LETTER OF OFFER

 

This Document is important and requires your immediate attention

 

This Letter of Offer is sent to you as a shareholder(s) of RRM SHARES & SECURITIES LIMITED. If you require any clarifications about the action to be taken, you may consult your Stock Broker or investment consultant or Manager/Registrar to the Offer. In case you have sold your shares in the company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.

 

 

MANAGER TO THE OFFER :	REGISTRAR TO THE OFFER :
Ashika Capital Limited Contact Person: Mr. Vijay Chandak 7, B. B. Ganguly Street, 4th Floor, Kolkata – 700 012. Tel: (033) 2221 5031/ 5032 /5112/5113 Fax: (033)2215 9418. E-mail: ashika@cal2.vsnl.net.in	Niche Technologies Private Limited Contact Person: Mr. S. Abbas C-444, Bagree Market, 71, B.R.B.B. Road, Kolkata – 700 001 Ph: (033) 2235-7270/7271/3070 Fax: (033) 91-033-2215-6823 Email: nichetech@vsnl.net

 

A SCHEDULE OF SOME OF THE MAJOR ACTIVITIES RELATING TO THE OFFER IS GIVEN BELOW:

 

Activity	Date / (Day)
Date of Public Announcement	January 22, 2003 (Wednesday)
Specified date (for the purpose of determining the names of shareholders to whom the Letter of Offer will be sent)	January 22, 2003 (Wednesday)
Date by which the Letter of Offer will be despatched to shareholders	March 06, 2003 (Thursday)
Date of Opening of the Offer	March 12, 2003 (Wednesday)
Date of Closing of the Offer	April 10, 2003 (Thursday)
Last date for revising the Offer Price	April 01, 2003 (Tuesday)
Last Date for a Competitive Bid	February 12, 2003 (Wednesday)
Last Date for withdrawal of acceptance by shareholders who have accepted the Offer	April 07, 2003 (Monday)
Date by which communicating rejection/acceptance and despatch of cheques/demand drafts towards payment of consideration to be completed.	May 09, 2003 (Friday)

 

INDEX

Sl. No.	Subject	Page No.
1.	Disclaimer Clause	2
2.	Details of the Offer	2-5
3.	Background of the Acquirers	5-7
4.	Disclosure in terms of Regulation 21(3)	7
5.	Background of the Target Company – RRM	7-9
6.	Offer Price and Financial Arrangements	9-11
7.	Terms and Conditions of the Offer	11
8.	Procedure for Acceptance and Settlement of the Offer	12-13
9.	Documents for Inspection	13-14
10.	Declaration by the Acquirers.	14

DEFINITIONS/ABBREVIATIONS

 

Acquirers	Sri Tapeshwari Prasad Gupta, Sri Ganesh Prasad Gupta, Sri Mahesh Prasad Gupta, Sri Ramesh Chandra Gupta, Sri Manoj Kumar Gupta, Sri Sunil Kumar Gupta, Sri Pramod Kumar Gupta & Sri Suresh Prasad Gupta.
Sellers	KCA Stock Broking Private Limited (KCA), a member of the Calcutta Stock Exchange Association Ltd. having registered office at 29-B, Rabindra Sarani, 4th Floor, Kolkata – 700 073, carrying on the business of dealing in shares and stock broking, herein acting as constituted attorney of various companies.
RRM/Target Company	RRM Shares & Securities Limited
Manager to the Offer	Ashika Capital Limited.
Offer	Cash Offer being made by the Acquirers to acquire 6,80,000 fully paid up equity shares of RRM representing 20% of the paid up equity share capital & voting capital.
Persons eligible to participate in the Offer	All persons who own the shares any time prior to the Offer closure excluding the parties to the agreement and Acquirers.
Offer Period	January 16, 2003 to May 09, 2003
Offer Price	Rs.5/- payable in cash
PA	Public Announcement
LO	Letter of Offer.
Specified date	Date for the purpose of determining the names of Shareholders, as appearing in the Register of Members of RRM or the Records of the Depositories, to whom the Letter of Offer should be sent, i.e. January 22, 2003.
RBI	Reserve Bank of India
Registrar	Niche Technologies Pvt. Ltd.
SEBI	Securities & Exchange Board of India
Regulations	Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and subsequent Amendments thereof.
CSE	The Calcutta Stock Exchange Association Limited.

 

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 DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS.THIS REQUIREMENT IS TO FACILITATE EQUITY SHAREHOLDERS OF RRM TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE COMPANY WHOSE SHARES AND CONTROL IS 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 ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER ASHIKA CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 4TH FEBRUARY, 2003 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF. THE FILLING OF THIS LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER.

 

2.                  DETAILS OF THE OFFER:

 

2.1.            Background of the Offer:

 

2.1.1.      This Offer is being made by the Acquirers in compliance with regulation 10 & 12 of the Regulations. The prime object of the Offer by the Acquirers is substantial acquisition of shares and voting rights accompanied with change in control / management of RRM.

 

2.1.2.      The Acquirers have entered into an Agreement dated January 16, 2003 (“Agreement”) to acquire fully paid-up equity shares from M/s. KCA Stock Broking Private Limited (KCA), a member of the Calcutta Stock Exchange Association Ltd. having registered office at 29-B, Rabindra Sarani, 4th Floor, Kolkata – 700 073, carrying on the business of dealing in shares and stock broking, herein acting as constituted attorney of various companies as detailed below:

 

Sl. No.	Name of Sellers to the Agreement	Addresses	No. of Shares	%
1.	Lumax Dealcomm (P) Ltd.	P-4, N. H. B. App. Road, 10th Floor, Kolkata-700 001 Ph: 2270-1152	67,000	1.97
2.	Dokania Consultancy Services (P) Ltd.	29B, Rabindra Sarani, Kolkata-700 073 Ph: 2235-2499	1,37,500	4.04
3.	Vijay Path Traders (P) Ltd.	1/1A, Biplabi Anukul Chandra Street, Kolkata-700 072 Ph:2236-3301	1,60,000	4.70
4.	Carnex Sales Agencies (P) Ltd.	125, N. S. Road, 6th Flr, Kolkata-700 001 Ph: 2270-1152	1,36,500	4.01
5.	Rangvardhan Febtrade (P) Ltd.	52, Weston Street, Kolkata-700 012 Ph: 2211-4203	25,000	0.74
6.	Flexstar Sales (P) Ltd.	89, N. S. Road, 3rd Floor, R. No. 12, Kolkata-700 001 Ph: 2211-0369	60,000	1.76
7.	Shyambaba Trexim (P) Ltd.	9/12, Lal Bazar Street, Kolkata-700 001 Ph:2210-0791	12,500	0.37
8.	B. K. Investment (P) Ltd.	3, Amartolla Street, Kolkata-700 001 Ph: 2235-5790	67,500	1.98
9.	Nirlon Trade & Finance (P) Ltd.	29B, Rabindra Sarani, Kolkata-700 073 Ph: 2235-8918	25,000	0.74
10.	Janavdhara Sales (P) Ltd.	52, Weston Street, Kolkata-700 012 Ph: 2211-4203	20,000	0.58
11.	Aashiana Properties (P) Ltd.	1, R. N. Mukherjee Road, 5th Floor, R. No. 6, Kolkata-700 001 Ph: 2210-7840	25,000	0.74
12.	Priya Vinimay (P) Ltd.	6, Hans Poker Lane, Kolkata-700 007 Ph: 2235-7030	22,500	0.66
13.	Rivergrove Suppliers (P) Ltd.	52, Weston Street, Kolkata-700 012 Ph: 2211-0369	25,000	0.74
14.	Tumpa Finvest & Impex (P) Ltd.	69, Metcafe Street, Kolkata-700 013 Ph: 2221-1459	12,500	0.37
15.	Linton Consultants (P) Ltd.	25, Baranashi Ghosh St. Kolkata-700 007 Ph: 2269-4184	55,000	1.62
16.	Welwisher Trexim (P) Ltd.	87, Shree Krishna Nagar, New Basti, P.O. Prabhas Nagar, Rishra, Hooghly Ph: 2235-7788	30,000	0.88
17.	Yugdharam Vyapaar (P) Ltd.	89, N. S. Road, 3rd Floor Room No. 12, Kolkata- 70001 Ph: 2211-4203	65,000	1.91
18.	Chandrima Trexim (P) Ltd	52, Weston Street, Kolkata- 700072 Ph: 2211-4203	65,000	1.91
19.	Bakra Pratisthan Ltd.	7, Mangoe Lane, 1st Floor, Kolkata-700001 Ph: 2235-7030	22,500	0.66
20.	Cygnus Publishers (P) Ltd	52, Weston Street, Kolkata-700012 Ph: 2211-4203	50,000	1.47
21.	Tirupati Stock Broking & services (P) Ltd.	1/1A, Biplabi Annual Chandra Street, 5th Floor, Room No. 5 G, Kolkata- 700072 Ph: 2236-7269	25,000	0.74
22.	Manush Distributors Limited	52, Weston Street, Kolkata-700 012 Ph: 2211-4203	50,000	1.47
23.	Safe Aid Marketing (P) Ltd.	1, R. N. Mukherjee Road, 5th Floor, R. N. 6, Kolkata-700 001 Ph: 2242-6336	25,000	0.74
24.	Zharuka Fiscal Services (P) Ltd.	156A, Lenin Sarani, 2nd floor, R. No.213, Kolkata-700 013 Ph: 2236-3301	20,000	0.58
25.	Pintech Distributors (P) Ltd.	29B, Rabindra Sarani, 3rd Floor, Kolkata-700 073 Ph: 2235-2499	40,000	1.18
26.	Alfa Tie-up (P) Ltd.	52, Weston Street, Kolkata-700 012 Ph: 2211-4203	85,000	2.50
27.	Surabhi Agrotech (P) Ltd.	9, Armenia Street, 2nd Floor, Kolkata-700 001 Ph: 2221-1285	12,500	0.37
28.	Binod Resources (P) Ltd.	29B, Rabindra Sarani, 3rd Floor, R. N. 2E, Kolkata-700 073 Ph: 2210-7840	25,000	0.74
29.	Samir Commerce & Fintrade (P) Ltd.	52, Weston Street, 3rd floor, R. No. 307, Kolkata-700 012 Ph: 2211-5247	30,000	0.88
30.	Clara Vanijya (P) Ltd.	33/1B, Prassana Kr. Tagore St., Kolkata-700 006 Ph: 2234-5392	25,000	0.74
31.	Shardaraj Tradefin Ltd.	52, Weston Street, Kolkata-700 012 Ph: 2211-4203	75,000	2.20
32.	Blackpool Coal (P) Ltd.	29B, Rabindra Sarani, Kolkata-700 073 Ph: 2210-0791	12,500	0.37
33.	Sugam Securities (P) Ltd.	179, Bidhan Pally, Garia, Kolkata-700 084 Ph: 2237-6326	17,500	0.51
34.	BSR Finance & Constructions Ltd.	25, Baranashi Ghosh Street, Kolkata-700 007 Ph: 2269-4184	40,000	1.18
35.	Nishraj Traders (P) Ltd.	29B, Rabindra Sarani, Kolkata-700 073 Ph: 2235-8918	25,000	0.74
36.	Tripoli Management (P) Ltd.	52, Weston Street, 1st floor, R. No. A/4, Kolkata-700 012 Ph: 2211-4203	60,000	1.76
37.	Veronia Plastics (P) Ltd.	9, Lal Bazar Street, Kolkata-700 001 Ph: 2210-0791	12,500	0.37
38.	Allworth Commodities (P) Ltd.	6, Old Court House Street, Kolkata-700 001 Ph: 2210-5674	12,500	0.37
39.	Utility Vincomm (P) Ltd.	71, Canning Street, Kolkata-700 001 Ph: 2235-7030	12,500	0.37
40.	Precession Packaging (P) Ltd.	9/12, Lal Bazar Street, Kolkata-700 001 Ph: 2210-0791	12,500	0.37
	TOTAL		17,01,000	50.03

 

(hereinafter collectively referred to as "Sellers") aggregating to a total of 17,01,000 (Seventeen Lacs and One Thousand) fully paid-up equity shares of Rs.10/- each representing 50.03% of the Paid-up equity share capital and voting capital of RRM at a price of Rs.2/- per share (“Negotiated Price”) payable in cash (“The Acquisition”). As on the date of this Public Announcement, the Acquirers do not hold any equity shares of RRM. The Acquirers have not acquired any shares of the Target Company during the twelve months preceding this Public Announcement.

 

Some of the main features of the Agreement are mentioned below:

 

a)      That the Sellers have agreed to sell, transfer and assign 17,01,000 Equity Shares of M/s. RRM Shares & Securities Limited (hereinafter referred to as “Seller’s Shares”) to the Acquirers and/or their nominee(s) / associate(s) through M/s. KCA Stock Broking Pvt. Ltd., member of the Calcutta Stock Exchange @ Rs.2/- (Rupees Two only) per share payable in cash.

 

b)      That the Sale of the “Seller’s Shares” shall be completed on or before 22nd May, 2003.

 

c)      That the Acquirers shall comply with all the requirements of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.

 

d)      That in case of non-compliance of any provisions of the Regulations, the agreement for such sale shall not be acted upon by the Sellers or the Acquirers.

 

2.1.3.      The proposed change in control is consequent to the Agreement whose salient features are described in 2.1.2. above.

 

2.1.4.      The Acquirers will comply with the Regulations and complete the Offer formalities irrespective of the compliance or fulfillment or outcome of the share purchase agreement and its related conditions.

 

2.1.5.      After the completion of all formalities related to the acquisition and after complying with formalities required by the Regulations, the Board of Directors may be reconstituted to include the representatives of the Acquirers on the Board of RRM.

 

2.1.6.      The Acquirers, the Sellers and the Target Company have confirmed that they have not been prohibited by SEBI from dealing in securities, in terms of the direction issued u/s 11B of the SEBI Act or under any other regulations made under the SEBI Act.

 

2.2.            Details of the proposed Offer:

 

2.2.1.      The Public Announcement dated January 22, 2003 in respect of the Offer was made in the Asian Age – English (all editions), Dainik Vishwamitra– Hindi (Kolkata) and Khabare Kagaz (Bengali) in compliance with Regulation 15(1) of the Regulations. The Corrigendum to Public Announcement dated March 05, 2003 also appeared in the same newspapers.

 

2.2.2.      The Acquirers propose to acquire from the existing equity shareholders of RRM (other than the parties to the Agreement) 6,80,000 fully paid-up Equity Shares of Rs.10/- each of RRM, representing 20% of its paid up equity share and voting capital at a price of Rs.5/- per share (“Offer Price”) payable in cash.

 

2.2.3.      There are no partly paid up equity shares of RRM.

 

2.2.4.      The Offer is not subject to any minimum level of acceptances. The Acquirers will accept all equity shares of RRM in terms of this Offer upto a maximum of 6,80,000 equity shares.

 

2.2.5.      Since the date of the PA to the date of this Letter of Offer, the Acquirers have not acquired any shares of RRM.

 

2.2.6.      The Public Announcement made on January 22, 2003 and the Corrigendum to the Public Announcement dated March 05, 2003 is also available on the SEBI web-site at www.sebi.gov.in.

 

2.3.            Object of the Offer:

 

a)      The object of the Offer is substantial acquisition of shares and voting rights accompanied with change in control / management of RRM in accordance with Regulation 10 & 12 of the Regulations.

 

b)      The Acquirers propose to expand the fund based and investment related activities. The acquisition of RRM would facilitate such motive as RRM is already engaged in these activities. By virtue of this acquisition the Acquirers will get majority shareholding entitling them to exercise management control over the Target Company.

 

3.                  BACKGROUND OF THE ACQUIRERS:

 

3.1      The Acquirers:

 

3.1.1.      Sri Ganesh Prasad Gupta, son of Late Bhagwati Prasad Gupta, aged about 53 years, residing at 21/50-A, Etawah Bazar, Kanpur-208001, is having more than 20 years of experience in manufacturing and trading of oil and oil products. His networth as on 31/ 03/ 2002 as certified by Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002 vide certificate dated 06.01.2003 is Rs. 40.12 Lacs.

 

3.1.2.      Sri Manoj Kumar Gupta, son of Sri Tapeshwari Prasad Gupta, aged about 38 years, residing at 21/50-A, Etawah Bazar, Kanpur-208001, is having more than 15 years of experience in manufacturing and trading of oil and oil products. His networth as on 31/ 03/ 2002 as certified by Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002 vide certificate dated 06.01.2003 is Rs. 56.48 Lacs.

 

3.1.3.      Sri Ramesh Chandra Gupta, son of Late Bhagwati Prasad Gupta, aged about 41 years, residing at 21/50-A, Etawah Bazar, Kanpur-208001, is having more than 15 years of experience in manufacturing and trading of oil and oil products. His networth as on 31/03/2002 as certified by Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002 vide certificate dated 06.01.2003 is Rs. 27.54 Lacs.

 

3.1.4.      Sri Pramod Kumar Gupta, son of Sri Ganesh Prasad Gupta, aged about 32 years, residing at 21/50-A, Etawah Bazar, Kanpur-208001, is having more than 7 years of experience in manufacturing and trading of oil and oil products. His networth as on 31/ 03/ 2002 as certified by Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002 vide certificate dated 06.01.2003 is Rs. 31.83 Lacs.

 

3.1.5.      Sri Mahesh Prasad Gupta, son of Late Bhagwati  Prasad Gupta, aged about 45 years, residing at 21/50-A, Etawah Bazar, Kanpur-208001, is having more than 15 years of experience in manufacturing and trading of oil and oil products. His networth as on 31/ 03/ 2002 as certified by Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002 vide certificate dated 06.01.2003 is Rs. 66.54 Lacs.

 

3.1.6.      Sri Tapeshwari Prasad Gupta, son of Late Bhagwati Prasad Gupta, aged about 57 years, residing at 21/50-A, Etawah Bazar, Kanpur-208001, is having more than 20 years of experience in manufacturing and trading of oil and oil products. His networth as on 31/03/2002 as certified by Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002 vide certificate dated 06.01.2003 is Rs. 59.79 Lacs.

 

3.1.7.      Sri Sunil Kumar Gupta, son of Sri Tapeshwari Prasad Gupta, aged about 36 years, residing at 21/50-A, Etawah Bazar, Kanpur-208001, is having more than 10 years of experience in manufacturing and trading of oil and oil products. His networth as on 31/03/2002 as certified by Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002 vide certificate dated 06.01.2003 is Rs. 32.09 Lacs.

 

3.1.8.      Sri Suresh Prasad Gupta, son of Late Bhagwati Prasad Gupta, aged about 43 years, residing at 21/50-A, Etawah Bazar, Kanpur-208001, is having more than 10 years of experience in manufacturing and trading of oil and oil products. His networth as on 31/03/2002 as certified by Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002 vide certificate dated 06.01.2003 is Rs. 24.70 Lacs.

.

3.1.9.      All the Acquirers are the members of the same family. Sri Tapeshwari Prasad Gupta, Sri Ganesh Prasad Gupta, Sri Mahesh Prasad Gupta, Sri Ramesh Chandra Gupta & Sri Suresh Prasad Gupta are real brothers. Sri Sunil Kumar Gupta & Manoj Kumar Gupta are sons of Sri Tapeshwari Prasad Gupta and Sri Pramod Kumar Gupta is the son of Sri Ganesh Prasad Gupta.

 

3.1.10.     The Acquirers have not entered into any formal agreement with respect to the present acquisition and are acting together under an informal understanding.

 

3.1.11.     The Acquirers, till date have complied with the relevant provisions of Chapter II of the Regulations wherever applicable.

 

3.1.12.     For the purpose of this Offer there are no persons acting in concert as per the provisions of regulations 2(1) (e) of the Regulations.

 

3.1.13.     None of the Acquirers are on the board of RRM, in terms of regulation 22(9) of the Regulations.

 

3.1.14.     None of the Acquirers hold any position on the Board of Directors of any listed company.

 

3.1.15.     Sri Ganesh Prasad Gupta & Sri Tapeshwari Prasad Gupta are the Whole-time Directors in M/s. Kanpur Edibles Pvt. Ltd. Sri Manoj Kumar Gupta & Sri Sunil Kumar Gupta are the Whole-time Directors in M/s. Kanpur Extractions Pvt. Ltd. Sri Pramod Kumar Gupta & Sri Mahesh Prasad Gupta are the Whole-time Directors in M/s. A. V. Agro Products (P) Ltd. Sri Suresh Prasad Gupta is a Whole-time Director in M/s. Kanpur Packagers (P) Ltd.

 

3.1.16.     The Acquirers have promoted certain unlisted Companies which are not participating in the proposed acquisition of shares in RRM, the particulars of these are given as under:

 

a)               Kanpur Edible Pvt. Ltd., incorporated on 25^th January, 1990 under the Companies Act 1956, is engaged in the business of Vanaspati, refined oil and oil products.

 

Brief financials based on Audited Accounts for the last three years are given below:

      (Amount -Rs. In Lacs)

Particulars	31.03.2002	31.03.2001	31.03.2000
Equity Share Capital	50.00	50.00	50.00
Reserves (excluding revaluation reserves)	130.28	120.83	80.93
Total Income	15257.97	11664.56	11310.32
Profit After Tax (PAT)	75.57	50.92	41.34
Earnings Per Share (EPS) in Rs.	15.11	10.18	8.27
Net Asset Value (NAV) in Rs.	36.06	34.17	26.19

 

The Company is not a Sick Industrial Company.

 

b)               Kanpur Extractions Pvt. Ltd., incorporated on 17th June, 1996 under the Companies Act 1956, is engaged in the business of refined oil and oil products.

 

Brief financials based on Audited Accounts for the last three years are given below:

      (Amount -Rs. In Lacs)

Particulars	31.03.2002	31.03.2001	31.03.2000
Equity Share Capital	130.00	130.00	130.00
Reserves (excluding revaluation reserves)	274.06	231.68	195.82
Total Income	9650.82	6821.74	7399.75
Profit After Tax (PAT)	142.66	207.77	195.91
Earnings Per Share (EPS) in Rs.	10.97	15.98	15.07
Net Asset Value (NAV) in Rs.	31.08	27.81	25.06

 

The Company is not a Sick Industrial Company.

 

c)               Kushal Foods Pvt. Ltd. has been incorporated on 19th April, 2000 under the Companies Act 1956 with the object of manufacturing Aata, Maida, Suji, Bran etc. However, the Company is yet to start the manufacturing operations.

 

Brief financials based on Audited Accounts for the last three years are given below:

      (Amount -Rs. In Lacs)

Particulars	31.03.2002	31.03.2001	31.03.2000
Equity Share Capital	175.04	0.04	N.A.
Reserves (excluding revaluation reserves)	NIL	NIL	N.A.
Total Income	N.A.	N.A.	N.A.
Profit After Tax (PAT)	N.A.	N.A.	N.A.
Earnings Per Share (EPS) in Rs.	N.A.	N.A.	N.A.
Net Asset Value (NAV) in Rs.	N.A.	N.A.	N.A.

 

The Company is not a Sick Industrial Company.

 

d)               A. V. Agro Products Pvt. Ltd., incorporated on 27th March, 1997 under the Companies Act 1956, is engaged in the business of oil and oil products.

 

Brief financials based on Audited Accounts for the last three years are given below:

      (Amount -Rs. In Lacs)

Particulars	31.03.2002	31.03.2001	31.03.2000
Equity Share Capital	200.00	200.00	200.00
Reserves (excluding revaluation reserves)	147.37	140.04	120.08
Total Income	4642.72	6150.21	7405.73
Profit After Tax (PAT)	7.29	21.04	224.73
Earnings Per Share (EPS) in Rs.	0.36	1.05	11.24
Net Asset Value (NAV) in Rs.	17.37	17.00	16.00

 

The Company is not a Sick Industrial Company.

 

e)               Kanpur Packagers Pvt. Ltd., incorporated on 14^th September, 2000 under the Companies Act 1956, is engaged in the business of packing items like corrugated box, poly jars, tins etc.

 

Brief financials based on Audited Accounts for the last three years are given below:

      (Amount -Rs. In Lacs)

Particulars	31.03.2002	31.03.2001	31.03.2000
Equity Share Capital	23.33	0.03	N.A.
Reserves (excluding revaluation reserves)	15.17	NIL	N.A.
Total Income	255.55	NIL	N.A.
Profit After Tax (PAT)	15.17	NIL	N.A.
Earnings Per Share (EPS) in Rs.	6.50	NIL	N.A.
Net Asset Value (NAV) in Rs.	16.39	N.A.	N.A.

 

The Company is not a Sick Industrial Company.

 

3.2.    Disclosures in terms of Regulations 16(ix) of the Regulations:

 

3.2.1        The Offer to the shareholders of RRM is made in accordance with regulation 10 & 12 of the Regulations.

 

3.2.2        The Acquirers propose to expand the fund based and investment related activities. The acquisition of RRM would facilitate such motive as RRM is already engaged in these activities. By virtue of this acquisition the Acquirers will get majority shareholding entitling them to exercise management control over the Target Company.

 

3.2.3        The Acquirers do not have any plans to dispose off or otherwise encumber any assets of RRM in the next two years except in the ordinary course of business of RRM.

 

3.2.4        The Acquirers shall not sale, dispose of or otherwise encumber any substantial assets of RRM except with the prior approval of the shareholders.

 

4.      Option in terms of Regulation 21(3)

 

If, pursuant to this Offer and any acquisition of shares by the Acquirers from the open market or through negotiations or otherwise made in compliance with the SEBI (SAST) Regulations 1997, the public shareholding is reduced to 10% or less of the paid up and voting share capital of RRM, then in accordance with Regulation 21(3) of the Regulations, the Acquirers will make an Offer to acquire the outstanding shares remaining with the public shareholders in accordance with the guidelines specified by SEBI in respect of delisting of securities as may be applicable from time to time.

 

5.      BACKGROUND OF THE TARGET COMPANY – RRM

 

5.1.            Brief History and Main Areas of Operations:

 

5.1.1    RRM, a Non-Banking Financial Company registered with RBI (Registration No. 05.02319 dated 16.05.1998) having its registered office at 125, N. S. Road, 6^th Floor, Kolkata - 700 001 was originally incorporated as Zircon Infin Limited, under the Companies Act, 1956, on December 02, 1982. The Company received the certificate of commencement of business on December 23, 1982. The name of the company was subsequently changed to RRM Shares & Securities Limited on February 5, 1998. As per the available information, RRM has duly complied with the requirements in respect of RBI registration wherever applicable and has not raised any Public Deposits till date.

 

5.1.2.   The Company is presently engaged in the business of dealing & investment in shares & securities, mutual funds schemes, providing short-term loans and advances, placement of inter corporate deposits and other financial services.

 

5.1.3.   As confirmed to us, the Acquirers do not require any specific approval from RBI for the purpose of change in control of RRM and no penal action has been taken against RRM till date by RBI.

 

5.2.            The present paid up equity share capital of RRM is Rs.3,40,00,000/- comprising of 34,00,000 fully paid up equity shares of Rs.10/- each. There are no partly paid-up shares. RRM has also not issued any preference shares. The equity share capital structure of RRM is as follows:

 

Paid-up Equity Shares	No. of Shares /Voting rights	% of  Shares/Voting Rights
Fully Paid-up Equity Shares	34,00,000	100%
Partly Paid-up Equity Shares	Nil	Nil
Total paid-up Equity Shares	34,00,000	100%
Total Voting Rights	34,00,000	100%

 

The shares of RRM are listed on the Calcutta Stock Exchange Association Limited.

 

5.3.            As on the date there are no outstanding convertible instruments such as warrants/FCDs/PCDs etc.

 

5.4.            The Board of Directors of RRM as on the date of the PA is as follows:

Sl. No.	Names of Directors	Designation	Residential Address	No. & % of shares of RRM held  as on date of P.A. (i.e. 22.01.2003)	No. & % of shares sold through agreement dated 16.01.2003
1.	Om Prakash Banka	Director	125, N. S. Road, 6th Floor, Kolkata-700001	NIL	NIL
2.	Ramesh Kumar Nathany	Director	18/2 Lala Babu Shire Road, BelurMath, Howrah-711202	NIL	NIL
3.	Shyam Prakash Gupta	Director	26/44, Birhana Road, Kanpur- 208 001	NIL	NIL
4.	Ashish Kumar Gupta	Director	26/44, Birhana Road, Kanpur- 208 001	NIL	NIL

 

5.5.            None of the persons representing Acquirers are on the board of RRM.

 

5.6.            There has been no merger / demerger or spin off involving RRM during the last 3 years.

 

5.7.            As per the available information we state that the sellers, promoters & other major shareholders except the Target Company, wherever applicable have complied with the applicable provisions of Chapter II of the Regulations. The Target Company has however confirmed that they will avail the opportunities provided in SEBI Regularization Scheme 2002 for non-disclosure under Regulations 6 & 8 of the Regulations. As per the available information there has been no default in complying with Regulation 7 of the Regulations by the Target Company.

 

5.8.            As per the available information, we confirm that RRM has generally complied with the relevant provisions of the listing agreements and has addressed all investor’s complaints as and when received and there are no pending complaints as on this date. We also confirm that no penal action has been taken by any Stock Exchange till date against RRM.

 

5.9.            Financial Information:

 

The financial information of RRM for the last 3 years and six months period ending 30.09.2002 are as follows:

                                                                               

Profit & Loss Statement          

                                                                                                                         (<div align=right>Rs. in Lacs)</div> 

For the Year Ended	31st March 2000 (Audited)	31st March 2001 (Audited)	31st March, 2002 (Audited)	Half Year ended 30.09.2002 (Unaudited)
Income from Operations	170.93	21.69	346.27	517.07
Other Income	-	-	0.71	1.08
Total Income	170.93	21.69	346.98	518.15
Total Expenditure	170.13	21.52	345.88	517.40
Profit before Interest, Depreciation and Tax	0.80	0.17	1.10	0.75
Depreciation	-	-	-	-
Interest	-	-	-	-
Profit before Tax	0.80	0.17	1.10	0.75
Provision for Tax	0.35	0.07	0.21	-
Profit after tax	0.45	0.10	0.89	0.75

 

Balance Sheet                                                                                          <div align=right>(Rs. In lacs)

As on	31st March 2000 (Audited)	31st March 2001 (Audited)	31st March, 2002 (Audited)	Half Year ended 30.09.2002 (Unaudited)
Sources of funds
Paid up share capital	120.00	220.00	340.00	340.00
Reserves & Surplus (excluding revaluation reserves)	6.49	306.59	667.48	668.23
Less: Total Miscellaneous Expenditure not written off (P&L A/c)	0.15	0.10	0.53	0.53
Net Worth	126.34	526.49	1006.95	1007.70
Secured loans	-	-	-	-
Unsecured loans	-	-	-	-
Total	126.34	526.49	1006.95	1007.70
Uses of funds
Net Fixed Assets	-	-	-	-
Investments	-	23.01	35.73	273.29
Net Current Assets	126.34	503.48	971.22	734.41
Total	126.34	526.49	1006.95	1007.70

 

    

Other Financial Data

For the Year Ended	31st March 2000 (Audited)	31st March 2001 (Audited)	31st March, 2002 (Audited)	Half Year ended 30.09.2002 (Unaudited)
Dividend	-	-	-	-
Earning Per Share (Rs.) *	0.04	0.01	0.03	0.04**
Return on Networth	0.36%	0.02%	0.09%	0.15%**
Book Value Per Share (Rs.)***	10.53	23.93	29.62	29.64

 

*Profit after tax / number of outstanding equity shares at the close of the year/period.

** EPS and Return on Net Worth have been annualised as appropriate.

*** Excluding miscellaneous expenses not written off.

Source: Annual Reports/Certified Financial Statements.         

 

Note: Miscellaneous expense not written off has been deducted against networth for calculating the book value per share and return on net worth.

      

5.10.       Pre and Post-Offer Shareholding Pattern of RRM (based on Subscribed & paid up Equity and Voting Capital) is as under: -

Shareholders’ Category	Share holding & voting rights Prior to the Agreement/ acquisition and Offer (A)		Shares / voting rights agreed to be acquired which triggered off the Regulation   (B)		Shares / voting rights to be acquired In open Offer (assuming full acceptances)   (C)		Share holding/ voting rights After Acquisition and Offer (A+B+C)   (D)
	No. of shares	%	No. of shares	%	No. of shares	%	No. of shares	%
1.      Promoter Group
a)Parties to Agreement b)Promoter other than (a) above	- -	- -	- -	- -	- -	- -	- -	- -
TOTAL 1 (a + b)	-	-	-	-	-	-	-	-
2.      Acquirers:
a)      Main Acquirers
(i)     Sri Tapeshwari  Prasad Gupta	Nil	Nil	2,17,000	6.38	85,000	2.50	3,02,000	8.88
(ii)Sri Ganesh Prasad Gupta	Nil	Nil	2,10,000	6.18	85,000	2.50	2,95,000	8.68
(iii)  Sri Mahesh Prasad Gupta	Nil	Nil	2,09,000	6.14	85,000	2.50	2,94,000	8.64
(iv) Sri Ramesh Chandra Gupta	Nil	Nil	2,12,500	6.25	85,000	2.50	2,97,500	8.75
(v)   Sri Manoj Kumar Gupta	Nil	Nil	2,10,000	6.18	85,000	2.50	2,95,000	8.68
(vi) Sri Sunil Kumar Gupta	Nil	Nil	2,10,000	6.18	85,000	2.50	2,95,000	8.68
(vii)   Sri Pramod Kumar Gupta	Nil	Nil	2,20,000	6.47	85,000	2.50	3,05,000	8.97
(viii) Sri Suresh Prasad Gupta	Nil	Nil	2,12,500	6.25	85,000	2.50	2,97,500	8.75
b)      PACs	-	-	-	-	-	-	-	-
Total 2 (a+b)	Nil	Nil	17,01,000	50.03	6,80,000	20.00	23,81,000	70.03
3.      Parties to the agreement (Other than 1(a) & 2)	17,01,000	50.03	(17,01,000)	(50.03)	-	-	-	-
4.      Public Share Holding (other than 1 to 3)* a)      FIs/MFs/FIIs/ Banks, FIs b)      Others	-   16,99,000	-   49.97	-   -	-   -	-   (6,80,000)	-   (20.00)	-   10,19,000	-   29.97
Total 4(a+b)	16,99,000	49.97	-	-	(6,80,000)	(20.00)	10,19,000	29.97
GRANDTOTAL (1+2+3+4)	34,00,000	100.00	-	-	-	-	34,00,000	100.00

*The total number of shareholders in Public category are 109.

 

5.11.        There was no trading of the shares of RRM as on 22.01.2003 i.e. the date of Public Announcement at CSE.

 

6.              OFFER PRICE & FINANCIAL ARRANGEMENTS:

 

6.1.               Justification of Offer Price:

 

6.1.1.         The Equity Shares of RRM are listed on CSE only.

 

6.1.2.         The Annualised trading turnover during the preceding six calendar months ended December 2002, in CSE is as follows:

 

Name of Stock Exchange	Total no of shares traded during the 6 calendar months prior to the month in which PA was made.	Total No. of listed Shares	Annualised Trading Turnover (in terms of % to total listed shares)
Calcutta Stock Exchange	3,17,450	34,00,000	18.67%

 

Source: As per information from CSE.

 

6.1.3.         As the annualised Trading Turnover (by number of shares) is more than 5% of the total number of listed shares of RRM at CSE, the equity shares of RRM are deemed to be frequently traded on CSE in terms of the Regulations.

 

6.1.4.         The weekly high and low of the closing price of the shares on CSE during the 26 weeks preceding the date of the public announcement as per the available information are as follow:

 

26 weeks weekly high / low:

 

Week no.	WEEK ENDING	HIGH	LOW	AVERAGE	VOLUME
1.	30-Jul-02	N.T.	N.T.	N.T.	NIL
2.	06-Aug-02	N.T.	N.T.	N.T.	NIL
3.	13-Aug-02	N.T.	N.T.	N.T.	NIL
4.	20-Aug-02	N.T.	N.T.	N.T.	NIL
5.	27-Aug-02	4.10	3.50	3.80	100,200
6.	03-Sep-02	4.20	4.10	4.15	60,000
7.	10-Sep-02	N.T.	N.T.	N.T.	NIL
8.	17-Sep-02	4.20	4.20	4. 20	10,000
9.	24-Sep-02	4.20	4.10	4.15	59,900
10.	01-Oct-02	4.00	4.00	4.00	24,600
11.	08-Oct-02	N.T.	N.T.	N.T.	NIL
12.	15-Oct-02	N.T.	N.T.	N.T.	NIL
13.	22-Oct-02	3.25	2.70	2.98	250
14.	29-Oct-02	2.20	2.00	2.10	200
15.	05-Nov-02	N.T.	N.T.	N.T.	NIL
16.	12-Nov-02	N.T.	N.T.	N.T.	NIL
17.	19-Nov-02	N.T.	N.T.	N.T.	NIL
18.	26-Nov-02	3.35	2.35	2.85	250
19.	03-Dec-02	8.00	4.00	6.00	350
20.	10-Dec-02	13.20	9.00	11.10	60,900
21.	17-Dec-02	7.30	3.40	5.35	500
22.	24-Dec-02	2.80	2.00	2.40	300
23.	31-Dec-02	N.T.	N.T.	N.T.	NIL
24.	07-Jan-03	N.T.	N.T.	N.T.	NIL
25.	14-Jan-03	N.T.	N.T.	N.T.	NIL
26.	21-Jan-03	N.T.	N.T.	N.T.	NIL
Average of 26 weeks				4.42

 

2 weeks daily high / low:

 

Day no.	Dates	HIGH	LOW	AVERAGE	VOLUME
1.	08-Jan-03	N.T.	N.T.	N.T.	N.T.
2.	09-Jan-03	N.T.	N.T.	N.T.	N.T.
3.	10-Jan-03	N.T.	N.T.	N.T.	N.T.
4.	11-Jan-03	N.T.	N.T.	N.T.	N.T.
5.	14-Jan-03	N.T.	N.T.	N.T.	N.T.
6.	15-Jan-03	N.T.	N.T.	N.T.	N.T.
7.	16-Jan-03	N.T.	N.T.	N.T.	N.T.
8.	17-Jan-03	N.T.	N.T.	N.T.	N.T.
9.	18-Jan-03	N.T.	N.T.	N.T.	N.T.
10.	21-Jan-03	N.T.	N.T.	N.T.	N.T.
Average of 2 weeks				NIL

 

N.T. means Not Traded

 

6.1.5.         In terms of regulation 20(4) of the Regulations, the Offer price of Rs.5/- is justified as follows:

             (i)

·         Negotiated price per share	Rs.2/-
·         Highest Price paid by the Acquirers for any Acquisitions, including by way of allotment in a Public or right issue or preferential issue during the 26 weeks period prior to the date of PA	N.A.
·         The average of the weekly high & low of the closing prices of the shares of the Target Company as quoted on CSE where the shares of the Company are most frequently traded during the 26 weeks or the average of the daily high and low of the closing prices of the shares on CSE during the 2 weeks preceding the date of PA whichever is higher.	Rs.4.42/-

 

(ii)                The last traded price for the fully paid equity shares of RRM prior to the date of PA was Rs.2/- per share on 20.12.2002 on CSE.

 

(iii)               Since the highest price in terms of the Regulations comes out to be Rs. 4.42/-, the offer price of Rs. 5/- for every fully paid equity share is justified in terms of Regulation 20(11) of the Regulations.

 

6.1.6.          The Acquirers have not entered into any non-compete agreement.

 

6.1.7.         The Acquirers would be responsible for ensuring compliance with the Regulations for the consequences arising out of the acquisition of shares, if any, made after the date of Public Announcement (i.e. 22.01.2003) in terms of Regulation 20(7) of the Regulations. However, no such acquisition shall be made by the Acquirers during 01/04/2003 to 10/04/2003.

 

6.1.8.         It is ensured that the Offer Price shall not be less than the highest price paid by the Acquirers for any Acquisition of shares of RRM from the date of Public Announcement upto 7 working days prior to the closure of the Offer viz. April 01, 2003.

 

6.2.            Financial arrangements:

 

6.2.1.      The total Fund requirement for the Offer is Rs.34,00,000/- (Thirty-Four Lacs Only) assuming that the entire Offer is accepted.

 

6.2.2.      The Acquirers have adequate financial resources and have made firm financial arrangement for the implementation of the Offer in full out of their own sources / networth and no borrowings from Banks/ FIs or Foreign sources is envisaged. Mr. Deepak Seth (Membership No. 076129), proprietor of Seth Deepak & Associates, Chartered Accountants, having office at 112/340, Swaroop Nagar, Kanpur-208002, Ph. no: (0512) 2553239, has certified vide its letter dated 06.01.2003 that sufficient resources are available with the Acquirers for fulfilling the obligations under this “Offer” in full.

 

6.2.3.      The total fund requirement for the Offer is Rs.34,00,000/- (Rupees Thirty Four Lacs Only). In accordance with Regulation 28 of the Regulations, the Acquirers have opened an Escrow account in the Tamilnad Mercantile Bank Limited, N.S. Road Branch, Kolkata 700 001 in the form of a fixed deposit of Rs.8,50,000/- being 25% of the total consideration payable to shareholders under the Offer.

 

6.2.4.      The Manager to the Offer, Ashika Capital Limited has been duly authorised by the Acquirers to operate & realize the value of Escrow Account in terms of the Regulations.

 

6.2.5.      The Manager to the Offer confirms that the firm arrangement for the funds and money for payment through verifiable means are in place to fulfill the offer obligations.

 

7.              TERMS AND CONDITIONS OF THE OFFER:

 

7.1.            The LO together with the Form of Acceptance and Form of Withdrawal will be mailed to the shareholders of RRM (except the parties to the agreement) whose names appear on the register of the members of RRM and the beneficial owners of the shares of RRM, whose names appear on the beneficial records of the respective depositories, at the close of the business hours on April 10, 2003.

 

7.2.            All the owners of the shares, registered or unregistered (except the parties to the agreement) are eligible to participate in the Offer as per the procedure set out in Para 8 below. Eligible persons can participate in the Offer by offering their shareholding in whole or in part. No indemnity is required from the unregistered owners.

 

7.3.            Accidental omission to despatch this LO or the non-receipt or delayed receipt of this LO will not invalidate the Offer in anyway.

 

7.4.            Subject to the conditions governing this Offer, as mentioned in the Letter of Offer, the acceptance of this Offer by the shareholder(s) must be absolute and unqualified. Any acceptance to the Offer which is conditional or incomplete is liable to be rejected without assigning any reason whatsoever.

 

7.5.            Locked-in Shares:

 

There are no locked-in shares in RRM.

 

7.6.            Eligibility for accepting the Offer:

 

The Offer is made to all the public shareholders (except the parties to the agreement) whose names appeared in the register of shareholders on 22.01.2003 and also to those beneficial owners (“Demat holders”) of the equity shares of RRM, whose names appeared as beneficiaries on the records of the respective depository participants (“DP”) at the close of the business hours on 22^nd January, 2003 and also to those persons who own shares any time prior to the closure of the Offer, but are not registered shareholders(s).

 

7.7.            Statutory Approvals and conditions of the Offer:

 

a)      The Offer is subject to receiving the necessary approval(s), if any, from Reserve Bank of India, under the Foreign Exchange Management Act, 1999 and subsequent amendments thereto, for acquiring shares tendered by non-resident shareholders, if any.

 

b)      As on the date of this PA, to the best of the knowledge of the Acquirers, there are no other statutory approvals and / or consents required. However, the Offer would be subject to all statutory approvals as may be required and / or may subsequently become necessary to acquire at any later date.

 

c)      In case of delay in receipt of statutory approvals beyond May 09, 2003, SEBI has power to grant extension of time to Acquirers for payment of consideration to shareholders, subject to the Acquirers agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the Regulations. Further, if the delay occurs on account of willful default by the Acquirers in obtaining the requisite approvals, Regulation 22(13) of the regulations will become applicable.

 

d)      The Acquirers do not require any approval from its bankers / lending Institutions for the aforesaid Offer.

 

7.8.            In case of delay due to non-receipt of the statutory approvals within time, SEBI has a power to grant extension of time to the Acquirers for payment of consideration to shareholders subject to the Acquirers agreeing to pay interest to the shareholders for delay in payment of consideration beyond May 09, 2003.

 

7.9.            Shareholders, who have accepted the Offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer, can withdraw the same upto three working days prior to the closure of the Offer i.e. April 07, 2003.

 

7.10.        The instructions and provisions contained in Form of Acceptance constitute an integral part of the terms of this Offer.

 

8.              PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER:

 

8.1.            The Shareholder(s) of RRM who qualify and who wish to avail of this Offer will have to send their shares to the Registrar to the Offer as mentioned in the Form of Acceptance at the following address:

                         

Niche Technologies Private Limited

Contact Person: Mr. S. Abbas

C-444, Bagree Market,

71, B.R.B.B. Road,

Kolkata – 700 001

Ph: (033) 235-7270/7271/3070

Fax: (033) 91-033-215-6823

Email: nichetech@vsnl.net

 

Acceptances may be sent by Registered Post or by hand so as to reach the Registrar to the Offer on or before April 10, 2003. Shareholders may send their acceptances by hand accordingly:

 

Working Days	Timings	Mode of Delivery
Monday – Friday	10.00 a.m. upto 5.00 p.m.	Hand Delivery
Saturday	10.00 a.m. upto 3.00 p.m.	Hand Delivery

 

Delivery made by Registered Post would be received on all working days except Sunday & Public Holidays.

 

8.2.            Shareholders who wish to tender their shares under this Offer should enclose the following documents duly completed. 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.

 

8.2.1.      For Equity Shares held in physical form:

 

(i)                             Registered shareholders should enclose:

 

·         Form of Acceptance cum Acknowledgement duly completed & signed in accordance with the instructions contained therein, by all shareholders whose names appear in the share certificate(s).

 

·         Original share Certificates

 

·         Valid share transfer Form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with RRM and duly witnessed at the appropriate place. A blank share transfer form is enclosed along with this LO. 

 

(ii)                           Unregistered owners should enclose:

 

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

 

·         Original share Certificate(s)

 

·         Original broker contract note.

 

·         Valid share transfer form(s) as received from the market. The details of the buyer should be left blank failing which, the same will be invalid under the Offer. Unregistered shareholders should not sign the transfer deed. All other requirements for valid transfer will be preconditioned for acceptance. No indemnity is required from unregistered shareholders.

 

8.2.2.                  For equity shares held in Demat Form:

 

Beneficial owners should enclose:

 

·         Form of Acceptance cum Acknowledgement duly completed & signed in accordance with the instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records of the respective depositories.

 

·         Photocopy of the delivery instruction in “ Off-market” mode or counterfoil of the delivery instruction in “Off- market “ mode, duly acknowledged by DP in favour of the special depository account (please see below) before the close of the business hours on April 10, 2003.

 

8.3.            The Registrar to the Offer, M/s. Niche Technologies Private Limited have opened a special depository account with Trans Scan Securities Private Limited.  The details of the special depository account are as under:

 

DP Name	Trans Scan Securities Pvt. Ltd.
DP ID	IN 302496
Client ID	10010922
Account name	Niche Technologies Pvt. Ltd.-RRM-Open Offer Escrow A/c
Depository	National Securities Depository Limited

 

8.4.            For each delivery instruction, the beneficial owner should submit a separate Form of acceptance. In the case of Demat shares, the shareholders are advised to ensure that their shares are credited in favour of special depository account, before the closure of the Offer. The Form of acceptance of such Demat shares not credited in favour of the special depository Account before the closure of the Offer are liable to be rejected.

 

8.5.            The share Certificate(s), share transfer form, Form of Acceptance, Form of Withdrawal and other documents, if any should be sent only to the Registrar to the Offer, as mentioned above. They should not be sent to the Manager to the Offer or the Acquirers or the Target Company.

 

8.6.            In case of non-receipt of the Letter of Offer, the eligible persons may obtain a copy of the same from Registrar to the Offer or Manager to the Offer on providing suitable documentary evidence of acquisition of shares of RRM. The Public Announcement, Corrigendum to the Public Announcement, LO, Form of Acceptance Cum Acknowledgement and Form of Withdrawal will be available on SEBI website at www.sebi.gov.in. from the Offer opening date. The eligible persons can download these documents from the SEBI’s website & apply using the same. Alternatively, they may send their consent to participate in the Offer, to the Registrar to the Offer, on a plain paper stating the name & address of the first holder, name(s) & address(s) of joint holders, if any, regd. folio no, share certificate no., distinctive nos., no. of the shares held, no. of the shares Offered along with documents as mentioned above so as to reach the Registrar to the Offer on or before closure to the Offer i.e. April 10, 2003. Unregistered owners should not sign the transfer deeds & the transfer deed should be valid. In case of beneficial owners, they may send their applications in writing to the Registrar to the Offer, on a plain paper stating their name, address, no of shares held, no. of shares offered, DP name, DP ID No., beneficiary account number, and a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instructions in “Off- market “ mode, duly acknowledged by DP in favour of special depository account, so as to reach the Registrar to the Offer , on or before the closure of the Offer.

 

8.7.            Non resident shareholders should also enclose copy of permission received from RBI for the shares held by them in RRM 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 Acquirers before remitting the consideration. In case the aforesaid ‘ no-objection’ certificate is not submitted, the Acquirers will arrange to deduct tax at the maximum marginal rate as may be applicable to the shareholder, on the entire consideration amount payable.

 

8.8.            The Acquirers shall complete all procedures relating to the Offer including payment of consideration to the shareholders by May 09, 2003. In case of delay due to non-receipt of the statutory approvals within time, SEBI has a power to grant extension of time to the Acquirers for payment of consideration to shareholders subject to the Acquirers agreeing to pay interest to the shareholders for delay in payment of consideration beyond May 09, 2003.

 

8.9.            Payment of consideration will be made by crossed account payee cheques /demand drafts / pay orders and will be sent by registered post, to those shareholders / unregistered owners & at their sole risk, whose shares/ share certificates & other documents are found in order & accepted by Acquirers in part or in full except in case of joint holders, cheques / demand drafts/ pay orders, in the name of first holder.  It is advised that shareholders provide bank details in the Form of Acceptance cum Acknowledgement, so that same can be incorporated in the cheques / demand drafts / pay orders.

 

8.10.        Unaccepted share certificates, transfer forms & 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 owners’ depository account with the respective DP as per the details furnished by the beneficial owners.

 

8.11.        In case the shares tendered in the Offer are more than the shares to be acquired under the Offer, the acquisition of shares from each shareholder will be in accordance with Regulation 21(6) of the Regulations, on a proportionate basis. The marketable lot for both physical and demat shares is 1.

 

8.12.        The Registrar to the Offer will hold in trust the shares/ share certificates, shares lying in the credit of the special depository account, Form of Acceptance cum Acknowledgement, the transfer Form(s) and Form of Withdrawal, if any, on behalf of the shareholders of RRM who have accepted the Offer, till the Cheques/ demand draft / pay orders for the consideration and / or the unaccepted shares/ share certificates are despatched or credited back to the beneficial owners DP account.

 

8.13.        In case any person has lodged shares of RRM for transfer & such transfer has not yet been effected, the concerned person may apply as per the instructions in Para 8.4 above together with the acknowledgement of lodgment shares for transfer. Such persons should also instruct RRM to send the transferred share certificate(s) directly to the Registrar to the Offer. The applicant should ensure that the certificate(s) reached the Registrar to the Offer on or before the Offer closing date.

 

8.14.        In case any person has tendered his physical shares in RRM for dematerialisation & such dematerialisation has not yet been effected, the concerned shareholder may apply in the Offer as per instructions mentioned above together with a photocopy of the completed dematerialisation request form acknowledged by shareholders DP. Such shareholders should ensure the credit of the shares to the special depository account on or before the Offer closing date together with a copy of delivery instructions acknowledged by the DP in favour of Special depository account

 

8.15.        In case the shareholder has already sold his Shares, he may kindly forward this Offer document to the transferee or to the broker through whom the shares were sold.

 

8.16.        The shareholders who are desirous of withdrawing their acceptances tendered in the Offer, can do so upto three working days prior to the date of closure of the Offer, i.e. on or before 07.04.2003 in terms of Regulation 22(5A).

 

8.17.        The withdrawal option can be exercised by submitting the document as per the instruction below, so as to reach the Registrar to the Offer on or before 07.04.2003. The withdrawal option can be exercised by submitting the form of withdrawal. You may devise a suitable form of withdrawal.

 

8.18.        In case of non-receipt of the form of withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details:

a.           In case of physical shares: Name, address, distinctive numbers, folio nos., number of shares tendered / withdrawn.

b.           In case of dematerialised shares: Name, address, number of shares tendered / withdrawn, DP name, DP ID, Beneficiary account no. and a photocopy of 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 Depository Escrow Account.

 

8.19.        The shares withdrawn by the shareholders, if any would be returned by registered post, in case of physical shares.

 

9.              DOCUMENTS FOR INSPECTION:

 

Copies of the following documents will be available for inspection at the Registered office of the Manager to the Offer, M/s. Ashika Capital Limited at 7, B. B. Ganguly Street, 4^th Floor, Kolkata – 700 012 on any working day between 10.00a.m to 2.00p.m during the period the Offer is open i.e., from 12.03.2003 to 10.04.2003.

 

i)                    Memorandum & Articles of Association of RRM along with Certificate of Incorporation.

 

ii)                  Letter dated 06.01.2003 from Mr. Deepak Seth, proprietor of Seth Deepak & Associates, Chartered Accountants, Kanpur certifying the Networth of the Acquirers.

 

iii)                Letter dated 06.01.2003 from Mr. Deepak Seth, proprietor of Seth Deepak & Associates, Chartered Accountants, Kanpur certifying the adequacy of financial resources with Acquirers to fulfill the Open Offer obligations.

 

iv)               Audited Annual Reports for the financial year ended March 31, 2000, March 31, 2001 & March 31, 2002 and certified financial statements of six months period ended 30.09.2002 of RRM Shares & Securities Limited.

 

v)                 Audited Annual Reports for the financial year ended March 31, 2000, March 31, 2001 & March 31, 2002 of Kanpur Edible Pvt. Ltd., Kanpur Extractions Pvt. Ltd., Kushal Foods Pvt. Ltd., A. V. Agro Products Pvt. Ltd. & Kanpur Packagers Pvt. Ltd.

 

vi)               Letter of Tamilnad Mercantile Bank Limited, N.S. Road Branch, Kolkata 700 001, dated 17.01.2003 confirming the amount kept in the Escrow Account and creation of lien on the said Escrow account in favour of Ashika Capital Limited the Manager to the Offer to operate it.

 

vii)             A copy of the confirmation received from depository Participant – Trans Scan Securities Pvt. Ltd. confirming opening of a special depository account for the purpose of the Offer.

 

viii)            A copy of the Public Announcement for the Offer dated January 22, 2003 and Corrigendum to the Public Announcement dated March 05, 2003.

 

ix)                Copy of the Memorandum of Understanding between the Acquirers & the Manager to the Offer, dated January 16, 2003.

 

x)                  Copy of SEBI letter no. TO/MM/03/4412 dated February 27, 2003 issued in terms of proviso to the Regulation 18(2) of the Regulation.

 

10.          DECLARATION BY THE ACQUIRERS:

 

The Acquirers, Sri Tapeshwari Prasad Gupta, Sri Ganesh Prasad Gupta, Sri Mahesh Prasad Gupta, Sri Ramesh Chandra Gupta, Sri Manoj Kumar Gupta, Sri Sunil Kumar Gupta, Sri Pramod Kumar Gupta & Sri Suresh Prasad Gupta accept full responsibility jointly and severally for the information contained in this Letter of Offer and are responsible for ensuring compliance with the Regulations. The information relating to RRM has been obtained from publicly available information & from the company.

 

The Manager to the Offer hereby states that the person signing this Letter of Offer is one of the Acquirers and he is duly and legally authorised by other Acquirers to sign on their behalf.

 

 

 

Sd/-

(Sunil Kumar Gupta)

Place: Kolkata

Date:   05/03/2003

 

Attached: Form of Acceptance cum Acknowledgement & Form of Withdrawal

 

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

 

To,      

M/s.  Niche Technologies Pvt. Ltd.                                                                    Date:

C-444, Bagree Market,

71, B. R. B. B. Road,

Kolkata – 700 001

 

 

Dear Sir,

 

Sub:      Open Offer for purchase of 6,80,000 equity shares of RRM Shares & Securities Limited representing 20% of its total paid up share capital at an Offer Price of Rs.5/- per fully paid up equity share by Sri Tapeshwari Prasad Gupta, Sri Ganesh Prasad Gupta, Sri Mahesh Prasad Gupta, Sri Ramesh Chandra Gupta, Sri Manoj Kumar Gupta, Sri Sunil Kumar Gupta, Sri Pramod Kumar Gupta & Sri Suresh Prasad Gupta.

 

I/We refer to the Letter of Offer dated 05/03/2003 for acquiring the equity shares held by me/us in RRM Shares & Securities Limited.

 

I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

 

SHARES IN PHYSICAL FORM

 

I/We, 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.

 

Sr. No.	Ledger Folio No.	Certificate No(s).	Distinctive No(s).	No. of shares
Total number of equity shares

 

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 Registrar to the Offer until the time the Acquirer(s) gives the purchase consideration as mentioned in the Letter of Offer.

 

 I/We also note and understand that the Acquirer(s) will pay the purchase consideration only after verification of the documents and signatures.

 

SHARES IN DEMATERIALISED FORM

 

I / We, holding Shares in the dematerialised form, accept the Offer and enclose the photocopy of the Delivery Instruction in “Off-market” mode, duly acknowledged by the Depository Participant (“DP”) in respect of my/our Shares as detailed below:

DP Name	DP ID	Client ID	No. of Shares	ISIN No.
				INE974D01012
Total number of shares

I/We have done an off market transaction for crediting the Shares to the special account opened for the purposes of the Offer, for which necessary instructions have been given to my/our DP.

 

I/We note and understand that the Shares would reside in the depository account opened for the purpose of this Offer until the time the Acquirer accepts the Shares and makes the payment of purchase consideration as mentioned in the Letter of Offer.

 

I/We confirm that the equity shares of RRM Shares & Securities Limited, 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 Acquirers 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 Acquirers to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted.

 

I/We authorise the Acquirers and the Registrar to the Offer and the Manager to the Offer to send by Registered Post/UCP as may be applicable at my/our risk, the draft/cheque/warrant, in full and final settlement of the amount due to me/us and/or other documents or papers or correspondence to the sole/first holder at the address mentioned below.

 

I / We authorize the Acquirers to accept the Shares so offered or such lesser number of Shares that they may decide to accept in terms of the Letter of Offer and I/We authorize the Acquirers to split / consolidate the share certificates comprising the Shares that are not acquired to be returned to me/us and for the aforesaid purposes the Acquirers are hereby authorized to do all such things and execute such documents as may be found necessary and expedient for the purpose.

 

Yours faithfully,

Signed and Delivered

 

	Full Names (s) of the holders	Address	Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

 

Note: In case of joint holdings all must sign. Enclose duly attested power of attorney if any person apart from the shareholder has signed acceptance form or transfer deed(s). A corporation must affix its common seal and enclose necessary certified corporate authorizations. Non-resident shareholders with repatriable benefits must enclose appropriate documentation.

 

Place:

Date:

 

Bank Details

So as to avoid fraudulent encashment in transit, the shareholder(s) may, at their option, provide details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly.

 

Savings/Current/(Others; please specify) : ______________________________________

Name of the Bank Branch : __________________________________________________

Account Number :_________________________________________________________

 

-----------------------------------------Tear along this line ---------------------------------------------------

 

Acknowledgement slip

 

Ledger Folio No. __________________________DP ID _______________ Client ID___________________________Received from ______________________________ ___________an application for sale of __________Equity Share(s) of RRM Shares & Securities Limited together with ________share certificate(s) bearing Certificate Numbers _________________________ and _______transfer deed(s)/ photocopy of “Off-market” delivery instruction duly acknowledged by the DP.

 

Note : All future correspondence, if any, should be addressed to the Registrar to the Offer at the address mentioned above.

 

 

Date of receipt                                                                                                                       Signature of the official

FORM OF WITHDRAWAL

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

OFFER

From :	Opens on	March 12, 2003
Name:	Closes on	April 10, 2003
Address:	Last date of Withdrawal	April 07, 2003

                                                                       

 

 

 

 

Fax No.

Tel. No.

E-mail :

 

 

To,       

M/s.  Niche Technologies Pvt. Ltd.                                                                    

C-444, Bagree Market,

71, B. R. B. B. Road,

Kolkata – 700 001

 

Dear Sir,

 

Sub:      Open Offer for purchase of 6,80,000 equity shares of RRM Shares & Securities Limited representing 20% of its total paid up share capital at an Offer Price of Rs.5/- per fully paid up equity share by Sri Tapeshwari Prasad Gupta, Sri Ganesh Prasad Gupta, Sri Mahesh Prasad Gupta, Sri Ramesh Chandra Gupta, Sri Manoj Kumar Gupta, Sri Sunil Kumar Gupta, Sri Pramod Kumar Gupta & Sri Suresh Prasad Gupta.

 

I/We refer to the Letter of Offer dated 05/03/2003 for acquiring the equity shares held by me/us in RRM Shares & Securities Limited.

 

I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

 

I/We, hereby consent unconditionally and irrevocably to withdraw my/our shares from the Offer and I/We further authorise the Acquirer to return to me/us, the tendered equity share certificate(s)/ share(s) at my/our sole risk.

I/We note that upon withdrawal of my/our shares from the Offer, no claim or liability shall lie against the Acquirer /PAC/Manager to the Offer/ Registrar to the Offer.

I/We note that this Form of Withdrawal should reach the Registrar to the Offer before the last date of withdrawal i.e. April 07, 2003.

I/We note that the Acquirer /PAC/Manager to the Offer/ Registrar to the Offer shall not be liable for any postal delay/loss in transit of the shares held in physical form and also for the non-receipt of shares held in the dematerialised form in the DP Account due to inaccurate / incomplete particulars / instructions.

I/We also note and understand that the Acquirer /PAC will return the original share certificate(s), share transfer deed(s) and shares only on completion of verification of the documents, signatures and beneficiary position as available from the depositories from time to time.

 

SHARE HELD IN PHYSICAL FORM

The particulars of tendered original share certificate(s) and duly signed transfer deed(s) are detailed below:

Sr. No.	Ledger folio No.	Certificate No.	Distinctive No.		No. of Shares
			From	To
Total number of shares

SHARES HELD IN DEMAT FORM

I/We have tendered the shares in the offer which was done in an off market transaction for crediting the shares to the ”Niche Technologies Pvt. Ltd.-RRM Open Offer Escrow A/C “ as per the following particulars:

 

DP ID                                        :           IN302496                                  

DP Name                                  :           Trans Scan Securities Pvt. Ltd.  

Beneficiary ID Number                :           10010922

 

Please find enclosed a photocopy of the depository delivery instruction(s) duly acknowledged by DP. The particulars of the account from which my/our shares have been tendered are as detailed below:

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

 

I/We note that the shares will be credited back only to that Depository Account, from which the shares have been tendered and necessary standing instructions have been issued in this regard.

I/We confirm that the particulars given above are true and correct.

In case of dematerialised shares, I/We confirm that the signatures have been verified by the DP as per their records and the same have been duly attested.

Yours faithfully,

Signed and Delivered

 

	Full Names (s) of the holders	Address	Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

Note: In case of joint holdings, all shareholders must sign. A corporate body must sign under its official name. The withdrawal option can be exercised by submitting the Form of Withdrawal, duly signed and completed, along with the copy of acknowledgement slip issued at the time of submission of the Form of Acceptance cum Acknowledgement. Applicants are requested to clearly mark the envelope with the words “RRM Shares & Securities Limited Open Offer” while sending the documents to the registrar to the offer. All future correspondence, if any, should be sent to the registrar to the offer, Niche Technologies Pvt. Ltd. (unit: RRM Shares & Securities Limited), at their aforesaid address.

 

Place:                                                                                       Date:

 

------------------------------------------------------ TEAR HERE----------------------------------------------------

 

ACKNOWLEDGEMENT RECEIPT

                                               

Received Form of Withdrawal from Mr./ Mrs./Ms. -------------------------------------------------------------------------------

 

Folio No.----------------------------------DP ID --------------------------------- Client ID NO. -------------------------------------

 

Number of shares tendered -----------------------------------------

 

Number of share withdrawn -----------------------------------------

 

 

Stamp of Registrar                                           Signature of official                                         Date of Receipt