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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
A SCHEDULE OF SOME OF THE MAJOR ACTIVITIES RELATING TO THE OFFER IS GIVEN BELOW:
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
ABBREVIATIONS
/ DEFINITIONS
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 CLAUSEIT 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 OFFER3.1. 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�).
(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 (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)
*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 $
(Face
Value � US $ 0.05) Brief
financials of Systech, Inc. for the last 3 years are as
follows: Amount
in US $
(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 $
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:
6.3. Current
Capital Structure of the Company:
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:
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)
*
(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)
OTHER
FINANCIAL DATA
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)
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:
The
shares of the company at BSE were last traded in June,
1996.
#
(Source: Capital Market, Volume XVIII/20, Dated Dec 8-21, 2003; Industry�Finance
& Investments)
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:
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.
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
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:
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: -
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:
(Please
attach an additional sheet of paper and authenticate the same, if the above
space is insufficient) FOR
SHARES HELD IN DEMAT FORM:
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:
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:
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 __ __ __ __ __ __ __ __ __ __
__ __ __ __
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)
Please read the Instruction in Letter of Offer and overleaf
before filling-in this Form of Withdrawal FOR OFFICE USE ONLYWithdrawal
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:
(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
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:
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:
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 __ __ __ __ __ __ __ __ __ __
__ __ __ __
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