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FORM OF
ACCEPTANCE CUM AKNOWLEDGEMENT
(All terms and expression
used herein shall have the same meaning as described thereto in the Letter of
Offer) THIS DOCUMENT IS IMPORTANT
AND REQUIRES YOUR IMMEDIATE ATTENTION
From: FOR OFFICE USE ONLY
Tel. No.:
Fax No.:
E-mail: To, Mr. Hozef
Darukhanawala, C/o Bigshare Services Private
Ltd. E-2, Ansa Industrial Estate,
Sakivihar Road, Saki Naka, Andheri (East),
Mumbai – 400 072. Dear
Sir, Sub. : Open Offer to acquire 48,714 equity shares of Rs. 10/- each representing 20% of the total voting share capital of Growel Investment Limited, at an offer price of Rs. 33/- (Rupees Thirty Three only) per fully paid-up equity shares of Rs. 10/- by Mr. Hozef Darukhanawala I/We, refer to the Letter of
Offer dated February 13, 2006 for acquiring shares held by me/us in Growel
Investment Limited. 1.
I/We, the undersigned have
read the Letter of Offer and understood its contents including the terms and
conditions as mentioned therein. 2.
I/We,
unconditionally offer to sell to Mr. Hozef Darukhanawala (hereinafter referred
to as the “Acquirer”) the following equity shares in Growel Investment Limited
(hereinafter referred to as “GIL)”, held by me/us at a price of Rs. 33/- (Rupees
Thirty Three Only) per fully paid-up equity shares. SHARES HELD IN PHYSICAL FORM3.
I/We enclose the original
share certificate(s) and duly signed valid Transfer Deed(s) in respect of my/our
equity shares as detailed below (please enclose additional sheet(s), if
required).
4.
I/We confirm that the equity
shares of GIL, which are bring tendered herewith by me/us under the Offer are
free from liens, charges and encumbrances of any kind
whatsoever. 5.
I/We authorise the Acquirer
to accept the equity shares so offered or such lesser number of equity shares
that the Acquirer may decide to accept in consultation with the Manager to Offer
and in terms of the said Letter of Offer and I/we further authorise the Acquirer
to apply and obtain on our behalf split of share certificate(s) as may be deemed
necessary by them for the said purpose. I further authorise the Acquirer to
return to me/us, equity share certificate(s) in respect of which the Offer is
not found / not accepted, specifying the reason thereof. __________________________________________________TEAR
HERE______________________________________________________________ ACKNOWLEDGEMENT SLIPSub. : Open Offer to acquire 48,714 equity
shares of Rs. 10/- each representing 20% of the total voting share capital of
Growel Investment Limited, at an offer price of Rs. 33/- (Rupees Thirty Three
only) per fully paid-up equity shares of Rs. 10/- by Mr. Hozef
Darukhanawala Received from Mr./Ms./Mrs
______________________________________________________ Ledger Folio No.
_______________________________ No. of certificates
enclosed____________ under the Letter of Offer dated February 13, 2006 together
with Form of Acceptance, Transfer Deed(s) and Original Share Certificate(s) as
detailed hereunder:
Authorised Signatory
Stamp Date: Note: All future
correspondence, if any, should be addressed to the Registrar to the
Offer: Bigshare Services Private Ltd., E-2, Ansa Industrial Estate,
Sakivihar Road, Saki Naka, Andheri (East), Mumbai – 400 072. Tel.:
022-28470652/53, Fax:022-28475207, E-mail: javascript:main.compose('new','t=bigshare@bom7.vsnl.net.in').
Contact Person: Mr. V. Kumareshan 6.
My/Our execution of this Form
of Acceptance shall constitute my/our warranty that the equity shares comprised
in this application are owned by me/us and are transferred by me/us free from
all liens, charges, claims of third parties and encumbrances. If any claim is
made by any third party in respect of the said equity shares, I/we will hold the
Acquirer, harmless and indemnified against any loss they or either of them may
suffer in the event of the Acquirer acquiring these equity shares. I/We agree
that the Acquirer may pay the Offer Price only after due verification of the
document(s) and signature(s) and on obtaining the necessary approvals as
mentioned in the said Letter of Offer. 7.
I/We also note and understand
that the Shares/Original Share Certificate(s) and Transfer Deed(s) will be held
by the Registrar to the Offer in trust for me/us till the date the Acquirer
makes payment of consideration or the date by which Shares/Original Share
Certificate(s), Transfer Deed(s) and other documents are dispatched to the
shareholders, as the case may be. 8.
I/We note and undersigned
that the Shares would lie in the Escrow Account until the time the Acquirer
makes payment of purchase consideration as mentioned in the Letter of
Offer. 9.
I/We undertake to execute
such further document(s) and give such further assurance(s) as may be required
or expedient to give effect to my/our agreeing to sell the said equity
shares. 10.
I/We irrevocably authorise
the Acquirer to send by Registered Post at my/our risk, the cheque(s) / Demand
Draft(s) / Pay Order(s) in settlement of consideration payable and excess share
certificate(s), if any, to the Sole/First Holder at the address mentioned
above. So as to avoid fraudulent encashment in transit, shareholder(s) should provide details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly.
Yours
faithfully,
Signed and Delivered
Note: In case
of joint holdings, all holders must sign. In case of body corporate, the company
seal should be affixed and necessary Board Resolution should be
attached. Place:
Date: INSTRUCTIONS 1.
Please read
the enclosed Letter of Offer carefully before filling up this Form of Acceptance
and the Form of Acceptance should be filled up in English only. Signature(s)
other than in English, Hindi and thumb impressions must be attested by a Notary
Public under his official seal. 2.
The Form of
Acceptance cum Acknowledgement and other related documents should be submitted
to Registrar to the Offer as stated in the Letter of Offer either by hand
delivery or by registered post at their own risk. The shareholders are advised
to ensure that all the shares along with other relevant supporting documents to
reach to Registrar to Offer before the closure of the Offer i.e. March 11, 2006
(Saturday). 3.
Shareholders
should enclose the following: a)
For equity
shares held in physical form:- Registered
shareholders should enclose. q
Form of
Acceptance cum Acknowledgement duly completed and signed in accordance with the
instructions contained therein, by all shareholders whose names appear on the
share certificates. q
Original share
certificate(s). q
Valid transfer
deed(s) duly signed as
transferors by all registered shareholders (in case of joint holdings) in the
same order and as per specimen signatures registered with Growel Investment
Limited and duly witnessed at the appropriate place. A blank Share Transfer form
is enclosed along with the Letter of Offer. Attestation, where required, (thumb
impressions, signature difference, etc.) should be done. The
details of buyer should be left blank failing which the same will be invalid
under the Offer. The details of Mr. Hozef Darukhanawala as buyer will be filled
by the Acquirer upon verification of the Form of Acceptance and the same being
found valid. All other requirements for valid transfer will be preconditions for
valid acceptance. b)
Unregistered
owners should enclose q
Form of
Acceptance cum Acknowledgement duly completed
and signed in accordance with the instructions contained
therein. q
Original share
certificate(s). q
Original
broker contract note. q
Valid share
transfer deed (s) as received
from the market leaving details of buyer blank. If the same is filled in then
the equity share(s) are liable to be rejected. 4.
The share
certificate(s), share transfer form(s) and the Form of Acceptance cum
Acknowledgement should be sent only to the Registrar to the Offer and not to the
Manager to the Offer or Acquirer or GIL. 5.
Non-resident
shareholders should enclose a copy of the permission received from RBI for the
equity shares held by them in GIL and also enclose No Objection Certificate/Tax
Clearance Certificate from the Income Tax Authorities under Income Tax Act,
1961, indicating the tax to be deducted by the Acquirer before remittance of
consideration otherwise tax will be deducted at the maximum marginal rate as may
be applicable to the shareholder on the entire consideration payable by the
Acquirer. 6.
It is
mandatory for shareholders to indicate the bank account details at the
appropriate place in the Form of Acceptance cum Acknowledgement and the
consideration would be made to the bank account of the sole/ first shareholder.
The payment would be made at par to all the shareholders. 7.
Rejection of
shares: If the
equity shares are rejected for any of the following reasons, the equity shares
will be returned to the holder(s) along with all the documents received from
them at the time of submission. Please note that the following list is not
exhaustive. a.
The
signature(s) of the holder(s) do not match with the specimen signature(s) as per
the records b.
The transfer
deed is not complete or that the signatures do not match the specimen recorded
as per the records c.
The number of
equity shares mentioned in the Form of Acceptance cum Acknowledgement does not
tally with the actual physical share certificate(s)
submitted; d.
The relevant
documents, as applicable, mentioned above at 3 and in addition at 5 for
non-resident shareholders are not submitted with the Form of Acceptance cum
Acknowledgement. The Acquirer also reserves the right to reject such tenders
from non-resident shareholders, where the aforesaid ‘no-objection’ certificate
is not submitted. 8.
All documents / remittances
sent by or to shareholders will be at their own risk. Shareholders of GIL are
advised to adequately safeguard their interests in this
regard. 9.
Neither the Acquirer, the
Manager, the Registrar or GIL will be liable for any delay/loss in transit
resulting in delayed receipt/non-receipt by the Registrar to the Offer of your
Form of Acceptance cum Acknowledgement or submission of original physical share
certificate(s) due to inaccurate/incomplete particulars/instructions on your
part, or for any other reason. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||