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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:

    1. Mitra Industries Ltd.

    2. Mitra Consultants Pvt. Ltd.

    3. Medilease Pvt. Ltd.

She is also a Partner in the following Firms:

    1. 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:

    1. Mitra Industries Ltd.

    2. Mitra Consultants Pvt. Ltd.

    3. Medilease Pvt. Ltd.

He is also a Partner in the following Firms:

    1. Mitra International

    2. 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:

    1. J. Mitra & Co. Ltd.

    2. Mitra Industries Ltd.

He is also a Partner in the following Firms:

    1. Mitra International

    2. 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:

    1. J. Mitra & Co. Ltd.

    2. Mitra Industries Ltd.

He is also a Partner in the following Firms:

    1. Mitra International

    2. 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

  1. 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.

  2. 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)

  3. The shares of the Target Company (SECL) are listed on DSE and CSE.

  4. 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)

     

  5. 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.

  1. Object of the Offer

  1. The offer to the shareholders of SECL is made in accordance with Regulation 11 of the Regulations.

  2. 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.

  3. 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.

  1. Statutory Approvals / Other Approvals required for the Offer

The Offer is subject to following approval:

  1. Approval from Reserve Bank of India ("RBI") under Foreign Exchange Management Act, 1999 ("FEMA") to purchase shares from non -resident shareholders, if any.

  2. 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.

  3. 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.

  1. 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.

  2. Financial Arrangement

  1. 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.

  2. 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.

  3. 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.
  4. 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

  1. 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.

  2. 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.

  3. 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.

  4. 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

  5. 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.

  6. 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.

  7. 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.

  8. A copy of this Public Announcement is also available on SEBI's website www.sebi.gov.in.

  9. 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

  1. 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.

  2. Pursuant to Regulation 13 of the Regulations, the Acquirers have appointed Doogar & Associates Limited as Manager to the Offer.

  3. 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