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 SHINE COMPUTECH LIMITED.  If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager/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 and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.

 

 

 

 

MANAGER TO THE OFFER Ashika Credit Capital Limited 408, Taramandal Complex, Near Secretariat, Saifabad, Hyderabad-500 004. Tel: 040-6617802/3; Fax: 040-6617801 E-Mail: ashika_hyderabad@rediffmail.com Contact Person: Mr.Rajendra Kanoongo

REGISTRAR TO THE OFFER Bigshare Services Pvt. Ltd E-2/3, Ansa Industrial Estate, Saki Vihar Road, Sakhinaka, Andheri(E), Mumbai – 400072 Tel: 022-8523474/8560652-53 Fax No: 022-8525207 E-Mail: bigshare@bom7.vsnl.net.in Contact Person: Mr. P.A. Varghese

 

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

Activities	Date (Day)
Public Announcement (PA) Date	17.04.2002 (Wednesday)
Specified Date	17.04.2002 (Wednesday)
Last date for a Competitive Bid	08.05.2002 (Wednesday)
Date by which Letter of Offer will be dispatched to the Shareholders	24.05.2002 (Friday)
Offer Opens on	30.05.2002 (Thursday)
Offer Closes on	28.06.2002 (Friday)
Last date for revising the Offer Price/ Number of shares	19.06.2002 (Wednesday)
Last date for Communicating rejection/acceptance and dispatch of cheques / Demand drafts towards payment of consideration and Share Certificate for the rejected Shares	27.07.2002 (Saturday)

 

INDEX

Sl. No	Subject	Page No
1	Disclaimer clauses	3
2	Details of the offer	3
3	Background of the Acquirer (including Persons Acting in Concert)	4
4	Background of the Target Company- SCL	6
5	Offer Price and Financial Arrangements	10
6	Terms and conditions of the offer	14
7	Procedure for Acceptance and Settlement of the offer	15
8	Documents for Inspection	17
9	Declaration by the Acquirer and Persons Acting in Concert	18

 

TERMS DEFINED

Acquirer/Transferee	Mr. K. Sudhir Rao
Persons Acting in Concert (PACs)/Transferee	Mr. K. Suhan Rao and Mr. J. Thirupathi Rao
Manager to the Offer/ACCL	Ashika Credit Capital Limited
Offer Period	April 17th 2002 to 28th June 2002
PA	Public Announcement
SCL, Target Company	Shine Computech Limited
Registrar to the Offer	Bigshare Services Pvt. Limited
SEBI	Securities & Exchange Board of India
SEBI (SAST) Regulations or “The Regulations”	Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and subsequent amendments thereof.
Sellers/Transferors	Mr. Rajesh Agarwal, Mr. Indermal Agarwal, Mr. Sushil Sapra and Associates.
RBI	Reserve Bank of India
NSDL	National Securities Depository Ltd.
CDSL	Central Depository Services (India) Ltd.
Eligible Persons for the Offer	Registered Equity Shareholders as on the Specified Date i.e. 17.04.2002 of "SCL" and Unregistered persons who own the Equity share(s) of SCL excluding parties to the Share Purchase Agreement.

 

 

 

 

1.       DISCLAIMER CLAUSE

 

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI.  THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS.  THIS REQUIREMENT IS TO FACILITATE SHAREHOLDERS OF SHINE COMPUTECH LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER.  SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER/PACS 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 ACQUIRER/PACS IS 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 ACQUIRER/PACS DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY.  IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER ASHIKA CREDIT CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 24.04.2002 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 ACQUIRER/PACS 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 ACQUIRER/PACS.  ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT HIS/HER/THEIR OWN RISK.

 

2.       DETAILS OF THE OFFER

2.1. Background of the Offer

 

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

(b)     The Acquirer and the Persons Acting in Concert had entered into a Share Purchase Agreement on 11^th April 2002 with the Main Promoters namely - Mr. Rajesh Agarwal [3,49,800 shares], Mr. Indermal Agarwal [7,58,100 shares] –both residing at 94/4, 1^st Floor, Sindhi Society, Chembur, Mumbai – 71; Mr. Sushil Sapra [2,00,000 shares] – residing at 1^st Floor, Bungalow No.6, Vikas Park, Deonar, Mumbai – 88 and Associates [14,00,000 shares duly represented by constituted attorney holder Mr. Rajesh Agarwal] [hereinafter referred to as "Transferors"] to acquire in aggregate 27,07,900 fully paid up equity shares of Rs.10/- each [Mr. K. Sudhir Rao - 10,68,000 shares, Mr. K. Suhan Rao - 9,89,900 shares and Mr. J. Thirupathi Rao – 6,50,000 shares] representing in aggregate 53.46% of the voting capital and 27.80% of the subscribed capital of Shine Computech  Limited at a price of Rs.2/- per share ("Negotiated Price") payable in cash (“The Acquisition”).

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

                                 I.      The Transferors have offered to sell the said 27,07,900 Equity shares of Shine Computech Limited to the Transferees and the Transferees agreed to purchase the said shares from the Transferors at a price of Rs. 2.00 per fully paid up Equity Share for the total consideration amount of Rs. 54,15,800 (Rupees Fifty Four Lakh Fifteen thousand and Eight hundred only).

                               II.      The Transferors shall pay the total consideration amount as under: -

Date	Amount in Rs.
22nd April 2002	5,00,000
18th July 2002	5,00,000
30th November 2002	11,00,000
28th February 2003	15,00,000
30th April 2003	18,15,800
Total:	54,15,800

 

                              III.      The Transferors hereby indemnify the Transferees for all the liabilities and litigation relating to the Company up to 31.03.2002 that may arise after completion of the Takeover as per SEBI (SAST) Regulations.

                            IV.      The Transferors have absolute right and complete authority to enter into the present transaction and the Transferors are not in any way prevented and there is no legal impediment from entering into the transaction and that they have not been at any time being debarred or prevented from accessing the capital market, by SEBI.

                              V.      This agreement is subject to the compliance of the provisions of the SEBI (SAST) Regulations and the Agreement for sale of the Shares shall not be acted upon by the party of the Second part and parties of the First part incase of non-compliance of any provisions of the SEBI Takeover Regulations.

4. The proposed change in control is consequent to the Agreement whose salient features are described in 2.1 (c) above.
5. The Acquirer/PACs and the Transferees / SCL have confirmed that they have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s.11B of SEBI Act.
6. The Acquirer/PACs will comply with the SEBI (SAST) Regulations and complete the offer formalities irrespective of the compliance or fulfillment or outcome of the share purchase agreement with the Transferors.
7. The Acquirer/PACs has not acquired any shares during the 12 months period prior to the date of the Public Announcement, other than the shares acquired through The Agreement. However, Pioneer Distilleries Limited [Company promoted by Acquirer/PACs] is holding 1,50,000 partly paid-up equity shares of Shine Computech Limited.
8. 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 Mr. K.Sudhir Rao, Mr. K.Suhan Rao and Mr. J.Thirupathi Rao

 

2.2.    Details of the proposed offer:

 

(a)     On 17^th April 2002, the Acquirer/PACs made a Public Announcement of the Offer, which was published in the Newstime – English (all editions), Hindi Milap – Hindi (all editions) and Andhra Prabha – Telugu (Hyderabad edition) in compliance with Regulation 15 (1) of  “the Regulations”. A Corrigendum was also issued in all these newspapers on 18.05.2002 as the mistakes were observed in the name of Special Depository A/c.

(b)     The Acquirer/PACs agreed to acquire from the existing equity shareholders of SCL 19,48,200 equity shares of Rs.10/- each comprising of 5,90,400 fully paid up equity shares of Rs. 10/- at a price of Rs. 4/- per share and 13,57,800 partly paid-up equity shares [Rs. 2.50/- paid-up] at a price of Re. 1/- per share ("Offer Price") representing 20% of the Subscribed Share Capital and 11.66% of the Voting Capital, payable in cash.

(c)     The offer is not subject to any minimum level of acceptances. The Acquirer/PACs will acquire all equity shares of SCL that are tendered in terms of this offer up to a maximum of 19,48,200 equity shares.

(d)     The Acquirer/PACs have 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 17^th April 2002 and a Corrigendum was made on 18.05.2002 is also available on the SEBI website at www.sebi.gov.in.

 

3.       BACKGROUND OF THE ACQUIRER AND PERSONS ACTING IN CONCERT

3.1.  Information about Acquirer and Persons Acting in Concert

 

1.       Mr. K. Sudhir Rao S/o. K. V. Rajeshwar Rao, aged 43 years, residing at of D.No.8-2-674/2/B/8, No.45, Sainagar Housing Society, Road No.13, Banjara Hills, Hyderabad-500 034, is a Postgraduate in Computer Science from USA, having experience in the Distillery and Software Industry. He is the Managing Director and one of the promoters of Raynolds Software Solutions (India) Limited (RSSL).  He has also been instrumental in promoting Pioneer Distilleries Limited (PDL) and he is also a Director in PDL. 

 

2.       His Net worth as on 31^st January, 2002 as certified vide letter dated 14.02.2002 by Mr. P. Subhash, (Membership No: 201414) Chartered Accountant, having office at 1-1-261/29, 2^nd Floor, Opp: Sunanda Hotel, Near Bridge, Chikkadpally, Hyderabad- 500 020 is Rs.50.34 lacs. 

 

3.2   Persons Acting in Concert:

 

1. Mr. K. Suhan Rao

(i). Mr. K. Suhan Rao S/o. K. V. Rajeshwar Rao, aged 37 years, residing at #102, Sagar Society, Road No.2, Banjara Hills, Hyderabad-500 034, is having experience in Distillery Industry.  He is the Managing Director and one of the promoters of Pioneer Distilleries Limited. He is also on the Board of Raynolds Software Solutions (India) Limited (RSSL) as a Whole Time Director.

(ii). His Net worth as on 31^st January, 2002 as certified vide letter dated 14.02.2002 by Mr. P. Subhash, (Membership No: 201414) Chartered Accountant, 1-1-261/29, 2^nd Floor, Opp: Sunanda Hotel, Near Bridge, Chikkadpally, Hyderabad- 500 020 is Rs.33.41 lacs.

 

2.  Mr. J. Thirupathi Rao

(i). Mr. J. Thirupathi Rao, S/o.J.Kishta Rao, aged 36 years; residing at 1-8-702/32/36, Padma Colony, Shankarmut, Nallakunta, Hyderabad-500 044 is a Post Graduate in Commerce and a Microsoft Certified Professional and having knowledge and experience in Information Technology sector. He is the Joint Managing Director of Raynolds Software Solutions (India) Limited (RSSL). 

(ii). His Net worth as on 31^st January, 2002 as certified vide letter dated 14.02.2002 by M/s. Ravi Rao Associates, Chartered Accountants, Plot No.: 51, Flat No. 106, H.No: 1-10-48/A, Ashoka Ornata Apartments, Street No:2, Ashok Nagar, Hyderabad- 500 020 [Membership No: 87995 (N.Ravi Rao - Partner)] is Rs.35.39 Lacs.

3.       Mr. K. Sudhir Rao is brother of Mr. K. Suhan Rao and Mr. J. Thirupathi Rao is a business partner.

4.       The Acquirer/PACS has promoted companies which are not participating in the proposed acquisition of Shares in SCL, the particulars of which are given as under: -

a)       Raynolds Software Solutions (India) Limited (RSSL), an unlisted company, incorporated on 09.02.2000 and certificate of Commencement of Business was obtained on 16.02.2000 under the Companies Act, 1956. It is engaged in delivering high-end solutions on platforms like Unix, Linux, Windows NT Server and Windows 2000, Oracle, SQL, Visual Basic, VC++ etc. The office is located at 7-1-19/3, Kundanbagh, Begumpet, Hyderabad - 500016.

 

Brief financials based on Audited Accounts since its incorporation are given below:

   (Rs. In Lacs)

Particulars	31.12.2001 [Un-audited]	31.03.2001
Equity Share Capital	96.68	96.68
Share Application Money	52.86	3.00
Reserves (excluding revaluation reserves)	11.42	8.75
Total Income	39.12	36.08
Profit After Tax (PAT)	2.67	8.75
Earnings Per Share (EPS)	0.37*	0.91
Net Asset Value [NAV] per share	10.75	10.86

* Annualized

                  The Company is not a Sick Industrial Company.

 

b)       Pioneer Distilleries Limited (PDL), a listed company, incorporated on 25.11.1992 and certificate of Commencement of Business was obtained on 30.03.1993 under the Companies Act, 1956. It is engaged in manufacturing of industrial alcohol.  The Registered office is located at Balapur Village, Dharmabad Taluk, Nanded District, Maharashtra - 431809. The shares of PDL are listed at Pune and Mumbai Stock Exchanges.

 

 

 Based on Audited Accounts for the last 3 years are given below:

                                                (Rs. In Lacs)

Particulars	31.12.2001 [Un-audited]	31.03.2001	31.03.2000	31.03.1999
Equity Share Capital	844.28	844.28	844.28	686.48
Reserves (excluding revaluation reserves)	93.86	93.86	93.86	94.26
Total Income	1419.91	1429.36	482.57	NIL
Profit After Tax (PAT)	(185.42)	(184.39)	(341.30)	NIL
Earnings Per Share of Rs. 10/- each (EPS)	Negative	Negative	Negative	NIL
Net Asset Value [NAV] per share	3.69	5.85	6.62	10.84

 

The Company is not a Sick Industrial Company.

 

5.       The Acquirer/PACs has complied with applicable provisions of Chapter II of SEBI (SAST) Regulations 1997.

 

6.       The Acquirer/PACs do not hold any positions on the Board of Directors of any other listed company expect as mentioned above.

 

7.       Mr. K. Sudhir Rao is Managing Director of Raynolds Software Solutions (India) Limited; Mr. K.Suhan Rao is a whole time Director of Raynolds Software Solutions (India) Limited and Managing Director of Pioneer Distilleries Limited and Mr. J.Tirupathi Rao is a joint Managing Director of Raynolds Software Solutions (India) Limited.

 

8.       The Acquirer/PACs have not entered into any formal agreement with respect to the present acquisition and are acting together under an informal understanding.

 

3.3.  Intention & Object of the Offer:

 

1.       The Acquirer/PACs plans to intensify R&D efforts of SCL, so as to enlarge its software development activities and increase its range of services that it presently provides. Further, they also plan to concentrate on the software exports of the company. The resources for implementing the above plans will be met out of internal accruals and through borrowings from Banks/FIs.

2.       The Acquirer/PACs by virtue of their technical expertise and experiences in the related activities are better placed to turn the company more profitable.

3.       The Acquirer/PACs do not have any plan to dispose of or otherwise encumber any assets of SCL in the next two years, except in the ordinary course of business. It will be for the Board of Directors of SCL to take appropriate decisions in these matters, as per the requirements of business.  Such decisions will be governed by the provisions of the Regulations or any other applicable Act or other legislation at the relevant time.

4.       The Acquirer/PACs will change the composition of the Board after the change in control of the Target Company.

3.4.  Option in Terms of Regulation 21(3)

 

1.       In case the Public share holding falls to 10% or less, after the Offer, the Acquirer/PACs in compliance with Regulation 21(3) of the Regulation, will seek to comply with the listing requirements by disinvestments through an offer for sale and/or by making a fresh issue of capital to the public which shall open within a period of 6 months from the date of closure of this offer.

2.       As per Article 75 of the Articles of Association of the company, no voting rights are exercisable on the shares on which calls or other sums presently payable have not been paid and therefore 46,75,800 partly paid-up shares have not been considered for purpose of voting rights.

 

 

 

 

4.        BACKGROUND OF SHINE COMPUTECH LIMITED

 

4.1.  Brief History and Main Areas of Operations:

 

1.       Shine Computech Limited (SCL) was originally incorporated on 14^th February 1996 as Ravraj International Limited and subsequently changed its name to Shine Computech Ltd and obtained a fresh certificate of incorporation from the Registrar of Companies, Maharashtra on 14^th January 2000. The Registered office of the company has been shifted to the state of Andhra Pradesh from Maharashtra vide CLB order No. 62/17/CLB/WR/2002/4106 dated 6^th February 2002 and is at present situated at 7-1-19/3, Kundanbagh, Begumpet, Hyderabad- 500 016. The Company came out with its maiden Public Issue during September 2000 for expansion of software development facilities, development of software production, meeting the requirement of working capital etc.

2.       The Authorised Share Capital of SCL is Rs. 1150 lacs and its Paid-up share capital is Rs. 623.395 lacs comprising of 50,65,000 Fully paid-up Equity Shares of Rs. 10/- each and 46,75,800 Partly paid-up Equity shares of Rs.10/- each (Rs.2.50/- paid-up).

3.       SCL is engaged in software development and consultancy of computer software specializing in web-based, client server and object oriented technologies.

 

4.       The Equity Shares of SCL are listed on The Pune Stock Exchange Limited [PSE], The Hyderabad Stock Exchange Limited [HSE] and The Stock Exchange, Ahmedabad [ASE].

 

4.2   Share Capital Structure of SCL:

 

Paid-up equity shares	No. of Shares/Voting rights	% Shares/Voting Rights
Fully Paid-up Equity shares	50,65,000/50,65,000	52%/100%
Partly Paid-up Equity shares *	46,75,800/NIL	48%/0%
Total paid-up Equity shares	97,40,800/50,65,000	100%/100%

 

* As per Article 75 of the Articles of Association of the company, no voting rights are exercisable on the shares on which calls or other sums presently payable have not been paid. The calls for allotment money have been made but amount is in arrears.

.

4.3   There are no outstanding convertible instruments such as warrants/FCDs/PCDs etc.

 

4.4   SCL has confirmed that it has:

 

a.       Paid the listing fees to the PSE, HSE and ASE till date.

b.       Filed Audited Annual Results up to 31^st March 2001 with all the three Stock Exchanges.

c.       Filed its Distribution Schedule and Quarterly Results (Provisional) up to 31.12.2001 with all the three Stock Exchanges.

d.       Addressed all investor complaints as and when received.

e.       As per the information’s available, SCL has complied with the Listing requirements and no punitive actions were taken against it by any of the Stock Exchanges.

 

4.5   Present Composition of the Board of Directors of SCL:

As on the date of Public Announcement [17.04.2002], the Directors representing the Board of SCL were:

 

 

 

Name(s) of Director(s)	Residential Address (es)	No. of shares held as on P.A. [i.e.17.04.2002]	No. of shares sold through Agreement dated [i.e.11.04.2002]
Mr. Rajesh Agarwal [022-5222549]	94/4, Sindhi Society, Chembur, Mumbai- 400 071	4,75,000	3,49,800
Mr. Indermal Agarwal [022-5222549]	94/4, Sindhi Society, Chembur, Mumbai- 400 071	4,41,900	7,58,100
Mr. Sushil Sapra [022-7664534]	Bungalow No.6, Vikas Park, Deonar Mumbai- 400 088	8,49,800	2,00,000
Mr. Divyesh Shah [022-2520564]	Bldg. No. 5, Flat No. 402, 4th Floor, Seawoods NRI Complex, Nerul, Navi Mumbai.	NIL	NIL
Mr. A. Chandrashekhar [022-4947089]	Pratibha, Flat No. 507, 5th Floor, Worli Sea Face, Worli Mumbai	NIL	NIL

 

4.6   There was no trading of the shares of SCL as on 17^th April 2002 i.e. the date of Public Announcement.

4.7   The Promoters/Sellers/Target Company [SCL] has complied with the relevant regulations under Chapter II of the SEBI (SAST) Regulations 1997. There are no other major shareholders in the Target Company.

4.8   There has been no merger / demerger or spin off involving SCL since the Company’s listing. There is no change in the name of the company since listing.

 

4.9   Financial Information:

 

Brief Audited financial details of SCL for the past 3 years and Un-audited results up to 31.12.2001 are furnished as under:

                                                                                                            (Rs. in Lacs)                

Profit & Loss Statement For the year/period ended	31.12.2001 (Un-audited)	31.03.2001 (Audited)	31.03.2000 (Audited)	31.03.1999 (Audited)
Income from Operations	155.07	385.21	224.94	187.87
Other Income	0.42	0.59	0.23	0.13
Total Income	155.49	385.80	225.17	188.00
Total Expenditure	153.79	365.88	216.77	183.52
PBIDT	42.42	28.26	11.08	7.18
Depreciation	40.72	8.34	2.68	2.70
Profit Before Tax	1.70	19.92	8.40	4.48
Profit After Tax	1.58	18.42	7.40	4.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          

(Rs. in lacs)

Balance Sheet Statement as at	31.12.2001 (Un-audited)	31.03.2001 (Audited)	31.03.2000 (Audited)	31.03.1999 (Audited)
SOURCES OF FUNDS:
Paid up Share Capital	623.39	623.38	300.00	300.00
Reserves and Surplus (Excluding Revaluation Reserves)	196.89	195.31	15.19	7.79
Secured Loans		--	--	--
Unsecured Loans		--	--	--
Total Sources of Funds	820.28	818.69	315.19	307.79
APPLICATION OF FUNDS:
Net Fixed Assets	291.20	331.92	17.18	19.87
Investments	--	--	--	--
Net Current Assets	479.32	443.36	293.33	282.46
Deferred Revenue Expenditure	27.49	20.36	--	--
Misc. Exp. (to the extent not written off)	22.27	23.05	4.68	5.46
Total Application of Funds	820.28	818.69	315.19	307.79
OTHER FINANCIAL DATA:
Net Worth	770.52	775.28	310.51	302.33
Dividend (%)	NIL	NIL	NIL	NIL
EPS (Rs)	0.03@	0.30	2.47	1.49
Return on Networth	0.27%	2.38%	2.38%	1.48%
Book Value per share (Rs.)	11.65	11.56	10.35	10.08

@: - Annualized

 

4.10.A).  Pre and Post-Offer Shareholding Pattern of SCL (Based on Subscribed Capital)

Shareholders’ Category	(A) Share holding prior to the Agreement/acquisition and Offer		(B) Shares agreed to be acquired which triggered off the Regulation		(C) Shares to be acquired in open Offer (Assuming full acceptances)		(D) Share holding after Acquisition and Offer (A+B+C)
	No. of shares	%	No. of shares	%	No. of shares	%	No. of shares	%
1. Promoter Group a)       Parties to Agreement b)       Promoter other than (a) above	30,74,600   Nil	31.56   Nil	(13,07,900)   Nil	(13.42)   Nil	Nil   Nil	Nil   Nil	17,66,700   Nil	18.14   Nil
TOTAL 1 (a + b)	30,74,600	31.56	(13,07,900)	(13.42)	NIL	NIL	17,66,700	18.14
2. Acquirer/PACs a. Sh. K. Sudhir Rao b. Sh. K.Suhan Rao c. Sh. J.T.Rao	Nil Nil             Nil	Nil Nil Nil	10,68,000 9,89,900 6,50,000	10.96 10.16 6.67	4,84,000 5,62,100 9,02,100	4.97 5.77 9.26	15,52,000 15,52,000 15,52,100	15.93 15.93 15.94
3. Parties to Agreement (other than 1(a) & 2)	14,00,000	14.37	(14,00,000)	(14.37)	Nil	Nil	Nil	Nil
4.Public (Other than 1 to 3) a. FIs/NRIs/MFs/FIIs/ Banks/SFIs b. Others	Nil 52,66,200	Nil 54.06	Nil Nil	Nil Nil	Nil (19,48,200)	Nil (20.00)	Nil 33,18,000	Nil   34.06
TOTAL 4 (a + b)	52,66,200	54.06	Nil	Nil	(19,48,200)	(20.00)	33,18,000	34.06
5.GRAND TOTAL (1+2+3+4)	97,40,800	100.00	Nil	Nil	Nil	Nil	97,40,800	100.00

 

 

4.10. B). Pre and Post-Offer Shareholding Pattern of SCL (Based on Voting Capital)

Shareholders’ Category	(A) Share holding prior to the Agreement/acquisition and offer		(B) Shares agreed to be acquired which triggered off the Regulation		(C) Shares to be acquired in Open offer (Assuming full acceptances)		(D) Share holding after acquisition and offer (A+B+C)
	No. of shares	%	No. of shares	%	No. of shares	%	No. of shares	%
1. Promoter Group a.Parties to Agreement b.Promoter other than (a) above	30,74,600   Nil	60.70   Nil	(13,07,900)   Nil	(25.82)   Nil	Nil   Nil	Nil   Nil	17,66,700   Nil	34.88   Nil
TOTAL 1 (a + b)	30,74,600	60.70	(13,07,900)	(25.82)	Nil	Nil	17,66,700	34.88
2. Acquirer/PACs a. Sh. K. Sudhir Rao b. Sh. K.Suhan Rao c. Sh. J.T.Rao	Nil Nil             Nil	Nil Nil Nil	10,68,000 9,89,900 6,50,000	21.09 19.54 12.83	31,500 1,09,500 4,49,400	0.62 2.17 8.87	10,99,500 10,99,400 10,99,400	21.71 21.71 21.70
3. Parties to Agreement (other than 1(a) & 2)	14,00,000	27.64	(14,00,000)	(27.64)	Nil	Nil	Nil	Nil
4.Public (Other than 1 to 3) a. FIs/NRIs/MFs/FIIs/ Banks/SFIs b. Others	Nil 5,90,400	Nil 11.66	Nil Nil	Nil Nil	Nil (5,90,400)	Nil (11.66)	Nil Nil	Nil Nil
TOTAL 4 (a + b)	5,90,400	11.66	Nil	Nil	(5,90,400)	(11.66)	Nil	Nil
5.GRAND TOTAL (1+2+3+4)	50,65,000	100.00	Nil	Nil	Nil	Nil	50,65,000	100.00

 

4.11 There are 2415 Equity Shareholders under Public category.

 

5.  OFFER PRICE & FINANCIAL ARRANGEMENTS

5.1.  Justification of offer Price:

 

1. The shares of SCL are listed on HSE, ASE & PSE. The shares of the company are not traded on any stock exchange under Permitted Category.

 

2. The annualized trading turnover during the preceding 6 calendar months ending 31^st March 2002 prior to the month in which the P.A. is made in each stock exchange is as under: -

 

Name of Stock Exchange(s)	Total no. of shares traded during the 6 calendar months prior to the month in which PA was made.	Total No. of listed Shares	Annualized Trading turnover (in terms of % to total listed shares)
HSE	1,44,411	97,40,800	2.97
ASE	NIL	97,40,800	NIL
PSE	NIL	97,40,800	NIL

 

    Source: Data Obtained from the Stock Exchanges

 

 

 

 

 

3. The shares of the Target Company are deemed to be most frequently traded on HSE in terms of Regulations and the minimum offer price is highest of all the following prices:

 

Sl.No.	Particulars
a.	Negotiated price under the Agreement	Rs. 2.00 per share
b.	Highest price paid by the Acquirer/PACs for any acquisitions, including by way of allotment in a public or rights issue during the 26 week period prior to the date of Public Announcement (excluding negotiated price)	NIL
c.	Price Paid by the Acquirer/PACs under a Preferential        allotment made at any time during the 12-months period upto the date of closure of the offer.	NIL
d.	The average price calculated as per Regulation 20(2)(d) during the 26 weeks preceding the date of PA on the HSE where the shares are most frequently traded	Rs.3.41*

 

* The Average of weekly high and low of the closing prices of the shares of SCL on HSE during the 26 weeks prior to the date of Public Announcement is Rs. 3.41 per share, which has been arrived at as follows:

 

Week No.	Week ending	Week High Closing Price (Rs.)	Week Low Closing Price (Rs.)	Average (Rs.)	Volume (No. of Shares)
1.	19.10.01	No Quote	---	---	---
2.	26.10.01	No Quote	---	---	---
3.	02.11.01	No Quote	---	---	---
4.	09.11.01	No Quote	---	---	---
5.	16.11.01	No Quote	---	---	---
6.	23.11.01	No Quote	---	---	---
7.	30.11.01	9.85	8.50	9.18	1510
8.	07.12.01	7.85	5.25	6.55	6690
9.	14.12.01	4.50	3.50	4.00	12200
10.	21.12.01	4.00	3.10	3.55	21700
11.	28.12.01	2.65	2.40	2.53	16500
12.	04.01.02	2.60	2.45	2.52	7000
13.	11.01.02	2.70	2.50	2.60	3800
14.	18.01.02	2.60	2.50	2.55	8000
15.	25.01.02	2.65	2.30	2.48	28500
16.	01.02.02	2.70	2.40	2.55	35611
17.	08.02.02	No Quote	---	---	---
18.	15.02.02	2.50	2.40	2.45	950
19.	22.02.02	2.60	2.60	2.60	1000
20.	01.03.02	2.60	2.60	2.60	200
21.	08.03.02	No Quote	---	---	---
22.	15.03.02	no quote	---	---	---
23.	22.03.02	2.50	2.40	2.45	700
24.	29.03.02	2.50	2.50	2.50	50
25.	05.04.02	No Quote	---	---	---
26.	12.04.02	No Quote	---	---	---

Source: Stock Exchange

 

 

 

 

4.  As the annualized trading turnover (by number of shares) at PSE and ASE is less than 2% of the total number of listed shares of the target company, the shares of SCL are deemed to be infrequently traded at the said Stock Exchanges. The Offer Price of Rs.4/- (Rupees Four Only) per fully paid-up equity share and Re.1/- per partly Paid-up Equity Shares is justified in terms of Regulation 20(3) of the SEBI (SAST) Regulations, 1997 as it is the highest of the following: -

 

Sl.No.	Particulars
a.	The Negotiated price under the Agreement		Rs. 2.00 per share
b.	Highest price paid by the Acquirer/PACs for any acquisitions, including by way of allotment in a public or rights issue, if any, during the 26 weeks period prior to the date of public announcement (excluding negotiated price)		NIL
c.	The price Paid by the Acquirer/PACs under a Preferential             Allotment made at any time during the 12-months period Up to the date of closure of the offer.		Nil
d.	Other parameters including:   i.         Return on Net worth ii.    Book Value (per share) iii.   EPS (per share)      iv.   P/E based on Offer Price          of Rs.4.00 per share v.   Industry Average P/E multiple #	31.12.2001 [Un-audited] 0.27% 3.90* 3 paisa   133.33 27.40	31.03.2001 [Audited] 2.38% 11.56 0.30

* On Net Realizable Assets Method Basis

# [Source – Dalal Street, Volume XVII No. 2, Dated January 13, 2002, Industry: Computer – Software]

 

NOTE: -

As on 31.12.2001, the Net worth of the company taking into consideration the concept of a ‘‘Going Concern’’ is Rs. 770.52 lacs and the Book Value as disclosed above is Rs. 11.65 per share. However, the Realizable Book Value of the Assets of the Company has been arrived at after considering certain amount of adjustment against the Net worth of the Company. Sewlani & Associates [Mr. Rajesh Sewlani – Proprietor], Chartered Accountant having office at T4-94, Parasrampuria Tower, Lokhandwala Complex, Andheri (W), Mumbai – 400 053 (Membership No. 47441) have certified vide their certificate dated 15.04.2002 that the Book Value per share on Net Realizable Assets Method basis of Shine Computech Limited as on 31.12.2001 is Rs. 3.90 per share which has been arrived at as given below:

 

The detailed breakup of the Book Value as on 31.12.2001 is as under:                  (Rs. in lacs)

Particulars	Value of Assets as per Books of Accounts	Value of Assets on Net Realizable Basis
A. Net Fixed Assets	291.20	76.08
B. Investments	--	---
C. Net Current Assets	479.32	167.27
Total (A+B)	770.52	243.35
Less: Long Term Liabilities	---	NIL
Net Total	770.52	243.35
Book Value Per Share (Rs.)	11.65	3.90

 

The details of the assets are as under:

A.      Net Fixed Assets:                                                                                      (Rs in Lacs)

S.No	Fixed Assets	Book Value	Realizable Value
1)	Computers	278.08	69.52
2)	Furniture & Equipment	10.28	5.14
3)	Office Equipment	2.84	1.42
	TOTAL	291.20	76.08

 

 

B. Net Current Assets:

                                                (Rs. in lacs)

S.No	Particulars		Book Value	Realizable Value
	Current Assets:
1)	Inventories		93.23	46.62
2)	S. Debtors		205.57	61.81
3)	Cash & Bank Balances		23.50	23.50
4)	Other Current Assets		43.37	10.84
5)		Loans & Advances	154.13	46.24
	TOTAL		519.80	189.01
Less	Current Liabilities		37.47	18.74
	Provisions		3.00	3.00
	Net Current Assets		479.33	167.27

 

5.       In the opinion of the Manager to the Offer and the Acquirer/PACs, the Offer Price of Rs.4/- per fully paid-up equity share and Re.1/- per partly paid-up equity share is justified.

6. If the Acquirer / PACs acquire shares of the Target Company after the date of Public Announcement up to 7-working days prior to the closure of the offer at a price higher than the offer price, then the highest price paid for such acquisition shall be payable for all the valid acceptances received under this Offer.
7. The Acquirer/PACs would be responsible for ensuring compliance with the Regulations for the consequences arising out of the acquisition of shares, if any, made after the date of Public Announcement (i.e. 17.04.2002) in terms of Regulation 20(4) of the Regulations. However, no such acquisition shall be made by the Acquirer/PACs during the last seven working days prior to the closure of the offer i.e. 19.06.2002 to 28.06.2002.

 

5.2 Details of Firm Financial arrangements:

 

1. The Total Financing Resources required to fulfill the offer is Rs. 37,19,400 (Assuming full acceptances) and the same is computed as follows:

 

Sl.No.	Particulars	Equity Share
1.	The total number of issued Shares	97,40,800
2.	Total number of shares fully paid-up [Rs. 10/- per share]	50,65,000
3.	Total number of shares partly paid-up [Rs. 2.50 paid-up]	46,75,800
4.	Less: No of shares fully paid for which an agreement has been entered into by Acquirer/PACs	27,07,900
5.	Total number of fully paid-up shares available outside [other than parties to the agreement]	5,90,400
6.	Total shares that may be received and accepted in this offer	19,48,200
7.	Consideration payable for fully paid-up shares @Rs. 4/- per share	23,61,600
8.	Consideration payable for partly paid-up shares @ Re. 1/- per share	13,57,800
9.	Maximum total consideration payable	37,19,400

 

2. The Acquirer/PACs, in terms of Regulation 28 (2) have created an Escrow Account by way of       deposit of cash in Global Trust Bank Limited and the details are given below:

1.	Name of the Bank	Global Trust Bank Limited
2.	Address	8-2-629, Siva Sivani Public School E.C., Road No: 13, Banjara Hills Branch, Hyderabad – 34
3.	Amount	Rs. 9,30,000

 

3.       The Manager to the Offer, ACCL has been empowered by the Acquirer/PACs to Operate the said escrow account solely and accordingly the Global Trust Bank Limited have issued a letter dated 11.04.2002 in favour of Manager to the Offer confirming the same. 

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

 

5.       The Acquirer/PACs has made firm financial arrangements for the implementation of the offer in full from their own domestic sources, which includes their personal savings and loans from their friends and relatives and not through Bank loans, FIIs or foreign sources i.e. NRIs or Otherwise. Mr. P. Subhash, Chartered Accountant, having office at 1-1-261/29, 2^nd Floor, OPP: Sunanda Hotel, Near Bridge, Chikkadpally, Hyderabad- 500 020 (Membership No: 201414) has certified vide letter dated 11.04.2002 that sufficient resources are available with the Acquirer/PACs for fulfilling the obligations under this "Offer" in full.

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

6.       TERMS AND CONDITIONS OF THE OFFER

 

1. The Letter of Offer together with Form of Acceptance cum Acknowledgement will be mailed to the shareholders of SCL whose names appear on the register of members of SCL and the beneficial owners of the shares of the Target Company whose names appear on the beneficial records of the respective depositories, at the close of business on April 17^th 2002 (the "Specified Date").
2. Shareholders who wish to tender their shares will be required to send the Form of Acceptance cum Acknowledgement, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer: - Bigshare Services (P) Ltd, E-2/3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Andheri (E) Mumbai - 400072, either by hand delivery on weekdays between (10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.) or by registered post so as to reach on or before the close of the Offer, i.e. June 28^th 2002 in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.
3. The Registrar to the Offer has opened a special depository account with IDBI Bank, styled “ Bigshare Services Pvt. Ltd. – Escrow A/c Open Offer of Shine Computech Limited". The DP ID is IN 300450 and Beneficiary ID is 11075026. Shareholders having their beneficiary account in CDSL have to use Inter depository delivery instruction slip for the purpose of crediting their shares in the favour of the special depository account with NSDL.

 

4. Beneficial owners (holders of shares in Dematerialised Form) who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instructions in "off-market" mode or counterfoil of the delivery instruction in "off-market" mode, duly acknowledged by the Depository Participant ("DP"), in favour of the special depository account, to the Registrar to the Offer either by hand delivery on weekdays between (10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.) or by registered post, on or before the close of the Offer, i.e. June 28^th 2002, in accordance with the instructions to be specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.

 

5. All owners of shares, registered or unregistered (who own the shares any time prior to the closure of the Offer) are eligible to participate in the Offer except parties to the agreement and Pioneer Distilleries Limited. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating the name, address, number of shares held, number of shares offered, distinctive numbers, folio number, together with the original share certificate(s), valid transfer deeds and the original contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

 

6. In case of non-receipt of the Letter of Offer, the eligible persons may send their consent to the Registrar to the Offer, on a plain paper stating the name, address, number of shares held, distinctive number, folio number and number of shares offered, along with documents as mentioned in paragraph 5 above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. June 28^th 2002 in case of beneficial owners, they may send the application in writing to the Registrar to the Offer, on a plain paper stating the name, address, number of shares held, number of shares tendered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in "off-market" mode or counterfoil of the delivery instruction in "off-market"

 

 

mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e. June 28^th 2002.

 

7. The Registrar to the Offer will hold in trust the share certificates, shares lying in credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer form/s on behalf of the shareholders of SCL who have accepted the Offer, till the cheques/ drafts for the consideration and/or the unaccepted shares/share certificates are despatched/returned.

 

8. Share certificates, transfer forms and other documents in respect of shares not accepted under the Offer, if any, will be returned by registered post at the 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 owners' depository account with the respective DP as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement.

 

9. In case the number of shares validly tendered in the Offer by the shareholders of SCL are more than the shares to be acquired in this Offer, then the Acquirer/PACs will accept shares on a proportionate basis subject to a minimum of 100 Shares, or the entire holding if less than 100 shares from each shareholder accepting this Offer, as per the provisions of the Regulations. The rejected applications/documents will be sent by Regd. Post.

 

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

 

11. As per Article 75 of the Articles of Association of the company, no voting rights are exercisable on the shares on which calls or other sums presently payable have not been paid. 

 

12. The Payment for the acquisition of the shares will be made by the Acquirer/PACs in cash through a crossed Demand Draft/Pay order, to the equity shareholders of SCL whose equity share certificates and other documents are found in order and accepted, within 30 days from the date of closure of the Offer. The Acquirer/PACs undertake to pay interest Pursuant to Regulation 22 (12) to the shareholders for the delay, if any, in payment of consideration.

 

13. The Acquirer/PACs will make the requisite application to the Reserve Bank of India ("RBI") to obtain permission under the Foreign Exchange Management Act, 1999 ("FEMA") and subsequent amendments there to for acquiring shares from the Non Resident/NRI/FII/OCB shareholders of SCL.

 

14. The Acquirer/PACs does not require any other statutory approvals for the purpose of the Offer.

 

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

 

16. Accidental omission to despatch this Offer Document to any person to whom this Offer is made or the non-receipt or delayed receipt of this Offer Document by any such person will not invalidate this Offer in any way.

 

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

 

 

 

 

 

7.       PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

 

1.  Procedure for accepting the offer:

The Shareholder(s) of SCL 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: -

 

      BIGSHARE SERVICES PVT LTD

      E-2, Ansa Industrial Estate, Saki Vihar Road,

      Sakinaka, Andheri(E), Mumbai- 400 072.

      Tel: 022-8523474/8560652-53

      Fax: 022-8525207

Acceptances may be sent by Registered Post or by hand so as to reach the Registrars on or before 28^thJ June 2002.  Shareholders may send their acceptances by hand accordingly.

 

Working Days	Timings	Mode of Delivery
Monday –Friday	10.00 a.m. to 1.00 p.m. and  2.00p.m. to 4.00 p.m.	Hand Delivery
Saturday	10.00 a.m. up to 2.00 p.m.	Hand Delivery

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

 

2. Shareholders are advised to ensure that the Form of Acceptance cum Acknowledgement and other relevant documents are complete in all respects, otherwise the same is liable to be rejected. In the case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account, before the closure of the Offer. The form of Acceptance cum Acknowledgement of such demat shares not credited in favour of the special depository account, before the closure of the Offer will be rejected.

 

3. For Equity Shares held in physical form:-

 

Registered Shareholders should enclose:

i) 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.

ii). Original Share Certificate(s)

iii). Valid Share Transfer form(s) duly signed as transferors by all the registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with SCL 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 SCL 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:

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

ii). Original Share Certificate(s)

iii). Broker Contract Note in Original.

iv). Valid Share Transfer form(s) as received from the market. All other requirements for valid transfer (including matching of signatures) will be pre-conditions for valid acceptance.

No indemnity is required from unregistered shareholders.

The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirers as buyer will be filled by the Acquirer upon verification of the Form of Acceptance and the same being 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, Bigshare Services Pvt. Limited, have opened a special depository account in NSDL with IDBI Bank styled “Bigshare Services Pvt. Limited  - Escrow A/c Open Offer of Shine Computech Ltd”. The details of the Special depository account are as under: -

 

DP Name IDBI Bank Ltd; DP ID IN 300450; Client ID 11075026

 

Beneficial Owners should enclose:

i). Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository Participant (DP)

ii). Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP.

iii). For each delivery instruction, the beneficial owner should submit a separate Form of Acceptance.

iv). All beneficial owners maintaining account with CDSL 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 Acquirer/PACs or SCL.

 

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 close of the Offer, i.e. June 28  2002 (Friday) 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 close of the Offer, i.e. June 28 2002 (Friday).

 

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 close of the Offer i.e. June 28 2002 (Friday).

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. 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.

 

9. 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.

 

8.       DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the office of the Manager to the Offer at 408, Taramandal Complex, Near Secretariat, Saifabad, Hyderabad – 500 004, on any working day between 10.00a.m to 2.00p.m during the period the Offer is open i.e., from 30^th May 2002 to 28^th June 2002:

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

                            ii)          Chartered Accountant’s Certificate dated 14.02.2002 certifying the Net worth of the Acquirer and PACs.

                          iii)          Chartered Accountant’s Certificate dated 11.04.2002 certifying the adequacy of financial resources with Acquirer/PACs to fulfill the open offer obligations.

                           iv)          Audited Annual reports of SCL for the last 3 years ended 31.03.1999, 31.03.2000 & 31.03.2001 and un-audited for the period ended 31.12.2001.

                            v)          A letter dated 11^th April 2002 for the amount kept in the Escrow Account and empowering Solely the Manager to the Offer to operate it.

                           vi)          Copy of the Agreement between Acquirer/PACs &Transferors dated 11^th April 2002, which triggered off the offer.

                         vii)          A Published copy of the Public Announcement and a Corrigendum made on 17^th April 2002 and 18^th May 2002 respectively.

                        viii)          A copy of the letter-dated 14.05.2002 bearing no. TO/AS/8241/02 from SEBI in terms of Provisions of Regulation 18(2).

                          ix)          Audited Annual Reports and Un-audited financials of Associate concerns of the Acquirer /PACs for the years mentioned in this Letter of Offer.

                           x)          Other relevant documents such as;

a.    Copies of Power of Attorney by the "Persons Acting in Concert" (Mr.K. Suhan Rao and Mr. J. Thirupathi Rao) dated 11^th April 2002 in favour of Mr. K. Sudhir Rao signing of and to carry out any corrections in Letter of Offer.

b.    Copy of the Memorandum of Understanding between the Acquirer/PACs & the Managers to the Offer, dated 11^th April 2002.

c.    Copy of the Memorandum of Understanding between the Acquirer/PACs & the Registrar to the Offer, dated 11^th April 2002.

 

9.       DECLARATION BY THE ACQUIRER (INCLUDING PACs)

 

Mr. K. Sudhir Rao (Acquirer), Mr. K. Suhan Rao and Mr. J. Thirupathi  Rao  (PACs) 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 the Acquirer and he is duly and legally authorised by PACs to also sign on their behalf.

 

Place: Hyderabad

Date:  20.05.2002                                                                                        K. Sudhir Rao

 

Attached: Form of Acceptance

 

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

Date:

From: -

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

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

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To: -

Registrar to the Offer

Bigshare Services Pvt. Ltd

E-2, Ansa Industrial Estate, Saki Vihar Road,

Sakinaka, Andheri (E)

Mumbai – 400072.

Tel:022 - 8523474/8560652-53

Fax No: 022 - 8525207

 

Dear Sir,

 

Sub:  Open Offer for purchase of 19,48,200 equity shares of SCL by tender, comprising 5,90,400 fully paid up equity shares of Re. 10/- each at a price of Rs.4.00 per share and 13,57,800 partly paid up (i.e.Rs.2.50 paid-up) equity shares at a price of Re. 1.00 per share of SCL representing 20% of its Subscribed Equity Share Capital and 11.66% of Voting Capital by Mr. K.Sudhir Rao [Acquirer] and Mr. K. Suhan Rao and Mr.J. Thirupathi Rao [Persons Acting in Concert]

 

I/We, refer to the Letter of Offer dated 20.05.2002 for acquiring the Equity Share(s) held by me/us in Shine Computech Limited [SCL].

 

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

 

I/We, hereby irrevocably & unconditionally accept the offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my / our shares as detailed below:

 

FOR SHARES HELD IN PHYSICAL FORM:

 

Sl.No.	Regd. Folio Number	Share Certificate Number	Distinctive Numbers	Number of Shares
Total No. of Shares agreed to be sold

 

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

 

FOR SHARES HELD IN DEMAT FORM:

 

DP Name	DP ID	Client ID	No. Of shares	Name of Beneficiary

 

 

 

I/We have carried out an off market transaction for crediting the shares to the special depository account with IDBI BANK in NSDL styled “Bigshares Services Pvt. Limited - Escrow A/c Open Offer of Shine Computech Limited”, whose particulars are:

 

DP Name: IDBI Bank Limited, DP ID Number: IN300450, Beneficiary ID Number: 11075026

 

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

 

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 Acquirer/PACs 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 Acquirer/PACs.

 

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 SHINE COMPUTECH LIMITED  (SCL) 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 Acquirer /PACs makes payment of the purchase consideration as mentioned in the Letter of Offer.  I/We also note and understand that the Acquirer/PACs will pay the purchase consideration only after verification of the documents and signatures.

 

I/We authorise the Acquirer/PACs 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 Acquirer/PACs 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 Acquirer/PACs or the Registrar to the Offer to send by registered post the Draft/Cheque, in settlement of the amount to the sole/first holder at the address mentioned below:

 

 

Yours faithfully,

Signed and delivered:

 

FULL NAME (S) OF THE HOLDERS	ADDRESS OF THE SOLE/FIRST HOLDER	SIGNATURE (S)
First/sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

 

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

 

Place:__________________                                           Date:____________________

 

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

 

Name of the Bank and Branch: ___________________________________________

 

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

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

 

Stamp of Registrar to the Offer   ACKNOWLEDGEMENT SLIP   Received from Mr./Ms/Mrs.:____________________________________________ Address:___________________________________________________________________________________________________________________________________________________________________________ Folio Number__________  DP ID ___________Client ID___________ Number of Share Certificates Enclosed _____________ Certificate Numbers __________________  Total Number of Shares Enclosed___________   Note: All future correspondence, if any, should be addressed to Registrar to the Offer at the address mentioned above.     Signature of the Official   Date of receipt