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.
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Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof |
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CASH OFFER AT Rs. 320/- (RUPEES THREE HUNDRED AND TWENTY ONLY) PER FULLY PAID UP EQUITY SHARE (comprising of Rs. 182/- arrived at as per Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Rs. 138/- as interest. For details see clause relating to Offer Price & Financial Arrangements at para 5 on page 29 of this Letter of Offer). |
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TO ACQUIRE 3,16,237 equity shares of Rs. 10/- each representing 9.01% of the paid up share/voting equity share capital of DLF Universal Limited, having its Registered Office at Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurgoan -122 002 (Haryana); Tel: (011) (3719300, 3719320), Fax: (011) (3719344). BY Shri Rajiv Singh r/o 16-A, Aurangzeb Road, New Delhi –110 011, Tel: (011) (3719222), Fax: (011) (3719221), DLF Investments Pvt. Ltd., Vishal Foods and Investments Pvt. Ltd., Raisina Agencies & Investments Pvt. Ltd., Renkon Agencies Pvt. Ltd., and Realest Builders and Services Ltd., all having their Regd. Offices at DLF Centre, Sansad Marg, New Delhi – 110 001. Tel: (011) (3719300, 3719320), Fax: (011) (3719344) The persons deemed to be acting in concert with the Acquirers for the above Offer are Shri K.P.Singh, Smt. Indira K.P.Singh, Miss Pia Singh, Smt. Renuka Talwar, Smt. Kavita Singh, Prem Traders & Investments Pvt. Ltd., Jhandewalan Ancillaries and Investments Pvt. Ltd., Universal Management & Sales Pvt. Ltd., Savitri Studs & Farming Company Pvt. Ltd., Panchsheel Investment Company, Megha Estates Pvt. Ltd., Lyndale Estates Pvt. Ltd., Macknion Estates Pvt. Ltd., Sidhant Housing and Development Company, Madhur Housing and Development Company, Kohinoor Real Estates Company, Mallika Housing Company, Rajdhani Investments & Agencies Pvt. Ltd., Haryana Electrical Udyog Pvt. Ltd. and Buland Consultants & Investment Pvt. Ltd. |
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The Offer is not subject to any minimum level of acceptances from the shareholders. The Offer is subject to the approval of the Reserve Bank of India under the Foreign Exchange Management Act, 1999 as may be required for acquiring shares tendered, if any, by non-resident shareholders. The Acquirers would make the requisite application to RBI to obtain permission under FEMA to acquire their shares. |
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To the best of Acquirers’ knowledge there are no other statutory approvals required as on date hereof, other than the one indicated above. |
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If there is any upward revision in the Offer Price by the Acquirers till the last date of revision i.e. 10th July, 2002, the same would be informed by way of Public Announcement in the Financial Express and Jansatta, i.e the newspapers where the original Public Announcement had appeared. Such revised Offer Price would be payable by the Acquirers for all the shares tendered any time during the offer. |
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Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement/Letter of offer, cannot withdraw the same. |
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A copy of the Public Announcement and this Letter of Offer (including form of acceptance cum acknowledgement) is also available on SEBI's website www.sebi.gov.in. |
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Manager To The Offer |
Registrar To The Offer |
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Doogar & Associates Limited 13, Community Centre, East of Kailash, New Delhi-110 065 Tel: (011) 6472557,6419079,6218274 Fax: (011) 6219491 Email :doogar@ndf.vsnl.net.in Contact Person: Mr.M.K.Doogar Ms. Anvita Awasthi |
MCS Limited Srivenkatesh Bhavan, 212-A,Shahpurjat, New Delhi-110 049 Tel : (011) 6494830 Fax: (011) 6494152 Email: mcsdel@ndf.vsnl.net.in Contact Person : Mr. D.C Verma Mr.Amarjeet Singh |
Schedule of the major activities of the open offer are as under:
|
Activity |
Original Schedule* Revised Schedule Day and date Day and Date |
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Public Announcement (PA) Date |
Wednesday,April10,2002 Wednesday, April 10, 2002 |
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Specified Date |
Tuesday, April 30, 2002 Tuesday, April 30, 2002 |
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Date by which Letter of Offer will be dispatched to the shareholders |
Monday, May 13, 2002 Monday, June 17, 2002 |
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Offer opening Date |
Monday, May 20, 2002 Friday, June 21,2002 |
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Offer closing Date |
Tuesday, June 18, 2002 Saturday, July 20, 2002 |
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Last date for revising the Offer price |
Thursday, June 06,2002 Wednesday, July 10, 2002 |
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Date by which the acceptance/rejection would be intimated and the corresponding payment for the acquired shares and /or the share certificate for the rejected shares will be dispatched |
Thursday, July18, 2002 Monday, August 19,2002 |
* 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
|
Sr. No. |
Subject |
Page No. |
|
1. |
Disclaimer Clause |
1 |
|
2. |
Details of the Offer |
1 |
|
3. |
Background of the Acquirers/PACs |
2 |
|
4. |
Background of DLF Universal Limited (Target Company) |
23 |
|
5. |
Offer Price & Financial arrangements |
29 |
|
6. |
Terms & Conditions of the Offer |
30 |
|
7. |
Procedure for acceptance and settlement of the Offer |
31 |
|
8. |
Documents for inspection |
32 |
|
9. |
Declaration by the Acquirers/PACs |
32 |
DEFINITIONS
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"Acquirers" |
Shri Rajiv Singh,DLF Investments Pvt. Ltd., Vishal Foods and Investments Pvt. Ltd., Raisina Agencies & Investments Pvt. Ltd., Renkon Agencies Pvt. Ltd., and Realest Builders and Services Ltd. |
|
"DP" |
Depository Participant |
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"DSE" |
Delhi Stock Exchange |
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"Eligible Persons for the Offer" |
Registered shareholders of DLF Universal Limited as on the Specified Date i.e. 30th April, 2002 and unregistered persons who own shares of DLF at any time before the closure of the Offer. |
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"FEMA" |
Foreign Exchange Management Act,1999 |
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"Form of Acceptance" |
Form of Acceptance cum Acknowledgement |
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"Letter of Offer" |
This Offer document |
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"Manager to the Offer/ D&A" |
Doogar & Associates Limited |
|
"Offer" |
Offer for acquisition of 3,16,237 fully paid up equity shares of Rs. 10/- each of DLF Universal Limited representing 9.01% of the paid up/ voting share capital of DLF Universal Limited at a price of Rs.320/- (Rupees Three Hundred and Twenty Only) (Rs. 182/- arrived at as per Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Rs. 138/- as interest) per fully paid up equity share for cash. |
|
"Offer Price" |
Rs.320/- (Rupees Three Hundred and Twenty Only) (Rs. 182/- arrived at as per Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Rs. 138/- as interest) per fully paid up equity share payable in cash. |
|
"Persons deemed to be acting in concert or PACs" |
Shri K.P.Singh, Smt. Indira K.P.Singh, Smt.Renuka Talwar, Miss Pia Singh, Smt. Kavita Singh, Prem Traders & Investments Pvt. Ltd., Jhandewalan Ancillaries and Investments Pvt. Ltd., Universal Management & Sales Pvt. Ltd., Savitri Studs & Farming Company Pvt. Ltd., Panchsheel Investment Company, Rajdhani Investments & Agencies Pvt. Ltd., Buland Consultants & Investment Pvt. Ltd., Haryana Electrical Udyog Pvt. Ltd., Megha Estates Pvt. Ltd., Lyndale Estates Pvt. Ltd., Macknion Estates Pvt. Ltd., Sidhant Housing and Development Company, Madhur Housing and Development Company, Kohinoor Real Estates Company and Mallika Housing Company. |
|
"Public Announcement" |
Announcement of the Offer by the Acquirers on 10th April, 2002 in The Financial Express and Jansatta. |
|
"RBI" |
Reserve Bank of India |
|
"Registrar/Registrar to the Offer" |
MCS Limited |
|
"Reference date" |
8th April, 1997, as specified by Securities and Exchange Board of India |
|
"Regulations" |
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof. |
|
"SEBI" |
Securities and Exchange Board of India |
|
"Shares" |
Fully paid up equity shares of DLF Universal Limited of face value of Rs.10/- each |
|
"Specified Date" |
30th April,2002 |
|
"Target company or DLF" |
DLF Universal 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 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.
- DETAILS 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:
- The Acquirers shall make an open offer to all the remaining non-promoter (i.e. public) shareholders of the target company (DLF) (who collectively hold 9.01% of paid up shares/voting rights as on 24.01.2002) in terms of the Regulations taking 08.04.1997 as the reference date for determining the frequency of trading in terms of Explanation (i) to Regulation 20(3) and further, justify the offer price in terms of Regulation 20(6) read with the parameters under Regulation 20(2) and/or Regulation 20 (3) as may be applicable.
- The Acquirer shall pay interest @ 15% p.a. for the delayed period i.e. from 07.08.1997 till the actual date of payment of consideration to the shareholders in the open offer to be made by the acquirer.
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:
|
Newspapers |
Edition |
Language |
2. ‘The Financial Express’ |
All editions All editions |
Hindi National Daily English National Daily |
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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
9.45 |
- |
9.77 |
- |
|
Other income |
2.76 |
5.44 |
8.50 |
5.44 |
|
Total income |
12.21 |
5.44 |
18.27 |
5.44 |
|
Total expenditure |
1.20 |
0.77 |
1.43 |
0.33 |
|
Profit before depreciation, interest and tax |
11.01 |
4.67 |
16.84 |
5.11 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
11.01 |
4.67 |
16.84 |
5.11 |
|
#Provision for tax |
3.55 |
0.96 |
5.76 |
- |
|
Profit after tax |
7.46 |
3.71 |
11.08 |
5.11 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
7.00 |
7.00 |
7.00 |
7.00 |
|
#Reserves and surplus (excluding revaluation reserves) |
26.81 |
28.53 |
37.64 |
42.75 |
|
Net worth |
33.81 |
35.53 |
44.64 |
49.75 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
- |
- |
- |
|
Total |
33.81 |
35.53 |
44.64 |
49.75 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
0.16 |
0.16 |
0.16 |
0.16 |
|
Investments |
8.70 |
16.30 |
16.30 |
16.30 |
|
Net current assets |
24.95 |
19.07 |
28.18 |
33.29 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
33.81 |
35.53 |
44.64 |
49.75 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
746.00 |
174.00 |
911.00 | |
|
Return on net worth (%) |
26.82 |
5.89 |
23.58 | |
|
Book value per share (Rs.) |
2,781.00 |
2,953.00 |
3,864.00 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
5.58 |
|
Other income |
4.72 |
7.92 |
7.79 |
7.87 |
|
Total income |
4.72 |
7.92 |
7.79 |
13.45 |
|
Total expenditure |
0.42 |
0.61 |
0.43 |
0.44 |
|
Profit before depreciation, interest and tax |
4.30 |
7.31 |
7.36 |
13.01 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
4.30 |
7.31 |
7.36 |
13.01 |
|
#Provision for tax |
1.55 |
1.27 |
1.25 |
- |
|
Profit after tax |
2.75 |
6.04 |
6.11 |
13.01 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
15.00 |
15.00 |
15.00 |
15.00 |
|
#Reserves and surplus (excluding revaluation reserves) |
72.62 |
74.58 |
76.64 |
89.65 |
|
Net worth |
87.62 |
89.58 |
91.64 |
104.65 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
- |
- |
- |
|
Total |
87.62 |
89.58 |
91.64 |
104.65 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
56.18 |
70.78 |
51.18 |
51.18 |
|
Net current assets |
31.44 |
18.80 |
40.46 |
53.47 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
87.62 |
89.58 |
91.64 |
104.65 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
183.33 |
132.67 |
137.33 | |
|
Return on net worth (%) |
3.71 |
2.62 |
2.64 | |
|
Book value per share (Rs.) |
4,941.33 |
5,072.00 |
5,209.33 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
2.57 |
6.55 |
6.00 |
6.42 |
|
Total income |
2.57 |
6.55 |
6.00 |
6.42 |
|
Total expenditure |
0.31 |
0.41 |
0.40 |
0.42 |
|
Profit before depreciation, interest and tax |
2.26 |
6.14 |
5.60 |
6.00 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
2.26 |
6.14 |
5.60 |
6.00 |
|
#Provision for tax |
0.69 |
0.86 |
0.68 |
- |
|
Profit after tax |
1.57 |
5.28 |
4.92 |
6.00 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
11.00 |
11.00 |
11.00 |
11.00 |
|
#Reserves and surplus (excluding revaluation reserves) |
25.81 |
27.34 |
28.31 |
34.31 |
|
Net worth |
36.81 |
38.34 |
39.31 |
45.31 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
- |
- |
- |
|
Total |
36.81 |
38.34 |
39.31 |
45.31 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
13.53 |
27.43 |
26.43 |
26.43 |
|
Net current assets |
23.28 |
10.91 |
12.88 |
18.88 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
36.81 |
38.34 |
39.31 |
45.31 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
157.00 |
153.50 |
117.50 | |
|
Return on net worth (%) |
5.86 |
5.42 |
4.01 | |
|
Book value per share (Rs.) |
2,681.00 |
2,834.00 |
2,931.00 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
7.75 |
8.61 |
7.79 |
3.79 |
|
Total income |
7.75 |
8.61 |
7.79 |
3.79 |
|
Total expenditure |
0.33 |
0.40 |
0.43 |
0.42 |
|
Profit before depreciation, interest and tax |
7.42 |
8.21 |
7.36 |
3.37 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
7.42 |
8.21 |
7.36 |
3.37 |
|
#Provision for tax |
2.46 |
2.88 |
2.74 |
- |
|
Profit after tax |
4.96 |
5.33 |
4.62 |
3.37 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
20.72 |
20.72 |
20.72 |
20.72 |
|
#Reserves and surplus (excluding revaluation reserves) |
40.88 |
46.19 |
50.82 |
54.19 |
|
Net worth |
61.60 |
66.91 |
71.54 |
74.91 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
- |
0.10 |
- |
|
Total |
61.60 |
66.91 |
71.64 |
74.91 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
2.18 |
2.86 |
6.30 |
6.30 |
|
Net current assets |
59.42 |
64.05 |
65.34 |
68.61 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
61.60 |
66.91 |
71.64 |
74.91 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
3.15 |
3.39 |
2.94 | |
|
Return on net worth (%) |
8.76 |
8.61 |
6.94 | |
|
Book value per share (Rs.) |
36.00 |
39.38 |
42.32 | |
# 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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
58 .98 |
32.58 |
65.71 |
21.62 |
|
Other income |
32.67 |
22.25 |
80.65 |
85.07 |
|
Total income |
91.65 |
54.83 |
146.36 |
106.69 |
|
Total expenditure |
43.75 |
22.73 |
78.73 |
14.83 |
|
Profit before depreciation, interest and tax |
47.90 |
32.10 |
67.63 |
91.86 |
|
Depreciation |
0.12 |
0.10 |
0.09 |
0.07 |
|
Interest |
0.17 |
6.21 |
28.72 |
3.41 |
|
Profit before tax |
47.61 |
25.79 |
38.82 |
88.38 |
|
#Provision for tax |
13.56 |
8.50 |
5.00 |
- |
|
Profit after tax |
34.05 |
17.29 |
33.82 |
88.38 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
5.00 |
5.00 |
5.00 |
36.56 |
|
#Reserves and surplus (excluding revaluation reserves) |
319.82 |
337.69 |
372.94 |
727.20 |
|
Net worth |
324.82 |
342.69 |
377.94 |
763.76 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
316.90 |
316.90 |
- |
|
Total |
324.82 |
659.59 |
694.84 |
763.76 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
2.03 |
1.93 |
1.83 |
1.76 |
|
Investments |
18.87 |
193.48 |
224.50 |
276.12 |
|
Net current assets |
303.92 |
464.18 |
468.51 |
485.88 |
|
Total miscellaneous expenditure not written off) |
- |
- |
- |
- |
|
Total |
324.82 |
659.59 |
694.84 |
763.76 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
68.08 |
34.57 |
67.62 | |
|
Return on net worth (%) |
10.48 |
5.05 |
8.95 | |
|
Book value per share (Rs.) |
649.48 |
685.22 |
755.70 | |
# 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.
- Smt. Renuka Talwar r/o 14 -A, Aurangzeb Road, New Delhi – 110 011 is a Director on the Board of various companies and has a Net Worth of Rs.2,05,51,789/- (Rupees Two Crores Five Lacs Fifty One Thousand Seven Hundred and Eighty Nine 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. Renuka Talwar is not a full time director on the Board of any company. She is a director on the Board of DLF, which is a 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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
1.68 |
6.29 |
6.68 |
7.22 |
|
Total income |
1.68 |
6.29 |
6.68 |
7.22 |
|
Total expenditure |
0.39 |
0.41 |
0.53 |
0.28 |
|
Profit before depreciation, interest and tax |
1.29 |
5.88 |
6.15 |
6.94 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
1.29 |
5.88 |
6.15 |
6.94 |
|
#Provision for tax |
0.43 |
0.38 |
0.57 |
- |
|
Profit after tax |
0.86 |
5.50 |
5.58 |
6.94 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
11.20 |
11.20 |
11.20 |
11.20 |
|
#Reserves and surplus (excluding revaluation reserves) |
15.31 |
16.30 |
17.33 |
24.27 |
|
Net worth |
26.51 |
27.50 |
28.53 |
35.47 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
10.00 |
4.00 |
- |
|
Total |
26.51 |
37.50 |
32.53 |
35.47 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
12.06 |
29.06 |
23.31 |
23.31 |
|
Net current assets |
14.45 |
8.44 |
9.22 |
12.16 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
26.51 |
37.50 |
32.53 |
35.47 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
|
|
|
| |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
22.03 |
24.33 |
26.38 | |
|
Return on net worth (%) |
5.48 |
5.69 |
5.81 | |
|
Book value per share (Rs.) |
402.15 |
427.51 |
453.89 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.45 |
4.34 |
4.07 |
4.47 |
|
Total income |
0.45 |
4.34 |
4.07 |
4.47 |
|
Total expenditure |
0.45 |
0.45 |
0.45 |
0.38 |
|
Profit before depreciation, interest and tax |
- |
3.89 |
3.62 |
4.09 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
- |
3.89 |
3.62 |
4.09 |
|
#Provision for tax |
- |
0.21 |
0.19 |
- |
|
Profit after tax |
- |
3.68 |
3.43 |
4.09 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
6.21 |
6.21 |
5.31 |
5.31 |
|
#Reserves and surplus (excluding revaluation reserves) |
13.44 |
14.56 |
15.66 |
19.75 |
|
Net worth |
19.65 |
20.77 |
20.97 |
25.06 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
3.00 |
3.00 |
- |
|
Total |
19.65 |
23.77 |
23.97 |
25.06 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
8.95 |
19.05 |
19.04 |
19.04 |
|
Net current assets |
10.70 |
4.72 |
4.93 |
6.02 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
19.65 |
23.77 |
23.97 |
25.06 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
- |
435.48 |
354.84 | |
|
Return on net worth (%) |
- |
9.08 |
6.89 | |
|
Book value per share (Rs.) |
4,435.48 |
4,796.77 |
5,151.61 | |
*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.
- Universal Management & Sales 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 08.07.1963. 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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.08 |
0.54 |
0.57 |
0.51 |
|
Total income |
0.08 |
0.54 |
0.57 |
0.51 |
|
Total expenditure |
0.34 |
0.38 |
0.51 |
0.36 |
|
Profit/(Loss) before depreciation, interest and tax |
(0.26) |
0.16 |
0.06 |
0.15 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit/(Loss) before tax |
(0.26) |
0.16 |
0.06 |
0.15 |
|
#Provision for tax |
- |
0.02 |
0.03 |
- |
|
Profit/(Loss) after tax |
(0.26) |
0.14 |
0.03 |
0.15 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
6.33 |
6.33 |
6.33 |
6.33 |
|
#Reserves and surplus (excluding revaluation reserves) |
0.94 |
1.08 |
1.15 |
1.30 |
|
Net worth |
7.27 |
7.41 |
7.48 |
7.63 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
1.00 |
1.00 |
- |
- |
|
Total |
8.27 |
8.41 |
7.48 |
7.63 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
1.28 |
2.58 |
2.55 |
2.55 |
|
Net current assets |
6.99 |
5.83 |
4.93 |
5.08 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
8.27 |
8.41 |
7.48 |
7.63 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
- |
13.93 |
2.99 | |
|
Return on net worth (%) |
- |
6.70 |
1.39 | |
|
Book value per share (Rs.) |
194.03 |
207.96 |
214.93 | |
# 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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
1.44 |
2.14 |
1.99 |
1.64 |
|
Total income |
1.44 |
2.14 |
1.99 |
1.64 |
|
Total expenditure |
1.35 |
1.72 |
1.62 |
1.55 |
|
Profit before depreciation, interest and tax |
0.09 |
0.42 |
0.37 |
0.09 |
|
Depreciation |
0.02 |
0.02 |
0.02 |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
0.07 |
0.40 |
0.35 |
0.09 |
|
#Provision for tax |
0.33 |
0.43 |
0.40 |
- |
|
*Profit/(Loss) after tax |
(0.26) |
(0.03) |
(0.05) |
0.09 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
0.55 |
0.55 |
0.15 |
0.15 |
|
#Reserves and surplus (excluding revaluation reserves) |
35.79 |
35.76 |
35.78 |
35.87 |
|
Net worth |
36.34 |
36.31 |
35.93 |
36.02 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
- |
0.40 |
0.40 |
|
Total |
36.34 |
36.31 |
36.33 |
36.42 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
0.10 |
0.08 |
0.06 |
0.06 |
|
Investments |
20.54 |
22.54 |
22.29 |
22.29 |
|
Net current assets |
15.70 |
13.69 |
13.98 |
14.07 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
36.34 |
36.31 |
36.33 |
36.42 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
- |
- |
- | |
|
Return on net worth (%) |
- |
- |
- | |
|
Book value per share (Rs.) |
239.57 |
239.37 |
239.50 | |
# 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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
3.20 |
23.55 |
26.82 |
27.73 |
|
Total income |
3.20 |
23.55 |
26.82 |
27.73 |
|
Total expenditure |
0.59 |
0.75 |
0.84 |
0.49 |
|
Profit before depreciation, interest and tax |
2.61 |
22.80 |
25.98 |
27.24 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
2.61 |
22.80 |
25.98 |
27.24 |
|
#Provision for tax |
0.28 |
0.64 |
2.36 |
- |
|
Profit after tax |
2.33 |
22.16 |
23.62 |
27.24 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
49.99 |
49.99 |
49.99 |
49.99 |
|
#Reserves and surplus (excluding revaluation reserves) |
35.90 |
40.44 |
46.47 |
73.71 |
|
Net worth |
85.89 |
90.43 |
96.46 |
123.70 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
52.00 |
35.50 |
6.50 |
|
Total |
85.89 |
142.43 |
131.96 |
130.20 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
64.58 |
132.09 |
123.24 |
123.24 |
|
Net current assets |
21.31 |
10.34 |
8.72 |
6.96 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
85.89 |
142.43 |
131.96 |
130.20 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
233.00 |
457.00 |
603.00 | |
|
Return on net worth (%) |
6.31 |
11.03 |
12.70 | |
|
Book value per share (Rs.) |
3,690.00 |
4,144.00 |
4,747.00 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.49 |
3.63 |
4.16 |
4.19 |
|
Total income |
0.49 |
3.63 |
4.16 |
4.19 |
|
Total expenditure |
0.32 |
0.38 |
0.40 |
0.40 |
|
Profit before depreciation, interest and tax |
0.17 |
3.25 |
3.76 |
3.79 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
0.17 |
3.25 |
3.76 |
3.79 |
|
#Provision for tax |
0.07 |
0.09 |
0.34 |
- |
|
Profit after tax |
0.10 |
3.16 |
3.42 |
3.79 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
11.00 |
11.00 |
11.00 |
11.00 |
|
#Reserves and surplus (excluding revaluation reserves) |
13.96 |
14.35 |
14.97 |
18.76 |
|
Net worth |
24.96 |
25.35 |
25.97 |
29.76 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
9.00 |
8.00 |
4.00 |
|
Total |
24.96 |
34.35 |
33.97 |
33.76 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
17.36 |
27.56 |
27.56 |
27.56 |
|
Net current assets |
7.60 |
6.79 |
6.41 |
6.20 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
24.96 |
34.35 |
33.97 |
33.76 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
10.00 |
38.00 |
64.00 | |
|
Return on net worth (%) |
0.67 |
2.48 |
4.01 | |
|
Book value per share (Rs.) |
1,496.00 |
1,535.00 |
1,597.00 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
1.08 |
2.63 |
2.79 |
2.37 |
|
Total income |
1.08 |
2.63 |
2.79 |
2.37 |
|
Total expenditure |
0.52 |
0.67 |
0.73 |
0.36 |
|
Profit before depreciation, interest and tax |
0.56 |
1.96 |
2.06 |
2.01 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
0.56 |
1.96 |
2.06 |
2.01 |
|
#Provision for tax |
0.16 |
0.13 |
0.18 |
- |
|
Profit after tax |
0.40 |
1.83 |
1.88 |
2.01 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
6.45 |
6.45 |
6.45 |
6.45 |
|
#Reserves and surplus (excluding revaluation reserves) |
14.95 |
15.19 |
15.47 |
17.48 |
|
Net worth |
21.40 |
21.64 |
21.92 |
23.93 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
4.00 |
4.00 |
1.00 |
|
Total |
21.40 |
25.64 |
25.92 |
24.93 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
12.60 |
18.40 |
18.40 |
18.40 |
|
Net current assets |
8.80 |
7.24 |
7.52 |
6.53 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
21.40 |
25.64 |
25.92 |
24.93 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
40.00 |
24.00 |
29.00 | |
|
Return on net worth (%) |
2.51 |
1.48 |
1.76 | |
|
Book value per share (Rs.) |
1,595.00 |
1,619.00 |
1,647.00 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.23 |
1.33 |
1.45 |
1.40 |
|
Total income |
0.23 |
1.33 |
1.45 |
1.40 |
|
Total expenditure |
0.31 |
0.40 |
0.40 |
0.37 |
|
Profit/(Loss) before depreciation, interest and tax |
(0.08) |
0.93 |
1.05 |
1.03 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit/(Loss) before tax |
(0.08) |
0.93 |
1.05 |
1.03 |
|
#Provision for tax |
- |
0.06 |
0.09 |
- |
|
Profit/(Loss) after tax |
(0.08) |
0.87 |
0.96 |
1.03 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
4.87 |
4.87 |
4.87 |
4.87 |
|
#Reserves and surplus (excluding revaluation reserves) |
8.94 |
8.92 |
8.91 |
9.94 |
|
Net worth |
13.81 |
13.79 |
13.78 |
14.81 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
3.00 |
- |
- |
|
Total |
13.81 |
16.79 |
13.78 |
14.81 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
7.45 |
10.75 |
6.25 |
6.25 |
|
Net current assets |
6.36 |
6.04 |
7.53 |
8.56 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
13.81 |
16.79 |
13.78 |
14.81 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
- |
- |
7.00 | |
|
Return on net worth (%) |
- |
- |
0.71 | |
|
Book value per share (Rs.) |
994.00 |
992.00 |
991.00 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.31 |
0.55 |
0.54 |
0.43 |
|
Total income |
0.31 |
0.55 |
0.54 |
0.43 |
|
Total expenditure |
0.25 |
0.31 |
0.28 |
0.22 |
|
Profit before depreciation, interest and tax |
0.06 |
0.24 |
0.26 |
0.21 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
0.06 |
0.24 |
0.26 |
0.21 |
|
#Provision for tax |
0.02 |
0.06 |
0.06 |
- |
|
Profit after tax |
0.04 |
0.18 |
0.20 |
0.21 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
12.65 |
12.65 |
12.65 |
12.65 |
|
#Reserves and surplus (excluding revaluation reserves) |
(0.31) |
(0.15) |
0.06 |
0.27 |
|
Net worth |
12.34 |
12.50 |
12.71 |
12.92 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
0.30 |
0.30 |
- |
|
Total |
12.34 |
12.80 |
13.01 |
12.92 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
1.12 |
1.93 |
1.93 |
1.93 |
|
Net current assets |
11.22 |
10.87 |
11.08 |
10.99 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
12.34 |
12.80 |
13.01 |
12.92 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
|
|
|
| |
|
Dividend (%) |
- |
- |
- | |
|
Earning per share(Rs.) |
0.03 |
0.14 |
0.16 | |
|
Return on net worth (%) |
0.32 |
1.44 |
1.57 | |
|
Book value per share(Rs.) |
9.75 |
9.88 |
10.05 | |
# 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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.31 |
0.41 |
0.44 |
0.14 |
|
Total income |
0.31 |
0.41 |
0.44 |
0.14 |
|
Total expenditure |
0.20 |
0.24 |
0.23 |
0.17 |
|
Profit/(Loss) before depreciation, interest and tax |
0.11 |
0.17 |
0.21 |
(0.03) |
|
Depreciation |
0.21 |
0.20 |
0.19 |
- |
|
Interest |
- |
- |
- |
- |
|
Profit/(Loss) before tax |
(0.10) |
(0.03) |
0.02 |
(0.03) |
|
#Provision for tax |
0.11 |
0.14 |
0.13 |
- |
|
Profit/(Loss) after tax |
(0.21) |
(0.17) |
(0.11) |
(0.03) |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
8.50 |
8.50 |
8.50 |
8.50 |
|
#Reserves and surplus (excluding revaluation reserve) |
(3.75) |
(3.92) |
(4.03) |
(4.06) |
|
Net worth |
4.75 |
4.58 |
4.47 |
4.44 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
2.55 |
2.65 |
2.65 |
2.55 |
|
Total |
7.30 |
7.23 |
7.12 |
6.99 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
4.08 |
3.88 |
3.68 |
3.68 |
|
Investments |
0.39 |
0.79 |
0.80 |
0.80 |
|
Net current assets |
2.83 |
2.56 |
2.64 |
2.51 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
7.30 |
7.23 |
7.12 |
6.99 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
- |
- |
- | |
|
Return on net worth (%) |
- |
- |
- | |
|
Book value per share (Rs.) |
5.59 |
5.39 |
5.26 | |
# 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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
8.28 |
10.75 |
10.00 |
7.55 |
|
Other income |
- |
0.17 |
0.14 |
0.10 |
|
Total income |
8.28 |
10.92 |
10.14 |
7.65 |
|
Total expenditure |
7.84 |
9.19 |
9.77 |
7.66 |
|
Profit/(Loss) before depreciation, interest and tax |
0.44 |
1.73 |
0.37 |
(0.01) |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit/(Loss) before tax |
0.44 |
1.73 |
0.37 |
(0.01) |
|
#Provision for tax |
0.05 |
0.32 |
0.09 |
- |
|
Profit/(Loss) after tax |
0.39 |
1.41 |
0.28 |
(0.01) |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
1.65 |
1.65 |
1.65 |
1.65 |
|
#Reserves and surplus (excluding revaluation reserve) |
0.55 |
1.98 |
2.26 |
2.25 |
|
Net worth |
2.20 |
3.63 |
3.91 |
3.90 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
1.00 |
- |
6.00 |
6.00 |
|
Total |
3.20 |
3.63 |
9.91 |
9.90 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
0.70 |
1.00 |
7.00 |
6.99 |
|
Net current assets |
2.50 |
2.63 |
2.91 |
2.91 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
3.20 |
3.63 |
9.91 |
9.90 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
Dividend (%) |
- |
- |
- | |
|
Earning per share (Rs.) |
2.36 |
8.54 |
1.69 | |
|
Return on net worth (%) |
17.73 |
38.84 |
7.16 | |
|
Book value per share (Rs.) |
13.32 |
21.97 |
23.67 | |
# 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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
2.22 |
29.22 |
33.98 |
35.72 |
|
Total income |
2.22 |
29.22 |
33.98 |
35.72 |
|
Total expenditure |
3.68 |
3.05 |
0.46 |
0.45 |
|
Profit/(Loss) before depreciation, interest and tax |
(1.46) |
26.17 |
33.52 |
35.27 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
1.60 |
1.60 |
1.60 |
- |
|
Profit/(Loss) before tax |
(3.06) |
24.57 |
31.92 |
35.27 |
|
#Provision for tax |
- |
0.18 |
2.51 |
- |
|
**Profit/(Loss) after tax |
(3.06) |
24.39 |
29.41 |
35.27 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
50.00 |
50.00 |
50.00 |
50.00 |
|
#Reserves and surplus (excluding revaluation reserves) |
14.98 |
16.77 |
20.70 |
55.97 |
|
Net worth |
64.98 |
66.77 |
70.70 |
105.97 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
41.55 |
114.97 |
110.39 |
74.70 |
|
Total |
106.53 |
181.74 |
181.09 |
180.67 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
87.00 |
174.00 |
174.00 |
174.00 |
|
Net current assets |
19.53 |
7.74 |
7.09 |
6.67 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
106.53 |
181.74 |
181.09 |
180.67 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
60.00 |
70.00 | |
|
Earning per share (Rs.) |
- |
73.84 |
91.70 | |
|
Return on net worth (%) |
- |
46.24 |
52.81 | |
|
Book value per share (Rs.) |
153.30 |
159.67 |
173.65 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.23 |
6.43 |
7.87 |
8.21 |
|
Total income |
0.23 |
6.43 |
7.87 |
8.21 |
|
Total expenditure |
0.33 |
0.40 |
0.39 |
0.42 |
|
Profit/(Loss) before depreciation, interest and tax |
(0.10) |
6.03 |
7.48 |
7.79 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit/(Loss) before tax |
(0.10) |
6.03 |
7.48 |
7.79 |
|
#Provision for tax |
- |
0.15 |
0.69 |
- |
|
Profit/(Loss) after tax |
(0.10) |
5.88 |
6.79 |
7.79 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
22.15 |
22.15 |
22.15 |
22.15 |
|
#Reserves and surplus (excluding revaluation reserves) |
4.81 |
6.00 |
6.96 |
14.76 |
|
Net worth |
26.96 |
28.15 |
29.11 |
36.91 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
19.00 |
18.00 |
10.50 |
|
Total |
26.96 |
47.15 |
47.11 |
47.41 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
21.46 |
41.45 |
41.45 |
41.45 |
|
Net current assets |
5.50 |
5.70 |
5.66 |
5.96 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
26.96 |
47.15 |
47.11 |
47.41 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
20.00 |
26.00 | |
|
Earning per share (Rs.) |
- |
29.14 |
34.34 | |
|
Return on net worth (%) |
- |
21.70 |
24.57 | |
|
Book value per share (Rs.) |
127.47 |
134.27 |
139.76 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.58 |
6.49 |
7.87 |
8.21 |
|
Total income |
0.58 |
6.49 |
7.87 |
8.21 |
|
Total expenditure |
0.39 |
0.40 |
0.39 |
0.42 |
|
Profit before depreciation, interest and tax |
0.19 |
6.09 |
7.48 |
7.79 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit before tax |
0.19 |
6.09 |
7.48 |
7.79 |
|
#Provision for tax |
0.07 |
0.17 |
0.69 |
- |
|
Profit after tax |
0.12 |
5.92 |
6.79 |
7.79 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
25.10 |
25.10 |
25.10 |
25.10 |
|
#Reserves and surplus (excluding revaluation reserves) |
4.88 |
6.62 |
7.60 |
15.39 |
|
Net worth |
29.98 |
31.72 |
32.70 |
40.49 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
18.00 |
17.00 |
9.50 |
|
Total |
29.98 |
49.72 |
49.70 |
49.99 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
24.06 |
44.06 |
44.06 |
44.06 |
|
Net current assets |
5.92 |
5.66 |
5.64 |
5.93 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
29.98 |
49.72 |
49.70 |
49.99 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
15.00 |
22.00 | |
|
Earning per share (Rs.) |
0.59 |
25.21 |
29.48 | |
|
Return on net worth (%) |
0.48 |
19.02 |
21.47 | |
|
Book value per share (Rs.) |
123.97 |
132.52 |
137.33 | |
*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
|
Profit and Loss Statement |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
Period ended 31.12.2001 |
|
|
|
|
|
(unaudited) |
|
Income from operations |
- |
- |
- |
- |
|
Other income |
0.21 |
6.42 |
7.86 |
8.21 |
|
Total income |
0.21 |
6.42 |
7.86 |
8.21 |
|
Total expenditure |
0.32 |
0.40 |
0.41 |
0.42 |
|
Profit/(Loss) before depreciation, interest and tax |
(0.11) |
6.02 |
7.45 |
7.79 |
|
Depreciation |
- |
- |
- |
- |
|
Interest |
- |
- |
- |
- |
|
Profit/(Loss) before tax |
(0.11) |
6.02 |
7.45 |
7.79 |
|
#Provision for tax |
- |
0.14 |
0.68 |
- |
|
Profit/(Loss) after tax |
(0.11) |
5.88 |
6.77 |
7.79 |
|
|
|
|
|
Amount in Rs. lacs |
|
Balance sheet statement |
As on |
As on |
As on |
As on |
|
|
31.03.1999 |
31.03.2000 |
31.03.2001 |
31.12.2001 (unaudited) |
|
Sources of funds |
|
|
|
|
|
Paid-up share capital |
22.05 |
22.05 |
22.05 |
22.05 |
|
#Reserves and surplus (excluding revaluation reserves) |
4.91 |
6.15 |
7.10 |
14.89 |
|
Net worth |
26.96 |
28.20 |
29.15 |
36.94 |
|
Secured loans |
- |
- |
- |
- |
|
Unsecured Loans |
- |
20.00 |
18.00 |
10.50 |
|
Total |
26.96 |
48.20 |
47.15 |
47.44 |
|
Uses of funds |
|
|
|
|
|
Net fixed assets |
- |
- |
- |
- |
|
Investments |
21.51 |
41.51 |
41.52 |
41.52 |
|
Net current assets |
5.45 |
6.69 |
5.63 |
5.92 |
|
Total miscellaneous expenditure not written off |
- |
- |
- |
- |
|
Total |
26.96 |
48.20 |
47.15 |
47.44 |
|
|
|
|
|
|
|
Other financial data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 | |
|
*Dividend (%) |
- |
20.00 |
26.00 | |
|
Earning per share (Rs.) |
- |
29.39 |
34.52 | |
|
Return on net worth (%) |
- |
21.70 |
24.50 | |
|
Book value per share (Rs.) |
128.28 |
135.43 |
140.91 | |
*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.
- Merger / Amalgamation of 25 Companies with Nilgiri Cultivations Private Limited ("NCPL"):-
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’: -
- Aravali Cultivations Limited;
- Dreamland Agro Industries Limited;
- Hansalaya Builders & Developers Limited;
- Kum Kum Cultivations Limited;
- Madhur Cultivations Limited;
- Manak Estates Private Limited;
- Manavsthali Estates Limited;
- Menaka Agro Farming Company Limited;
- Moonlight Builders & Developers Limited;
- Sunrise Land & Housing Company Limited;
- Pracheen Krishi Udyog Limited;
- Prashant Krishi Udyog Limited;
- Renkon Estates & Farms Limited;
- Satyaveer Estates Limited;
- Surbhi Farming Company Limited;
- Suvidha Agro Products Limited;
- Swastha Builders Limited;
- Vidhur Cultivations Limited;
- Vikalpa Agro Industries Private Limited;
- Vipul Vaibhav Agro Developers Limited;
- Vishram Agro Farms Limited;
- Navsansar Agro Products Private Limited;
- Oskar Farming Company Private Limited;
- Queensdale Cultivations Private Limited; and
- Vaishali Cultivations Private Limited.
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.
- Merger/Amalgamation of 14 Companies with DLF Housing and Construction Limited ("DHCL"):-
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: -
- Anurag Construction Company Limited;
- Apollo Land & Housing Company Limited;
- Bhagirathi Investments Private Limited;
- DLF Engineering Projects Limited;
- DLF Exports Limited;
- DLF General Finance Limited;
- DLF Housing Finance Limited;
- DLF Industrial Finance & Leasing Company Limited;
- Delhi Land & Finance Limited;
- Instant Batteries Limited;
- Kavicon Agro Farming Company Private Limited;
- Landsdale Estates Limited;
- Paragon Real Estates and Apartments Limited; and
- Vee Dee Investment and Agencies Limited.
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
|
Profit and Loss Statement |
For 18 months ended 31.03.1999 |
For the year ended 31.03.2000 |
For the year ended 31.03.2001 |
For period ended 31.12.2001 (unaudited) |
|
Income from operations |
19593 |
18439 |
17999 |
22941 |
|
Other Income |
2989 |
6905 |
6589 |
2201 |
|
Total Income |
22582 |
25344 |
24588 |
25142 |
|
Total Expenditure |
9407 |
10375 |
17123 |
20740 |
|
Profit before depreciation interest and tax |
13175 |
14969 |
7465 |
4402 |
|
Depreciation |
241 |
579 |
681 |
348 |
|
Interest |
9723 |
8359 |
3649 |
1661 |
|
Profit before Tax |
3211 |
6031 |
3135 |
2393 |
|
#Provision for Tax |
669 |
850 |
425 |
-- |
|
Profit After tax |
2542 |
5181 |
2710 |
2393 |
Amount in Rs. lacs
|
Balance Sheet Statement |
As on 31.03.1999 |
As on 31.03.2000 |
As on 31.03.2001 |
As on 31.12.2001 (unaudited) |
|
Sources of Funds |
|
|
|
|
|
Paid up share capital |
351 |
351 |
351 |
351 |
|
#Reserves and surplus (excluding revaluation reserves) |
7305 |
19318 |
21730 |
24123 |
|
Net Worth |
7656 |
19669 |
22081 |
24474 |
|
Capital Reserve |
1219 |
1219 |
1219 |
1219 |
|
Secured loans |
41175 |
27419 |
8287 |
4479 |
|
Unsecured Loans |
1399 |
2919 |
1705 |
1182 |
|
Total |
51449 |
51226 |
33292 |
31354 |
|
Uses of Funds |
|
|
|
|
|
Net fixed assets |
1826 |
4455 |
3114 |
2210 |
|
Investments |
6513 |
10928 |
15842 |
16247 |
|
Net Current assets |
43110 |
35843 |
14336 |
12897 |
|
Miscellaneous expenditure not written off |
|
|
|
|
|
Total |
51449 |
51226 |
33292 |
31354 |
|
Other Financial Data |
Year ended 31.03.1999 |
Year ended 31.03.2000 |
Year ended 31.03.2001 |
|
Dividend (%) |
30 |
30 |
40 |
|
Earning per share (Rs.)-annualised |
48.30 |
147.69 |
77.25 |
|
Return on net worth (%)-annualised |
22.13 |
26.34 |
12.27 |
|
Book value per share (Rs.) |
218.24 |
560.69 |
629.45 |
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
|
Profit and Loss Statement |
For the financial year (15 months) ended 30.09.1996 |
For the Income tax year from 01.04.1996 to 31.03.1997 (12months) |
|
Income from operations |
9441 |
12034 |
|
Other Income |
3337 |
1964 |
|
Total Income |
12778 |
13998 |
|
Total Expenditure |
8133 |
8845 |
|
Profit before depreciation interest and tax |
4645 |
5153 |
|
Depreciation |
146 |
126 |
|
Interest |
3040 |
3806 |
|
Profit before Tax |
1459 |
1221 |
|
#Provision for Tax |
336 |
339 |
|
Profit After tax |
1123 |
882 |
Amount in Rs. lacs
|
Balance Sheet Statement |
As on 30.09.1996 |
As on 31.03.1997 |
|
Sources of Funds |
|
|
|
Paid up share capital |
351 |
351 |
|
#Reserves and surplus (excluding revaluation reserves) |
3057 |
4828 |
|
Capital Reserve |
234 |
1219 |
|
Net Worth |
3642 |
6398 |
|
Secured loans |
11086 |
16996 |
|
Unsecured Loans |
6953 |
6893 |
|
Total |
21681 |
30287 |
|
Uses of Funds |
|
|
|
Net fixed assets |
1093 |
1675 |
|
Investments |
5383 |
5403 |
|
Net Current assets |
15205 |
23209 |
|
Miscellaneous expenditure not written off |
- |
- |
|
Total |
21681 |
30287 |
|
Other Financial Data |
15 months ended 30.09.1996 |
For the Income tax year from 01.04.1996 to 31.03.1997 (12 months) |
|
Dividend (%) |
25 |
25 |
|
Earning per share (Rs.)-annualised |
25.61 |
25.15 |
|
Return on net worth (%)-annualised |
24.67 |
13.79 |
|
Book value per share (Rs.) |
103.82 |
182.39 |
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
|
Shareholders’Category |
Shareholding and voting rights prior to agreement/acquisition and offer (A) |
Shares/voting rights agreed to be acquired which triggered off the Regulations (B) |
Shares/voting rights to be acquired in open offer (assuming full acceptances) (C) |
Shareholding/voting rights after the acquisition and offer (A)+(B)+(C)
(D) |
||||
|
|
No. |
% |
No. |
% |
No. |
% |
No. |
% |
|
Acquirers Shri Rajiv Singh*
|
50297
|
1.43
|
|
|
316237 |
9.01 |
3508007 |
100 |
|
DLF Investments Pvt. Ltd. Vishal Foods and Investments Pvt. Ltd Raisina Agencies & Investments Pvt. Ltd. Renkon Agencies Pvt. Ltd. Realest Builders and Services Ltd. PACs Prem Traders & Investments Pvt. Ltd. Jhandewalan Ancillaries and Investments Pvt. Ltd. Universal Management & Sales Pvt. Ltd. Savitri Studs & Farming Company Pvt. Ltd. Panchsheel Investment Company Rajdhani Investments & Agencies Pvt. Ltd. Buland Consultants & Investment Pvt. Ltd. Haryana Electrical Udyog Pvt. Ltd. Megha Estates Pvt. Ltd. Lyndale Estates Pvt. Ltd. Macknion Estates Pvt. Ltd. Sidhant Housing and Development Company Madhur Housing and Development Company Kohinoor Real Estates Company Mallika Housing Company |
75270
146684
138948
Nil
Nil
169470
100900
12399
19510
674380
101668
57700
32185
7350
3300
2498
870000
200000
200000
200000 |
2.15
4.18
3.96
Nil
Nil
4.83
2.88
.35
.56
19.22
2.9
1.64
.92
.21
.09
.07
24.80
5.70
5.70
5.70 |
|
|
|
|
|
|
|
Shri K.P.Singh* Smt. Indira K.P.Singh* Smt.Renuka Talwar* Miss Pia Singh* Smt. Kavita Singh*
|
23775
9169
3500 45400 47367
|
.68
.26
.1 1.29 1.35 |
|
|
|
|
|
|
|
TOTAL |
3191770 |
#90.99 |
|
|
|
|
|
|
|
Public i. New India Assurance Co. Ltd. |
10000 |
.28 |
|
|
|
|
|
|
|
ii.Others |
306237 |
8.73 |
||||||
|
Total |
3508007 |
100 |
|
|
316237 |
9.01 |
3508007 |
100 |
* 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
- The shares of DLF are listed / permitted to trade at the DSE.
- The annualised trading turnover during the preceding 6 calendar months prior to 08.04.1997 (i.e. the reference date specified by SEBI) is as under:
|
Name of Stock Exchange |
Total No. of shares traded during the 6 calendar months prior to 08.04.1997 (i.e the reference date specified by SEBI for determining the frequency of trading of shares) |
Total No. of listed shares |
Annualised trading turnover (in terms of % to total listed shares) |
|
DSE |
8350 |
3508007 |
0.48 |
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
- The total fund requirements for the acquisition of 3,16,237 shares at Rs.320/- (Rs. 182/- arrived at as per the Regulations and Rs. 138/- as interest) is Rs.10,11,95,840/- (Rupees Ten Crores Eleven Lacs Ninety Five Thousand Eight Hundred and Forty only). In accordance with Regulation 28 of the Regulations, the Acquirers have created an Escrow Account in the form of a bank guarantee, issued by ICICI Bank Ltd, Connaught Place Branch, New Delhi, which is not an associate of or group of the Acquirers or DLF, valid for the period commencing from the date of the Public Announcement upto Saturday, 31st August, 2002, in favour of "Doogar & Associates Limited", Manager to the Offer, for an amount of Rs. 2,52,98,960/- (Rupees Two Crores Fifty Two Lacs Ninety Eight Thousand Nine Hundred and Sixty only) being 25% of the total consideration payable to shareholders under the offer. Further, the Acquirers have also made a cash deposit of Rs. 10,11,960/- (Rupees Ten Lacs Eleven Thousand Nine Hundred and Sixty only) with Bank of Baroda, East of Kailash Branch, New Delhi-65, being 1% of the total consideration payable as and by way of security for the fulfilment of the obligations in terms of Regulation 28(10) of the Regulations. The amount for the Escrow Account and cash deposit of 1% by way of security is provided by Realest Builders and Services Limited, one of the Acquirers.
- The Acquirers have made firm financial arrangements to meet the obligation under the offer in full. As per the Net Worth Certificates issued by Shri Ajay Gupta (Membership No.89279) of Ajay Om & Associates (Chartered Accountants), BM – 23, (Poorvi), Shalimar Bagh, Delhi, Telephone (011) 7490785 & Fax No. (011) 7490336 the Net Worth of all the Acquirers is Rs.11,97,56,887/- (Rupees Eleven Crores Ninety Seven Lacs Fifty Six Thousand Eight Hundred and Eighty Seven Only).Further, as per the Certificates there are adequate liquid funds to finance the purchase of all the shares for which the present offer is being made.
- The funds for the purchase of shares that would be tendered pursuant to this Offer shall be provided for by one or more of the Acquirers viz. Shri Rajiv Singh, DLF Investments Pvt. Ltd., Vishal Foods and Investments Pvt. Ltd., Raisina Agencies & Investments Pvt. Ltd., Renkon Agencies Pvt. Ltd., and Realest Builders and Services Ltd.
- The Acquirers have authorized D & A, to operate and realize the value of the Escrow Account in terms of the Regulations.
- In terms of Regulation 28(13), in case of non-fulfillment of obligations by the Acquirers, D & A shall ensure realisation by way of invocation of bank guarantee.
- D & A has satisfied itself about the Acquirers’ ability to implement the offer in accordance with the Regulations.
6. TERMS AND CONDITIONS OF THE OFFER
6.1 Applications which are complete in all respect and which reach the Registrar to the Offer on or before the date of closure of offer i.e. 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:
- Approval from RBI under FEMA to purchase shares from non-resident shareholders, if any.
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.
- The Offer would be subject to all other statutory approvals that may become applicable at a later date before the completion of offer.
- The Acquirers will make the requisite application to RBI to obtain permission for the acquisition of shares from the non-resident shareholders.
7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER
- The shareholders/ beneficial owners/ unregistered owners of shares of DLF are eligible to participate in the offer anytime before the closure of the offer by sending the documents mentioned below either by Registered Post, Courier or Hand Delivery to the Registrar to the Offer viz.: MCS Limited, Srivenkatesh Bhavan, 212-A, Shahpurjat, New Delhi – 110 049, Telephone No. 6494830, Fax: (011) 6494152, email: mcsdel@ndf.vsnl.net.in on or before the date of closure of the Offer i.e. July 20,2002.
Documents to be enclosed:
In case of Registered shareholders
- Form of Acceptance duly signed and complete in all respect in accordance with the instructions contained therein, by all shareholders whose names appears on the share certificates.
- Original Share Certificate(s)
- Shares transfer deed(s), complete in all respect and duly signed by all the registered shareholders. In case of joint shareholding, the deed is to be signed in the same order and as per the specimen signature registered with DLF, duly witnessed at the appropriate place. Find enclosed along with this Letter of Offer a blank share transfer deed to be utilised for this purpose.
In case of Beneficial Owners (i.e. those shareholders who hold shares in dematerialised form)
- Form of Acceptance duly signed and complete in all respect in accordance with the instructions contained therein.
- Photocopy of the delivery instructions in "Off- market" mode or counterfoil of the delivery instructions in "Off-market" mode, duly acknowledged by the DP in favour of special depository account opened by MCS Limited, the Registrar to the Offer, with CDSL styled as "MCS Limited - Escrow Account Open Offer for Shares of DLF". The DP ID is 010101 and the Beneficiary Client ID is 1601010100003540.
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
- Plain paper stating the Name, Address, No. of shares held, No. of shares offered, Distinctive Nos., Folio No.
- Original Share Certificate(s)
- Shares transfer deed(s), complete in all respect and duly signed.
- Original contract note issued by the broker through whom they have acquired their shares.
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
- Eligible persons to the offer may also download a copy of Form of Acceptance, which is available on SEBI's website at www.sebi.gov.in and can apply for the offer in such downloaded form.
- In the event of non-receipt of Letter of Offer, the eligible persons may send application on plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No. along with all documents as mentioned above, so as to reach the Registrar to the Offer on or before the date of closure of the offer i.e. July 20, 2002 or in case of beneficial owners (those shareholders who hold shares in dematerialised form) may send the application in writing to the Registrar to the Offer on a plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, the name of the DP, DP ID No., beneficiary account number with a photocopy of the delivery instructions in "Off-market" mode or counterfoil of the delivery instructions in "Off-market" mode, duly acknowledged by the DP in favour of special depository account so as reach the Registrar to the Offer on or before the closure of the Offer i.e. July 20, 2002.
- 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. 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.
- The Registrar to the Offer will hold in trust the Shares/share certificate(s), shares lying in credit of the special depository account, Form of Acceptance, if any, and the transfer deed(s), till the Acquirers complete their offer obligations in terms of the Regulations.
- The payment of consideration for the applications accepted will be made by crossed account payee cheque /demand draft/ pay order. The intimation regarding acceptance of applications and payment of consideration will be dispatched to the shareholders by registered post at the shareholders’ sole risk. In case of joint holder(s), the cheques / demand draft will be drawn in the name of the first holder and in case of unregistered owners of shares the consideration will be paid to the person whose name is stated in the contract note.
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;
- Certificate of incorporation, Memorandum of Association and Articles of Association of all Acquirer/PACs companies and DLF.
- Net worth Certificate issued by Chartered Accountant for individual acquirer.
- Net worth certificates issued by Chartered Accountant certifying the adequacy of financial resources with the Acquirers to fulfil the open offer obligations.
- Audited Annual Reports of the Acquirers/PACs Companies and DLF for the financial year 1996, 1997, 1999, 2000 and 2001.
- Copy of the Bank Guarantee in favour of the Manager to the Offer created for the escrow account.
- A letter from the Bank confirming the amount kept in Escrow Account and that D & A is authorised to operate it.
- Published copy of the Public Announcement dated 10th April, 2002 and the copy of the Corrigendum dated 13.06.2002 to the Public Announcement.
- A copy of the agreement entered with DP for opening special depository account for the purpose of the Offer.
- DECLARATION BY THE ACQUIRERS/PACs
- The Acquirers and PACs (the Directors where they are Companies) accept full responsibility for the information contained in this Letter of Offer.
- Each of the Acquirers/ PACs would be severally and jointly responsible for ensuring compliance with the Regulations.
- D&A ensures that Shri Rajiv Singh is duly and legally authorised by the Acquirers and PACs to sign this Letter of 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.____
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Total Number of equity shares |
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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.
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No. of shares offered |
Name of Beneficial owner |
DP Name |
DP ID |
Client ID |
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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:
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1st Shareholder |
2nd Shareholder |
3rd Shareholder |
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PAN/GIR No. |
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Yours faithfully,
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Full name (s) of the holder |
Signature | |
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First/Sole Shareholder |
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Joint Shareholder 2 |
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Joint Shareholder 3 |
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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.
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Name of the Bank (specify Branch) ____________ Account Number________________ Savings/Current/Others (please specify)________________________. |
-----------------------------------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
- Form of Acceptance duly signed and complete in all respect in accordance with the instructions contained therein, by all shareholders whose names appears on the share certificates.
- Original Share Certificate(s)
- Shares transfer deed(s), complete in all respect and duly signed by all the registered shareholders. In case of joint shareholding, the deed is to be signed in the same order and as per the specimen signature registered with DLF, duly witnessed at the appropriate place. Find enclosed along with this Letter of Offer a blank share transfer deed to be utilised for this purpose.
In case of Unregistered Owners
- Plain paper stating the Name, Address, No. of shares held, No. of shares offered, Distinctive Nos., Folio No.
- Original Share Certificate(s)
- Shares transfer deed(s), complete in all respect and duly signed.
- Original contract note issued by the broker through whom they have acquired their shares.
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)
- Form of Acceptance duly signed and complete in all respect in accordance with the instructions contained therein.
- Photocopy of the delivery instructions in "Off- market" mode or counterfoil of the delivery instructions in "Off-market" mode, duly acknowledged by the DP in favour of special depository account opened by MCS Limited, the Registrar to the Offer, with CDSL styled as "MCS Limited - Escrow Account Open Offer for Shares of DLF". The DP ID is 010101 and the Beneficiary Client ID is 1601010100003540.
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