PUBLIC
ANNOUNCEMENT
For the attention of the
Shareholders of Garnet Paper Mills Limited
(Registered
Office - 17, Milap Apartment,
S.V.Road,
Malad-(West), Mumbai- 400 064)
This public announcement is
being issued by Aryaman Financial Services Limited, on behalf of M/s. Monalisa
Mouldings Pvt. Ltd. and M/s. Azam Plastics Pvt. Ltd., pursuant to 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 (SAST) Regulations 1997 and subsequent amendments thereto (the
"Regulations ").
1.
The
Offer
a.
This offer is being made by
M/s. Monalisa Mouldings Pvt. Ltd. (Monalisa) and Azam Plastics Pvt. Ltd. (Azam)
(hereinafter referred to as Acquirers) having their registered office at 40,
Municipal Industrial Estate, Bapty Road, Mumbai- 400 008 to the shareholders
of Garnet Paper Mills Limited. Mr. Mohammed Aslam Khan, Mr. Mohammed
Azam Khan, Mr. Mohammed Anjum Khan and Mr. Mohhammed Alam Khan residing at Meher
Villa, Katharia Nani Daman, Daman- 396210 are termed as the Persons Acting In
Concert (PACs).
b.
Monalisa has entered into an
agreement dated 05/06/02 (“Acquisition
Agreement”) to acquire by private negotiations from Mr. Arun Kumar Kedia s/o
Mr.. Kishen Kumar Kedia and Mrs. Kusumadevi Kedia, W/o Mr.. Kishen Kumar Kedia
residing at 12/B, Lohtse Co-op. Hsg. Soc. Ltd., Ruia Park, Juhu, Mumbai- 400 009
(hereinafter referred to as “Vendor”), a total of 18,32,450 equity
shares of Rs. 10 each representing 40.41% of the voting capital of M/s. Garnet
Paper Mills Limited, (hereinafter referred to as “Target Company”/ “GARNET”) having its
registered office at 17, Milap Apartments, S.V.Road, Malad (West), Mumbai-400
064, for cash at a price of Re.1/- per share.
c.
Azam has entered into an agreement dated.
05/06/02 (“Acquisition Agreement”) to
acquire by private negotiations from Mr.Kishen Kumar Kedia, s/o Mr. Jugalkishore
Kedia and Mr. Sanjay Kumar Kedia, S/o of Mr.. Kishan Kumar Kedia residing at
12/B, Lohtse Co-op. Hsg. Soc. Ltd., Ruia Park, Juhu, Mumbai- 400 009
(hereinafter referred to as “Vendor”), a total of 4,25,400 equity
shares of Rs. 10 each representing 9.38% of the voting capital of M/s. Garnet
Paper Mills Limited, (“Target Company”
“GARNET”) having its registered office at 17, Milap Apartments, S.V.Road,
Malad (West), Mumbai-400 064, for cash at a price of Rs.1/- per share.
d.
The vendors belong to the
Promoter Group of the Target Company.
The mode of payment of the consideration for the shares acquired under
the agreement is cash and the total consideration of Rs. 22,57,850 shall be paid at the time of completion
of all the takeover formalities.
The agreement dated 05/06/02 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.
e.
As on the date of the
agreement, the Acquirers do not hold any shares of the Target
Company.
f.
The Acquirers are now making
offer to the public shareholders of Garnet to acquire further 20,92,520 equity
shares representing 20.00% of the issued and paid up equity share capital of
Garnet at a price of Rs. 10/- per equity share for fully paid up shares and Rs.2.50 per
share for partly paid up shares (the "Offer Price") payable in cash. The number
of fully paid shares with the public are 6,89,700 and the balance 14,02,820
shares are partly paid up shares.
The Offer is not subject to any minimum level of acceptance and the
Acquirer will acquire all the equity shares of Garnet that are tendered in valid
form in accordance with the terms and conditions set out herein and in the
Letter of Offer to be sent to the shareholders up to a maximum of 20,92,520
equity shares.
g.
The equity shares of Garnet
are listed on the Stock Exchanges at Mumbai, Ahmedabad and Delhi. There has been
no trading in the shares of Garnet during the preceding 6 calendar months prior
to the month in which this public announcement is made. The last traded price of
the share on the Stock Exchange at Mumbai, was on 21st July, 2000 at
Rs. 6.70 and the number of shares traded were 100. The trading in the shares of the company
are suspended since 7th January, 2002 due to non- payment of listing
fees. The offer price has been
arrived at as per the Regulation 20 (3) of the SEBI Takeover Regulations taking
into account the negotiated price of Re. 1/-, and other parameters as on
31.03.2002 such as Book Value of Rs. 9.58, EPS and Return on Net worth being
nil. During the past 26 weeks period prior to the date of this public
announcement, the Acquirer has not acquired any equity shares of the target
company. No preferential allotment
has been made to the Acquirers (including PACs) at any time.
2.
Information about the
Acquirers
The Acquirers are group
companies with all the directors common. The Acquirers have promoted a listed
company Monalisa Infotech Ltd., listed on the Stock Exchanges at Mumbai and
Ahmedabad.
I. M/s
Azam Plastics Pvt. Ltd. ( Azam)
a.
Azam was incorporated as a
private limited company on August 01, 1989 under the Companies Act, 1956 in the
name Azam Plastics Pvt. Ltd. The Registered office of the Company is situated at
40, Municipal Industrial Estate,Bapty Road, Mumbai – 400 008.
b.
The company has been
promoted by Mr. Abdul Aziz Mooza Khan and Mr. Azam Abdul Aziz Khan. The
directors of the company are Mr. Mohammed Aslam Khan, Mr. Mohammed Azam Khan,
Mr. Mohammed Anjum Khan and Mr. Mohhammed Alam Khan. The Company is not listed on any Stock
Exchange.
c.
The company was engaged in
the business of manufacture of Injection Moulded Plastic articles for household
use till the financial year 1997-98.
Thereafter due to competition from other units the margins were put on
pressure and the company decided to discontinue its activities. Azam is presently not engaged in
any business.
d.
As on 31st March,
2002 the Share Capital of Azam was
Rs. 16.80 lacs divided into
16800 equity shares of Rs. 100 each
fully paid up. The net worth as on March 31st 2002 was Rs. 39.15
lacs. The total income for the period ended 31st March, 2002 was Rs.
0.65 lacs with a net loss of Rs. 19.74 lacs. For the year ended 31st
March, 2002 book value per share was Rs. 233.06 the Earnings Per Share was Rs.
(81.81) and Return on Networth was (35.10)%.
II. M/s Monalisa Mouldings
Pvt. Ltd.
(Monalisa)
a.
Monalisa was incorporated as
a private limited company on December 10, 1991 under the Companies Act, 1956 in
the name Monalisa Mouldings Pvt. Ltd. The Registered office of the Company is
situated at 40, Municipal Industrial Estate, Bapty Road, Mumbai – 400 008.
b.
The company has been
promoted by Mrs. Parveen Khan, Mrs. Nasreen Khan and Mr. Mohammad Azam Khan. The
directors of the company are Mr. Mohammed Aslam Khan, Mr. Mohammed Azam Khan,
Mr. Mohammed Anjum Khan and Mr. Mohhammed Alam Khan. The Company is not listed on any
Stock Exchange.
c.
The company was engaged in
the business of manufacture of Injection Moulded Plastic articles for industrial
use till the financial year 1997-98.
Thereafter due to competition from other units the margins were put on
pressure and the company decided to discontinue its activities. Monalisa is presently not engaged
in any business.
d.
As on 31st March,
2002 the Share Capital of Monalisa
was Rs. 20.38 lacs divided into
20380 equity shares of Rs. 100 each
fully paid up. The net worth as on March 31st 2002 was Rs. 335.98
lacs. The total income for the
period ended 31st March, 2002 was Rs. Nil with a net loss of Rs. 1.79
lacs. For the year ended
31st March, 2002 book value per share was Rs. 1648.59, the Earnings
Per Share was Rs.(8.79) and Return on Networth was
(0.53)%.
Information
About Pacs
Apart
from the Acquirer, Mr. Mohammed
Aslam Khan, Mr. Mohammed Azam Khan, Mr. Mohammed Anjum Khan and Mr. Mohhammed
Alam Khan, directors of the Acquiring company are the Persons Acting in Concert
(PACs) for the purpose of this offer in terms of Regulation 2 (e) of the SEBI
(SAST) Regulations. The PACs are
related to each other to the extent that they are directors in the Acquirer
company and that are from the same family. There has been no agreement between
the PACs as regards the open offer.
The Acquirer and the PACs have not entered into any agreement with regard
to the offer/acquisition of shares. The details of the PACs are as under
:
I. Mr. Mohammed Aslam Khan
a.
Mr. Mohammed Aslam Khan,
aged 46 years is residing at Mehar Villa. Kathiria, Nani Daman. He is the
Chairman of Monalisa Infotech Ltd. He is a graduate in Arts and Law and has over
two decades of experience in manufacturing and marketing activities. He was the
ex-president of Daman Industries Association besides being the Hon. Vice
President of Indian Red Cross Society. He is also the member of Telephone
Advisory Committee, Daman and Diu and Western Railway Advisory Committee,
Vapi.
b.
The Net worth of Mr.
Mohammed Aslam Khan as on 31/03/2002 is
Rs 267.60 lacs as certified by M/s. Tiwari Samani and Associates,
Chartered Accountants (membership
no. of Mr. Kamalaprasad R. Tiwari- 43003), having their office at D/205/206,
Navyug CHS Ltd., Aarey Road, Goregaon (East), Mumbai- 400063, Telephone No. : 022 8756531.
II. Mr. Mohammed Azam
Khan.
a.
Mr. Mohammed Azam Khan aged
41 years, is residing at Mehar Villa. Kathiria, Nani Daman. He is the Managing Director of Monalisa
Infotech Ltd. He is a graduate in Commerce and Law and has over two decades of
experience in manufacturing and marketing activities including construction
activities through family concerns. He has also acquired knowledge in the
Information Technology field.
b.
The Net worth of Mr.
Mohammed Azam Khan as on 31/03/2002 is
Rs 313.10 lacs as certified by M/s. Tiwari Samani and Associates,
Chartered Accountants (membership
no. of Mr. Kamalaprasad R. Tiwari- 43003), having their office at D/205/206,
Navyug CHS Ltd., Aarey Road, Goregaon (East), Mumbai- 400 063, Telephone No. : 022 8756531.
III. Mr. Mohammed Anjum
Khan
a.
Mr. Mohammed Anjum Khan aged
37 years, is residing at Mehar Villa. Kathiria, Nani Daman. He is a graduate
(Gold Medalist) in the Arts and Law and has done diploma in Mechanical and
Electrical Draftsmanship. He has
experience of 15 years in the line of manufacturing and marketing activities
including export activities. He is a member of Modern Plastics International and also a committee
member of Daman Industries
Association, Daman. He is currently looking after Groups export business based
at USA.
b.
The Net worth of Mr.
Mohammed Anjum Khan as on 31/03/2002 is
Rs 273.01 lacs as certified by M/s. Tiwari Samani and Associates,
Chartered Accountants (membership
no. of Mr. Kamalaprasad R. Tiwari- 43003), having their office at D/205/206,
Navyug CHS Ltd., Aarey Road,
Goregaon(East), Mumbai- 400 063, Telephone No. : 022 8756531.
IV. Mr. Mohammad Alam
Khan
a.
Mr. Mohammad Alam Khan aged
35 years is residing at Mehar Villa. Kathiria, Nani Daman. He is a Graduate in
Commerce and Law and has 13 years of experience in manufacturing and marketing
activities.
b.
The Net worth of Mr.
Mohammed Alam Khan as on 31/03/2002 is
Rs 19.11 lacs as certified
by M/s. Tiwari Samani and Associates, Chartered Accountants membership no. of Mr.
Kamalaprasad R. Tiwari- 43003), having their office at D/205/206, Navyug CHS
Ltd., Aarey Road, Goregaon(East), Mumbai- 400 063, Telephone No. : 022 8756531.
3.
Information on the Target
Company - Garnet Paper Mills Limited (Garnet)
a.
Garnet is a Public Limited
Company having its Registered Office at 17, Milap Apartments, S.V.Road,
Malad(West), Mumbai- 400 064. The company was incorporated on September 6,
1995. The promoters of the company
are Mr. Kishen Kumar Kedia, Mr. Sanjay Kedia, Mr. Arun Kedia, Mrs. Kusum Devi
Kedia, Mr. Sohanlal Kedia, Mrs. Anupama Agrawal and Mrs. Sharmila Agrawal. The
present Directors of the company are Mr. Kishen Kumar Kedia, Mr. Sanjay Kedia,
Mr. Arun Kedia and Mr. Sohanlal Kedia.
b.
The Authorised Share Capital
of the company is Rs. 1200.00 lacs. The Issued capital of the company is Rs.
1046.26 lacs divided into 1,04,62,600 Equity shares of Rs. 10/- each. The
Subscribed and Paid up Equity Share Capital of Garnet as on 31.03.2002 is Rs.
603.99 lacs divided into 45,34,700
shares of Rs. 10/- each fully paid and 59,27,900 shares of Rs. 10/- each on
which Rs. 2.50 has been paid. The partly paid shares do not carry any voting
rights. The shares of the company are listed on The Stock Exchange, Mumbai, The
Stock exchange, Ahmedabad and The Stock Exchange, Hyderabad. The Equity shares
of the company have been suspended from trading on The Stock Exchange, Mumbai
from January 7, 2002, due to non-payment of the listing fees. However the company has since paid the
listing fees and expects the trading to be activated shortly.
c.
Garnet was incorporated with
the main objects to carry on the
business of manufacturing paper, duplex board and other related paper
products and produces. The company
had come out with a public issue during September 1996 to set up a project to
achieve the above said object. Due
to non-receipt of the allotment money in the public issue the project could not
be implemented and as on date the company is not carrying on any business
activities.
d.
Total Income of the Company
for the year ended 31st March, 2002 was Rs. NIL with a net loss of
Rs. 1.50 lacs.
4. Reason for the Offer and Future Plans
about Target Company.
a.
The offer to the
Shareholders of Garnet has been made pursuant to Regulation 10 and 12 and other
provisions of Chapter III and in
compliance with the regulations for
the purposes of substantial acquisition of voting rights with change
in control and management of the company.
b.
The Acquirers do not have
any intention to dispose of or otherwise encumber any assets of GARNET in the
next two years from the date of closure of the offer, except in the ordinary
course of business of GARNET.
c.
The purpose of acquiring the
Target Company is diversify the business of the target company and enter into
the fields of entertainment and media business and thereby to give a better
status by way of listing on the stock exchange.
5. Statutory Approvals and Conditions of the
Offer.
a.
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.
b.
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 willful
default of the Acquirers in
obtaining the requisite approvals, Regulation 22(13) will become
applicable.
6. Financial Arrangements
a.
The Acquirers have adequate
and firm financial resources to fulfill the obligations under the open offer.
The sources of funds shall be through internal resources of the company. 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.
b.
The maximum purchase
consideration payable by the Acquirers in the case of full acceptance of the
offer i.e. 20,92,520 equity shares is Rs. 104.04 lacs. It is proposed to pay
Rs.10/- per share for fully paid shares and Rs.2.50/- per share for partly paid
shares. The Acquirer has deposited
17,000 shares of Rashel Agrotech Limited with the Manager to the Offer , having
market value of Rs. 204 per share (05/06/2002) on the Mumbai Stock Exchange)
totaling to Rs. 34.68 lacs against
the funds requirements to be placed in Escrow account of Rs. 26.01 lacs
i.e. 25% of the total consideration payable, with a margin of around 33.33%. The Acquirer has also empowered
the Manager to the Offer to realise the value of such securities by sale or otherwise as per Regulation 28(7) of
the Regulations.
c.
The Acquirer has also made a
Fixed deposit of Rs. 1.05 lacs
(being 1% of the purchase consideration payable under this offer) with UCO
Bank, Mumbai under Regulations
28(10), on which a lien has been granted in favour of the Manager to the
Offer.
d.
M/s Tiwari Samani &
Associated, Chartered Accountants
(membership no. of Mr. Kamalaprasad R.Tiwari – 43003), having their office at
D/205/206, Navyug CHS Ltd.,Aarey road, Aarey Check Naka Signal, Goregaon (East),
Mumbai- 400 063 telephone No. : 022
875 6531 have confirmed vide their
certificate dated June 3, 2002 that sufficient resources are available to allow
the Acquirers to fulfill its obligations under the offer. 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.
e.
The Manager to the offer
confirms that firm arrangements for funds and money for payment through
verifiable means are in place to fulfill offer
obligations.
7. Other Terms of the
Offer
a.
The Letter of Offer together
with the Form of Acceptance cum
Acknowledgement will be mailed to the shareholders of Garnet (except the
Acquirer, the Persons Acting in
Concert, and the parties to the agreement) whose names appear on the Register of
Members of Garnet at the close of the business on 28/06/02 (the Specified
Date).
b.
Shareholders who wish to
tender the shares will be required to send the Form of Acceptance cum
Acknowledgement, Original Share Certificate (s) and Transfer Deed (s) duly
signed to the Manager to the Offer at Aryaman Financial Services Limited, 35,
Atlanta, Nariman Point, Mumbai 400 021, either by hand delivery during normal
business hours Monday to Friday
11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) or by Registered Post on
or before the close of the offer i.e. 06/09/02 in accordance with the
instructions specified in the Letter of Offer and the Form of Acceptance cum
Acknowledgement.
c.
All owners of shares, registered or
unregistered (except the Acquirer,
the Persons Acting in Concert, and the parties to the agreement), 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 Manager 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.
d.
In case of non-receipt of
the Letter of Offer, eligible persons may send their acceptance to the Manager
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 documents as mentioned above, so as to reach the
Manager to the Offer on or before the close of the Offer, i.e.
06/09/02.
e.
The Manager to the Offer
will hold in trust the shares, Form of Acceptance cum Acknowledgement, if any,
and the transfer form(s) on behalf of the shareholders of Garnet who have
accepted the offer, until the cheques/ drafts for the consideration and/ or the
unaccepted shares/ share certificates are dispatched/
returned.
f.
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.
g.
In case the shares tendered in the offer
by the shareholders of Garnet are more than the shares to be acquired under the
offer, the acquisition of the shares from each shareholder will be as per the
provision of Regulation 21(6) of the Regulations on a proportionate basis.
h.
Shares, if any, that are
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.
i.
Schedule of the Activities pertaining to the Offer is
given below:
ACTIVITY
|
DAY &
DATE |
|
Specified Date (for
the purpose of determining the names of shareholders to whom the Letter of Offer would be
sent) |
Friday,
28/06/02 |
|
Last date for a
Competitive Bid |
Sunday,
30/06/02 |
|
Date by which Letter
of Offer to be posted to the
shareholders.
|
Wednesday,
24/07/02 |
|
Date of Opening of the
Offer |
Thursday,
08/08/02 |
|
Last date for revising
the offer price / Number of shares |
Wednesday,
28/08/02 |
|
Date of Closure of the
Offer
|
Friday,
06/09/02 |
|
Date by which
acceptance/ rejection under the Offer would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/
share certificates will be
despatched/ credited.
|
Saturday,
05/10/02 |
8. General
a.
Shareholders who have
accepted the offer by tendering the requisite documents in terms of the Public
Announcement or the Letter of Offer cannot withdraw the
same.
b.
The Acquirers (including PACs), Sellers
and the Target Company have not
been prohibited by SEBI from dealing in securities in terms of directions issued
u/s. 11 B of SEBI Act.
c.
If there is any upward
revision in the offer price before the last date of revision (i.e. 28/08/02) or
withdrawal of the Offer, the same
would be informed by way of Public
Announcement in the same Newspapers
where the original public Announcement appeared. Such revised offer price would be
payable to all the shareholders who have tendered their shares any time during
the offer and have been accepted under
the offer.
d.
Pursuant to Regulation 13 of
the Regulations, The Acquirers have appointed Aryaman Financial Services
Limited as Manager to the Offer.
e.
The Acquirers (including
PACs), accept full responsibility for the information contained in this
Announcement and also for the obligations of the Acquirer (including PACs) as
laid down in the Regulations.
f.
For further details please
refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public
Announcement is also available on SEBI's website at http://www.sebi.com/ .Eligible persons to the
Offer may also download a copy of the Letter of Offer and Form of Acceptance cum
Acknowledgement, which will be available on SEBI's website at http://www.sebi.comfrom/from the offer
opening Date i.e. 08/08/02 and apply in the same.
|
Issued by : Manager To The Offer |
On Behalf
of |
|
Aryaman Financial Services
Limited, 35,
Atlanta, Nariman Point, Mumbai – 400 021. Tel. : (022) 282 6465/66, Fax : (022) 282 6467, Email : aryaman@bom2.vsnl.net.in.
Contact Person : Ms. Radha Kirthivasan |
M/s. Monalisa
Mouldings Pvt. Ltd. and Azam Plastics Pvt. Ltd.(Acquirers) and Mr.
Mohammed Aslam Khan, Mohammed Azam Khan, Mohammed Anjum Khan and Mohhammed
Alam Khan (PACs) |
Place : Mumbai
Date : 05/06/02