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    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 SERVE-ALL INVESTMENTS LIMITED. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer or Registrar to the Offer. In case you have recently sold your shares in the Company, please hand over this Letter Of Offer and the accompanying Form of Acceptance cum Acknowledgement, Form of Withdrawal and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.

    OPEN OFFER

    By

    Mr. Yalamati Srinivasa Chakravarti

    [No. 302 Heritage Banjara, Pachavati Society, Banjara Hills, Hyderabad-500 034. Tel.No:040-23354912]

    Mr. Ramakrishna Rao Kancharla alias Ram R Kancharla

    [No. 2878, Meadowood Ln, Bloomfield Hills, MI 48302-1029, USA. Tel. No.: 001-248-712-0022]

    and

    Mr. Davarapalli Venkateswara Rao alias Venkat Davarapalli

    [No. 1608 Luther Avenue, Oakbrook Terrace, IL 60181, USA. Tel. No.: 001-248-712-0022]

    To the shareholders of

    SERVE-ALL INVESTMENTS LIMITED (SIL)

    Regd. Office: Garden Mills Complex, Sahara Gate, Surat - 395 010

    Tel. No: 0261-2311197, Fax No. 0261-2311029

    for the purchase of  2,00,000 Fully paid-up Equity Shares of Rs.10/- each of SIL, at a price of Rs. 15/- per share of SIL representing 20% of its Subscribed and Voting Capital.  These shares will be acquired in cash, in accordance with regulation 20 (2)(a) of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations 1997 and subsequent amendments thereof, from the existing equity shareholders of SIL.

    This Offer is being made in compliance with Regulation 10 & 12 of the Securities and Exchange Board of India  (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as �the Regulations�) and amendments thereof.

    The Offer along with any obligation relating to payment for, and purchase of, the shares tendered is subject to the receipt of necessary approval(s), if any, from the Reserve Bank of India ("RBI") under Foreign Exchange Management Act, 1999 ("FEMA") / Foreign Investment Promotion Board (�FIPB�), whichever applicable. There are no other statutory approvals required to acquire shares that are tendered pursuant to this offer.

    Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, can withdraw the same up to three working days prior to the date of Closure of the Offer i.e. on or before July 15, 2004.

    Acquirers has the option to revise the Offer Price upward any time up to seven working days prior to the date of Closure of the Offer i.e. on or before July 9, 2004. 

    The upward revision/ withdrawal if any, of the Offer would be informed by way of Public Announcement in respect of such changes in all the newspapers in which the original Public Announcement was made. Such revised Offer Price would be payable by the Acquirers for all the shares tendered any time during the Offer.

    If there is Competitive Bid:

    i). The Public offers under all the subsisting bids shall close on the same date.

    ii). As the offer price cannot be revised during 7 Working Days prior to the Closing date of the Offers/Bids, it would, therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.

    The Public Announcement, Corrigendum to the Public Announcement and this Letter of Offer including the Form of Acceptance cum Acknowledgement and Form of Withdrawal would also be available on SEBI�s website at www.sebi.gov.in or www.sebi.com

    MANAGER TO THE OFFER

    ASHIKA CAPITAL LIMITED

    7-1-613/14A, Nestcon Lakshmisri,

    Suite No: 6, 2nd Floor, Ameerpet,

    Hyderabad-500 016.

    Tel: +91-40-55617802 / 23750498;

    Fax: +91-40-55617801

    E-Mail: ashika_hyderabad@rediffmail.com

    Contact Person: Mr. Rajendra Kanoongo

    REGISTRAR TO THE OFFER

    AARTHI CONSULTANTS PVT. LTD.

    1-2-285, Domalguda,

    Hyderabad � 500 029.

    Tel: +91-40-27642217 / 27634445

    Fax: +91-40-27632184.

    E-mail: hyd2_aarcons@sancharnet.in

    Contact Person: Mr. G. Bhaskar

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

    Activities

    Date

    Day

    Public Announcement Date

    April 27, 2004

    Tuesday

    Specified date

    April 29, 2004

    Thursday

    Last Date for a Competitive Bid

    May 18, 2004

    Tuesday

    Corrigendum to the Public Announcement

    June 8, 2004

    Tuesday

    Letter Of Offer to be posted to shareholders

    June 10, 2004

    Thursday

    Date of Opening of the Offer

    June 21, 2004

    Monday

    Last date for revising the Offer price/ number of shares 

    July 9, 2004

    Friday

    Last date for Withdrawal of Application

    July 15, 2004

    Thursday

    Date of Closing of the Offer

    July 20, 2004

    Tuesday

    Date of communicating rejection/ acceptance and payment of consideration for applications accepted

    August 17, 2004

    Tuesday

    RISK FACTORS

    1.              None of the equity shares of the Target Company were traded at BSE and ASE (the Stock Exchanges where they are listed) in the last six months.

    2.              The Shareholders may not pass the Resolution for alteration of the main Object Clause of Memorandum of Association and the change in the name of the Company, as envisaged by the Acquirers.  

    3.              The Companies promoted by the Acquirers namely Computech, Inc., USA and Systech, Inc., USA has incurred a Loss of US $457,063 and US $262,211 respectively, for the year-ended 31.12.2003.


    TABLE OF CONTENTS

    Sl. No

    Subject

    Page No

    Disclaimer Clause

    4

    Details of the Offer

    4

    Background of the Acquirers

    5

    Option in Terms of Regulation 21(3)

    8

    Background of the Target Company- SIL

    8

    Offer Price and Financial Arrangements

    11

    Terms and Conditions of the Offer

    12

    Procedure for Acceptance and Settlement of the Offer

    14

    Documents for Inspection

    16

    Declaration by the Acquirers

    17

    ABBREVIATIONS / DEFINITIONS

    Acquirers

    Mr. Yalamati Srinivasa Chakravarti, Mr. Ram R Kancharla and Mr. Venkat Davarapalli

    ASE

    The Stock Exchange, Ahmedabad

    BSE

    The Stock Exchange, Mumbai

    CDSL

    Central Depository Services (India) Ltd

    Eligible Persons for the Offer

    All owners of shares registered or unregistered of SIL (who own shares at any time prior to the Closure of the Offer) except Acquirers and the Sellers

    FEMA

    Foreign Exchange Management Act, 1999

    FIPB

    Foreign Investment Promotion Board

    Form of Acceptance

    Form of Acceptance cum Acknowledgement

    Form of Withdrawal

    Form of Withdrawal cum Acknowledgement

    LOO or Letter of Offer

    Offer Document

    Manager to the Offer/ACL/ MB

    Ashika Capital Limited

    NSDL

    National Securities Depository Ltd.

    Negotiated Price

    Rs.8.10/- (Rupee Eight and Paise Ten Only) per fully paid-up equity share of face value of Rs.10/- each

    Offer

    Cash Offer being made by the Acquirers to acquire upto 2,00,000 Fully paid up Equity Shares representing 20% of its Subscribed and Voting Capital of SIL

    Offer Price

    Rs. 15/- per Equity Share of SIL

    PA / Public Announcement

    Announcement of the Offer made by Acquirers on April 27, 2004 and on June 8, 2004

    RBI

    Reserve Bank of India

    Registrar to the Offer / Registrar

    Aarthi Consultants Pvt. Ltd.

    SEBI

    Securities & Exchange Board of India

    SEBI (SAST) Regulations or �The Regulations�

    Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and subsequent amendments thereof

    Sellers

    Mr. Sanjay S. Shah and Mr. Parthiv S. Shah (minor) thru Mr. Sanjay S. Shah

    SIL / Target Company

    SERVE-ALL INVESTMENTS LIMITED

    SPECIFIED DATE

    Date for the purpose of determining the names of Shareholders, as appearing in the Register of Members of SIL or the records of the Depositories, to whom the Letter of Offer should be sent, i.e. April 29, 2004.

    CURRENCY OF PRESENTATION

    In this Letter of Offer, all references to �Rs.� are to Indian Rupees. In this Letter of Offer, any discrepancy in any table between the total and sums of the amount listed are due to rounding off.


    2.       DISCLAIMER CLAUSE

    IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF 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 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 SERVE-ALL INVESTMENTS LIMITED 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 ACQUIRERS DULY DISCHARGE HIS RESPONSIBILITY ADEQUATELY.  IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER ASHIKA CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED MAY 6, 2004 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF.  THE FILING 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 OFFER.

    ANY INFORMATION OR REPRESENTATIONS WITH RESPECT TO SUCH MATTERS NOT   CONTAINED   IN   THE   LETTER   OF   OFFER   OR   IN   THE DOCUMENTS INCORPORATED BY REFERENCE IN THE LETTER OF OFFER MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY ACQUIRERS. ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT HIS/HER/THEIR OWN RISK.

    3.       DETAILS OF THE OFFER

    3.1.  BACKGROUND OF THE OFFER

    (a)     This offer is being made in compliance with Regulation 10 & 12 of the SEBI (SAST) Regulations.

    (b)     The Acquirers have entered into a Share Purchase Agreement (�Agreement�) on April 24, 2004 with the main Promoter (details given below in the table) to acquire in Aggregate 6,23,129 fully paid-up Equity Shares of Rs.10/- each (Mr. Yalamati Srinivasa Chakravarti-51, 629 Shares, Mr. Ram R Kancharla-3, 11,500 Shares and Mr. Venkat Davarapalli-2, 60,00 Shares) representing 62.31% of the Subscribed and Voting Capital of M/s. SERVE-ALL INVESTMENTS LIMITED (SIL) at a price of Rs. 8.10/-(Rupees Eight and Paise Ten only) per share ("Negotiated Price") payable in Cash (�The Acquisition�).

    Name of Seller

    Address/Phone/Fax

    No. of Shares

    % of Shares & Voting Capital

    Mr. Sanjay S. Shah

    Sanjay Shah Farm,

    Plot No. 251/252,

    Antroli, Taluka Palsana,

    Dist. Surat, - 394325,

    Tel No.:02622-271884

    Fax No.: 02622-271284

    5,09,501 Shares of himself and 1,13,628 Shares of his son Mr. Parthiv S. Shah (Minor)

    62.31%

    (c)     Some of the main features of the Agreement are mentioned below:

    i.                          The Sellers have agreed to sell, transfer and assign the said 6,23,129 fully paid-up Equity Shares of Rs.10/- each of SERVE-ALL INVESTMENTS LIMITED to the Acquirers and the Acquirers agreed to purchase the said shares from the Sellers at a price of Rs. 8.10/- (Rupees Eight and Paise Ten only) per share with the total consideration amount of Rs. 50,47,345 (Rupees Fifty Lakhs Forty Seven Thousand Three Hundred and Forty Five only).

    ii.                        The Acquirers paid an amount of Rs. 15,00,000/- [Rupees Fifteen Lacs only] on signing of this Agreement and the rest of the amount of Rs. 35,47,345/- would be paid as mutually agreed upon.

    iii.                       The Sellers hereby indemnify the Acquirers for all the liabilities and litigation relating to the Target Company/SIL up to 31.03.2003 and the un-audited accounts for the year ended 31.03.04 and such liabilities arise out of an act of commission or omission of the Sellers or the Company prior to the completion of the Takeover as per SEBI (SAST) Regulations.

    iv.                       The Sellers have absolute right and complete authority to enter into the present transaction and the Sellers are not in any way prevented.

    v.                         This Agreement is subject to the compliance of the provisions of the SEBI (SAST) Regulations and the Share Purchase Agreement shall not be acted upon by the parties incase of non-compliance of any provisions of the SEBI (SAST) Regulations.

    (d)     The proposed change in control is consequent to the Agreement whose salient features are described in 3.1 (c) above.

    (e)     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 direction under Section 11B of the SEBI Act or under any of the Regulations made under the SEBI Act.

    (f)       The Acquirers will comply with the SEBI (SAST) Regulations and complete the offer formalities irrespective of the compliance or fulfillment or outcome of the Agreement and its related conditions with the Sellers.

    (g)     The Acquirers does not hold any Equity Shares of SIL as on the date of Public Announcement. The Acquirers has not acquired either directly or through any other person any Shares of SIL during the 12 months preceding the date of Public Announcement.

    (h)     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 nominee(s) of Acquirers.

    3.2.  DETAILS OF THE PROPOSED OFFER

    (a)     The Acquirers made a Public Announcement of the Offer, which was published in all editions of Business Standard (English) and Veer Arjun (Hindi) on 27th April 2004 and in Surat edition of Loksamarthan (Gujarati) on 28th April 2004 in compliance with Regulation 15 (1) of  �the Regulations�. A Corrigendum to the PA was also published in the above Newspapers on 8th June 2004.

    (b)     The Acquirers propose to acquire 2,00,000 Fully Paid-up Equity Shares of Rs.10/- each from the existing equity shareholders at a price of Rs. 15/- per share of SIL representing 20.00% of its Subscribed and Voting Capital payable in Cash.

    (c)     The offer is not subject to any minimum level of acceptances. The Acquirers will acquire all equity shares of SIL that are tendered in terms of this offer up to a maximum of 2,00,000 Equity Shares.

    (d)     The Acquirers has not acquired any shares after the date of the Public Announcement and up to the date of Letter of Offer.

    (e)     The Public Announcement made on 27th April 2004 and the Corrigendum made on 8th June 2004 are also available on the SEBI website at www.sebi.gov.in.

    3.3. OBJECT OF THE OFFER

    (a)                 The Acquirers had entered into the Share Purchase Agreement with the objective of Substantial Acquisition of Shares and Voting Rights accompanied with change in Control/ Management and is making the Open Offer pursuant to the Regulations 10 & 12 of the Regulations.

    (b)     The Acquirers are engaged in the activities of Marketing, Computer and Software Development including Information Technology Enabled Services (ITES) and Business Process Outsourcing (BPO) Services etc. Acquirers propose to expand operations of SIL into these areas. The Acquirers propose to restructure the business and wish to develop SIL on rational lines to conduct the proposed business activities. For the said purpose, Acquirers propose to alter the main Object Clause of SIL and also change name of the Company to reflect the business segment, which Acquirers proposed to operate. To augment the resources in the future, the Acquirers intend to participate in any Equity/Debt/Quasi Debt offering from SIL, be it subscription to the Rights Issue/Public Issue, Preferential allotment etc. Reorganisation and/or streamlining on the business, including diversification, will be considered in the larger interest of SIL by its Board of Directors in accordance with the applicable Rules and Laws. The Textile Trading business of the Company may be discontinued after change in management of the Company.

    (c)     Through this acquisition, the Acquirers intend to expand their business and also derive benefits of a Listed Company.

    (d)     The Acquirers do not have any plans to sell, dispose of or otherwise encumber any significant assets of SIL in the next two years, except in the ordinary course of business of SIL. SIL�s future policy on disposal of its assets, if any, will be decided by it�s Board of Directors, subject to the applicable provisions of the law and subject to the approval of the Shareholders at a General Body Meeting of SIL, if so required.

    4.       BACKGROUND OF THE ACQUIRERS

    4.1.             Information about Acquirers

    1.                                                                         Mr. Yalamati Srinivasa Chakravarti

    (i)                         Mr. Yalamati Srinivasa Chakravarti, S/o. Shri. Satyanarayana Yalamati, aged about 40 years is residing at 302 Heritage Banjara, Pachavati Society, Road No.3, Banjara Hills, Hyderabad-500 034, India. Tel. No.: 091-40-23354912. He completed Graduation in Commerce from Andhra University in the year 1983. He worked in Shriram Chits Pvt. Limited from June 1991 to November 1999 in various capacities and worked in CompuLearn Tech India Limited from December 1999 to March 2004 as Chief Executive Officer/Director and gained over a decade of experience in the areas of Marketing and Administration. Presently, he is working in Shiram Chits Pvt. Ltd. as Chief Executive.

    (ii)                        His Net worth as on April 14, 2004 is Rs. 99.00 Lacs as certified by Mr. B. Balaji Viswanath (Membership No. 29357), Proprietor of Balaji Viswanath & Co., Chartered Accountants, having office at 8-3-966/13, Nagarjuna Nagar, Srinagar Colony, Hyderabad-500 073 vide certificate dated 15-04-2004.

    2.                                                                         Mr. RamaKrishna Rao Kancharla alias Ram R Kancharla

    (i)                           Mr. RamaKrishna Rao Kancharla alias Ram R Kancharla, S/o. Shri. Appa R Kancharla, aged about 47 years is residing at 2878, Meadowood Ln, Bloomfield Hills, MI 48302-1029, USA Contact Tel. No.: 001-248-712-0022. He completed Graduation in Science from Andhra University and qualified as a Chartered Accountant in the year 1983. He completed his Master of Science in Computer-Based Information Systems from Eastern Michigan University in the year 1989 and also qualified as Certified Public Accountant from American Institute of Certified Public Accountants in the year 1991.

    (ii)                          He has over a decade of experience in the field of Information Technology Systems. He co-founded the Computech, Inc., USA in the year 1996 and Systech, Inc., USA in the year 1995. Presently, he is the Chief Executive Officer of Computech, Inc., USA. He is a co-promoter of Computech Enterprise Solutions Pvt. Ltd., India, which provides IT applications� solutions and services including e-Business Solutions, Enterprise Resources Planning (ERP) Implementation, Application Development, Remote Database Administration Services etc. He is also a full time director in
    C-Learn International Inc., Canada & Systech, Inc. USA and a Director in HCL Enterprise Solutions, USA.

    (iii)                        His Net worth as on April 14, 2004 is Rs. 1364.00 Lacs as certified by Mr. B. Balaji Viswanath (Membership No. 29357), Proprietor of Balaji Viswanath & Co., Chartered Accountants, having office at 8-3-966/13, Nagarjuna Nagar, Srinagar Colony, Hyderabad-500 073 vide certificate dated 15-04-2004.

    3.                                                                         Mr. Davarapalli Venkateswara Rao alias Venkat Davarapalli

    (i)                   Mr. Davarapalli Venkateswara Rao alias Venkat Davarapalli, S/o. Shri. Pattabhi R Davarapalli, aged about 40 years is residing at 1608 Luther Avenue, Oakbrook Terrace, IL 60181, USA. Contact Tel. No.: 001-248-712-0022. He completed Graduation in Commerce from Brihman Maharastra College, Pune, Maharastra in the year 1985, obtained Post Graduation Certificate in Marketing and Finance Management from IMDR, Pune, Maharastra in the year 1987 and completed Bachelor of Law from ILS Law College, Pune, Maharastra in the year 1989. He also completed his Master of Science in Computer-Based Information Systems from Eastern Michigan University in the year 1993.

    (ii)                 He has over a decade of experience in the areas of Computer Consulting, Training, Market Research etc. Presently, he is the President and Chief Executive Officer of HCL Enterprise Solutions, Oakbrook, IL, USA, which provides the services such as Software Consulting, Development, Support, Maintenance and Training. He is also a co-promoter of Computech Enterprise Solutions Pvt. Ltd., India and co-founded Computech, Inc., USA. He is also a Director in C-Learn International Inc., Canada and Systech, Inc., USA.

    (iii)                His Net worth as on April 14, 2004 is Rs. 180.00 Lacs as certified by Mr. B. Balaji Viswanath (Membership No. 29357), Proprietor of Balaji Viswanath & Co., Chartered Accountants, having office at 8-3-966/13, Nagarjuna Nagar, Srinagar Colony, Hyderabad-500 073 vide certificate dated 15-04-2004.

    4.2.             Mr. Ram R Kancharla and Mr. Venkat Davarapalli are persons of Indian Origin and the citizen of USA, hence they fall under the category of NRIs under FEMA. As the present acquisition of shares (through Share Purchase Agreement as well as Open Offer) by the said Acquirers is on non-repatriation basis and SIL is engaged in the business of Textile Trading and Investments, prior approval of RBI/FIPB by said Acquirers is not required as per the present Guidelines.

    4.3.             Mr. Yalamati Srinivasa Chakravarti is Brother-in-Law of Mr. Venkat Davarapalli and Mr. Ram R Kancharla is Business Associate of Mr. Venkat Davarapalli.

    4.4.             The Acquirers has promoted companies which are not participating in the proposed acquisition of Shares in SIL, the particulars of which are given as under:

    i.      Computech Enterprise Solutions Pvt. Ltd. India, an un listed company, incorporated on 25th October 2001 under the Companies Act, 1956 which provides IT applications� solutions and services including e-Business Solutions, Enterprise Resources Planning (ERP) Implementation, Application Development, Remote Database Administration Services etc. The office is located at Plot no. 42, Sagar Society, Road No. 2, Banjara Hills, Hyderabad - 500 034.

    Brief financials based on audited and un-audited since its incorporation are as follows:

    (Rs. in Lakhs)

    Particulars

    31.12.2003

    (Un-Audited)

    31.03.2003

    (Audited)

    31.03.2002

    (Audited)

    Equity Share Capital

    6.00

    6.00

    6.00

    Share Application Money

    0.26

    0.26

    0.26

    Reserves (Excluding Revaluation Reserve)

    544.52

    97.33

    Nil

    Total Income

    548.56

    172.32

    Nil

    Profit after Tax

    447.19*

    97.33

    Nil

    Earning Per Share (EPS) in Rs.

    745.32

    162.22

    Nil

    Net Asset Value (NAV) Per Share

    879.84

    165.48

    9.43

    *Without any Income Tax Provision.

    ii.    Computech, Inc., USA and Systech, Inc., USA, un-listed companies, incorporated on August 02, 1996 and December 28, 1995 respectively. The present office of both the companies is situated at 30700, Telegraph Road, Suite 4555, Bingham Farms, MI 48025, USA. Both companies are engaged in the business of Software Development, IT Enabled Services, Data Processing etc.

    Brief financials of Computech, Inc. for the last 3 years are as follows:

    Amount in US $

    Particulars

    31.12.2003

    (Un-Audited)

    31.12.2002

    (Audited)

    31.12.2001

    (Audited)

    31.12.2000

    (Audited)

    Equity Capital

    36,517

    36,667

    36,667

    55,000

    Reserves (Excluding Revaluation Reserve)

    (1,397,388)

    (710,731)

    (432,330)

    423,252

    Total Income

    11,901,889

    10,508,624

    17,322,074

    23,564,460

    Profit / (Loss) after Tax

    (457,063)

    (278,401)

    (320,914)

    (79,371)

    Earning Per Share (EPS)

    Negative

    Negative

    Negative

    Negative

    Net Asset Value (NAV) Per Share

    Negative

    Negative

    Negative

    0.43

    (Face Value � US $ 0.05)

    Brief financials of Systech, Inc. for the last 3 years are as follows:

    Amount in US $

    Particulars

    31.12.2003

    (Un-Audited)

    31.12.2002

    (Audited)

    31.12.2001

    (Audited)

    31.12.2000

    (Audited)

    Equity Capital

    667

    667

    667

    1,000

    Reserves (Excluding Revaluation Reserve)

    155,242

    182,263

    303,204

    219,868

    Total Income

    699,377

    994,559

    1,189,102

    3,598,132

    Profit / (Loss) after Tax

    (262,211)

    (120,941)

    230,004

    910,255

    Earning Per Share (EPS)

    Negative

    Negative

    5.7501

    15.1709

    Net Asset Value (NAV) Per Share

    3.8977

    4.5733

    7.5968

    3.6811

    (Face Value � US $ 0.0167)

              

    iii.      C-Learn International Inc., Canada, an unlisted company was incorporated on May 8, 1997and engaged in the business of Software Development, IT Enabled Services, Data Processing etc. The office is presently situated at 7030 Woodbine Avenue, Suite 400, Markham, ON, Canada, Zip Code- L3R6G2.

    Brief financials since its incorporation is as follows:

    Amount in Canada $

    Particulars

    31.12.2003

    31.12.2002

    31.12.2001

    Equity Share Capital

    6.00

    6.00

    6.00

    Reserves (Excluding Revaluation Reserve)

    Negative

    Negative

    Negative

    Total Income

    1,986,006

    803,545

    584,961

    Profit after Tax

    259,889

    (23,609)

    85,860

    Net Asset Value (NAV) Per Share

    Negative

    Negative

    Negative

    4.5.             The Acquirers do not hold any positions on the Board of Directors of any listed company.

    4.6.             The Acquirers have not entered into any formal agreement with respect to the acquisition through this Offer and   acting together under an informal understanding.

    5.       OPTION IN TERMS OF REGULATION 21(3)

    Pursuant to this Offer, the public shareholding in SIL will not be reduced to 10% or less of the Voting Capital. Hence, the provisions of Regulation 21(3) of the Regulations will not be applicable.

    The Acquirers undertake that they would not be acquiring any shares from the open market or other wise during the Offer Period over and above the Offer size of 20%.

    6.       BACKGROUND OF SERVE-ALL INVESTMENTS LIMITED

    6.1. Brief History and Main Areas of Operations:

    1.       SIL was originally incorporated in the State of Maharashtra on 10th April 1985 as SERVE-ALL COMMERCIAL COMPANY LIMITED. Subsequently, the Registered Office of the Company was shifted from the State of Maharashtra to the State of Gujarat vide Company Law Board (Western Region) Order dated 15th Nov., 1989. The name of the company was subsequently changed to SERVE-ALL INVESTMENTS LIMITED and a fresh Certificate of Incorporation was obtained from Registrar of Companies (ROC), Gujarat on 20th September 1995. The Registered Office of the Company is presently situated at Garden Mills Complex, Outside Sahara Gate, Surat�395 010.

    2.       The Company came out with its maiden Public Issue during December 1985 to meet its Working Capital requirements.

    3.       As on the date of this Public Announcement, the Issued and Subscribed Share Capital of the Company is Rs. 100.00 Lakhs (Rupees One Hundred Lakhs only) consisting of 10,00,000 Equity Shares of Rs. 10/- each. There are no partly paid up Shares.

    4.       SIL is presently engaged in the business of Textile Trading and Investments. The company is not registered with RBI as a Non-Banking Finance Company (NBFC).

    5.       Equity Shares of SIL are listed on The Stock Exchange, Mumbai (BSE) and The Stock Exchange, Ahmedabad (ASE). The equity shares of the company have been included in �Z� Category on BSE due to non filing of Tripartite Agreement, which is yet to be entered between the Registrar of the Company, the Company and CDSL for dematerialisation of Equity Shares of the Company.

    6.2. Share Capital Structure of SIL:

    Paid-up equity shares

    No. of Shares/Voting rights

    %

    Shares/Voting Rights

    Fully Paid-up Equity shares

    10,00,000/ 10,00,000

    100%/ 100%

    Partly Paid-up Equity shares

    NIL

    NIL

    Total paid-up Equity shares

    10,00,000/ 10,00,000

    100%/ 100%

    6.3. Current Capital Structure of the Company:

    Date of Allotment

    No and % of Shares issued

    Cumulative Paid-Up Capital

    Mode of Allotment

    Identity of Allottees (Promoters/Ex-Promoters / Others)

    Status of Compliance

    No.

    %

     10/04/1985

     70

    0.01%

    70

     Cash

     Promoters

    (Subscribers to Memorandum)

    Complied

    12/10/1985

     3,99,930

    39.99%

    4,00,000

    Cash

    Promoters, friends, Relatives and Associates

    Return of Allotment filed with ROC on 03/12/1985

    27/12/1985

    6,00,000

    60.00%

    10,00,000

    Cash

    Public (Issued Through Prospectus)

    Return of Allotment filed with ROC on 29/01/1986

    6.4. There are no outstanding instruments in the nature of warrants / fully convertible debentures / partly convertible debentures etc. which are convertible into equity at any later date.

    6.5. SIL has confirmed that it has:

    a.       Paid up to date listing fees to BSE and ASE.

    b.       As per the information available, the company has complied with the listing agreement requirements of both Stock Exchanges and no punitive actions were taken against it by any of the Stock Exchanges.

    c.       The company has addressed all investor�s complaints as and when received and there is no pending complaint as on date.

    6.6. Present Composition of the Board of Directors of SIL:

    As on the date of Public Announcement [April 27, 2004], the Directors representing the Board of SIL were:

    Sl.

    No.

    Name & Designation

    Address

    Qualification

    Experience

    Date of Appointment

    1.       

    Shri Sanjay S. Shah, Director

    Plot No. 251/252,

    Antroli,

    Taluka - Palsana,

    Dist. Surat-394325.

    B. A. (Essex University, U.K.)

    More than 12years of experience in Yarn Preparatory & Weaving and in Senior Corporate Management

    16.03.1991

    2.       

    Shri Harish B. Bharuchi, Director

    Kharadi Sheri,

    Salabatpura,

    Surat � 395003.

    Matriculate

    More than 20 years of experience in Dyes Technology

    12.12.1987

    3.       

    Shri Ratanlal J. Tiku, Director

    A-1003,

    Prastha Towers,

    Sarelawadi,

    Ghod Dod Road,

    Surat � 395007.

    Bachelor in Textile Technology (Punjab University)

    More than 20 years of experience in Textile Technology

    29.05.1995

    6.7. There was no trading of the shares of SIL on April 27, 2004 i.e. the date of Public Announcement.

    6.8. There has been no merger / de-merger or spin off involving SIL since the Company�s listing.

    6.9. Promoters / Sellers have complied with the applicable provisions of Chapter II of the SEBI (SAST) Regulations 1997. There are no other major shareholders in the Target Company except Promoters / Sellers.

    6.10.          Financial Information:

    Brief Audited Financial details for the past 3 years and Un-audited Financial details for the last year of SIL are furnished as under:

    PROFIT & LOSS STATEMENT                                                                                (Rs. in Lacs)    

    For the Year ended

    31.03.2004

    (Un-Audited)

    31.03.2003

    (Audited)

    31.03.2002

    (Audited)

    31.03.2001

    (Audited)

    Income from operations

    4.09

    17.08

    7.52

    48.87

    Other Income:

    Interest on partner�s capital account

    Interest

    Share in profit of Partnership Firm

    --

    0.04

    0.06

    13.88

      --

    0.35

    11.20

    --

    --

    0.16

    --

    --

    Profit on sale of Investments

    Nil

    Nil

    Nil

    23.11

    Total Income

    4.19

    31.31

    18.72

    72.14

    Total Expenditure.

    77.47

    17.75

    8.57

    48.88

    Profit Before Depreciation Interest and Tax

    (73.27)

    13.56

    10.15

    23.26

    Depreciation

    Nil

    Nil

    Nil

    Nil

    Interest

    Nil

    Nil

    Nil

    Nil

    Profit/ (Loss) Before Tax

    (73.27)

    13.56

    10.15

    23.26

    Provision for Tax

    Nil

    5.00

    3.62

    Nil

    Profit/ (Loss) After Tax

    (73.27)*

    8.56

    6.53

    23.26

    * (Loss have occurred due to provision for diminution in value of investments � Rs. 64.75 Lakhs and provisions for doubtful advance, loans, receivables � Rs. 7.66 Lakhs)

    BALANCE SHEET STATEMENT                                                                               (Rs. in Lacs)

    As on

    31.03.2004

    (Un-Audited)

    31.03.2003

    (Audited)

    31.03.2002

    (Audited)

    31.03.2001

    (Audited)

    SOURCES OF FUNDS:

    Paid up share capital

    100.00

    100.00

    100.00

    100.00

    Reserves and Surplus (excluding revaluation reserves)

    (19.92)

    53.35

    44.80

    38.27

    Net worth

    80.08

    153.35

    144.80

    138.27

    Secured Loans

    Nil

    Nil

    Nil

    Nil

    Unsecured Loans

    Nil

    Nil

    Nil

    Nil

    Total

    80.08

    153.35

    144.80

    138.27

    APPLICATION OF FUNDS:

    Net Fixed Assets

    Nil

    Nil

    Nil

    Nil

    Investments

    84.14

    149.43

    140.29

    2.55

    Net Current Assets

    (4.06)

    3.93

    4.50

    135.72

    Total miscellaneous expenditure not written off

    Nil

    Nil

    Nil

    Nil

    Total

    80.08

    153.35

    144.80

    138.27

    OTHER FINANCIAL DATA

    For year ended

    31.03.2004

    (Un-Audited)

    31.03.2003

    (Audited)

    31.03.2002

    (Audited)

    31.03.2001

    (Audited)

    Dividend (%)

    Nil

    Nil

    Nil

    Nil

    EPS (Rs.)

    (-) 7.33

    0.86

    0.65

    2.32

    Return on Networth

    (-) 91.50

    5.58%

    4.51%

    16.82%

    Book Value per share (Rs.)

    8.01

    15.33

    14.48

    13.83

    Note:

    EPS = Profit after Tax /No. of equity shares

    Net Worth = Equity Share Cap + Reserves and Surplus � P&L A/c

    Return on Net Worth = Profit after Tax /Net Worth

    Book Value per Share = Net Worth/ No. of equity shares

    6.11.          Pre and Post-Offer Shareholding Pattern of SIL (Based on Subscribed and Voting Capital as on 29.04.2004)

    Shareholders� category

    Shareholding  & Voting rights prior to the Agreement/ Acquisition and Offer

    Shares / Voting Rights agreed to be Acquired which triggered off the Regulations

    Shares/ Voting Rights to be Acquired in Open Offer (Assuming full acceptances)

    Share holding / Voting Rights after the Acquisition and Offer

    (A)

    (B)

    (C)

    (A)+(B)+(C)=(D)

    No.

    %

    No.

    %

    No.

    %

    No.

    %

    1.       Promoter Group

    a)       Parties to agreement,

    b)       Promoters other than (a) above

    6,23,129

    Nil

    62.31

    Nil

    (6,23,129)

    Nil

    (62.31)

    Nil

    Ni

    Nil

    Ni

    Nil 

    Ni

    Nil

    Ni

    Nil

    Total  (a + b)

    6,23,129

    62.31

    (6,23,129) 

    (62.31) 

    Nil 

    Nil 

    Nil

    Nil 

    2.       Acquirers

    a.                   Mr. Yalamati Srinivasa Chakravarti

    b.                   Mr. Ram R Kancharla

    c.                   Mr. Venkat Davarapalli

    Nil

    Nil

    Nil

    Nil

    Nil

    Nil

      

    51,629

    3,11,500 2,60,000

     

    5.16

    31.15

    26.00

    2,00,000

    20.00

    8,23,129

    82.31

    Total  (a + b + c)

    6,23,129 

    62.31 

    2,00,000 

    20.00

     8,23,129

     82.31

    3.       Parties to Agreement other than (1) (a) & (2)

    Nil

    Nil

    Nil

    Nil

    Nil

    Nil

    Nil

    Nil

    4.       Public  (Other than parties to Agreement, Acquirers)

    a.       FIs/MFs/FIIs/Banks

    b.       Others

    Nil

    3,76,871

    Nil

    37.69

    Nil

    Nil

    Nil

    Nil

    Nil

    (2,00,000)

    Nil

    (20.00)

    Nil

    1,76,871

    Nil

    17.69

    Total (a + b) 

    3,76,871

     37.69

    Nil 

    Nil

    Nil

    Nil

    1,76,871

    17.69 

    GRAND TOTAL (1+2+3+4)

    10,00,000

     100.00

    Nil 

    Nil

    Nil

    Nil

     10,00,000

     100.00

    6.12.          There are 124 Equity Shareholders under Public category.

    6.13.          Clause 49 of the Listing Agreement on Corporate Governance is not applicable to the Company.

    6.14.          Name and Contact details of the Compliance Officer:

    Mr. Mukesh Dudhwala, Company Secretary, Garden Mills Complex, Sahara Gate, Surat.

    7.       OFFER PRICE AND FINANCIAL ARRANGEMENTS

    7.1. Justification of Offer Price:

    1. The shares of SIL are listed on the BSE & ASE. The shares of the company are not traded on any stock exchange under Permitted Category.

    1. The annualized trading turnover during the preceding 6 calendar months prior to the month in which the P.A. is made i.e. October 2003 to March 2004 (both Inclusive) in each stock exchange is as under: -

    Name of Stock Exchange(s)

    Total no. of shares traded during the 6 calendar months prior to the month in which PA was made.

    Total No. of listed Shares

    Annualized Trading turnover (in terms of % to total listed shares)

    BSE

    NIL

    10,00,000

    Nil

    ASE

    NIL

    10,00,000

    Nil

      

    The shares of the company at BSE were last traded in June, 1996.

    1. As per explanation (i) to Regulation 20(5), the shares are deemed to be infrequently traded. Hence, in terms of Regulation 20(5) of the Regulations, the Offer Price is determined taking into account the following factors:

    Sl. No.

                              Particulars

    a.

    Negotiated price under the Agreement

    Rs. 8.10 per share

    b.

    Highest price paid by the Acquirers for any acquisitions, including by way of allotment in a public or rights issue during the 26 week period prior to the date of Public Announcement (excluding negotiated price)

    NIL

    c.

    Price Paid by the Acquirers under a Preferential allotment made at any time during the 12-months period upto the date of closure of the offer.

    NIL

    d.

    Other parameters including:  

    (i)                              Return on Networth

    (ii)                             Book Value (per share)

    (iii)                           EPS (per share)

    (iv)                            P/E based on Offer Price of Rs.15.00 per share

    (v)                             Industry Average P/E multiple #

    31.03.2003 (Audited)

    5.58%

    Rs. 15.33

    0.86

    17.44

    8.30

    # (Source: Capital Market, Volume XVIII/20, Dated Dec 8-21, 2003; Industry�Finance & Investments)

    1. In the opinion of the Manager to the Offer and Acquirers, the Offer Price of Rs. 15.00 per equity share of SlL is justified in terms of Regulation 20(11) of the Regulations.

    1. If the Acquirers acquire Shares after the Original PA and upto seven days prior to closure of the Offer at a price higher than the Offer Price, then the highest price paid for such acquisitions shall be payable for all acceptances received under this Offer as per Regulation 20(4) of the SEBI (SAST) Regulations, 1997. Any revision in the Offer Price shall be notified by advertisement in the same newspapers in which the Public Announcement dated April 27, 2004 appeared.

    1. There is no non-compete agreement.

    7.2. Details of Firm Financial arrangements:

    1.                The total Financing Resources required to fulfill the Offer is Rs. 30,00,000/- (Assuming full acceptances) and the same is computed as follows:

    Sl. No.

    Particulars

    Equity Share

    1.

     Total number of issued Shares

    10,00,000

    2.

    Total number of shares Fully Paid-up [Rs. 10/- per share]

    10,00,000

    4.

    Less: No of shares Fully Paid for which an agreement has been entered into by Acquirers

    6,23,129

    5.

    Total number of Fully Paid-up shares available outside [other than parties to the �Agreement�]

    3,76,871

    6.

    Total shares that may be received and accepted in this Offer

    2,00,000

    7.

    Consideration payable for Fully Paid-up shares @ Rs. 15.00/- per share

    Rs. 30,00,000

    8.

    Maximum total consideration payable

    Rs. 30,00,000

    2.                The Acquirers, in terms of Regulation 28 (2) has created an Escrow Account by way of deposit of cash in The Dhanalakshmi Bank Limited and the details are given below.

    1.

    Name of the Bank

    The Dhanalakshmi Bank Limited

    2.

    Address

    Banjara Hills, Hyderabad

    3.

    Amount

    Rs. 7,60,000/-

    3.                The Manager to the Offer, Ashika Capital Limited has been empowered by the Acquirers to Operate the said escrow account solely and accordingly The Dhanalakshmi Bank Limited have issued a Letter dated April 26, 2004 in favour of Manager to the Offer confirming the same. 

    4.                In accordance with Regulation 22(11) of the Regulations, the Acquirers have made firm financial arrangements for fulfilling the obligations under the Public Offer.

    5.                The Acquirers have adequate financial resources and has made firm financial arrangements for the implementation of the Offer in full out of their own sources/Networth and no borrowings from any bank and/or Financial Institutions is envisaged. Mr. B. Balaji Viswanath (Membership No.29357), proprietor of Balaji Viswanath & Co., Chartered Accountants, having office at 8-3-966/13, Nagarjuna Nagar, Srinagar Colony, Hyderabad-500 073, Tel. No. - 23738233 has certified vide letter dated April 24, 2004 that sufficient resources are available with the Acquirers for fulfilling the obligations under this "Offer" in full.

    6.                The Manager to the Offer, Ashika Capital Limited confirms that the firm arrangements for the funds and money for payment through verifiable means are in place to fulfill the Offer obligations.

    8.       TERMS AND CONDITIONS OF THE OFFER

    1. The Letter of Offer together with Form of Acceptance cum Acknowledgement will be mailed to the shareholders of SIL [except Acquirers and the Sellers], whose name appear on the Register of Members of SIL and the beneficial owners whose name appear on the beneficial records of the respective Depositories, at the close of business on April 29, 2004  (the "Specified Date").

    1. None of the shares of SIL are under lock-in.

    1. 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: - Aarthi Consultants Pvt. Ltd., 1-2-285, Domalguda, Hyderabad-500 029 either by hand delivery on weekdays between (10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.) or by Registered Post so as to reach on or before the Closure of the Offer, i.e. July 20, 2004, in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.

    1. The Registrar to the Offer has opened a special depository account with CIL Securities Ltd., (Registered with CDSL), styled �AARTHI-SIL-ESCROW ACCOUNT-OPEN OFFER". The DP ID is IN 13500 and Client ID is 1201350000024559. Shareholders having their beneficiary account in NSDL have to use Inter depository delivery instruction slip for the purpose of crediting their shares in favour of the Special Depository Account.

    1. Beneficial owners (holders of shares in Dematerialised Form) who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instructions in "off-market" mode or counterfoil of the delivery instruction in "off-market" mode, duly acknowledged by the Depository Participant ("DP"), in favour of the special depository account, to the Registrar to the Offer either by hand delivery on weekdays between (10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.) or by registered post, on or before the Closure of the Offer, i.e. July 20, 2004, in accordance with the instructions to be specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.

    1. 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 except Acquirers and the Sellers. Unregistered owners 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 numbers, folio number, together with the original share certificate(s), valid transfer deeds and the original contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

    1. 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 the name, address, number of shares held, distinctive number, folio number and number of shares offered, along with documents as mentioned in paragraph 5 above, so as to reach the Registrar to the Offer on or before the Closure of the Offer, i.e. July 20, 2004 in case of beneficial owners, they may send the application in writing to the Registrar to the Offer, on a plain paper stating the name, address, number of shares held, number of shares tendered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in "off-market" mode or counterfoil of the delivery instruction in "off-market" mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrar to the Offer, on or before the Closure of the Offer, i.e. July 20, 2004.

    1. The Registrar to the Offer will hold in trust the 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 SIL who have accepted the Offer, till the cheques/ drafts for the consideration and/or the unaccepted shares/share certificates are despatched/returned.

    1. Share certificates, transfer forms and other documents in respect of shares not accepted under the Offer, if any, will be returned by registered post at the first/sole shareholders or �unregistered owners� sole risk. Shares held in dematerialised 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 owner in the Form of Acceptance cum Acknowledgement.

    1. The equity shares of the company are being traded in the both demat and Physical mode. In case the number of shares validly tendered in the Offer by the shareholders of SIL are more than the shares to be acquired in this Offer [i.e. 2,00,000 Fully paid-up Equity shares], then the Acquirers will accept shares on a proportionate basis subject to a minimum of 100 Shares, or the entire holding if less than 100 shares from each shareholder accepting this Offer, as per the provisions of the Regulations.  Incase, the equity shares of SIL are traded / surrendered in dematerialized mode, minimum marketable lot is one (1) equity share only. The rejected applications/ documents will be sent by Registered Post.

    1. Attention of the shareholders is invited to the fact that the Letter of Offer along with the form of Acceptance would also be available on the SEBI web site at www.sebi.gov.in and eligible persons may download the Form of Acceptance cum Acknowledgement from the website for participating in the offer.

    1. The payment of acquisition of shares will be made by the Acquirers in Cash through a crossed Demand Draft/Pay Order and the same will be sent by Registered Post, to those shareholders/unregistered owners, whose shares/ share certificates and other documents are found in order and accepted by Acquirers in part or in full, within 30 days from the date of closure of the Offer i.e. August 17, 2004. The Acquirers undertake to pay interest pursuant to Regulation 22 (12) to the shareholders for the delay, if any, in payment of consideration.

    1. The Acquirers will make the requisite application, if any, to the Reserve Bank of India ("RBI") to obtain permission under the Foreign Exchange Management Act, 1999 ("FEMA") / Foreign Investment Promotion Board (�FIPB�), whichever applicable, for acquiring shares under the Offer.

    1. To the best of the knowledge of the Acquirers, no other statutory approvals are required to acquire the shares that are tendered pursuant to the Offer.

    1. In case of non-receipt of statutory approvals within time, SEBI has a power to grant extension of time to Acquirers for payment of consideration to the shareholders, who have accepted the Offer, subject to Acquirers agreeing to pay interest as directed by SEBI under Regulation 22(12) of the Regulations.

    1. 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 form of Acceptance along with Share Certificate (s) and other documents delivered as per the requirements mentioned above, shall become acceptance on your part, but will become a fully valid and binding contract between you and the Acquirers only upon the fulfillment of all the conditions mentioned herein.

    9.       PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF OFFER

    1.       The Shareholder(s) of SIL who qualify and who wish to avail of this Offer are free to offer their shareholding in full or in part. They should send their shares to the Registrars to the Offer as mentioned in the Form of Acceptance at the following address: -

    Aarthi Consultants Pvt. Ltd

    1-2-285, Domalguda,

    Hyderabad �500 029.

    Tel: +91-40-2764 2217.

    Fax: +91-40-2763 2184.

    Acceptances may be sent by Registered Post or by hand so as to reach the Registrars on or before July 20, 2004. 

    Shareholders may send their acceptances by hand accordingly:

    Working Days

    Timings

    Mode of Delivery

    Monday �Friday

    10.00 a.m. to 1.00 p.m. and 

    2.00p.m. to 4.00 p.m.

    Hand Delivery

    Saturday

    10.00 a.m. up to 2.00 p.m.

    Hand Delivery

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

    2.       Shareholders are advised to ensure that the Form of Acceptance cum Acknowledgement and other relevant documents are complete in all respects; otherwise the same is liable to be rejected. In the 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 will be rejected.

    3.       For Equity Shares held in Physical Form: -

    Registered Shareholders should enclose:

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

    �         Original Share Certificate(s)

    �         Valid Share Transfer form(s) duly signed as Sellers by all the registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with SIL and duly witnessed at the appropriate place. A blank Share Transfer Form is enclosed along with this Letter of Offer.

    Notwithstanding that the signature(s) of the transferor(s) has/have been attested, if the signature(s) of the transferor(s) differs from the Specimen signature(s) recorded with SIL or are not in the same order, such shares are liable to be rejected under the open offer even if the offer has been accepted by bonafide owner of such shares.

    Unregistered Shareholders should enclose:

    �         Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, or application on plain paper.

    �         Original Share Certificate(s)

    �         Original Broker Contract Note.

    �         Valid Share Transfer form(s) as received from the market.

    No indemnity is required from unregistered shareholders. Unregistered shareholders should not sign the transfer deed. The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirers as the Acquirers upon verification of the Form of Acceptance and the same being will fill buyer found valid. All other requirements for valid transfer will be preconditions for valid acceptance.

    4.       For Equity shares held in Demat form: -

    The Registrar to the Offer, �Aarthi Consultants Pvt. Ltd�, has opened a Special Depository Account with CIL Securities Ltd. (Registered with CDSL), styled �AARTHI-SIL-ESCROW ACCOUNT-OPEN OFFER". The above said account details are as under: -

    DP Name

    CIL Securities Ltd.

    DP ID

    IN 13500

    Beneficiary ID

    1201350000024559

    Beneficial Owners should enclose:

    �         Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the respective depository.

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

    For each delivery instruction, the beneficial owner should submit a separate Form of Acceptance. All beneficial owners maintaining account with NSDL are required to fill in an additional inter depository slip, maintained with the DP while giving instructions to their respective DPs.

    5.       The 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 shareholders) if the original shareholder is deceased, in case succession certificate has not been obtained, the legal heir may approach the registrar.

                          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 authorization (including Board Resolution) and specimen signatures of authorized signatories.

    6.       The share certificate(s), share transfer form(s) and the Form of Acceptance along with the relevant documents should be sent only to the Registrar to the Offer and not to the Manager to the Offer or the Acquirers or SIL.

    7.       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 their Name, Address, No. of equity shares held, No. of equity shares offered, Distinctive Nos., Folio No., along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the Closure of the Offer, i.e. July 20, 2004 (Tuesday) or in case of beneficial owner, they may send the application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of equity shares held, No. of equity shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in �Off-market� mode or counterfoil of the delivery instruction in �Off-market� mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrar to the Offer, on or before the Closure of the Offer, i.e. July 20, 2004 (Tuesday).

    The eligible persons can write to the Manager to the Offer requesting for the Letter of Offer and Form of Acceptance cum Acknowledgement and fill up the same in accordance with the instructions given therein, so as to reach the Registrar to the Offer, on or before the Closure of the Offer i.e. July 20, 2004 (Tuesday)


    Unregistered owners should not sign the transfer deed and the transfer deed should be valid for transfer.

    Alternatively, the Letter of Offer and Form of Acceptance cum Acknowledgement will be available on SEBI�s website : www.sebi.gov.in from the date of opening of the Offer. The eligible persons can download the Form of Acceptance cum Acknowledgement from the SEBI�s website and apply in the same.

    8.       The equity shareholders, who are desirous of withdrawing their acceptances tendered in the Offer, can do so upto three working days prior to the date of the Closure of the Offer i.e. on or before July 15, 2004 (Thursday). The withdrawal option can be exercised by submitting the �Form of Withdrawal� (separately enclosed with Letter of Offer) to the Registrar to the Offer, Aarthi Consultants Pvt. Ltd. so as to reach them on or before July 15, 2004. In case of non-receipt of �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, and

    b)       In case of dematerialised shares: Name, Address, number of shares tendered/withdrawn, DP name, DP ID, Beneficiary account number and a photocopy of the delivery instruction in �Off-market� mode or counterfoil of the delivery instruction in �Off-market� mode, duly acknowledged by the DP in favour of the Special Depository Account.

    Shares [Physical /Dematerialized form] withdrawn by the shareholders would be returned by the Registered post.

    The form of Withdrawal can also be downloaded from SEBI�s website www.sebi.gov.in or obtained from the Manager/ Registrar to the Offer.

    9.       Unaccepted Share Certificate(s), 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 owners� depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement.

    10.   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 Target Company who have accepted the Offer, till the cheques / drafts for the consideration and / or the unaccepted shares / share certificates are despatched / returned.

    10.   DOCUMENTS FOR INSPECTION

    Copies of the following documents will be available for inspection at the office of the Manager to the Offer, Ashika Capital Limited, D. No: 7-1-613/14A, Nestcon Lakshmisri, Suite No: 6, Ameerpet Hyderabad � 500 016, on any working day between 10.00a.m to 2.00p.m during the period the Offer is open i.e., from June 21, 2004 to July 20, 2004:

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

                                ii)          Chartered Accountant�s Certificate dated 15.04.2004 certifying the Net worth of the Acquirers.

                              iii)          Chartered Accountant�s Certificate dated 24.04.2004 certifying the adequacy of financial resources with Acquirers to fulfill the Open Offer obligations.

                               iv)          Audited Annual Reports of SIL for the last three Financial Years ended 31.03.2001, 31.03.2002 & 31.03.2003 and Un- audited Results for the Financial Year ended 31.03.2004.

                                v)          Audited Annual Reports of Computech Enterprise Solutions Pvt. Limited for the last two Financial Years ended 31.03.2002 & 31.03.2003 and Un-audited Results for the Financial Year ended 31.03.2004. Audited Financial Statements of Computech, Inc., and Systech, Inc., for the year ended December 31, 2000, December 31, 2001 & December 31, 2002 and Un-audited Results for the year ended December 31, 2003.

                               vi)          A Letter dated April 26, 2004 of The Dhanalakshmi Bank Limited for the amount kept in the Escrow Account and empowering solely the Manager to the Offer to operate it.

                             vii)          Copy of Prospectus dated 25.11.1985 of SIL.

                            viii)          Copy of the Share Purchase Agreement between Acquirers & Sellers dated April 24, 2004, which triggered off the Offer.

                              ix)          Published copies of the Public Announcement made on April 27, 2004 and the Corrigendum to PA on June 8, 2004.

                               x)          Copy of confirmation regarding opening of Special Depository Account in the name and style of �AARTHI-SIL-ESCROW ACCOUNT-OPEN OFFER �

                              xi)          Memorandum & Articles of Association of Computech Enterprise Solutions Pvt. Limited along with Certificate of Incorporation.

                            xii)          A copy of the Letter-dated May 28, 2004 bearing No. CFD/DCR/TO/MM/11069/04 of SEBI in terms of Provisions of Regulation 18(2).

                           xiii)          Other relevant documents such as;

    a.    Copy of the Memorandum of Understanding between the Acquirers & the Managers to the Offer dated April 24, 2004.

    b.    Copy of Letter of Appointment of Registrar to the Offer.

    c.    Copies of Power of Attorney in favour of Mr. Yalamati Srinivasa Chakravarti for taking all such necessary steps as may be required in the process of takeover.

    d.    Copy of undertakings from Target Company such as not entering into any material contracts without the prior approval of shareholders, making available a list of shareholders as on Specified date, etc.

    10.   DECLARATION BY THE ACQUIRERS

    Mr. Yalamati Srinivasa Chakravarti, Mr. Ram R Kancharla and Mr. Venkat Davarapalli accept full responsibility jointly and severally for the information contained in the Public Announcement made in this regard, Letter of Offer and for ensuring compliance with the Takeover Regulations.

    The Manager to the Offer hereby states that the person signing this Letter of Offer is one of the Acquirer.

    Place: Hyderabad

    Date:  June 10, 2004                                                                  Yalamati Srinivasa Chakravarti

                                                                                       

    Attached: Form of Acceptance cum Acknowledgement and Withdrawal


    FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

                                                                                                                               Date:

    From: -

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

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

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

    To: -

    Registrar to the Offer

    Aarthi Consultants Pvt. Ltd

    1-2-285, Domalguda,

    Hyderabad �500 029.

    Tel: +91-40-2764 2217, Fax: +91-40-2763 2184.

    Dear Sir,

    Sub:  Open Offer for purchase of 2,00,000 Fully Paid-up Equity shares of Rs. 10/- each at a price of 15.00/- per share of SIL representing 20.00% of its Subscribed and Voting Capital by Mr. Yalamati Srinivasa Chakravarti, Mr. Ram R Kancharla and Mr. Venkat Davarapalli  [Acquirers].

    I/We, refer to the Letter of Offer dated __________ for acquiring the Equity Share(s) held by me/us in SERVE-ALL INVESTMENTS LIMITED  [SIL].

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

    I/We, hereby irrevocably & unconditionally 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:

    FOR SHARES HELD IN PHYSICAL FORM:

    Sl.No.

    Regd. Folio Number

    Share Certificate Number

    Distinctive Numbers

    Number of Shares

    Total No. of Shares agreed to be sold

    (Please attach an additional sheet of paper and authenticate the same, if the above space is insufficient)

    FOR SHARES HELD IN DEMAT FORM:

    DP Name

    DP ID

    Client ID

    No. Of shares

    Name of Beneficiary

    I/We have carried out an Off-market transaction for crediting the shares to the Special Depository account with CIL Securities Ltd. styled �AARTHI-SIL-ESCROW ACCOUNT-OPEN OFFER�, whose particulars are:

    DP Name

    CIL Securities Ltd.

    DP ID

    IN 13500

    Beneficiary ID

    1201350000024559

    Shareholders having their beneficiary account with NSDL have to use inter-depository slip for purpose of crediting their shares in favour of the special depository account.

    Non resident shareholders should enclose No objection Certificate / Tax Clearance Certificate from the income tax authorities under the Income Tax Act, 1961 indicating the amount of tax to be deducted by the Acquirers before remitting the consideration otherwise tax will be deducted at the maximum marginal rate as may be applicable to the category of shareholder on the consideration payable by the Acquirers.

    I/We note and understand that once I/we have accepted the Offer by tendering the requisite documents in terms of the Public Announcement/ Letter of Offer, I/we cannot withdraw the same.

    I/We confirm that this Form of Acceptance has been signed by me/us voluntarily and I/we hereby confirm that

    I/We shall not withdraw the Form of Acceptance for any reason.

    I/We confirm that the shares of SERVE-ALL INVESTMENTS LIMITED (SIL) which are being tendered herewith by me/us under this Offer, are free from liens, charges and encumbrances of any kind whatsoever.

    I/We note and understand that the original share certificate(s) and valid share transfer deed /shares in the Special Depository Account will be held in trust for me/us by the Registrar to the Offer until the time the Acquirers makes payment of the purchase consideration as mentioned in the Letter of Offer.  I/We also note and understand that the Acquirers will pay the purchase consideration only after verification of the documents and signatures.

    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, share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof.

    I/We authorise the Acquirers or the Registrar 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 below:

    Yours faithfully,

    Signed and delivered:

    FULL NAME (S) OF THE HOLDERS

    ADDRESS OF THE SOLE/FIRST HOLDER

    SIGNATURE (S)

    First/sole Holder

    Joint Holder 1

    Joint Holder 2

    Joint Holder 3

    Note: In case of joint holding all must sign.  A Company must affix the common seal and furnish its corporate authorizations.

    Place:__________________                                           Date:____________________

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

    Name of the Bank and Branch: ___________________________________________

    Account Number: (Savings/Current/(Others, please specify)_____________________

    _ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ Tear Here __ __ __ __ __ __ __ __ __ __ __ __ __ __  

    ACKNOWLEDGEMENT SLIP

    Received from Mr./Ms/Mrs.:____________________________________________

    Address:____________________________________________________________________________________________

    Folio Number__________  DP ID ___________Client ID___________

    Number of Share Certificates Enclosed _____________

    Certificate Numbers __________________ 

    Total Number of Shares Enclosed___________

    Stamp of

    Registrar to the Offer

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

    Signature of the Official

    Date of receipt             


    PLEASE USE THIS FORM ONLY IF YOU HAVE TENDERED THE SHARES AND WISH TO WITHDRAW YOUR APPLICATION

    FORM OF WITHDRAWAL CUM ACKNOWLEDGEMENT

    (All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)

    You have an �OPTION TO WITHDRAW� the acceptance tendered in response to the offer any time upto three working days prior to the date of closure of offer i.e. on or before Thursday, July 15, 2004. In case you wish to withdraw your acceptance please use this form.

    OFFER SCHEDULE

    Offer Opens on                : Monday, June 21, 2004

    Last Date of withdrawal  : Thursday, July 15, 2004

    Offer Closes on               : Tuesday, July 20, 2004

    Please read the Instruction in Letter of Offer and overleaf before filling-in this Form of Withdrawal

    FOR OFFICE USE ONLY

    Withdrawal Number                                :           ����������.              

    Number of equity shares offered              :           ����������.

    Number of equity shares withdrawn          :           ����������.

    From:

    �������.

    �������.

    �������.

    Tel. No.: ������Fax No.: ������E-mail:������

    To: -

    Registrar to the Offer

    Aarthi Consultants Pvt. Ltd

    1-2-285, Domalguda,

    Hyderabad �500 029.

    Tel: +91-40-2764 2217.

    Fax: +91-40-2763 2184.

    Dear Sir,

    Sub:  Open Offer for purchase of 2,00,000 Fully Paid-up Equity shares of Rs. 10/- each at a price of 15.00/- per share of SIL representing 20.00% of its Subscribed and Voting Capital by Mr. Yalamati Srinivasa Chakravarti, Mr. Ram R Kancharla and Mr. Venkat Davarapalli [Acquirers].

    I/We refer to the Letter of Offer dated ____________ for acquiring the equity shares held by me/us in SERVE-ALL INVESTMENTS 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 wish to withdraw our acceptance tendered in response to the said offer. We had deposited/sent our �Form of Acceptance� to you on __________ alongwith original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below:

    (Please enclose the Xerox copy of Acknowledgement received for �Form of Acceptance�)

    FOR SHARES HELD IN PHYSICAL FORM:

    Sl. No.

    Regd. Folio Number

    Share Certificate Number

    Distinctive Numbers

    Number of Equity Shares

    Total No. of Shares agreed to be sold

    (In case the space provided is inadequate, please attach a separate sheet with the details)

    I/We note and understand the terms of withdrawal of acceptance and request you to return the original share Certificate(s) and valid share transfer deed will be held in trust for me/us by you and authorize you not to remit the consideration as mentioned in the Letter of Offer.

    SHARES HELD IN DEMATERLISED FORM

    DP Name

    DP ID

    Client ID

    No. Of shares Offered

    Name of Beneficiary

    I/We have carried out an off market transaction for crediting the shares to the Special Depository account with CIL Securities Ltd. styled �AARTHI-SIL-ESCROW ACCOUNT-OPEN OFFER�, whose particulars are:

    DP Name

    CIL Securities Ltd.

    DP ID

    IN 13500

    Beneficiary ID

    1201350000024559

    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 DP as per the records maintained at their end has verified the signatures of the beneficiary holders and they have also duly attested the same under their seal.

    Yours faithfully,

    Signed and Delivered:

    FULL NAME (S) OF THE HOLDERS

    ADDRESS OF THE SOLE/FIRST HOLDER

    SIGNATURE (S)

    First/sole Holder

    Joint Holder 1

    Joint Holder 2

    Joint Holder 3

    Note: In case of joint holding all must sign.  A Company must affix the common seal and furnish its corporate authorizations.

    Place:__________________                                           Date:____________________

    INSTRUCTIONS

    1.       The shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at any of the collection centres mentioned in the Letter of Offer or above as per the mode of delivery indicated therein on or before 17.00 hours upto the last date of withdrawal i.e. July 15, 2004, Thursday.

    2.       Shareholders should enclose the following:-

    a.                                  For Equity Shares held in demat form:

    Beneficial owners should enclose

    �         Duly signed and completed Form of Withdrawal.

    �         Copy of the Form of Acceptance cum Acknowledgement/ Plain paper application submitted and the Acknowledgement slip.

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

    b.                                  For Equity Shares held in physical form:

    Registered Shareholders should enclose:

    �         Duly signed and completed Form of Withdrawal.

    �         Copy of the Form of Acceptance cum Acknowledgement/ Plain paper application submitted and the Acknowledgement slip.

    �         In case of partial withdrawal, 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 Target Company and duly witnessed at the appropriate place.

    Unregistered owners should enclose:

    �         Duly signed and completed Form of Withdrawal.

    �         Copy of the Form of Acceptance cum Acknowledgement/Plain paper application submitted and the Acknowledgement slip

    �         The withdrawal of Shares will be available only for the Share certificates / Shares that have been received by the Registrar to the Offer/ Special Depository Escrow Account.

    �         The intimation of returned Shares to the Shareholders will be at the address as per the records of the Target Company/ Depository as the case may be.

    �         The Form of Withdrawal alongwith enclosure should be sent only to the Registrar to the Offer.

    �         In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required to be split, the same will be returned on receipt of share certificates from SIL. The facility of partial withdrawal is available only on to Registered shareholders.

    �         Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction for receipt of the credit in their DP account.

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

    ACKNOWLEDGEMENT SLIP

    Folio No.\DP ID Client ID:

    Aarthi Consultants Pvt. Ltd

    1-2-285, Domalguda,

    Hyderabad �500 029.

    Tel: +91-40-2764 2217. Fax: +91-40-2763 2184.

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

    Name of the Bank and Branch: ___________________________________________

    Account Number: (Savings/Current/(Others, please specify)_____________________

    _ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ Tear Here __ __ __ __ __ __ __ __ __ __ __ __ __ __  

    ACKNOWLEDGEMENT SLIP

    Received from Mr./Ms/Mrs.:____________________________________________

    Address:____________________________________________________________________________________________

    Folio Number__________  DP ID ___________Client ID___________

    Number of Shares tendered _____________

    Number of Shares with drawn __________________ 

    Stamp of Registrar to the Offer

     
     


    Signature of the Official

    Date of receipt             



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