LETTER OF OFFER
This Document is important and requires
your immediate attention
This Letter of Offer is sent
to you as a shareholder(s) of CENTURY
LAMINATING COMPANY LIMITED. If you require any clarifications about the
action to be taken, you may consult your stock broker or investment consultant
or Manager/Registrar to the Offer. In case you have sold your shares in the
company, please hand over this Letter of Offer and the accompanying Form of
Acceptance cum Acknowledgement and Transfer Deed to the Member of Stock Exchange
through whom the said sale was effected.
|
OPEN
OFFER By Sri
Prasan Lohia
(Resident of 110,
Southern Avenue Kolkata-700 029) Ph: (033) 466 4458
Fax No.(033) 240-0314 Sri Prakash
Lohia (Resident of 110, Southern
AvenueKolkata-700 029) Ph:
(033) 466 4458 Fax No. (033) 240-0314 Sri Bikash
Lohia (Resident of 110, Southern
AvenueKolkata-700 029) Ph: (033) 466 4458 Fax No. (033)
240-0314 AND
Ms. Ruchira
Lohia (Resident of 110, Southern AvenueKolkata-700
029) Ph: (033) 466 4458 Fax No. (033)
240-0314 to
the shareholders of CENTURY LAMINATING
COMPANY LIMITED (CLCL) (Regd.
Office: 5, Alexandra Court, 60/1, Chowringhee
Road, Kolkata 700 020) Ph:
033-247-2758/9291 Fax No.(033) 240 0314/247 6103
For
the purchase of 12,20,500 fully paid-up Equity Shares of Rs.10/- each of
CLCL, by tender, at a price of Rs. 20/- per share representing 11.77% of
its paid up equity share and voting capital. These shares will be acquired
in cash, in accordance with regulation 20 (1)(a) of SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent
amendments thereof, from the existing equity shareholders of CLCL
. Please
Note : 1.
This Offer is being
made in compliance with Regulation 11(2) of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations 1997 and subsequent amendments thereof (hereinafter referred
to as
“Regulations"). 2.
The Offer is subject
to receiving the necessary approval(s), if any, from the Reserve Bank of
India, under the Foreign Exchange Management Act, 1999 and subsequent
amendments thereto, for acquiring shares tendered by non-resident
shareholders. In case of acceptances from Non-Resident shareholders, the
Acquirers would after the closure of the Offer, make the requisite
applications to RBI to obtain its approval for transfer of such shares of
CLCL to the Acquirers. There are no other statutory approvals required to
acquire equity shares that are tendered pursuant to this Offer.
3.
If there is any
upward revision in the Offer Price at any time up to seven working days
prior to the date of closure of the Offer viz. July 21, 2002 or withdrawal
of the Offer in terms of the regulation, the same would also be informed
by way of a Public Announcement in the same newspapers where the original
Public Announcement dated May 13, 2002 had appeared. Such revised Offer
Price would be payable for all the shares tendered any time during the
Offer & accepted under the Offer. 4.
If there is a
competitive bid: ·
The Public Offer
under all subsisting bids shall close on the same
date. ·
As the Offer price can not be
revised during 7 working days prior to the closing date of the Offers /
bids, it would, therefore, be in the interest of the shareholders to wait
till the commencement of that period to know the final Offer price of each
bid and tender their acceptance accordingly. 5.
Shareholders, who
have accepted the Offer by tendering the requisite documents, in terms of
the Public Announcement/ Letter of Offer, cannot withdraw the
same. 6.
The Procedure for
acceptance is set out in Para 7 of this Letter Of Offer. A Form of
Acceptance is enclosed with this Letter of Offer. 7.
The Public
Announcement, Corrigendum to Public Announcement, Letter of Offer &
Form of Acceptance cum Acknowledgement would also be available at SEBI's
website www.sebi.gov.in |
MANAGER TO THE OFFER
: |
REGISTRAR TO THE
OFFER : |
Ashika Credit
Capital Limited Contact Person: Mr. Vijay
Chandak 7, B. B. Ganguly
Street, 4th
Floor, Kolkata – 700 012. Tel: (033) 221 5031/
5032 /5112/5113 Fax: (033) 215
9418. E-mail: ashika@cal2.vsnl.net.in |
AXC Computers Pvt.
Ltd. (Formerly ABC
Computers Pvt. Ltd.) Contact Person: Mr.
D. Ganguly National Council of
Education Building Jadavpur University
Campus Jadavpur , Kolkata -
700 032 Ph.: (033) 414 6363/
6292 Fax: (033) 413
7900 Email: abccomp.cal@vsnl.com |
A SCHEDULE OF SOME OF THE MAJOR ACTIVITIES
RELATING TO THE OFFER IS GIVEN BELOW:
|
Activities |
Date |
|
Date of Public
Announcement |
May 13, 2002
(Monday) |
|
Specified date (for
the purpose of determining the names of shareholders to whom the Letter of
Offer will be sent) |
May 13, 2002
(Monday) |
|
Date of revised
Public Announcement (Corrigendum) |
May 14, 2002
(Tuesday) |
|
Last date for a
competitive bid |
June 3, 2002
(Monday) |
|
Date by which the
Letter of Offer will be despatched to the
shareholders |
June 24, 2002
(Monday) |
|
Date of Opening of
the Offer |
July 1, 2002
(Monday) |
|
Last date for
revising the Offer Price |
July 21, 2002
(Sunday) |
|
Date of Closing of
the Offer |
July 30, 2002(
Tuesday) |
|
Date by which
communicating rejection / acceptance and dispatch of cheques / demand
drafts towards payment of consideration to be
completed. |
August 28, 2002
(Wednesday) |
INDEX
|
Sl.
No. |
Subject |
Page
No. |
|
1 |
Disclaimer
Clause |
3 |
|
2 |
Details of the
Offer |
3-4 |
|
3 |
Background of the
Acquirers |
4-7 |
|
4 |
Background of the
Target Company – CLCL |
8-10 |
|
5 |
Offer Price and
Financial Arrangements |
10-11 |
|
6 |
Terms and Conditions
of the Offer |
11-12 |
|
7 |
Procedure for
Acceptance and Settlement of the Offer |
12-14 |
|
8 |
Documents for
Inspection |
14-15 |
|
9 |
Declaration by the
Acquirers. |
15 |
DEFINITIONS/ABBREVIATIONS
|
Acquirers |
Sri Prasan Lohia, Sri Prakash Lohia, Sri Bikash Lohia and Ms. Ruchira Lohia. |
|
CLCL/ Target Company |
Century Laminating Company Limited. |
|
PACs or Persons deemed to be Acting in Concert |
Merino Exports Pvt. Ltd., Merino Services Ltd., other persons of the promoter group shareholders of CLCL who are family members/associates of the Acquirers & Directors of CLCL. |
|
Promoter group shareholder |
The Acquirers & persons deemed to be acting in concert, holding equity shares of CLCL. |
|
Promoter group shareholding |
Fully paid up equity shares of Rs. 10/- each of CLCL held by Acquirers & PACs aggregating 91,49,100 equity shares. |
|
Manager to the Offer |
Ashika Credit Capital Limited. |
|
Offer |
Cash Offer being made by the Acquirers to acquire 12,20,500 fully paid up equity shares of CLCL representing 11.77% of the equity share capital & voting capital of CLCL at the Offer Price. |
|
Offer Period |
May 13, 2002 to July 30, 2002. |
|
Offer Price |
Rs. 20/- payable in cash. |
|
PA |
Original Public Announcement of this Offer dated May 13, 2002. |
|
Corrigendum |
Revised Public Announcement of this Offer dated May 14, 2002. |
|
LOO |
Letter of Offer. |
|
Specified date |
Date for the purpose of determining the names of Shareholders, as appearing in the Register of Members of CLCL or the Records of the Depositories, to whom the Letter of Offer should be sent, i.e. May 13, 2002. |
|
RBI |
Reserve Bank of India. |
Registrar |
AXC Computers Pvt. Ltd. (Formerly ABC Computers Pvt. Ltd.) |
|
SEBI |
Securities & Exchange Board of India. |
|
" Regulations " |
Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and subsequent Amendments thereof. |
|
CSE |
The Calcutta Stock Exchange Association Limited. |
|
DSE |
The Delhi Stock Exchange Association Limited. |
|
BSE |
The Stock Exchange, Mumbai. |
|
MSE |
Madras Stock Exchange Limited. |
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 OVERSEEING
WHETHER THE DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE EQUITY
SHAREHOLDERS OF CLCL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI
DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS
OR THE COMPANY WHOSE SHARES AND 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 ACQUIRERS ARE 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 ACQUIRERS DULY DISCHARGE THEIR
RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER
TO THE OFFER ASHIKA CREDIT CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE
CERTIFICATE DATED 23rd May, 2002, TO SEBI IN ACCORDANCE WITH THE SEBI
(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND
SUBSEQUENT AMENDMENT (S) THEREOF. THE FILLING OF THIS LETTER OF OFFER DOES NOT,
HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED
OFFER.
2. DETAILS OF THE OFFER
:
2.1. Background of the
Offer
2.1.1. This Offer is being made by the Acquirers in compliance with regulation 11(2) of the Regulations. The prime object of the Offer by the Acquirers, being part of the promoter group shareholders of CLCL, is to consolidate their holdings in CLCL.
2.1.2. The Acquirers are making a voluntary Offer (“Offer”) to acquire 12,20,500 equity shares of Rs. 10/- each fully paid up representing 11.77% of the paid up/voting equity share capital, being the balance outstanding equity share capital of CLCL at a price of Rs.20 /- (Rupees twenty) per fully paid up equity share ("Offer Price") payable in cash subject to the terms & conditions mentioned hereinafter.
2.1.3. As on the date of this Public Announcement, the Acquirers & the PACs hold 91,49,100 fully paid equity shares of CLCL, representing 88.23% of its paid up equity share capital as detailed below:
|
Name
|
Number
of shares |
Percent
of paid up equity share capital |
Address |
|
Acquirers |
|
|
110,
Southern Avenue, Kolkata
- 700 029 |
|
Sri
Prasan Lohia |
350000 |
3.38 | |
|
Sri
Prakash Lohia |
514800 |
4.96 | |
|
Sri
Bikash Lohia |
560000 |
5.40 | |
|
Ms
Ruchira Lohia |
118200` |
1.14 | |
|
Sub
total for Acquirers |
1543000 |
14.88 |
|
|
Persons
deemed to be acting in Concert |
|
|
|
|
Merino
Exports Private Limited |
2422800 |
23.36 |
5,
Alexandra Court, 60/1,
Chowringhee Road, Kolkata 700 020 |
|
Merino
Services Limited |
320000 |
3.09 | |
|
Other
persons of the Group, who are family members/ associates of the Acquirers
& Directors of CLCL |
4863300 |
46.90 |
C/o
Century Laminating Company Limited 5,Alexandra
Court , 60/1,
Chowringhee Road, Kolkata 700 020 |
|
Sub
total for the Persons deemed to be
Acting In Concert* |
7606100 |
73.35 |
|
|
TOTAL |
9149100 |
88.23 |
|
|
*
Persons deemed to be Acting in Concert with the Acquirers as mentioned
above are not participating in this
Offer. | |||
2.1.4. The Acquirers or any PAC have not acquired any equity shares of CLCL during the twelve months preceding this Public Announcement. Ms. Ruchira Lohia, one of the Acquirer had earlier made an application on December 12, 2001 to SEBI seeking exemption from making an Open Offer in terms of Regulations 3(1)(1) read with Regulation 4 of the Regulations to acquire in aggregate 3,67,300 fully paid up equity shares of CLCL constituting 2.13% of the paid up equity share capital (1,77,300 fully paid equity shares at a negotiated price of Rs.18/- per share and 1,90,000 fully paid up equity shares as interse transfer amongst promoters / relatives by way of a gift). However, before SEBI could take a decision on the said matter, Ms. Ruchira Lohia has withdrawn her application vide letter dated May 10, 2002.
2.1.5. The Offer by the Acquirers will result, without any change in control or management, in enhancing the promoter group shareholding in CLCL which may result in delisting of CLCL.
2.1.6. The Acquirers, PACs and CLCL have not been prohibited by SEBI from dealing in securities, in terms of directions issued u/s 11B of SEBI Act or under any regulations made under the SEBI Act.
2.1.7. As on the date, the Acquirers have no plans to change the constitution of the Board of Directors of CLCL. However, the Acquirers do reserve the right to make suitable modifications to the constitution of the Board of Directors of CLCL on the completion of the Offer.
2.2. Details of the proposed
Offer:
2.2.1. The original Public Announcement dated May 13, 2002 in respect of the Offer was made in the Business Standard – English (all editions), Dainik Vishwamitra– Hindi (Kolkata) and Kalantar – Bengali (Kolkata) in compliance with Regulation 15(1) of the Regulations. The Corrigendum to Public Announcement dated 14.05.2002 also appeared in the same newspapers.
2.2.2. The Acquirers propose to acquire from the existing equity shareholders of CLCL (other than the PACs) 12,20,500 fully paid-up Equity Shares of Rs.10/- each of CLCL, representing 11.77% of its paid up equity share and voting capital at a price of Rs.20/- per share (“Offer Price”) payable in cash.
2.2.3. There are no partly paid up equity shares of CLCL.
2.2.4. The Offer is not subject to any minimum level of acceptances. The Acquirers will accept all the valid tenders.
2.2.5. Since the date of the PA to the date of this Letter of Offer, neither the Acquirers nor any of the PACs have acquired any shares of CLCL.
2.2.6. The original Public Announcement & Corrigendum to Public Announcement are also available on the SEBI web-site at www.sebi.gov.in
3.
BACKGROUND OF THE ACQUIRERS & PACs:
3.1. Background of the
Acquirers
3.1.1. Sri Prasan Lohia, son of Sri Rupchand Lohia, aged about 34 years, residing at 110, Southern Avenue, Kolkata 700 029 is B. S. (Elect. Engg.) & M. B. A. from Washington University, USA. He has more than 7 years of experience in Laminate business. His Networth as on 31.03.2001 as certified by Mr. Guruprasad Mondal, (Membership No. 16518) proprietor of G. Mondal & Associates, Chartered Accountants, having office at 40/4, Strand Road, 2nd Floor, Kolkata-700 001 vide certificate dated 17/04/2002 is Rs.74.51 Lacs. He is the managing director of Merino Exports Pvt. Ltd.
3.1.2. Sri Prakash Lohia, Son of Sri Man Kumar Lohia, aged 49 years, residing at 110, Southern Avenue, Kolkata 700 029 is B. Tech (Chemical) from Indian Institute of Technology, Delhi. He has also done Advance Management Programme from Indian Institute of Management, Ahmedabad. He has about 20 years of experience in the manufacture & sale of Laminate products & furniture components. He is the managing director of the Target Company & looks after its technical & marketing aspects. His Networth as on 31.03.2001 as certified by Mr. Guruprasad Mondal, (Membership No. 16518) proprietor of G. Mondal & Associates, Chartered Accountants, having office at 40/4, Strand Road, 2nd Floor, Kolkata-700 001 vide certificate dated 17/04/2002 is Rs 86.23 Lacs.
3.1.3. Sri Bikash Lohia son of Sri Champalal Lohia, aged about 32 years residing at 110, Southern Avenue, Kolkata 700 029, is a Commerce Graduate. He has also done Advance Management Programme from Indian Institute of Management, Ahmedabad. He has about 6 years of experience in the Laminate business. His Networth as on 31.03.2001 as certified by Mr. Guruprasad Mondal, (Membership No. 16518) proprietor of G. Mondal & Associates, Chartered Accountants, having office at 40/4, Strand Road, 2nd Floor, Kolkata-700 001 vide certificate dated 17/04/2002 is Rs 112.76 Lacs. He is whole time director of Merino Panel Products Limited.
3.1.4. Ms Ruchira Lohia, daughter of Late Premchand Lohia, aged about 33 years, residing at 110, Southern Avenue, Kolkata 700 029 is a B. A. She has also done Advance Management Programme from Indian Institute of Management, Ahmedabad. She has about 10 years of experience in the Laminate business. She is presently the Wholetime Director of CLCL & looks after Import & Export activities of the Company. Her Networth as on 31.03.2001 as certified by Mr. Guruprasad Mondal, (Membership No. 16518) proprietor of G. Mondal & Associates, Chartered Accountants, having office at 40/4, Strand Road, 2nd Floor, Kolkata-700 001 vide certificate dated 17/04/2002 is Rs 44.64 Lacs.
3.1.5. Sri Prasan Lohia, Sri Prakash Lohia, Sri Bikash Lohia & Ms. Ruchira Lohia are cousins of each other.
3.1.6. The Acquirers have not entered into any formal agreement with respect to the present acquisition and are acting together under an informal understanding.
3.1.7. The Acquirers, till date have complied with the relevant provisions of Chapter II of the Regulations wherever applicable.
3.1.8. The Acquirers do not hold any position on the Board of directors of any other listed company other than as stated above.
3.2. Background of the
PACs:
3.2.1. Merino Exports Private Limited (MEPL)
3.2.1.1. MEPL having its registered office at 5 Alexandra Court, 60/ 1 Chowringhee Road, Kolkata-700 020 was incorporated on 29th April, 1988 under the Companies Act, 1956 as M/s Harnarayan Lohia & Sons Pvt. Ltd. The name of the Company was changed to Merino Exports Pvt. Ltd. on 3rd March 1994. The total paid up capital of the company is Rs. 9,46,920 divided into 94,692 equity shares of Rs. 10/- each. MEPL has been promoted by the Acquirers & their family members / associates.
3.2.1.2. MEPL is a non-banking finance company registered with Reserve Bank of India. The Company is mainly engaged in the activities of providing short-term loans and advances & investment in shares & securities.
3.2.1.3. The entire paid up capital of MEPL is
held by the Acquirers & their family members/associates, being part of the
promoter group shareholders of CLCL
.
3.2.1.4. The board of directors of MEPL as on May 13,2002 is as under:
|
Name of the Directors
|
Designation |
Residential
Address |
|
Prasan Lohia |
Managing Director |
110, Southern Avenue, Kolkata 700 029 |
|
Manoj Lohia |
Wholetime director |
110, Southern Avenue, Kolkata 700 029 |
|
Ruchira Lohia |
Director |
110, Southern Avenue, Kolkata 700 029 |
|
Rupchand Lohia |
Director |
110, Southern Avenue, Kolkata 700 029 |
|
Pritam Bose |
Director |
154/1, West Kodalia, P.O. New Barakpore, Distt: 24 Paraganas , WB - Pin Code : 743 276 |
3.2.1.5. Sri Rupchand Lohia & Ms. Ruchira Lohia, directors of MEPL are also on the Board of Target Company.
3.2.1.6. MEPL, till date, has complied with the relevant provisions of Chapter II of the Regulations.
3.2.1.7. MEPL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms of directions issued u/s 11B of the SEBI Act or any regulations made under the SEBI Act.
3.2.1.8. The summarized financial statements of MEPL are given hereunder:
Profit & Loss Statement
<div align=right>(Rs. in Lacs)</div>
|
For the Year Ended / Period Ended |
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st December
2001 (Unaudited) |
|
Income from Operations |
37.19 |
254.79 |
119.63 |
78.79 |
|
Other Income |
167.30 |
242.87 |
122.74 |
66.86 |
|
Total Income |
204.49 |
497.67 |
242.37 |
145.65 |
|
Total Expenditure |
128.30 |
325.69 |
159.79 |
52.51 |
|
76.19 |
171.97 |
82.59 |
93.14 | |
|
Depreciation |
12.83 |
13.93 |
15.63 |
13.17 |
|
Interest |
34.84 |
23.56 |
23.16 |
18.23 |
|
Profit before Tax |
28.51 |
134.48 |
43.79 |
61.74 |
|
Provision for Tax |
12.30 |
- |
3.62 |
- |
|
Profit after tax |
16.21 |
134.48 |
40.17 |
61.74 |
Balance Sheet
<div align=right>(Rs. in
Lacs)
|
As on |
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st December
2001 (Unaudited) |
Sources
of funds |
|
|
|
|
|
Paid up share capital |
9.47 |
9.47 |
9.47 |
9.47 |
|
974.32 |
1108.80 |
1148.97 |
1210.71 | |
|
Less: Total Misc. Expenditure not written off (P & L A/c) |
0.37 |
0.29 |
0.20 |
0.20 |
|
Net Worth |
983.42 |
1117.98 |
1158.24 |
1219.98 |
|
Secured loans |
- |
- |
15.45 |
10.89 |
|
Unsecured loans |
205.23 |
63.91 |
162.73 |
225.80 |
Total |
1188.65 |
1181.89 |
1336.42 |
1456.67 |
Uses
of funds |
|
|
|
|
|
Net Fixed Assets |
384.30 |
383.81 |
366.78 |
365.40 |
|
Investments |
463.80 |
403.87 |
403.87 |
403.87 |
|
Net Current Assets |
340.55 |
394.21 |
565.77 |
687.40 |
|
Total |
1188.65 |
1181.89 |
1336.42 |
1456.67 |
Other Financial Data
|
For the Year Ended / Period Ended
|
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st December
2001 (Unaudited) |
|
Dividend (%) |
- |
- |
- |
- |
|
Earning Per Share (Rs.) * |
17.12 |
142.02 |
42.42 |
86.93** |
|
Return on Networth |
1.65% |
12.03% |
3.47% |
6.75** |
|
Book Value Per Share (Rs.) |
1038.54 |
1180.65 |
1223.17 |
1288.37 |
*Profit after tax / number of outstanding equity shares at the close of the year/period.
** EPS and Return on Net Worth have been annualised as appropriate.
Source:
Annual Reports/Certified Financial Statements.
3.2.2. Merino Services Limited (MSL):
3.2.2.1. MSL having its registered office at 5 Alexandra Court, 60/ 1 Chowringhee Road, Kolkata-700 020 was incorporated on 26th March, 1993 under the Companies Act, 1956. The total paid up capital of the company is Rs.15,70,480 /- divided into 1,57,048 equity shares of Rs. 10/- each. MSL has been promoted by the Acquirers & their family members / associates.
3.2.2.2. MSL is mainly engaged in the activities of providing consultancy & advisory services & manpower support for managerial & administrative purposes.
3.2.2.3. The entire paid up capital of MSL is held by the Acquirers & their family members/associates, being part of the promoter group shareholders of CLCL.
3.2.2.4. The board of directors of MSL as on May 13,2002 is as under: -
|
Name of the
directors |
Designation |
Residential
Address |
|
Chandra Nath Mukherjee |
Director |
"Daffodil", 99, lake Gardens , Kolkata 700 045 |
|
Tapan Kumar Biswas |
Director |
20/10B Ashwini Dutta Road Kolkata 700 029 |
|
Ranjit Kumar Chowdhury |
Director |
72/B Gadhi Para Road P.O. Kodalia, Subhas Gram (E), 24 Parganas (S) |
3.2.2.5. None of the Directors of MSL are on the board of Target Company.
3.2.2.6. MSL, till date, has complied with the relevant provisions of Chapter II of the Regulations.
3.2.2.7. MSL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms of directions issued u/s 11B of the SEBI Act or under any regulations made under the SEBI Act.
3.2.2.8. The summarized financial statements of MSL are given hereunder:
Profit & Loss Statement
<div align=right>(Rs. in Lacs)</div>
|
For the Year Ended/ Period Ended
|
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st December
2001 (Unaudited) | |
|
Income from Operations |
137.96 |
154.11 |
201.62 |
129.29 | |
|
Other Income |
0.00 |
13.22 |
0.80 |
5.99 | |
|
Total Income |
137.96 |
167.34 |
202.43 |
135.28 | |
|
Total Expenditure |
128.21 |
145.41 |
181.35 |
112.89 | |
|
9.76 |
21.92 |
21.08 |
22.39 | ||
|
Depreciation |
1.75 |
5.18 |
6.71 |
3.72 | |
|
Interest |
0.42 |
2.15 |
2.50 |
- | |
|
Profit before Tax |
7.59 |
14.58 |
11.87 |
18.67 | |
|
Provision for Tax |
2.66 |
1.20 |
6.00 |
- | |
|
Profit after tax |
4.93 |
13.38 |
5.87 |
18.67 | |
Balance Sheet
<div align=right>(Rs. in
Lacs)
|
As on |
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st December
2001 (Unaudited) |
Sources
of funds |
|
|
|
|
|
Paid up Share Capital |
3.69 |
15.70 |
15.70 |
15.70 |
|
19.53 |
32.91 |
38.20 |
56.87 | |
|
Less: Total Misc. Expenditure not written off (P & L A/c) |
4.75 |
3.56 |
2.37 |
2.37 |
|
Net Worth |
18.48 |
45.06 |
51.53 |
70.20 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured loans |
6.83 |
21.59 |
15.68 |
19.31 |
Total |
25.31 |
66.65 |
67.22 |
89.51 |
Uses
of funds |
|
|
|
|
|
Net Fixed Assets |
9.02 |
21.24 |
15.25 |
18.56 |
|
Investments |
- |
20.74 |
20.80 |
20.80 |
|
Net Current Assets |
16.29 |
24.67 |
31.16 |
50.15 |
|
Total |
25.31 |
66.65 |
67.22 |
89.15 |
Other Financial Data
|
For the Year Ended/ Period Ended |
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st
December 2001 (Unaudited) |
|
Dividend (%) |
- |
- |
- |
- |
|
Earning Per Share (Rs.) * |
13.35 |
8.52 |
3.74 |
15.86** |
|
Return on Networth |
26.70% |
29.71% |
11.39% |
35.46** |
|
Book Value Per Share (Rs.) |
50.00 |
28.69 |
32.81 |
44.71 |
*Profit after tax / number of outstanding equity shares at the close of the year/period.
** EPS and Return on Net Worth have been annualised as appropriate.
Source:
Annual Reports/Certified Financial Statements.
3.2.3. Rupchand Lohia, Sheela Lohia, Tara Devi Lohia, Man Kumar Lohia, Sashi Lohia, Champa Lal Lohia, Manoj Lohia, Vandana Lohia, Meghna Lohia, Sita Devi Lohia, Praveena Lohia, Neera Lohia, Usha Lohia, Nayantara Lohia, Madhusudan Lohia, Deepak Lohia, Nripen Kumar Dugar, Uma Singi, Madan Mohan Singi, Amarnath Roy, Govind Mundra, Man Kumar Lohia, (HUF), Champa Lal Lohia, ( HUF), Rupchand Lohia, (HUF), Prakash Lohia, (HUF) are the persons deemed to be Acting in Concert with the Acquirers. The PACs are family members / associates of the Acquirers except Mr. Nripen Kumar Dugar & Mr. Amarnath Roy, who are the directors of CLCL.
3.2.4. For the purpose of this Offer there are no persons Acting in Concert as per the Provisions of regulations 2(1) (e) (1) of the Regulations. Persons deemed to be Acting in Concert with the Acquirers as mentioned above are also not participating in the Offer.
3.3. Except Sri Man Kumar Lohia, Sri Champalal Lohia, Sri Rupchand Lohia, Sri Nripen Kumar Dugar, Sri Prakash Lohia, Ms. Ruchira Lohia & Sri Amarnath Roy, none of the persons representing or having interest with the Acquirers are on the board of CLCL, in terms of regulation 22(9) of the Regulations.
3.4. Disclosures in terms of
Regulations 16(ix) of the Regulations:
3.4.1. The Offer to the shareholders of CLCL is made in accordance with regulation 11(2) of the Regulations. The Offer by the Acquirers will result, without any change in control or management, in enhancing the promoter group shareholding in CLCL, which may result in delisting of the CLCL.
3.4.2. The Acquirers will support the Board of Directors of the Target company in decisions taken by them regarding its future operations, in accordance with applicable laws and regulations including enhancement of value through restructuring, amalgamations, demergers, transfer of assets to subsidiaries / joint ventures and / or rationalisation of its operations, assets, investments or liabilities. Other than what may be required as a consequence of any of the foregoing and as may be required in the ordinary course of business, as on the date of this PA , the Acquirers do not have any plans to dispose off or otherwise encumber any assets of the CLCL in the two years following the date of the closure of the Offer .
3.5. Options in terms of regulations
21(3)
3.5.1. If pursuant to this Offer and/or acquisition of shares from the open market or otherwise, the public shareholding falls to 10% or below of the paid up equity/voting capital of CLCL, then in terms of regulation 21(3) of the Regulations, the Acquirers will make a Second Offer to acquire the remaining outstanding equity shares (“Second Offer”) held by the public shareholders within three months from the closure of the Offer, at the same Offer Price.
3.5.2. Shareholders who, due to certain reasons, are not in a position to accept the Second Offer (if any) as per regulation 21(3) of the Regulations during that Offer period, shall also be provided an exit facility at the same Offer Price for a period of six months from the Offer opening date of such Second Offer.
3.5.3. On completion of the Second Offer, the Acquirers will request CLCL to approach the Stock Exchanges where the equity shares are listed, for delisting of the same.
4.
BACKGROUND OF THE TARGET COMPANY – CLCL:
4.1.
Brief History and
Main Areas of Operations:
4.1.1. CLCL having its registered office at 5, Alexandra Court, 60/1, Chowringhee Road, Kolkata 700 020 was incorporated on 29th July, 1965 under the Companies Act 1956 as H. N. Lohia (Agencies) Private Limited. The name of the Company was changed to Century Laminating Company Pvt. Ltd. on 22nd October 1984. The Company became a Public Limited Company under Sec 44 of the Companies Act, 1956 & obtained the fresh Certificate of Incorporation on 31st May, 1995.
4.1.2. CLCL is engaged in the business of Decorative Laminates, Furniture Components, Laminated Boards, Formaldehyde & Cold Storage Activities. The Company is manufacturing & selling decorative laminates under the brand name "Merino". The laminates manufactured by the Company in a range of 400 designs, one of the highest in the industry. The CLCL has been awarded the ISO 9001 Quality Excellence Certificate on 27/11/2001 & ISO 14001 International Environment Certificate on 02/08/2000.
4.2. The present issued, subscribed & paid up share capital of CLCL is 10,36,96,000 comprising of 1,03,69,600 fully paid up equity shares of Rs.10/- each. There are no partly paid-up shares. CLCL has also not issued any preference shares. The capital & voting rights structure of CLCL as on the date of this Letter of Offer is as follows :
|
Paid-up Equity
Shares |
No. of Shares /Voting rights
|
% of Shares/Voting
Rights |
|
Fully Paid-up Equity Shares |
1,03,69,600 |
100% |
|
Partly Paid-up Equity Shares |
Nil |
0% |
|
Total paid-up Equity Shares |
1,03,69,600 |
100% |
|
Total Voting Rights |
1,03,69,600 |
100% |
The shares of CLCL are listed on the Stock Exchange, Mumbai, Calcutta Stock Exchange, Delhi Stock Exchange & Madras Stock Exchange.
4.3. As on the date there are no outstanding convertible instruments such as warrants/FCDs/PCDs etc.
4.4. The Board of Directors of CLCL as
on the date of the PA is as follows :-
|
Sl. |
Names of
Directors |
Designation |
Residential
Address |
Date of
appointment |
No. & % of shares of CLCL
held as on date of P.A. (i.e.
13.05.2002) |
|
1. |
Man Kumar Lohia |
Chairman |
110, Southern Avenue Kolkata- 700 029 |
15/01/68 |
4,21,200 (4.06%) |
|
2. |
Champalal Lohia |
Executive Vice –chairman |
110, Southern Avenue Kolkata- 700 029 |
15/01/68 |
3,73,700 (3.60%) |
|
3. |
Prakash Lohia |
Managing Director |
110, Southern Avenue Kolkata- 700 029 |
14/07/76 |
5,14,800 (4.96%) |
|
4. |
Rupchand Lohia |
Director |
110, Southern Avenue Kolkata- 700 029 |
01/01/02 |
2,01,100 (1.94%) |
|
5. |
Nripen Kumar Dugar |
Wholetime Director |
P.O. Kaliaganj, Dist. West Dinajpur, West Bengal |
08/10/86 |
600 (0.006%) |
|
6. |
Ruchira Lohia |
Wholetime Director |
110, Southern Avenue Kolkata- 700 029 |
01/04/00 |
1,18,200 (1.14%) |
|
7. |
Dr Gautam Bhattacharjee |
Director |
14/7 Golf Club Road,Kolkata- 700 033 |
01/08/97 |
Nil |
|
8. |
Amarnath Roy |
Director |
10, Central Road, Jadavpur, Kolkata- 700 032 |
03/05/99 |
3,000 (0.03%) |
|
9. |
Shyamal Banerjee |
Director |
162/35, Lake Gardens , Kolkata - 700 045 |
29/05/01 |
Nil |
|
10. |
Dr. Hara Prasad Mitra |
Director |
D-1/3 Iswar Chandra Niwas, 68/1 Bagmari Road , Kolkata- 700 054 |
01/01/02 |
Nil |
Out of the above, as on the date of this letter of Offer Sri Rupchand Lohia & Ms. Ruchira Lohia are the directors of some PACs as mentioned elsewhere in this document. The provision of Regulation 22(9) of the Regulations have been complied with & will continue to be complied with until all the formalities relating to the Offer are completed.
4.5. There has been no merger /
demerger or spin off involving CLCL during the last 3 years.
4.6. Financial Information
The financial information of CLCL for the last 3 years, and nine months period ending December 31, 2001 are as follows:
Profit & Loss Statement
<div align=right>(Rs. in lacs)</div>
|
For the Year Ended /Period
Ended |
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st December
2001 (Unaudited) |
|
Income from Operations |
6337.01 |
6816.66 |
8575.52 |
7225.46 |
|
Other Income |
91.68 |
137.40 |
276.37 |
91.94 |
|
Total Income |
6428.69 |
6954.06 |
8851.89 |
7317.40 |
|
Total Expenditure |
5574.11 |
5788.33 |
7365.06 |
6410.24 |
|
854.58 |
1165.73 |
1486.83 |
907.16 | |
|
Depreciation |
101.61 |
113.93 |
145.28 |
123.88 |
|
Interest |
211.50 |
286.28 |
244.07 |
172.90 |
|
Profit before Tax |
541.47 |
765.52 |
1097.48 |
610.38 |
|
Provision for Tax |
272.93 |
200.00 |
350.00 |
174.00 |
|
Profit after tax |
268.54 |
565.52 |
747.48 |
436.38 |
Balance Sheet
<div align=right>(Rs. in
lacs)
|
As on |
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st December
2001 (Unaudited) |
Sources
of funds |
|
|
|
|
|
Paid up share capital |
988.73 |
1027.44 |
1046.38 |
1046.49 |
|
Reserves & Surplus (excluding revaluation reserves) |
678.17 |
906.74 |
1463.23 |
1900.11 |
|
38.14 |
31.79 |
37.73 |
30.65 | |
|
Net Worth |
1628.76 |
1902.39 |
2471.88 |
2915.95 |
|
Secured loans |
1898.67 |
1438.60 |
1486.30 |
1905.17 |
|
Unsecured loans |
61.85 |
182.11 |
452.36 |
399.17 |
Total |
3589.28 |
3523.10 |
4410.54 |
5220.29 |
Uses
of funds |
|
|
|
|
|
Net Fixed Assets |
1177.40 |
1347.57 |
1537.20 |
2389.13 |
|
Investments |
161.04 |
161.04 |
156.04 |
156.04 |
|
Net Current Assets |
2250.84 |
2014.49 |
2717.30 |
2675.12 |
|
Total |
3589.28 |
3523.10 |
4410.54 |
5220.29 |
Other Financial Data
|
For the Year Ended/ Period Ended
|
31st March
1999 (Audited) |
31st March
2000 (Audited) |
31st March
2001 (Audited) |
31st December
2001 (Unaudited) |
|
Dividend |
20% |
40% |
15% |
- |
|
Earning Per Share (Rs.) * |
2.64 |
5.45 |
7.08 |
5.51** |
|
Return on Networth |
16.49% |
29.73% |
30.24% |
19.95%** |
|
Book Value Per Share (Rs.) |
16.29 |
18.43 |
23.49 |
27.70 |
*Profit after tax / number of outstanding equity shares at the close of the year/period.
** EPS and Return on Net Worth have been annualised as appropriate.
Source:
Annual Reports/Certified Financial Statements.
4.7. Pre and Post-Offer Shareholding Pattern of
CLCL (based on Subscribed & paid up Equity and Voting Capital) is as under:
-
|
Shareholders’
Category |
Share holding & voting
rights Prior to the Agreement/acquisition
and Offer (A) |
Shares / voting rights agreed to be acquired which
triggered off the Regulation (B) |
Shares / voting rights to be acquired
In open Offer (assuming full acceptances) (C) |
Share holding/ voting rights After
Acquisition and Offer (A+B+C) (D) | ||||
|
|
No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
1. Promoter Group |
|
|
|
|
|
|
|
|
|
a) Persons deemed to be acting in Concert b) Acquirers : Prasan Lohia Prakash Lohia Bikash Lohia Ruchira Lohia |
7606100 3,50,000 5,14,800 5,60,000 1,18,200 |
73.35 3.38 4.96 5.40 1.14 |
- |
- |
- 3,00,000 3,00000 3,00,000 3,20,500 |
- 2.89 2.89 2.90 3.09 |
7606100 6,50,000 8,14,800 8,60,000 4,38,700 |
73.35 6.27 7.85 8.30 4.23 |
|
TOTAL 1 (a + b) |
91,49,100 |
88.23 |
- |
- |
1220500 |
11.77 |
10369600 |
100 |
|
Parties to the agreement (Other than 1(a) & 1(b)) |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
|
3.FIs/NRIs/MFs/FIIs /Banks |
- |
- |
- |
- |
- |
- |
- |
- |
|
4. Public Share Holding (other than 1 to 3 above ) |
12,20,500 |
11.77 |
- |
- |
(1220500) |
(11.77) |
- |
- |
|
5. TOTAL (1+2+3+4+5) |
1,03,69,600 |
100.00 |
- |
- |
- |
- |
10369600 |
100 |
4.8. There was no trading of the shares
of CLCL as on13th May, 2002 i.e. the date of Public Announcement at CSE, BSE,
DSE & MSE.
4.9. As per the available information, we confirm that the Company has duly complied with the listing requirements except a show cause notice received by the Company from Mumbai Stock Exchange in respect of non-compliance with Clause 16 of the Listing Agreement for fixing of Book Closure / Record Date for the purpose of Dividend/ Interim Dividend. However, no penal action has been taken against the Company by any Stock Exchange till date. The Company had also addressed all investors complaints as and when received and there are no pending complaints as on this date.
4.10. As per the available information, we confirm that the applicable provisions of chapter II of the Regulations have been complied with by CLCL & its promoters and other major shareholders except the following delays as mentioned below in compliance of the provision of chapter II by the target Company: -
|
Sl. No. |
Regulation/ Sub-
Regulation |
Due date for
compliance |
Actual date of
compliance |
Delay, if any, (in no. of days) Col.4
- Col.3 |
|
1 |
2 |
3 |
4 |
5 |
|
1. |
6(2) |
20/05/1997 |
13/06/1997 |
23 |
|
2. |
6(4) |
20/05/1997 |
13/06/1997 |
23 |
|
3. |
8(3) |
30/04/2001 |
11/06/2001 |
42 |
|
4. |
8(3) |
30/08/2001 |
21/05/2002 |
264 |
5. OFFER PRICE & FINANCIAL
ARRANGEMENTS
5.1. Justification of Offer
Price:
5.1.1. The Equity Shares of CLCL are listed on the Calcutta Stock Exchange, The Stock Exchange, Mumbai, the Delhi Stock Exchange & Madras Stock Exchange.
5.1.2. The Annualised trading turnover during the preceding six calendar months ended April, 2002, in each of the Stock Exchanges is as follows as per information available:
|
Name of Stock
Exchange |
Total no of shares traded during the
6 calendar months prior to the month in which PA was
made. |
Total No. of listed
Shares |
Annualised Trading
Turnover (in terms of % to total listed
shares) |
|
Calcutta Stock Exchange |
- |
- |
- |
|
The Stock Exchange, Mumbai |
5189 |
1,03,66,200 |
0.05% |
|
Madras Stock Exchange |
- |
- |
- |
|
Delhi Stock Exchange |
- |
- |
- |
Note: CLCL has 3,400 unlisted equity shares for which listing application is pending with the Stock Exchanges.
Source: As per information from CSE, BSE, DSE & MSE.
5.1.3. As the annualised Trading Turnover (by number of shares) is less than 2% of the total number of listed shares at CSE, BSE, DSE & MSE, the equity shares of CLCL are deemed to be infrequently traded on these Stock Exchanges in terms of the Regulations.
5.1.4.
In terms of regulation 20(3) of the Regulations, the Offer price of
Rs. 20/- is justified as follows :
(i)
|
·
Negotiated
price |
Not
applicable | |
|
·
Highest
Price paid by the Acquirers/PACs for any Acquisitions , including by way
of allotment in a Public or right issue , if any , during the 26 weeks
period prior to the date of PA |
NIL | |
|
·
The
price paid by the Acquirers/PACs under a preferential allotment made to
them at any time during the 12 months period upto the date of closure of
the Offer . |
NIL | |
·
Other
Parameters: |
Period
ended | |
|
|
Dec
31, 2001(Provisional ) |
March
31, 2001(Audited) |
|
(a)
Return
on Networth |
19.95%
* |
30.24% |
|
(b)
Book
value per share (Rs.) |
27.70 |
23.49 |
|
(c)
Earning
per share (Rs.) |
5.51* |
7.08 |
|
(d)
Industry
P/E ratio |
2.7 | |
* Annualized
The P/E
multiple of the CLCL considering the Offer Price of Rs. 20/- per share works out
to 2.82 based on the earnings for the period ended March 31, 2001 and 3.63 on
the 9 months provisional earnings (annualized) for the year ended March 31, 2002
whereas the Industry (i.e. Laminates) P/E Multiple is 2.7 (Source : Dalal Street
Investment journal Vol. XVI No. 24 dt. Dec 2, 2001 ) .
(ii) The last
traded price for the fully paid equity shares of CLCL preceding the date of
Public Announcement was Rs.15/- per share on BSE on 26th April, 2002.
(iii) The Offer
Price of Rs. 20/- per equity share of CLCL is therefore
justified.
5.1.5. The Acquirers would be responsible for ensuring compliance with the Regulations for the consequences arising out of the acquisition of shares, if any, made after the date of Public Announcement (i.e.13.05.2002) in terms of Regulation 20(4) of the Regulations. However, no such acquisition shall be made by the Acquirers during the last seven working days prior to the closure of the Offer i.e.21/07/2002 to30/07/2002.
5.1.6. It is ensured that the Offer Price shall not be less than the highest price paid by the Acquirers for any Acquisition of shares of CLCL from the date of Public Announcement upto 7 working days prior to the closure of the Offer viz. July 21, 2002.
5.2.
Financial
arrangements:
5.2.1. The total Fund requirement for the Offer is Rs.2,44,10,000 (Two Crores Forty Four Lacs and Ten Thousand ) assuming that the entire Offer is accepted.
5.2.2. In accordance with Regulation 28 of the Regulations, the Acquirers have created an Escrow Arrangement with Tamilnad Mercantile Bank, N. S. Road Branch, Kolkata 700 001, in the form of a cash deposit of Rs.65,00,000/- being more than 25% of the total consideration payable to shareholders under the Offer. The Manager to the Offer, Ashika Credit Capital Limited has been duly authorised by the Acquirers to operate & realize the value of Escrow Arrangement in terms of the Regulations.
5.2.3. The Acquirers have adequate financial resources and have made firm financial arrangement for the implementation of the Offer in full out of their own sources / Networth and no borrowings from Banks/FIs or Foreign Sources is envisaged.
5.2.4. G.Mondal & Associates, Chartered Accountants vide its letter dated May 02,2002 has certified that sufficient resources are available with the Acquirers for fulfilling the obligations under this “Offer” in full.
5.2.5. The Manager to the Offer, ACCL confirms that the firm arrangements for the funds and money for payment through verifiable means are in place to fulfill the Offer obligations.
6.
TERMS AND CONDITIONS OF THE OFFER:
6.1. The LOO together with the Form of Acceptance will be mailed to the shareholders of CLCL (except the Acquirers and PACs) whose names appear on the register of the members of CLCL & the beneficial owners of the shares of CLCL, whose names appear on the beneficial records of the respective depositories, at the close of the business hours on May 13, 2002.
6.2. All the owners of the shares, registered or unregistered ( except the Acquirers & PACs)are eligible to participate in the Offer as per the procedure set out in Para 7 below. Eligible persons can participate in the Offer by offering their shareholding in whole or in part. No indemnity is required from the unregistered owners.
6.3. Accidental omission to despatch this LOO or the non-receipt or delayed receipt of this LOO will not invalidate the Offer in anyway.
6.4. Subject to the conditions governing this Offer, as mentioned in the Letter of Offer, 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.
6.5. The Offer is made to all the public shareholders (except the Acquirers & PACs ) whose names appeared in the register of shareholders on 13.05.2002 and also to those beneficial owners (“Demat holders”) of the equity shares of CLCL, whose names appear as beneficiaries on the records of the respective depository participants (“DP”) at the close of the business hours on 13th May, 2002 and also to those persons who own shares any time prior to the closure of the Offer, but are not registered shareholders(s).
6.6. The Offer is subject to receiving the necessary approval(s), if any, from Reserve Bank of India, under the Foreign Exchange Management Act, 1999 and subsequent Amendments thereto, for acquiring shares tendered by non-resident shareholders.
6.7. As on the date of this PA, to the best of the knowledge of the Acquirers, there are no other statutory approvals required to acquire equity shares that are tendered pursuant to this Offer. However the Offer would be subject to all statutory approvals that may be applicable at a later date.
6.8. The Acquirers shall complete all procedures relating to the Offer including payment of consideration to the shareholders by August 28, 2002. In case of delay due to non-receipt of the statutory approvals within time, SEBI has a power to grant extension of time to the Acquirers for payment of consideration to shareholders subject to the Acquirers agreeing to pay interest to the shareholders for delay in payment of consideration beyond August 28, 2002.
6.9. The Acquirers do not require any approval from its bankers / lending Institutions for the aforesaid Offer.
6.10 Shareholders who have accepted the
shares by tendering the requisite documents, in terms of the public
announcement/ Letter of Offer, cannot withdraw the same.
6.11. The instructions and provisions contained in Form of Acceptance constitute an integral part of the terms of this Offer.
7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
OF THE OFFER:
7.1. The Shareholder(s) of CLCL who qualify and who wish to avail of this Offer will have to send their shares to the Registrar to the Offer as mentioned in the Form of Acceptance at the following address: -
AXC Computers Pvt. Ltd.
(Formerly ABC Computers Pvt. Ltd.
Contact Person: Mr. D.
Ganguly
|
National council of Education Building |
|
Jadavpur University Campus |
|
Jadavpur , Kolkata - 700 032 |
|
Tel: (033) 414 6363/ 6292 |
|
Fax: (033) 413 7900 |
|
Email: abccomp.cal@vsnl.com |
Acceptances may be sent by Registered Post or by hand so as to reach the Registrar to the Offer on or before July 30, 2002. Shareholders may send their acceptances by hand accordingly:
|
Working Days |
Timings |
Mode of
Delivery |
|
Monday – Friday |
10.00 a.m. upto 5.00 p.m. |
Hand Delivery |
|
Saturday |
10.00 a.m. upto 3.00 p.m. |
Hand Delivery |
Delivery made by Registered Post would be received on all working days except Sunday & Public Holidays.
7.2 Shareholders who wish to tender their shares under this Offer should enclose the following documents duly completed. Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the shares in respect of which the application is being sent.
7.2.1. For equity
shares held in physical form:
(i)
Registered shareholders should
enclose:
· Form of Acceptance cum Acknowledgement duly completed & signed in accordance with the instructions contained therein, by all shareholders whose names appear in the share certificate(s).
·
Original share
Certificates
· 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 CLCL and duly witnessed at the appropriate place. A blank share transfer form is enclosed along with this LOO.
(ii)
Unregistered owners should
enclose:
· Form of Acceptance cum Acknowledgement duly completed & 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. The details of the buyer should be left blank failing which, the same will be invalid under the Offer. Unregistered shareholders should not sign the transfer deed. All other requirements for valid transfer will be preconditioned for acceptance. No indemnity is required from unregistered shareholders.
7.2.2 For equity shares held in Demat
Form:
Beneficial owners should enclose:
· Form of Acceptance cum Acknowledgement duly completed & signed in accordance with the instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records of the respective depositories.
· Photocopy of the delivery instruction in “ Off-market” mode or counterfoil of the delivery instruction in “Off- market” mode, duly acknowledged by DP in favour of the special depository account (please see below) before the close of the business hours on July 30, 2002.
7.3. The Registrar to the Offer, ABC Computers Private Limited have opened a special depository account with Ortem Securities Limited. The details of the special depository account are as under:
|
DP Name |
Ortem Securities Limited |
|
DP ID |
IN300693 |
|
Client ID |
10094385. |
|
Account name |
ABC Computers Pvt. Ltd.- CLCL Open Offer Escrow A/c |
|
Depository |
NSDL |
7.4 For each delivery instruction, the
beneficial owner should submit a separate Form of acceptance. In the case of Demat shares, the
shareholders are advised to ensure that their shares are credited in favour of
special depository account, before the closure of the Offer. The Form of
acceptance of such Demat shares not credited in favour of the special depository
Account, before the closure of the Offer are liable to be
rejected.
7.5 The share Certificate(s), share
transfer form, Form of Acceptance and other documents, if any should be sent
only to the Registrar to the Offer, as mentioned above. They should not be sent to the Manager to
the Offer or the Acquirers or the Target Company.
7.6 In case of non-receipt of the Letter of Offer, the eligible persons may obtain a copy of the same from Registrar to the Offer or Manager to the Offer on providing suitable documentary evidence of acquisition of shares of CLCL. The Public Announcement, LOO and Form of Acceptance Cum Acknowledgement will be available on SEBI website at www.sebi.gov.in , from the Offer opening date. The eligible persons can download these documents from the SEBI’s website & apply using the same. Alternatively, they may send their consent to participate in the Offer, to the Registrar to the Offer, on a plain paper stating the name & address of the first holder, name(s) & address(s) of joint holders, if any, regd. folio no, share certificate no., distinctive nos., no. of the shares held, no. of the shares Offered along with documents as mentioned above so as to reach the Registrar to the Offer on or before closure to the Offer i.e. July 30, 2002 . Unregistered owners should not sign the transfer deeds & the transfer deed should be valid. In case of beneficial owners, they may send their applications in writing to the Registrar to the Offer, on a plain paper stating their name, address, no of shares held , no. of shares Offered, DP name, DP ID No., beneficiary account number, and a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instructions in “Off- market “ mode, duly acknowledged by DP in favour of special depository account, so as to reach the Registrar to the Offer , on or before the closure of the Offer.
7.7. Non resident shareholders should also enclose copy of permission received from RBI for the shares held by them in CLCL and ‘no-objection’ certificate / tax clearance certificate from the Income Tax authorities under Income Tax Act, 1961 , indicating the amount of tax to be deducted by the Acquirers before remitting the consideration. In case the aforesaid ‘ no-objection’ certificate is not submitted, the Acquirers will arrange to deduct tax at the maximum marginal rate as may be applicable to the shareholder, on the entire consideration amount payable.
7.8.The Acquirers undertake to pay interest pursuant to regulation 22(12) to the shareholders for the delay, if any, in the payment of the consideration.
7.9 Payment of consideration will be made by crossed account payee cheques /demand drafts / pay orders and will be sent by registered post, to those shareholders / unregistered owners & at their sole risk, whose shares/ share certificates & other documents are found in order & accepted by CLCL in part or in full except consideration payable upto Rs.1500/- will be despatched under certificate of posting. In case of joint holders, cheques / demand drafts/ pay orders, in the name of first holder, it is advised that shareholders provide bank details in the Form of Acceptance cum Acknowledgement, so that same can be incorporated in the cheques / demand drafts / pay orders.
7.10. Unaccepted share certificates, transfer forms & other documents, if any, will be returned by registered post at the shareholders/ unregistered owners sole risk to the sole / first shareholder. Shares held in Demat Form to the extent not accepted will be credited back to the beneficial owners’ depository account with the respective DP as per the details furnished by the beneficial owners.
7.11. The Registrar to the Offer will hold in trust the shares/ share certificates, shares lying in the credit of the special depository account, Form of Acceptance cum Acknowledgement and the transfer Form( s), if any, on behalf of the shareholders of CLCL who have accepted the Offer, till the Cheques/ demand draft / pay orders for the consideration and / or the unaccepted shares/ share certificates are despatched or credited back to the beneficial owners DP account.
7.12. In case any person has lodged shares of CLCL for transfer & such transfer has not yet been effected , the concerned person may apply as per the instructions in Para 7.4 above together with the acknowledgement of lodgment shares for transfer. Such persons should also instruct CLCL to send the transferred share certificate(s) directly to the Registrar to the Offer. The applicant should ensure that the certificate(s) reached the Registrar to the Offer on or before the Offer closing date.
7.13. In case any person has tendered his physical shares in CLCL for Dematerialisation & such dematerialisation has not yet been effected, the concerned shareholder may apply in the Offer as per instructions mentioned above together with a photocopy of the completed dematerialisation request form acknowledged by shareholders DP. Such shareholders should ensure the credit of the shares to the special depository account on or before the 2333333333333Offer closing date together with a copy of delivery instructions acknowledged by the DP in favour of Special depository account
7.14. In case the shareholder has already sold his Shares, he may kindly forward this Offer document to the transferee or to the broker through whom the shares were sold.
8. DOCUMENTS FOR
INSPECTION:
Copies of the following documents will be available for inspection at the Registered office of the Manager to the Offer, M/s Ashika credit capital Limited at 7, B. B. Ganguly Street, 4th Floor, Calcutta – 700 012 on any working day between 10.00a.m to 2.00p.m during the period the Offer is open i.e., from 01.07.2002 to 31.07.2002.
i) Memorandum & Articles of Association of CLCL along with Certificate of Incorporation.
ii) Letter dated 17/04/2002 from M/s G. Mondal & Associates Chartered Accountants certifying the Networth of Sri Prasan Lohia, Sri Prakash Lohia, Sri Bikash Lohia & Ms. Ruchira Lohia
iii) Letter dated. 02/05/2002 from M/s G. Mondal & Associates Chartered Accountants certifying the adequacy of financial resources with Acquirers to fulfill the open Offer obligations.
iv) Audited Annual Reports for the Financial year ended 31 march 1999, March 31, 2000, & March 31, 2001 & certified financial statements for the nine months period ended 31st December , 2001 of Merino Exports Pvt. Ltd. & Merino Services Ltd.
v) Audited Annual Reports for the Financial year ended 31 march 1999, March 31, 2000, & March 31, 2001 & certified financial statements or the nine months period ended 31st December, 2001 of Century Laminating Company Limited.
vi) Letter of Tamilnad Mercantile Bank, 58D, N. S. Road Branch, Kolkata-700 001, dated 07/05/2002 confirming the amount kept in the Escrow Account and creation of Lien on the said Escrow account in favour of Ashika Credit Capital Limited the Manager to the Offer to operate it.
vii) A copy of the confirmation received from depository Participant - Ortem Securities Limited confirming opening of a special depository account for the purpose of the Offer.
viii) A copy of the Public Announcement for the Offer dated May 13, 2002 & the corrigendum to Public announcement dated May 14, 2002.
ix) Copy of the Memorandum of Understanding between the Acquirers & the Manager to the Offer, dated 08/05/2002.
x) Copy of SEBI letter no. TO/AS/10498/02 dated June 12, 2002 issued in terms of proviso to the Regulation 18(2) of the Regulation.
8. DECLARATION BY THE
ACQUIRERS (including PACs):
Sri Prasan Lohia, Sri Prakash Lohia, Sri Bikash Lohia & Ms. Ruchira Lohia ("Acquirers") & Merino Exports Pvt. Ltd., Merino Services Ltd. ("PACs") represented by their Board of Directors accept full responsibility jointly and severally for the information contained in this Letter of Offer and are responsible for ensuring compliance with the Regulations. The information relating to CLCL has been obtained from publicly available information & from the company
The Manager to the Offer hereby states that the person signing this Letter of Offer is one of the Acquirers and he is duly and legally authorised by other Acquirers/PACs to sign on their behalf.
Sd/-
(Prasan Lohia)
Place:
Kolkata
Date:
20/06/2002
Attached: Form of Acceptance cum
Acknowledgement
FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT
To, Date: -------------------
AXC Computers Pvt.
Ltd.
(Formerly ABC
Computers Pvt. Ltd.)
National Council of Education Building
Jadavpur University Campus
Jadavpur , Kolkata - 700 032
Dear Sir,
Sub: Open Offer for purchase of
12,20,500 equity shares of Century Laminating Company Limited representing
11.77% of its total issued voting capital at an Offer Price of Rs. 20/- per
fully paid up equity share by Sri Prasan Lohia, Sri Prakash Lohia, Sri Bikash
Lohia & Ms. Ruchira Lohia . I/We refer to the Letter of Offer dated
20/06/2002 for acquiring the equity shares held by me/us in Century Laminating
Company Limited.
I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.
SHARES 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.
|
Sr. No. |
Ledger Folio No. |
Certificate No(s). |
Distinctive No(s). |
No. of shares |
|
|
|
|
|
|
|
Total number of equity shares |
| |||
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(s) gives the purchase consideration as mentioned in the Letter
of Offer.
I/We also note and understand that the Acquirer(s) will pay the purchase consideration only after verification of the documents and signatures.
SHARES IN DEMATERIALISED
FORM
I / We, holding Shares in the dematerialised form, accept the Offer and enclose the photocopy of the Delivery Instruction in “Off-market” mode, duly acknowledged by the Depository Participant (“DP”) in respect of my Shares as detailed below:
|
DP Name |
DP ID |
Client
ID |
No. of Shares |
ISIN No. |
|
|
|
|
|
INE662B01017 |
|
Total number of shares |
|
| ||
I/We have done an off market transaction for crediting the Shares to the special account opened for the purposes of the Offer, for which necessary instructions have been given to my DP.
I/We note and understand that the Shares would reside in the depository account opened for the purpose of this Offer until the time the Acquirer accepts the Shares and makes the payment of purchase consideration as mentioned in the Letter of Offer.
I/We confirm that the equity shares of Century Laminating Company Limited, which are being tendered herewith by me/us under this Offer, are free from liens, charges and encumbrances of any kind whatsoever.
I/We authorise the Acquirers to accept the shares so offered which they may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/We further authorise the Acquirers to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted.
I/We authorise the Acquirers and the Registrar to the Offer and the Manager to the Offer to send by Registered Post/UPC as may be applicable at my/our risk, the draft/cheque/warrant, in full and final settlement of the amount due to me/us and/or other documents or papers or correspondence to the sole/first holder at the address mentioned below.
I / We authorize the Acquirers to accept the Shares so offered or such lesser number of Shares that they may decide to accept in terms of the Letter of Offer and I/We authorize the Acquirers to split / consolidate the share certificates comprising the Shares that are not acquired to be returned to me/us and for the aforesaid purposes the Acquirers are hereby authorized to do all such things and execute such documents as may be found necessary and expedient for the purpose.
Yours faithfully,
Signed and Delivered
|
Full Names (s) of the holders |
PAN / GIR NO. |
Signature | |
|
First/Sole Holder |
|
|
|
|
Joint Holder 1 |
|
|
|
|
Joint Holder 2 |
|
|
|
|
Joint Holder 3 |
|
|
|
Note: In case of joint holdings all must sign. Enclose duly attested power of attorney if any person apart from the shareholder has signed acceptance form or transfer deed(s). A corporation must affix its common seal and enclose necessary certified corporate authorizations. Non-resident shareholders with repatriable benefits must enclose appropriate documentation.
Place:
Date:
Bank Details
So as to avoid fraudulent encashment in transit, the shareholder(s) may, at their option, provide details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly.
Savings/Current/(Others; please specify) : ______________________________________
Name of the Bank Branch : __________________________________________________
Account Number :_________________________________________________________
-----------------------------------------Tear along this line
---------------------------------------------------
Acknowledgement
slip
Ledger Folio
No. __________________________DP ID _______________ Client
ID___________________________Received from ______________________________
___________an application for sale of __________Equity Share(s) of Century
Laminating Company Limited together with ________share certificate(s) bearing
Certificate Numbers _________________________ and _______transfer deed(s)/
photocopy of “Off-market” delivery instruction duly acknowledged by the
DP.
Note : All future correspondence, if any, should be addressed to the Registrar to the Offer at the address mentioned above.