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      Home Back   
     

    LETTER OF OFFER

    This document is important and requires your immediate attention.

    This Letter of Offer is sent to you as shareholder(s) of Som Construction & Developers Limited. If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or Manager / Registrar to the offer. In case you have 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 a Stock Exchange through whom the said sale was effected.

    CASH OFFER at Rs. 20/- (Rupees Twenty only)

    per fully paid-up equity share

    [pursuant to the Securities and Exchange Board of India

    (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

    as amended from time to time]

    to acquire upto

    1596850 Fully Paid-Up Equity Shares

    representing 21.37% of the Voting Capital

    from the existing shareholders

    of

    SOM CONSTRUCTION & DEVELOPERS LIMITED

    (Formerly Axom Pipes N Tubes Limited)

    Registered Office: 518, Shree Manta Market, A.T. Road, Guwahati 781 001

    Corporate Office 2 Ganesh Chandra Avenue, Kolkata 700 013

    Phone No. (033) 237 0858

    by

    Shri Som Arora resident of 51 / 47, Nayaganj, Kanpur 208 001,

    Phone No. (0512) 357742, Fax No. (0512) 357742, and Smt Pooja Arora, resident of

    51 / 47 Nayaganj, Kanpur 208 001, Phone No. (0512) 357742, Fax No. (0512) 357742 hereinafter called the "Acquirers".

    Note:

    1. Regulation 26 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 provides for an upward revision of offer in respect to the price and the number of shares to be acquired, at any time upto 7 working days prior to the date of closure of the offer. The same price would be paid for all the shares tendered any time during the open offer by the Acquirers. The information about such revision/s if any, would appear on the same newspapers in which public announcement has appeared.

    2. In the event of any non-resident shareholder accepting the Offer, necessary approvals from the Reserve Bank of India under the provisions of Foreign Exchange Regulation Act, 1973 will be required. No approvals other than those mentioned are needed for the purpose of implementation of the offer. In case of delay in getting RBI approval in respect of the shares tendered/ accepted by /from NRIs, SEBI has the power to grant extension of time for the purpose of making payments and the Acquirers shall pay interest to the shareholders for delay beyond 30 days, as may be specified by SEBI from time to time.

    1. "Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public announcement / Letter of offer, cannot withdraw the same."

    2. A copy of the Public Announcement and Letter of Offer (including form of acceptance cum acknowledgement) is also available on SEBI's web-site, www.sebi.gov.in

    3. If there is competitive bid :

    • The public offers under all the subsisting bids shall close on the same date;

    • As the Offer Price cannot be revised during the seven working days prior to the closing date of the offers / bids, it would , therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.

    MANAGER TO THE OFFER :

    Financial & Management Services Ltd.

    15, Chittaranjan Avenue, Ground Floor,

    Kolkata - 700 072.

    Phone : (033) 2374780/8134

    Fax : (033) 2361452

    E-mail : fmsl@vsnl.com

    Contact Person : Mr. Shouvik Kundu

    REGISTRAR TO THE OFFER

    Maheshwari Datamatics Private Ltd.

    6, Mangoe Lane, 2nd Floor,

    Kolkata- 700 001.

    Phone : (033) 2208029/0809/2482248

    Fax : (033) 2484787

    E-mail : mdpl@cal.vsnl.net.in

    Contact Person : Mr. S. Rajagopal

     

     

     TIME SCHEDULE OF THE OFFER

     Date of Public Announcement (PA)

    Thursday, 21st February, 2002

    Date of revised Public Announcement (PA)

    Saturday, 27th April, 2002

    Specified Date

    Friday, 22nd February, 2002

    Last date for Competitive Bid

    Thursday, 14th March, 2002

    Date by which the Letter of Offer will be despatched to the shareholders.

    Saturday, 27th April, 2002

    Date of Opening of the Offer

    Thursday, 2nd May, 2002

    Last Date for Revising the Offer Price / No. of Shares

    Wednesday, 22nd May, 2002

    Date of Closing of the Offer

    Friday, 31st May, 2002

    Last Date for communicating acceptance or rejection and for payment of consideration for applications accepted and/ or the share certificates for the rejected shares will be despatched.

    Sunday, 30th June, 2002

     

    CONTENTS

     Sr. No.

    Subject

    Page No.

    1

    Disclaimer clause

    1

    2

    Details of the Offer

    1

    3

    Background of the Acquirers

    4

    4

    Background of Som Construction & Developers Limited

    5

    5

    Justification of Offer Price and Financial Arrangements

    9

    6

    Terms & Conditions stipulated by the Acquirers for acceptance of the Offer

    13

    7

    Procedure for Acceptance & Settlement

    14

    8

    Material Documents for Inspection

    17

    9

    Declaration by the Acquirers

    18

     Encl.: Form of Acceptance and Authority 

     DEFINITION

    The Acquirers:

    Shri Som Arora and Smt Pooja Arora

    Shares

    Fully Paid-Up Equity Shares of Rs.10/- each of Som Construction & Developers Limited

    Offer :

    The offer made by the Acquirers to the shareholders of Som Construction & Developers Limited pursuant to paragraph 2 of this Offer Document

    Regulations or Takeover Regulations

    Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended from time to time

    SCDL:

    Som Construction & Developers Limited.

    The Agreements

    Agreements entered into by Acquirers with Meghraj Joshi, Bulaki Das Harsh, Saraswati Devi Ojha, Vimal Joshi, Nathmal Bhandari, Raj Kumar Harsh, Raj Kumar Sharma, Godawari Commerce Pvt Ltd., MFL Housing Finance Ltd., Shri Gopal Shrimali, Vaishno Tradelink Pvt Ltd., Merit Merchants Pvt Ltd., Pragati Merchants Pvt Ltd., Success Merchants Pvt Ltd., Rolex Merchants Pvt Ltd.for purchase of equity shares of SCDL.

    SEBI

    Securities and Exchange Board of India

    RBI

    Reserve Bank of India

    Offer Document

    Letter of Offer

    GSE

    The Gauhati Stock Exchange Limited

    CSE:

    The Calcutta Stock Exchange Association Ltd.

    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 DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF SOM CONSTRUCTION & DEVELOPERS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS, PACs OR THE COMPANY WHOSE SHARES/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 ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, FINANCIAL & MANAGEMENT SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 05.03.2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

    2. DETAILS OF THE OFFER :

    2.1. Background of the offer

    Shri Som Arora, resident of 51/47, Nayaganj Kanpur-208 001 and Smt Pooja Arora resident of 51 / 47 Nayaganj, Kanpur 208 001, (here in after collectively referred to as " Acquirers") have entered into an agreement as per Regulation 22(16), dated 18th February, 2002 ("The Agreements") to purchase in aggregate 50,52,143 equity shares of Som Construction & Developers Limited (SCDL) representing 67.63 % of the total voting capital of SCDL at a price of Rs 3.00./- per fully paid up equity share payable in cash, from Meghraj Joshi, Bulaki Das Harsh, Saraswati Devi Ojha, Vimal Joshi, Nathmal Bhandari, Raj Kumar Harsh, Raj Kumar Sharma, Godawari Commerce Pvt Ltd., MFL Housing Finance Ltd., Shri Gopal Shrimali, Vaishno Tradelink Pvt Ltd., Merit Merchants Pvt Ltd., Pragati Merchants Pvt Ltd., Success Merchants Pvt Ltd., Rolex Merchants Pvt Ltd. {"Sellers"}. None of the sellers as per the agreement are the promoters of the target company. All the above-mentioned shares are fully paid up. Shri Som Arora has been duly and legally authorised by Smt Pooja Arora by way of duly executed power of attorney in her favour to act on her behalf in accordance with the Takeover Regulations.

     Details of addresses, telephone numbers and fax numbers of the Acquirers, Sellers and major shareholders, complying requirements of the Chapter II of the Regulations are as follows:

    Acquirers

    Address

    Phone/Fax

    Som Arora

    51/47 Nayaganj, Kanpur 208 001

    (0512) 357742

    Pooja Arora

    51/47 Nayaganj, Kanpur 208 001

    (0512) 357742

     

    Sellers/Major Shareholders

    Address

    Phone/Fax

    Meghraj Joshi

    P 27 Princep Street, 3rd Floor, Kolkata 700072

    (033) 2349785/2378921

    Bulaki Das Harsh

    2, Ganesh Chandra Avenue, 2nd Floor, Kolkata 700013

    (033) 2364548

    Saraswati Devi Ojha

    2, Ganesh Chandra Avenue, 2nd Floor, Room No.5, Kolkata 700013

    (033) 2370499

    Vimal Joshi

    115 Cotton Street, 4th Floor, Kolkata 700007

    (033) 2321136

    Nathmal Bhandari

    P 27 Princep Street, 3rd Floor, Kolkata 700072

    (033) 2299198

    Raj Kumar Harsh

    2 Ganesh Chandra Avenue, 2nd Floor, Kolkata 700013

    (033) 2364548

    Raj Kumar Sharma

    315 Block A 4th Floor Bangur Avenue, Kolkata 700055

    (033) 5742747

    Godawari Commerce Pvt Ltd

    2, Ganesh Chandra Avenue, 2nd Floor, Room No.5, Kolkata 700013

    (033) 2364548

    MFL Housing Finance Ltd

    P27 Princep Street, 3rd Floor, Kolkata 700072

    (033) 2349785

    Shri Gopal Shrimali

    2, Ganesh Chandra Avenue, 2nd Floor, Room No.5, Kolkata 700013

    (033) 2364548

    Vaishno Tradelink Pvt Ltd

    168/A Cotton Street, 4th Floor, Kolkata 700007

    (033) 2328353

    Merit Merchants Pvt Ltd

    27/8A Waterloo Street, Kolkata 700069

    (033) 2481104

    Pragati Merchants Pvt Ltd

    27/8A Waterloo Street, Kolkata 700069

    (033) 2481104

    Success Merchants Pvt Ltd

    27/8A Waterloo Street, Kolkata 700069

    (033) 2481104

    Rolex Merchants Pvt Ltd

    27/8A Waterloo Street, Kolkata 700069

    (033) 2481104

    The acquirers, the sellers or the target company have not been prohibited by SEBI from dealing in securities in terms of direction issued under Section 11B of SEBI Act.

    As on the date of the announcement, the Acquirers do not hold any Equity shares of SCDL.

    The provisions of Regulation 22 (16) have been complied with, i.e. the Agreement contains a clause that in case non-compliance of any provisions of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations 1997, the Agreement will not be acted upon by the sellers or Acquirers.

    After the completion of the proposed acquisition, all existing Directors of SCDL will resign and Shri Som Arora and Smt Pooja Arora are proposed to be appointed as the new Directors on the Board of SCDL along with other professionals so as to broad base the Board of the Company.

    2.2 Details of the proposed offer

    As per the provisions of Regulation 10 read with Regulation 12 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997, the Acquirers hereby make an Open Offer to acquire, on the terms and subject to the conditions set out or referred below, upto 15,96,850 Fully Paid-Up Equity Shares of Rs 10/- each, representing 21.37% of the voting capital of SCDL at a price of Rs.20/- per fully paid up share (Offer Price) from the shareholders of SCDL for consideration to be paid in cash. A Public Announcement for the same has been made as per the Regulation 15, on 21st February, 2002 in all editions of Business Standard, a National English Daily, Jansatta, a National Hindi Daily, Aji, a Regional Daily having wide circulation where the Registered Office of the Company is situated, and Kalantar, a Regional Daily, where the shares of the Company are most frequently traded in accordance with Regulation 15(1) of the "Regulations". A corrigendum has been issued in the same newspapers revising the terms of the offer price. The public announcement is also available on the Sebi website at http://www.sebi.gov.in./. The Offer document is being mailed to all those shareholders whose name(s) appear in the Register of Members as on the close of business hours on 22nd February, 2002, that being the Specified Date. The current Offer is not available to the "sellers" referred in the Offer Document.

    These fully paid up shares are to be acquired free from all liens, charges and encumbrances and together with all rights attached thereto, including the rights to all dividends here after declared. All the shares of the company are fully paid up.

    Further conditions of the offer are set out under paragraph 6 of this letter. Paragraph 7 of this letter sets out the procedure for acceptance and settlement.

    The Offer is not subject to any minimum level of acceptance. However if the Offer is accepted in full, it would result in the Acquirers holding 66,48,993 shares, comprising of 89 % of the total voting capital. In order to maintain listing on the Stock Exchanges as per provisions of Regulation 21(3) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997, the Acquirers will then divest such number of shares as may be required to ensure continued listing of the Company on the stock exchanges within a period of 6 months from the date of closure of the public offer.

    2.3 Object of the Offer/Acquisition

    The Offer to the shareholders of SCDL is made in accordance with Regulation 10 read with Regulation 12, of the SEBI (SAST) Regulations.

    The acquirers propose to make a foray into fund based and investment related activities. The proposed acquisition of SCDL would facilitate such motive as SCDL is already engaged in such activities. By virtue of this acquisition, the Acquirers will get majority shareholding entitling them to exercise management control of the company. They are now making this offer for this purpose and to comply with the "Regulations".

     3. BACKGROUND OF THE ACQUIRERS:

    3.1. Details of the Acquirers

    Shri Som Arora, son of Shri Dilbagh Rai, is a Commerce graduate, residing at 51 / 47 Nayaganj, Kanpur 208 001. He has an experience of about 5 years in Leasing, Finance and Corporate Loan Syndication. The networth of Shri Som Arora as on 31.03.2001 is Rs. 1665.51 lakhs as certified by Tandon & Mahendra Chartered Accountants (Membership No. 72824), 26 / 73 Karachi Khana, Kanpur 208 001 vide their letter dated 08.01.2002. He holds directorship in Dilbagh Rai Real Estate Developers Private Limited.

    Smt Pooja Arora, wife of Shri Praveen Kumar, is an Arts Graduate residing at 51 / 47 Nayaganj, Kanpur 208 001 and has an experience of about 3 years in Finance and Corporate Loan Syndication. The networth of Smt Pooja Arora as on 31.03.2001 is Rs. 699.32 lakhs as certified by Tandon & Mahendra Chartered Accountants (Membership No. 72824), 26 / 73 Karachi Khana, Kanpur 208 001 vide their letter dated 08.01.2002. She holds directorship in Dilbagh Rai Real Estate Developers Private Limited.

    3.2 Brief financial highlights of group concerns

    Both the Directors hold directorship in M/s Dilbagh Rai Real Estate Developers Private Limited having its registered office at E-65, Naraina Vihar, New Delhi-28

    (A). Income Statement:

    (Rs. in Lacs)

    For the period ended

    31/03/2001

    (Audited)

    31/03/2000

    (Audited)

    31/03/1999

    (Audited)

    Income from operations

    Other Income

    Increase/(Decrease) in Stock

    Total Income

    Total expenses

    Profit Before Interest, Depreciation

    & Tax

    Depreciation

    Interest

    Profit Before Tax

    Provision For Tax

    Profit After Tax

    0.02

    -

    -

    0.02

    0.03

    (0.01)

     

    -

    -

    (0.01)

    -

    (0.01)

    -

    -

    -

    -

    0.07

    (0.07)

     

    -

    -

    (0.07)

    -

    (0.07)

    -

    -

    -

    -

    0.03

    (0.03)

     

    -

    -

    (0.03)

    -

    (0.03)

     (B). Balance Sheet Statement

    (Rs. in Lacs)

    As on

    31/03/2001

    (Audited)

    31/03/2000

    (Audited)

    31/03/1999

    (Audited)

    Equity Capital

    Less: Misc. Expenditure not w/off.

    Net Worth

    Share Application Money

    Unsecured Loan

    0.001

    0.039

    (0.038)

    1.000

    82.011

    0.001

    0.044

    (0.043)

    1.000

    56.011

    0.001

    0.050

    (0.049)

    1.000

    56.011

    Total

    82.973

    56.968

    56.962

    Net Block

    (including capital work in progress)

    Investments

    Current Assets, Loans & Advances

    Less:

    Current Liabilities & Provisions

    Net Current Assets

    Profit and Loss A/c

    -

     

    -

    79.713

     

    0.021

    79.692

    3.281

    -

     

    -

    53.699

     

    -

    53.699

    3.269

    -

     

    -

    53.761

     

    -

    53.761

    3.201

    Total

    82.973

    56.968

    56.962

    The Acquirers do not have any plan to dispose off or otherwise encumber any assets of SCDL in the two years from the date of closure of the Offer, except in the ordinary course of business of SCDL. However reorganisation and / or streamlining of various businesses may be considered for commercial reasons and operational efficiencies.

    4. Background of SOM CONSTRUCTION & DEVELOPERS limited (SCDl)

    4.1. Company Background

    SCDL is a public limited company, incorporated on 24th July, 1987, in the name Axom Pipes N Tubes Limited under the Companies Act, 1956 and having its Registered Office at 518, Shree Manta Market, A. T. Road, Gauhati 781 001. Subsequently, the Company changed its name to Som Construction & Developers Limited vide a new certificate of incorporation dated 5th January, 2000. SCDL is engaged in the business of corporate loans, trading in securities, corporate advisory services and other financial activities. SCDL has applied to Reserve Bank of India for registration as a Non Banking Finance Company (NBFC) vide their letter dated 07.07.1997. However the Company is yet to receive the certificate of registration. The outstanding equity share capital of SCDL is Rs. 7,47,07,800/- comprising of 74,70,780 fully paid up equity shares of Rs. 10/- each. There are no outstanding partly paid up shares. The Equity shares of SCDL are listed / permitted to trade on the Stock Exchanges at Gauhati and Calcutta

    The Company has complied with all the requirements of the listing agreement entered into with the Stock Exchanges where the shares are listed and no punitive action has been taken by the exchanges. There has been no merger / demerger, spin off during the last three years involving the target company.

    All applicable provisions of Chapter II of SEBI (SAST) Regulations, 1997 have been complied with.

    4.2 Share Capital Structure of Som Construction & Developers Limited

    Paid up Equity Shares of SCDL

    No. of Shares/ Voting rights

    % of shares/ voting rights

    Fully paid up equity shares

    74,70,780 shares

    100/100

    Partly paid up equity shares

    Nil

    -

    Total issued equity Shares

    74,70,780 shares

    100 /100

    Total voting rights in SCDL

    74,70,780 shares

    100/100

     

    The number and percentage of the shareholding of the sellers as on the date of agreement i.e. 18th February, 2002 are as follows:

    Name of Sellers

    No. of shares held before Agreement

    % of shares held

    No. of shares held after the Agreement

    % of shares held

    Meghraj Joshi

    363250

    4.86

    Nil

    Nil

    Bulaki Das Harsh

    372750

    4.99

    Nil

    Nil

    Saraswati Devi Ojha

    368100

    4.93

    Nil

    Nil

    Vimal Joshi

    372971

    4.99

    Nil

    Nil

    Nathmal Bhandari

    373100

    4.99

    Nil

    Nil

    Raj Kumar Harsh

    372225

    4.98

    Nil

    Nil

    Raj Kumar Sharma

    371450

    4.97

    Nil

    Nil

    Godawari Commerce Pvt Ltd

    371750

    4.98

    Nil

    Nil

    MFL Housing Finance Ltd

    296750

    3.97

    Nil

    Nil

    Gopal Shrimali

    372087

    4.98

    Nil

    Nil

    Vaishno Tradelink Pvt Ltd

    371450

    4.97

    Nil

    Nil

    Merit Merchants Pvt Ltd

    103650

    1.39

    Nil

    Nil

    Pragati Merchants Pvt Ltd

    210400

    2.82

    Nil

    Nil

    Success Merchants Pvt Ltd

    366110

    4.90

    Nil

    Nil

    Rolex Merchants Pvt Ltd

    473725

    6.34

    107625

    1.44

     4.3 Board of Directors of Som Construction & Developers Limited

    The Board of Directors of Som Construction & Developers Limited, as on the date of the Public announcement, i.e.21st February, 2002 comprises of the following:

    Sl. No.

    Name

    Address

    1.

    Shri Deepak Kumar Gaur

    CB-91, Naraina Ring Road, New Delhi

    2.

    Shri Arun Chawla

    B-235, Naraina Indl. Area New Delhi

    3.

    Shri Vikas Bajaj

    A-10-C, Mansarovar Garden, New Delhi

    After the completion of the proposed acquisition, all existing Directors of SCDL will resign and Shri Som Arora and Smt Pooja Arora are proposed to be appointed as the new Directors on the Board of SCDL along with other professionals so as to broad base the Board of the Company.

    4.4. Brief Financials of Som Construction & Developers Limited:

    (A). Income Statement:

    (Rs. in Lacs)

    For the period ended

    31/10/2001

    (Audited)

    31/03/2001

    (Audited)

    31/03/2000

    (Audited)

    31/03/1999

    (Audited)

    Income from operations

    Other Income

    Increase/(Decrease) in Stock

    Total Income

    Total Expenses

    Profit Before Interest, Depreciation

    & Tax

    Depreciation

    Interest

    Profit Before Tax

    Provision For Tax

    Profit After Tax

    104.87

    53.52

    Nil

    158.39

    113.66

    44.73

     

    Nil

    Nil

    44.73

    Nil

    44.73

    457.44

    115.31

    (352.81)

    219.94

    125.95

    93.99

     

    0.09

    5.44

    88.46

    0.29

    88.17

    494.78

    512.26

    (579.42)

    427.62

    360.33

    67.29

     

    Nil

    6.41

    60.88

    0.01

    60.87

    86.77

    28.97

    7.08

    122.82

    122.68

    0.14

     

    Nil

    Nil

    0.14

    0.05

    0.09

     

    (B). Balance Sheet Statement

    (Rs. in Lacs)

    As on

    31/10/2001

    (Audited)

    31/03/2001

    (Audited)

    31/03/2000

    (Audited)

    31/03/1999

    (Audited)

    Equity Capital

    Reserves & Surplus

    Less:

    Misc. Expenditure not w/off.

    Net Worth

    Unsecured Loan

    747.08

    1485.21

     

    0.15

    2232.14

    Nil

    747.08

    1440.49

     

    0.15

    2187.42

    Nil

    747.08

    1352.32

     

    0.21

    2099.19

    8.13

    747.08

    1291.44

     

    0.39

    2038.13

    3.30

    Total

    2232.14

    2187.42

    2107.32

    2041.43

    Net Block(including capital work

    in progress)

    Investments

    Current Assets, Loans &

    Advances

    Less:

    Current Liabilities & Provisions

    Net Current Assets

    11.97

     

    1595.49

    1726.94

     

     

    1102.26

     624.68

    0.75

     

    1545.49

    1656.02

     

     

    1014.84

     641.18

    Nil

     

    600.10

    2703.80

     

     

    1196.58

     1507.22

    Nil

     

    Nil

    2439.78

     

     

    398.35

     2041.43

    Total

    2232.14

    2187.42

    2107.32

    2041.43

     

    Other Financial Data :

    Dividend (%)

    -

    -

    -

    -

    EPS

    0.60

    1.18

    0.81

    0.001

    Return on Networth (%)

    2.00

    4.03

    2.90

    0.004

    Book Value per share (Rs.)

    29.88

    29.28

    28.10

    27.28

     

    4.5. Current shareholding pattern :

    The shareholding pattern as derived from the shareholders list received from SCDL, before and after the proposed acquisition and offer by the Acquirers, assuming full acceptance, is as follows:

    Shareholders' Category

    Shareholding & voting rights prior to the agreement/acq-uisition and offer. (A)

    Shares/voting rights agreed to be acquired which triggered off the Regulations.

    (B)

    Shares/voting rights to be acquired in open offer (Assuming full acceptances)

    (C)

    Share holding / voting rights after the acquisition and offer. I.e.

    (D)=(A) +(B) +(C)

     

    No.

    %

    No.

    %

    No.

    %

    No.

    %

    (1)Promoter group

    a.Parties to agreement if any

    b.Promoters other than (a) above

     

      -

     

    -

     

    -

     

     -

     

     -

     

     -

     

     -

     

     -

     

     -

     

     -

     

     -

     

     -

     

      -

     

     -

     

    -

     

     -

    (2)FIs/MFs/FIIs/Banks, SFIs,

    -

    -

    -

    -

    -

    -

    -

    -

    (3)Acquirers

    a.Main Acquirer :

    - Som Arora - Pooja Arora

    b.PACs

    Total 3 (a+b)

     

     

     -

      -

    -

     

     

     -

      -

    -

     

     

     50,52,143

      -

    50,52,143

     

     

     67.63

      -

    67.63

     

     

     15,96,850

      -

    15,96,850

     

     

     21.37

     -

    21.37

     

     

     66,48,993

     -

    66,48,993

     

     

     89.00

      -

    89.00

    (4)Parties to agreement other than (1) (a) & 3

    (5)Public{other

    than 1 to 4}

    Total (1+2+3+4+5)

      51,59,768

     

    23,11,012

     

    74,70,780

      69.07

     

    30.93

     

    100.00

    -

     

    -

    -

     

    -

    -

     

    -

    -

     

    -

      1,07,625

     

    7,14,162

     

    74,70,780

      11.00

     

     

     

    100.00

    4.6 Present Holding of Acquirers

    The Acquirers have no holding of Equity shares of SCDL as on the date of Public Announcement.

     4.7. Continuation of business

    The acquirers do not intend to make any change in the existing line of business. The acquirers do not intend to dispose of or otherwise encumber any assets of SCDL in the next two years except in the ordinary course of business or as permissible under the Regulations. The acquirers will run the existing business as a going concern on the basis of sound commercial practices.

    5. OFFER PRICE AND FINANCIAL ARRANGEMENTS

    5.1. Stock market data and Justification of Offer price

    The equity shares of SCDL are listed on the Calcutta Stock Exchange Association Ltd and Gauhati Stock Exchange Limited. The annualised trading turnover of the shares of SCDL on Calcutta Stock Exchange during the six calendar months preceding the month in which the Public Announcement has been made i.e. January, 2002 is 14,36,800 shares as per the data provided by the Calcutta Stock Exchange which is 19.23 % (annualised trading turnover) of the total equity shares listed.

    Name of Stock Exchange

     

     

     

     

    Total number of shares traded during the 6 calendar months prior to the month in which PA was made.

    Total number of listed shares.

    Annualised Trading Turnover (in terms of % to total listed shares)

    The Calcutta Stock Exchange Association Limited

    7,18,400

    74,70,780

    19.23%

    The Gauhati Stock Exchange Limited

    Nil

    74,70,780

    Nil

    The price proposed to be paid to the equity shareholders of SCDL under this offer document has been determined with reference to each of the sub clauses as mentioned in Regulation 20(2) of the Regulations and the minimum offer price should be highest of :

    (a)

    The negotiated Price under the agreements

    Rs.3.00 per share

    (b)

    The highest price paid by the Acquirers or persons acting in concert with them for any acquisitions, including by way of allotment in a public or rights issue, if any, during the 26 week period, prior to the date of Public Announcement.

    Nil

    (c)

    The price paid by the acquirers under a preferential allotment made to them or to persons acting in concert with them at anytime during the twelve months period upto the date of the closure of the Offer

    Not Applicable, as no preferential allotment has been made to the acquirers or persons acting with them at any time during the relevant twelve months period.

    (d)

    The average of the weekly high and low of the closing prices of the shares of SCDL as quoted on Calcutta Stock Exchange, where the shares of the Company are most frequently traded during the 26 weeks, preceding the date of Public Announcement i.e. 21st February, 2002.

    Rs. 11.87 per share as determined below

     

    SR. NO.

    WEEK ENDED

    C A L C U T T A S T O C K E X C H A N G E

    VOLUME OF SHARES

     

     

    HIGH

    LOW

    AVERAGE

     

     

     

    (RS.)

    (Rs.)

    (Rs.)

     

    1.

    31.08.01

    - - - -

    - - - -

    - - - -

    - - - -

    2.

    07.09.01

    - - - -

    - - - -

    - - - -

    - - - -

    3.

    14.09.01

    - - - -

    - - - -

    - - - -

    - - - -

    4.

    21.09.01

    26.80

    26.80

    26.80

    100

    5.

    28.09.01

    23.60

    23.60

    23.60

    200

    6.

    05.10.01

    21.90

    21.90

    21.90

    200

    7.

    12.10.01

    20.50

    20.00

    20.25

    200

    8.

    19.10.01

    20.00

    18.00

    19.00

    300

    9.

    26.10.01

    16.70

    16.70

    16.70

    100

    10.

    02.11.01

    - - - -

    - - - -

    - - - -

    - - - -

    11.

    09.11.01

    15.40

    2.50

    8.95

    45700

    12.

    16.11.01

    2.55

    2.05

    2.30

    332100

    13.

    23.11.01

    3.35

    2.20

    2.78

    90000

    14.

    30.11.01

    - - - -

    - - - -

    - - - -

    - - - -

    15.

    07.12.01

    2.70

    2.10

    2.40

    80000

    16.

    14.12.01

    2.10

    2.00

    2.05

    100000

    17.

    21.12.01

    2.70

    2.10

    2.40

    60000

    18.

    28.12.01

    - - - -

    - - - -

    - - - -

    - - - -

    19.

    04.01.02

    - - - -

    - - - -

    - - - -

    - - - -

    20.

    11.01.02

    - - - -

    - - - -

    - - - -

    - - - -

    21.

    18.01.02

    - - - -

    - - - -

    - - - -

    - - - -

    22.

    25.01.02

    - - - -

    - - - -

    - - - -

    - - - -

    23.

    01.02.02

    - - - -

    - - - -

    - - - -

    - - - -

    24.

    08.02.02

    - - - -

    - - - -

    - - - -

    - - - -

    25.

    15.02.02

    6.20

    4.10

    5.15

    9500

    26.

    20.02.02

    - - - -

    - - - -

    - - - -

    - - - -

    AVERAGE AGE OF 26 WEEKS

     

    12.65

    11.08

    11.87

    718400

    The average of weekly highs and lows of closing prices on the Calcutta Stock Exchange during 26 weeks preceding the date of Public Announcement is Rs. 11.87 per share.

    As per clause 20(2) of the Regulations, the minimum Offer Price should be Rs 11.87 i.e., highest price determined under criterion (a) to (d) above.

    The offer price of Rs 20/- is more than the offer price determined under the above method and is more than (i) the price paid by the acquirers under the agreement for purchase of shares of SCDL i.e., Rs 3.00/- per share and (ii) the average of weekly high and low of the closing prices of the shares of SCDL as quoted on Calcutta Stock Exchange, during the 26 weeks preceding the date of public announcement i.e., Rs.11.87 per share.

    The shares of the company are frequently traded as per the explanation attached to the Regulation 20(3)(d), considering the trading turnover of CSE.

    Regulation

    20(3)(a)

    The negotiated price under the agreement for the proposed acquisition

    Rs. 3.00 per share

    20(3)(b)

    The highest price paid by the Acquirers or persons acting in concert with them for any acquisitions, including by way of allotment in a public or rights issue, if any, during the 26 week period, prior to the date of Public Announcement.

    Nil

    20(3)(c)

    The price paid by the acquirers under a preferential allotment made to them or to persons acting in concert with them at anytime during the twelve months period upto the date of closure of the Offer.

    Not Applicable

    20(3)(d)

    Other parameters such as

    Year ended

    31.10.2001

    (Audited)

    Year ended

    31.03.2001

    (Audited)

    ( i )

    Return on net worth

    2.00%

    4.03%.

    (ii )

    Book Value

    Rs. 29.88

    Rs. 29.28

    (iii)

    Earning per share

    Rs. 0.60

    Rs. 1.18

    (iv)

    Price Earning Multiple

    (Industry Averages)

    4.7

    (v)

    Realisable Book Value as per Chartered Accountant's Certificate dated 5.01.2002

    Rs.27.89

    The average industry price-earning ratio (P/E) is 4.7 (Source: Dalal Street Investment Journal � Volume XVII No 1 dated 13.01.2002). Based on this P/E ratio the offer price works out to Rs. 2.82 (Rs.5.55) per share as against the offer price of Rs.20.00 per share which would discount the EPS by a P/E of 33.33 (16.95). The negotiated price under the purchase agreement is Rs. 3.00 per share Considering the extremely low return on networth, low EPS, we are of the opinion that the price offered by the Acquirers to the shareholders is justified. The figures in bracket indicate figures arrived at for the year ended 31.3.2001.

    The price proposed to be paid to the equity shareholders of SCDL under this offer document is also in conformity with Regulation 20(2) of the Regulations.

    Hence in the opinion of the Acquirers and the Manager to the Offer, the offer price of Rs 20/- per fully paid up equity share of SCDL is justified.

    The net realisable value of the assets of SCDL, as at 31.10.2001 on the basis of Audited Balance Sheet dated 31.10.2001 and certified by B.K.Choraria & Co., Chartered Accountants, (Membership No. F12259) vide their certificate dated 05.01.2002 is as under :

    Sl. No.

    Particulars

    As at 31.10.2001 (Rs.)

    Realisable Value (Rs.)

    Remarks

    1.

    Fixed Assets

    11,96,734

    11,13,432

    -

    2.

    Investment

    15,95,49,000

    12,51,99,107

    -

    3.

    Sundry Debtors

    1,94,70,334

    1,94,70,334

    -

    4.

    Loans & Advances

    3,78,05,667

    3,78,05,667

    -

    5.

    Inventories

    5,82,38,530

    5,82,38,530

    -

    6.

    Cash & Bank Balances

    4,78,48,292

    4,78,48,292

    -

    7.

    Other Current Assets

    93,31,688.12

    93,31,688

    -

    8.

    Current Liabilities

    (11,02,26,058)

    (11,02,26,058)

    -

    9.

    Intangible Assets :

    Misc. Exp. to the extent not written off

     

    14,846

     

    NIL

     

     

    Net Realisable assets

    22,32,29,033.12

    18,87,80,992

     

     

    Balance of Profit & Loss A/c

    1,95,93,395.00

    1,95,93,395.00

     

    Realisable Book Value per share

    Rs.27.89/- per share

     5.2 Financial Arrangements :

    The total financial resources required for full acceptance of the offer would be Rs 3,19,37,000/- i.e 15,96,850 shares @ Rs. 20/- per fully paid up share. The acquirers have made firm arrangements for meeting the consideration payable for acceptance of this offer through their own resources. Tandon & Mahendra Chartered Accountants, 26/73, Karachi Khana, Kanpur 208 001 have certified on 03.12. 2001 that sufficient resources are available with the acquirers for fulfilling obligation under this "Offer" in full. The manager to the offer is also of the opinion that the acquirers have sufficient resources for fulfilling their obligations under this "offer" in full.

     5.3 Escrow Account

    In accordance with Regulation 28 of the Regulations, the Acquirers, have opened an Escrow account by depositing an amount of Rs 80,00,000/- by cash being more than 25% of the total maximum consideration payable under this offer (assuming full acceptance by the shareholders for 15,96,850 shares of SCDL @ Rs. 20/- per fully paid up share in accordance with the Regulations). This account has been opened with Tamilnad Mercantile Bank Limited, 58D, N.S. Road, Kolkata -700001. The Manager to the Offer has been empowered by the acquirers to instruct the Bank to issue a banker's cheque or demand draft for the amount lying to the credit of the Escrow account as provided in the Regulations. A lien has been created in favour of the Manager to the Offer on the above Escrow Account.

    6. TERMS AND CONDITIONS STIPULATED BY THE ACQUIRERS FOR ACCEPTANCE OF THE OFFER:

    1. The Offer is not subject to any statutory approval as per Clause (xvi) and (xvii) of Regulation 16 except approval from RBI for acquisition of shares from non resident shareholders, if any i.e. in the event of any Non-Resident Shareholder accepting the offer, necessary approval from the Reserve Bank of India under the provisions of Foreign Exchange Regulation Act, 1973 will be required. No approvals other than those mentioned above are needed for the purpose of implementation of the offer. The Company's records presently do not show any non-resident shareholders.
    2. The Offer will open on Thursday, 2nd May, 2002 and close on Friday, 31st May, 2002.
    3. If the aggregate of the valid response to the Offer exceeds 15,96,850 equity shares, then the Acquirers shall accept the offers received on a proportionate basis in accordance with Regulation 21(6) of the Regulations, in consultation with the Manager to the Offer ensuring that the basis of acceptance is decided on a fair and equitable manner and does not result in non marketable lots, provided that the acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than marketable lot.
    4. Accidental omission in despatching this Offer Document or any further communication to any person to whom this Offer is / should be made or the non-receipt of this Offer Document by any such person shall not invalidate the Offer in any way.
    5. The instructions, authorisations and provisions contained in the Form of Acceptance & Authority constitute a part of the terms of this Offer.
    6. The acceptance of the Offer must be unconditional and should be sent in the attached Form of Acceptance & Authority along with the other documents duly filled in and signed by the applicant shareholder(s) which should be received by the Registrars to the Offer on or before Friday, 31st May, 2002. If any change or modification is made in the Form of Acceptance & Authority, the same is liable to be rejected.
    7. Statutory Approvals : Barring unforeseen circumstances and factors beyond their control, the Acquirers intend to complete all formalities pertaining to the purchase of the shares, including payment of consideration to the shareholders who have accepted the Offer, within 30 days from the date of closure of this Offer. In case of delay in receipt of statutory approvals, beyond Sunday, 30th June, 2002, SEBI has power to grant extension of time to Acquirer for payment of consideration to the shareholders, subject to the Acquirers agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further if the delay occurs on account of wilful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable.
    8. The acquirers will make an application to RBI on behalf of NRI shareholders, if any, for permission to acquire the shares held by them. The acceptance of offers received from such NRI shareholders is subject to receipt of permission from RBI.
    9. Eligibility for accepting the offer : All shareholders, registered or unregistered, who own the shares of SCDL, anytime before the closure of the Offer are eligible to participate in the Offer. Unregistered shareholders can send their application in writing to the Manager/Registrar to the Offer on plain paper stating acceptance of the Offer with Name, Address, No. of shares held, No. of shares offered, Distinctive Nos., Folio Nos., together with the Original Share Certificate(s), valid transfer deed(s) and the original contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.
    10. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of SCDL whose names appear on the Register of Members of SCDL and owners of the shares of SCDL whose names appear as beneficiaries on the records of the respective Depositories, at the close of business hours on Friday, 22nd February, 2002 ("Specified Date"). The current offer is not available to the "Sellers", referred in the Offer Document.
    11. The Registrar to the Offer M/s Maheshwari Datamatics Pvt. Ltd. has opened a special depository account with Infrastructure Leasing and Financial Services Limited, (IL&FS) styled "Som Construction & Developers Limited-Open Offer A/c". The DP ID is IN 300095 and Beneficiary ID is 10702599.
    12. Locked in shares : The acquirers shall also accept shares, which are subject to lock in, on the same terms and conditions applicable to the shares, which are not subject to lock in. These shares shall be subject to continuation of the residual lock in period in the hands of the acquirers.

    7. Procedure for Acceptance and Settlement

    1. Shareholders of SCDL, who wish to avail this Offer are free to offer their shareholding in whole or part and should forward the under mentioned documents to the Registrars to the Offer, Maheshwari Datamatics Pvt. Ltd at their office at 6, Mangoe Lane, 2nd Floor, Kolkata 700 001, Telephone No. (033) 2208029 / 0809, 2482248, Fax No. (033) 2484787 either by hand delivery on week days between 11.00 A.M. - 3.30 P.M. or by registered post only so as to reach the Registrar on or before Friday, 31st May, 2002 (date of the closure of the offer) in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement. Shareholders are advised to ensure that the Form of Acceptance cum Acknowledgement and other documents are complete in all respect, otherwise the same is liable to be rejected. In the case of demat of 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 shares not credited in favour of the special depository account, before the closure of the Offer will be rejected.

    I. For Equity shares held in physical form:

    Registered shareholders should enclose:

    • Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates.
    • Original Share Certificate(s)
    • Valid Share Transfer form(s) duly signed as transferors by all shareholders (in case of joint holdings) in the same order and as per specimen signatures lodged with SCDL and duly witnessed at the appropriate place. The Transfer Deed should be left blank, excepting the signatures as mentioned above. A blank Share Transfer deed is enclosed along-with this Letter of Offer.

    Unregistered shareholders should enclose:

    • Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein.
    • Original Share Certificate(s)
    • Original broker contract note
    • Valid Share Transfer form(s) as received from the market

    The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of Shri Som Arora and Smt Pooja Arora as buyers will be filled by them upon verification of the Form of Acceptance and the same being found valid. All other requirements for valid transfer will be precondition for valid acceptance.

    II. For Equity shares held in demat form:

    Beneficial owners should enclose

    • 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).
    • Photocopy of the delivery instruction in "Off Market" mode or counterfoils of the delivery instruction in "Off Market" mode, duly acknowledged by the DP.
    • For each Delivery Instruction, the beneficial owner should submit separate Form of Acceptance.  

    2. Neither the share certificate(s) nor transfer deed(s) nor the form of acceptance should be sent to the acquirers or to SCDL. The same should be sent to the Manager/Registrar to the Offer only.

    3.Persons who hold the shares of SCDL but have not received the Letter of Offer or persons who have sent shares for transfer as well as unregistered holders of shares are also eligible to participate in the Offer. No indemnity is sought for. All such persons can apply on plain paper and can send their application in writing to the Manager/Registrars to the Offer. The form of acceptance and other documents mentioned in para 1 may not be insisted upon from persons not receiving the offer document. They are required to submit other documents to prove their title to the shares offered for acceptance, such as certified true copy of brokers contract note, transfer deed(s) executed by the registered holders of the shares and share certificate(s). It may be noted that if the specimen signature(s) of the Transferor differs with the specimen signature(s) recorded with SCDL or are not in the same order, such shares are liable to be rejected under this Offer even if the Offer has been accepted by a bonafide owner of such untransferred shares.

    4.Shareholders whose names appeared on the Register of Members of SCDL as on Friday, 22nd February, 2002 (specified date) have been mailed with this Offer Document.

    5.If one or more of the joint holders is deceased, the Form of Acceptance must be signed by all the surviving holders and submitted along with a photocopy of the Death Certificate(s) of the deceased holder(s) with the necessary directions for deleting his/her name from the Register of Members, while accepting this offer. In case the shares are in the name of a single holder who is deceased, the acceptance by his/her successor should be accompanied by a duly notarised copy of the Succession Certificate.

    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 acceptance of the Offer with Name, Address, No. of shares held, No. of shares offered, Distinctive Nos., Folio Nos., 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. Friday, 31st May, 2002 or in case of beneficial owners they may send their application in writing to the Registrar to the Offer , on or before the close of the Offer, i.e. Friday, 31st May, 2002 on a plain paper stating Acceptance of the Offer with Name, Address, No. of shares held, No. of 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, or 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 Offer i.e. Friday, 31st May, 2002. Unregistered owners should not sign the transfer deed and the transfer deed should be valid for transfer. Alternatively such shareholders, if they so desire, may apply on the form of acceptance cum acknowledgement obtained from the web-site, http://www.sebi.gov.in/

    7.Non-Residents, if any, should also enclose copy of permission received from RBI for the shares held by them in Som Construction & Developers Limited

    8.The documents referred to above should be sent to the Manager/ Registrar to the offer at the addresses mentioned below during business hours :

    Name and address of person(s) to whom the shares should be sent

    Working days and timings

    Mode of delivery

    MANAGER TO THE OFFER :

    Financial & Management Services Ltd.

    15, Chittaranjan Avenue, Ground Floor,

    Kolkata - 700 072.

    Phone : (033) 2374780/8134

    Fax : (033) 2361452

    E-mail : fmsl@vsnl.com

    Contact Person : Mr. Shouvik Kundu

    (Monday to Friday 11.00 AM to 3.30 PM, Saturday 10.00 AM to 1.00 PM) only excluding Sundays and Bank Holidays.

    Applicants may send their documents only by Registered Post, at their risk, if not hand delivered, to the Manager / Registrars at Kolkata only.

    REGISTRAR TO THE OFFER

    Maheshwari Datamatics Private Ltd.

    6, Mangoe Lane, 2nd Floor,

    Kolkata - 700 001.

    Phone : (033) 2208029/0809/2482248

    Fax : (033) 2484787

    Contact Person : Mr. S. Rajagopal

    (Monday to Friday 11.00 AM to 3.30 PM, Saturday 10.00 AM to 1.00 PM) only excluding Sundays and Bank Holidays.

    Applicants may send their documents only by Registered Post, at their risk, if not hand delivered, to the Manager / Registrars at Kolkata only.

    9. If the aggregate of the valid response to the Offer exceeds 15,96,850 equity shares, then the Acquirers shall accept the offers received on a proportionate basis in accordance with Regulation 21(6). The acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than marketable lot.

    10. The shares, which could not be accepted, would be returned by Registered Post.

    11. (a) Payment of consideration will be made by crossed account payee cheques/demand drafts and sent by registered post to those shareholders whose share certificates and other documents are found in order and accepted by the Acquirers. All cheques/demand drafts will be drawn in the name of the first holder, in case of joint registered holders.

    (b) In case of unregistered owner of the shares, payment will be made by crossed account payee cheque/demand draft in the name of such unregistered owner who has tendered the shares under this Offer.

    12.The Registrars 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 shareholders of Som Construction & Developers Limited who have accepted the Offer, till the Cheques / drafts for the consideration and / or the unaccepted shares / share certificates are despatched or returned.

    13.Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post at the Shareholders' / unregistered owners' sole risk, to the sole / first shareholder. Shares held in 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.

     8. MATERIAL DOCUMENTS FOR INSPECTION

    Copies of the following documents will be available for inspection with the Manager to the Offer at 15,Chittaranjan Avenue, Ground Floor, Kolkata-700 072 on any working day between 11.00 am and 3.00 pm during the Offer Period i.e. from 2nd May, 2002 to 31st May, 2002.

    1. Agreements dated 18th February, 2002 between the Acquirers and the Sellers.
    2. Consent Letters from Manager to the Offer and Registrar to the Offer.
    3. Memorandum of Understanding between the Acquirers and the Manager to the Offer.
    4. Annual Reports of SCDL for three years i.e. 1998-99, 1999-2000. 2000-2001 and for the period ended 31st October, 2001.
    5. Documents related to Escrow Account i.e., Balance confirmation letter from Tamilnad Mercantile Bank Ltd. dated 25.04.2002. and Letter confirming the creation of lien over the Escrow Account in favour of the Manager to the Offer from Tamilnad Mercantile Bank Ltd. dated 06.02. 2002
    6. Certificate from Tandon & Mahendra, Chartered Accountants, confirming that sufficient resources are available with the Acquirers for fulfilling obligation under this Offer in full.
    7. Power of Attorneys executed by Smt Pooja Arora in favour of Shri Som Arora, authorising him to act on his behalf.
    8. Certificate from Shri R.C. Beri, Solicitors and Advocates confirming that the Open Offer is in conformity with the regulations and other laws.
    9. A copy of public announcement, which appeared in the newspaper on 21st February, 2002.
    10. C.A.�s certificate certifying the net worth of the Acquirers
    11. C.A. Certificate certifying the net realisable book value.
    12. A copy of the agreement into with Depository participant for opening a special depository account for the purpose of the offer.
    13. Revised Public Announcement dated 27th April, 2002.
    1. SEBI observation letter no. TO/AS/6448/02 dated 18th April, 2002.

    9. DECLARATION BY THE ACQUIRERS

    The Acquirers, namely, Shri Som Arora and Smt Pooja Arora, accept full responsibility for the information contained in this letter of offer and are severally and jointly responsible for ensuring compliance with the Regulations.

    Sd/-

    SHRI SOM ARORA

    Sd/-

    SMT POOJA ARORA

    Place: Kolkata

    Date: 25th April, 2002.

     THIS DOCUMENT IS IMORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

    (Please send this Form with enclosures to the Manager/Registrar to the Offer at the address given overleaf)

    OFFER

    OPENS ON :

    THURSDAY May 02, 2002

    CLOSES ON :

    FRIDAY May 31, 2002

     

    FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

    From:

    FOLIO :

    SR.NO. :

    SHARES :

     

     

       

    Tel No.

    Fax No.

    E-mail

     

    To,

    Maheshwari Datamatics Pvt. Ltd.

    6, Mangoe Lane, 2nd Floor,

    Kolkata 700 001

     

    Dear Sir,

    Sub: Open Offer for purchase of 15,96,850 fully paid-up equity shares representing 21.37% of the subscribed capital of Som Construction & Developers Limited at an offer price of Rs. 20/- per fully paid-up equity share by Shri Som Arora and Smt Pooja Arora.

    I/We refer to the Letter of Offer dated 25th April, 2002 for acquiring the equity shares held by me/us in Som Construction & Developers Limited.

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

    I/We, hold the following shares in physical form and 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:

    Sr. No.

    Certificate No.

    Distinctive Nos.

    No. of Shares

     

     

    From

    To

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total

     

    (In case of insufficient space, please use an additional sheet and authenticate the same)

    I/We confirm that the equity shares of Som Construction & Developers Limited 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 transfer deed(s) will be held in trust for me/us by the Registrar to the Offer until the Acquirer makes payment of the purchase consideration as mentioned in the Letter of Offer.

    I/We also note and understand that the Acquirer will pay the consideration only after verification of the documents and signatures.

    I/We hold the following shares in Demat Form and accept the Offer and enclose a photocopy of the Delivery Instruction(s) duly acknowledged by DP in respect of my/our equity shares as detailed below :-

    DP Name

    DP ID

    Client ID

    Name of Beneficiary

    No. of shares

     

     

     

     

     

    I/We have done an off-market transaction for crediting the shares to the "Som Construction & Developers Limited - Open Offer" Account to acquire equity shares of Som Construction & Developers Limited whose particulars are:

    DP Name - Infrastructure Leasing and Financial Services Limited

    DP ID - IN 300095

    Beneficiary Client ID - 10702599

    I/We note and understand that the Shares would lie in the said A/c i.e. Som Construction & Developers Limited - Open Offer to acquire equity shares of Som Construction & Developers Limited until the Acquirer makes payment of the purchase consideration as mentioned in the Letter of Offer.

    I/We authorise the Acquirer 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 to return to me/us, the equity share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof and in the case of dematerialised shares, to the extent not accepted will be released to my Depository Account at my sole risk.

    I/We authorise the Acquirer or the Manager to the Offer 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 above.

    The Permanent Account No. (PAN/GIR NO.) allotted under the Income Tax Act, 1961is as under

     

    1st Shareholder

    2nd Shareholder

    3rd Shareholder

    PAN/GIR No.

     

     

     

    Yours faithfully,

    Signed and Delivered

     

    FULL NAME(S) (TO BE FILLED IN CAPITAL LETTERS)

    SIGNATURE(S)

    1st Shareholder

     

     

    2nd Shareholder

     

     

    3rd Shareholder

     

     

    Note: In case of joint holders all must sign. In case of body corporate, stamp of the company should be affixed and necessary Board Resolution should be attached.

    So as to avoid fraudulent encashment in transit, the applicants are requested to provide details of bank account of the sole/first shareholder and the consideration cheque or demand draft will be drawn accordingly.

    Name of the Bank

     

    Account No.

     

    Savings/Current/NRE/NRO/Others (Please specify)

    Address of the Branch

     

     

    Place :

    Date :

    ---------------------------------------------------(Tear Here)----------------------------------------------------

    Acknowledgement Slip

    Shri Som Arora and Smt. Pooja Arora

    C/o Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor, Kolkata 700 001

    Received from Mr. / Ms./ M/s ________________________ Form of Acceptance cum Acknowledgement # _______________ Number of Share Certificates for ____________ shares / # Copy of the Delivery Instruction to DP for ________ shares.

    # Delete whichever is not applicable

    Signature of official & Date of Receipt

    Stamp of Collection centre

     

    Note : All future correspondence, if any, should be addressed to :

    MANAGER TO THE OFFER :

    Financial & Management Services Ltd.

    15, Chittaranjan Avenue, Ground Floor,

    Kolkata - 700 072.

    Phone : (033) 2374780/8134

    Fax : (033) 2361452

    E-mail : fmsl@vsnl.com

    Contact Person : Mr. Shouvik Kundu

    REGISTRAR TO THE OFFER

    Maheshwari Datamatics Private Ltd.

    6, Mangoe Lane, 2nd Floor,

    Kolkata- 700 001.

    Phone : (033) 2208029/0809/2482248

    Fax : (033) 2484787

    Contact Person : Mr. S. Rajagopal

     

     

     

     

     

     

     


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