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      Home Back   
     

    PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF  

    SHARP TRADING & FINANCE Limited

    Registered Office: B-3, Gandhi Mansion, 14/16, Bomani Master Lane, Kalbadevi Road, Mumbai � 400002, Maharashtra, India.

    This Public Announcement has been issued by the Manager to the Offer i.e. Doogar & Associates Limited, on behalf of the Acquirers, Mr Sujit Kumar Singh (a Resident but not Ordinary Resident Indian) and Mr Shekhar Keshav Mandrekar, pursuant to Regulation 10 and Regulation 12 as required under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as �SEBI (SAST) Regulations, 1997�) and subsequent amendments thereto.

    1.      The Offer

    1.1  Mr Sujit Kumar Singh and Mr Shekhar Keshav Mandrekar, (hereinafter referred to as �The Acquirers�) are making an Open Offer pursuant to Regulation 10 and Regulation 12 and in compliance with the SEBI (SAST) Regulations, 1997. There are no Persons Acting in Concert (hereinafter referred to as �PAC�) with the Acquirers for the purpose of this Offer.

    1.2  The Acquirers have entered into two separate Share Purchase Agreements (Acquisition Agreements / Agreements) to acquire a majority stake and management control of SHARP TRADING & FINANCE LIMITED (hereinafter referred to as �STFL� or �the Company�), having its Registered Office at B-3, Gandhi Mansion, 14/16, Bomani Master  Lane, Kalbadevi Road, Mumbai � 400002, Maharashtra, (hereinafter referred to as �Target Company�).

    1.2.1        The Acquirers have entered into an agreement on, Friday, May 23, 2003 with the existing promoters of the Target Company, namely, Mr Gopalji D Bhanushali (holding 1,000 shares), Mr Narendra G Bhanushali (holding 1,000 shares), Ms Laxmiben G Bhanushali (holding 700 shares), Ms Hansa N Bhanushali (holding 700 shares), (all Indian Inhabitants, having their address at 13, Ghanshyam Bhavan, Gupta Road, Vishnu Nagar, Dombivli (West)), Mr Shankerlal G Bhanushali (holding 1,500 shares), Mr Zaver S Bhanushali (holding 30 shares) (both Indian Inhabitants, having their address at 24, Vaishali Apartment, 353/2B, R B Mehta Road, Ghatkopar (East), Mumbai - 400 077), hereto hereinafter collectively referred to as the �Promoter-Sellers�, for the purchase of 4,930 fully paid up equity shares of Rs 10/- each (Rupees ten only) of the Target Company, representing 2.01 percent of the issued, subscribed and paid up equity share and voting capital of the Target Company, at a price of Rs. 11/- (Rupees Eleven Only) per equity share (Negotiated Price), payable in cash.

    1.2.2        The Acquirers have also separately entered into another agreement on Friday, May 23, 2003 with Mr Umesh K Gawand Indian Inhabitant, having his address at 462, 1/4, Shri Ram Bhuvan, King's Circle, Matunga, Mumbai - 400 019, and Mr R S Salvi, Indian Inhabitant, having his address at R/2, Shivshankar Society, Gautam Nagar, Array Colony, Goregaon (East), Mumbai - 400 065, jointly representing themselves and other shareholders of the Target Company, namely, Prakash Gadse , Integral Exim Ltd. , , Nitesh Kabra, ,Dilip Kumar Dave, Satyakunj Investment Pvt. Ltd. , Shalimar Agro Products Ltd. , Maharashtra Industrial Leasing & Investment Ltd., Pravin Rayani, Ramesh Kumar Jain , Kapish Packaging Pvt. Ltd., Asha T Kothari, hereto hereinafter collectively referred to as the �Non-promoter-Sellers� for the purchase of 129,720 fully paid up equity shares of Rs 10/- each (Rupees ten only) of the Target Company, representing 52.95  per cent of the issued, subscribed and paid up equity share and voting capital of the Target Company, at a price of Rs. 11/- (Rupees Eleven Only) per equity share (Negotiated Price) payable in cash.

    1.3     The Acquirers intend to make an Open Offer in terms of the SEBI (SAST) Regulations, 1997 to the shareholders of STFL (other than those mentioned in para 2 above), whose names appear on the register of members  on  Specified Date i.e. Monday, June 16, 2003, to acquire from them 49,000 equity shares at a Offer Price of Rs 11/- (Rupees Eleven only) per share (herein after referred as �Offer price�) being 20% of the issued and paid up equity share and voting capital of the Target Company.

    1.4     Equity shares of STFL are listed on The Stock Exchange, Mumbai. The shares are infrequently traded and as per the data available, no trading has taken place during the last three years (Source: www.bseindia.com). The Offer Price of Rs. 11/- per fully paid up equity share has been arrived at as per the Regulation 20 of SEBI (SAST) Regulations, 1997, taking into account the Negotiated Price of Rs 11/- (Rupees Eleven) per share and other parameters based on last three years audited / un-audited results published by the company as on  March 31st, 2001( Audited), March 31st 2002 (Audited) and March 31st 2003 (Un-audited), such as book value of Rs. 10.97, Rs.10.98 and Rs.11.01, EPS of  0.501, 0.405 and 4.081 paise and negligible return on net worth during last three years respectively.

    1.5     The Acquirers have not purchased any shares of the Target Company during the 12 month period prior to the date of Public Announcement.

    1.6     As on the date of Public Announcement, the Acquirers do not hold any shares of the Target Company.

    1.7     In terms of agreement dated October 6, 2002, between Mr Sujit Kumar Singh and Mr Shekhar Keshav Mandrekar, any shares of the Target Company acquired as per any agreement(s) or through any public offer(s) consequent to any agreement(s), the mutual ratio of acquisition would be 95:5. (i.e., for every 100 shares acquired jointly, Mr Sujit Kumar Singh would hold 95 shares and Mr Shekhar Keshav Mandrekar would hold 5 shares). Further, in case of non receipt of appropriate  approval from Foreign Investment Promotion Board / Secretariat of Industrial Approvals/ Reserve Bank of India, or any other agency, for acquisition of equity shares by Mr Sujit Kumar Singh (being a Resident but not Ordinary Resident Indian), all the valid equity shares acquired as per any agreement(s) or tendered under any Open Offer(s), which are not allowed to be acquired by Mr Sujit Kumar Singh, would be acquired by Mr Shekhar Kehsav Mandrekar.

    1.8     The Offer is not subject to any minimum level of acceptance from the shareholders i.e. it is not a Conditional Offer.

    2        Information about the Acquirers

    2.1  The Open Offer is being made by Mr Sujit Kumar Singh, aged 32 years, Resident but not Ordinary Resident Indian, residing at Sneh Bunglow, Sub Plot no. 82, N S Road No 8-10, J V P D Scheme, Nutan Laxmi Co Op. Housing Society, Vile Parle (W) Mumbai 400 056 and Mr Shekhar Keshav Mandrekar, aged 48 years, Indian Inhabitant, residing at 8, Ratnadeep Apartments, Juhu Tara Road, Juhu, Mumbai � 400 049.

    2.2  Mr Sunil C Modi, proprietor of M/s Sunil Modi & Co., Chartered Accountants, having their address at 8, Bharat Villa, Church Road, Vile Parle (W), Mumbai � 400 056, (membership No.42562) has certified vide certificate dated May 27, 2003 that the networth of Mr Sujit Kumar Singh as on December 31, 2002 is Rs 1586.65 lacs and that he has sufficient means to fulfil the obligations under the Offer  and has also certified vide certificate dated May 27, 2003 that the networth of Mr Shekhar Keshav Mandrekar as on December 31, 2002 is Rs. 17.01 lacs and that he has sufficient means to fulfil his obligations under the Offer.

    2.3  There are no Person Acting in Concert with the Acquirers.

    2.4  Mr Sujit Kumar Singh, a first-generation entrepreneur, is into the business of marketing and distribution of pharmaceutical products. Mr Sujit is active in this business in Russia, through his company, Shreya Corporation. In India, Mr Sujit carries out the pharmaceuticals related activities through Shreya Life Sciences Pvt. Ltd. and it's division Amadeus Biotech & Pharmaceuticals. He also has business interest in other countries in the similar line of activities. Mr Shekhar Keshav Mandrekar is currently working as CEO of Shreya Life Sciences Pvt. Ltd. A professional in pharmaceutical industry, Mr Shekhar started his career in 1984 as a product executive with Nicholas Laboratories India Ltd. and has since been working in various capacities in other Pharma companies such as Burroughs Wellcome (India) Ltd., Merind Ltd. and Rallis India Ltd. Mr Shekhar has a professional experience of over 22 years in the pharmaceuticals sector.

    3        Information about the Target Company

    3.1  STFL is a public limited company, incorporated on March 30, 1985 with the Registrar of Companies, Maharashtra and received its Certificate of Commencement of Business on April 6, 1985. The Company has its Registered Office at B-3, Gandhi Mansion, 14/16, Bomani Master Lane, Kalbadevi Road, Mumbai  - 400 002.

    3.2  The authorised share capital of STFL as on March 31, 2002 is Rs 25.00 lac, comprising of 2,50,000 shares of Rs 10/- (Rupees Ten Only) each. The issued, subscribed and paid up share capital as on March 31, 2002 stood at Rs 24.50 lac comprising of 2,45,000 shares of Rs 10/- (Rupees ten each). There are no partly paid up shares in STFL.

    3.3  STFL has earlier been active in the businesses of finance and trading. However, during the last few years there have been no major activities carried out by the Company and it has reported meagre income.

    3.4  The equity shares of STFL are listed only on The Stock Exchange, Mumbai and are in the B2 group. Based on the information available on BSE official website (www.bseindia.com), the equity shares of STFL are infrequently traded and no trading in the Company�s shares has taken place during the last three years. The last traded price on The Stock Exchange, Mumbai is not available.

    3.5  For the year ended March 31, 2003 (Un-audited) and March 31, 2002 (Audited), the total sales / income of STFL stood at Rs. 77,000/- and Rs. 76,285/- (previous year: Rs 77,461/-) and the net profit was Rs10,000/- and Rs. 992/- (previous year: Rs 1,228/-). The book value, EPS and return on networth as on March 31,2003 and March 31,2002 are Rs 11.01 and 10.98, 4.081 and 0.405 paise, and negligible for both the years, respectively.

    4        Reason for the Offer

    4.1  The Offer to the Public shareholders of STFL is for the purpose of acquiring 20% the equity shares. After the proposed Offer and implementation of the agreement for purchase, the Acquirer will achieve substantial acquisition of shares and voting rights accompanied with absolute and effective management control over the Target Company.

    4.2  The object and the purpose of Acquirers are to expand the business operations of STFL. The Acquirers are quite experienced in trading and export activities, especially in pharmaceuticals, hence after the acquisition, the Acquirers intend to improve the operational performance of the company by undertaking such new activities on a larger scale. However, depending on the requirements and expediency of the business situation and subject to the provisions of the Companies Act, 1956, Articles of Association of STFL and all applicable laws, rules and regulations, the Board of Directors of STFL will take appropriate business decisions from time to time in order to improve the performance of the Target Company. The Acquirers may make changes in the management and Board of Directors of the Target Company. The Acquirers may also change the name of the Target Company after completion of the Offer.

    4.3  The Acquirers at present has no intention to sell, dispose of or otherwise encumber any significant assets of STFL in the succeeding two years, except in the ordinary course of business of STFL. STFL�s future policy for 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 STFL.

    5        Statutory Approvals / other approvals required for the Offer

    5.1  Approval is required from FIPB / SIA and / or RBI for purchase of shares of the Target Company by Mr Sujit Kumar Singh, who is a Resident but not Ordinary Resident Indian. Mr Sujit Kumar Singh shall make an application to FIPB / SIA and / or RBI for acquiring shares in STFL and for taking management control. Depending on the approval, Mr Sujit Kumar Singh would acquire the shares in the Target Company as per the agreement between Mr. Sujit Kumar Singh and Mr. Shekhar Keshav Mandrekar.

    5.2  Approval for transfer of shares of a company registered in India by a Non Resident to a person resident in India is required. The Acquirers shall apply for approval from RBI for transfer of shares in their name in due course after successful completion of this Offer.

    5.3  No approval from any bank or financial institutions is required for the purpose of this Offer, to the best of the knowledge of the Acquirers.

    5.4  As on the date of Public Announcement, to the best of the Acquirers� knowledge, no other statutory approvals are required to be obtained for the purpose of this Offer.

    5.5  In case of delay in receipt of any statutory approval, Regulation 22(12) of SEBI (SAST) Regulations, 1997, will be adhered to, i.e. SEBI has power to grant extension of time to Acquirers for payment of consideration to shareholders subject to Acquirers agreeing to pay interest as directed by SEBI. Further in case the delay occurs on account of wilful default by the Acquirers in obtaining the approvals, Regulation 22 (13) of SEBI (SAST) Regulations, 1997, will also become applicable.

    However, in terms of agreement dated October 6, 2002, between Mr Sujit Kumar Singh and Mr Shekhar Keshav Mandrekar, in case of non receipt of appropriate approval from FIPB / SIA / RBI, or any other agency, for acquisition of equity shares by Mr Sujit Kumar Singh (being a Resident but not Ordinary Resident Indian), all the valid equity shares acquired as per any agreement(s), or tendered under any Open Offer(s), which are not allowed to be acquired by Mr Sujit Kumar Singh, would be acquired by Mr Shekhar Keshav Mandrekar.

    6        Delisting Option to the Acquirers

    6.1  Pursuant to this Offer the public shareholding will not be reduced to 10% or less of the voting capital of STFL and therefore the provisions of Regulation 21(3) of the SEBI (SAST) Regulations do not apply.

    7        Financial Arrangements

    7.1  The Acquirers have adequate resources to meet the financial requirements of the Offer. The Acquirers have made firm arrangement for the resources required to complete the Offer in accordance with the SEBI (SAST) Regulations, 1997. The acquisition will be financed through internal / personal resources and no borrowings from banks / FIs etc., is being made.

    7.2  Assuming full acceptance, the total requirement of funds for the Offer would be Rs. 5,39,000/- (Rupees Five Lac Thirty Nine Thousand only). The Acquirers have already made firm arrangements for the financial resources required to implement the Offer in full. As per Regulation 28, Acquirers have opened an Escrow Account with Global Trust Bank, Thakur Complex Branch, Mumbai, and have deposited Rs 5,50,000/-, being more than 100% of the amount required for the Open Offer.

    7.3  The Acquirers have duly empowered M/s Doogar & Associates Limited, Manager to the Offer, to realise the value of the Escrow Account in terms of the SEBI (SAST) Regulations, 1997.

    7.4  The Manager to the Offer, M/s Doogar & Associates Limited, hereby confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfil the Offer obligation.

    8        Other Terms of the Offer

    8.1         Letters of Offer (hereinafter referred to as "LOO") will be despatched to all the equity shareholders of STFL, whose names appear in its Register of Members on Monday, June 16, 2003, being the Specified Date, except the Acquirers and parties to the Agreements.

    8.2        The Registrar to the Offer, M/s Bigshare Services Pvt Ltd, has opened a special depository account with National Securities Depository Limited.

    8.3        All shareholders of the Target Company, except for the Acquirers and parties to the Agreements, who own the shares any time before the Closure of the Open Offer, are eligible to participate in the Offer.

    8.4        Beneficial owners and shareholders holding shares in the physical form, will be required to send their share certificates, Form of Acceptance cum Acknowledgement and other documents as may be specified in the LOO,  to the Registrar to the Offer either by Registered Post / Courier or by hand delivery on Mondays to Fridays between 10.30 AM and 5.00 PM and on Saturdays between 10.30 AM and 1.30 PM, on or before the date of Closure of the Offer, i.e. Tuesday, August 19,2003

    8.5        Beneficial owners and shareholders holding shares in the dematerialised form, will be required to send their Form of Acceptance cum Acknowledgement and other documents as may be specified in the LOO to the Registrar to the Offer either by Registered Post / Courier or by hand delivery on Mondays to Fridays between 10.30 AM and 5.00 PM and on Saturdays between 10.30 AM and 1.30 PM, on or before the date of Closure of the Offer, i.e., Tuesday, August 19,2003, 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 �Bigshare Services Pvt. Ltd.-Sharp Trading & Finance Ltd.-Open Offer-Special Depository Account"� (�Depository Escrow Account�) filled in as per the instructions given below:

             DP Name                : IDBI Bank Ltd.

             Client ID Number          : 11224052

             DP ID Number          : IN-300450

             Depository                   : National Securities Depository Limited- (�NSDL�)

            

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

    8.6        In case of (a) shareholders who have not received the LOO, (b) unregistered shareholders and (c) owner of the shares who have sent the shares to the company for transfer, may send their consent to the Registrar to the Offer on plain paper, stating the name, addresses, number of shares held, distinctive numbers, folio numbers, number of shares offered along with the documents to prove their title to such shares such as  broker note, succession certificate, original share certificate / original letter of allotment and valid share transfer deeds (one per folio), duly signed by all the shareholders (in case of joint holdings in the same order as per the specimen signatures lodged with STFL) and witnessed (if possible) by the Notary Public or a Bank Manager or the Member of the stock exchange with membership number, as the case may be, so as to reach the Registrar to the Offer on or before 1700 hours upto the date of Closure of the Offer i.e. Tuesday, August 19, 2003. Such shareholders can also obtain the LOO from the Registrar to the Offer by giving an application in writing.

    8.7        In case of  shareholders who have not received the LOO and holding shares in the dematerialised form may send their consent to the Registrar to the Offer on plain paper, stating the name, addresses, number of shares held, Depository name, Depository I.D., Client name , Client I.D., number of shares offered along with a photocopy of the original delivery instructions in �Off-market� mode or counterfoil of the delivery instruction in �Off-market� mode, duly acknowledged by the Depository Participant as specified in para 8.6 above, so as to reach the Registrar to the Offer on or before 1700 hours upto the date of Closure of the Offer i.e. Tuesday, August 19, 2003. Such shareholders can also obtain the LOO from the Registrar to the Offer by giving an application in writing.

    8.8        The following collection centres would be accepting the documents as specified above, both in case of shares in physical and dematerialized form.

    Name & Address

    BIGSHARE SERVICES PVT. LTD.

    E-2, Ansa Industrial Estate, Sakivihar Road,

    Saki Naka, Andheri (E) Mumbai � 400 072.

    Contact Person

    Mr P A Varghese

    Phone Nos.

    022- 2856  0652/ 53, 56936291

    Fax No

    022--2852 5207

    E-mail

    bigshare@bom7.vsnl.net.in

    8.9        Shareholders who have sent their shares for dematerialisation need to ensure that the process of getting shares dematerialized is completed well in time so that the credit in the Depository Escrow Account should be received on or before 1700 hours upto the date of Closure of the Offer, i.e. Tuesday, August 19, 2003, else the application would be rejected.

    8.10    In terms of Regulation 22 (5A), shareholders shall have the option to withdraw acceptance tendered earlier, by submitting the Form of Withdrawal enclosed with the LOO, so as to reach Registrars to the Offer upto three working days prior to the date of Closure of the Offer, i.e. Wednesday, August 13, 2003. The withdrawal can also be exercised by submitting an application on a plain paper, alongwith the details such as name, address, distinctive nos., folio no., number of equity shares tendered, etc.

    8.11    The Letter of Offer alongwith the Form of Acceptance cum acknowledgement/ withdrawal would also be available at SEBI�s website, http://www.sebi.com./, and shareholders can also apply by downloading such forms from the website.

    8.12    No indemnity is needed from unregistered shareholders.

    8.13    Applications in respect of shares that are the subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the Offer.

    9        PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

    9.1        Where the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired by Acquirers, the Acquirers will accept the offers received from the share holders on a proportionate basis, in consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots, provided that acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than the marketable lot. The marketable lot of STFL is 1{one}.

    9.2        Shareholders who have offered their shares would be informed about acceptance or rejecting of the Offer within 30 days from the date of Closure of the Offer. The payment to the shareholders whose shares have been accepted, and will be paid by cheque / demand draft / pay order crossed �Account Payee� only in favour of the first holder of equity shares (and sent by registered post) within 30 days from the date of Closure of the Offer. For shares which are tendered in electronic form, the bank account as obtained from the beneficiary position provided by the Depository will be considered and the payment will be issued with the said bank particulars.  In case of acceptance on a proportionate basis, the unaccepted share certificates, transfer forms and other documents, if any, will be returned by registered post at the shareholders� / unregistered owners� sole risk to the sole / first shareholder. Shares held in dematerialised form to the extent not accepted will be credited back to the beneficial owner�s depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement and the intimation of the same will be send to the shareholders.

    9.3        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 STFL who have accepted the Offer, until the cheques / drafts for the consideration and / or the unaccepted shares / share certificates are despatched / returned.

    10    Time Schedule of the Offer

    Activity

    Day and Date

    Specified date (for the purpose of determining the names of shareholders to whom Letter of Offer would be send)

    Monday, June 16,2003

    Letter of Offer to be posted to the Shareholders

    Wednesday, July 9, 2003

    Date of Opening the Offer

    Monday, July 21, 2003

    Last date for withdrawal of acceptance form

    Wednesday, August 13, 2003

    Date of Closing the Offer

    Tuesday, August 19,2003

    Last date for a competitive bid

    Thursday, June 19, 2003

    Last date for revising the Offer Price / number of shares

    Thursday, August 07, 2003

    Date of communicating rejections / acceptance and payment of consideration for the applications accepted.

    Wednesday, September 17, 2003

    11    General Conditions

    11.1       If there is any upward revision in the Offer Price (in terms of Regulation 26) by the Acquirers till the last day of revision, viz., at any time upto seven working days prior to the date of Closure of the Offer or withdrawal of the Offer, the same would be informed by way of Public Announcement in the same newspapers where original Public Announcement had appeared. Such revised Offer would be payable for all the shares tendered anytime during the Offer.

    11.2       In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, shareholders desirous of withdrawing their acceptances tendered in the Offer can do so up to three working days prior to the date of Closure of the Offer i.e. Wednesday, August 13, 2003. The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed in the Letter of Offer. The shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at the collection centre mentioned in the Letter of Offer or above as per the mode of delivery indicated therein on or before the last date of withdrawal i.e. Wednesday, August 13, 2003.

    11.2.1          The withdrawal option can be exercised by submitting the Form of Withdrawal enclosing with it Copy of the Form of Acceptance-cum-Acknowledgement / Plain paper application submitted and the Acknowledgement slip. 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:

    11.2.1.1    In case of physical shares: name, address, distinctive numbers, folio number, share certificate number, number of shares tendered, date of tendering the shares

    11.2.1.2    In case of dematerialized shares: name, address, number of shares tendered, DP name, DP ID, date of tendering the shares, beneficiary account number and a photocopy of the delivery instructions in �off market� mode or counterfoil of the of the delivery instruction in �off market� mode, duly acknowledged by the DP, in favour of the �Bigshare Services Ltd. a/c STFL Open Offer�.

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

    11.2.3          The intimation of returned shares to the Shareholders will be sent at the address as per the records of STFL / Depository as the case may be.

    11.3                      � If there is competitive bid  :

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

    11.3.2           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�

    11.4                      None of the Acquirers hold any shares of the Target Company as on the date of this Public Announcement.

    11.5                      Based on the information available from the Acquirers, the Acquirers, Sellers and the Target Company has not been prohibited by SEBI from dealing in securities, in terms of direction issued U/s 11B of SEBI Act, 1992.

    11.6                      The Pubic Announcement would also be available at SEBI�s website, http://www.sebi.com./.

    11.7                      Pursuant to the Regulation 13 of SEBI (SAST) Regulations, 1997, the Acquirers have appointed M/s Doogar & Associates Limited as Manager to the Offer and M/s Bigshare Services Pvt. Ltd. as Registrar to the Offer.

    11.8                      This Public Announcement is being issued on behalf of the Acquirers by the Manager to the Offer, M/s Doogar & Associates Ltd.

    11.9                      The Acquirers, Mr Sujit Kumar Singh and Mr Shekhar Keshav Mandrekar, accept full responsibility for the information contained in this Public Announcement (except for the information regarding the Target Company which has been compiled from the publicly available information) and also for the obligations of the Acquirers as laid down in the SEBI (SAST) Regulations, 1997 and subsequent amendments thereof

    Manager to the Offer

    Doogar & Associates Limited

    Contact Person: Mr Deepak Singhvi

    301, Camy House, Dr. C. H. Street, Marine Lines, Mumbai � 400 002.

    Tel nos.: 022-2200 4271/73;

    Fax no.: 022 - 2200 4273;

    Email: dpsinghvi@vsnl.net

    Registrar to the Offer

    BIGSHARE SERVICES PVT. LTD.

    Contact Person: Mr P A Varghese

    E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E) Mumbai � 400 072.

    Tel Nos.  : 022 - 2856  0652/ 53, 56936291

    Fax No   : 022 - 2852 5207

    email : bigshare@bom7.vsnl.net.in

    Place: MUMBAI                                                                                            Date: 29.05.2003

     


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