PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF
SNOWTEMP ENGINEERING COMPANY LIMITED
This Public Announcement is being issued by Doogar &
Associates Limited, ("D&A Ltd."), Manager to the Offer, on behalf of Mrs.
Anila Mahajan, Mr. Lalit Mahajan, Mr. Nitin Mahajan, Mr. Jatin Mahajan, Lalit
Mahajan Family Trust, M/s Lalit Mahajan & Sons (HUF), M/s. Lalit Nitin
Mahajan (HUF) and M/s. Lalit Jatin Mahajan(HUF), M/s. J. Mitra & Sons (HUF)
pursuant to and in compliance with Regulation 11 of Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 and subsequent amendments thereto ("Regulations").
I .The Offer
a.The Acquirers are making an Offer to acquire 30,107 equity
shares ("shares") of Rs. 10/- each fully paid up representing 10.04% of the paid
up/ voting equity share capital, of "Snowtemp Engineering Company Limited"
("SECL/ the Target Company") at a price of Rs.30/- (Rupees thirty only) per
fully paid up equity share ("Offer Price") payable in cash subject to the terms
and conditions mentioned hereinafter.
b.As on date of this Public Announcement, the Acquirers are
holding 2,69,893 equity shares of Rs.10/- each, representing 89.96 % of the paid
up share/voting capital of SECL.
c.Presently the Acquirers are holding 89.96% of equity shares
of Rs. 10/- each fully paid up share/voting capital of SECL and assuming the
full acceptance of shares i.e. 30,107 equity shares (representing 10.04% of the
total equity shares capital of SECL) in the offer to be made, the Acquirers will
be holding 3,00,000 equity shares of the paid up /voting capital of SECL
representing 100 % of subscribed and issued /voting capital.
d.The shares of SECL are listed/ permitted to trade on the
Delhi Stock Exchange (DSE) and Calcutta Stock Exchange (CSE).
e.In terms of Regulation 20(5) of the Regulations, the shares
of SECL were infrequently traded on DSE and CSE during the relevant period i.e.
during six months preceding the date of this Announcement. Hence, the offer
price is determined by the Acquirers and the Merchant Banker as per Regulation
20(5) of the SEBI (SAST) Regulations after taking into account other parameters
including Return on Net-Worth, Book Value of the shares, Earning per Share,
Price Earning multiple. The offer price in terms of Regulation 20(11) of SEBI
(SAST) Regulations is justified.
f.The Offer is not subject to any minimum level of acceptances
from shareholders.
g.Acquirers can revise the offer price (Regulation 26 of SEBI
(SAST) Regulations 1997) till 25.12.2002, being the last date of revision viz. 7
working days prior to offer closure date and the same would be informed by way
of Public Announcement in the same newspapers where the original public
Announcement has appeared. Such revised Offer Price would be payable for all the
shares tendered any time during the offer.
h.The Acquirers have not acquired any shares in the past
twelve months prior to the date of this Public Announcement.
II. Information on the Acquirers
i.Mrs. Anila Mahajan W/o Lalit Mahajan is a resident of N-118,
Greater Kailash, Part-1, New Delhi. She is having a net worth of
Rs.12,80,13,292/- (Rupees twelve crores eighty lacs thirteen thousand two
hundred and ninety two only) as on 30.06.2002 duly certified by Shri M.R.
Agarwal (Membership No. 15957) of M/s M. Ram & Co., Chartered Accountants,
210- C.A. Chambers, 18/12 W.E.A., Karol Bagh, New Delhi-110 005 vide his
certificate dated 07.08.2002. She is holding whole time directorship in J Mitra
& Company Limited. Besides she is also holding directorship in the following
companies:
- Mitra Industries Ltd.
- Mitra Consultants Pvt. Ltd.
- Medilease Pvt. Ltd.
She is also a Partner in the following Firms:
- Biotech Inc.
ii.Mr Lalit Mahajan, S/O. Late Mr J.Mitra Mahajan is a resident
of N-118, Greater Kailash, Part-1, New Delhi. He is a qualified Engineer
(B.Tech) from IIT Chennai. He is having a net worth of Rs.12,93,06,704/- (Rupees
twelve crores ninety three lacs six thousand seven hundred and four only) as on
30.06.2002 duly certified by Shri M.R. Agarwal (Membership No. 15957) of M/s M.
Ram & Co., Chartered Accountants, 210- C.A. Chambers, 18/12 W.E.A., Karol
Bagh, New Delhi-110 005 vide his certificate dated 07.08.2002. He is holding
whole time directorship in J Mitra & Company Limited. Besides he is also
holding directorship in the following companies:
- Mitra Industries Ltd.
- Mitra Consultants Pvt. Ltd.
- Medilease Pvt. Ltd.
He is also a Partner in the following Firms:
- Mitra International
- Biotech Inc.
iii.Mr Nitin Mahajan S/o Mr Lalit Mahajan is a resident of
N-118, Greater Kailash, Part-1, New Delhi. He is Electronics Engineer B.E.
(Electronics) form Mumbai University. He is having a net worth of
Rs.5,89,86,093/- (Rupees five crores eighty nine lacs eighty six thousand and
ninety three only) as on 30.06.2002 duly certified by Shri M.R. Agarwal
(Membership No. 15957) of M/s M. Ram & Co., Chartered Accountants, 210- C.A.
Chambers, 18/12 W.E.A., Karol Bagh, New Delhi-110 005 vide his certificate dated
07.08.2002. He is having Directorship in the following companies:
- J. Mitra & Co. Ltd.
- Mitra Industries Ltd.
He is also a Partner in the following Firms:
- Mitra International
- Biotech Inc.
iv.Mr Jatin Mahajan S/o Mr Lalit Mahajan is a resident of
N-118, Greater Kailash, Part-1, New Delhi. He is an MBA & Director of Mitra
Industries Ltd. engaged in the business of manufacturing & marketing of
medical diagnostic Test Kits and Devices. He is having a net worth of
Rs.5,66,93,251/- (Rupees five crores sixty six lacs ninety three thousand two
hundred and fifty one only) as on 30.06.2002 duly certified by Shri M.R. Agarwal
(Membership No. 15957) of M/s M. Ram & Co., Chartered Accountants, 210- C.A.
Chambers, 18/12 W.E.A., Karol Bagh, New Delhi-110 005 vide his certificate dated
07.08.2002. He is having Directorship in the following companies:
- J. Mitra & Co. Ltd.
- Mitra Industries Ltd.
He is also a Partner in the following Firms:
- Mitra International
- Biotech Inc.
v.Lalit Mahajan Family Trust is based at N-118, Greater
Kailash, Part-1, New Delhi and is having a net worth of Rs. 87,63,492/- (Rupees
eighty seven lacs sixty three thousand four hundred and ninety two only) as on
30.06.2002 duly certified by Shri M.R. Agarwal (Membership No. 15957) of M/s M.
Ram & Co., Chartered Accountants, 210- C.A. Chambers, 18/12 W.E.A., Karol
Bagh, New Delhi-110 005 vide his certificate dated 07.08.2002. The income of the
trust is generated through rent and interest.
vi.M/s Lalit Nitin Mahajan (HUF) is a Hindu undivided family
located at N-118, Greater Kailash, Part-1, New Delhi. It is having a net worth
of Rs.91,56,444/- (Rupees ninety one lacs fifty six thousand four hundred and
forty four only) as on 30.06.2002 duly certified by Shri M.R. Agarwal
(Membership No. 15957) of M/s M. Ram & Co., Chartered Accountants, 210- C.A.
Chambers, 18/12 W.E.A., Karol Bagh, New Delhi-110 005 vide his certificate dated
07.08.2002. It has its investments in Land and Property. Its members are
Mr.Lalit Mahajan, Mr. Nitin Mahajan & Mrs. Anila Mahajan.
vii.M/s Lalit Jatin Mahajan (HUF) is a Hindu undivided family
located at N-118, Greater Kailash, Part-1, New Delhi. It has a net worth of
Rs.98,64,665/- (Rupees ninety eight lacs sixty four thousand six hundred and
sixty five only) as on 30.06.2002 duly certified by Shri M.R. Agarwal
(Membership No. 15957) of M/s M. Ram & Co., Chartered Accountants, 210- C.A.
Chambers, 18/12 W.E.A., Karol Bagh, New Delhi-110 005 vide his certificate dated
07.08.2002. It has its investments in Land and Property. Its members are Mr.
Lalit Mahajan, Mr. Jatin Mahajan & Mrs. Anila Mahajan.
viii.M/s Lalit Mahajan & Sons (HUF) is a Hindu undivided
family located at N-118, Greater Kailash, Part-1, New Delhi. Mr. Lalit Mahajan
is the karta of the HUF. It has a net worth of Rs.3,79,97,389/- (Rupees three
crores seventy nine lacs ninety seven thousand three hundred and eighty nine
only) as on 30.06.2002 duly certified by Shri M.R. Agarwal (Membership No.
15957) of M/s M. Ram & Co., Chartered Accountants, 210- C.A. Chambers, 18/12
W.E.A., Karol Bagh, New Delhi-110 vide his certificate dated 07.08.2002. It has
its investments in Land and Property. Its members are Mr. Lalit Mahajan, Mr.
Jatin Mahajan, Mr. Nitin Mahajan & Mrs. Anila Mahajan.
ix.M/s J Mitra & Sons (HUF) is located at N-118, Greater
Kailash, Part-1, New Delhi. It has a net worth of Rs. 3,02,80,013/- (Three
crores two lacs eighty thousand and thirteen only) as on 30.06.2002 duly
certified by Shri M.R. Agarwal (Membership No. 15957) of M/s M. Ram & Co.,
Chartered Accountants, 210- C.A. Chambers, 18/12 W.E.A., Karol Bagh, New
Delhi-110 005 vide his certificate dated 07.08.2002.
All the individual Acquirers are already a director on the
board of the Target company.
Among the Acquirers, Mr. Lalit Mahajan is the husband of Mrs.
Anila Mahajan. Mr. Jatin Mahajan and Mr. Nitin Mahajan are the sons of Mr. Lalit
Mahajan. All the individual, Trust and HUFs belong to J. Mitra Group which has a
turnover of approximately Rs. 100 crores.
III. Information on SECL, the target Company
- Snowtemp Engineering Company Limited (originally known as York India
Limited) having its registered office at 14 Miles Stone, Delhi Mathura Road,
Faridabad, Haryana-121003, is a Public Limited Company incorporated on
14th January, 1962 under the Companies Act, 1956. The name of the
company was changed to Snowtemp Engineering Company Ltd. on 14th
August, 1975. SECL had been in the business of Manufacturing of Compressor,
Evaporators, Chillers, specialized fabricated items and also provides related
services. SECL was taken over by the present management in the year 2000 from
the original promoters of the company. The production activities of SECL have
been suspended for more than 2 years and since last takeover there have been
no manufacturing activities in SECL. At present also the company is neither
manufacturing nor carrying out any trading & job work activities since it
is not commercially viable and the income of the company solely comprises
rental income. There are no employees in the company.
- The total paid up capital of the Target Company (SECL) as on 31.03.2002
date is Rs. 30,00,000 (comprising of 3,00,000 fully paid up equity shares of
Rs. 10 each)
- The shares of the Target Company (SECL) are listed on DSE and CSE.
- Based on the last available audited accounts, the brief financial of the
company for past three years are as under:
(In lacs)
For the financial year |
2001-02 |
2000-01 |
1999-00 |
Total Income |
12.00 |
2.13 |
13.56 |
Profit/ (Loss) |
(1.45) |
(11.21) |
(48.01) |
Net worth |
(100.07) |
(98.61) |
(87.40) |
- Total income and Profit/ (Loss) after tax for the Quarter ended 30.06.2002
are Rs. 3.00 lacs and Rs. (0.08) lacs respectively. As on 30.06.2002, the paid
up share capital is Rs.30.00 lacs and the net worth is Rs. (100.15) lac. For
the Quarter ended on 30.06.2002, the return on net worth is nil, book value
per share is nil and Earning per share is nil.
- Object of the Offer
- The offer to the shareholders of SECL is made in accordance with
Regulation 11 of the Regulations.
- The prime object of the offer is Consolidation of the holdings of the
Acquirers for the purpose of delisting of the shares of the company from the
stock exchanges.
- Acquirers have undertaken that they will not dispose of or otherwise
encumber any substantial assets of SECL in the next two years without taking
prior approval of the shareholders. No change in control/management of SECL is
contemplated as the Acquirers already have control/ management of SECL.
- Statutory Approvals / Other Approvals required for the Offer
The Offer is subject to following approval:
- Approval from Reserve Bank of India ("RBI") under Foreign Exchange
Management Act, 1999 ("FEMA") to purchase shares from non -resident
shareholders, if any.
- As on date of this Public Announcement, to the best of Acquirers'
knowledge, there are no other statutory approvals required. The Offer would be
subject to all other statutory approvals that may become applicable at a later
date before the completion of offer.
- SEBI has the power to grant extension of time to the Acquirers for payment
of consideration to shareholders subject to the Acquirers agreeing to pay
interest for the delayed period as directed by SEBI in terms of Regulation 22
(12) of the Regulations, if there is any delay in receipt of statutory
approval. If, however, the delay in obtaining the requisite approval takes
place on account of any willful default by the Acquirers then provision
contained in Regulation 22 (13) of the Regulations will also become
applicable.
- Delisting option pursuant to Regulation 21(3)
As a consequence of this offer, the public shareholding may
reduce to less than 10% and the shares of the company may get delisted from
the stock exchanges. In such a case the Acquirers shall make another offer to
buy out the remaining public shareholding at the same offer price within a
period of three months from the date of closure of the original offer.
- Financial Arrangement
- The Acquirers have made firm financial arrangements to meet the obligation
under the offer in full. As per the Net Worth Certificates as on 30.06.2002,
issued and duly certified by M. Ram & Co., Chartered Accountants vide his
certificate dated 07.08.2002, there are adequate liquid funds to finance the
purchase of all the shares for which the present offer is being made.
- The total fund requirements for the acquisition of 30,107 fully paid up
equity shares at Rs. 30/- per share is Rs. 9,03,210/- (Rupees nine lacs three
thousand two hundred and ten only). In accordance with Regulation 28 of the
Regulations, the Acquirers have created an Escrow Account in Allahabad Bank,
New Delhi of Rs. 5,00,000/- (Rupees five lacs only) being more than 55% of the
total consideration payable to shareholders under the offer.
- The Acquirers have authorized D & A Ltd., Manager to the Offer to
operate and realize the value of the Escrow Account in terms of the
Regulations.
- The Manager to the Offer has satisfied itself about the Acquirers' ability
to implement the offer in accordance with the Regulations.
VIII.Other terms of the Offer
- The Letter of Offer alongwith the Form of Acceptance cum Acknowledgement
will be mailed to the shareholders of SECL whose names appear in the Register
of Members of SECL as on 21.10.2002 (the "Specified Date"). The Letter of
Offer will be mailed to such shareholders by 20.11.2002
The shareholders of SECL are eligible to participate in the
offer anytime before the closure of the offer by sending their Form of
Acceptance cum Acknowledgement, original share certificate(s) and transfer
deed(s) duly signed to Doogar & Associates Limited either by Registered
Post, Courier or Hand Delivery (between 10:00 a.m. to 5:00 p.m. on all working
days), on or before the date of closure of the Offer i.e. 04.01.2003 in
accordance with the instructions specified in the Letter of Offer &
Application Form. The Contact person is Ms. Anvita Awasthi.
- Eligible persons to the offer may also download a copy of Form of
Acceptance cum Acknowledgement, which is available on SEBI's website at
http:/www.sebi.gov. in and can apply for the offer in such downloaded
form.
- The unregistered owners of shares are also eligible to participate in the
Offer by sending their application in writing to Doogar & Associates
limited on a plain paper stating the Name, Address, No. of shares held, No. of
shares offered under the offer, Distinctive Nos., Folio No., together with the
original Share Certificate(s) and transfer deed(s) and the original contract
note issued by the broker through whom they have acquired their shares. No
indemnity is required from unregistered shareholders.
- In the event of non-receipt of Letter of Offer, the eligible persons may
send application on plain paper stating the Name, Address, No. of shares held,
No. of shares offered under the offer, Distinctive Nos., Folio No. along with
all documents as mentioned above, so as to reach Doogar & Associates
Limited on or before the date of closure of the offer i.e. 04.01.2003
- Doogar & Associates Limited will hold in trust the Shares/share
certificate(s), Form of Acceptance cum Acknowledgement, if any, and the
transfer deed(s), till the Acquirers complete their offer obligations in terms
of the Regulations.
- Applications which are complete in all respect and which reach Doogar
& Associates Limited on or before the date of closure of the Offer i.e.
04.01.2003 would be approved and accepted by the Acquirer. The payment of
consideration for the applications so accepted will be made by crossed account
payee cheque /demand draft/ pay order. The intimation regarding acceptance of
applications and payment of consideration will be dispatched to the
shareholders by registered post at the shareholders’ sole risk. In case of
joint holder(s), the cheques / demand draft will be drawn in the name of the
first holder and in case of unregistered owners of shares the consideration
will be paid to the person whose name is stated in the contract note.
- In the event of non acceptance of any application, all the documents as
forwarded to Doogar & Associates Limited will be sent back to the
shareholder by Registered post at shareholders’ sole risk.
- A copy of this Public Announcement is also available on SEBI's website www.sebi.gov.in.
- A schedule of the major activities in respect of the offer is given as
under :
Activity |
Last Date |
Last date for a Competitive Bid |
31.10.2002 (Thursday) |
Specified Date (for the purpose of determining the names
of those shareholders to whom the Letter of Offer would be sent) |
21.10.2002 (Monday) |
Date by which Letter of Offer will be dispatched |
20.11.2002 (Wednesday) |
Date of opening of the Offer |
06.12.2002 (Friday) |
Date for revising the offer price |
25.12.2002 (Wednesday) |
Date of closing of the Offer |
04.01.2003 (Saturday) |
Date by which the acceptance/rejection under the Offer
would be intimated and the corresponding payment for the acquired shares
and /or the unaccepted shares/share certificates will be dispatched |
03.02.2003 (Monday) |
IX.General
- The Acquirers can revise the price upwards upto 7 (seven) working days
prior to closure of offer and if there is any upward revision in the Offer
Price by the Acquirers till the last date of revision viz. 25.12.2002 the same
would be informed by way of Public Announcement in the same newspapers in
which the original Public Announcement had appeared. The Acquirers would pay
such revised price for all the shares tendered any time during the offer and
have been accepted under the offer.
- Pursuant to Regulation 13 of the Regulations, the Acquirers have appointed
Doogar & Associates Limited as Manager to the Offer.
- The Acquirers accept full responsibility for the information contained in
this Public Announcement and also for the obligations of Acquirers laid down
in the Regulations and subsequent amendments thereof.
Issued by Manager to the Offer:
Doogar & Associates Limited
13, Community Centre,
East of Kailash,
New Delhi – 110 065
Tel. (011) 6472557, 6218274
Fax (011) 6219491
Contact Person: Ms. Anvita Awasthi
E-mail: doogar@ndf.vsnl.net.in
On behalf of the Acquirers
Date: 07.10.2002
Place: New Delhi
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