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LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is sent to you as a shareholder(s) of DLF Universal Limited. If you require any clarifications about the action to be taken, you should consult your stock broker or investment consultant or Merchant Banker or Registrar to the Offer. In case you have recently sold your shares in the Company, please hand over this Letter Of Offer and the accompanying Form of Acceptance cum Acknowledgement and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.
Schedule of the major activities of the open offer are as under:
* As informed in the Public Announcement in all editions of The Financial Express and Jansatta dated 10.04.2002. This Schedule has been revised and a Corrigendum dated 13.06.2002 to this effect has appeared on 14.06.2002 in all the editions of said newspapers. The Revised Schedule is given in the next column. The shareholders are advised to adhere to the Revised Schedule only.
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 DRAFT 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 DLF UNIVERSAL LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS, PACs OR DLF UNIVERSAL LIMITED, WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER - DOOGAR & ASSOCIATES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 19.04.2002, TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE 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 OFFER.
2.1 Background of the Offer 2.1.1 The Acquirers are making an Offer to acquire 3,16,237 equity shares of Rs. 10/- each fully paid up representing 9.01% of the paid up/voting equity share capital, being the balance outstanding equity share capital of DLF at a price of Rs. 320/- (Rupees Three Hundred and Twenty only) (Rs. 182/- arrived at as per the Regulations and Rs. 138/- as interest) per fully paid up equity share payable in cash. 2.1.2 As on the date of coming into force of the Regulations, the Acquirers and PACs had held 31,37,776 shares, constituting 89.45 % of the paid up share/voting capital of DLF. Thereafter, some of the Acquirers/PACs had acquired 53,994 shares (representing 1.54 % of the paid up share/voting capital) of DLF from the period 20.2.1997 till 24.1.2002 and with the result the present shareholding of the Acquirers is 90.99% of the paid-up share/voting capital which is beyond the permissible limit. The Acquirers/PACs approached SEBI that they have inadvertently made these purchases which were beyond the limits of Regulation 11(2) of the Regulations and have paid Rs. 5 lacs in terms of Section 15H of the Securities and Exchange Board of India Act, 1992 and has agreed to make an open offer to the shareholders of DLF in terms of the provisions of the Regulations. Thus, as per directions issued by SEBI vide their letter dated 12.2.2002, the Acquirers are making this offer to acquire the remaining shareholding of 9.01% from the public shareholders of DLF. Excerpts relating to stipulations laid down by SEBI in their aforementioned letter are given hereunder:
iii. The Acquirer shall make the public announcement for the said open offer within a period of 2 months from the date of the letter from SEBI (which was 12.02.2002) i.e. April 11,2002. 2.1.3.No change in control/management of DLF is contemplated as the Acquirers/persons in control of Acquirer companies/PACs already have control/management of DLF. 2.1.4.The Acquirers / PACs (the Directors where they are companies) and the target company have not been prohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of the Securities and Exchange Board of India Act, 1992 or under any other regulations made under the Securities and Exchange Board of India Act, 1992. 2.1.5.As of now no change in the Directors representing Acquirers is proposed in the Board of Directors of DLF, after the offer. 2.1.6.The voting rights of the Acquirers as a result of this offer can go upto 100% if the offer is accepted in full. 2.1.7.The paid up share capital and the voting rights of shareholders in DLF are one and the same. 2.2.Details of the proposed offer 2.2.1.The Public Announcement was made in the following newspapers, on 10th April,2002 in accordance with Regulation 15 of the Regulations:
The Corrigendum dated 13.06.2002 to the Public Announcement was also made on 14.06.2002 in all the editions of the above stated newspapers. The Public Announcement and the Corrigendum thereof are also available on the SEBI�s website at www.sebi.gov.in. 2.2.2.The Offer to the shareholders of DLF is made to acquire 3,16,237 shares of Rs. 10/- each fully paid up representing 9.01% of the paid up / voting share capital of the DLF, being the balance outstanding shares with the public, at a price of Rs. 320/-(Rupees Three Hundred and Twenty Only) (Rs. 182/- arrived at as per the Regulations and Rs. 138/- as interest) payable in cash. 2.2.3 There are no partly paid up shares in DLF. 2.2.4.The Offer is not subject to any minimum level of acceptances from the shareholders. 2.2.5.The Acquirers and the PACs have not acquired any share of DLF after the date of Public Announcement and upto the date of this Letter of Offer. 2.3.Object of the acquisition/offer 2.3.1.The offer is being made as per the directions of SEBI as stated in para 2.1.2 3. BACKGROUND OF THE ACQUIRERS/PACs 3.1 The details of the Acquirers are furnished as under: i. Shri Rajiv Singh, r/o 16-A, Aurangzeb Road, New Delhi � 110 011is a Business Executive having an experience of 19 years with a Net Worth of Rs.1,53,64,147/- (Rupees One Crore Fifty Three Lacs Sixty Four Thousand One Hundred and Forty Seven Only) as on 02.04.2002 duly certified by Shri Ajay Gupta (Membership No.89279) of Ajay Om & Associates (Chartered Accountants), BM � 23, (Poorvi), Shalimar Bagh, Delhi. Shri Rajiv Singh is a director on the Board of various companies. Among them, he is a full time Director on the Board of DLF which is a listed company. ii. DLF Investments Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001, is a private limited company incorporated under The Companies Act, 1956 on 23.03.1971 and is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh & Miss Pia Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the Company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Miss Pia Singh 14, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. iii. Vishal Foods and Investments Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001, is a private limited company incorporated under The Companies Act, 1956 on 15.12.1973 and is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Smt. Renuka Talwar. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the Company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Smt. Renuka Talwar 14 -A,Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. iv. Raisina Agencies & Investments Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001, is a private limited company incorporated under The Companies Act, 1956 on 24.11.1973 and is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Miss Pia Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the Company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Miss Pia Singh 14, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. v. Renkon Agencies Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001, is a private limited company incorporated under The Companies Act, 1956 on 28.11.1984 and is presently controlled by Smt. Indira K.P.Singh, Shri Rajiv Singh & Smt. Renuka Talwar. The income of the company is mainly derived from interest on inter corporate deposits. The names and addresses of its Board of Directors are as under: Name Residential Address Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Smt. Renuka Talwar 14-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
# Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. vi. Realest Builders and Services Ltd. having its Regd. Office at DLF Centre, Sansad Marg, New Delhi-110 001 was incorporated as a private limited company on 06.04.1981 and subsequently became a deemed public company under Section 43A of the Companies Act, 1956 w.e.f 21.08.1984 by the name of DLF Builders and Developers Ltd. The name of the company was changed to Realest Builders and Services Limited on 20.08.1997.The company became a public limited company under Section 21 of the Companies Act, 1956 on 06.10.1999.The company is presently controlled by Shri Rajiv Singh, Smt. Kavita Singh, Miss Pia Singh, Vishal Foods and Investments Pvt. Ltd., DLF Investments Pvt. Ltd., and Raisina Agencies & Investments Pvt. Ltd. The company is engaged in real estate activities and the main source of income is from sale and purchase of properties and interest from inter corporate deposits. The company is not listed at any Stock Exchange. The names and addresses of its Board of Directors are as under: Name Residential Address Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Smt. Kavita Singh 16-A, Aurangzeb Road, New Delhi-110 011 Miss Pia Singh 14, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
# Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. 3.2 The details of the PACs are furnished as under: i. Shri K.P.Singh r/o 14, Aurangzeb Road, New Delhi � 110 011 is an Industrialist and Businessman having an experience of 40 years with a Net Worth of Rs.7,47,78,897/- (Rupees Seven Crores Forty Seven Lacs Seventy Eight Thousand Eight Hundred and Ninety Seven Only) as on 18.03.2002 duly certified by Shri Ajay Gupta (Membership No.89279) of Ajay Om & Associates (Chartered Accountants), BM � 23, (Poorvi), Shalimar Bagh, Delhi. Shri K.P. Singh is a director on the Board of various companies. Among them, he is a full time Director on the Board of DLF which is a listed company. ii. Smt. Indira K.P.Singh r/o14, Aurangzeb Road, New Delhi � 110 011 is a housewife with a Net Worth of Rs.2,70,52,347/-(Rupees Two Crores Seventy Lacs Fifty Two Thousand Three Hundred and Forty Seven Only) as on 18.03.2002 duly certified by Shri Ajay Gupta (Membership No.89279) of Ajay Om & Associates (Chartered Accountants), BM � 23, (Poorvi), Shalimar Bagh, Delhi. Smt. Indira K.P.Singh is neither a full time director on the Board of any company nor is she holding directorship in any listed company.
iv. Miss Pia Singh r/o14, Aurangzeb Road, New Delhi � 110 011 is a Business Executive having an experience of 5 years with a Net Worth of Rs.2,09,15,280/- (Rupees Two Crores Nine Lacs Fifteen Thousand Two Hundred and Eighty Only) as on 18.03.2002 duly certified by Shri Ajay Gupta (Membership No.89279) of Ajay Om & Associates (Chartered Accountants), BM � 23, (Poorvi), Shalimar Bagh, Delhi. Miss Pia Singh is a full time director on the Board of Digital Talkies Pvt. Ltd. However, she is not holding directorship in any listed company. v. Smt. Kavita Singh r/o 16-A, Aurangzeb Road, New Delhi � 110 011 is a housewife with a Net Worth of Rs.97,07,482/- (Rupees Ninety Seven Lacs Seven Thousand Four Hundred and Eighty Two Only) as on 18.03.2002 duly certified by Shri Ajay Gupta (Membership No. 89279) of Ajay Om & Associates (Chartered Accountants), BM � 23, (Poorvi), Shalimar Bagh, Delhi. Smt. Kavita Singh is neither a full time director on the Board of any company nor is she holding directorship in any listed company. vi. Prem Traders & Investments Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private limited company incorporated under The Companies Act, 1956 on 16.10.1967 in name of Yadavendra Exports Pvt. Ltd. and the name was changed to Prem Traders & Investments Pvt. Ltd. and a fresh certificate was issued on 18.09.1974.The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Miss.Pia Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Miss Pia Singh 14, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. vii. Jhandewalan Ancillaries and Investments Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private limited company incorporated under The Companies Act, 1956 on 10.09.1973. The company is presently controlled by Shri K.P.Singh, Smt. Indira K.P.Singh & Miss Pia Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Miss Pia Singh 14, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year.
Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
# Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. ix. Savitri Studs & Farming Company Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private limited company incorporated under The Companies Act, 1956 on 31.08.1981. The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Smt. Renuka Talwar & Ms. Pia Singh .The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Miss Pia Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Renuka Talwar 14-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
# Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. * Depreciation for the Financial Year 2001-2002 will be provided at the end of the year. x. Panchsheel Investment Company, having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private company with unlimited liability incorporated under The Companies Act, 1956 on 18.10.1973.The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh & Shri Rajiv Singh .The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xi. Rajdhani Investments & Agencies Pvt. Ltd., having its Regd. Office at Shopping Mall, DLF Qutab Enclave Complex, Phase-I, Gurgaon, Haryana is a private limited company incorporated under The Companies Act, 1956 on 27.11.1972. The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Smt. Renuka Talwar. The income of the company is derived from interest on inter corporate deposit and dividends received on the investment made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Smt. Renuka Talwar 14-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xii . Buland Consultants & Investment Pvt. Ltd., having its Regd. Office at Civil Lines, adjacent to Telephone Exchange, Bulandshahr (U.P.) is a private limited company incorporated under The Companies Act, 1956 on 19.09.1972. The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Smt. Renuka Talwar & Shri Rajiv Singh .The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Smt. Renuka Talwar 14-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xiii. Haryana Electrical Udyog Pvt. Ltd., having its Regd. Office at Shopping Mall, DLF Qutab Enclave Complex, Phase-I, Gurgoan, Haryana is a private limited company incorporated under The Companies Act, 1956 on 16.06.1972. The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh & Shri Rajiv Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt.Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above, dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xiv. Megha Estates Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private limited company incorporated under The Companies Act, 1956 on 30.10.1986. The company is presently controlled by Smt. Indira K.P.Singh & Smt. Kavita Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Kavita Singh 16-A, Aurangzeb Road, New Delhi-110 011 Shri Adesh Gupta 31, Sukhdam Apartments, Sector 9, Rohini, Delhi-110 085 Shri S.B.Agarwal J-3/21,DLF City, Phase-II, Gurgaon, Haryana The Financial Information is given as under: Amount in Rs. lacs
# Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xv. Lyndale Estates Pvt. Ltd., having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private limited company incorporated under The Companies Act, 1956 on 21.07.1986. The company is presently controlled by Smt. Kavita Singh. The income of the company is derived from dividends received on the investments made by the company, rental income and interest income. The names and addresses of its Board of Directors are as under: Name Residential Address Smt. Kavita Singh 16-A, Aurangzeb Road, New Delhi-110 011 Shri Adesh Gupta 31, Sukhdam Apartments, Sector 9, Rohini, Delhi-110 085 Shri S.B.Agarwal J-3/21,DLF City, Phase-II, Gurgaon, Haryana The Financial Information is given as under: Amount in Rs. lacs
# Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xvi. Macknion Estates Pvt. Ltd. having its Regd. Office at DLF Centre, Sansad Marg, New Delhi 110 001 is a private limited company incorporated under The Companies Act, 1956 on 21.07.1986. The company is presently controlled by Smt. Indira K.P.Singh & Smt. Kavita Singh. The income of the company is derived from providing accounting and secretarial services to other companies and thereby earning services income and rental income. The names and addresses of its Board of Directors are as under: Name Residential Address Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Kavita Singh 16-A, Aurangzeb Road, New Delhi-110 011 Shri S.B.Agarwal J-3/21,DLF City, Phase-II, Gurgaon, Haryana Shri S.K.Gupta A1/03, Rajasthali Apartments, Madhuban Chowk, Pitampura, Delhi-110 034 Shri Adesh Gupta 31, Sukhdam Apartments, Sector 9, Rohini, Delhi-110 085 The Financial Information is given as under: Amount in Rs. lacs
# Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xvii. Sidhant Housing and Development Company having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private company with unlimited liability incorporated under The Companies Act, 1956 on 25.03.1988. The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh and Shri Rajiv Singh. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. ** Interest on debentures for the Financial Year 2001-2002 will be provided at the end of the year. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xviii. Madhur Housing and Development Company having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private company with unlimited liability incorporated under The Companies Act, 1956 on 25.03.1988. The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Smt. Renuka Talwar. The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Smt. Renuka Talwar 14-A, Aurangzeb, Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xix. Kohinoor Real Estates Company having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private company with unlimited liability incorporated under The Companies Act, 1956 on 26.07.1989. The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Smt. Renuka Talwar .The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Smt. Renuka Talwar 14-A, Aurangzeb Road, New Delhi-110 011 The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. xx. Mallika Housing Company having its Regd. Office at DLF Centre, Sansad Marg, New Delhi � 110 001 is a private company with unlimited liability incorporated under The Companies Act, 1956 on 26.07.1989. The company is presently controlled by Shri K.P. Singh, Smt. Indira K.P.Singh, Shri Rajiv Singh & Smt. Renuka Talwar.The income of the company is derived from interest on inter corporate deposits and dividends received on the investments made by the company. The names and addresses of its Board of Directors are as under: Name Residential Address Shri K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Smt. Indira K.P.Singh 14, Aurangzeb Road, New Delhi-110 011 Shri Rajiv Singh 16-A, Aurangzeb Road, New Delhi-110 011 Smt. Renuka Talwar 14-A,Aurangzeb, Road, New Delhi- 110 011
The Financial Information is given as under: Amount in Rs. lacs
*Apart from the above dividend has been paid to the preference shareholders for the year 1999-2000 & 2000-2001. # Provision for the income tax for the Financial Year 2001-2002 will be provided at the end of the year. Among the directors on the Board of Acquirers/PACs companies, Shri K.P.Singh, Shri Rajiv Singh and Smt. Renuka Talwar are also directors on the Board of DLF. Shri K.P.Singh and Shri Rajiv Singh are Whole time Directors on the Board and are designated as Chairman and Vice Chairman respectively of DLF. The Acquirers, persons in control of the Acquirer companies and PACs form part of the same group. The PACs who are individuals (including persons controlling the Acquirer companies) and the Acquirer who are individuals are the family members and the Acquirer/ PAC companies are controlled by such individuals. There has not been any formal agreement entered into by the Acquirers and PACs and the PACs do not directly form a part of this Offer. 3.3 Disclosure in terms of Regulation 16 (ix) As of now the Acquirers have plans in the succeeding two years from the date of closure of offer to encumber assets of DLF through sale, mortgage, pledge, gift, donations, entering into partnerships with individuals and/or body corporates, restructuring by way of mergers, amalgamation, de-mergers, spin off, etc. entering into collaborations with any person and/ or bodies corporate which is in the normal/ordinary course of business. 3.4 Delisting of shares As the proposed public offer is in respect of public shareholding of less than 10% of the paid up share/voting capital of DLF, the Acquirers shall exercise the option of delisting DLF by making a subsequent offer to buy out the outstanding shares remaining with the shareholders at the same offer price within a period of 3 months from the date of the closure of this public offer, thereby providing them an exit option. The facility of such option to the remaining shareholders who due to certain reasons are not in a position to accept the subsequent offer during that offer period shall also be provided at the same offer price for a period of at least six months from the subsequent offer opening date. 4. BACKGROUND OF DLF UNIVERSAL LIMITED 4.1 DLF having its Registered Office at Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurgaon-122 002 (Haryana)[originally known as �American Universal Electric (India) Ltd.� ("AUE")] was incorporated on 4th July,1963 with the Registrar of Companies, Punjab and Himachal Pradesh with the object to carry on business, inter alia, as manufacturers and dealers of all kinds of electric motors and in particular fractional horse power motors and all accessories, articles, apparatus, equipments and goods promoting the use of electric motors. The name of DLF was changed to DLF Universal Electric Ltd. on 18th June,1980 and later on to DLF Universal Ltd. on 28th May, 1981. Presently, DLF is mainly engaged in business/ activities of real estate, construction and development of residential colonies/complexes as well as commercial complexes and leasing of assets. DLF, presently, has 21 subsidiary companies which apart from activities relating to real estate and construction, are engaged in development of golf resorts, power generation and supply, property management & maintenance, cultivation, consultancy and rendering of financial services. DLF along with its subsidiaries/ associate companies has a record of having developed twenty five large size colonies in and around Delhi and some of the prestigious colonies of Delhi, developed by DLF are Model Town, Greater Kailash-I, Greater Kailash-II, South Extension-I, South Extension-II, Hauz Khas, Kailash Colony, Rana Pratap Bagh, Rajouri Garden, etc. DLF along with its subsidiaries / associate companies is presently developing a large residential/commercial township known as DLF City in Gurgaon (earlier known as DLF Qutab Enclave Complex) on Delhi-Haryana border as well as has developed other large residential projects in the State of Uttar Pradesh viz. Dilshad Extension and Ankur Vihar. The residential/commercial projects at Gurgaon consists of many multi-storeyed residential and commercial complexes along with plotted colony. At present, the on going projects of DLF alongwith its subsidiaries/ associated companies include commercial projects viz., DLF City Centre, Mega Mall (Shopping Mall), Silokhra and Centre Court (Office Complexes) and residential projects viz., Wellington Estate, Princeton Estate, Carlton Estate, Exclusive Floors, Regent House, Belvedere Towers, Belvedere Park and Trinity Towers. The total listed paid up equity share capital of DLF as on the date of this Letter of Offer is Rs.3,50,80,070/- comprising of 35,08,007 fully paid up shares of Rs.10/- each. As on date of this Letter of Offer, there are no partly paid up shares. The shares of DLF are presently listed at DSE only. 4.2.The Share Capital structure of DLF is as under: Paid up equity share capital of DLF No. of Shares/ % of Shares/ Voting rights Voting rights Fully paid up equity shares 35,08,007 100.00% Partly paid up equity shares Nil 0.00% Total paid up equity shares 35,08,007 100.00% Total voting rights in DLF 35,08,007 100.00% 4.3.There are no outstanding convertible instruments (warrants/FCDs/PCDs), etc. in DLF. 4.4.The Manager to the Offer, D&A, is satisfied that the applicable provisions of Chapter II of the Regulations have been complied with by DLF within the time specified in the Regulations. 4.5.DLF is in compliance with the listing agreement and no punitive action has been taken by the Stock Exchange. 4.6.The composition of the Board of Directors of DLF as on 10.04.2002 (i.e. the date of the Public Announcement) is as under: S.No. Name of the Director Designation 1. Shri K.P.Singh Chairman 2. Shri Rajiv Singh Vice Chairman 3. Shri T.C.Goyal Managing Director 4. Shri Jagjit Kumar Chandra Director Projects (Whole Time Director) 5. Shri Rajinder Singh Sahni 6. Shri Brijendra Bhushan 7. Brig.(Retd.) Narendra Pal Singh 8. Smt. Renuka Talwar Shri K.P. Singh and Shri Rajiv Singh are Whole Time Directors on the Board and are designated as Chairman and Vice Chairman respectively and Mrs. Renuka Talwar is Director on the Board of DLF. There is no other director on the Board of DLF representing the Acquirers. 4.7.Details of merger/de-merger, spin off during the last three years is given as under: 4.7.1 Merger of DLF Industries Limited ("DIL"), a wholly owned subsidiary of DLF with DLF. The High Court of Punjab and Haryana and High Court of Delhi vide their respective orders dated 28th July, 2000 and 8th August, 2000 sanctioned the Scheme of merger/ amalgamation of DIL, wholly owned subsidiary of DLF with DLF w.e.f 01.04.1999.(being appointed date). The scheme became effective on 09.10.2000 (being effective date). As the amalgamating company i.e. DIL was a wholly owned subsidiary of DLF, neither any share exchange ratio was fixed, nor any shares of DLF were issued to any person. Further, 35,74,381 equity shares and 19,99,900 4% non-cumulative redeemable preference shares held by DLF in DIL were extinguished and cancelled. 4.7.2 Merger / Amalgamation between the Subsidiaries of DLF.
The High Court of Punjab & Haryana and the High Court of Delhi, vide their respective orders dated 17th November, 2000 and 9th January, 2001, sanctioned the Scheme of merger / amalgamation of 25 (Twenty Five) transferor companies as detailed below (being subsidiaries/wholly-owned subsidiaries of DLF), with NCPL, also a wholly-owned subsidiary of DLF, with effect from 1st April, 1999, the �Appointed Date�: -
The Scheme of merger/amalgamation of the aforesaid 25 transferor companies with NCPL became effective on 10th April, 2001 being the �Effective Date�. Out of the 25 amalgamating companies, Moonlight Builders & Developers Limited and Sunrise Land & Housing Company Limited were the wholly owned subsidiaries of NCPL, and the rest 23 amalgamating companies were wholly owned subsidiaries of DLF. NCPL, the transferee company is itself a wholly owned subsidiary of DLF. All assets and liabilities of 25 transferor companies were transferred at their respective book value to NCPL. Further, 1,45,012 equity shares held by NCPL in Moonlight Builders & Developers Limited and 1,45,012 equity shares in Sunrise Land & Housing Company Limited were extinguished and cancelled. Further, against the 42,69,890 equity shares of Rs. 10/- each held by DLF in the rest of the 23 transferor companies, DLF was allotted 35,935 equity shares of Rs. 10/- each fully-paid up at par. The difference between the consideration and value of net identifiable assets acquired had been adjusted against the balance of profit and loss account of 25 transferor companies.
The High Court of Delhi, vide its order dated 6th November, 2000, sanctioned the Scheme of merger/amalgamation of 14 (Fourteen) transferor companies as detailed below (being subsidiaries/wholly-owned subsidiaries of DLF) with DHCL, also a wholly-owned subsidiary of DLF, with effect from 1st April, 1999, the Appointed Date: -
The Scheme of merger/amalgamation of the aforesaid 14 transferor Companies with DHCL became effective on 16th March, 2001 being the �Effective Date�. Out of the 14 amalgamating companies Bhagirathi Investments Private Limited was a wholly owned subsidiary of DHCL, and the rest 13 amalgamating companies were wholly owned subsidiaries of DLF. DHCL, the transferee company is itself a wholly owned subsidiary of DLF. All assets and liabilities of 14 transferor companies were transferred at their respective book value to DHCL. Further, 252 equity shares held by DHCL in Bhagirathi Investment Private Limited were extinguished and cancelled. Further, against the 7,30,060 equity shares of Rs. 10/- each and 1,520 equity shares of Rs. 100/- each held by DLF in the rest of the 13 transferor companies, DLF, was allotted 7,355 equity shares of Rs. 10/- each fully-paid up at par. The difference between the consideration and value of net identifiable assets acquired had been credited to "Amalgamation Reserve" after adjustments of liabilities not provided for in the books of transferor companies. 4.8.The Financial information of DLF is as under: Amount in Rs. lacs
Amount in Rs. lacs
Financial data for the period 01.04.2001 to 31.12.2001 is based on the quarterly results published for the last three quarters ended 31.12.2001. #Provision for income-tax for the Financial Year 2001-2002 will be provided at the end of the year. The Financial Information of DLF prior to the reference date specified by SEBI i.e. 08.04.1997 for the calculation of Offer Price is as under: Amount in Rs. lacs
Amount in Rs. lacs
Note: In all the above cases the Other Financial Data has been calculated as under: Earning Per Share = Profit after Tax less preference shares dividend provided less tax on preference shares dividend (wherever applicable) / No. of Shares Return on Net Worth = Profit after Tax less preference shares dividend less tax on preference shares dividend multiply by 100 / Paid-up equity share capital plus reserves and surpluses (excluding revaluation reserve) less miscellaneous expenses not written off. Book Value per share = Paid-up equity share capital plus reserves and surpluses (excluding revaluation reserve) less miscellaneous expenses not written off / No. of Shares. 4.9.Pre and Post Offer shareholding pattern of DLF is detailed in the following table. As on the date of Letter of Offer
* Persons in control of DLF. # Since the public holding is reduced to less than 10% this offer is being made to acquire the same for the purpose of delisting the shares of DLF from DSE. The Acquirers/PACs have not purchased any shares of DLF after the date of Public Announcement till the date of this Letter of Offer. 4.10 The total number of shareholders in " Public Category" are 2930 as on 12.04.2002. 5. OFFER PRICE AND FINANCIAL ARRANGEMENTS 5.1 Justification of Offer Price
Note: The trading volume data is taken from the official quotations of DSE. As the annualised trading turnover (by number of shares at DSE) was less than 2% of the total number of issued and paid up equity shares of DLF, the shares were deemed to be infrequently traded at DSE in six months prior to 08.04.1997 (i.e. the date when first purchase in excess of the limits prescribed under Regulation 11 of the Regulations was made) in terms of Regulation 20(3). Hence, in terms of Regulation 20 (3) of the Regulations, the Offer price of Rs. 320/- (i.e. Rs. 182/- in terms of the Regulations and Rs. 138/- as interest) per fully paid up equity share is justified as under: 1. Negotiated Price vide Regulation 20(3)(a) Not Applicable 2. Highest Price paid by the Acquirers or PACs for the acquisition including public or rights issue in 26 weeks ending 08.04.1997 ( i.e. the reference date) vide Regulation 20(3)(b) Rs. 67/- 3. Price paid by the Acquirers for Preferential Allotment made at any time during 12 months Period upto the date of closure of the Offer vide Regulation 20(3)(c) Not Applicable 4. Other parameters vide Regulation 20(3)(d) As at As at 30.09.1996 31.03.1997
i. Return on Net Worth 26.67% 13.79% ii. Book value per share Rs. 103.82 Rs. 182.39 iii. Earning per share - annua lised Rs. 25.61 Rs. 25.15 iv. Price to earning ratio (based on Offer price) Rs. 12.50 Rs. 12.72 The Financial details taken for the purpose of "Other Parameters" above is as at 30.09.1996 i.e. the last audited accounts prior to the reference date i.e. 08.04.1997 and as at 31.03.1997 i.e last Annual Accounts prepared for Income Tax purpose duly certified by the statutory auditors of the Company. In the opinion of the Manager to the Offer and the Acquirers since the book value per share as at 31.03.1997 is the highest of all the values calculated above, the Offer Price would have been Rs. 182/-. But, one of the Acquirers/PACs made the first purchase of 100 shares which forms the part of 53,994 shares (representing 1.54%) as mentioned in Clause 2 �Details of the Offer� on 08.04.1997, i.e. after coming into force of the Regulations without making a public announcement. Had the Acquirers/PACs made a public announcement considering 08.04.1997 as reference date, the shareholders whose shares would have been accepted would have got the payment by August 6, 1997 in terms of the Regulations (i.e. after the maximum time limit of 120 days provided under the Regulations for completing the offer), an interest of 15%p.a. for the period from 07.08.1997 to the expected date of payment of consideration under the Offer i.e. 19.08.2002 has been calculated on Rs. 182/- which works out to be Rs.138/- . In view of the above the Offer Price is arrived as under: Price calculated in terms of the Regulations Rs. 182.00 Add: Interest @ 15% p.a. Rs. 138.00 Total Rs. 320.00 The highest price of shares of DLF traded at DSE during 12 months preceding the date of the Letter of Offer was Rs. 270/- (as certified by DSE). The Offer Price of Rs. 320/- (Rs. 182/- arrived at as per the Regulations and Rs. 138/- as interest) as calculated above is justified in terms of Regulation 20(3) read with Regulation 20(6) of the Regulations. If the Acquirers or PACs acquire shares of DLF from the date of Public Announcement up to 7 (seven) working days prior to the closure of the offer at a price higher than the Offer Price, then the Acquirers shall pay highest price paid by them for such acquisition for all the shares tendered any time during the offer period and accepted under the offer. 5.2.Financial Arrangements
6. TERMS AND CONDITIONS OF THE OFFER 6.1 Applications which are complete in all respect and which reach the Registrar to the Offer on or before the date of closure of offer i.e. July 20, 2002 would be approved and the shares so offered would be accepted by the Acquirers free from all lien, charges, encumbrances along with all the rights attached to the shares like the right to all dividends, bonus and right shares and all other rights as are attached to such acquired shares. 6.2 Locked in shares There are no shares of DLF with lock in period. 6.3 Eligibility for accepting the Offer The Offer is being made to all the remaining non-promoter (i.e. public) shareholders holding 3,16,237 shares of DLF (except the Acquirers and PACs) whose names appeared in the Register of Members and to the beneficial owners of the shares of DLF whose names appeared on the beneficial records of the respective depositories at the close of business hours as on April 30,2002 (the Specified date). The Offer is also made to those persons who own the shares (except the Acquirers and PACs) anytime prior to the closure of the Offer, but are not the registered shareholders. 6.4 Statutory Approvals / Other Approvals required for the Offer The Offer is subject to following approval:
As on date of this Letter of Offer, to the best of Acquirers� knowledge, there are no other statutory approvals required, other than that indicated above. The Acquirers will not proceed with the offer to the extent the statutory approval that is enumerated above being refused in terms of the Regulations.
7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER
Documents to be enclosed: In case of Registered shareholders
In case of Beneficial Owners (i.e. those shareholders who hold shares in dematerialised form)
All beneficial owners should ensure that the shares offered by them under the Offer, are credited in the favour of the special depository account as mentioned above before the closure of the Offer or else the Form of Acceptance is liable to be rejected. In case of Unregistered Owners
Note that the unregistered shareholders, if they so desire, may apply on the Form of Acceptances obtained from SEBI�s website www.sebi.gov.in. Also note that no indemnity is required from unregistered shareholders. All necessary requirements for the valid transfer will be a precondition for valid acceptance. All the documents mentioned above should be sent only to the Registrar to the Offer and not to be sent to the Acquirers/PACs, DLF or to the Manager to the Offer. The documents mentioned above should be submitted at the address mentioned below on all working days between 10:00 a.m. to 5:00 p.m. Address Contact Person Mode of Delivery Phone /Fax/e-mail MCS Limited Mr. D.C.Verma Hand Delivery/ (011) 6494830/(011) 6494152/ Sri Venkatesh Bhawan, Mr. Amarjeet Singh Registered Post/ mcsdel@ndf.vsnl.net.in 212 A, Shahpurjat, Courier New Delhi � 100 049
vi The Acquirers shall complete all procedures relating to the Offer latest by August 19, 2002. Where the Acquirers are unable to make the payment to the shareholders who have accepted the offer before the period of 30 days due to non receipt of requisite statutory approvals, SEBI may, if satisfied that the non receipt of statutory approvals was not due to any willful default or neglect of the Acquirers or failure of the Acquirers to diligently pursue the applications for such approvals, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the shareholders for delay beyond 30 days, as may be specified by SEBI from time to time. vii In the event of non acceptance of any application, all the documents as forwarded to the Registrar to the Offer will be sent back to the shareholder by Registered post at shareholders� sole risk. In case of shares held in dematerialised form, to the extent not accepted will be credited back to the beneficiary account with the respective DP as per the details furnished by the beneficial owner in the Form of Acceptance. 8. DOCUMENTS FOR INSPECTION The following documents are available for inspection at the Office of the Manager to the Offer i.e. Doogar & Associates Limited, 13, Community Centre, East of Kailash, New Delhi � 110 065, from 10:00 a.m. to 5:00p.m. on all working days except Sundays, until the closure of the Offer;
For and on behalf of all Acquirers and PACs
Sd/- RAJIV SINGH Place: New Delhi Date: 14.06.2002
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
To, MCS Limited, Srivenkatesh Bhavan, 212-A, Shahpurjat, New Delhi - 110 049 Dear Sir, Sub: Open offer by the Acquirers to acquire 3,16,237 equity Shares of DLF Universal Limited representing 9.01% of its voting share capital at an offer price of Rs. 320/- (Rs. 182/- arrived at as per the Regulations & Rs. 138/- as interest) per fully paid up equity share payable in cash. I/We refer to the Letter of Offer dated 14.06.2002 for acquiring the equity shares held by me/us in DLF Universal Limited. I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein. For shares held in Physical Form I/We, hold the following shares in physical form and accept the Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares: Total No. of shares offered______ No. of share certificate(s) attached _____ Ledger Folio No.____
Note: An additional Sheet duly signed and authenticated may be used in case of insufficient space above. I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by MCS Limited, the Registrar to the offer, until the time the Acquirers give the purchase consideration as mentioned in the Letter of Offer. For shares held in Dematerialised Form I/We, accept the offer and enclose a photocopy of the Delivery Instruction(s) duly acknowledged by Depository Participant in respect of my/our shares as detailed below.
I/We confirm that I/We have credited the above stated number of shares to the special depository account styled as "MCS Limited � Escrow Account Open Offer for Shares of DLF" for which the DP ID is 010101 and the Beneficiary Client ID is 1601010100003540 by doing the off market transaction. I/We note and understand that the shares would lie in the said special depository account until the Acquirers make payment of the purchase consideration as mentioned in the Letter of Offer. I/We confirm that the equity shares of DLF Universal Limited (Target Company) which are being tendered herewith by me/us under this offer, are free from liens, charges and encumbrances of any kind whatsoever. I/We also note and understand that the Acquirers will pay the purchase consideration only after verification of the documents and signatures. 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, specifying the reasons thereof and in case of shares held in dematerialised form, to the extent not accepted will be credited back to my beneficiary account with my DP at my/our sole risk. I/We authorise the Acquirers or the Manager to the Offer or the Registrar to the Offer, to send by registered post the draft/ cheque, in settlement of the amount to the sole/first holder at the address mentioned below. The Permanent Account No. (PAN/GIR No.) allotted under the Income Tax Act, 1961 is as u0nder:
Yours faithfully,
Note: In case of joint holdings all must sign. In case of a body corporate, stamp of the Company and its common seal must be affixed and necessary Board/General Meeting resolution and specimen signatures duly attested should also be attached. Place : Date : So as to avoid fraudulent encashment in transit, the shareholder(s) are requested to provide details of bank account of the first/sole shareholder and the consideration cheque / demand draft will be drawn accordingly.
-----------------------------------Tear along this line ------------------------------------------- Acknowledgement slip for equity shares of DLF Universal Limited in terms of Letter of Offer dated 14.06.2002. Received from Mr/Ms/M/s._________________ the Form of Acceptance cum Acknowledgement -*Physical Shares __________Number of Certificates enclosed ____ Folio No________ . Certificate Numbers __________Total number of shares enclosed ______________ * Dematerialised Shares : Copy of the Delivery Instruction(s) for _____ No. of Shares (Tick whichever is applicable) Stamp of Registrar to the Offer
Signature of Official Date of Receipt___________
Note: All future correspondence, if any, should be addressed to Registrar to the Offer MCS Limited, Srivenkatesh Bhavan, 212-A, Shahpurjat, New Delhi - 110 049 Tel :- (011)6494830, Fax : (011) 6494152 e-mail mcsdel@ndf.vsnl.net.in. INSTRUCTIONS Please read the following instructions carefully: 1.The following documents are to be enclosed with this Form of Acceptance cum Acknowledgement which may be sent by Registered post, Courier or Hand Delivered to the Registrar to the Offer. In case of Registered Shareholders
In case of Unregistered Owners
All registered shareholders/ unregistered owners are advised to ensure that the column relating to the Transferee(s) [Buyer(s)] particulars is left blank in the share transfer deed. The details of the Acquirers as transferee will be filled up by the Acquirers after verifying the Form of Acceptance cum Acknowledgement and share transfer deed. In case of Beneficial Owners (i.e. those shareholders who hold shares in dematerialised form)
All beneficial owners should ensure that the shares offered by them under the Offer, are credited in the favour of the special depository account as mentioned above before the closure of the Offer or else the Form of Acceptance is liable to be rejected. 2. All the documents mentioned above should be sent only to the office of the Registrar to the Offer and not to the Acquirers/PACs, DLF Universal Limited or the Manager to the Offer. 3. The documents mentioned above should be submitted at the address mentioned below on all working days between 10:00 a.m. to 5:00p.m. Address Contact Person Mode of Delivery Phone Fax/e-mail MCS Limited Mr. D.C.Verma Hand Delivery/ (011) 6494830 Sri Venkatesh Bhawan, Mr. Amarjeet Singh Registered Post/ (011) 6494152/ 212 A, Shahpurjat, Courier mcsdel@ndf.vsnl.net.in New Delhi � 100 049 4. Non Resident/ Foreign national shareholders should enclose a copy of the permission received from Reserve Bank of India (RBI) to acquire the equity shares held by them in DLF. If the shares are held under General Permission of RBI, the Non Resident/ Foreign national shareholders should state that the shares are held under General Permission and also whether they are held on repatriable or non-repatriable basis. 5. Non Resident/Foreign national shareholders should enclose No Objection Certificate/ Tax Clearance Certificate obtained from the Income Tax Authorities under Income Tax Act, 1961, indicating the tax to be deducted by the Acquirers before payment of consideration to such Non Resident/ Foreign national shareholders, otherwise the tax will be deducted at a rate as may be applicable as per the prevailing provision of the Income Tax Act, 1961 to the category of the shareholders on the consideration payable by the Acquirers.
You are requested to carefully read Clause 7 of the Letter of Offer relating to the Procedure for Acceptance and Settlement of the Offer.
Note: All future correspondence, if any, should be addressed to Registrar to the Offer MCS Limited, Srivenkatesh Bhavan, 212-A, Shahpurjat, New Delhi � 110 049 Tel:- (011) 6494830, Fax : (011) 6494152, email: mcsdel@ndf.vsnl.net.in |
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