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)

1. This offer is being 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 acquisition of control over the target company.

2. 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.

3. The Acquirers do not have any intention to dispose of or otherwise encumber any assets of PML in the next two years from the date of closure of the offer, except in the ordinary course of business of PML with the prior approval of the shareholders.  

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).

6.2   FINANCIAL ARRANGEMENTS

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

1. None of the shares of the target company are held in the demat mode.

2. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of PML (except the Acquirers and parties to the agreement) whose names appear on the Register of Members of PML 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) at the close of the business on 31.12. 2003 (the Specified Date).

3. Shareholders who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement duly completed and signed by all the shareholders, Original Share Certificate (s) and Transfer Deed (s) duly signed in case of Joint Holdings in the same order as per the specimen signatures lodged with PML and witnessed (if possible by a Notary Public or Bank Manager or Member of Stock Exchange with membership number) to the Registrar to the Offer— Adroit Corporate Services Pvt. Ltd., either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e.  16.03.2004 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. In case the shares stand in the name of a sole shareholder who is deceased, notarised copy of the legal representative obtained from a competent court.

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.

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 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.

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