LETTER OF OFFER

                                   

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

      This Letter of Offer is sent to you as shareholder(s) of Raymed Labs Limited. If you require any clarification about the action to be taken, you may please consult your stockbroker or investment consultant or the Manager to the Offer or the Registrar to the Offer. In case you have recently sold your shares in Raymed  LabsRaymed Labs Limited, please hand over this Letter oof Offer and the accompanying Form of Acceptance cum AAcknowledgement and Transfer Deed(s) to the Member of Stock Exchange through whom the said sale was effected.

 

 

 

 

 

If there is any upward revision in the Offer Price by the Acquirer upto seven working days prior to the date of closure, the same would be informed by way of a Public Announcement in the same newspapers where the original Public Announcement had appeared. Such revision in the Offer Price would be payable for all the equity shares tendered anytime during the Offer Period.

 

4.   If there is a Competitive Bid:

 

The public offers under all the subsisting bids shall close on the same date.

 

1.      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.

1. 

1.For procedure for acceptance, please refer “7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF OFFER”. The Form of Acceptance cum Acknowledgement is enclosed with this Offer Document.

 

Shareholders, who have accepted the offer by tendering the requisite documents in terms of Announcement/ Letter of Offer, cannot withdraw the same

 

A copy of Public Announcement, Letter of Offer and Form of Acceptance cum Acknowledgement are also available on SEBI’s web-site: www.sebi.gov.in

 

 

MANAGER TO THE OFFER	REGISTRAR TO THE OFFER
Bajaj Capital limited Bajaj House 97, Nehru place New Delhi - 110019        Telephone nos.(011) 6418903-06 Fax Nnos.: (011)6476638 E-mail: bajajcapital@vsnl.com Contact Person: Mr. Dhiraj Nigam Contact Person : Vivek Gautam	Registrar to the Offer In-house Share Registry (A unit of A.O.K. In-house Securities Limited), 3, Community Centre, Naraina Industrial Area, Phase-1, New Delhi–110028 Telephone No. (011) 5792012/13 Fax number (011) 5792011 Email: inhouse@bol.net.in Contact Person: Mr. Bharat Bhushan. Telephone nos.: Fax nos.: (  ) – E-mail: Contsct Person:

 

 

 

S

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER

 

Activity	Day and Date
Public Announcement (PA) Date	Thursday, 4th April, 2002
Specified date	Thursday, 4th April, 2002
Date by which Letter of Offer will be dispatched to the shareholders	Thursday, 16th May 2002
Offer opening Date	Friday, 24th May, 2002
Offer closing Date	Saturday, 22nd June, 2002
Last date for revising the offer price/ number of shares	Wednesday, 12th June, 2002
Last date for a competitive bid	Thursday, 25th April, 2002
Date by which the acceptance/ rejection would be intimated and the corresponding payment for the acquired shares and /or the share certificate for the rejected shares will be dispatched.	Wednesday, 10th July, 2002

 

Sr. No.	Particulars	Day	Expected Date
1.	Date of Public Announcement
1.	Specified Date
1.	Date by which Letter of Offer will be dispatched to the Shareholders
1.	Offer Opening Date
1.	Offer Closing Date
1.	Date by which the acceptance / rejection would be intimated and the corresponding payment for the acquired equity shares and / or the unaccepted equity shares / share certificates will be dispatched.

 

 

 

 

 

TABLE OF CONTENTS

 

Sr. No.	Particulars	Page No.
1.	Disclaimer Clause	3
2.	Details of the Offer	3
3.	Background of the Acquirer – Mr. Ajai Goyal	5
4.	Background of the Target Company – Raymed Labs Limited	5
5.	Offer Price and Financial Arrangements	8
6.	Terms and conditions of the Offer	9
7.	Procedure for Acceptance and Settlement of Offer	10
8.	Documents for Inspection	12
9.	Declaration by the Acquirer	12

 

 

DEFINITIONS

 

1.	“Acquirer”	Mr. Ajaiy Goyal
2.	“Agreement”	Share Purchase Agreement dated 30.03.2002 between Mr. Ajai Goyal and Dr. S. K. Saini and other shareholders of Raymed Labs Ltd who are his relatives, friends and associates dated November relating to purchase of 12,09,600 fully paid-up equity shares of face value of Rs. 10/- each of Raymed Labs Limited, representing 28..4430% of the total issued, subscribed and paid-up capital of RLL at a price of Re.0.50 (Paise Fifty Only).
3.	“ASE “	Ahmedabad Stock Exchange
4.	“BSE”	The Stock Exchange, Mumbai
5.	“CDSL”	Central Depository Services Ltd
6.	“DP”	Depository Participant
7.	“DSE”	Delhi Stock Exchange Association Limited
8.	“Form of Acceptance”KSE	Form of Acceptance cum AcknowledgementKanpur Stock Exchange
9.	“JSE”	JaiJodhpur Stock Exchange
10.	“KSE”ASE	Kanpur Stock ExchangeAhmedabad Stock Exchange
11.	“Letter of Offer”	Offer Document
12.	“Manager/ Manager to the Offer “Form of Acceptance	Bajaj Capital limitedForm of Acceptance cum Acknowledgement
13.	“NSDL”	National Securities Depository Limited
14.	“Offer”	Offer for acquisition of 8,54,700 fully paid-up equity shares of RLL of face value of Rs.10/- each at a price of Re. 1.00 per fully paid-up equity share payable in cash.
15.	“Offer Price”RLL/Target Company	Rupee 1.00 (Rupee One Only) per fully paid-up equity share of Rs.10/- each payable in cashRaymed Labs Limited
16.	“Persons eligible to participate in the offer”Letter of Offer	Registered Shareholders of Raymed Labs Limited and unregistered persons who own the Equity Shares of Raymed Labs Ltd any time before closure of the Offer other than parties to the Agreement (i.e. Seller and Acquirer).Offer Document
17.	“Public Announcement or PA”Manager to the Offer or Merchant Banker	Announcement of the Open Offer by Mr. Ajai Goyal, the acquirer, which appeared in the newspapers on 04.04 2002. Bajaj Capital limited
18.	“RBI”Seller(s)	Reserve Bank of IndiaDr. S.K. Saini acting for self and as attorney for other share holders being his friends, relatives and associates and consisting the promoter group of RLL
19.	“Registrar /Registrar to the Offer”	In-house Share Registry (A unit of A.O.K. In-house Securities Limited)
20.	“RLL/Target Company”Offer or the Offer	Raymed Labs LimitedOffer for acquisition of fully paid-up equity shares of RLL of face value of Rs.10/- each at a price of Rs. 1.00/- per fully paid-up equity share payable in cash.
21.	Seller(s)Offer Price	Dr. S.K. Saini acting for self and as attorney for other share holders being his relatives friends, and associates and constituting the promoter group of Raymed Labs Ltd.Rupee 1.00(Rupee One Only) per fully paid-up equity share of Rs.10/- each payable in cash
22.	“SEBI”Persons eligible to participate in the offer	Securities and Exchange Board of IndiaShareholders of Raymed Labs Limited other than parties to the Agreement (i.e. Seller and Acquirer).
23.	“SEBI Act”Public Announcement or PA	Securities and Exchange Board of India Act, 1992Announcement of the Open Offer by Ajai Goyal, which appeared in the newspapers on .., 2002
24.	“SEBI (SAST) Regulations, 1997/ Regulations”RBI	Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments theretoReserve Bank of India
25.	“Specified Date”Registrar or Registrar to the Offer	04.04.2002
26.	“UPFC”SEBI	Uttar Pradesh Financial CorporationSecurities and Exchange Board of India

 

 

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 RAYMED LABS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER(S), PACsERSONS ACTING IN CONCERT OR THE COMPANY WHOSE SHARES/CONTROL IS ARE 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 ACQUIRER(S)(S) 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 ACQUIRER(S)(S) DULY DISCHARGES ITHIS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, BAJAJ CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED …………………15.04.2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDEMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER(S) (S) FROM THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

 

 

 

2.    

2. DETAILS OF THE OFFER

 

2.1   

Background of the Offer

 

2.1.1        This offer is being made in compliance with Regulation 10 & 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 (hereinafter referred to as “the Regulations”) and subsequent amendments thereto pursuant to substantial acquisition of shares.

2.1.1The Offer to the shareholders of Raymed Labs Limited is hereby made in accordance with Regulation 10 read with Regulation 12 of the SEBI (SAST) Regulations, 1997 i.e. the offer is made for substantial acquisition of equity shares and / or Change in Control.

2.1.2    Shri

Ajai Goyal s/o Mr. Shiam Narian Goyal, resident of  11/3855, Peeli Kothi, Gandhi Park, Saharanpur, Uttar Pradesh ,( herein referred as ‘Acquirer’) has entered into an share purchase agreementagreement on 30.03.2002  with Dr. Sushil  Kumar Saini s/o Mr. Vidya Sagar Saini, resident of N-1,  Hakikat Nagarg, Saharanpur, U.P. , and other Sshareholders of Raymed Labs Ltd. who are his relatives, friends , relatives and aAssociates ( hereinafter collectively referred to as sellers) and have duly authorised/ agreed to authorise Dr. Sushil Kumar Saini  to sign as their attorney (hereinafter collectively referred to as ‘Sellers’) constituting the promoters group of the target company on …… to acquire purchase 12,09,600 fully paid-up Eequity Sshares in Raymed Labs Limited representing 28.4430% of the total issued, subscribed and paid-up Eequity Sshare capital and voting rights of RLL, at a price of Re. 0.50 (Paise Fifty Only) per Eequity Sshare payable in cash. The details of Shares to be purchased from the  “Sellers” are as under:

 

Sl. No.	Name of Shareholder	No of Shares	Percentage of Paid up capital
1.	Dr. Sushil Kumar Saini	4,00,776	9.42%
2.	Relatives, friends and associates of Dr. Sushil Kumar Saini (Total of 130 Shareholders)*	8,08,824	19.02%
	Total	12,09,600	28.44%

*They have duly authorised Dr. Sushil Kumar Saini as their attorney.

 

Some of the main features of the Agreement to sell, referred to hereinabove, are mentioned below:

                         i.       The sellers agree to sell, and the buyer agrees to buy, out of the aggregate shares held by them 12,09,600 fully paid up shares of Rs. 10.00 each having a face value of Rs. 1,20,96,000.

                       ii.       The shares are fully paid up, free from any lock-in, are freely transferable and free from lien or other encumbrances. 

                     iii.       The consideration of the shares in lieu of the Transfer of Shares has been agreed to be Re. 0.50 (Paise Fifty only) per Share resulting in an aggregate consideration of Rs. 6,04,800 (Rupees Six Lacs Four Thousand and Eight Hundred only).

                     iv.       Pending the compliance of the Regulations, the share Certificates and relevant transfer deeds shall be lodged with the company, the company acting as custodian of the said share certificates.

                       v.       The payment for the said Shares shall be effected by the buyer to the sellers only after due compliance has been made with the Regulations and along with payment to other shareholders.

                     vi.       The sale of the said shares is the subject matter of SEBI (SAST) Regulations and accordingly the sale could be given effect to only after due compliance of the Regulations.

                   vii.       The buyer shall comply with the requirement of the Regulations before the sale is given effect to including acquisition of additional Equity Shares in the Company as prescribed in the Regulations.

                 viii.       In the event of non compliance of any of the provisions of SEBI (SAST) Regulations, this agreement shall not be acted upon by any of the parties.

                     ix.       The sellers agree to continue to be in charge of the management and control of the Company till such time the shares presently held by the sellers are registered in the name of the buyer or his nominees.

 

2.12a   As on date of the public announcement Acquirer is not holding any equity share of RLL. There is no other person acting in concert with Shri Ajai Goyal for the purpose of this Offer. However, close relatives of the Acquirer hold 2,09,600 Equity Shares constituting 4.93% of the paid up Share Capital of RLL of which 4.54% were purchased by them in January 2000 and 0.39% in July 2000.

 

The details of shares to be purchased from Dr. Sushil Kumar Saini and his is as under:

 

S. no.	Name of Sahre holder	No of Shares
1.	Dr. Sushil Kumar Saini	4,00,776
2.	Friends relatives and associates of Sr. Sushil Kumar Saini	8,08,824
	Total	12,09,600

 

 

2.1.3    The proposed change in control is consequent to the Agreement.

2.1.4    The acquirer or the sellers have not been prohibited by SEBI from dealing in securities, in terms of direction issued under Section 11B of SEBI Act or under any of the regulations made under the SEBI Act.

2.1.12.1.5   After the completion of all formalities related to the acquisition in terms of the  Regulations, the Board of Directors may be reconstituted to include Mr. Ajai Goyal and/or his nominees on the Board of RLL.Terms of the Agreement

 

i.Ajay goyal and Dr. S.K. Saini and other shareholders have entered into a share purchase agreement on ………….. for acquisition of 12,09,600 equity shares of RLL  at a total consideration of Rs. 6,04,800 (Rupees Six Lacs and Four Thousand and eight hundred only).

The purchase consideration will be paid to the seller at or before the execution thereof.

That on or before ……the seller shall make the actual delivery of the share certificates along with duly executed transfer deeds to the Acquirers and / or their nominee(S)/ associate(S)

1. The company on being furnished a documentary proof of receipt of the payment to sellers or the certificate of posting by the buyer of the payment to be made will proceed with transfer of shares in favour of the buyer or at his discretion in favour of his friends relatives or business associates, as the case  may be.

In case of any violation of SEBI (SAST) Regulations, 1997, the aforesaid share purchase agreement dated ………… will not be acted upon by the Acquirer in terms of Regulation 22(16) of SEBI (SAST) Regulations, 1997

The acquire will comply with the Regulations and complete the offer formalities irrespective of the compliance or fulfillment or outcome of the share purchase agreement an its related conditions.

2Neither the Acquirer nor the Target Company have been prohibited by SEBI from dealing in securities, in terms of direction under Section 11B of the SEBI Act or under any of the Regulations made under the SEBI Act.

The proposed change in control is consequent to the Agreement.

There may be a change in the composition of the Board of Directors on the success of the Offer.

2.2 

 Details of the proposed Offer

 

2.2.1        The Acquirer has made a Public Announcement Announcement was made in the following newspapers on 04.04.2002 of the offer which appeared in in  ………………….. in terms of Regulation 15(1) of the SEBI (SAST) Regulations, 1997:

 

Sl. No.	Publication	Editions
1.	Financial Express - English	All Editions
2.	Jansatta – Hindi	All Editions

Subsequently a corrigendum was published on 16/05/2002 in the same news papers.            

The Public Announcement is also available on the SEBI website at www.sebi.gov.in

 

2.2.2.      Shri Ajai Goyal is making this Offer to the equity shareholders of RLL for acquisition of 8,54,700 fully paid-up equity shares of Rs. 10/- each at an acquisition price of Re. 1.00/-(Rupees One Only) per equity share, payable in cash, representing 20.09% of the Voting Capital of RLL. These equity shares to be acquired by the Acquirer, will be free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter.

2.2.3    Ajai Goyal makes this Offer to the equity shareholders of RLL for acquisition of 8,54,700 fully paid-up equity shares of Rs. 10/- each at an acquisition price of Rs. 1.00/-(Rupees One Only) per equity share, payable in cash, representing 20.00% of the total issued, subscribed and paid-up equity share capital of RLL. These equity shares are to be acquired by the Acquirer, free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter. There are 4273500 equity shares of RLL of face value of Rs.10/- each, and are all fully paid-up. As on date of the public announcement, the paid up Equity share capital of the Company is Rs. 4,26,33,000 (Four Crores Twenty Six Lacs and Thirty Three Thousand only) comprising 42,73,500 Equity Shares of Rs 10/- each of which 20,400 shares are partly paid up resulting in call in arrears of Rs 1,02,000/- (One Lac Two Thousand only) which do not carry voting rights.

1.       The offer is not for partly paid up shares.There are no partly paid-up equity shares of RLL as on date.

2.2.4    The offer is not subject to minimum level of acceptance.The Offer is not subject to any minimum level of acceptances from the shareholders i.e.  Iit is not a conditional offer.

2.2.5        The Acquirer and PAC havehas  not acquired any equity shares in the Target Company since the date of PA, i.e. 04.04.2002  ……………...and upto the date of Letter of Offer.

 

 

2.3   Objects of the Offer

 

a.      The Offer to the shareholders of Raymed Labs Limited is hereby made in accordance with Regulation 10 read with Regulation 12 of the SEBI (SAST) Regulations, 1997

b.       Shri Ajai Goyal, the acquirer, had purchased from Uttar Pradesh Financial Corporation (UPFC) assets including the land and Building, Plant and Machinery of the target Company through public auction on 13^th August, 1999 for a consideration of Rs. 63,00,000/- (Rupees Sixty Three Lacs only) which were taken over by UPFC in pursuance of recovery proceedings under section 29 of the State Financial Corporation Act. The acquirer has been able to gain an idea of the business conducted by the company and is confident that given the managerial and financial inputs it will be feasible to turn around the target company. The acquirer now plans to acquire substantial Shares and voting rights of Raymed Labs Limited and the control/ management of the said company and run it profitably.

 

 

3.   BACKGROUND OF ACQUIRER

 

3.1.1 Shri Ajai Goyal s/o Shri Shiam Narian Goyal, aged 46 years, resident of 11/3855, Peeli Kothi, Gandhi Park, Saharanpur, Uttar Pradesh is a master in Mineral Engineering from Columbia University, New York, USA. He is having an overall experience of 24 years which includes experience of working as a Senior Research engineer in USA. He also has trading experience in electronic equipments which he started in 1983. In 1990 he diversified in trading of Gems and Jewelry. On 13^th August 1999 Mr. Ajai Goyal acquired the assets of Target Company from Uttar Pradesh Financial Corporation (UPFC) in public auction at a cost of Rs. 63.00 Lacs. He made down payment of Rs. 24.00 Lacs and balance was to be paid in three years in equal quarterly installments. Meanwhile in August 1999 itself he started a partnership firm namely M/s Ivy Enterprises with an aim to be engaged in the business of manufacturing and selling allopathic medicines. The assets of the target company acquired by Mr. Ajai Goyal were transferred in the partnership firm as his capital contribution with the firm taking over the liabilities to UPFC for balance payment. Due to time constraints and procedural formalities required to get a drug licence the said assets were given on licence to RLL on a fee of Rs. 1.25 Lacs per month. He is not holding directorship in any company.

3.1.2 The networth of Shri Ajai Goyal as on 26.03.2002 is Rs. 76.02 Lacs (Rupees Seventy Six Lacs Two Thousand only) as certified by Mr. Deepak Gupta, chartered accountant, 10, Silva Market, Ambala Road, Saharanpur-247001. (FCA membership No: 74641)

3.1.3The acquirer does not hold any share in the target company. As such the disclosure requirment as per chapter II of SEBI takeover Regulation are not applicable.

 

3.2   Disclosure in terms of Regulation 16(ix)

 

The acquirer does not have any plans to dispose off or otherwise encumber any significant assets of Raymed Labs limited in the two years from the date of closure of the Offer, except in ordinary course of business. However, reorganization and / or streamlining of various businesses may be considered for commercial reasons and operational efficiency.

Shri Ajai Goyal s/o Mr Shiam Narian Goyal , aged 46 years ,  resident of2/611Pathro Mal *, Station Road, Saharanpur, Uttar Pradesh. He is a NRI and a US citizen.. He is a Mechanical Engineer and a master in Mineral Engineering from Columbia University, New York, USA. He is having an overall experience of 19 years which includes experience of working as a Senior Research engineer. He commenced trading in Electronic Equipment in 1983. In 1988 he diversified in trading of Gems and Jewelry. Apart therefrom he has interests in construction, Garments and printing business. He started a partnership firm   namely M/s Ivy Enterprises on 28^th August 1999 which is engaged in the business of manufacturing and selling allopathic medicines. The networth of Shri Ajai goyal as on 30.09.2001 is Rs. 79,07,392.20 as certified by Deepak Gupta, chartered accountants, Ist Floor10, Silva Market, Opp. Fire Brigade, Ambala Road, Saharanpur-247001 ( membership no: ……………). He is not holding directorship in any other company.

 

 

 Objects of the Offer

 

The Offer to the public shareholders of RLL is for the purpose of acquiring all the equity shares and thus the management control of RLL. On acquisition of equity shares under this offer, the After the proposed acquisition of equity shares in RLL, the Acquirer will be able to exercise an absolute and effective management and operational control over RLL.

 

The equity shares of RLL are infrequently traded and demonstrate that there is no liquidity of the stock. Hence, this Offer is made to provide an opportunity to all the shareholders of RLL to make an appropriate choice under the prevailing circumstances.

 

Ajai Goyal the acquirer had purchased from Uttar Pradesh Financial Corporation (UPFC) the land and Building, Plant and Machinery of the target Company through public auction on 25^th August 1999 for a consideration of Rs. 23,00,000 ( Rs Twenty three lacs only) which were taken over by UPFC in pursuation of a recovery action under section 29 of the State Financial Corporation Act. The said land and Building, plant and Machinery as purchased by the acquirer were transferred to the partnership firm of the Acquirer M/s IV Enterprises on August 28^th 1999 and given on lease basis to Raymed labs Ltd .  on 4^th September 1999 for a license fee of Rs 50,000.00 per month for land and building and Rs. 75,000.00 per month for the plant and machinery. The acquirer now plans to acquire substantial shares or voting rights of Raymed Labs Ltd and the control/ management of the said company and rehabilitate the Target Company.

 

1.The acquirer does not have any plans to dispose off or otherwise encumber any significant assets of Raymeds Labs limited in the two years from the date of closure of the Offer, except in ordinary course of business of Raymed labs Ltd. How ever reorganization and / or streamlining of various businesses may be considered for commercial reasons and operational efficiency. It will be for the board of Raymeds Labs Ltd to take any appropriate decisions in these matters in accordance with the requirements of the business. Such decisions will be governed by the provisions of the Regulations or any other applicable Act or legislation at the relevant time and approval of the shareholders at a general Body meeting, of so required by law.

 

 

 

3.3.  Delisting Option in terms of Regulation 21(3), if applicable

 

If as a result of the offer, the public shareholding falls to 10% or below of the outstanding Equity share capital of the Company, then in order to maintain listing on the Stock exchanges and as per provision of Regulations 21(3) of the SEBI (SAST) Regulations, the Acquirer will then divest such number of Shares as may be required to ensure continued listing of the company on the stock exchanges within a period of 6 months from the date of closure of the public offer.

If pursuant to this Offer and/or acquisition of shares from the open market or through negotiations or otherwise, as envisaged in Regulation 20(4) of the Regulations, the public shareholding falls to 10% or below of the outstanding equity share capital of Raymed Labs Ltd, then in accordance with Regulation 21(3) of the Regulations, the Acquirer will make an offer to buy out the outstanding shares remaining with the public shareholders within three months from the closure of the Offer, at the same Offer Price which may result in de-listing of the target company.

On completion of such offer, the Acquirer along with PAC will request Raymed Labs Ltd to approach the Stock Exchanges where the shares of Raymed Labs Ltd are listed for delisting the shares.

 

Pursuant to this offer the public shareholding will not be reduced to 10% or less of the voting capital of Rayed Labs Ltd, and therefore the provisions of Regulation 21(3) do not apply.

 

4.   BACKGROUND OF THE TARGET COMPANY - RAYMED LABS LIMITED

 

4.1     Brief History and Main areas of operations

 

Raymed Labs Limited is a Public Limited Company incorporated on 30^th March, 1992 under the Companies Act, 1956 in the name and style of Raymed Labs Private limited and was converted to public limited company on 27^th September 1993. Fresh certificate of Incorporation was issued on 6^th day of December 1993. The registered office of The Company is at Greenland Industrial Complex, Dehradun Road, Saharanpur (U.P.).

 

The company is engaged in the business of manufacturing of pharmaceuticals and it manufactures the entire range of formulations namely injectables, Tablets, capsules, and liquid orals. The company was given drug licence for manufacturing of Drugs. Currently, the company has applied for the renewal of the licence on 26.12.2001 for next five years.

 

The company obtained a term loan of Rs. 72, 15,000/- from UPFC on 30.12.92. The company for one reason or the other could not repay the Term loan together with interest to UPFC taken by it. UPFC had, accordingly, initiated recovery proceedings and in execution of its powers under section 29 of the State Financial Corporation Act, 1951 decided to take over the physical possession of said unit. Thereafter, it negotiated with the acquirer and decided to transfer the assets of the company in his favour. The total consideration was Rs. 63.00 Lacs. As per balance sheet as on 31^st March, 2001 the company has net fixed assets of Rs. 9.59 Lacs including some immovable property and Machinery. The company is continuing manufacturing activity on the plant & machinery taken on licence on a fee of Rs. 1.25 Lacs per month.

Raymed Labs Ltd is a Public Limited Company incorporated on 30^th March 1992 under the Companies Act, 1956 in the name and style of Raymed Labs Private limited and converted to public limited company on 27^th September 1993. Fresh certificate of conversion into public limited company was issued on 6^th day of December 1993.Registered office of Raymed Labs Ltd  is at Greenland  Industrial  Complex, Dehradun  Road, Saharanpur(U.P.). The company obtained a term loan of Rs. 72, 15,000/- form UPFC on 30-12-92. The company for one reason or the other could not repay the Term loan loans together with interest to UPFC taken by it and hence the UPFC initiated recovery proceedings against the company U/s 29 of FC’s Act and took over the possession of Land, Building and plant and Machinery of the company on 13^th August 1999 which were auctioned thereafter.  The company was engaged in the business of manufacturing of Drugs. The company manufactured the entire range of drugs namely injectables, Tablets, capsules, and liquid oral. The company was given drug license for manufacturing of Drugs, which was valid till 16/6/1999.Thereaftrer, the company has applied for the renewal of the license on 26-12-2001.

 

1.The total paid up capital of Raymeds Labs Ltd as on 31-12-2001 is Rs. 4,27,35,000 comprising 4273500 fully paid up equity shares of Rs 10 each. There are no outstanding partly paid up shares.

 

 

 

4.2  Share capital Structure of the company

 

Paid up Equity Shares of RLL	No. of Equity Shares/ voting rights	% of Shares / voting rights
Fully paid-up equity shares	42,573,1500	99.52%100%
Partly paid-up equity shares	20,400  0	0.48%0%
Total paid-up equity shares	42,73,500	100%100%
Total voting rights in the Target Company	42,53,10073,500	99.52%100%

 

       4.3   There are no outstanding convertible instruments. The partly paid up shares do not carry voting rights.

 

4.4  The Target company has complied with the disclosure requirement as per chapter II of the regulation. Further the sellers being promoter and major shareholders of Target Company have confirmed having complied with applicable provisions of chapter II of regulation.The equity shares of the company are listed on Stock exchanges at Kanpur,  Mumbai, Delhi, Jaipur and Ahmedabad.

 

4.5   The Equity Shares of the Company are listed on Stock exchanges at Kanpur, Mumbai, Delhi, Jaipur and Ahmedabad. The target company has been deficient in complying with the requirements of the listing agreement entered into with the stock exchanges. On account of the foregoing, the Stock Exchange Mumbai vide its letter dated 13.06.2001 has advised its members not to deal in the securities of RLL with effect from 14^th June, 2001. However, there has been no punitive action initiated by other Stock Exchanges against the target Company.

4.6    The composition of the Board of Directors of Raymed Labs Ltd i.e. as on 31-03-20date of Public Announcement i.e. 04.04.2002 was as under: 01.

1.       

 

 

Sl. No.	Name	Address	Occupation	Other Director ship
1.	Dr. Sushil Kumar Saini	N-1, Hakikat Nagar, Saharanpur	Industrialist	None Business Interest – Managing Partner, M/s Kiran Pharmacy
2.	Mr. V.S. Saini	N-1, Hakikat Nagar, Saharanpur	Industrialist	None Business Interest – Working Partner, M/s Kiran Pharmacy
3.	Smt.  Neelam Saini	N-1, Hakikat Nagar, Saharanpur	Housewife	None
4.	Mr. Akhilesh Prabhakar	Railway Road, Saharanpur	Journalist	None
5.	Mr. Nalneesh Garg	Moh. Joad Kuan, More Ganj Saharanpur	Attorney	None
6.	Mr. Tarun Edgar Hutchinson	Near St Mary’s Academy, Mission Compound, Saharanpur	Research Scientist	None

None of the directors herein above represent the acquirer directly/indirectly further there is no insider within the meaning of SEBI (Insider Trading ) regulation 1992

 

1.The proposed composition of the Board of Directors after the completion of the offer will be decided on completion of the Takeover.

 

4.74.7 There has been no merger / de-merger, spin-off during the past three years in RLL except for the land and Building, Plant and Machinery of the target Company sold through public auction on 25^th August 1999 for a consideration of Rs. 23,00,000 ( Rs Twenty three lacs only) which were taken over by UPFC in pursuationpersuasion of a recovery action under section 29 of the State Financial Corporation Act, 1951 and later. sold through public auction on 13^th August 1999 for a consideration of Rs. 63,00,000 (Rs Sixty Three Lacs only) to the Acquirer.

 

 

4.8 Audited financial information of RLL for the financial years ended on March 31, 1999, 2000, 2001 and un-audited financial information for the nine months ended on December 31^st 2001 is as under:

 

 

RLL defaulted in compliance requirements of the Listing Agreement****. 

 

Audited financial information of RLL for the financial year ended on March 31, 1999, 2000, 2001 and un-audited financial information for the six months ended on September 30, 2001: ****

 

Profit and Loss Statement

 (Rs. in lacs)

Sr. No.	For the year / period ended on	December 31st 2001 (Nine Months) (Unaudited)	March 31, 2001 (Audited)	March 31, 2000 (Audited)	March 31, 1999 (Audited)
1.	Income from operations	-	28.3940	18.82	23.92
2.	Other Income	-	39.632	-	-
	Total Income	53.60	68.02	18.82	23.92
3.	Total Expenditure	51.71	58.35	205.09	111.61
4.	Profit / (Loss) Before Depreciation Interest and Tax	1.89	9.67	(186.26)	(87.69)
5.	Depreciation	0.54	0.88	7.26	19.88
6.	Interest	5.09	17.52	17.63	20.88
7.	Profit Before TaxLoss	(3.74)	(8.73)	(211.15)	(128.45)
8.	Provision for Tax	-	-	-	-
9.	Profit / (Loss) After Tax	(3.74)	(8.73)	(211.15)	(128.45)

 

 

 

 

 

 

Balance Sheet Statement Data

 

(Rs. in lacs)

Sr. No.	As on	December 31st 2001 (Nine Months) (Un-audited)	March 31, 2001March 31, 1999	March 31, 2000	March 31, 2001 March 31, 1999
	Sources of funds
1.	Paid-up voting share capital	426.33	426.33	426.33	426.33
2.	Reserves and Surplus (excluding revaluation reserves)	-	-	-	-
3.	Less: Profit and loss account.	-	(422.39)	(413.65)	(202.50)
4.	Net-worth	-	-23.17	-18.966	+187.67
5.	Secured Loans	-	49.14	88.37	154.84
6.	Unsecured Loans	-	42.00	21.75	0.65
	Total	-	95.08	122.80	379.32
	Uses of funds
5.	Net Fixed assets	-	9.59	9.22	154.75
6.	Capital Work in Progress	-	-	-	21.94
7.	Investments	-	-	-	62.74
8.	Net current assets	-	58.37	81.94	103.72
9.	Miscellaneous expenditure to the extent not written-off	-	27.12	31.64	36.17
	Total		95.08	122.80	379.32

 

Other Financial Data

 

Sr. No.	For the year ended on	March 31, 2001March 31, 1999	March 31, 2000	March 31March 31, 2001  1999
1.	Dividend (%)	-Nil	Nil-	Nil-
2.	Earnings per share (Rs. per equity share of face value of Rs. 10/- each)	-0.20	-4.964	-3.00
3.	Return on Networth (%)	--	--	-68.44-
4.	Book Value per Share (Rs. per equity share of face value of Rs. 10/- each)	-0.54	-0.44	4.39

(*): Note: The figures have been calculated after accounting for loss during the period.

 

 

4.9   Pre and Post offer shareholding pattern of the target company as per following table:                        

        

Sr. No.	Shareholder category	Shareholding & voting rights prior to the Agreement/ acquisition and offer (A)		Shares/voting rights agreed to be acquired which triggered off the Regulations (B)		Shares/Voting rights to be acquired in the open offer (assuming full acceptance) (C)		Shareholding/voting rights after the acquisition and Offer i.e. A+B+C (D)
		No.	%	No.	%	No.	%	No.	%
1.	Promoter Group
	a. Parties to Agreement i) Dr Sushil Kumar Saini ii) Relatives, Friends and associates Total(i+ii)	450776   808824   1259600	10.60   19.02   29.62	(400776)   (808824)   (1209600)	9.42   19.02   28.44	-     -   -	-     -   -	50000   -	1.18   -
2.	Acquirers
	Mr. Ajai Goyal	Nil	Nil	1209600	28.44	854700	20.09	2064300	48.54
	Total	Nil	Nil	1209600	28.44	854700	20.09	2064300	48.54
3.	Public (other than 1 and 2.) a) NRI’s b) Resident Indians c) PICUP (FI) Total	254700 2697800   41000 2993500	5.99 63.43   0.96 70.38	- -   Nil N.A	- -   Nil N.A	- -   Nil (854700)	- -   Nil 20.09	- -   - 2138800	- -   - 50.28
	Total	4253100	100.00						100.00

 Assuming that the 20.09% shares come in the offer.

Note: The data within bracket indicates sale of equity shares.

 

11. Pre and Post offer shareholding pattern of the target company as per following table:                                                                                                                                                                                                                                                                                                                                                                                              *******                                                                                                                                                                                                                                                                                                                                                                                           

Sr. No.	Shareholder category	Shareholding & voting rights prior to the Agreement/ acquisition and offer (A)		Shares/voting rights agreed to be acquired which triggered off the Regulations (B)		Shares/Voting rights to be acquired in the open offer (assuming full acceptance) (C)		Shareholding/voting rights after the acquisition and Offer i.e. A+B+C
		No.	%	No.	%	No.	%	No.	%
1.	Promoter Group
	a. Parties to Agreement i) Dr Sushil Kumar Saini ii) Friends Relatives and associates a) Total	450776   808824   1259600	10.55   18.92   29.47	(400776)   (808824)   (1209600)	9.38   18.92   28.30	-     -   -	-     -   -	50000   -	1.17   -
	b. Promoters other than (a) above	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	Total 1  (a+b)	1259600	29.47	1209600	28.30	-	-	50000	1.17
2.	Acquirers
	a. Mr. Ajai Goyal	Nil	Nil	1209600	28.30	854700	20	2064000	48.30
	b. Friends Relatives and associates	304600.	7.12	Nil	Nil	Nil	Nil	304600.	11.81
	Total 2	504600	7.12	1209600	28.30	854700	20	2368900	55.43
3.	Public (other than 1 and 2.)	3013900 2709300	70.53 63.39	N.A	N.A	854700	20 20	2159200 1854600	50.53 43.40
4.	FIs / MFs / FIIs / Banks	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	Total	4273500	100.00					4273500	100.00%

 Assuming that the 20% shares came in the offe.r

 

Note: The data within bracket indicates sale of equity shares.

 

 

5.    OFFER PRICE AND FINANCIAL ARRANGMENTS

 

 

5.1  

Justification of Offer Price

 

The Equity Shares of the Company are listed on Stock exchanges at Kanpur, Mumbai, Delhi, Jaipur and Ahmedabad. The Stock Exchange Mumbai vide its letter dated 13.06.2001 has advised its members not to deal in the securities of Raymed Labs Ltd with effect from 14^th June, 2001The equity shares of the company are listed on Stock exchanges at Kanpur,  Mumbai, Delhi,  Jaipur and Ahmedabad. The annualised trading turnover during the preceding six months ending 31^st March, 2002 November 20, 2001 in each of the Stock Exchanges is detailed below:

 

 

 

 

Sr. No.	Name of the Stock Exchange	Total no. of equity shares Traded during the 6 calander months prior   ending at 31st March, 2002October 30, 2001	Total no. of equityListed Shares shares listed	Annualised Trading turnover (in terms of % to total listed shares)
1.	Kanpur stock Exchange	No Trading	42,73,500	Nil
2.	Mumbai stock Exchange	No Trading Suspended w.e.f. 14.06.2001	42,73,500	Nil
3.	Delhi stock Exchange	No Trading	42,73,500	Nil
4.	Jaipur stock Exchange	No Trading	42,73,500	Nil
5.	Ahmedabad stock Exchange	No Trading	42,73,500	Nil

(Source : Official quotations from Stock Exchanges)

 

As the annualised turnover (by number of equity shares) at all the stock exchanges is less than 2% of the  totalthe total number o. of listed equity shares, the equity shares of RLL are deemed to be infrequently traded at the said stock exchanges. The Offer Price of Res. 1.00 /- (Rupeees  One Only) per fully paid-up equity share of face value of Rs. 10/- each, is justified in terms of Regulation 20(3) of SEBI (SAST) Regulations, 1997 based on the following:

 

a.	Negotiated price under the negotiated agreementin terms of Agreement to sell.			Re. 0.50 per fully paid-up equity share
b.	Highest Price paid by the Acquirer or PACs for acquisition including Public or Rights Issue in 26 weeks prior to the date of Public announcement.			Not applicable
c.	Price paid under preferential allotment made to the acquirer or PAC any time during 12 months period upto date of closure of the Offer			Not applicable
d.	Average Price calculated as per RegulaitonRegulation 20(2)(d) during the 26 weeks preceding the date of PA			Not applicable
e.	Other parameters
	I	Based on audited results as on March 31, 2001	March 31, 2001		March 31, 2000	March 31, 1999
	i.	Return on Networth %(%)	-- -0.54		--0.20 -	-68.44
	ii.	Book Value (Rs.)	-0.54		-0.44	4.39
	iii.	Earning per Share (Rs.)	-0.20		-4.96	-3.00
	iv.	Price to Earnings ratio	-		-	-
	II	Based on Unaudited results as on September 30, 2001December 31st  2001 (not annualised and based on March 31, 2001 Balance sheet)***
	i.	Return on Networth (%)		--
	ii.	Book Value (Rs.)		-
	iii.	Earning per Share (Rs.)		-0.09-0.07
	iv.	Price to Earnings ratio		-
	III	The Industry Price Earning multiple(Source: Capital Markets, Category: Pharmaceuticals-Indian-Formulations, dated: March 31, 2002)		7.5

 

 

If the Acquirer, acquires equity shares after the date of Public Announcement upto 7 working days prior to the closure of the offer at a price higher than the Offer Price, then the highest price paid for such acquisition shall be payable for all the valid acceptances received under the offer.

 

5.2   Financial Arrangements

 

        i.            The total amount of funds required to make the payment of consideration for the shares to be purchased through the open offer is  Rsis Rs. 8,54,700.

ii.     

                  ii.In accordance with Regulation 28 of the Regulations, Shri Ajai Goyal has opened an Escrow account with Indian overseas Bank , Chakrata Road, Saharanpur-247 001 with an amount of Rs. 8,54,700 (Rupees Eight Lacs fifty Four Thousand Seven Hundred only), being the total consideration payable under this offer in accordance with the Regulations.

   iii.   A Lien in favour of the Manager to the offer has been marked on the Escrow Account.

  iv.       The acquirer has made firm arrangements for meeting the consideration payable for the acceptance of this Offer through his own resources. The manager to the offer is satisfied about the ability of the Acquirer to implement the Offer as the firm arrangements for funds and money for payment through verifiable means are in place to fulfill the offer obligation.In accordance with Regulation 28 of the Regulations, Shri Ajay Goyal has opened an Escrow account with Indian overseas Bank , Chakrata Road, Sharanpur 247 001, by depositing cash, an amount of Rs 8,54,700 being the total consideration payable under this offer in accordance with the Regulations 28(2)

a.                   A Lien in favour of the Manager to the offer has been marked on the Escrow Account.

a.                  The acquirer has made firm arrangements for meeting the consideration payable for the acceptance of this Offer through their own resources. The manager to the offer is satisfied about the ability of the Acquirer to implement the Offer as the firm arrangements for funds and money for payment through verifiable means are in place to fulfil the offer obligation

 

 

6. TERMS AND CONDITIONS OF THE OFFER

           

6.1  Persons eligible to participate in the Offer

 

All owners of shares registered or unregistered, who own the shares at any time prior to the closure of the Offer are eligible to participate in the Offer. Unregistered owners and shareholders who do not receive the copy of Letter of Offer 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 Nos., 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.

 

 

 

Statutory Approvals

 

 

Except the approval required from RBI for acquiring Shares from NRI Shareholders, no other statutory approvals are required to implement the Offer.

In case of delay in receipt of statutory approval, SEBI has the power to grant an extension of the time required for payment of consideration to shareholders subject to Acquirer agreeing to pay interest as directed by SEBI (Regulation 22(12)). If the delay occurs due to the wilful default of the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the Regulations will become applicable.No statutory approvals are required to implement the Offer apart from RBI approvals for NRI applicants. Application has been made to RBI seeking its approval.

 

6.2 Eligibility For Accepting the Offer

 

The present Offer is being made to all the shareholders of RLL whose names appear as on the Specified date (i.e. 4th April, 2002) and also those persons who own the shares at any time prior to the closure of the Offer but are not registered shareholder. Accidental omission in dispatch of this Letter of Offer to any person to whom this offer is made or the non-receipt or delayed receipt of this Offer document by any such person will not invalidate this Offer in any way.

The Letter of Offer together with the Form of Acceptance-cum-Acknowledgement will be mailed to the shareholders of the company (except the Acquirer and parties to the agreement) whose names appear on the Register of Members of the company and to the beneficial owners of the Shares of the company whose names appear on the beneficial records of the respective depositories at the close of business on 4^th April, 2002 (the “Specified Date”).

 

All owners (registered or unregistered) of Shares of RLL (except the Acquirer and parties to the agreement) are eligible to participate in the Offer anytime before the closure or the Offer.

 

Shareholders who wish to tender their shares should submit documents in accordance with the procedure specified in section 7 of the Letter of Offer and the Form of Acceptance and Acknowledgement.

 

6.3 Others

 

Shareholders who wish to tender their Shares will be required to send the Form of Acceptance-cum-Acknowledgement, Original Share Certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer, In-house Share Registry (A unit of A.O.K. In-house Securities Limited), 3, Community Centre, Naraina Industrial Area, Phase-1, New Delhi–110028, Telephone No. (011) 5792012/13, Fax number (011) 5792011, either by hand delivery during normal business hours or by Registered Post on or before the close of the Offer, i.e. Saturday 22^nd June, 2002, in accordance with the instructions specified herein and the Form of Acceptance-cum-Acknowledgement.

 

Accidental omission to despatch this Letter of Offer to any person to whom this offer is made or the non-receipt or delayed receipt of this Letter of Offer by any such person will not invalidate this Offer in any way.

The Registrar to the Offer, In-house Share Registry (Unit of A.O.K In-house Securities Limited) has opened a special depository account with DP:  “Zuari Investments Ltd” in  National Securities Depositories Ltd. (“NSDL”) styled “In-house Share Registry- Open offer M/s Raymed Labs Ltd. Escrow”. The details of the special depository account are as under:

 

DP Name	Zuari Investments Ltd
Depository Identification No. (DP ID)	IN301055
Client ID	10086304

 

Shareholders having their beneficiary account in Central Depository Services Ltd. (“CDSL”) have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account with NSDL.

 

Beneficial owners (holders of Shares in Dematerialized Form) who wish to tender their Shares will be required to send their Form of Acceptance-cum-Acknowledgement along with a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instruction slip in “off-market” mode, duly acknowledged by the Depository Participant (“DP”), in favour of special depository account, to the Registrar to the Offer, at the address mentioned above, either by hand delivery during normal business hours or by Registered Post on or before the close of the Offer, i.e. Saturday 22^nd June, 2002, in accordance of instructions specified  in the letter of Offer and in the form of Acceptance cum Acknowledgement. Beneficial owners should ensure to credit their shares in favour of the special depository account before the closure of the Offer.

1.This Letter of Offer has been mailed to all the shareholders of RLL (other than parties to the Agreement and PAC), whose names appeared on the Register of Members of RLL as on ……………being the Specified Date. Unaccepted Share Certificates, Share Transfer Forms and other documents, if any, will be returned by registered post at the shareholder(s) / unregistered owner(s) sole risk.

1.Consideration for equity shares accepted would be paid by crossed account payee cheques / demand drafts / pay orders and sent by registered post to the address of the first shareholder(s) / unregistered owner(s) at their sole risk.

 

 

7.  PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF OFFER

 

 

 

a. Shareholders of Raymed Labs Limited who wish to avail of this Offer should forward the  documents mentioned belowunder mentioned  bydocuments by hand delivery or by registered post post to the Registrar at their Office - In-house Share Registry (a unit of A.O.K. In-house Securities Limited), 3, Community Centre, Naraina Industrial Area, New Delhi –110028, Telephone no. (011) 5792012/13,.Fax number(011) 5792011or by hand delivery only at the collection centers given below so as to reach the Registrar on or before ………………… Saturday 22^nd June, 2002 (Offer Closure Date) on their working days during business hours indicated in sub-para (f) below. Shareholders are advised to ensure that the Form of Acceptance cum Acknowledgement and other documents are complete in all respects, otherwise the same is liable to be rejected.  In case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account, before the closure of the Offer. The form of Acceptance cum Acknowledgement of such demat shares not credited in favour of the special depository account before the closure of the offer is liable to be rejected. The form of Acceptance cum Acknowledgement along with the share certificate(s), signed transfer deed and other documents should be submitted to Registrar to the offer at the address given below in accordance with the procedure as set out in the Letter of offer.

In the case of dematerialised shares, the Registrar is not bound to accept those offers which have not been credited to the Escrow Depository Participant (DP) as on the date of closure of the Offer, i.e. …………………………..

 

 

 

 

 

 

Name and Address	Contact Person	Working Days and timings	Mode of Delivery
In-house Share Registry (a unit of A.O.K. In-house Securities Limited), 3, Community Centre, Naraina Industrial Area, New Delhi –110028	Mr. Bharat Bhushan Telephone no. (011) 5792012/13 Fax number(011) 5792011 Email: inhouse@bol.net.in	Monday to Saturday   10.00am to 5.00 pm	Hand Delivery/ Registered post

 

 

Registered Shareholders (holders of shares in physical form) should enclose:-

 

·         Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates.

·         Original Share Certificate(s)

·         Valid Share Transfer deed(s), duly signed as transferors by all registered shareholders (incase of joint holdings) in the same order and as per specimen signatures registered with RLL and duly witnessed at appropriate place. A blank Share Transfer form is enclosed along with this Letter of Offer.

 

Beneficial owners (holders of shares held in demat form) should enclose -

·         Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository Participant (DP).

·         Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP.

The details of the special depository account are as follows:

Name of the Depository Participant	Depository Identification No. (DP ID)	Client ID
Zuari Investments Ltd	IN301055	10086304

 

Incase of shareholders who have sent their share certificates for dematerialisation, should enclose

·         Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates.

·         Copy of the Dematerialisation request form duly acknowledged by the DP.

 

The shareholder should ensure credit of the shares to the Special Escrow account by the closure of the Offer, otherwise the same would be rejected. Alternatively, if the Shares send for dematerialisation are yet to be processed by the DP, the shareholder can withdraw his/ her Dematerialisation request and tender the Share certificates in the Offer.

 

Unregistered owners should enclose

·         Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein.

·         Original Share Certificate(s).

·         Copy of the Original Contract Note issued by the broker through whom the shares were acquired.

·         Proof of Lodgment of shares for transfer and acknowledgement thereof by the company.

 

Owners of shares who have tendered their shares for transfer/ dematerialisation should enclose:

·         Form of acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein.

·         Copy of the letter sent to RLL for transfer of Shares.

·         Valid share transfer deed(s)

 

The share transfer deed should list Mr. Ajai Goyal as the Transferee/buyer. All other requirements for valid transfer will be a precondition for valid acceptance.

The share certificate(s), share transfer deed(s) and the Form of Acceptance should be sent only to the Registrar to the Offer and not to the Manager to the Offer or the Acquirer or the Target Company.

In case of non-receipt of the Letter of Offer, the eligible persons may send their consent, to the Registrar to the offer, on a plain paper stating acceptance of the Offer with 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 Registrar to the Offer on or before the close of the Offer, i.e. Saturday 22^nd June, 2002, or in case of beneficial owners they may send their application in writing to the Registrar to the offer, on  a plain paper with Name, Address, No. of Shares held, No. Shares offered, DP name, DP ID, beneficiary account number and a photocopy of a delivery instruction slip 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. Saturday, 22^nd June, 2002..

Alternatively, the Letter of Offer and Form of Acceptance cum Acknowledgement will be available on SEBI’s Website : www.sebi.gov.in, from the Offer opening date. The eligible persons can download the Form of Acceptance cum Acknowledgement from the SEBI’s Website and apply in the same. No indemnity is required from Unregistered shareholder(s).

In addition Non-Resident shareholders should also enclose a) copy of permission received from RBI for the shares held by them in RLL. and b) Certificate from Chartered Accountants, inter-alia specifying whether shares are held on repartriable or non repartriable basis along with the calculation of long term capital gains and the tax to be deducted thereon under section 195 of the Income Tax Act, 1961.

The Form of Acceptance and Acknowledgment along with the share certificate(s), signed transfer form(s) and other documents should be submitted to the Registrar to the Offer. Applicants who cannot hand deliver their documents, may send the same by Registered Post, at their own risk and cost, to the Registrar to the Offer .

For shares held in physical form

 

·Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/all shareholders whose names appear on the share certificates (in case of joint holdings) in the same order in which their names appear in the Register of Members.

·Original Share Certificate(s).

·Valid Share Transfer deed(s) duly signed as transferors by all shareholders (in case of joint holdings) in the same order and as per specimen signatures lodged with Raymed labs ltd and duly witnessed at the proper place. It would be in the interest of the transferor to get the signatures attested by a Notary Public or Bank Manager or a Member of a recognised Stock Exchange. In each case, the name and address of the attesting authority, the authority’s seal and the registration number (if the authority is a Notary Public/ Member of the Stock Exchange) or the name and address of the Bank (if the authority is a Bank Manager) should appear. Further, all attestations should be unconditional, i.e. the authority attesting should not deny the responsibility of identifying the person and the signature by qualifying the attestation. If the said guidelines are not followed, Raymed Labs Ltd reserves the right to reject the transfer deed along with the application. The transfer deed should be left blank, except the signatures of the transferor(s)/ witnesses and attestation as mentioned above.

 

For shares held in dematerialised form

 

·Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/all shareholders whose names appear (in case of joint holdings) in the same order in which their names appear in their beneficiary account. The Form of Acceptance has to be tendered by the beneficial holder of shares only.

· A photocopy of the delivery instruction duly acknowledged by the DP filled as per the instructions given hereunder:

- Registrar to the Offer has opened a Depository Account with Central Depository Services Limited named “ ………Limited (Escrow Account – open offer for shares of Raymed Labs  Limited)” (the “Escrow Account”) as per details given below:

                 Depository Participant Name :

                 DP ID No. :

                 Client ID No. :

 

These shares would be held in trust by the Registrar till the time payment for the same are made by the Acquirer and the Acquirer would have no access to these shares till that time.

 

- The Beneficial owners who hold shares in demat form are required to execute a trade by tendering the Delivery Instruction for debiting their Beneficiary Account with the concerned DP and crediting the above-mentioned account. The credit in the Escrow Account should be received on or before the date of closure of the Offer, i.e.

- The Delivery Instructions to be given to the DP should be in “For Off Market Trade” mode only. For each Delivery Instruction the Beneficial Owner should submit a separate Form of Acceptance.

- Beneficial owners whose shares are held in a depository account with ………………. will be required to execute an Inter-depository delivery instruction in order to transfer their shares to the escrow account.

- Shareholders who have sent their shares for dematerialisation should ensure that the process of dematerialisation is completed in time so that the credit in the Escrow Account is received on or before the date of closure of the Offer, i.e. …………………else the application will be rejected.

 

The above documents should not be sent to the Acquirer or Raymed Labs Ltd or the Manager to the Offer. The same should be sent to the Registrar to the Offer only at collection centers given below.

 

b.  All owners of shares, registered or unregistered 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. They are required to submit, besides the documents as mentioned at (a) above, other documents to prove their title to the shares offered for acceptance, such as original brokers contract note, transfer deed(s) executed by the registered holders of the shares in addition to the Form of Acceptance and share certificate(s). No indemnity is required from unregistered shareholders. Notwithstanding that the signature(s) of the transferor(s) has/have been witnessed as aforesaid, if the signature(s) of the transferor(s) differs from the specimen signature(s) recorded with Raymed Labs Limited or are not in the same order, such shares are liable to be rejected under the Offer even if the Offer has been accepted by a bona fide owner of such shares. Raymed Labs Limited shall be the sole judge in this regard.

c.   In case of non-receipt of the Letter of Offer, eligible persons may send their consent to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of shares held, Distinctive Numbers, Folio Number, Number of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. ……………….. No indemnity is required in this regard. Shareholders who have lodged their shares for transfer with Raymed Labs Limited must also send the acknowledgement received from Raymed Labs Limited towards such lodging of shares, if any.

d. Non-Residents should also enclose copy of permission received from RBI for the shares held by them in Raymed Labs Limited and No Objection Certificate/ Tax Clearance Certificate from the Income-tax Authorities under Income-tax Act, 1961, indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. In case the aforesaid No Objection Certificate/ Tax Clearance Certificate is not submitted, the Acquirer will arrange to14deduct tax at the maximum marginal rate as may be applicable to the category of the shareholder, on the entire consideration amount payable to such shareholders.

 

e.    Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the shares in respect of which the application is being sent. Such documents may include, but are not limited to:

 

i) duly attested death certificate and succession certificate (in case of single shareholder) if the original shareholder is deceased;

ii) duly attested Power of Attorney if any person apart from the shareholder has signed the application form and/or transfer deed(s);

iii) in case of companies, the necessary corporate authorisation (including Board Resolutions);

iv) any other relevant documentation.

f.   The documents referred to above should be sent to any of the following collection centres in the timings given below:

Business Hours : Monday to Friday : 10.00 a.m. to 1.00 p.m.

                                                             2.00 p.m. to 4.00 p.m.

                                           Saturday : 10.00 a.m. to 1.00 p.m.

 

Address of Collection Centre	Mode of Delivery	Telephone No	. Fax No.

 

Payment of consideration will be made by crossed account payee cheque/ demand draft and sent by registered post, to those shareholders/ unregistered owners and at their own risk, whose shares / share certificates and other documents are found in order and accepted by the Acquirer. In case of joint registered holders, cheques/ demand drafts will be drawn in the name of the sole/first named holder/unregistered owner and will be sent to him/ her. It is desirable that shareholders provide bank details in the “ Form of acceptance cum Acknowledgement”, so that the same can be incorporated in the cheque/demand draft. Payment of consideration will be made by crossed account payee cheques/demand drafts and sent by registered post in case of consideration amount exceeding Rs.1,500 (Under Certificate of Posting otherwise) to those shareholders whose share certificates and other documents are found in order and accepted by the Acquirer. All cheques/demand drafts will be drawn in the name of the first holder, in case of joint registered holders.

 

In case the Shares tendered under the offer by the shareholder, are more than the Shares agreed to be acquired by the Acquirer, then the acquisition from each shareholder will be as per provision of Regulation 21(6) of the SEBI (SAST) Regulations on a proportionate basis, in such way that the acquisition from a shareholder shall not be less than the minimum of the marketable lot or the entire holding, if it is less than the marketable lot.

 

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. Shares held in demat form to the extent not accepted will be credited back to the beneficial owner’s depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance-cum-Acknowledgement.

 

The Registrar to the Offer will hold in trust the Shares/share certificates, Shares lying in credit of the special depository account, Form of Acceptance-cum-Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Company who have accepted the Offer, till the cheques/drafts for the consideration and/or the unaccepted Shares/share certificates are dispatched or returned.

 

The acquirer shall complete all procedures relating to the offer latest by 10^th July, 2002. In case of delay in receipt of any statutory approval, SEBI has the power to grant an extension of the time required for payment of consideration to shareholders subject to Acquirer agreeing to pay interest as directed by SEBI (Regulation 22(12)). If the delay occurs due to the wilful default of the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the Regulations will become applicable.

 

8.    DOCUMENTS FOR INSPECTION

 

The following documents are regarded as material documents and are available for inspection at the registered office of the Manager to the Offer, Bajaj Capital Ltd, Bajaj House, 97 Nehru Place, New Delhi–110019 from 10.00 a.m. to 1.00 p.m. on any working day, except Sundays and Holidays until the closure of the Offer.

 

1.      Certificate of incorporation, Memorandum and Articles of Association of Raymed Labs Limited.

2.      Certificate from by Mr. Deepak Gupta, chartered accountant,  10, Silva Market,  Ambala Road, Saharanpur-247001. (FCA membership No: 74641) dated 26^th March 2002, regarding the nethworth of Mr Ajai Goyal.

3.        Audited Annual Reports of RLL for years ended on March 31, 1999, 2000, 2001 and un-audited provisional results for nine  months ended December 31^st 2001.

4.        Letter from Indian Overseas Bank dated 31^st January, 2002 confirming the amount kept in Escrow Account and lien in favour of Merchant Banker.

5.        A copy of the Agreement between Ajai Goyal and Dr. Sushil Kumar Saini dated 30^th March 2002 for acquisition 12,09,600 equity shares, which triggered the open offer.

6.        Published copy of the PA, which appeared in newspapers on 4^th April 2002 & Corrigendum published on May 16^th, 2002.

7.        SEBI observation letter no. TO/AS/7938/02 dated May 9, 2002 on the draft Letter of Offer filed with the Securities and Exchange Board of India. 

 

9.   DECLARATION BY THE ACQUIRER

 

The Acquirer, Mr. Ajai Goyal accepts full responsibility for the information contained in this Letter of Offer and Form of acceptance, and also for the obligations of the Acquirer laid down in the SEBI (SAST) Regulations, 1997 and any subsequent amendments made  thereto.

 

Sd/-                                        

 

Ajai Goyal

 

Place: Saharanpur

Date:  16^th May 2002

 

10.       ENCLOSURES

1.       Form of Acceptance cum acknowledgement

2.     Blank Share Transfer Deed(s)

g.  In the event that the shares tendered in the Offer by the shareholders of Raymed Labs Limited are more than the shares to be acquired under the Offer, the acquisition of shares from each shareholder will be as per the provisions of Regulation 21(6) of the Regulations on a proportionate basis. The shares of Raymed Labs Limited are traded in compulsorily dematerialised mode and the minimum marketable lot is one share.

h.  In case of physical shares, the Registrar to the Offer will hold in trust the share certificates, Form of Acceptance duly filled in and the transfer deed/s on behalf of shareholders of Raymed Labs Ltd who have accepted the Offer, till the cheques/drafts for the consideration and/or the share certificates are posted.

i.   In case of dematerialised shares, the shares would reside in the Escrow Account as mentioned above. The Registrar will take action for transferring the shares to Acquirer after payment consideration cheques are released to the Beneficial Owners.

j.    Barring unforeseen circumstances and factors beyond their control, the Acquirer intends to complete all formalities pertaining to the purchase of the shares, including payment of consideration to the shareholders who have accepted the Offer, within 30 days from the date of closure of this Offer, ………………….

k   . In case of physical shares, in the event of acceptance on proportionate basis or in cases where acceptances are rejected, the unaccepted/rejected Share Certificates, transfer deeds and other documents, if any, will be returnedby registered post by the Registrar to the Offer, …………….. to the shareholders/unregistered owners. Except that,in case the share certificates tendered have to be split, Foseco India will arrange to split the share certificates andsend the balance share certificate (for shares not accepted in the Offer).

l.     The shares held in dematerialised form to the extent not accepted under the Offer will be released to the Beneficial Owner’s Depository Account with the respective DP as per details furnished by the Beneficial Owner in the Form of Acceptance, at the sole risk of the Beneficial Owner. Intimation to that effect will be sent to the Beneficial Owner by Ordinary Post.

 

 

8.    DOCUMENTS FOR INSPECTION

 

The following documents are regarded as material documents and are available for inspection at the registered office of the Manager to the Offer, Bajaj Capital Ltd, Bajaj House , 97 Nehru Place,  New Delhi –110019  from 10.00 a.m. to 1.00 p.m. on any working day, except Saturdays, Sundays and Holidays until the closure of the Offer.

 

1.Certificate of incorporation, Memorandum and Articles of Association of RLL

1.Certificate from M/s. P. G. Bhagwat, Chartered Accountants dated November 12, 2001, regarding the nethworth of Mr Ajay Goyal 

1.Annual Reports of RLL for years ended on March 31, 1999, 2000, 2001 and un-audited provisional results for six months period ended on September 30, 2001 and three months ended December 31^st 2001.

1.Letter from Indian Overseas Bank dated January 31^st confirming the amount kept in Escrow Account and lien in favour of Merchant Banker.

1.A copy of the Share Purchase Agreement between Ajay Goel and Dr. Sushil Kumar Saini  dated ………………………. for acquisition 12,09,600 equity shares, which triggered the open offer.

1.Published copy of the PA, which appeared in newspapers on …………………..

1.Copies of letters from the Stock Exchanges viz……………….. containing the share price and volume data.

1.observation letter no. …………………dated …………….on the draft Letter of Offer filed with the Securities and Exchange Board of India. 

 

9.                                                                                                                                                                                              DECLARATION BY THE ACQUIRER

 

The Acquirer, Mr. Ajay Goyal accept full responsibility for the information contained in this Letter of Offer and Form of acceptance, and also for the obligations of the Acquirer and the PAC( as appropriate) laid down in the SEBI (SAST) Regulations, 1997 and any subsequent amendments made  thereto.

 

 

 

Sd/-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

 

Ajay goyal

 

Place:                                                                                                                                                                                              

Date:                                                                                                                                                                                               

 

10.                                                                                                                                                                                              ENCLOSURES

 

1.1.      Form of Acceptance

1.2.      Blank Share Transfer Deed(s).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

 

 

(Please send this form with enclosures to the Registrar to the Offer at their addresses given overleaf)

 

 

 

 

OPENS ON     :

CLOSES ON   :

 

 

 

 

To,

 

 

 

 

Dear Sir,

 

Re. : Open Offer to acquire upto 12,00,000 fully paid-up equity shares of Rs. 10/- each of Raymed Labs limited at a price of Rs. 1.00/- per share BY Ajai Goyal’

 

I/We refer to the Letter of Offer dated March 8, 2002 for acquiring the equity shares held by me/us in Raymed Labs Limited

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, hold shares in the physical form, 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 Registrars to the Offer until the time the Acquirer makes payment of the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer will pay the consideration only after verification of the documents and signatures.

 

 

FOR SHARES HELD IN DEMAT FORM

I/We hold shares in Demat Form, accept the Offer and enclose photocopy of the Delivery Instruction duly acknowledged by DP in respect of my equity shares as detailed below

 

DP Name	DP ID	Client ID	Name of the Beneficiary	No. of Shares

 

 

 

I/We have done an off market transaction for crediting the shares to the “……………………………………” whose particulars are:

DEPOSITORY PARTICIPANT NAME –

DP ID -

Shareholders having their beneficiary account with ………. have to use inter- depository delivery instructions slip for the purpose of crediting their shares in the special depository account with………….L.

I/We note and understand that the Shares would lie in the said A/c i.e. “MCS - Escrow Account - Livewell Home Finance Limited-Open Offer” until the Acquirer makes payment of the purchase consideration as mentioned in the Letter of Offer.

------------------------------------------------------------------------------------------------------------------------------------------------------------------

 

Folio No. \DPID\ Client ID                                                                                                                  Acknowledgement Slip

………………………………………………………

 

Received from Mr./Ms./M/s________________________________________________	Signature of official and date of receipt	Stamp of collection centers
Folio No. \DPID\ Client ID _________________________________________________
Address _______________________________________________________________
No. of Certificate(s) encl. _________________ Certificate No(s)________ ___________
Total No. of Shares Enclosed ______________________________________________

Note: All future correspondence, if any, in this regard should be addressed to the Registrar to the offer at the addresses mentioned behind in this form. The documents referred to above should be sent to the any of the collection centers mentioned overleaf.

 

I/We confirm that the equity shares of Raymed Labs Ltd which are being tendered herewith by me/us under this offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We authorise the Acquirer to accept the shares so offered which they may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/We further authorise the Acquirer 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 and in the case of dematerialised shares, to the extent not accepted will be released to my Depository Account at my sole risk.

I/We authorise the Acquirer or the Manager to the Offer or the Registrars to the Offer to send by registered post the draft/cheque, in settlement of the amount to the sole/first holder at the address mentioned above:

The permanent Account No. (PAN/GIR No.) Allotted under the Income Tax Act 1961 is as under:-

	1 st Shareholder	2nd Shareholder	3rd Shareholder
PAN/GIR No.

 

 

Yours faithfully

Signed and delivered

 

	FULL NAME (S) OF THE HOLDERS	SIGNATURES
First / Sole Holder
Joint Holder 1
Joint Holder 2

 

Place:                                                                 Date:

 

In order to avoid fraudulent encashment in transit, the applicants are requested to provide details of bank account of the sole/first shareholderand the consideration cheque or demand draft will be drawn accordingly.

 

Name of Bank	Branch Address	Type of Account	Account Number

 

 

 

 

All queries in this regard should be addressed to the Registrar to the offer at the following addresses quoting your Folio No./ DP ID NO. & Client ID No.

 

………………………………….

…………………………….

……………………………