BHANDARI CONSULTANCY AND FINANCE LIMITED This Public Announcement is being issued by Doogar & Associates Limited, (“D&A”), Manager to the Offer, on behalf of Shri Abhimanyu Sindhu (Acquirer) alongwith Smt. Ekta Sindhu and Abhimanyu Sindhu (HUF) (Persons acting in concert) pursuant to Regulation 10 and 12 and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (“Regulations”). I .The Offer (a) The Acquirer is making an Offer to acquire 8,10,100 equity shares (“shares”) of Rs. 10/- each fully paid up representing 20% of the paid up/ voting equity share capital, of “Bhandari Consultancy and Finance Limited” (“BCFL/ the Target Company”) at a price of Rs. 10/- (Rupees Ten only) per fully paid up equity share ("Offer Price") payable in cash subject to the terms and conditions mentioned hereinafter. (b) As on date of this Public Announcement, the Acquirer along with the persons acting in concert [“PACs” viz. Smt. Ekta Sindhu and Abhimanyu Sindhu (HUF)] is holding nil equity shares of Rs.10/- each, representing nil % of the paid up share/voting capital of BCFL . (c) With a view to acquire control and management of BCFL, Acquirers along with PACs have entered into an Acquisition Agreement ("Acquisition Agreement") dated 19.06.2002 with Promoters/ persons having control over the Company i.e. Shri Ravindra Bhandari, his associates and associated companies, collectively referred to as "Sellers", (which expression shall mean and include their heirs, executors, successors, associates, associate companies, administrators, nominees, legal representatives and assigns) to acquire18,34,960 fully paid up equity shares of Rs. 10 each of BCFL representing 45.30 % of subscribed and issued /voting capital at a price of Rs. 2.00 (Rupees two only) per fully paid up equity share. Assuming full acceptance of the offer , the post acquisition holding of the Acquirer and PACs in BCFL would be 26,45,060 shares representing 65.30% of Subscribed and issued share capital/ voting rights of BCFL. (d) The shares of BCFL are listed/ permitted to trade on The Stock Exchange, Mumbai (BSE), Delhi Stock Exchange (DSE) and Calcutta Stock Exchange (CSE). The shares of BCFL were also listed on the Madras Stock Exchange (MSE) but the Company requested MSE to delist its shares in the year 1997. (e) In terms of Regulation 20(3) of the Regulations, the shares of BCFL were infrequently traded on BSE and DSE during the relevant period i.e. during six months preceding the date of this Announcement. The shares of the Company are frequently traded in terms of Regulation 20(2) at CSE. Hence, the offer price is determined by the Acquirer and the Merchant Banker as per Regulation 20(3) of the SEBI (SAST) Regulations after taking into account the negotiated price under the agreement and other parameters including Return on Net-Worth, Book Value of the shares, Earning per Share, Price Earning multiple, the offer price in terms of Regulation 20(3) of SEBI (SAST) Regulations is justified. (f) The Offer is not subject to any minimum level of acceptances from shareholders. (g) Acquirer can revise the offer size and price (Regulation 26 of SEBI (SAST) Regulations 1997) till 10.09.2002, being the last date of revision viz. 7 working days prior to offer closure date and the same would be informed by way of Public Announcement in the same newspapers where the original public Announcement has appeared. Such revised Offer Price would be payable for all the shares tendered any time during the offer. (h) If there is any 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 letter of offers/ bids, it would, therefore be in the interest of the shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly. (i) The Acquirers & PACs have not acquired any shares in the past twelve months prior to the date of this Public Announcement. II. Information on the Acquirer Shri Abhimanyu Sindhu, S/o Ch. Mitter Sen, R/o 96-A, Subhash Nagar, Model Town, , Rohtak, Haryana, aged 34, is a business executive having wide experience in the field of share broking, leasing, hire purchase finances, coal transportation, coal benefication, mining and consultancy. Besides, he is also a publisher of "Hariibhumi Dainik" daily, Rohtak Publication. He is having a net worth of Rs.2,44,06,498/- (Rupees two crore forty four lac six thousand four hundred and ninety eight only) as on 31.03.2002 duly certified by Shri Ajay Pujani (Membership No. 92837) of M/s Nagar, Goel & Chawla, Chartered Accountants, B –11, 1st Floor, Shivalik, Opposite Malviya Nagar, New Delhi-110 017 vide his certificate dated 22.05.2002. He is a Director in Sindhu Trade Links Limited which is listed on DSE and Jaipur Stock exchange. Apart from this he is a full time director in Indus Portfolio (P) Limited, Aryan Coal Benefications (P) Limited, Param-mitra Coal Movers (P) Limited. He is also a partner in Indus Communications, SAS Loaders, AS Loaders. III. Information on Deemed Person(s) acting in concert (PACs) a) Smt. Ekta Sindhu, W/o Shri Abhimanyu Sindhu, R/o 96-A, Subhash Nagar, Rohtak, Haryana, aged 33, is having wide experience in field of finance and educational activities. She runs a Public School named Indus Public School. Her personal net worth is Rs. 57,08,333/-( Rupees fifty seven lac eight thousand three hundred and thirty three only) as on 31.03.2002 duly certified by Shri Ajay Pujani (Membership No. 92837) of M/s Nagar, Goel & Chawla, Chartered Accountants, B –11, 1st Floor, Shivalik, Opposite Malviya Nagar, New Delhi-110 017 vide his certificate dated 22.05.2002. b) Abhimanyu Sindhu (HUF), R/o 96-A, Subhash Nagar, Rohtak, Haryana is Hindu Undivided Family with Abhimanyu Sindhu as its Karta. The main area of activity of Abhimanyu Sindhu (HUF) is transportation. It is having a net worth of Rs. 20,85,552/- ( Rupees twenty lac eighty five thousand five hundred and fifty two only) as on 31.03.2002 duly certified by Shri Ajay Pujani (Membership No. 92837) of M/s Nagar, Goel & Chawla, Chartered Accountants, B –11, 1st Floor, Shivalik, Opposite Malviya Nagar, New Delhi-110 017 vide his certificate dated 22.05.2002. c) Among the PACs, Smt.Ekta Sindhu is wife of Shri Abhimanyu Sindhu and Shri Abhimanyu Sindhu is the Karta of Abhimanyu Sindhu (HUF). d) There has not been any formal agreement entered into by the Acquirer and PACs. IV. Information on BCFL, the target Company (a) BCFL is having its Registered Office at 4, Synagogue Street, II Floor, Kolkata-700 001 and was incorporated on 22.07.1992 with the Registrar of Companies, Kolkata. It was promoted by Shri Ravinder Bhandari with the object to carry on the business of finance and investments. Presently, the business activities of BCFL are confined to investments only. (b) The total listed paid up equity share capital of BCFL, as on the date of this Public Announcement is Rs.4, 05,05,000/- comprising 40,50,500 fully paid shares of Rs.10/- each. As on date of this Public Announcement, there are no partly paid up shares. (c) The Board of Directors has issued notices to shareholders for the forfeiture of 9,49,500 shares and has applied for the permission to the Stock Exchange in this regard. The approval for the same is pending with the Stock exchanges. (d) The shares of BCFL are presently listed at BSE, DSE and CSE. The shares of BCFL were also listed on the MSE but the Company requested MSE to delist its shares in the year 1997. (e) Based on the last available audited accounts, the total income and profit after tax for the year ended on 31.03.2001 are Rs.64.22 lacs and Rs.0.25 lacs respectively. As on 31.03.2001, the paid up share capital is Rs. 286.47 lacs and the net worth is Rs. 275.86 lac. For the year ended on 31.03.2001, the return on net worth is 0.091%, book value per share is Rs. 5.51 and Earning per share was Rs.0.005. As per the unaudited results on 31.03.2002 circulated to the Board of Directors for adoption in the Board meeting to be held on 30.06.2002, the total income and profit after tax are Rs.50.05 lacs and Rs.1.20 lacs respectively. As on 31.03.2002, the paid up share capital is Rs. 431.51 lacs and the net worth is Rs. 422.82 lacs. For the year ended on 31.03.2002, the return on net worth is 0.284%, book value per share is Rs. 8.45 and Earning per share was Rs.0.024. V. Object of the Offer (a) The offer to the shareholders of BCFL is made in accordance with Regulation 10 & 12 of the Regulations. (b) The prime object of the offer is to acquire control and management of BCFL. VI. Statutory Approvals / Other Approvals required for the Offer The Offer is subject to following approval: (a) As on date of this Public Announcement, to the best of Acquirer's knowledge, there are no statutory approvals required. The Offer would be subject to all other statutory approvals that may become applicable at a later date before the completion of offer. (b) SEBI has the power to grant extension of time to the Acquirers for payment of consideration to shareholders subject to the Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22 (12) of the Regulations, if there is any delay in receipt of statutory approval. If, however, the delay in obtaining the requisite approval takes place on account of any willful default by the Acquirer then provision contained in Regulation 22 (13) of the Regulations will also become applicable. VII. Financial Arrangement a) The Acquirer has made firm financial arrangements to meet the obligation under the offer in full. As per the Net Worth Certificates as on 31.03.2002, issued and duly certified by Shri Ajay Pujani (Membership No. 92837) of M/s Nagar, Goel & Chawla, Chartered Accountants, B –11, 1st Floor, Shivalik, Opposite Malviya Nagar, New Delhi-110 017 vide his certificate dated 22.05.2002, there are adequate liquid funds to finance the purchase of all the shares for which the present offer is being made. b) The total fund requirements for the acquisition of 8,10,100 fully paid up equity shares at Rs.10/- per share is Rs. 81,01,000/- (Rupees Eighty one lac one thousand only). In accordance with Regulation 28 of the Regulations, the Acquirer has created an Escrow Account in Bank of Baroda, East of Kailash Branch, New Delhi-110 065 of Rs. 28,35,350/- ( Rupees twenty eight lac thirty five thousand three hundred fifty only) being 35% of the total consideration payable to shareholders under the offer. c) The Acquirer has authorized D & A, Manager to the Offer to operate and realize the value of the Escrow Account in terms of the Regulations. d) The Manager to the Offer has satisfied itself about the Acquirer's ability to implement the offer in accordance with the Regulations. VIII. Other terms of the Offer (a) The Letter of Offer with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of BCFL whose names appear in the Register of Members of BCFL and to the beneficial owners of the shares of BCFL, whose names appear on the beneficial records of the respective Depositories, at the close of business hours as on 10.07.2002 (the "Specified Date"). The Letter of Offer will be mailed to such shareholders by 07.08.2002. The shareholders of BCFL are eligible to participate in the offer anytime before the closure of the offer by sending their Form of Acceptance cum Acknowledgement, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer viz.: Skyline Financial Services Private Limited, 123, Vinoba Puri, Lajpat Nagar II, New Delhi 110 024, Telephone No. Tel:(011) 6847136, Fax: (011) 6918352 either by Registered Post, Courier or Hand Delivery (between 10:00 a.m. to 5:00 p.m. on all working days), on or before the date of closure of the Offer i.e. 20.09.2002 in accordance with the instructions specified in the Letter of Offer & Application Form. The Contact person is Shri Subhash Aggarwal. (b) Skyline Finance Services Private Limited, the Registrar to the Offer, has opened a special depository account with Abhipra Capital Limited styled as “Skyline A/c-BCFL-Open Offer Escrow A/c”. The DP ID is IN300206 and the Beneficiary ID is 10601061. (c) Beneficial owners (i.e. those shareholders who hold shares in dematerialised form) can participate in the offer anytime before the closure of the offer i.e. 20.09.2002 by sending their Form of Acceptance cum Acknowledgement alongwith a photocopy of the delivery instructions in “Off- market” mode or counterfoil of the delivery instructions in “Off-market” mode, duly acknowledged by the Depository Participant (DP) in favour of special depository account as mentioned above to the Registrar to the Offer either by Registered Post, Courier or Hand Delivery (between 10:00 a.m. to 5:00 p.m. on all working days), on or before the closure of the Offer i.e. 20.09.2002 in accordance with the instructions specified in the Letter of Offer & Application Form. The Contact person is Shri Subhash Aggarwal. (d) Eligible persons to the offer may also download a copy of Form of Acceptance cum Acknowledgement, which is available on SEBI's website at http:/www.sebi.gov. in and can apply for the offer in such downloaded form. (e) The unregistered owners of shares are also eligible to participate in the Offer by sending their application in writing to the Registrar to the Offer on a plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No., together with the original Share Certificate(s) and transfer deed(s) and the original contract note issued by the broker through whom they have acquired their shares. No indemnity is required from unregistered shareholders. (f) In the event of non-receipt of Letter of Offer, the eligible persons may send application on plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No. along with all documents as mentioned above, so as to reach the Registrar to the Offer on or before the date of closure of the offer i.e. 20.09.2002 or in case of beneficial owners (those shareholders who hold shares in dematerialised form) may send the application in writing to the Registrar to the Offer on a plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, the name of the DP, DP ID No., beneficiary account number with a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instructions in “Off-market” mode, duly acknowledged by the DP in favour of special depository account so as reach the Registrar to the Offer on or before the closure of the Offer i.e. 20.09.2002. (g) The Registrar to the Offer will hold in trust the Shares/share certificate(s), shares lying in credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer deed(s), till the Acquirers complete their offer obligations in terms of the Regulations. (h) Applications which are complete in all respect and which reach the Registrar to the Offer on or before the date of closure of the Offer i.e. 20.09.2002 would be approved and accepted by the Acquirers. The payment of consideration for the applications so accepted will be made by crossed account payee cheque /demand draft/ pay order. The intimation regarding acceptance of applications and payment of consideration will be dispatched to the shareholders by registered post at the shareholders’ sole risk. In case of joint holder(s), the cheques / demand draft will be drawn in the name of the first holder and in case of unregistered owners of shares the consideration will be paid to the person whose name is stated in the contract note. (i) In the event of non acceptance of any application, all the documents as forwarded to the Registrar to the Offer will be sent back to the shareholder by Registered post at shareholders’ sole risk. In case of shares held in dematerialised form, to the extent not accepted will be credited back to the beneficiary account with the respective DP as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement. (j) A copy of this Public Announcement is also available on SEBI's website www.sebi.gov.in. (k)SHAREHOLDERS WHO HAVE ACCEPTED THE OFFER BY TENDERING THE REQUISITE DOCUMENTS, IN TERMS OF THE PUBLIC ANNOUNCEMENT / LETTER OF OFFER, CANNOT WITHDRAW THE SAME. (l) A schedule of the major activities in respect of the offer is given as under : Last date for a Competitive Bid 16.07.2002 (Tuesday) Specified Date (for the purpose of determining the names of those shareholders to whom the Letter of Offer would be sent) 10.07.2002 (Wednesday) Date by which Letter of Offer will be dispatched 07.08.2002 (Wednesday) Date of opening of the Offer 22.08.2002 (Thursday) Date for revising the offer price 10.09.2002 (Tuesday) Date of closing of the Offer 20.09.2002 (Friday) Date by which the acceptance/rejection under the Offer would be intimated and the corresponding payment for the acquired shares and /or the unaccepted shares/share certificates will be dispatched 19.10.2002 (Saturday) IX. General (a) The Acquirer can revise the price upwards upto 7 (seven) working days prior to closure of offer and if there is any upward revision in the Offer Price by the Acquirers till the last date of revision viz. 10.09.2002 the same would be informed by way of Public Announcement in the same newspapers in which the original Public Announcement had appeared. The Acquirer would pay such revised price for all the shares tendered any time during the offer and have been accepted under the offer. (b)Pursuant to Regulation 13 of the Regulations, the Acquirer have appointed Doogar & Associates Limited as Manager to the Offer. (c) The Acquirer and PACs accept full responsibility for the information contained in this Public Announcement and also for the obligations of Acquirer laid down in the Regulations and subsequent amendments thereof. Issued by Manager to the Offer: Doogar & Associates Limited 13, Community Centre, East of Kailash, New Delhi – 110 065 Tel.6472557,6419079,6218274 Fax (011) 6219491 Contact Person: Ms. Anvita Awasthi E-mail: doogar@ndf.vsnl.net.in Registrar to the Offer: Skyline Financial Services Private Limited 123, Vinoba Puri, Lajpat Nagar II, New Delhi-110 024 Tel. (011) 6847136 Fax: (011) 6918352 Contact Person: Shri Subhash Aggarwal On behalf of the Acquirer and PACs Date: 20.06.2002 Place : New Delhi PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF
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