriate place. The
details of buyer should be left blank failing which the same will be invalid
under the Offer. The details of the Acquirer as buyer will be filled by the
Acquirer upon verification of the Form of Acceptance-cum-Acknowledgement and the
same being found valid. All other requirements for valid transfer will be
preconditions for valid acceptance. 3.
The
share certificate(s) share transfer form(s) and the Form of
Acceptance-cum-Acknowledgement should be sent only to the Registrar to the Offer
and NOT to the Manager to the Offer or the Acquirer or PACs or
BSL. 4.
Shareholders
having their beneficiary account in CDSL have to use "INTER DEPOSITORY DELIVERY
INSTRUCTION SLIP" for the purpose of crediting their shares in the favour of the
special depository account with NSDL. 5.
Non-resident
shareholders should enclose a copy of the permission received from RBI for the
equity shares held by them in BSL. If, the shares are held under General
Permission of RBI the non resident shareholder should state that the shares are
held under General Permission and whether on repatriable basis or
non-repatriable basis. 6.
Non
resident shareholders should enclose No objection certificate/Tax Clearance
certificate from the Income Tax Authorities under Income Tax Act, 1961,
indicating the tax to be deducted by the Acquirer before remittance of
consideration otherwise tax will deducted at marginal rate as may be applicable
to the category of the shareholder on the consideration payable by the
Acquirer.
Applicants
who cannot hand deliver their documents at the Collection Centres, may send
their documents only by Registered Post, at their own risk, to the Registrar at
Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor Kolkata � 700 001 so
as to reach the Registrar on or before the closure of the
Offer. -----------------------------------------------TEAR
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