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LETTER OF OFFER This
Document is Important and requires your Immediate Attention This Letter of Offer is sent
to you as Shareholder(s) of Platy Metallurgicals Limited (PML). If you require any clarifications
about the action to be taken, you may consult your stockbroker or
investment��� consultant or Merchant
Banker/ 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 the Stock Exchange through whom the said sale was
effected. �������������������������������������������������������������������������������������
����������
�� ������������� SCHEDULE OF ACTIVITIES:
INDEX
DEFINITIONS The following
definitions apply throughout this document, unless the context requires
otherwise:-
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 MAXIMUS
STEEL MANUFACTURING LTD. TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER.
SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE
ACQUIRERS, OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER
OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS� IS 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 ACQUIRERS� DULY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE
MERCHANT BANKER M/S. ARYAMAN FINANCIAL SERVICES LIMITED HAS SUBMITTED A DUE
DILIGENCE CERTIFICATE DATED 1-1-2004 TO SEBI IN ACCORDANCE WITH THE SEBI
(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997 AND
SUBSEQUENT AMENDMENT (S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT,
HOWEVER, ABSOLVE THE ACQUIRERS� FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE OFFER." 2. DETAILS OF THE OFFER ��������������������� 2.1 BACKGROUND OF THE OFFER 1. This
Open Offer is being made pursuant to the Regulation 10 and 12 and other
provisions of Chapter III of and in compliance with the Securities & Exchange
Board of India, (Substantial Acquisition of Shares and Takeovers) Regulation,
1997 and subsequent amendments thereof�
for substantial acquisition of shares. 2.� This offer is being made by Mr. Sanjay
Mundra, Mr. Gopallal Mundra, Mrs. Manjusha Mundra� and Mrs. Premlata Mundra residing at Flat No. 1, Cheznous,
Gulmohar Cross Road No. 7, JVPD Scheme, Mumbai- 400049, Tel. No. 26205177
(Hereinafter referred to as �Acquirers�) to the equity shareholders of M/s. Platy Metallurgicals Limited having their registered
office at 102, Mahinder Chambers, Waman Tukaram Marg, Chembur (E), Mumbai � 400
071 (hereinafter referred to as PML/Target Company). The Acquirers have entered
into the following agreements dated 16.12.2003. The agreements are for
purchase of fully paid up equity shares for cash at a price of Rs.1.50 per
share.�
2.
The mode of payment of the consideration for the shares acquired under
the agreement is cash and the total consideration of Rs. 41.75 Lacs shall be
paid within 3 (three) days of the date of the Public Announcement.� The agreement dated 16.12.2003 contains a
clause that it is subject to the provisions of SEBI (SAST) Regulation and in
case of non-compliance with any of the provisions of the Regulations, the
agreement for such sale shall not be acted upon by the Vendor or the Acquirers. 3. As
on the date of the agreement, the Acquirers do not hold any shares in the
Target Company. 4. The
proposed change in control is not through any arrangement. 5. Based
on the information available from the Acquirers and the Target Company, neither
the Acquirers nor the Target Company nor the vendors have been prohibited by
SEBI from dealing in securities in terms of the direction issued u/s 11B of
SEBI Act or under any of the regulation made under the SEBI Act. 6. The
Composition of the Board of Directors in PML Post-acquisition and Offer shall
be determined on completion of all formalities relating to the Offer. 2.2 Details of the Proposed Offer 1. The
public announcement was made by the Acquirers on December 19, 2003 in
compliance with Regulation 15 of the Takeover Regulations in all the editions
of Financial Express, (English National Daily), Jansatta (Hindi National Daily)
and Punya Nagari� (Marathi Daily). The
Public Announcement is also available on the SEBI website at www.sebi.gov.in 2. The
offer to the public shareholders of PML is to acquire further 10,02,000 equity
shares representing 20% of the equity share capital of PML at a price of Rs.
10.00 per share The payment to the shareholders whose shares h ave been
accepted shall be cash and will be paid by cheque / demand draft. 3. The
Acquirers have not acquired any shares of the target company after the date of
P.A. and upto the date of this LOF. 2.3
Object
of the acquisition /offer The offer to the
Shareholders of PML has been made pursuant to Regulation 10 & 12 and other
provisions of Chapter III and in compliance with the regulations for the
purposes of substantial acquisition of voting rights and Control of the
company. The Acquirers, Mr. Sanjay Mundra, Mr. Gopallal
Mundra, Mrs. Manjusha Mundra and Mrs. Premlata Mundra is engaged in the
business of yarn trading .The main objective of the takeover is to better
business prospects under corporate status and start the trading activities in
Yarn. Presently the company derives
income from the interest received against the loans advanced by the Company.
The acquirers are doing the Yarn Trading activities in the Proprietorship
Concerns viz. Sanjay Vanijya, Lokpriya Yarn and Partnership Firm Vijay Yarn and
the Acquirers propose to start Yarn trading activities to better the business
prospects with the help of their experience in the same field i.e. Yarn
Trading. 3. BACKGROUND OF THE ACQUIRERS 3.1 Information about
the Acquirers 1.
Since the Acquirers have not acquired any shares in the target company,
the compliance with the required provisions of Chapter II of SEBI (Substantial
Acquisition of Shares and Takeovers), Regulations 1997 is not applicable.� 2.
The Acquirers have not been prohibited by SEBI from dealing in
securities, in terms of direction issued u/s 11B of SEBI Act or under any of
the Regulation made under the SEBI Act. 3.
There has been no agreement between the
Acquirers as regards the open offer.� 4.����� The acquires are doing the Yarn Trading
activities in the Proprietorship Concerns viz. Sanjay Vanijya, Lokpriya Yarn
and Partnership Firm Vijay Yarn.�� I.� Mr.
Sanjay Mundra
a.������ Mr. Sanjay Mundra, aged 42 years is
residing at Flat No. 1, Cheznous, Gulmohar Cross Road No. 7, JVPD Scheme,
Mumbai- 400049, Tel. No. 26205177. He is in the business of Yarn Trading and
has an experience of more than 10 years in yarn trading. b.������ The Net worth of Mr. Sanjay Mundra as on
30/09/2003 is Rs. 1239.05 lacs as certified by M/s. Sunil K. Choudhary &
Co. Chartered Accountants (membership no. of Mr. Sunil K. Choudhary 46379),
having their office at 426, Hind Rajasthan Building, 95,� Dadasaheb
Phalke Road, Dadar (E), Mumbai-400014, Telephone No. :022 2412 7825. II. Mr. Gopallal Mundra a.������ Mr. Gopallal Mundra, aged 69 years is
residing at Flat No. 1, Cheznous, Gulmohar Cross Road No. 7, JVPD Scheme,
Mumbai- 400049, Tel. No. 26205177. He is in the business of Yarn Trading and
has an experience of more than 30 years yarn trading. b.������ The Net worth of Mr. Gopallal Mundra as
on 30/09/2003 is Rs. 11.79 lacs as certified by M/s. Sunil K. Choudhary &
Co. Chartered Accountants (membership no. of�
Mr.Sunil K. Choudhary 46379), having their office at 426, Hind Rajasthan
Building, 95, Dadasaheb Phalke Road, Dadar (E), Mumbai-400014, Telephone No.
:022 2412 7825. III. Mrs. Manjusha Mundra
a.
���� Mrs. Manjusha Mundra, aged 36 years
is residing at Flat No. 1, Cheznous, Gulmohar Cross Road No. 7, JVPD Scheme,
Mumbai- 400049, Tel. No. 26205177.She is a Science Graduate. b.
��� The Net worth of Mrs. Manjusha Mundra
as on 30/09/2003 is Rs.� 48.076 lacs as
certified by M/s. Sunil K. Choudhary & Co. Chartered Accountants
(membership no. of� Mr. Sunil K.
Choudhary 46379), having their office at 426, Hind Rajasthan Building, 95,�� Dadasaheb Phalke Road, Dadar (E),
Mumbai-400014, Telephone No. :022 2412 7825. IV. Mrs. Premlata Mundra a.���� Mrs. Premlata Mundra, aged 60 years is
residing at Flat No. 1, Cheznous, Gulmohar Cross Road No. 7, JVPD Scheme,
Mumbai-400049, Tel. No. 26205177. She has got rich experience in Yarn Trading. b. ��� The Net worth of Mrs. Premlata Mundra as on
31/09/2003 is Rs. 499.92 lacs as certified by M/s. Sunil K. Choudhary & Co.
Chartered Accountants (membership no. of�
Mr. Sunil K. Choudhary 46379), having their office at 426, Hind Rajasthan
Building, 95,� Dadasaheb Phalke Road, Dadar
(E), Mumbai-400014, Telephone No. :022 2412 7825. � 4. DISCLOSURE IN TERMS OF REGULATION 16 (ix)
5. BACKGROUND OF THE TARGET COMPANY�� 1. PML is a Public
Limited Company having its Registered Office at 102, Mahinder Chambers, Waman
Tukaram Marg, Chembur (E), Mumbai � 400 071. 2. The
company was originally incorporated on December 21, 1994 and received
certificate of commencement of business on June 23, 1995. The company was
promoted by Mr. Parshuram Patil, Mr. P. A. Anthony and Mr. S.A. Chande. The
directors of the company are Ms. T. N. Smitha, Mr. Arun Jawalkar and Mr.
Jayantilal Shah. 3. The Authorised
Share Capital of the company as on 30.09.2003 was Rs. 550.00 lacs, divided into
55 lacs equity shares of Rs.10/- each. The issued and subscribed capital of the
company is Rs. 501.00 lacs divided into 50,10,000 equity shares of Rs. 10/-
each. There are no calls in arrears. The equity shares of PML are listed on The
Pune Stock Exchange. The first and only public issue of the company has come on
26.08.1996 and since then share capital of the company has not increased. 4.�� PML was incorporated with the main objects to
carry on the business of manufacture of ferrous and non-ferrous metals. The
company had come out with a public issue during August 1996 with the main
objects of part financing the project for setting up a rolled Mild Steel
products plant. The core business of the company was stopped because of adverse
business conditions particularly in the steel sector and overall economy of the
Country. Present changed activities has been carried out since financial year
2002-2003. The Company has complied with all the applicable Rules/ Regulations
as existed. The Company is deriving
income mainly from the interest received against the loans advanced by the
Company. 5.�� The
Acquirers will be starting the trading activities in PML once the takeover is
complete and then the Acquirers will join the Board of the Company and take
control of the day to day activities of the Company. As it is proposed to start
the activities after the takeover is complete, the necessary approvals from
CLB/ Central Government as required in terms of Companies Act, 1956 would be
taken for alteration in the Object Clause of the Company at the appropriate
time. 6.
Share Capital
structure as on the date of the public announcement
There are no
outstanding convertible instruments (warrants/ FCDs /PCDs) etc. 7.
Compliance with
listing and other statutory requirements: As informed by the Target Company as
regards the status of compliance with the listing requirement, the Target
Company, and its promoters have presently complied with all the requirements to
the extent applicable with the Pune Stock Exchange The company, nor its promoters nor
the directors have been barred by SEBI to deal in securities in terms of
directions issued u/s. 11B of the SEBI Act. With respect to the target
company, they had not complied with the provisions of chapter II of the SEBI
(Substantial Acquisition of shares and Takeover) Regulations, 1997 for the
years 1997-2002 and in this regard, have participated in the SEBI Regularisation
Scheme, 2002 and regularized the aforesaid non-compliance and as regards the
sellers, they have complied with the compliance of the Regulations in the
normal course of time. Since each of the non promoter sellers do not hold more
than 5% of the total voting capital of the Target Company, compliance with
Provisions of chapter II of SEBI (SAST) regulation are not applicable. No action has been taken against the Company under any of
the Regulations made under the SEBI Act, 1992. The Promoters and persons acting
in control of the company has complied with the provisions of Chapter II of the
captioned regulations. 8.�� BOARD OF DIRECTORS The
composition of Board of Directors as on the date of Public Announcement�� is as follows:
There
has been no merger / demerger / spin off relating to the company during last 3
years. 9.
FINANCIAL HIGHLIGHTS (i) Profit & Loss Statement (Audited):- � ��������� ������(Rs in lacs)
�(ii) Balance Sheet
Statement (Audited):��������������������������������������������� ����� (Rs in lacs)
(iii) Other Financial Data: - ����������� �������������������������������������������������������������������������������������������������������������������������������� (In
Rs. Lakhs)
� The shareholding
Pattern of the target company based on the share capital is as follows:
The Acquirers have not acquired any shares of the target company after
the Public Announcement till the date of Letter of offer. The Target Company is
not a sick Industrial company within the meaning of clause (o) of Sub-Section� (I) of Section 3 of the Sick Industries
Companies (Special Provision) Act, 1985. The total number of shareholders is
1802. 6.� OFFER
PRICE AND FINANCIAL ARRANGEMENTS 6.1.� JUSTIFICATION
OF OFFER PRICE 1.
The equity
shares of the Target Company are listed on the Pune Stock Exchange 2.
The shares
of the company are infrequently traded in terms of Explanation (i) to
Regulation 20(5) of the Regulations. The number of shares traded on the Pune
Stock Exchange during the preceding 6 calendar months prior to the month in
which the public announcement was made is nil.�
3.
The details
of shares traded during the 6 calendar months prior to the month in which PA
was made is as under:
4.
The shares of the company are infrequently traded. The offer price of
Rs. 10/- has been arrived at as per the Regulation 20 (5) of the SEBI Takeover
Regulations taking into account the following: a) The
negotiated price under the agreement, which in this case is Rs. 1.50 per share
for fully paid shares (Regulation 20(5)(a)). b) The
Acquirers has not acquired any Equity shares of the target company during the
26 weeks prior to the date of the Public Announcement including by way of
allotment in a public or rights or preferential issue.�� (Regulation 20(5)(b)). c)��� Other Parameters as on 30.09.2003 such as
Book Value of Rs. 9.83 per share, EPS Rs. 0.01 and Return on Net Worth
0.12%� (Regultion 20(5)(c)) 5.
There is no non-compete agreement.� 6.
In view of the above, the Offer Price payable
under this Offer is in compliance with the Takeover Regulations. All other
parameters suggest that the price of Rs. 10.00 per equity share is just and
reasonable in terms of the regulation 20(11) of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.� 7.
The offer price shall not be less than the highest
price paid by the Acquirers for any acquisition of the shares of the Target
Company from the date of PA up to 7 working days prior to the closure of the
offer (i.e. upto 5/3/2004). 1.
The maximum purchase consideration payable by the Acquirers in the case
of full acceptance of the offer is Rs. 100.20 lacs. 2.������ The Acquirers have created a Fixed
Deposit for a sum of Rs. 5.00 lacs with the Dena Bank � Worli Branch towards
escrow i.e. 12% of the total consideration payable. The Acquirers have
deposited with the Manager to the Offer, 75,000 shares of Rashel Agrotech Ltd.,
having market value of Rs.200/- per share (as on14th Nov, 2003) on The Mumbai
Stock Exchange totalling to Rs. 150,00,000/- against the funds requirements to be
placed in Escrow account of Rs. 100,20,000/- i.e. 100% of the total
consideration payable, with a margin of around 50%. The percentage of margin
has been calculated by dividing the excess of the funds (i.e value of shares)
placed in the escrow account by the total funds to be placed in the escrow
account. (100% of the total consideration payable). The shares of Rashel Agrotech Limited as deposited in the escrow account
are held by Mr. Sanjay Mundra.The shares deposited in the Escrow account
are frequently traded as per explanation (i) to Regulation 20 (3) i.e. the
annualized trading turnover in the shares of Rashel Agrotech Ltd. during the
preceding 6 calendar months i.e. July 2003 to December 2003 is more than 5% of
the total listed shares. The Acquirers have also empowered the Manager to the
Offer to realize the value of such securities by sale or otherwise as per
Regulation 28(7) of the Regulations. In case there is any deficit on
realization of the value of the securities in the escrow, the Manager to the
offer shall make good such deficit in terms of Reg. 28(7). 2.
The Acquirers have made arrangement towards firm financial resources to
fulfil the obligations under the open offer. The sources of funds shall be
through internal resources of the Acquirers. �No borrowing from Bank/ Financial Institution is being made for
the purpose. All the funds will be domestic and no foreign funds will be
utilised. 3.
The Chartered Accountants, M/s. Sunil K. Choudhary & Co. -Chartered
Accountants (membership no. of Sunil K. Choudhary 46379)� having their office at 426, Hind Rajasthan
Bldg. 95, Dadasaheb Phalke Road, Dadar (E),�
Tel : -02224127825 have confirmed vide their certificate dated June 20,� 2003 that sufficient resources are available
to allow the Acquirers to fulfill its obligations under the offer. 4.
Based on the above, the Manager to the Offer is satisfied about the
ability of the Acquirers to implement the offer in accordance with the
Regulations. The Manager to the offer confirms that firm arrangements for funds
and money for payment through verifiable means are in place to fulfil offer
obligations. 7.� TERMS
AND CONDITIONS OF THE OFFER A. Eligibility for
accepting the offer 1. This offer is
made to all the equity shareholders (except Acquirers�� and the parties to the agreement ) whose names appear in the
register of shareholders on 31.12.2003 (the Specified Date) and also to those
persons who own the shares any time prior to the closure of the offer, but are
not the registered shareholder(s) and to the beneficial owners of the shares of
PML whose names appear on the beneficial records of the respective depositories
at the close of the business on 31.12.2003 (the Specified Date). 2. The Acquirers
will acquire for cash, Equity Shares of the Target Company to the extent of
valid acceptances received under this offer. 3. The instructions,
authorisations and provisions contained in the Form of Acceptance cum
Acknowledgement constitute part of the terms of the offer. 4. In case of
non-receipt of the Letter of Offer, or in case of owners of shares who have
sent them for transfer, eligible persons may send their acceptance to the
Registrar to the Offer, on a plain paper stating the Name, Address, No. of� shares held, Distinctive Nos., Folio No.,
No. of shares offered, along with relevant documents, so as to reach the� Registrar to the Offer on or before the
close of the Offer, i.e. 16.03.2004. Accidental omission to dispatch this
document to any person to whom this offer is made or non-receipt of this offer
shall not invalidate the offer in any way. 5. Acquirers are
confident of completing all the formalities pertaining to the Acquisition of
the said shares, within 30 days from the date of closure of this offer
including payment of consideration to the shareholders who have accepted the
offer and for the purpose open a special account as provided as provided under
regulation 29. Provided
that where the Acquirers are unable to make payment to the shareholders who
have accepted the offer before the said period of 30 days due to non-receipt of
requisite statutory approvals, the Board may, if satisfied that non-receipt of
requisite statutory approvals was not due to any wilful default or neglect of
the Acquirer or failure of the Acquirer to diligently pursue the applications
for such approvals, grant extension of time for the purpose, subject to the
acquirer agreeing to pay interest to the shareholders for delay beyond 30 days,
as may be specified by the Board from time to time. 6. Each Shareholder
of PML to whom this offer is being made, is free to offer his shareholding in
whole or in part while accepting this offer. 7. Subject to the
conditions governing this offer as mentioned in this offer document, the
acceptance of this offer by the shareholder(s) must be absolute and
unqualified. Any acceptance to the offer, which is conditional or incomplete,
is liable to be rejected without assigning any reason whatsoever. 8. The Acquirers
would be responsible for ensuring compliance with the regulations. 9. The minimum
market lot of the company is one share. 10. Where the
acquirer fails to obtain the requisite statutory approvals in time on account
of willful default or neglect or inaction or non-action on his part, the amount
lying on his part, the amount lying in the escrow account shall be liable to be
forfeited and dealt with in the manner provided in clause (e) of sub regulation
12 of regulation 28, apart from the acquirer being liable for the penalty as
provided in the regulations. B.� Locked in Shares 1. � The
offer shall also be applicable to shares under lock-in if any. The acquisition
of shares subject to lock in is subject to the continuation of the residual
lock in period in the hands of the Acquirers. There shall be no discrimination
in the acceptances of shares subject to lock in and those not subject to lock
in. There is no separate approval required for this purpose. PML has no locked
in shares. C.� Statutory approvals 1. To the knowledge of the Acquirers, no statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer.� If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals.� In case the statutory approvals are not obtained, the Acquirers will not proceed with the Offer. 2. In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant�� extension of time to Acquirers for payment of consideration to the shareholders subject to Acquirers agreeing to pay interest as directed by SEBI under Regulation 22(12).� If the delay occurs due to the wilful default of the Acquirers� in obtaining the requisite approvals, Regulation 22(13) will become applicable. 8.�
PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
The address of
the collection centre of the Registrar, for the purpose of the offer is as
follows: -
4. All owners of
shares, registered or unregistered (except the Acquirers and parties to the
agreement), of the shares of PML who own the shares at any time prior to the
closure of the offer are eligible to participate in the offer. Unregistered
owners can send their application in writing to the Registrar to the Offer, on
a plain paper stating the Name, Address, Number of Shares held, Number of
Shares Offered, Distinctive Numbers, Folio No., together with the Original Share
Certificate(s), valid transfer deed(s) and a copy of the contract note issued
by the broker through whom they acquired their shares. No indemnity is required
from the unregistered owners. 5. The Registrar to
the Offer will hold in trust the shares/ share certificates, Form of Acceptance
cum Acknowledgement, if any, and the transfer form(s) on behalf of the
shareholders of PML who have accepted the offer, until the cheques / drafts for
the consideration and/ or the unaccepted shares/ share certificates are
dispatched/ returned. 6. Unaccepted Share
Certificates, transfer forms and other documents, if any, will be returned by
Registered Post at the shareholders/ unregistered owners sole risk to the sole/
first shareholder. 7. In case the
shares tendered in the open offer are more than the shares agreed to be
acquired by the acquirers, the acquirers shall accept all valid applications
received from the shareholders of the company on a Proportionate basis ensuring
that it does not result in odd lots. 8. The shareholders
desirous of withdrawing their acceptances tendered in the offer can do so up to
three working days prior to the date of the closure of the offer, i.e. on or
before 16.03.2004, in terms of Regulation 22(5A). 9. The withdrawal
option can be exercised by submitting the Form of withdrawal so as to reach the
Manager to the offer before 11.03.2004. In case of non receipt of the form of
withdrawal, the withdrawal option can be exercised by making an application on
plain paper along with the following details: Name, address,
distinctive numbers, folio nos., number of shares tendered / withdrawn. 11. Shares, if any,
that are the subject matter of litigation wherein the shareholder(s) may be
precluded from transferring the shares during the pendency of the said litigation
are liable to be rejected in case directions/ orders regarding these shares are
not received together with the shares tendered under the offer. The Letter of
Offer in some of these cases, wherever possible, would be forwarded to the
concerned statutory authorities for further action at their end. 12. The shares and
other relevant documents should not be sent to the Acquirers/PACs,
Sellers/parties to the agreement and the Target Company. NO DOCUMENT SHOULD BE SENT TO THE
ACQUIRERS OR TO THE MANAGER TO THE OFFER. The
shareholders also have an option to download the form of acceptance from SEBI�s
website (www.sebi.gov.in)
and apply in the same. 9.�
DOCUMENTS FOR INSPECTION Copies of the following
documents will be available for inspection at the residence of Mr. Sanjay Mundra,
Mr. Gopallal Mundra, Mrs. Premlata Mundra and Mrs. Manjusha Mundra, Cheznous,
Flat No.1, Gulmohar Road no. 7, JVPD Scheme, Mumbai - 400049 on all working
days except Saturdays, Sundays and Bank Holidays between 11.00 a.m. and 3.00
p.m. during the Offer Period. 1. Memorandum
of Association & Articles of Association (including Certificate of
Incorporation) of M/s. PML. 2. Copy
of the Public Announcement. 3. Copies
of Audited Annual Reports of PML as on 31.03.2001, 31.03.2002 and 31.03.03 and
30.09.03.� 4. Copy
of certificate from a Chartered Accountant certifying the networth of acquieres
i.e. Mr.Sanjay Mundra, Mr. Gopallal Mundra, Mrs. Premlata Mundra
and Mrs. Manjusha Mundra as on�
30-9-2003. 5. Copies
of certificate from a Chartered Accountant, M/s. Sunil K. Choudhary & Co.
-Chartered Accountants, dated June 20, 2003 certifying the adequacy of
financial resources of the Acquirers to fulfill the offer obligations and the
networth of the Acquirers. 6. Escrow
account in the name of Mr. Sanjay Mundra, with Dena Bank - Worli Branch and
creating a lien in favor of the Merchant Banker i.e. Aryaman Financial Services
Ltd. 7. A
copy of the agreement dated December 16, 2003 that triggered off the open
offer. 8.
Copy of SEBI letter DCR/MM/04/1451 dated
21-1-2004. 10. DECLARATION 1. The
Acquirers having made all reasonable inquiries, accept responsibility for, and
confirm that this letter of offer contains all information with regard to the
offer, which is material in the context of the issue, that the information
contained in this letter of offer is true and correct in all material respects
and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the
omission of which makes this document as a whole or any of such information or
the expression of any such opinions or intentions misleading in any material
respect. 2. Each
of the Acquirer would be severally and jointly responsible for ensuring compliance
with the Regulations. 3. We
hereby declare and confirm that all the relevant provisions of Companies Act,
1956 and all the provisions of SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997 have been complied with and no statements in the
offer document is contrary to the provisions of Companies Act, 1956 and SEBI
Substantial Acquisition of Shares and Takeover) Regulations 1997.� � Signed by Mr. Sanjay
Mundra Sd/- Mr. Gopallal
Mundra Sd/- Mrs. Premlata
Mundra Sd/- Mrs. .Manjusha
Mundra Sd/- Date:���
29-1-2004� Place:��
Mumbai� Enclosures: (1)�� Form of Acceptance cum Acknowledgement ������������������� (2)�� Form of Withdrawal THIS DOCUMENT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Please send this Form with enclosures to the Manager to the Offer at
their address given overleaf) FORM OF
ACCEPTANCE- CUM -ACKNOWLEDGEMENT
From:-����������������������������������������������������������������������������������������������������������������������������������������������������������������� ��������������������� Folio No.:���������������������������
��������������������� Sr. No:������������������� ������������ No of Shares Held
Tel No:����������������������������������������������������� Fax
No:������������������������������ E-Mail: To: Adroit Corporate Services
Pvt. Ltd. 19, Jaferbhoy Indl. Estate,
Makwana Road, Marol Naka, Mumbai � 400 059. Sub.:��� Open offer� for purchase of� 10,02,000 equity shares of PML representing 20% of the equity share capital at a price of Rs. 10.00 per share by Mr. Sanjay Mundra, Mr. Gopallal Mundra, Mrs. Premlata Mundra and Mrs. Manjusha Mundra Dear Sir, I/We refer to the Letter of Offer dated 29-1-2004 for acquiring the
equity shares held by me/us in PML. 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 accept the Offer and enclose the original share certificate (s)
and duly signed transfer deed (s) in respect of my/our shares as detailed
below:
(In case of insufficient space, please use additional sheet and
authenticate the same) I/We note and understand
that the original share certificate(s) and valid share transfer deed will be
held in trust for me/us by the Registrar to the Offer until the time the
Acquirers pays the purchase consideration as mentioned in the Letter of
Offer.� I/We also note and understand
that the Acquirers will pay the purchase consideration only after verification
of the documents and signatures. I/We
note and understand that the Shares would lie in the Escrow Account until the
time the Acquirers (including PACs) makes payment of purchase consideration as
mentioned in the Letter of Offer. I/We
confirm that the equity shares of PML which are being tendered herewith by
me/us under the Offer, are free from liens, charges and encumbrances of any
kind whatsoever. I/We
authorize the Acquirers to accept the shares so offered which it may decide to
accept in consultation with the Registrar to the Offer and in terms of the
Letter of Offer and I/We further authorize 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. I/We
authorize the Acquirers or the Registrar to the Offer to send by registered
post (under UCP if less than Rs. 1,500/-) the draft/cheque in settlement of the
amount to the sole/first holder at the address mentioned below: Yours
faithfully, Signed
and Delivered:
Note
: In case of joint holdings, all holders must sign.� A corporation must affix its common seal. Address
of First/Sole Shareholder
____________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ Place
:������������������������������������������������������������������������������������������������� Date: So
as to avoid fraudulent encashment in transit, shareholder(s) may provide
details of bank account of the first / sole shareholder and the consideration
cheque or demand draft will be drawn accordingly.
Business
Hours ������������������ :� Mondays to Friday :� 11.00 a.m. to 4.00 p.m. Holidays����������������������������� :� Saturdays, Sundays and Bank Holidays All
queries in this regard to be addressed to the Registrar to the Offer at the
following address quoting your Folio No. -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - Tear along this line - - - - - - - � �Folio No.:���� ���������������������������Serial No.������������������������������������������� Acknowledgement� Slip Received from Mr./Ms.
____________________________________________
Address_______________________________________________________
Number of certificate(s)
enclosed� ________
__________________________ Certificate Number(s)
____________________________________________ Total number of share(s)
enclosed ___________________________________ Note : All future correspondence, if any should be
addressed to Registrar to the Offer at the address mentioned behind in this
form. The documents referred to above should be sent to any of the collection
centres mentioned overleaf. FORM OF WITHDRAWAL
From:
To, Adroit Corporate Services
Pvt. Ltd. 19, Jaferbhoy Indl. Estate, Makwana Road, Marol Naka, Mumbai � 400 059. Sub.:��� Open offer� for purchase of� 10,02,000 equity shares of PML representing 20% of the equity share capital at a price of Rs. 10.00 per share by Mr. Sanjay Mundra, Mr. Gopallal Mundra, Mrs. Premlata Mundra and Mrs. Manjusha Mundra � Dear Sir, I/We refer to the Letter of
Offer dated 29-1-2004 for acquiring the equity shares held by me/us in Platy
Metallurgicals Ltd. I/We, the undersigned, have read the Letter of Offer
and understood its contents including the terms and conditions as mentioned
therein. I/We wish to withdraw our acceptance
tendered in response to the said offer. We had deposited/sent our �Form of
Acceptance� to you on __________ alongwith original share certificate(s) and
duly signed transfer deed(s) in respect of my/our shares as detailed below: (Please enclose the Xerox
copy of Acknowledgement received for �Form of Acceptance�)
I/We note and understand the
terms of withdrawal of acceptance and request you to return the original share
certificate(s) and valid share transfer deed will be held in trust for me/us by
you and authorize you not to remit the consideration as mentioned in the
Letter of Offer. I/We authorise the Acquirers
to reject the shares so offered which it may decide in consultation with
Manager to the Offer and in terms of the Letter of Offer. Yours faithfully, Signed
Address of First/Sole Shareholder
_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Place:������������������������������������������������������������������������������������������������������������������������������������������������������������������ ������������������������������������������ Date: Note: Incase of joint
holdings, all holders must sign. A corporation must affix its common seal. -------------------------------------------------------TEAR
HERE------------------------------------------
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