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�PUBLIC ANNOUNCEMENT TO THE EQUITY SHAREHOLDERS OF SHANTIVIJAY JEWELS LIMITED Regd. Office: G-37, Gems
& Jewellery Complex III, Seepz, Andheri (E), Mumbai - 400 096. ____________________________________________________________________________________________________________ �����������������������������������������������������
This
Public Announcement is being issued by Keynote Corporate Services Limited
(hereinafter referred to as the "Manager to the Offer"), on
behalf of Shri Bimalchand Godha & Others (hereinafter referred to as the �Acquirers�)
pursuant to Regulation 11(2) in compliance with the Securities and Exchange
Board of India (Substantial Acquisition of Shares & Takeovers) Regulations,
1997 [SEBI (SAST) Regulations, 1997] & subsequent amendments thereto
(hereinafter referred to as the �Regulations�). ____________________________________________________________________________________________________________ VOLUNTARY OFFER TO THE EQUITY SHAREHOLDERS OF SHANTIVIJAY JEWELS LIMITED 1. The Offer a)
Shri Bimalchand Godha, Smt. Rajrani Godha, Shri Pradeep Kumar
Godha, Smt. Sudha Godha all residing at 56, Iris, Cuffe Parade, Mumbai � 400
005 and Shri Anurag Godha, Smt.Namita Godha residing at 94, Veena Tower, Cuffe
Parade, Mumbai � 400 005 (hereinafter referred to as the �Acquirers�)
are collectively holding 19,76,100 equity shares of Rs. 10/- each being 65.83%
of the issued and paid up equity share capital of SHANTIVIJAY JEWELS LIMITED
(hereinafter referred to as �SJL� or �Target Company�). The
Acquirers are the part of the promoter group of SJL. The Acquirers alongwith
the other persons in the promoter group are holding 27,01,800 equity shares of
Rs.10/- each of SJL forming 90.00% of the paid up equity share capital of the
Company. b) The Acquirers hereby announce an voluntary offer under Regulations, to acquire by tender upto 3,00,200 fully paid-up equity shares of Rs.10/- each of SJL representing 10% of its issued equity share capital (i.e. all the outstanding Equity Shares) from the remaining shareholders (other than the Acquirers and the other person in promoter group) of SJL on the terms and subject to the conditions set out below, at a price of Rs.23/- per fully paid-up equity share payable in cash (the �Offer�). ����������������������������������������������������������������������������������� c) The offer is not subject to any minimum level of acceptance. d) The equity shares of Shantivijay Jewels Ltd are listed on the Stock Exchanges at Mumbai (BSE), Delhi and Ahmedabad. The equity shares of the Company are infrequently traded on BSE in terms of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997 and are not traded on other stock exchanges. The offer price of Rs. 23/ (Rupees Twenty Three Only) per share, has been determined as per Regulation 20(5) of the Regulations taking into account the following factors: a.
The
Acquirers have not acquired any shares through agreement hence there will not
be any negotiated price. b.
The
Acquirers have not acquired any equity shares by way of allotment in public or
rights or preferential issue during the twenty-six weeks period prior to the
date of public announcement. c.
Other
Parameters (Based on audited accounts as on 31.03.2002) reveals that the
�������������� Return on Networth (RONW)
is negative, Earning Per Share (EPS) is negative, Price Earning Multiple (PE)
is negative and the Book Value is Rs.67.25 per share. The equity shares of SJL are
infrequently traded on BSE in terms of explanation (i) to Regulation 20(5) of
the SEBI (SAST) Regulations, 1997. The offer price of Rs.23/- per share represents a
Price to Book Value (PBV) of 0.34 times, which is comparable with the average
industry PBV of 0.35 times. Total tax exemption U/s 10A of
Income Tax Act now being enjoyed by the Company will come to an end shortly and
Company will be subject to regular tax on all income source. The Company will
be subject to tax @10% for the current year. There has been a continuous fall
in sales realisation on account of market condition. As a result the Profit
Earning Capacity of the Company is reduced. M/s Sunderji Gosar & Co., Chartered Accountant (Membership No. 103588) considering the various parameters under SEBI (SAST) Regulations, 1997, Profit Earning Capacity Value (PECV) under the guidelines of erstwhile Controller of Capital Issues (CCI) and Fair value calculation in terms of Supreme Court�s decision in Hindustan Lever Employee Union v/s Hindustan Lever Limited (1995), 83 Com. Case 30, have certified vide their certificate dated 05/12/2002 that the offer price of Rs.23/- is justifiable. The Acquirers and other
persons in the promoter group have not acquired any equity shares of SJL during
the 12 months period prior to the date of Public Announcement. Taking the above
factors into consideration the offer price of Rs.23/- per share is justified. e)
As
on the date of Public Announcement the Acquirers collectively hold 19,76,100
equity shares of Rs.10/- each of SJL representing 65.83% of the paid up share
capital of the SJL.� The acquirer
together with the other persons in the promoter group presently hold 27,01,800
equity shares of SJL aggregating to 90.00% of the total paid up equity share
capital of SJL. f)
Neither
the Acquirers nor SJL are included in the list of persons / entities debarred
from accessing the capital market under Section 11 B of the SEBI Act, 1992. 2.
Information on Acquirers The Acquirers are part of
the promoter group, the brief details are as follows: Mr. Bimalchand Godha, (68
years), is one of the promoters of SJL.�
He is a Arts graduate and hails from the family who are in the jewellery
business since last seven generation.�
Mr. Bimalchand Godha is currently holding 3,74,400 equity shares of Rs.
10/- each of SJL representing 12.50% of the paid up capital.� He is also Chairman and Managing Director of
SJL. The networth of Mr Bimalchand Godha as on 31/03/2002 is Rs.62.68 lacs. Mrs. Rajrani Godha (57
years), wife of Mr. Bimalchand Godha is currently holding 3,80,390 equity
shares of Rs. 10/- each of SJL representing 12.67% of the paid up capital.� She has vast experience of handling
jewellery.� The networth of Mrs. Rajrani
Godha as on 31/03/2002 is Rs. 77.99 lacs. Mr. Pradeep Kumar Godha (42
years) is a science graduate.� He has 22
years experience in diamond industry. Mr. Pradeep Kumar Godha is currently
holding 4,37,410 equity shares of Rs. 10/- each of SJL representing 14.57% of
the paid up capital.� He is also on the
Board of Directors of SJL. The networth of Mrs Pradeep Kumar Godha as on
31/03/2002 is Rs.85.45 lacs. Mrs. Sudha Godha (40 years)
is wife of Mr. Pradeep Kumar Godha.� She
has long experience in jewellery designing and interior decoration. Mr. Sudha
Godha is currently holding 1,72,900 equity shares of Rs. 10/- each of SJL
representing 5.76% of the paid up capital.�
The networth of Mrs. Sudha Godha as on 31/03/2002 is Rs. 47.49 lacs. Mr. Anurag Godha (39 years)
is a science graduate and undergone practical training of jewellery
manufacturing in USA. Mr. Anurag Kumar Godha is currently holding 4,34,600
equity shares of Rs. 10/- each of SJL representing 14.48% of the paid up
capital.� He is also on the Board of
Directors of SJL. The networth of Mr. Anurag Godha as on 31/03/2002 is Rs.77.96
lacs. Mrs. Namita Godha (37 years)
is wife of Mr. Anurag Godha.� Mrs.
Namita Godha is currently holding 1,75,400 equity shares of Rs. 10/- each of
SJL representing 5.84% of the paid up capital.�
The networth of Mrs. Namita Godha as on 31/03/2002 is Rs. 85.60 lacs. M/s B.F.Chordia & Co.,
Chartered Accountant (Membership No.9026), having office at 17/1004, Indra
Darshan, Oshivara Link Road, Andheri(W), Mumbai � 400053 have certified vide
their certificate dated 06/12/2002 that the Acquirers have immediate access to
the funds of Rs.305.81 lacs and they have sufficient means to fulfill the
obligations under the offer. As certified by Chartered Accountant the combined
networth of Acquirers as on 31/03/2002 audited accounts is Rs.437.17 lacs. 3.
Information on SJL a)
Shantivijay
Jewels Limited was originally incorporated as Private Limited company on
13/04/1973 under the Companies Act, 1956 and subsequently converted into Public
Limited company on 01/09/1994. The Company has its registered office at G-37,
Gems & Jewellery Complex III, Seepz, Andheri (E), Mumbai - 400 096. The
Company is presently engaged in production of gold ornaments, diamonds� and coloured stones. b)
The
Company made its maiden issue to the public through prospectus in may 1995. The
issued and subscribed share capital of the Company comprises of 30,02,000
equity shares of Rs. 10/- each aggregating to Rs. 300.20 lacs. There are no
partly paid up shares in the Company. c)
As
per the audited results for the year ended 31/03/2002, the Company recorded a
loss of Rs. 405.65 lacs.� The Networth
of the Company as on 31/03/2002 is Rs. 2018.90 lacs and the Book Value per
share is Rs.67.25.� As per the unaudited
financial results as published in the newspapers for the Six months ended
30/09/2002 the company registered a turnover of Rs. 1170.10 lacs & Profit
After Tax of Rs. 10.53 lacs. d)
The
equity shares of SJL are listed on the Stock Exchanges at� Mumbai (BSE), Ahmedabad and Delhi. The
equity shares of SJL are infrequently traded on the BSE in terms of explanation
(i) Regulation 20(5) of the SEBI (SAST) Regulations, 1997.� The equity shares of the company are not
traded on other stock exchanges. e)
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.� There are no
shares under lock-in period. f)
Amalgamation
of Shantivijay Alloy Castings Pvt. Ltd., wholly owned subsidiary company with
the Company has become effective from 01/04/2001 upon filling of the orders of
the High Court of Mumbai with the Registrar of Companies on 26/03/2002. g)
The
Company has been regular in complying with the provisions of the listing
agreement entered into with the Stock Exchange and is complying with the
provisions of Chapter II of the SEBI (SAST) Regulations, 1997. 4.
Reasons for the Acquisition
and Offer a)
The
Acquirers along with other person in promoter group are holding 90.00% of the
equity share capital of SJL. Further acquisition will reduce public
shareholding in SJL less than 10% of the voting capital of the Company.� Consequent to this offer the Acquirers will
request SJL to approach the Stock Exchanges where the equity shares are listed
for delisting the shares. Since the promoters are already holding more than 75%
of the equity share capital of SJL the said offer to the shareholders of SJL is
being made under Regulation 11(2) of the Regulations. b)
Acquirers
do not have any plan to dispose off or otherwise encumber any of the assets of
SJL in the two years from the date of closure of the offer except in the
ordinary course of business of SJL. 5.
Statutory Approvals Permission
of RBI would be required for transfer of shares received from NRI shareholders.
As on the date of this Announcement no other approvals, statutory or otherwise,
are required under the Companies Act 1956, Monopolies and Restrictive Trade
Practices Act, 1969, the Foreign Exchange Management Act. 1999 and /or any
other applicable laws and from any bank and/ or financial institutions for the
said acquisition. In case of non receipt of the approval stated above, SEBI may, if satisfied that non receipt of the requisite approval was not due to any wilfull default or neglect of the Acquirers or failure of the Acquirers to diligently pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the shareholders for delay beyond 30 days, as may be specified by SEBI from time to time. 6.
Delisting option to SJL a)
As
a consequence of the voluntary offer the public shareholding in SJL will reduce
to less than 10% of the voting capital of the Company.� In such a case the Acquirer shall within a
period of 3 months from the date of closure of the public offer, make second
offer to buy out the outstanding shares remaining with the shareholders at the
same offer price in terms Regulations 21(3)(a).� In the event of public shareholding reducing below 10% the
acquirer shall endeavor to buy the outstanding shares at least for a period of
1 year. b)
After
completion of the second offer, the Acquirer will request SJL to approach the
Stock Exchanges where the shares are listed for delisting the shares. 7.
Financial Arrangements The total funds required to implement the offer are Rs. 69,04,600/-(Rupees Sixty Nine Lacs Four Thousand Six Hundred Only). The Acquirers have deposited the sum of Rs.17.50 lacs being more than 25% of the of the total consideration in an Escrow Account in terms of Regulation 28 with the Canara Bank, Overseas Bank, Nariman Point, Mumbai in the form of Fixed Deposit. The Acquirers have duly authorized the Merchant Banker to realise the value of the Escrow Account in terms of the Regulations. The Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer as firm financial arrangement though verifiable means is in place to fulfill the offer obligation. Funds for implementing the said offer will be from domestic resources of the Acquirers. 8.
Other Terms of the Offer a)
The
offer will be made to the equity shareholders of SJL� whose names appear on the Register of the Members of SJL at the
close of business hours on 15/01/2003 (the �Specified
Date�). The Letter of Offer (LOO) will be despatched to these shareholders. ������������ b)
All
shareholders other than those mentioned in (a) above, who own the equity shares
of SJL anytime before the closure of the offer are eligible to participate in
the offer. Shareholders who wish to accept the offer, and tender their equity
shares will be required to send their Form of Acceptance, share certificate(s),
and transfer deed(s) in case of physical holding to R & D Consultants
Ltd., Registrar to the Offer, in accordance with the instructions specified
in the Letter of Offer and on the Form of Acceptance. c)
Shareholders
holding the shares in dematerialized form and who wish to tender their shares
will be required to send their Acceptance form with a photocopy of the Delivery
Instruction Slip in �off-market� mode or the 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. d)
For
the purpose of this offer a Special Depository Account has been opened with Keynote
Capitals Ltd. in the name and style of �Shantivijay Jewels Ltd. � Open
Offer � Special Depository Account�. The DP ID No. is 24300 and the Beneficiary
ID No.is 1202430000002055. However, the shareholders or the other holders
of the equity shares of the Company who do not receive the LOO in due course
may send their application on a plain paper stating the name, address, No.of
shares held, Distinctive numbers, Folio No., Number of shares offered etc. and
the original contract note issued by the broker through whom they acquired the
equity shares along with related documents so as to reach the Registrar on or
before 15/03/2003. Shareholders who maintain DP account with NSDL are required
to use Inter Depository Instruction Slip. e)
In
case of non-receipt of the Letter of Offer, the shareholders may obtain a copy
of the same from the Registrar to the Offer on providing suitable documentary
evidence to that effect.� Such
shareholders may also download the Form of Acceptance cum Acknowledgement from
the website of SEBI at www.sebi.gov.in. f)
The
unregistered equity shareholders are required to send relevant documents to the
Registrar to the Offer and are not required to submit any indemnity in this
respect. g)
Subject
to the conditions governing this Offer as mentioned in the Letter of Offer, the
acceptance of this Offer by equity Shareholders of SJL must be absolute and
unqualified. Any acceptance to this Offer which is conditional and incomplete
in any respect will be rejected without assigning any reason whatsoever. h)
The Registrar to the Offer will hold in trust the
Share certificates, Form of Acceptance cum Acknowledgement, if any, and the transfer
form/s on behalf of the shareholders of SJL who have accepted the Offer, till the drafts / pay orders for the consideration and/
or the unaccepted share certificates are despatched/ returned. Equity
Shares not accepted under the offer will be sent to the shareholders/applicants
at their own risk by registered post. i)
A
tentative schedule of activities for the public offer is listed below:
9.
Withdrawal
option
a)
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 Wednesday, 12/03/2003. The withdrawal
option can be exercised by submitting the �Form of Withdrawal�
(separately enclosed with Letter of Offer) to the Registrar to the Offer, R
& D Consultants Ltd. so as to reach them on or before 12/03/2003. b) 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 details such as name, address, distinctive numbers, folio numbers, number of shares tendered, date of tender. 10. General
a)
Acquirers can revise the price upwards upto seven working
days prior to closure of the offer and revision if any in the offer price would
appear in the same news papers where the Public Announcement has appeared. The
same price would be paid to all shareholders who tender their shares in the
offer. b)
Shareholders may note that
if there is competitive bid, the public offers under all the subsisting bids
shall close on the same date.�� As the offer price can not be revised during 7
working days prior to the closing date of the offers / bids, it would,
therefore, be in the interest of shareholders to wait till the commencement of
that period to know the final offer price of each bid and tender their
acceptance accordingly. c)
For c)
c)
�any queries regarding the Offer the
shareholders / applicants may contact the Registrar to the Offer at the address
mentioned below: R & D Consultants Ltd. 610, Dalamal Tower, 211, Nariman Point. Mumabi � 400 021 Tel : 22834374Sebi Regn. No. INR000000155 Name of Contact Person : d)
Acquirers
shall acquire the equity shares from the shareholders of the Company who have
validly tendered the equity shares under the Offer (i.e. equity shares and
other documents are in order and in accordance with the terms of the Offer) and
remit the consideration in respect thereof on or before 14/04/2003 in cash by
Account Payee Pay Order / Demand Draft.�
Any delay will attract interest in terms of Regulation 22(12) of SEBI
(SAST) Regulations 1997. The information as to whether the equity shares
tendered by them have been accepted (in full or in part) or rejected and
consideration payable would be sent by Registered Post. e)
Pursuant
to the Regulation 13, the Acquirers have appointed Keynote Corporate Services
Ltd. as the Manager to the Offer. f)
Acquirers
accept full responsibility for the information contained in this Public
Announcement and also for the obligations of Acquirers as laid down in SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and
subsequent amendments thereto. f) The Public announcement will become available on SEBI website www.sebi.gov.in. Eligible persons to the Offer may also download a copy of Form of Acceptance cum Acknowledgement, letter of offer, form of withdrawal which will also be available on SEBI�s website from the offer opening date i.e. 14/02/2003 and apply in the same. Issued by Manager to the
Offer on behalf of the Acquirers : �K�� E��
Y�� N�� O�� T�� E � CORPORATE��� SERVICES��
LIMITED 307, Regent Chambers,
Nariman Point, Mumbai - 400 021. Tel.: (022) 2202 5230� Fax : (022) 2283 5467 E- mail : keynote@vsnl.com SEBI Regn.: INM000003606 AMBI Regn. No. AMBI/040 Name of the contact person :
Mr. Uday S. Patil Place : Mumbai Date : 16/12/2002 | |||||||||||||||||||||||||||||||
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