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This Public Announcement is being issued by Keynote Corporate Services Limited (hereinafter referred to as the "Manager to the Offer"), on behalf of Shri S. P. Bhagat and Smt. Laj Bhagat (Acquirers) pursuant to Regulation 10 read with Regulation 12 in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 [SEBI (SAST) Regulations, 1997] & subsequent amendments thereto (hereinafter referred to as the "Regulations").

1. The Offer

1. Shri S. P. Bhagat and Smt. Laj Bhagat both residing at C � 31, Road No. 16, Wagle Industrial Estate, Thane � 400 604 (hereinafter referred to as " Acquirers") have under Agreement dated 29/05/2003("The Agreement"), agreed to acquire from persons belonging to the promoter group ("The Sellers") a total of 6,33,047 Equity Shares of Rs.10/- each representing in aggregate 52.56% of the paid up equity capital of Prabhat (India) Limited (hereinafter referred to as �PIL� or �Target Company�), at a price of Rs.5/- per equity share payable in cash ("The Acquisition").
2. Acquirers hereby announce an offer under Regulation 10 read with Regulation 12 of the Regulations, to acquire by tender upto 2,40,892 fully paid-up equity shares of Rs.10/- each of PIL representing 20% of its paid up equity share capital from the remaining shareholders of PIL (other than "Sellers") on the terms and subject to the conditions set out below, at a price of Rs.20/- per fully paid-up equity share (the "Offer Price") payable in cash (the "Offer").
3. The offer is not subject to any minimum level of acceptance.
4. The equity shares of PIL are listed on The Calcutta Stock Exchange (CSE). The equity shares of the Company are infrequently traded on the CSE in terms of explanation (i) to Regulation 20(5) of the Regulations. The offer price of Rs. 20/- per share, has been determined as per Regulation 20(5) of the Regulations taking into account the following factors:

5. As on the date of the public announcement the Acquirers are collectively holding 47,212 equity shares in S. P. Bhagat HUF Account of Rs. 10/- each of PIL representing 3.92% of the paid up equity capital of PIL.
6. Neither the Acquirers nor PIL are included in the list of persons / entities debarred from accessing the capital market under Section 11 B of the SEBI Act, 1992.

2. Information on Acquirers

1. Shri S. P. Bhagat, aged 65 years, residing at C � 31, Road No. 16, Wagle Industrial Estate, Thane� 400604, is a Science Graduate and is an alcohol technologist. Shri S.P.Bhagat has vast experience in the manufacturing of liquor and started his own companies in liquor and allied manufacturing in 1974. The Bhagat group has since diversified into construction and real estate and finance activities.
2. M. Vashistha & Associates, Chartered Accountants having their office at B-704, Caviana, Hiranandani Estate, Ghoodbunder Road, Thane (W) (Membership No. 075198) vide their certificate dated 18/04/2003 have certified that the networth of Shri S.P.Bhagat is Rs. 360.00 lacs as on 31/03/2003 and he has immediate access to liquid assets amounting to Rs. 122.00 lacs..

1. Smt. Laj Bhagat, aged 60 years, residing at C�31, Road No. 16, Wagle Industrial Estate, Thane � 400604 is a Graduate.She is the wife of Shri S.P.Bhagat and is engaged in administration of the Bhagat Group of companies.
2. M. Vashistha & Associates, Chartered Accountants having their office at B-704, Caviana, Hiranandani Estate, Ghoodbunder Road, Thane (W) (Membership No. 075198) vide their certificate dated 18/04/2003 have certified that the networth of Smt. Laj Bhagat is Rs. 152.00 lacs as on 31/03/2003 and she has immediate access to liquid assets amounting to Rs. 46.00 lacs.

The Acquirers have complied with provisions of Chapter II of SEBI (SAST) Regulations, 1997

3. Information on PIL

1. Prabhat ( India) Ltd. was incorporated as Public Ltd. company on 13/09/1983 under the Companies Act, 1956 and received the certificate of commencement of business on 27/09/1983. The registered office of the company is located at 77/79, Netaji Subhas Road, 5^th Floor, Calcutta � 700 001. The Company is engaged in finance and investment activities. The company is not registered with SEBI or RBI.
2. The Company made its maiden issue to the public through prospectus in February 1985. The paid up equity share capital of the Company comprises of 12,04,459 equity shares of Rs. 10/- each aggregating to Rs. 120.45 lacs. There are no partly paid up shares in the Company.
3. As per the audited results for the year 2001-02, the Company recorded a Profit After Tax of Rs. 0.29 Lacs. The Networth of the Company as on 31/03/2002 is Rs. 986.18 Lacs and the Book Value per share is Rs.81.88. As per the unaudited financial results as published in the newspapers for the nine months ended 31/12/2002 the company has reported a loss of Rs.2.15 Lacs.
4. The equity shares of PIL are listed on The Calcutta Stock Exchange(CSE). The equity shares are infrequently traded on the CSE in terms of explanation (i) to Regulation 20(5) of the Regulations. The last traded price of the equity shares on the CSE as on 25/04/2003 was Rs.5/-.
5. There are no outstanding instruments in the nature of warrants / fully convertible debentures / partly convertible debentures etc. which are convertible into equity at any later date. There are no shares under lock-in period.
6. PIL , vide order of the Hon�ble High Court, Calcutta dated 31/07/2001, was amalgamated with Aalekha Sales Private Limited, Gentleman Finvest Private Limited, Coats Merchants Private Limited, Jain Jute Court Private Limited, Juhi Vinimay Private Limited, Magna Financial Services Private Limited, Dream Fincon and Holding Private Limited, Naptune Commodities Private Limited, Rainbow Vyapaar Private Limited and Arnold Chemical Private Limited ( "Transferee Companies"). As per the Scheme of Amalgamation approved by the High Court, shareholders of the transferee companies were allotted one equity share of Rs. 10/- each of PIL for each equity share of the transferee company held by them and were allotted one equity share of Rs. 10/- each of PIL for every 1% non cumulative convertible preference share of the transferee company held by them. As a result of the amalgamation the equity share capital of PIL was enhanced by 6,41,109 equity shares of Rs. 10/- each aggregating to Rs. 64.11 lacs. Other than this there has been no merger/demerger or spin off in the company during the past three years.
7. The Company has been regular in complying with the provisions of the listing agreement entered into with the Stock Exchange. There had been a delay in complying with Regulation 8(3) of the Regulations. However the company has availed the SEBI Regularisation Scheme, 2002 and filed the necessary reports alongwith fees with CSE. Other than this the company has been regular in complying with the provisions of Chapter II of the Regulations.

4. Reasons for the Acquisition and Offer

PIL is presently engaged in the business of investment in shares and securities. Acquirers have experience in the field of finance including Capital Market and Leasing and are well placed to improve the profitability of PIL through better managerial inputs. Acquirers do not have any plans to dispose off or otherwise encumber any of the assets of PIL in the next two years except in the ordinary course of business of PIL and have undertaken not to sell, dispose off or otherwise encumber any substantial assets of PIL except with the prior approval of the shareholders.

5. Statutory Approvals

As on the date of this Announcement no approvals, statutory or otherwise, are required under the Companies Act 1956, Monopolies and Restrictive Trade Practices Act, 1969, the Foreign Exchange Management Act, 1999 and/or any other applicable laws and from any bank and/ or financial institutions for the said acquisition.

6. Delisting option to PIL

Pursuant to this offer the public shareholding will not be reduced to 10% or less of the voting capital of PIL, and therefore the provisions of regulation 21(3) of the Regulations are not applicable.

 

7. Financial Arrangements

1. The total funds required to implement the offer are Rs. 48,17,840/- (Rupees Forty Eight Lacs Seventeen Thousand Eight Hundred Forty Only). The Acquirers have deposited Rs.12.05 lacs being 25% of entire amount of the consideration in an Escrow Account in terms of Regulation 28 with the State Bank of India, Nariman Point, Mumbai Branch in the form of Fixed Deposit of Rs. 11.95 Lacs and Current Account of Rs. 10,000/- only. Acquirers have duly authorized the Manager to the Offer to realise the value of the Escrow Account in terms of the Regulations.
2. The financial obligations under the offer will be fulfilled through internal resources of the Acquirers and not from banks, financial institutions or foreign sources i.e. from Non Resident Indians or otherwise.
3. M. Vashistha & Associates, Chartered Accountants having their office at B-704, Caviana, Hiranandani Estate, Ghoodbunder Road, Thane (W) (Membership No. 075198) vide their certificate dated 18/04/2003 have certified that the networth of Shri S.P.Bhagat is Rs. 360.00 lacs as on 31/03/2003 and he has immediate access to liquid assets amounting to Rs. 122.00 lacs and the networth of Smt. Laj Bhagat is Rs. 152.00 lacs as on 31/03/2003 and she has immediate access to liquid assets amounting to Rs.46.00 lacs.
4. The Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer as firm financial arrangement through verifiable means are in place to fulfill the offer obligations.

8. Other Terms of the Offer

1. The offer will be made to the shareholders of PIL (other than Sellers) whose names appear on the Register of the Members of PIL at the close of business hours on 26/06/2003(the "Specified Date"). The Letter of Offer (LOO) will be despatched to these shareholders.
2. All shareholders other than those mentioned in (a) above, who own the shares of PIL anytime before the closure of the offer are eligible to participate in the offer. Shareholders who wish to accept the offer, and tender their equity shares will be required to send their Form of Acceptance, share certificate(s), and transfer deed(s) to Bigshare Services Pvt. Ltd., Registrar to the Offer, in accordance with the instructions specified in the Letter of Offer and on the Form of Acceptance.
3. Shareholders holding the shares in dematerialized form and who wish to tender their shares will be required to send their Acceptance form with a photocopy of the Delivery Instruction Slip in �off-market� mode or the counterfoil of the delivery instruction in �off-market� mode duly acknowledged by the Depository Participant (DP) in favour of the Special Depository Account, to the Registrar to the Offer.
4. For the purpose of this offer a Special Depository Account has been opened with Keynote Capitals Limited, in the name and style of �Bigshare Services Pvt. Ltd. � Prabhat India Limited - Open Offer�. The DP ID No. is 24300 and the Beneficiary ID No. is 1202430000002585. The shareholders holding shares with NSDL DP shall use Inter Depositary slip

7. The unregistered equity shareholders are required to send relevant documents to the Registrar to the Offer and are not required to submit any indemnity in this respect.
8. Subject to the conditions governing this Offer as mentioned in the Letter of Offer, the acceptance of this Offer by equity Shareholders of PIL must be absolute and unqualified. Any acceptance to this Offer which is conditional and incomplete in any respect will be rejected without assigning any reason whatsoever.
9. The Registrar to the Offer will hold in trust the Share certificates, Form of Acceptance cum Acknowledgement, if any, and the transfer form/s on behalf of the shareholders of PIL who have accepted the Offer, till the drafts / pay orders for the consideration and/ or the unaccepted share certificates are despatched/ returned. Equity Shares not accepted under the offer will be sent to the shareholders/applicants at their own risk by registered post.
10. A tentative schedule of activities for the public offer is listed below:

1. The equity shareholders who are desirous of withdrawing their acceptances tendered in the offer, can do so upto three working days prior to the date of the closure of the offer i.e. on or before Tuesday ,19/08/2003. The withdrawal option can be exercised by submitting the �Form of Withdrawal� (separately enclosed with Letter of Offer) to the Registrar to the Offer, Bigshare Services Pvt. Ltd. so as to reach them on or before 19/08/2003.

6. General

1. Acquirers can revise the price upwards upto seven working days prior to closure of the offer and revision if any in the offer price would appear in the same news papers where the Public Announcement has appeared. The same price would be paid to all shareholders who tender their shares in the offer.
2. Shareholders may note that if there is a competitive bid, the public offers under all the subsisting bids shall close on the same date. As the offer price can not be revised during 7 working days prior to the closing date of the offers / bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.
3. Registered & other equity shareholders who wish to tender their equity shares in response to the said offer should submit their form of acceptance along with other documents by hand delivery and/or by post at the address of the Registrar to the Offer mentioned below between 10.30 am. to 4.30 pm on all working days ( i.e. other than Sundays and Public Holidays).