| Home | Back | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
LETTER
OF OFFER THIS DOCUMENT IS IMPORTANT
AND REQUIRES YOUR IMMEDIATE ATTENTION This
Letter of Offer is being sent to you as a shareholder(s) of Tripex Overseas
Limited (herein after referred to as �TOL� or �the Company� or the
�Target Company�). If you require any clarification about the action to
be taken, you should consult your Stockbroker or Investment Consultant or the
Manager to the Offer or the Registrar to the offer. In case you have sold your
shares in TOL, please hand over this Letter of offer and the accompanying FORM
OF ACCEPTANCE CUM ACKNOWLEDGEMENT, FORM OF WITHDRAWAL and Transfer Deed to the
member of the Stock Exchange through whom the said sale was
effected.
All
further correspondence, if any, should be addressed to the Registrar to the
Offer at address mentioned below:
SCHEDULE
OF MAJOR ACTIIVITIES OF THE OFFER:
Risk Factors: 1.
Post this Offer the Acquirers
will be having a significant equity
ownership and control over the Target Company pursuant to regulation 10 & 12
and the interest of the Acquirers may conflict with those of the other
shareholders. 2. In the event that either (a) a regulatory approval is not received in a timely manner, (b) there is any litigation leading to stay on the Offer, or (c) SEBI instructs the Acquirers not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the public shareholders of TOL whose Shares have been accepted in the Offer as well as the return of Shares not accepted by the Acquirers may be delayed. 3. The Acquirers intend to acquire 10,20,000 Equity Shares of Rs. 10/- each of TOL at a price of Rs. 10/- per share representing 20.02 % of the total voting equity share capital under the SEBI Takeover Regulations . Further, the Shares tendered in the Offer in demat form will lie to the credit of a designated escrow account and the shares tendered in physical form will lie with the Registrar to the Offer, till the completion of the Offer formalities. Accordingly, the Acquirers make no assurance with respect to the market price of the shares both during the Offer period and upon the completion of the Offer, and disclaim any responsibility with respect to any decision by the shareholders on whether or not to participate in the Offer 4. Acceptance of the Shares tendered in the Offer is subject to receipt of the statutory approvals, as mentioned in Section 8 of this Letter of Offer including the approval from R.B.I. to be taken by the Company, if any in terms of the Foreign Exchange Management Act, 1999. For further details, see Section 8 of this Letter of Offer. The risk factors set forth above pertain
to the Offer and not in relation to the present or future business or operations
of TOL or any other related matters, and are neither exhaustive nor intended to
constitute a complete analysis of the risks involved in participation or
otherwise by a shareholder in the Offer. Shareholders of TOL are advised to
consult their stockbroker or investment consultant, if any, for further risks
with respect to their participation in the Offer. TABLE OF CONTENTS
1)
DEFINITIONS /
ABBREVIATIONS
2)
DISCLAIMER CLAUSE IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE FILING OF THE
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 TRIPEX
OVERSEAS LIMITED (�THE COMPANY�) TO TAKE AN INFORMED DECISION WITH REGARD TO THE
OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS
OF THE ACQUIRERS OR OF THE COMPANY WHOSE SHARES / CONTROL ARE / 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 THE
ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY, AND
DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER OF
THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS
DULY DISCHARGES THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS
THIS PURPOSE THE MANAGER OF THE OFFER � VIVRO FINANCIAL SERVICES PVT. LTD. HAS
SUBMITTED DUE DILIGENCE CERTIFICATE -DATED 6TH APRIL 2005 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL
ACQUISITION OF SHARES AND TAKEOVER) REGULATIONS 1997 AND SUBSEQUENT AMENDMENTS
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. 3)
DETAILS OF THE
OFFER 3.1
Background of the
Offer a)
This Offer is being made by
the Acquirers in compliance with Regulations 10, and 12 of the Regulations. The prime object of
the Offer by the Acquirers is substantial acquisition of shares and voting
rights accompanied with change in control / management of
TOL. b) The Acquirers have through their duly constituted Attorney holder Mr. Manindersingh S. Jolly entered into a Share Purchase Agreement (the �SPA�) dated 21st March, 2005 with Mr. Saurin N. Shah residing at 12, Arun Society, Paldi, Ahmedabad 380 007, Mr. Jayesh A. Mehta residing at 3, Veerdharmyug Society, Fatehnagar, Ahmedabad 380 007 and Mrs. Chaula S. Shah residing at 12, Arun Society, Paldi, Ahmedabad 380 007 who are also the promoters of the Target Company (herein after referred to as the �Promoter Sellers�) and also acquired on the same day on Spot Delivery Basis from them, subject to what stated in paragraph herein after appearing, 10,00,300 (Ten Lacs and Three Hundred Only) fully paid-up equity shares representing 19.61% of the total paid-up equity share capital and 19.63% of the total voting equity share capital of M/s Tripex Overseas Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 285, Mezanine Floor, New Cloth Market, Ahmedabad, 380 002, Gujarat (Target Company) and that triggered the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The above referred acquisition of shares were as under:
The summary of the major terms of the SPA are as follows: � The Acquirers shall comply with all the obligation of an acquirer under the SEBI Takeover Code and in case of non-compliance with the provision of the SEBI Takeover Code; this SPA shall not be acted upon by the parties. � It is a fundamental condition and essence of the contract that the Sellers shall sell and Purchasers shall purchase the entire 10,00,300 (Ten Lacs Three Hundred) equity shares owned by the Sellers in the aforesaid Exhibit at the price of Rs.6/- per share. �
The Purchasers shall bear
the stamp duty payable on the transfer of shares. �
Upon the Purchasers
acquiring the shares, the Sellers shall cooperate with the
Purchasers in restructuring the Board of Directors of the
Company.
�
This agreement shall be
binding on the parties, their heirs, legal representatives, executors and
successors. �
This agreement shall be
constructed in accordance with the law of India. When implementing this
agreement each party shall follow the SEBI Regulations and all other applicable
laws. c)
Upon fulfillment of all the
obligations by the Acquirers under the regulations as certified by the Merchant
Banker, the board of directors of the target company shall transfer the
securities acquired by the Acquirers and shall also allow such changes in the
board of directors as would give the Acquirers representation on the board and
control over the Company. d)
Other than the Acquirers who are acting in concert with
each other for the purpose of this
open offer, no other person
is acting in concert with the Acquirers for the Offer. Due to the operation of
Regulation 2(1)(e) of the Regulations, there could be persons who could be
deemed to be acting in concert. However they are not acting in concert for the
purpose of the Offer. e)
The Acquirers acquired
10,00,300 fully paid equity shares in the Target Company constituting 19.61 % of
the total Equity Share capital and 19.63% of total voting capital during the 12 months preceding
the date of the PA in the Target Company.
f)
The offer is not as result of a Global Acquisition
resulting in indirect acquisition of Target Company. g)
Neither Acquirers nor the
Target Company have been prohibited by SEBI from dealing in the securities in
terms of directions issued under Section 11B of SEBI Act or under any of the
regulations made under the SEBI Act. h)
The Acquirers have decided to
change the composition of Board of
Directors of TOL and for such a change, the promoters of the
Target company shall cooperate them for the restructuring as per one of the
terms of the SPA . i)
The Manager to the Offer i.e. Vivro Financial Services
Pvt. Ltd. does not hold any share in the Target Company as on the date of PA.
They declare and undertake that they shall not deal in the shares of the Target
Company during the period commencing from the date of their appointment as
Manager to the offer till the expiry of 15 days from the date of closure of
offer. 3.2
Details of the
proposed Offer: a)
The Public Announcement dated
24th March 2005 was made in the following newspapers, in accordance
with Regulation 15 of the Takeover Regulations
The Public Announcement dated 24th March 2005 is
also available on SEBI�s website at http://www.sebi.gov.in/ b) The Acquirers are making an offer to the public shareholders of TOL to acquire 10,20,000 equity shares (�Shares�) of Rs. 10/- each representing 20.00 % of the total equity share capital and 20.02% of total voting equity share capital of TOL at a price of Rs. 10/- (Rupees Ten Only) per equity share (�Offer Price�) payable in cash . The offer price for partly paid shares will be adjusted to the extent unpaid as per Regulation 20 (10) of the regulations. However such offer may be subjected to payment of interest on un paid calls. Accordingly the offer price for the partly paid up shares shall be Rs. 4/- per share i.e. Amount offered to fully paid up shares (Rs.10 per share) as reduced by amount of calls in arrears ( Rs. 6 per share). The fair value of shares as on 31 st March 2004 as per the valuation report is Rs. 1.98 per share. So the Offer price of Rs.10/- per share is justified in terms of Regulation 20(5) of the Regulations. The individual Acquirers shall acquire such shares in the following numbers:
c)
If the aggregate of the valid
response exceeds 10,20,000 shares, then, the Acquirers shall accept the shares
equal to the offer size i.e. 10,20,000 shares, on a proportionate basis, in
consultation with the Manager to the Offer, in accordance with Regulation 21(6)
of the Regulations. In such an event all the equity shares tendered by the
applicant may not be accepted. d)
The Offer is NOT conditional
upon any minimum level of acceptance by the shareholders. e)
The Acquirers have not
acquired any shares of TOL after the date of the Public Announcement till the
date of this Letter of Offer. f)
The Equity Shares of TOL are
to be acquired, pursuant to the offer shall be, free from all liens, charges and
encumbrances and together with all rights attached thereto, including the rights
to all dividends or other distributions hereinafter declared, made or paid. g)
This is not a competitive bid.
Further, terms and conditions of the offer are set out in Section 8 of
this Letter of Offer. The procedure for sending acceptance and settlement is set
out in Section 8 of this Letter of Offer. 3.3
Objects of the Acquisition / Offer a)
The Offer has been made pursuant to Regulation 10, 12 and other provisions of Chapter III
and in compliance with the Regulations. The acquisition is for substantial
acquisition of shares and voting rights accompanied with change in control /
management b) The Acquirers entered into a Share Purchase Agreement on 21st March, 2005 with the promoters of the Target company and acquired the shares equivalent to 19.61% of the total equity share capital of the TOL on the spot delivery basis. The acquisition triggered the Securities and Exchange Board of India ( Substantial Acquisition of Shares and Takeovers) Regulations, 1997. And as per the said Regulations they were required to make a Public Announcement for the acquisition of at least 20% of the total equity share capital of the Target Company and comply with all the relevant provisions of the SEBI Takeover Regulations. c) Accordingly, the Acquirers pursuant to such a Share Purchase Agreement and acquisition are now making this offer to the Public Shareholders of the Company for acquisition of 10,20,000 equity shares representing 20.00% equity share capital and 20.02% of the proportionate voting shares capital the Company so as to ensure compliance with the regulations. d) Tripex Overseas Limited is presently engaged in the business of trading in yarns and clothes. The Acquirers by virtue of their managerial and administrative expertise intend to enter in to trading activities in yarn and clothes in large scale by taking management control through acquisition of shares of Target Company. By virtue of this acquisition the Acquirers will get substantial shareholding entitling them to exercise control over the Target Company. 4) BACKGROUND OF THE ACQUIRERS I.
Surbhi Capital And Finance Pvt.
Ltd.(SCFPL) a)
SCFPL is a company incorporated on 19th
July 1995 under the Companies Act, 1956, having its registered office
at 1st Floor, 65, M. G. Road, Goregaon (W), Mumbai, 400 062., Tele
no. (022) 28754800, Fax no. (022) 28754700 b) SCFPL is presently engaged in the business of making investment in the shares and the securities and providing loan and advances. c) The promoters and the directors of SCFPL are Mr. Ashok P. Jain and Mr. Sanjay B. Chohan. d) The Acquirer company M/s. Surbhi Capital and Finance Private Ltd. has complied with the applicable provisions of Regulation 7(1) and (2) of Chapter II of Takeover Regulations regarding the disclosure of its shareholding in the Target Company to the Target company and the stock exchanges where shares of the target company are listed within 2 days of the date of acquisition of such shares i.e 21st March, 2005. e)
Present Composition of the
Board of Directors of SCFPL as on the date of the PA:
f)
The summarized
consolidated financial statements of SCFPL are as
follows: (a)
Profit and Loss
Statement (Rs. in Lacs)
(b)
Balance Sheet Statement
(Rs.
in Lacs)
Source: The above financial data has been taken from the
audited annual accounts of SCFPL for the year 2001-2002, 2002 � 2003, 2003 � 2004 and 2004-
2005. �
The amount of Rs. 89.82
lacs standing to the credit of reserves and surplus A/c. of the company for the
year ended 31st March 2005 is entirely the amount of share premium received by
the company on the fresh issue made during the year. II.
Lakhani Marketing Private Limited
(LMPL) a) LMPL is a company incorporated on 14th February 1995 under the Companies Act, 1956, having its registered office at 12/D � 1, Esteejeejay Co-op. Society, Sai Baba Nagar, Borivli (W), Mumbai, 400 092, Tele no. (022) 28648612, Fax no. (022) 28636505. b) LMPL is presently engaged in the business of making investment in the shares and the securities and trading in the same. c) The promoters and the directors of LMPL are Mr. Manindersingh S. Jolly and Mr. Sushil O. Chichani. d) The Acquirer company Lakhani Marketing Private Limited has complied with the applicable provisions of Regulation 7(1) and (2) of Chapter II of Takeover Regulations regarding the disclosure of its shareholding in the Target Company to the Target company and the stock exchanges where shares of the target company are listed within 2 days of the date of acquisition of such shares i.e 21st March, 2005. e)
Present Composition of the
Board of Directors of LMPL as on the date of the PA:
f)
The summarized
consolidated financial statements of LMPL are as
follows: a)
Profit and Loss
Statement Since the Company has not commenced its business activity,
it has not prepared its Profit & Loss
A/c. b)
Balance Sheet Statement
(Rs. in Lacs)
Source: The
above financial data has been taken from the audited annual accounts of LMPL for
the year 2001-2002, 2002 � 2003
2003 � 2004 and 2004- 2005 . �
The amount of Rs. 89.82
lacs standing to the credit of reserves and surplus A/c. of the company for the
year ended 31 st March 2005 is entirely the amount of share premium received by
the company on the fresh issue made during the year. III.
Mr. Manindersingh S. Jolly a) Mr. Manindersingh S. Jolly , aged 40 years, (�individual�), being an Indian citizen, (a person resident in India), is residing at 28, Vallabh Nagar Society, Varacha Road, Surat 395006, Tele no. (02646) 251419. b) Mr. Manindersingh S. Jolly is the Science graduate and B. Tech by qualification . He has a very wide experience of 20 years in the business of manufacturing and trading of chemicals. c) M/s D. G. Khose & Co., Chartered Accountants (Membership no. 38137) having their office at 20, Amarkunj, J.B. Nagar, Andheri (East) Mumbai 400 059 (telephone No. (022) 2839 0457) have certified vide their certificate dated 12th March, 2005 that the net worth of Mr. Manindersingh S. Jolly is of Rs. 86.51 lacs (Rupees Eighty Six Lacs and Fifty One Thousand Only). as on 31st March 2004. d) The Acquirer Mr. Manindersingh S. Jolly has complied with the applicable provisions of Regulation 7(1) and (2) of Chapter II of Takeover Regulations regarding the disclosure of his shareholding in the Target Company to the Target company and the stock exchanges where shares of the target company are listed within 2 days of the date of acquisition of such shares i.e 21st March, 2005. e) Mr. Manindersingh S. Jolly is presently holding the directorship in the following mentioned companies: RRJ Dyes & Intermediates Limited, Prolife Biochemical Industries Private Limited, Goldstar Chemicals Private Limited, Solvochem Intermediates Private Limited and Lakhani Marketing Private Limited. He is presently a partner of M/s J.S. Chemicals and M/s Solvochem Industries. f) Mr. Manindersingh S. Jolly does not have any intention to dispose of or otherwise encumber any assets of the Company in the next two years from the date of the closure of the offer, except in the ordinary course of business with the prior approval of the shareholder of the Company. g) Except with the approval of the shareholders of TOL, the Acquirer undertakes that he will not sell, dispose of or otherwise encumber any substantial assets of TOL. h) No Litigations are pending against Mr. Manindersingh S. Jolly. IV.
Mr. Ashok P. Jain a)
Mr. Ashok P. Jain, aged 38 years, being an Indian
citizen (a person resident in India) is residing at 9, Rajni Gandha Apartment,
Prithvi Cotton Mill Compound, Station Road, Bharuch 392002, Gujarat, Tele no.
(02646) 251419, (02642) 227740. b)
Mr. Ashok P. Jain is the commerce graduate by
qualification and has 10 years experience in the business of trading in chemicals. He holds
directorship in Surbhi Capital and Finance Private Ltd., which is also one of
the acquirers to the offer. c)
M/s D. G. Khose & Co., Chartered Accountants
(Membership no. 38137) having their office at 20, Amarkunj, J.B. Nagar, Andheri
(East) Mumbai 400 059 (telephone
No. (022) 2839 0457) have certified vide their certificate dated 12th
March, 2005 that the net worth of Mr. Ashok P. Jain is of Rs. 63.92 lacs (Rupees
Sixty Three lacs and Ninety Two Thousand Only) as on 31st March
2004. d) The Acquirer Mr. Ashok P. Jain has complied with the applicable provisions of Regulation 7(1) and (2) of Chapter II of Takeover Regulations regarding the disclosure of his shareholding in the Target Company to the Target company and the stock exchanges where shares of the target company are listed within 2 days of the date of acquisition of such shares i.e 21st March, 2005. e) He is presently holding the directorship in the following mentioned companies: RRJ Dyes & Intermediates Limited, Prolife Biochemical Industries Private Limited, Goldstar Chemicals Private Limited, Solvochem Intermediates Private Limited and Surbhi Capital & Finance Private Limited. He is presently a partner of M/s J.S. Chemicals and M/s Solvochem Industries. f) Mr. Ashok P. Jain does not have any intention to dispose of or otherwise encumber any assets of the Company in the next two years from the date of the closure of the offer, except in the ordinary course of business with the prior approval of the shareholder of the Company. g) Except with the approval of the shareholders of TOL, the Acquirer undertakes that he will not sell, dispose of or otherwise encumber any substantial assets of TOL. h) No Litigations are pending against Mr. Ashok P. Jain. 5)
DELISTING OPTION TO
THE ACQUIRERS IN TERMS OF REGULATION 21 (3) The Public Shareholding shall not reduce to a level below the limit specified in the Listing Agreement with the stock exchanges for the purpose of listing on continuous basis as a consequence of the Offer. Hence the provision of Regulation No. 21(3) does not apply. 6) BACKGROUND OF
TRIPEX OVERSEAS LIMITED (The �Target Company�) 6.1
Location of the Company Tripex Overseas
Limited (TOL) is a Public Limited Company having its Registered Office at 285, Mezanine
Floor, New Cloth Market, Ahmedabad, 380 002, Gujarat.
6.2
Brief History and Main Areas of Operation
a) The Company was originally incorporated on 8th September 1995 and received the certificate of commencement of business on 12th September 1995. The company had been promoted by Mr. Saurin N. Shah, Mr. Jayesh A. Mehta and Mrs. Chaula S. Shah. The present Directors of the Company are Mr. Saurin N. Shah, Mr. Jayesh A. Mehta, Mr. Pawankumar Agrawal, Mr. Sanjay Patel, Mr. Mahendra Chuhan and Mr. Ashok Jain . b) The Target Company is engaged in the business of trading in yarns, fabrics and dyes. 6.3
Details of the
manufacturing facilities of the company The company is engaged in the trading activity of yarns and clothes and it is not carrying
on any manufacturing activity. So there are no manufacturing facilities
available with the company. 6.4
Share Capital
Structure of TOL a)
The Share Capital Structure of TOL as on 31st
March, 2004 is as follows:
6.5
Details of the changes
in share capital of the Target Company since incorporation
The equity shares of the Company are listed on The Stock Exchange, Mumbai
(�BSE�) and The Stock Exchange, Ahmedabad (�ASE�). The Annualized
Trading Turnover of the equity shares of the Company on BSE during the preceding
six months i.e. from 1st September 2004 to 28th February
2005, prior to the month in which this PA is required to be made is 3600 equity
shares (Based on the web site of BSE and the CMIE Data Base), being less
than 5% of the total listed equity shares of the Company. Based on above
information, the equity shares of the Company are deemed to be infrequently
traded in terms of explanation (i) to Regulation 20(5) of the Regulations and
hence the Offer Price is determined in accordance with the requirement of
Regulation 20(5) of the Regulations. 6.6
There are no outstanding convertible instrument
(warrants / FCDs / PCDs).
6.7
TOL has complied with the applicable provisions
of Chapter II of SEBI Takeover Regulations and the extent of compliance with the same
has been furnished herein below.
6.8
TOL has complied with various requirement under
the Listing Agreement with the Stock Exchange, Ahmedabad. But due to non-payment
of fees and other non-compliances, the shares of the company was suspended by
the Stock Exchange, Mumbai. However on adequate compliance the listing was
reinstated with effect from 23.11.2004 . 6.9
Present Composition of the Board of
Directors of TOL as on the date of the PA:
6.10
There have been no mergers /
demergers / Spin � offs during past three years involving TOL. Further, the name
of the company has not been changed since the date of its
listing. 6.11
Brief audited
financials of TOL The summarized consolidated financial statements of TOL are
as follows: (b)
Profit and Loss
Statement (Rs. in Lacs)
(b) Balance
Sheet Statement
(Rs.
in Lacs)
Source: The above financial data has been taken from the
audited annual accounts of TOL for the year 2001-2002, 2002 � 2003 and 2003 �
2004 and the Statement of accounts
certified by the Statutory Auditor for the period from 1st April 2004
to 31st December 2004. 6.12
Comparison of Financial Results a)
Year ended 31st March 2004 compared to year
ended 31st March 2003 During the year ended
31st March,2004 there was an increase in Total Income of the company
by 18.75 times as compared with the total income of the financial year ended
31st March, 2003. For the financial year ended 31st
March,2004 there was an decrease of 46.77%
in Profit before Depreciation, Interest & Tax as compared to that of
financial year ended 31st March,2003.The Profit before tax of the financial year ended
31st March,2004 increased to Rs.1.04 lacs as compared to the same
of Rs.(2.04) lacs for financial
year ended 31st March,2003.Again the Profit After Tax of year ended
31st March,2004
increased to Rs. 0.99 lacs as against Rs. (2.04) lacs for year ended
31st March, 2003.
Year ended 31st March 2003 compared to year ended
31st March 2002 During the year ended 31st March, 2003 there was an increase in Total Income of the company by 9.17 times as compared with the total income of the financial year ended 31st March, 2002. For the financial year ended 31st March, 2003 the Profit before Depreciation, Interest & Tax increased to Rs. 2.01 lacs as compared to Rs. (1.68) lacs for that of financial year ended 31st March,2002. But there was a decrease in Profit before tax and Profit after tax of the financial year ended 31st March,2003 to Rs. (2.04) lacs as compared to Rs. (1.71) lacs for the financial year ended 31st March,2002. 6.13
Pre and Post- Offer share holding pattern of TOL as on the date
of letter of offer
NOTE: Grand Total does not include the no. of shares at (1)
above, Source: The above information is drawn from the List of
shareholders and shareholding pattern provided by TOL and duly certified by the
Chairman and Managing Director of TOL 6.14
Details of Change in Shareholding of the
Promoters as and when it happened in TOL There has been no
change in the Shareholding of the promoters of TOL right from the date of allotment of
the shares to them by the target company. Details of the
Compliance with SEBI Take over Code: TOL has confirmed that it has complied
with the applicable regulatory requirement during every change (increase or
decrease) in its capital structure starting from the date of incorporation.TOL
has further confirmed that the applicable provisions of the SEBI Takeover Code
excluding partial compliance of Chapter II of the SEBI Takeover Code, as in
force at the relevant time was complied with by the Promoters and TOL, except non compliance mentioned below.
.
6.15
Compliance with the
Corporate Governance
TOL has complied
with the applicable requirement of the listing agreement in relation to
Corporate Governance. The details of the corporate governance for the Company
are as follows : (Source: Annual Report of TOL for the Financial year 2003-04
and subsequent clarifications from TOL) (a)
Composition of the
Board of Directors and various committees required under Corporate
Governance
The Board of Directors of the Company consists 6 Directors , 4 of them is
non-executive-independent directors.
The Audit Committee comprises
4 independent
non-executive directors.
The Company has not constituted remuneration committee. The Board of
Directors of the Company decide the remuneration policy of the
Company.
The Company has constituted the Share Transfer And Investor�s Grievances
Committee, which consists three members, Shri Saurin Shah is a Chairman of the
Committee. The Committee resolves any complaints received from the Shareholders
and provide information to the Board of Directors of the Company. There were no
complaints received during the financial year ended as on 31st March,
2004.
Compliance Certificate of
the Auditors The Statutory
Auditors of the Company have vide their letter dated 10-08-2004 certified, for
the year ended March 31, 2004 that in their opinion and to the best of their
information and according to the explanations given to them, and the
representation made by the directors and the management, TOL has complied with
the conditions of Corporate Governance as stipulated in Clause 49 of the Stock
Exchange Listing Agreement. 6.16 There are no material legal cases or pending litigations involving TOL, to the best of knowledge of TOL.. 6.17
The Compliance
Officer of TOL is Mr. Saurin N. Shah . His contact details are : 12, Arjun
society, Paldi, Ahmedabad � 380 007.Tele no. (079)
2162965. 7)
OFFER PRICE AND
FINANCIAL ARRANGEMENTS 7.1 Justification of Offer
Price 7.1.1
The Equity Shares of the Company are listed on The Stock Exchange, Mumbai
(�BSE�) and The Stock Exchange, Ahmedabad
(�ASE�). 7.1.2
The Annualized Trading Turnover of the equity shares of
the Company on BSE during the preceding six months i.e. from 1st
September 2004 to 28th February 2005, prior to the month in which
this PA is required to be made is 3600 equity shares (Based on the website of
BSE and the CMIE Data Base), being less than 5% of the total listed equity
shares of the Company.
Note: Trading volume data has been taken from the official
quotations of The BSE. 7.1.3
Based on above information, the equity shares of the
Company are deemed to be infrequently traded in terms of explanation (i) to
Regulation 20(5) of the Regulations and hence the Offer Price is determined in
accordance with the requirement of Regulation 20(5) of the Regulations. 7.1.4
The Share Price of Rs.10/-
per fully paid up equity share of TOL is justified in terms of Regulation 20 (5)
of the Takeover Regulations since the same has been determined after considering
following facts:
*Source: Capital Market, Volume XX/01 dated 14th
March, 2005 7.1.5
Since the shares of TOL are
infrequently traded on the above mentioned Stock Exchanges, the fair value of
shares has been arrived at by considering the above parameters and by placing
reliance on the Supreme Court Judgment in the Case of Hindustan Lever Employee
Union vs. Hindustan Lever Limited [(1995) 83 CC 30] and with due regard to the
erstwhile CCI Formula for valuation of shares. Accordingly, the fair value has
been calculated taking weighted average of three methods as
follows:
The above working is regarding the fair valuation of shares of TOL as on
31 st March 2004 and is certified by Mr. Vasudev Upadhyay, (Membership no.
48175) a partner of M/s Jain Sheth & Co., Chartered Accountants,
having their office at 34, Funpoint complex, Opp.
Gurukul Tower, Gurukul Road, Memnagar, Ahmedabd-380052 Gujarat (Telephone No.
(079) 27419767 vide their
certificate dated 21st March, 2005. 7.1.6
Based on the above
information, in the opinion of the Manager to the Offer, the Offer Price is
being justified in terms of Regulation 20 (5) of the Takeover
Regulations. 7.1.7
The offer price for partly
paid shares will be adjusted to the extent unpaid as per Regulation 20 (10) of
the regulations. However such offer may be subjected to payment of interest on
non paid calls. Accordingly the offer price for the partly paid up shares shall
be Rs. 4/- per share i.e. Amount offered to fully paid up shares (Rs.10 per
share) as reduced by amount of calls in arrears ( Rs. 6 per
share) 7.1.8
If the Acquirers acquire
shares in the open market or through negotiations, after the date of Public
Announcement and upto seven working days prior to the closure of the offer at a
price higher than the offer price stated herein, the highest price paid for such
acquisition shall be payable for all shares tendered and accepted under this
offer as per regulation 20 (7) of the Takeover
Regulations. 7.2
Financial
arrangements: 7.2.1 The maximum purchase consideration payable by the Acquirers in case of full acceptance of offer i.e. 10,20,000 equity shares is Rs. 1,02,00,000/- at a price of Rs.10/- per equity share 7.2.2 The Acquirers have created an Escrow Account in the form of Fixed Deposit of Rs. 25,50,000/- (being 25 % of the consideration payable) with HDFC Bank Ltd., Goregoan (West) Branch, Mumbai � 400 062. 7.2.3 The Manager to the Offer has been duly authorized by the Acquirers vide their letter dated 21st March, 2005 to realize the value of escrow account in terms of the Regulation. 7.2.4 M/s D.G. Khose & Co., Chartered Accountants (Membership No. 38137) having their office at 20, Amarkunj, J.B. Nagar, Andheri (East), Mumbai 400 059, (Tel No. (022)2839 0457) have certified vide their certificate dated 12th March, 2005 that sufficient resources are available with the Acquirers to fulfill its obligations under the Offer. 7.2.5 Manager to the Offer is satisfied that firm arrangement through verifiable means are in place and the Acquirers have adequate financial resources to meet the obligation under the offer. 7.2.6 Acquirers have adequate and firm financial arrangements in terms of Regulation 16(xiv) out of their business income, investments, personal savings and other assets to fulfill the obligations under the open offer. No borrowings from Bank/ Financial Institution are being made for the purpose. The funds to be utilized shall be domestic and not any foreign funds. 7.2.7 The Manager to the offer has satisfied itself about the Acquirer�s ability to Implement the Offer in accordance with the Takeover Regulations. 8)
TERMS
AND CONDITIONS OF THE OFFER 8.1 Statutory
Approvals a) The Offer is subject to Approval, if any, required from RBI under the Foreign Exchange Management Act, 1999 (FEMA) for the acquisition of equity shares by the Acquirers from the Non residents under the Offer. b) No approval from any Bank/ Financial Institution is required for the purpose of this Offer, to the best of the knowledge of the Acquirers. c) No statutory approvals are required to the best of the knowledge of the Acquirers to acquire the shares that may be tendered pursuant to the Offer. d) If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals. e) Subject to the receipt of statutory approval, the Acquirers shall complete all procedure relating to the Offer including payment of consideration within a period of 15 days from the Offer Closing Date to those shareholders whose share certificates and / or other documents are found valid and in order In case of delay in receipt of any statutory approval, if any, SEBI has power to grant extension of time to the Acquirers for the payment of the consideration to the tendering shareholders subject to the Acquirers agreeing to pay interest as directed by SEBI under Regulation 22(12) of SEBI (SAST) Regulations. If the delay occurs due to willful default of the Acquirers in obtaining the requisites approval, if any, Regulation 22(13) of SEBI (SAST) Regulations will become applicable. 8.2 Other Terms a) The Letter of Offer together with the Form of Acceptance cum Acknowledgement shall be mailed by Registered Post to the shareholders of TOL (except to the Acquirers) whose names appear on the Register of Members of TOL and to the beneficial owners of the shares of TOL whose name appear on the beneficial records of the respective depository at the close of the business on 31st March, 2005 (�specified date�). b) All owners of fully paid-up equity shares, registered or unregistered and the beneficial owners of the shares (except the Acquirers) who own the shares at any time prior to the closure of the offer are eligible to participate in the offer as per procedure set out in the section 9. Unregistered owners/ shareholders who have not received Letter of Offer can send their application in accordance with the section 9 so as to reach the Registrar to the Offer on or before 6th June, 2005. No indemnity is required from the unregistered owners. c) Accidental omission to dispatch this Letter of Offer or the non-receipt or delayed receipt of this Letter of Offer will not invalidate the offer in any way. d) Shares, if any, that are subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end. e) The acceptance of the Offer made by the Acquirers is entirely at the discretion of the shareholders of the Target Company. The Acquirers will not be responsible in any manner for any loss of share certificate(s) and offer acceptance documents during transits and the shareholders of the Target Company are advised to adequately safeguard their interest in this regard. f) Incomplete applications, including non-submissions of necessary enclosures, if any, are liable to be rejected. g) Shares that are subject to any lien, charge or encumbrance are liable to be rejected. h) The instructions and provisions contained in the FOA and FOW constitute an integral part of the terms of this offer. i) Shareholders should note that after 4 PM on the last date of withdrawal i.e. 2nd June 2005, shareholders who have lodged their acceptance would not be able to withdraw them even if the acceptance of shares under the Offer and dispatch of consideration gets delayed. The validly tendered shares and documents would be held by the Registrar to the Offer in trust, till such time as the process of acceptance of tenders and the payment of consideration is completed. j) In case the shares tendered in the open offer are more than the shares agreed to be acquired by the Acquirers, the Acquirers shall accept all valid application received from the shareholders on a proportional basis, in consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and dose not result in non-marketable lots. k) Acquirers are confident of completing all the formalities pertaining to the acquisition of the said shares, within 15 days from the date of closure of this Offer including payment of consideration to the shareholders who have accepted the Offer and for the purpose open a Special account as provided under Regulation 29. l) Subject to the conditions governing this Offer, as mentioned in the Letter of Offer, the acceptance of this Offer by the shareholder(s) must be absolute and unqualified. Any acceptance to the Offer, which is conditional or incomplete, is liable to be rejected without assigning any reason whatsoever. m) Acquirers can revise the price upwards up to seven working days prior to closure of the offer and revision if any in the offer price would appear in the same newspapers where the Public Announcement has appeared. The same price would be paid to all shareholders who tender their shares in the offer. n) Shareholders may note that if there is a competitive bid, the public offers under all the subsisting bids shall close on the same date. As the offer price can not be revised during 7 working days prior to the closing date of the offers / bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly. o) For any queries regarding the Offer the shareholders / applicants may contact the Registrar to the Offer at the address mentioned in this Letter of Offer. p) Where the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired by the Acquirers making the offer, the Acquirers shall, accept offers received from shareholders on proportional basis in consultation with Merchant Bankers taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non marketable lot. Provided that acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than the marketable lot. The marketable lot of the equity shares of the company is one share. Provided that where the Acquirers are unable to make payment to the shareholders who have accepted the offer before the said period of 15 days due to non-receipt of requisite statutory approval, if any, the SEBI may, if satisfied that non-receipt of requisites statutory approval was not due to any willful default or neglect of the Acquirers or the failure of the Acquirers to diligently pursue the application for such approval, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the Shareholders for delay beyond 30 days, as may be specified by the SEBI from time to time.
9)
PROCEDURE FOR
ACCEPTANCE AND SETTLEMENT
PROCEDURE FOR ACCEPTING THE OFFER BY ELIGIBLE
PERSON 9.1.1 The Public shareholders of TOL who qualify and wish to avail of the Offer are free to offer their shareholding in whole or in part and they should forward the documents mentioned in Section 9.2 herein below, by hand delivery at the Collection Centers mentioned below, on or before the close of the business hours but not later than 4 PM on 6th June 2005, Monday . Shareholders are advised to ensure that the FOA and other documents are complete in all respect; otherwise the same are liable to be rejected.
Timing: Monday to Friday (11 AM to 4 PM) Excluding Saturday, Sunday and Bank Holiday The Shareholders who
cannot hand deliver their documents should send the same by Registered Post at
their own risk, to the Registrar to the Offer at their office at Intime Spectrum Registry Limited, C-13,
Pannalal Silk Mill Compound, LBS Marg, Bhandup, Mumbai � 400 078, to reach
before 4 PM on 6th June 2005. The Acquirers do not take any
responsibility for any postal delays. 9.1.2 Shareholders who wish to tender their shares under this Offer should enclose the following documents duly completed: a)
For Shares held in Physical Form: �
Registered Shareholders Should
enclose:
All other requirements for valid transfer will be preconditions for acceptance. �
Unregistered Owners or Shareholders Who have Not
Received the Letter of Offer Should
enclose:
� Name � Address � Number of Shares Held � Number of Shares Offered � Distinctive Numbers of the Shares � Folio No. of the Shares
All other requirements for valid transfer will be preconditions for acceptance. b) For Shares held in Demat Form: �
Beneficial Owners should enclose:
The Registrar to the Offer has opened a Special Depository Account. The details of the Special Depository Account are as under (the �Special Depository Account�):
For each delivery instruction, the beneficial owner should submit a separate FOA. In case of the demat shares, the shareholders of TOL are advised to ensure that their shares are credited in favour of the Special Depository Account, not later than 4 PM on the close of the business hours on Monday, 6th June, 2005. Beneficial Owners having their depository account in CDSL have to use inter depository delivery instruction slip for the purpose of crediting their shares in favour of the Special Depository Account with NSDL. The forms of Acceptance of such demat shares not credited in favour of the Special Depository Account, before 4 PM on Monday, 6th June, 2005 will be rejected. 9.2 Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the shares in respect of which the application is being sent failing which the application would be considered invalid and would be liable to be rejected. 9.3 The Shares Certificates, Shares Transfer Form(s) FOA and other relevant documents, if any, should be sent only to the Registrar to the Offer, at the collection centers mentioned in Section 9 above. They should not be sent to the Manager to the Offer or the Acquirers or the Target Company. The above-mentioned documents can be sent to the collection centers as mentioned in section 9 above by hand delivery or Registered Post on all days except Saturday, Sunday and other Bank Holiday. 9.4 The minimum marketable lot for the purpose of acceptance, for both physical and demat Shares would be one share. 9.5 In case of non-receipt of Letter of offer, the eligible person may obtain the copy of the same from any of the collection centers mentioned above on providing suitable documentary evidence of acquisition of shares. The Letter of Offer and Form of Acceptance-Cum-Acknowledgement will be available on website of SEBI i.e. http://http://www.sebi.gov.in/ from the Offer Opening Date i.e. 18th May 2005, Wednesday. which will be made available from the opening of the Offer. The eligible shareholders, desirous of participating in the Offer, can down load these documents from the SEBI�s website. Alternately, they may send, by delivery or Registered post their acceptance to the Registrar to the Offer on a plain paper stating the name, address, no. of shares held, distinctive no., folio no., no. of shares offered, along with documents as mentioned above, so as to reach to the Registrar to the Offer at the above address on or before the closure of the Offer i.e. 6th June, 2005. Unregistered shareholders should not sign the transfer deed. The transfer deed should be valid for transfer. In case of Beneficial Owners, they may send their name, address, number of Shares held, number of Shares offered, DP Name, DP ID, beneficial account number and the photocopy of the delivery instruction in �Off Market� mode, duly acknowledged by the DP in favour of the Special Depository Account, so as to reach the Registrar to the Offer, not later than 4 PM on 6th June, 2005. The application should be signed by all the shareholders as per the registration details available with TOL and should be sent to the Registrar to the Offer in an envelope clearly marked �Tripex Overseas Limited � Offer For Acquisition Of Shares�. 9.6 Procedure for withdrawal of Application / Acceptance In accordance with Regulation 22(5)(A) of the Regulations, shareholders who have tendered requisites documents in terms of Public Announcement and Letter of Offer shall have option to withdraw acceptance tendered upto 3 working days prior to the offer closing date i.e. 2nd June 2005, Thursday a) The withdrawal option can be exercised by submitting the documents, as per the instruction in (b) and (c) below, so as to reach the Registrar to the Offer at any collection centers, mentioned in section 9 herein above not later than 4 PM on 6thJune 2005, Monday. b) The withdrawal option can be exercised by submitting the FOW attached to this Letter of Offer duly completed together with Acknowledgement slip in original / copy of the submitted Form of Acceptance in case delivered by Registered post. c) In case of non-receipt of the FOW, the withdrawal option can be exercised by making an application on plain paper along with the following details. The FOW shall be delivered to the Registrar to the Offer either by hand delivery or Registered Post: � In case of physical share: name, address, distinctive no. folio no., no. of shares tendered / withdrawn � In case of dematerialized shares: name, address, no. shares tendered / withdrawn, DP name, DP ID, Beneficiary Account No., photo copy for delivery instruction in �Off Market� mode or counter foil of the delivery instruction in �Off Market� mode, duly acknowledged by the DP in favour of the Special Depository Account. d) Shareholders who have tendered Shares in physical form and wish to partially withdraw their tenders, should also enclose valid shares transfer form(s) for the remaining equity shares (i.e. Shares not withdrawn) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signature registered with TOL and duly witnessed at the appropriate place. e) The withdrawal of Shares will be available only for the Shares certificates / shares that have been received by the Registrar to the Offer / Special Depository Account. f) The intimation of returned Shares to the shareholders will be at the address as per the records of TOL or the Depositories as the case may be. g) The FOW should be sent to the Registrar to the Offer only, at the collection centers mentioned in section 9(a) above. h) In case of partial withdrawal of Shares tendered in physical form, if the original shares certificates are required to be split, the same will be returned on receipt of shares certificate from TOL. i) Partial withdrawal of tendered Shares can be done only by the registered shareholders / beneficial owners. In case of partial withdrawal, the earlier Form of Acceptance will stand revised to that effect. j) Shareholders holding shares in dematerialized form are requested to issue the necessary standing instruction for receipt of the credit in their DP account.
9.7 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. 9.8 Shares held in the demat form to the extend 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 FOA. Shareholders holding shares in the dematerialized form are requested to issue the necessary standing instruction for receipt of the credit, if any, in their DP account. It will be responsibility of the shareholders of TOL to ensure that unaccepted shares are accepted by their respective DP when transferred by the Registrar to the Offer. Shareholders should ensure that their depository account is maintained till the offer formalities are completed. 9.9 The Registrar to the Offer will hold in trust the shares, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Target Company, who have accepted the offer, until the cheques / drafts for the consideration and / or the unaccepted shares/ share certificates are dispatched/ returned. 9.10 In case any person has lodged shares for transfer and such transfer has not yet been effected, the concerned person may apply as per instruction contained in section 9.6 above together with Acknowledgement of the lodgment of shares for transfer. Such person should also instruct TOL and its Registrar and Transfer Agent to send the transferred shares certificate(s) directly to the collection center located at Mumbai. The applicant should ensure that the certificate(s) reach the designated collection center not later than 4 PM on 6th June 2005, Monday. 9.11 In case any person has tendered his / her physical shares for dematerialization and such dematerialization has not yet been effected the concerned shareholder may apply in the offer as per the instruction mentioned in the section 9.6 above together with a photocopy of the completed dematerialization request form acknowledged by the shareholder�s DP. Such shareholders should ensure the credit of the shares to the Special Depository Account on or before the Offer Closing Date i.e. 6th June 2005, Monday. A copy of delivery instruction acknowledged by the DP in favour of the Special Depository Account should be forwarded to the collection centers where the FOA and other documents were tendered, not later than 4 PM on 6th June 2005, Monday. 9.12
Payment of Consideration a) The payment of consideration shall be made to those shareholders whose equity share certificates and / or other documents are found valid and in order by the Acquirers, and the same shall be through a crossed account payee cheque / demand draft / pay order. The intimation regarding the acquisition (in part or full) or rejection of the shares tendered by the shareholders in acceptance of this Offer and the corresponding payment for the acquired Shares and / or Share certificates for the rejected Shares will be dispatched to the shareholders by registered post or by ordinary post as the case may be (*), at the shareholders�/ unregistered owner�s sole risk within 15 days from the date of closure of the offer i.e. 21st June , 2005. b)
All cheques / demand drafts will be drawn in the name of
the first holder, in case of joint holder(s). In case of unregistered owners of
shares, payment will be made in the name of the person stated in the contract
note. It will be desirable if the shareholders provide bank account details
in the Form of Acceptance cum Acknowledgement for incorporation in the cheque /
demand draft. c) However, if the Acquirers are unable to make the payment to the shareholders within 15 days due to non-receipt of any statutory approval to which the offer may be subject, the Board may, if it is satisfied that non receipt of requisite statutory approval was not due to any willful default or neglect of the Acquirers or failure of the Acquirers to diligently pursue the applications for such approvals, grant extension or time for the purpose, subject to payment of interest to the shareholders at such rate for delay beyond 15 days, as may be specified by the Board. 10) DOCUMENTS FOR
INSPECTION The following documents are regarded as material documents and are available for inspection by the shareholders of TOL at the office of the Manager to the Offer i .e. Vivro Financial Services Pvt. Ltd., from 10.30 a.m. to 3.00 p.m. on any working day except Saturdays, Sundays, and Public / Bank Holidays until the Offer closes on 6th June 2005. 1)
Copy of Share Purchase Agreement dated
21st March, 2005. 2)
Certificate of
Incorporation and the Memorandum and Articles of Association of the Target
Company. 3)
Copy of Public
Announcement of Offer dated
24th March, 2005. 4)
The annual reports
of the Target Company for the financial year ended 31st March 1998,
1999, 2000, 2001, 2002, 2003, 2004 and the certified financial for nine months
ended 31st December 2004. 5)
Letter from the
Acquirers regarding appointment of Manager to the
Offer. 6)
Letter from the
Bank confirming the amount kept in the escrow account and a lien in favour of
MB. 7)
Chartered
Accountant�s certificate
certifying the net worth of the
Acquirers. 8)
Chartered
Accountant�s certificate certifying the adequacy of financial resources with
Acquirers to fulfil the open offer obligations. 9) Copy of the undertaking from the Acquirers. 10) Due Diligence Certificate. 11) Financial details of Surbhi Capital and Finance Pvt. Ltd & Lakhani Marketing Private Ltd. 12) Certificate of incorporation, Memorandum and Articles of association of the Surbhi capital and Finance Pvt. Ltd & Lakhani Marketing Private Ltd. 13) Memorandum of Understanding with the Acquirers. 11) DECLARATION BY THE ACQUIRERS The Acquirers M/s. Surbhi Capital and Finance Private Limited, M/s. Lakhani Marketing Private Limited, Mr. Manindersingh S. Jolly and Mr. Ashok P. Jain accepts full responsibility for the information contained in this Letter of Offer. The Acquirers shall be responsible for ensuring compliance with the Takeover Regulations. The information relating to the Target Company has been obtained from publicly available information and from the company. For
and on behalf of The Acquirers Sd/- M/s. Surbhi Capital and Finance Private Limited, M/s. Lakhani Marketing Private Limited, Mr. Manindersingh S. Jolly, Mr. Ashok P. Jain (Acquirers) The person signing the Letter of Offer is duly and legally
authorized person. Place:
Ahmedabad Date:
7th April, 2005 Attached: Form
of Acceptance � cum � Acknowledgement
Form of Withdrawal
Transfer deed for shareholders holding shares in the Physical form
THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION (Please send
this Form of Acceptance-cum-Acknowledgement with enclosures to Intime Spectrum
Registry Limited at any of the
collection centers as mentioned in the Letter of
Offer) (All terms and
expression used herein shall have the same meaning as described thereto in
letter of offer and please read the instructions mentioned below before filling
in this form of acceptance. )
From:____________________________________________ Name:____________________________________________ Address:__________________________________________
___________________________________________ ___________________________________________
Tel No:
(_____)_____________ Fax No.:
(_____)____________
E-mail: ______________________
To, Mr. Manindersingh
Jolly C/o.
Intime
Spectrum Registry Limited C-13, Pannalal Silk Mill
Compound, LBS Marg, Bhandup (West), Mumbai � 400 078 Dear
Sir, Re: Open
Offer to acquire 10,20,000
equity shares of Rs.10/- each, representing 20.02% of the Voting Equity
Capital of Tripex Overseas Limited (�Target Company� / �TOL �) at price of Rs.
10/- ( Rupees Ten only) per Equity share (�Offer Price�)
payable in cash by M/s. Surbhi
Capital and Finance Private Limited (SCFPL), Lakhani Marketing Private Limited
(LMPL), Mr. Manindersingh Jolly and Mr. Ashok P. Jain (the
�Acquirers�) I/We refer to
the Letter of Offer dated 7th April, 2005 constituting an offer for
acquiring the equity shares held by me/us in Tripex Overseas
Limited. I/We, the
undersigned have read the Letter of Offer and understood its contents and
unconditionally accepted the terms
and conditions as mentioned therein.
I/We. 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:
please use additional sheet
and authenticate the same in case of insufficient space.
I/We, holding shares in
demat form, accept the Offer and enclose a photocopy of the delivery
instructions by my/our DP in respect of my/our Shares as detailed
below:
I/We
have done an off-market transaction for crediting the Shares to the depository
account with
HDFC Bank Ltd. at NSDL
styled � Intime Spectrum Registry Ltd. � Tripex Overseas Ltd. - Escrow Demat A/C � whose particulars
are:
Shareholders
having their beneficiary account with CDSL will have to use inter-depository
slip for the purpose of crediting their Shares in favour of the Special
Depository Account with NSDL. Enclosures (Please tick as
appropriate, if applicable)
I/We
confirm that the equity shares of Tripex Overseas 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 share
transfer deed will be held in trust for me / us by the Registrar to the Offer
until the time the Acquirers makes payment of the purchase consideration as
mentioned in the Letter of Offer. I/We
also note and understand that the Acquirers will pay the purchase consideration
only after verification of the documents and signatures. I/We
authorize the Acquirers to send by registered post/ speed post/ UCP the draft/
cheque, in settlement of the amount to the sole/first holder at the address
mentioned above. I/We
note and understand that the shares would lie in the Special Depository Account
until the Acquirers make payment of the purchase consideration as mentioned in
the Letter of Offer. I/We
authorize the Acquirers to accept
the Shares so offered or such lesser number of equity shares which it may decide
to accept in consultation with the Manager to the Offer and in terms of the
Letter of Offer and I/We further authorize the Acquirers to return to me/us,
equity share certificate(s) which is not found valid. My/Our
execution of this Form Of Acceptance shall constitute my/our warranty that the
Equity shares comprised in this application are owned by me/us and are
transferred by me/us free from all liens, charges, claims of third parties and
encumbrances. If any claim is made by any third party in respect of the said
equity shares, I/We will hold the Acquirers, harmless and indemnified against
any loss they or either of them may suffer in the event of the Acquirers
acquiring these equity shares. I/We agree that the Acquirers may pay the offer
price only after due verification of the documents and signatures and on
obtaining the necessary approvals as mentioned in the said letter of
offer. I/We
undertake to execute such further documents and give further assurance as may be
required or expedient to give effect to my/our agreeing to sell the said Equity
shares. So as to avoid fraudulent
encashment in transit, Shareholder(s) should provide details of bank account of
the first/sole shareholder and the cheque or demand draft will be drawn
accordingly.
The permanent Account No.
(PAN/GIR No.) Allotted under the Income Tax Act 1961 is as under:
-
Yours
faithfully, Signed and
delivered
Note : In case of joint
holdings, all shareholders must sign. In case of body corporate, the company
seal should be affixed ---------------------------------------------------
Tear along this
line------------------------------------------------------- Acknowledgment Slip: Tripex
Overseas Limited � Open Offer (to be filled in by the
shareholders)
Sr. No. Received from
Mr./Ms./M/s____________________________________________________ Form of Acceptance cum
Acknowledgement for TOL Offer as per details below :- Physical
Shares:
Folio No. ______________________ No. of Certificates Enclosed ______
Certificate No.____________________________ Total No. of Shares Enclosed
__________
Copy
of Delivery Instruction to DP ____________________________
Total
No. of Shares Enclosed _______________________________ (Delete
whichever is not applicable) Date of Receipt :
_____________ Stamp of collection center:
Signature of Official: I/We
irrevocably authorize the Acquirers
or the Manager to the Offer to send by registered post the draft / cheque, in settlement of purchase at my own risk
and any excess share certificate, if any, to the Sole/first holder at the
address mentioned below: NAME
AND COMPLETE ADDRESS OF THE SOLE/FIRST HOLDER (IN CASE OF MEMBER(S),
ADDRESS as Registered with the
Company. Name: Address: Place: Date: Tele
No: Note: All future
correspondence, if any, should be addressed to Registrar to the Offer at the
following address. For Mr.Manindersingh
Jolly, (on behalf of the
acquirers) C/o.
Intime
Spectrum Registry Limited C-13, Pannalal Silk Mill
Compound, LBS Marg, Bhandup (West), Mumbai � 400 078. Tel. No. (022) 55555454, Fax : (022)
55555353 Contact Person : Mr. Nikunj Dafftary E Mail : nikunj@intimespectrum.com INSTRUCTIONS
1.
In
the case of dematerialized shares, the shareholders are advised to ensure that
their Shares are credited in favour of the Special Depository Account, before
the Date of Closure of the Offer i.e. 6th June 2005, Monday. The Form of
Acceptance-cum-Acknowledgment of such demat shares not credited in favour of the
Special Depository Account, before the Date of Closure of the offer will be
rejected. 2.
Share
holders should enclose the following: I.
For shares held in demat
form:-
Beneficial
owners should enclose
a)
Form of
Acceptance-cum-Acknowledgment duly completed and signed
in accordance with the instructions contained therein, as per the records of the
Depository Participant (DP). b)
Photocopy of the delivery
instruction
in �Off-market� mode or counterfoil of the delivery instruction in �Off-market�
mode, duly acknowledged by the DP as per the instruction in the Letter of
offer. II.
For Shares held in physical
form:-
Registered Shareholders should enclose i)
Form of
Acceptance-cum-Acknowledgment duly completed and signed
in accordance with the instructions contained therein, by all Shareholders whose
names appear on the Share certificates. ii)
Original Share
certificate(s). iii)
Valid transfer
deed(s)
duly signed as transferors by all registered Shareholders(in case of joint
holdings) in the same order and as per specimen signatures registered with
Tripex Overseas Limited and duly
witnessed at the appropriate place. A blank Share Transfer form is enclosed
along with the Letter of Offer. Attestation, where required, (thumb impressions,
signature difference, etc.) should be done.
The details of buyer should be left blank failing which the same will be
invalid under the offer. The details of the Acquirers as buyer will be filled by
Mr. Manindersingh Jolly upon verification of the Form Of Acceptance and the same
being found valid. All other requirements for valid transfer will be
preconditions for valid acceptance. III.
Unregistered owners should
enclose a)
Form of
Acceptance-cum-Acknowledgment duly completed and signed in
accordance with the instructions
contained therein. ii)
Original Share certificate(s). iii)
Original broker contract note. iv)
Valid Share transfer
deed(s) as
received from the market leaving details of buyer blank. If the same is filled
in then the Share(s) are liable to be rejected. 3.
The
Share certificate(s), share transfer form(s) and the Form of
Acceptance-cum-Acknowledgment should be sent only to the Registrar to the Offer
and not to the Manager to the Offer or Acquirers or Tripex Overseas
Limited. 4.
The
Form of Acceptance-cum-Acknowledgment and other related documents should be
submitted at any of the collection centers of Intime Spectrum Registry Limited
as stated in the Letter of Offer. 5.
Shareholders
having their beneficiary account in CDSL have to use �INTER DEPOSITORY DELIVERY
INSTRUCTION SLIP� for the purpose of crediting their Shares in favour of the
Special Depository Account with NSDL. 6.
It
is mandatory for Shareholders to indicate the bank account details at the
appropriate place in the Form of Acceptance-cum-Acknowledgment and the
consideration would be made to the bank account of the sole/first shareholder.
The payment would be made at par to all the shareholders. 7.
Rejection
of Shares If the shares are rejected
for any of the following reasons, the shares will be returned to the holder(s)
along with all the documents received from them at the time of submission.
Please note that the following list is not exhaustive.
8.
All
documents/ remittances sent by or to shareholders will be at their own risk.
Shareholders of Tripex Overseas Limited are advised to adequately safeguard
their interests in this regard. 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-Acknowledgment. 9.
Neither
The Acquirers, the Manager to the Offer, the Registrar to the Offer or Tripex
Overseas Limited will be liable for any delay/loss in transit resulting in
delayed receipt/non-receipt by the Registrar of your Form of
Acceptance-cum-Acknowledgment or for the failure to deposit your shares to the
Special Depository Account or submission of original physical Share
certificate(s) due to inaccurate /incomplete particulars/instructions on your part,
or for any other reason. 10.
Applicants
who cannot hand deliver their documents at the collection Centers, may send
their documents only by Registered post, at their own risk, to the Registrar to
the Offer at Intime Spectrum
Registry Limited, C-13 Pannalal Silk Mills Compound, LBS Marg, Bhandup (West),
Mumbai 400 078 so as to reach the Registrars to the offer on or before the last
date of acceptance i.e. Monday,
6th June 2005.
11.
Please
read the enclosed letter of offer before filling up the form of
Acceptance. 12.
The
Form of Acceptance should be filled up in English only. 13.
Signature(s)
other than in English, Hindi and thumb impression must be attested by notary
public under his official seal. 14.
Mode
of tendering the Equity shares pursuant to the offer (i)
The acceptance of the offer made by the Acquirers is entirely at the discretion
of the equity shareholders of TOL (ii)Shareholders
of TOL to whom the offer is being made, are
free to offer his/her/their shareholding in TOL for sale to the Acquirers, in whole or part,
while tendering his/her/their equity shares in the offer. All queries in this regard
to be addressed to the Registrar to the offer at the following address quoting
your Reference Folio No./DPID/Client ID: Intime Spectrum Registry
Limited (Unit: Tripex Overseas Limited) C-13, Pannalal Silk Mill
Compound, LBS Marg, Bhandup (West),Mumbai 400 078 Tel:
022-5555 5454 Fax : 022-5555
5353 E Mail: nikunj@intimespectrum.com
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION (Please send this
Form of Withdrawal with enclosures to Intime Spectrum Registry Limited at any of
the collection centers as mentioned in the Letter of
Offer)
To, Mr.Manindersingh S.
Jolly C/o.
Intime
Spectrum Registry Limited , C-13, Pannalal Silk Mill
Compound, LBS Marg, Bhandup (West),Mumbai 400
078 Dear
Sir/Madam,
Sub: Open Offer to acquire
10,20,000 equity shares of
Rs.10/- each, representing 20.02% of the Voting Equity Capital of Tripex
Overseas Limited (�Target Company� / �TOL �) at price of Rs. 10/- (Rupees Ten only) per Equity share (�Offer Price�)
payable in cash by M/s. Surbhi Capital and Finance Private Limited (SCFPL), Lakhani Marketing Private Limited
(LMPL), Mr. Manindersingh Jolly and Mr. Ashok P. Jain (the �Acquirers�) - withdrawal of Shares
tendered in the Offer. I/We refer to the Letter of
Offer dated 7th April 2005 for acquiring the Shares held by
me/us in Tripex Overseas
Limited. I/we, the undersigned, have
read the Letter of Offer, understood its contents and unconditionally accept the
terms and conditions and procedures as mentioned therein. I/we have read the procedure
for withdrawal of shares tendered by me/us in the Offer as mentioned in the
Letter of offer and unconditionally agree to the terms and conditions mentioned
therein. I/we hereby consent
unconditionally and irrecoverably to withdraw my/our Shares from the offer and
I/we further authorize the Acquirers to return to me/us, tendered Share
certificate(s)/ Share(s) at my /our sole risk. I/We note that upon
withdrawal of my/our shares from the offer, no claim or liability shall lie
against the Acquirers /Manager to the Offer /Registrar to the
offer. I/We note that this Form of
withdrawal should reach the Registrar to the offer at any of the collection
centers mentioned in the Letter of offer as per the mode of delivery indicated
therein on or before the last date of withdrawal. I/we note that the
Acquirers/Manager to the Offer
shall not be liable for any postal delay / loss in transit of the shares held in
physical form and also for non-receipt of shares held in the dematerialized form
in the DP account due to inaccurate/incomplete
particulars/instructions. I/We also note and
understand that the Acquirers shall return original Share certificate(s), share
transfer deed(s) and Shares only on completion of verification of the documents,
signatures and beneficiary position data as available from the Depository from
time to time, respectively. The particulars of the
tendered Share(s) that I/We wish to withdraw are detailed
below:
(In case of insufficient
space, please use additional sheet and authenticate the
same) I/We hold the following shares in
dematerialized form, have tendered the Shares in the offer and had done an
off-market transaction for crediting the Shares to the Special Depository
Account with HDFC Bank Ltd. Styled �
Intime Spectrum Registry Ltd.-Tripex Overseas Ltd. - Escrow Demat
A/c � as per the following
particulars:
Please
find enclosed a photocopy of the depository delivery instruction(s) duly
acknowledged by the Depository Participant. The
particulars of the account form which my/our shares have been tendered are as
detailed below:
I/We note that the Shares
will be credited back only to the depository account, from which the Shares have
been tendered and necessary standing instructions have been issued in this
regard. I/We confirm that the particulars given above are true and
correct. In case of dematerialized
Shares, I/We confirm that the
signatures of the beneficiary holders have been verified by the DP as per the
records maintained at their end and the same have also been duly attested by
them under their seal. Yours
faithfully, Signed &
Delivered
Note: In case of joint holdings
all must sign. A corporation must affix its common seal necessary Board Resolution should be
attached. Place:
______________________
Date:
________________________ -------------------------------------------------------------------------------------------------
Tear along this
line--------------------------------------------------------------------------------------------------- Acknowledgment Slip: Tripex
Overseas Limited � Open Offer (to
be filled in by the shareholders) Sr. No. Received from
Mr./Ms./M/s____________________________________________________ Form of Acceptance cum
Acknowledgement for TOL Offer as per details below :- Physical
Shares:
Folio No. ______________________ No. of Certificates Enclosed
________________ Certificate No.____________________________ Total No. of Shares
Enclosed _______________________________ Demat
Shares:
Client ID
__________________ DP
ID
_____________________________ Copy
of Delivery Instruction to DP ____________________________ Total No. of Shares Enclosed
_______________________________ (Delete
whichever is not applicable) Date of Receipt :
_____________ Signature of
Official: _________________
INSTRUCTIONS 1.
Shareholders are advised to
ensure that the Form of Withdrawal should reach the Registrar to the Offer at
any of the collection centers mentioned In the Letter of Offer as per the mode
of delivery indicated therein on or before the last date of withdrawal i.e. Thursday 2nd June
2005 2.
Shareholders should enclose
the following: I.
For Shares held in demat
form:
Beneficial owners should enclose a.
Duly
signed and completed Form of Withdrawal. b.
Acknowledgement
slip in original Copy
of
the submitted Form of Acceptance �cum- Acknowledgement in case delivered by
Registered A.D c.
Photocopy
of the delivery instruction in
�Off-marker�
mode or Counterfoil of the delivery instruction in �Off-market� mode, duly
acknowledged by the
DP. II
For Shares held in physical form:-
Registered
Shareholders should enclose. a.
Duly
signed and completed Form of
Withdrawal b.
Acknowledgement
slip in original /copy of
the submitted Form of acceptance-
cum- Acknowledgement in case
delivered by Registered
A.D. c.
In
case of partial withdrawal, valid share transfer form(s) for the remaining
Shares (i.e. Shares not withdrawn) duly signed as transferors by all registered
shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with
Tripex Overseas Limited and duly
witnessed at the appropriate
place. III
Unregistered owners should enclose. a.
Duly
signed and completed Form of Withdrawal. b.
Acknowledgement
slip in original Copy of the submitted Form of Acceptance-cum-Acknowledgement in
case delivered by Registered A.D. 3.
The withdrawal of Shares
will be available only for the Share certificates/the Shares that have been
received by the Registrar to the Offer / Special Depository
Account. 4.
The intimation of returned
Shares to the shareholders will be at the address as per the records of the
Target Company/ Depository as the case may be. 5.
The Form of Withdrawal
should be sent only to the Registrar to the Offer. 6.
In case of partial
withdrawal of Shares tendered in physical form, if the original Share
certificates are required to be split, the same will be returned on receipt of
Share certificates from the Target Company. � The facility of partial withdrawal
is available only to registered shareholders. 7.
Shareholders holding Shares
in dematerialized form are requested to issue the necessary standing instruction
for receipt of the credit in their DP account. 8.
The Form of Withdrawal and
other related documents should be submitted at any of the Collection Centers of
Intime Spectrum Registry Limited as stated in the Letter of
Otter. Applicants who cannot hand
deliver their documents at the Collection Centers, may send their documents only
by Registered Post, at their own risk, to the Registrar to the Offer at
Intime Spectrum Registry Limited ,C-13, Pannalal Silk Mill Compound, LBS
Marg, Bhandup (West),Mumbai 400 078 on or before the last date
of withdrawal i.e. Thursday June 2, 2005 ----------------------------------------------------------------------------------------------------
Tear
Here------------------------------------------------------------------------------------------------------------------------------------- Intime Spectrum Registry
Limited (Unit: Tripex Overseas Limited) C-13, Pannalal Silk Mill
Compound, LBS Marg, Bhandup (West),Mumbai 400 078 Tel:02255555454 Fax : 022-5555
5353 E Mail: nikunj@intimespectrum.com |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
 | Printer Friendly page |  | Email this page |
