-

PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF

INDUSTRIAL INVESTMENT TRUST LIMITED

This Public Announcement “ PA “ is being issued by Indian Overseas Bank Merchant Banking Division, the Manager to the Offer on behalf of M/s Superstar Exports Private Limited (“SEPL “), Acquirer No 1, M/s Raneka Fincom Private Limited (“ RFPL ‘),Acquirer No 2,M/s Padmavatiasha Properties and Projects Private Limited (“PPPL “), Acquirer No 3, and M/s Pranam Securities Limited (“PSL “ ) Acquirer No 4 (hereinafter collectively referred to as “Acquirers”) to the fully Paid Equity Shareholders of Industrial Investment Trust Limited (herein after referred to as “IIT “or the “Company” or the “Target Company “pursuant to Regulation 10 read with regulation 12 and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto [“SEBI (SAST) Regulations”].

I         Background to the Offer:

1.1  This offer is being made by the acquirers ,viz  

1.      M/s Superstar Exports Private Limited-Acquirer No 1

2.       M/s Raneka Fincom Private Limited-Acquirer No 2

3.       M/s Padmavatiasha Properties and Projects Private Limited-Acquirer No 3 and

4.       M/s Pranam Securities Limited –Acquirer No 4

to the equity shareholders of  Industrial Investment Trust Limited, having its Registered office at, No 14 E, Rajabahadur Mansion,2^nd floor,28,Bombay Samachar Marg, Mumbai-400 001.No other entity/person is acting/deemed to be acting in concert with the Acquirers for the purpose of this Offer.

1.2  On April 9^th 2005,  the Acquirers entered in to two  Share Purchase Agreements – SPA to acquire in the aggregate 43,61,597  (Forty Three Lakhs Sixty one Thousand Five Hundred and Ninety Seven Only) fully paid up Equity Shares of Rs 10/- each at a Price of Rs 40 Per share, representing 43.62 % of the total paid up equity share capital and voting rights of “IIT”

 

1.3  The Acquires are making an offer to the public to acquire 20,00,000 equity shares of Rs 10/- each fully paid up representing 20 % of the paid up equity share capital / Voting Right of “ IIT “ at a price of Rs 40 /- (Rupees Forty Only)   per fully paid up equity share ( “Offer Price “) payable in cash subject to the terms and conditions mentioned hereinafter.    

1.4  The Salient features of the Share Purchase agreements dated 9^th April 2005 are:

                           

1)      Shares to be acquired under the agreements

 

A) From Promoters

 

B) Other Shareholders       

 

C) Total Number of shares to be Acquired under Agreements (A+B)            43,61,597

                       

2) The Acquirers have paid the Consideration for 43,61,597 Equity Shares at Rs 40.00/- Per Share aggregating Rs 17,44,63,880 (Seventeen Crores Forty Four Lakhs Sixty Three thousand eight hundred and eighty Only ) to the Escrow agents M/S Crawford Bayley & Co.

3) The Sellers have given to the Escrow Agent for safe custody, undated but signed delivery instruction slips (“Delivery Instructions”) instructing the respective Seller DPs to

(i) debit such Sellers’ account to the  extent of their respective shareholding on the closing date    

(ii) Transfer the right,title and interest in the respective share holders to such acquirer and

(iii) give effect to the transfer of their respective shareholding to the dematerialisation account of the respective acquirer.

4) Closing shall take place at Mumbai on a date (the “Closing Date”) and at a place set by the Escrow Agent, which date shall be within 2 (two) Business Days of (i)  the Acquirers having complied with the provisions of, and fulfilled their obligations under, the SEBI Takeover Regulations for the making and completion of open offers for Shares of the Company and for Nu-Tech Corporate Services Limited (formerly IIT Capital Services Limited), a company duly organised and existing under the laws of India having its registered office at 14E, Rajabahadur Mansion, 2^nd floor, Bombay Samachar Marg, Mumbai 400001, Maharashtra, India (“Nu-Tech Corporate Services Limited”) and (ii) Manager to the offers having certified the unconditional fulfilment of the provisions of the SEBI Takeover Regulations Pertaining to Escrow Account.

                       

5) On the Closing Date

a) The Escrow Agent shall pay or cause to be paid to each of the Seller’s its respective share of the Purchase Price together with interest thereon by way of banker’s cheques / demand drafts and thereafter

b) The Escrow Agent shall date and deposit with each of the Seller DPs the delivery instruction slips instructing each of the Seller DPs such that each respective Seller’s account is debited to the extent of its respective shareholding, the right, title and interest in such shareholding is transferred to the Acquirers, and the transfer of such shareholding to the dematerialisation account of the Acquirers is effected; and

c) The Escrow Agent shall date and give to the Company, the Resignation Letters of the Directors.

6) The Acquirers shall not apply for the registration of any Shares of the Company, including the shares to be acquired from the Sellers under this Agreement / the Escrow Agreement, in its name unless and until its Merchant Bankers have certified the unconditional fulfilment of the provisions of the SEBI Takeover Pertaining to Escrow account.

7) In the Event of closing date not occurring for any reason whatsoever or the acquirers not complying with obligations under the SEBI Takeover Regulation, the seller shall be paid Purchase Consideration and the escrow agent shall dispose of the shares in accordance with directions of SEBI or in accordance with law.

8) The present directors of the company during the pendency of the agreement, shall continue the management of the company. On completion of the purchase of shares under this agreement, the acquirers shall get appointed or shall nominate persons as Directors on the Board of the company.  Simultaneously the present Directors shall resign from the Board of the company.

1.5 The Shares to be acquired under this Offer will be acquired free form all liens, charges and encumbrances and together with all rights attached thereto, including rights to all dividends to be declared after all the formalities relating to this Offer are completed.

1.6 There are no partly paid up Equity Shares of the Target Company.

1.7 The Offer is NOT subject to any minimum level of    acceptance. The         Acquirer           will accept all the        valid tenders. In case the Shares       tendered in the            Offer    by        the Shareholders of the Target Company      are more than the Shares to be          acquired under       the Offer, the   acquisition of   Shares from each       Shareholder    will be as per   provisions of Regulation         21(6) of the SEBI (SAST) Regulations           on a     proportional basis, irrespective of whether the Shares          are held in       physical or dematerialised form. The       Equity Shares of the Target    Company        are in   compulsory dematerialisation form and the             minimum         marketable lot is          one Equity Share.

1.8 The Shares of the Target Company are listed on The           Stock Exchange;         Mumbai Based on the        information available, the Shares of the Target          Company is frequently traded on The Stock Exchange,   Mumbai.

(Source: www.bse-india.com) within the meaning of      Explanation (1) to Regulation 20(5) of the SEBI (SAST)         Regulations.

1.9  The Acquirers have not acquired any shares of IIT at a price above the offer price of Rs 40 per share, including by way of allotment in public or rights issue or by way of preferential allotment during the 26-Weeks period prior to the date of this public Announcement.

1.10 Justification for the Offer Price in terms of the         Regulation 20(4) of the           SEBI (SAST)      Regulations:

	Rs
(a)   The negotiated price under the Agreement referred to in Sub Regulation 1 of regulation 14 .	40.00
(b)   Price paid by the Acquirers for acquisition, if any, during the twenty six week period prior to the date public announcement	-
(c)   The average of the weekly high and low of the closing prices of the Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company are most frequently traded during the twenty six weeks or the average of the daily high and low of the prices of the Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company are most frequently traded during the two weeks preceding the date of Public Announcement.	29.89

          The Offer price is Rs 40.00./- which is highest of the above three and hence, the Offer price is justified.

1.11 This is not a competitive bid.

II        Information about the Acquirers:

a.       M/S SUPERSTAR EXPORTS PRIVATE LIMITED Acquirer No 1

          1) SEPL is a Company incorporated on 19^th January 2004 under the Companies Act, 1956, having its registered office at J.K.Somani Building, 2nd Floor, British Hotel lane Fort, Mumbai-400 023.It is an Unlisted Company.

          2) The Present Directors of SEPL are MR.C.P.Khandelwal Mrs.Anju Khandelwal and, Mr.Nikhil Khandelwal

          3) The Acquirer company was promoted by Mr. Vijay Dargar and Mr.Sanjay Gupta. The company was later acquired by Mr.C.P.khandelwal who is presently in control of the Company.

          4) The Acquirer Company belongs to “Systematix group “. comprising M/s Systematix Corporate services Limited, M/s Systematix Capital services Limited, M/s Southern Shares and Stocks Limited, M/s Southern Commodities Brokers  Private Limited and M/S Shiva Sakthi Real Estate Private Limited

         

          5) The Financial details of SEPL as on 31^st March 2005 are as follows:

          i) The authorized Capital is Rs 1, 00,000 divided in to 10000       equity shares of Rs 10/- each.

          ii) The issued, subscribed and paid up capital is Rs 1,00,000      divided in to 10,000 Equity shares of Rs 10/-each.

          iii )   There is no operating income for the year ending 31^st march 2004 & 2005.

          iv) The Net worth of M/s SEPL as on 9th April 2005 being the date of Execution of SPA is Rs 423.00 Lakhs as Certified by M/s Maharaj N.R.Suresh & Co                    Chartered accountants No 5 II lane II Main Road Trustpuram Chennai-600 024.

                                      

          6) The Company was incorporated with a main object of carrying on      business of traders, distributors, importers; Exporters Etc.The Company intends to pursue the same Line of activities in the financial year          2005-06.

b.             M/S RANEKA FINCOM PRIVATE LIMITED Acquirer No 2

1) RFPL (NBFC)  is a Company incorporated on 3^rd April 1995 under the Companies Act, 1956, originally in the name of Raneka Financial Services Limited. It changed its name on 17^th December 1998 to Raneka Fincom Limited. The name of the company again changed as Raneka Fincom Private Limited from 2^nd September 2003.Presently the registered office is situated at 316, Navneet plaza, 5/2 old Palasia, Indore, Madyapradesh. It is an Unlisted Company.

          2) The Present Directors of REPL are MR. Sunil Jain and Mrs.Sangeetha Jain and Mr.C.P.khandelwal.

          3) REPL is presently engaged in business of Finance, Investment, Hire purchase and Leasing.

         

          4) The Acquirer Company belongs to “Systematix group “.

         

          5) The Financial details of SEPL as on 31^st March 2005 are as follows:\

          i) The authorized Capital is Rs 1, 50, 00,000 divided in to 15, 00,000 equity shares of Rs 10/- each.

          ii) The issued, subscribed and paid up capital is Rs 90, 29,500 divided in to 9, 02,950 Equity shares of Rs 10/-each.

          iii) Based on the latest certified financial datas made up to 31.03.2005

          a)Gross income                 Rs 967.09 Lakhs

          b) Net profit                         Rs   26.59 Lakhs

          iv) The net worth of M/s RFPL  as on 31^st March 2005 is Rs 272.09 Lakhs as certified by M/s Munish & Co Chartered accountants 305,Navneet Plaza,5/2 Old Palasia Indore-452 018                                          

c.             M/S PADMAVATIASHA PROPERTIES & PROJECTS PRIVATE LIMITED Acquirer No 3

1) PPPL is a Company incorporated on 27^TH June 2003 under the Companies Act, 1956, having its registered office at 101, N.R.House old High Court Lane, Ashram Road Ahmedabad-380 009.It is an Unlisted Company.

.

          2) The Present Directors of PPPL are Mr.G C .Pipara, Mr.Sanjay Dangi and Mrs.Alpana Dangi.

          3) PPPL is incorporated with the main object of carrying business of acquiring any kinds of properties such as lands, buildings flats, dwelling houses, shops, offices, industrial estates etc.

          4) The Acquirer no 3 company was promoted by G C Pipara and Prakash J shah and it is Presently Controlled by Mr.Sanjay Dangi & Family.

          5) The Financial details of PPPL as on 31^st March 2005 are as follows:

          i) The authorized Capital is Rs 25,00,000 divided in to 2,50,000 equity    shares of Rs 10/- each.

          ii) The issued, subscribed and paid up capital is Rs 5, 40,000 divided in to 54,000 Equity shares of Rs 10/-each.

          iii) Based on the latest certified financial data made up to 31.03.2005

          a)Gross income                 Rs 44.57 Lakhs

          b) Net profit                         Rs  3.07  Lakhs

          iv) The net worth of M/s PPPL as on 9^th April 2005 being the date of execution of SPA is Rs 585. 56 Lakhs as Certified by M/s Maharaj N.R.Suresh & Co Chartered accountants No 5 II lane  II Main Road Trustpuram Chennai-600 024        

                                                            

            d.         M/S PRANAM SECURITIES LIMITED - Acquirer no 4

                       

       1) PSL is a Company incorporated on 10^TH August 1994 under the Companies Act, 1956, having its registered office at 104, N.R.House, near popular house, Ashram Road Ahmedabad-380 009.It is an Unlisted Company.

.

          2) The Present Directors of PSL are Mr.G C.Pipara, Mr.Sanjay Dangi and Mrs.Alpana Dangi.

          3) PSL  is Presently engaged in business of Trading/ Investment in Shares & Securities.

          4) The Acquirer company was promoted by G C Pipara and presently it is controlled by Mr.Sanjay Dangi & family.

         

          5) The Financial details of PSL as on 31^st March 2005 are as follows:

          i) The authorized Capital is Rs 15,00,000 divided in to 1,50,000  equity   shares of Rs 10/- each.

          ii) The issued, subscribed and paid up capital is Rs 6,39,800 divided in to 63,980 Equity shares of Rs 10/-each.

          iii) Based on the latest certified financial data        made up to  31.03.2005

          a)Gross income                 Rs 8.38 Lakhs

          b) Net profit             Rs  8.35 Lakhs

          iv) The net worth of M/s PSL as on 9^th April 2005 being the date of execution of SPA  is   Rs 370.45 Lakhs as certified by M/s Maharaj N.R.Suresh & Co Chartered accountants No 5 II Lane II Main Road TrustPuram chennai-600 024

                                 

         

                        III         Information about the Target Company:

3.1  Industrial Investment Trust limited was incorporated under the Companies Act 1913,as a Public Limited Company on 10^th August 1933 with the Registrar of Companies, Bombay and it obtained certificate of Commencement of Business on 10^th November 1933.The Registered Office is situated at No 14 E,Rajabahadur mansion,2^nd floor,28,Bombay Samachar Marg,Mumbai-400 001

3.2   “ IIT “ is also registered with the reserve bank of India as a Non-deposit Accepting Non-banking Financial  company (NBFC) vide the RBI Certificate of registration bearing No B-13.01368  dated 15^th September 2000.

3.3  Total Paid-up Equity Share Capital of the Target Company as on the date of this Public Announcement is Rs 10,00,00,000 divided into 1,00,00,000 fully paid-up Equity Shares of Rs 10 each. There are neither partly paid-up Shares nor outstanding convertible instruments             as on the date of this Public Announcement,.

3.4 IIT has two wholly owned subsidiaries, namely, IIT    Corporate Services Limited and IIT Invest Trust Limited  

3.5 The target Company holds 31.01 % of the Equity capital of Nutech Corporate services limited (Formerly IIT Capital Services Limited) which was a subsidiary of IIT till 1994. Presently it is quoted in The Stock Exchange, Mumbai and The Calcutta Stock exchange. The company has leasing & Hire purchase as its main activity..

3.6 The main objects of the Target company are-

a) To carry on the business of an Investment trust Company and to Invest in and acquire and hold shares, stocks, debenture, debenture stocks, bonds etc.

b)To acquire any such Shares,Stocks,debentures,debenture,Stock,bonds,obligations or securities, by original subscription, participation in syndicates,tender,Purchase,exchange etc.

3.7 The Shares of the Target Company are listed on The Stock Exchange, Mumbai. The closing price of the Shares of the Target Company as on 8th April 2005 was Rs 34.85 /- per Share on The Stock Exchange, Mumbai.

3.8 Brief financials of the Target Company, based on the Audited Annual Accounts,   are as under:                       

(Rs in Lakhs)

Based on the closing price of Shares in The Stock Exchange, Mumbai, as on 8^th April 2005, and the EPS for the year ended March 31, 2004, the P/E Ratio is 14.70.                Times. Based on the Offer Price of Rs 40.00/- per Share, and the EPS of Rs 2.37 for the year ended March 31, 2004, the P/E Ratio is   16.87 times.

IV      Reasons for the Offer and Future Plans:

4.1  As explained in the opening paragraph of this Public Announcement, the Open Offer to the Shareholders of the Target Company is being made, pursuant to Regulation 10 and 12 of SEBI (SAST) Regulations for the purpose of substantial acquisition of Shares with change in control or management of the Target Company.

4.2  The acquirers and the group companies are presently engaged in Financial services such as Merchant banking, debt and equity placement broking in NSE and BSE and also member of the commodity stock exchange. The Acquirer envisage that the target Company can emerge as a leading player and one stop solution provider in the financial services sector by leveraging its standing and goodwill in combination with the strength and expertise of the acquirer group Companies.

4.3 The Acquirers, as required by the SEBI (SAST) Regulations state that they do not have any plans to make any major change to the existing lines of business of the Target Company or to dispose or otherwise encumber any assets of the Target Company in the next two years, except in the ordinary course of business of the Target Company and / or its subsidiaries and except to the extent if so deemed necessary, for the purpose of restructuring and / or rationalization of assets, investments, liabilities or otherwise of the Target Company in its interest, subject to the approval of the Shareholders of the Target Company, if so required.

4.4  It will be for the Board of Directors of the Target Company to take appropriate decisions as per the requirements of the business and in line with opportunities from time to time. It is hereby reiterated that any decision in relation to future plans of the Target Company or for disposal of or otherwise encumbering any assets of the Target Company would be for the Board of Directors of the Target Company to deal with.

V       Statutory Approvals required for the Offer:

5.1  No Approval from any banks/Financial institution is required for the purpose of this offer.

5.2 The Acquirers will make the requisite application, if any to RBI on behalf of non resident Shareholders, including NRIs, FIIs and OCBs for permission required to transfer the Shares held by them. However, the Acquirers and the Manager to the Offer will not be responsible for any losses caused due to delay in granting of or refusal of such permission by the RBI.

5.3 Besides this, as on this date to the best of the knowledge of the Acquirers, no other statutory approvals are required to acquire the Shares tendered pursuant to this Open Offer. However, the Open Offer would be subject to all statutory approvals that may be applicable at a later date.

5.4    In case of delay in receipt of statutory approvals, SEBI has power to grant          extension of time to the Acquirer for payment of consideration to the 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 SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by the Acquirers in obtaining the requisite approval, Regulation 22(13) OF SEBI (SAST) Regulations will also become applicable.    

5.5  The Acquirers shall withdraw this offer if the statutory approval(s) required as above is refused as provided in regulation 27 of the SEBI (SAST) Regulation 1997.

VI      Financial Arrangements:

6.1 The total fund requirement for the Open Offer is Rs 8, 00, 00,000 (Rupees Eight Crore only) assuming that the entire Open Offer is accepted.

6.2  The Acquirers have assets and resources and means to meet their obligations under the Open Offer in full. For this purpose, the Acquirers intend to utilize the resources available with them.

6.3 The Acquirers have created an Escrow Demat Account with Indian Overseas Bank, Depositary services, DR Radhakrishnan Salai Mylapore Chennai-600 004 for 25 % of the Consideration payable under the Open Offer by way of Deposit of listed shares with a margin of 25%. The Acquirers have also made a cash deposit of Rs 8, 00,000 being 1% of the Offer amount with Indian Overseas Bank, Commercial & Institutional Credit Branch, DR.RadhaKrishnan Salai, Mylapore Chennai-600 004 and marked a lien in favour of the manager to the offer   

6.4  The acquirers have empowered the Manager to the Offer to realize the value of the Escrow Account by sale or otherwise in terms of the SEBI (SAST) Regulations, 1997.

6.5 M/S Maharaj N.R.Suresh & Co Chartered Accountants        No 5 II Lane II   Main road TrustPuram Chennai-       600 9024 have Certified vide their letter         dated 9^th          April , 2005 that the Acquirers have adequate             resources to    fulfill all their obligations arising  out of       the Open offer.                                                                 

6.6 Based on the above, the Manager to the Offer are    satisfied itself about    the Acquirers” ability to     implement the Open Offer in accordance      with      the       SEBI (SAST) Regulations.

VII     Other Terms of the Offer:

7.1 The Letter of Offer, together with the Form of Acceptance cum Acknowledgment will be mailed to the Shareholders of the Target Company (except the Acquirers) whose names appear in the Register of Members of the Target Company and to the beneficial owners of the Shares of the Target Company whose names appear as beneficiaries on the records of the respective Depositories at the close of business on 13^th May 2005. (“Specified Date”)

 

7.2  Shareholders who wish to tender their Shares will be required to send the Form of Acceptance cum Acknowledgment, original Share Certificate(s) and transfer deed(s) duly signed to the Registrars to the Offer MCS Limited Sri Venkatesh Bhavan,Plot No 27,Road No 11 MIDC Area,Anderi East Mumbai-400 093 Tel.No 022-28215325,Fax-022-28350456 either by hand delivery on week days or by Registered Post/Courier, on or before the Close of the Offer, i.e., not later than 29^th June 2005  in accordance with the instructions to be specified in the Letter of Offer and in the form of Acceptance cum Acknowledgement.

7.3  The Registrar to the offer  MCS Limited  has opened a Special Depository Account with  HDFC Bank Limited called, MCS Limited-Escrow A/C - “IIT” Open Offer. The DP name is  HDFC Bank Limited.  The DP ID is IN 301549 and Client ID 18610620 .  Shareholders having their beneficiary account in CDSL have to use the inter-depository delivery instructions slip for the purpose of crediting their Shares in favour of the Special Depository Account with NSDL.

7.4  Beneficial owners (holders of Shares in dematerialised form), who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with 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  -“MCS Limited Escrow Account “ IIT “ Open Offer to the MCS Limited Sri Venkatesh Bhavan,Plot No 27,Road No 11 MIDC Area,Anderi East Mumbai-400 093 Tel.No 022-28215325,Fax-022-2835045  either by hand delivery on week days during the normal business hours or by Registered Post/Courier on or before the close of the Open Offer, i.e., not later than  29^th June 2005                   , in accordance with the instructions to be specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement. The credit for the delivered Shares should be received in the Special Depository Account on or before close of the Open Offer, i.e., not later than 29^th June 2005                        .

7.5  In addition to the above mentioned address, the Equity Shareholders of the Target Company who wish to avail of and accept the Open Offer can also deliver the Acceptance cum Acknowledgement Form along with all the relevant documents at any of the Collection Centers mentioned below in accordance with the procedure as set out in the Letter of Offer. All the Centers mentioned herein below would be open as follows:

          Monday to Friday (10.00 A.M to 1.00 P.M & 2.00 P.M to 4.00 P.M )

7.6  All owners (registered or unregistered) of Shares of the Target Company (except the Acquirers) are eligible to participate in the Open Offer any time before the closure of the Open Offer. Unregistered owners can send their application in writing the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered, Distinctive Numbers, Folio Number, together with the original Share Certificate(s), valid Transfer Deed(s) and the original contract notes issued by the Broker through whom they acquired their Shares. No indemnity is required from the unregistered owners.

7.7  In case of non-receipt of the Letter of Offer, the eligible persons m ay send their consent to the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered, Distinctive Numbers, along with documents as mentioned above so as to reach the Registrars to the Offer on or before the close of the Open Offer. i.e., not later than 29^th June 2005  or in case of beneficial owners, they may send the 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, DP Name, DP ID, Beneficiary Account Number, and a photo copy of the delivery instruction in “Off Market” mode or counterfoil of the delivery instruction in “Off Market” mode, duly acknowledged by the DP, in favour of the Special Depository Account, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e., not later than 29^th June 2005                          .

7.8  In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, Equity Shareholders desirous of withdrawing the acceptance tendered by them in the Open Offer, may do so up to 3 (three) working days prior to the date of closure of the Open Offer. The withdrawal option can be exercised by submitting the documents as per the instructions given below, so as to reach the Registrar to the Offer at the Collection Centre mentioned above, as per the mode of delivery mentioned therein, on or before 24^th June 2005.               .

         

(i)    The withdrawal option can be exercised by submitting the Form of Withdrawal, enclosed with the Letter of Offer.

(ii)   In case of non-receipt of Form of Withdrawal, the withdrawal option can be exercised by making a plain paper application along with the following details:

-    In case of physical shares: Name, Address, Distinctive Numbers, Folio Number, Number of Shares tendered, and

-    In the case of Dematerilised Shares : Name, Address, Number of Shares Offered, DP Name, DP ID, Beneficiary Account Number and a photo copy of the delivery instruction in “Off Market” mode or counterfoil of the delivery instruction in “Off Market” mode, duly acknowledged by the DP, in favour of the Special Depository Account.

7.9  The Registrar to the Offer will hold in trust the Shares / Share Certificates, Shares lying in credit of the Special Depository Account, if any, and the transfer form(s) on behalf of the Shareholders of the Target Company who have accepted the Offer, till the cheques / drafts for the consideration and / or the acceptable Shares / Share Certificates are dispatched / returned.

7.10 If the aggregate of the valid responses to the Open Offer exceeds the Open Offer size of 20,00,000 fully paid-up Equity Shares of the Target Company (representing 20% of the paid-up Equity Share Capital of the Target Company), then the Acquirer shall accept the valid applications received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations. The Shares of the Target Company are compulsorily traded in dematerialised form and hence minimum acceptance will be one Share.

7.11Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post at Shareholders’ / unregistered owners’ sole risk to the sole / first Shareholder. Unaccepted Shares held in demat form will be credited back to the beneficial owners’ depository account with the respective depository participant, as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement.  

7.12 Shareholders who have sent their Shares for dematerialisation need to ensure that the process of getting their Shares dematerialised is completed well in time so that the credit in the Special Depository Account is received on or before the date of the closure of the Open Offer, i.e., not later than 29^th June 2005, else their application would be rejected.

7.13 Any Shares 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 Open 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.

7.14Shares that are subject to any charge, lien or encumbrance are liable to be rejected.

7.15The Acquirers will not be responsible in any manner for any loss of Equity Shares Certificate(s) and Offer Acceptance Document(s) during transit and the Equity Shareholders of the Target Company are advised to adequately safeguard their interest in this regard.

7.16While tendering the Shares under the Open Offer, NRIs / OCBs / FIIs if any will be required to submit the previous RBI Approvals (specific or general) that they would have obtained for acquiring the Shares of the Target Company. In case the previous RBI approvals are not submitted, the Acquirers reserves the right to reject such Shares tendered.          

     While tendering Shares under the Open Offer, NRIs / OCBs / FIIs if any will be required to submit a Tax Clearance Certificate from the Income Tax Authorities, indicating the amount of tax to be deducted by the Acquirers under the Income Tax Act, 1961, before remitting the consideration. In case the aforesaid Tax Clearance Certificate is not submitted, the Acquirers will arrange to deduct tax at the rate as may be applicable to the Category of the Shareholder under the Income Tax Act, 1961, on the entire consideration amount payable to such Shareholder.

7.17 A schedule of activities pertaining to the Open Offer is given below:

*   Specified Date is only for the purpose of determining the names of the Shareholders as on such date to whom the Letter of Offer would be sent and all owners (registered / unregistered) of the Shares of the Target Company (except the Acquirers) are eligible to participate in the Open Offer anytime before the closure of the Open Offer.

VIII             General:

8.1 Shareholders who have accepted the Open Offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer shall have the option to withdraw acceptance tendered by them upto 3 (three) working days prior to the date of closure of the Open Offer, in terms of Regulation 22(5A) of the SEBI (SAST) Regulations.

8.2 If there is any upward revision in the Offer Price by the Acquirers till the last date of revision, viz., 22^nd June 2005  or withdrawal of the Open Offer, the same would be informed by way of a Public Announcement in the same newspapers in which the original Public Announcement has appeared. The Acquirers would pay such revised price for all shares validly tendered any time during the Open Offer and accepted under the Open Offer.

8.3             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 (seven) working days prior to the closing date of the Open 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.

8.4 The Acquirers and Sellers or Target Company have not been prohibited by SEBI from dealing in securities, in terms of direction issued under Section 11-B of the SEBI Act

8.5 Pursuant to Regulation 13 of the SEBI (SAST) Regulations, the Acquirers have appointed M/S Indian Overseas Bank, Merchant Banking Division as Manager to the Offer.

8.6 The Acquirers accept responsibility for the information contained in this Public Announcement. The Acquirers are responsible for the fulfillment of their obligations under the SEBI (SAST) Regulations.

This Public Announcement would also be available on the SEBI’s website at (www.sebi.gov.in). Eligible persons to the Open Offer may also download a copy of the Form of Acceptance cum Acknowledgement, which will be available on SEBI’s website at (www.sebi.gov.in) from the Open Offer Opening Date, i.e., 9th June 2005.

ISSUED BY : MANAGER TO THE OFFER     

Indian Overseas Bank Merchant Banking Division

763,Anna Salai Chennai-600 002                     

Phone No: 044 2851 9637                                

Fax: 044 2852 2747

Email::iobcppd@vsnl.com       

Contact Person:K.Sundar Rajan

REGISTRAR TO THE OFFER

MCS Limited

Sri Venkatesh Bhavan

Plot No 27,Road No 11

MIDC Area,Andheri East,

Mumbai-400 001

Email:mcsmum@vsnl.com                   

Contact Person:Ashok Gupta