LETTER OF OFFER

 

"THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION."

 

This Letter of Offer is sent to you as equity shareholder(s) of Vasudha Trading & Agencies Limited. If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or Manager to the Offer. In case you have recently sold your equity shares in Vasudha Trading & Agencies Limited, please hand over this Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement and Transfer Deed to the purchaser of the equity shares or the member of the stock exchange through whom the said sale was effected.

 

 

 

MANAGER TO THE OFFER

 

 

 

 

ANAND RATHI SECURITIES PRIVATE LIMITED

J. K. Somani Bldg., 3^rd floor,

British Hotel Lane,

Bombay Samachar Marg,

Fort,

Mumbai 400 023

 

Tel. No. 2377075/2377000

Fax No. 2377009

Email : nishashah@rathi.com

Contact Person : Nisha Shah

 

OFFER OPENS ON : JUNE 21, 2002        OFFER CLOSES ON : JULY 20, 2002

 

 

SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER

 

 

Activity	Date & Day
Public Announcement Date	20th May, 2002, Monday
Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)	21st May, 2002, Tuesday
Date by which individual Letter of Offer will be dispatched  to the shareholders	17th June, 2002, Monday
Offer opening date	21st June, 2002, Friday
Offer closing  date	20th July, 2002, Saturday
Last date for revising the Offer Price/ number of shares	10th July, 2002, Wednesday
Last date for a Competitive bid	10th June, 2002, Monday
Date by which acceptance/rejection under the Offer would be communicated to the shareholders and the  corresponding payment for the acquired shares and/or the unaccepted shares/share certificate will be dispatched.	17th August, 2002, Saturday

 

TABLE OF CONTENTS

 

S.No.	Subject	Page No.
1.	Disclaimer Clause	4
2.	Details of the Offer	4
3.	Background of the Acquirer	6
4.	Background of the Target Company	7
5.	Offer Price and Financial Arrangement	9
6.	Terms & Conditions of the Offer	10
7.	Procedure for Acceptance and Settlement of the Offer	11
8.	Documents for Inspection	13
9.	Declaration by the Acquirer	14

 

 

DEFINITIONS/ABBREVIATIONS

 

Acquirer	Anju Advisory Services Private Limited
Agreement	Share Purchase Agreement dated 15th May, 2002 entered between the Acquirer, the Vendors/Sellers and the Target Company
BSE	The Stock Exchange, Mumbai
CDSL	Central Depository Services (India) Limited
DP	Depository Participant
FOAA	Form of Acceptance cum Acknowledgment accompanying this Letter of Offer
LO	Letter of Offer
Manager to the Offer	Anand Rathi Securities Private Limited
NSDL	National Securities Depository Limited
Offer or Open Offer	Offer for acquisition of 10,000 fully paid up equity shares of Vasudha Trading & Agencies Limited at a price of Rs.20/- per share for cash
Offer Period	21st June, 2002 to 20th July, 2002
Offer Price	Rs.20/- per equity share of Target Company in cash
PA or Public Announcement	Public Announcement for the Open Offer issued on behalf of the Acquirer on 20th May, 2002
RBI	Reserve Bank of India
Regulations / SEBI (SAST) Regulations	Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereof
SEBI	Securities and Exchange Board of India
Specified Date	21st May, 2002
Target Company/VTAL	Vasudha Trading & Agencies Limited
Vendors /Sellers	Mr. Mahesh Somani and Mr. Vishal Somani collectively

 

 

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 OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF VASUDHA TRADING & AGENCIES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF ANJU ADVISORY SERVICES PRIVATE LIMITED (“THE ACQUIRER”), 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 ACQUIRER(S) IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER(S) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, ANAND RATHI SECURITIES PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 22^nd MAY, 2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDEMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER(S) 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

 

2.1.1    This Offer is being made in compliance with Regulations 10 & 12 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereof,  for substantial acquisition of shares and change in control of the management of the Target Company.

 

As on the date of the Public Announcement, the Acquirer was holding 7,370 equity shares of Vasudha Trading & Agencies Limited representing 14.74% of the paid-up equity share capital of the Target Company.  These shares were acquired by the Acquirer in April 2002. This represents the only purchases by the Acquirer during the last 12 months preceding the date of Public Announcement.

 

The Acquirer has entered into an Agreement dated 15^th May, 2002, with Mr. Mahesh Somani and Mr. Vishal Somani (collectively referred to as “the vendors”) to acquire 23,250 equity shares of Rs.10/- each of the Target Company, representing 46.50% of paid-up equity share capital of the Target Company at a price of Rs.20/- (Rupees twenty only) per equity share for cash. The acquisition through Share Purchase Agreement is not entitled to exemption under Regulation 3(1).  Therefore, the Share Purchase Agreement has triggered the provisions of Regulations 10 and 12 as the post agreement shareholding of the Acquirers will go up to 61.24% and the Acquirers are making the present Offer in accordance with Regulations 10 and 12 of the said regulations.

 

2.1.2    Some of the main features of the Agreement dated 15^th May, 2002 are mentioned below:

 

a)               The Acquisition price as per the Agreement is Rs.20/- per share.

 

b)               The Agreement as stated above is for the purchase of 23,250 equity shares of the face value of Rs.10/- each, constituting 46.50% of the paid up equity share capital of the Target Company at a price of Rs.20/- per equity share for cash.The total consideration payable by the Acquirer as per  the Agreement is Rs.4,65,000 (Rupees four lacs sixty five thousand only)

 

c)               The parties to the Agreement are Mr.Vishal Somani, Mr. Mahesh Somani (the vendors), Vasudha Trading and Agencies Ltd (Target Company) and Anju Advisory Services  Private Limited (the Acquirer). The Acquirer has signed the agreement to acquire 23250  shares , of which 9390 shares  are held  by the vendors  and 13860 shares are held by the other promoters.

 

d)               The names , addresses and telephone numbers of the vendors as well as other promoters are as follows :

 

Vendors

 

1.               Mr. Mahesh Somani, Oceana,214 Marine Drive, Mumbai 400 020, Tel : 2029903/2884280

 

2.               Mr. Vishal Somani,Oceana, 214 Marine Drive, Mumbai 400 020 Tel : 2029903/2884280

 

 Other Promoters

 

1.           Ms. Ranjana Somani, Oceana, 214 Marine Drive, Mumbai 400 020 Tel : 2029903/2884280

 

2.           Ms. Vanita Mohta, C/o M.L.Somani, Oceana, 214 Marine Drive, Mumbai 400 020,
Tel: 2029903/2884280

 

3.           Ms. Manjushree Somani, Oceana, 214 Marine Drive, Mumbai 400 020

Tel : 2029903/2884280

 

4.           Mr. Dushyant Somani, Oceana, 214 Marine Drive, Mumbai 400 020 Tel : 2029903/2884280

 

5.           Mr. Pranay Agiwal, c/o M.L.Somani, Oceana, 214 Marine Drive, Mumbai   400 020,
11Tel: 2029903/2884280

 

6.               Mr. Prashant Agiwal, Laxmi Bhavan, 158/164 Kalbadevi Road, Mumbai     400 002.
Tel : 2400076

 

7.               Ms. Indumati Agiwal, Laxmi Bhavan, 158/164 Kalbadevi Road, Mumbai 400 002.
Tel : 2400076

 

8.               Ms. Durgadevi Somani, Oceana, 214 Marine Drive, Mumbai 400 020

Tel : 2029903/2884280

 

e)               As a result of the Agreement and completion of the Open Offer, there will be a change in control of the management of the Target Company.

 

f)          In case of non-compliance with any provision of the Takeover Regulations, the Share Purchase Agreement shall not be acted on by the parties to the Agreement, in keeping with Regulation 22(16).  The above Share Purchase Agreement shall not be acted upon by the parties to the Agreement, till the completion of Offer formalities.

 

2.1.3    The  following are the promoter shareholders of VTAL  whose shares are to be transferred to the Acquirer under the Agreement. The details of the shares  to be transferred are given below:

 

Sr.No.	Names of the transferors	No. of shares held as on 15/05/02	As a % of total equity capital of VTAL	No. of shares to be transferred as per the Agreement	As a % of total equity capital of VTAL
1	Mr. Vishal Somani	4350	8.70	4350	8.70
2	Mr. Mahesh Somani	5040	10.08	5040	10.08
3	Ms. Ranjana Somani	7560	15.12	7560	15.12
4	Ms. Vanita Mohta	2300	4.60	2300	4.60
5	Ms. Manjushree Somani	50	0.10	50	0.10
6	Mr. Dushyant Somani	2000	4.00	2000	4.00
7	Mr.Pranay Agiwal	500	1.00	500	1.00
8	Mr. Prashant Agiwal	200	0.40	200	0.40
9	Ms. Indumati Agiwal	750	1.50	750	1.50
10	Ms. Durgadevi Somani	500	1.00	500	1.00
	Total	23250	46.50	23250	46.50

 

 

2.1.4    Based on the information available from the Acquirer, the Target Company and SEBI website, the Acquirer, Seller(s) and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued under Section 11B of SEBI Act or under any of the regulations made under the SEBI Act.

 

2.1.5    The existing directors of VTAL will resign after the completion of Offer. The directors of the choice of or designated by the Acquirer shall be appointed as directors of the Target Company.

 

2.2       Details of the proposed Offer

 

2.2.1    The Public Announcement as per regulation 15(1) of the Regulations, was made in the following newspapers on May 20, 2002

 

Newspaper	Language	Editions
Financial Express	English	All editions (Bangalore, Mumbai, Kolkatta, Chandigarh, New Delhi, Chennai)
Janasatta	Hindi	All editions (Kolkatta, New Delhi)
Navshakti	Marathi	Mumbai edition

 

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

 

2.2.2    This Offer is being made under the Regulations by the Acquirer to the equity shareholders of VTAL to acquire from them 10,000 fully paid up equity shares of Rs.10/- each representing 20% of the voting capital of VTAL at a price of Rs.20/- per equity share (Rupees Twenty only) (the Offer Price) for cash.  This Offer is being made to all the equity shareholders of VTAL other than those whose shares are to be transferred to the Acquirer as per the Agreement.

 

2.2.3    As on the date of Public Announcement there are no partly paid up shares of Target Company.

 

2.2.4    The Offer is not conditional upon any minimum level of acceptance.

 

2.2.5  The Acquirer has, after the date of Public Announcement, further acquired 2,000 shares on 22^nd May, 2002 as per particulars given below:

 

Sr.No.	No. of Shares	% of total paid up equity share capital	Mode of acquisition	Acquisition price per share (Rs.)
1.	1000	2	Off market	19.25
2.	1000	2	Off market	18.95
Total	2000	4

 

 

2.2.6    The Equity Shares will be acquired by the Acquirer free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights Offer declared hereafter.

 

2.3     Object of the acquisition/Offer

 

2.3.1    The object of the Offer is to effect substantial acquisition of shares/ voting rights in and control of the management of the Target Company.

 

2.3.2    The Acquirer plans to review the business activities of the Company  including diversification into businesses with growth and profitability potential in the larger interest of the shareholders of the Target Company. The Acquirer hopes to substantially enhance shareholder value through professional management, re-organisation and/or restructuring  of businesses.

 

 

2.3.3    The Acquirer does not intend to dispose off or otherwise encumber any significant assets of the Target Company in two years from the date of closure of the Offer, except in the ordinary course of business. VTAL’s future policy of disposal of its existing business/assets, if any will be decided by its Board of Directors in accordance with the applicable laws and regulations.

 

 

3.         BACKGROUND OF THE ACQUIRER

 

3.1            Anju Advisory Services Private Limited  was incorporated on 26^th March, 2002 as a private limited company, under the Companies Act, 1956 and has its registered office at Technology Centre, Plot No. F-17, MIDC, Opp. SEEPZ, Andheri (E), Mumbai 400 093.

 

3.2            The Acquirer carries on the business of advisory services on problems relating to the administration and organisation of industry, business and personnel.

 

3.3            The  promoters of the Acquirer are Dr. Lalit S. Kanodia and Mrs. Asha L.Kanodia. The Acquirer is a 100% subsidiary of Lalit Corporate Advisory Services Private Limited which has been promoted by Dr. Lalit S. Kanodia , the Chairman of Datamatics group of companies.

 

3.4            Lalit  Corporate Advisory  Services Private Limited  was incorporated on 14^th March, 2002 as a private limited company  under the Companies Act, 1956 and has its registered office at Technology Centre, Plot No. F-17, MIDC, Opp. SEEPZ, Andheri (E), Mumbai 400 093. The  promoters  are Dr. Lalit S. Kanodia and Mrs. Asha L. Kanodia. The company carries on the business of advisory services on problems relating to the administration and organisation of industry, business and personnel.

 

3.5       The Acquirer has complied with the relevant provisions  of Chapter II of the Regulations within the time specified in the Regulations.

 

3.6       The paid up equity share capital of the Acquirer as on 31^st March, 2002 was Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10/- each. The paid up equity share capital of the Acquirer has since been increased to Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each . Since the Acquirer was incorporated on 26^th March, 2002 the Acquirer has not had any revenues for the accounting period ended 31^st March, 2002.

 

3.7       The Board of Directors of the Acquirer as on the date of Public Announcement is as

follows.

 

S.No.	Name of Director	Residential Address
1.	Dr. Lalit S. Kanodia	1201, Red Rose C.H.S.L. 44, Pochkhanwala Road, Worli, Mumbai 400025
2.	Mrs. Asha L. Kanodia	1201, Red Rose C.H.S.L. 44, Pochkhanwala Road, Worli, Mumbai 400025
3.	Mr. Manoj Contractor	A/13, Sai Gharkul, Plot No.66, Gorai Borivali (W), Mumbai 400 091
4.	Mr. Suresh Achhipalia	52A Chottani Building, 2nd Floor, Procter Road, Mumbai 400 007

 

None of the Directors of the Acquirer holds any shares in the Target Company and no director of the Acquirer is on the Board of the Target Company.

 

3.8       The shares of the Acquirer is not listed on any stock exchange.

           

3.9       Brief audited financial details of the Acquirer for the period ended 31.03.02  are given below:

 

(Rs. in lacs)

             

(*) All expenses  such as audit fees, bank charges etc. which are ordinarily of revenue nature are treated as pre-operative expenses since the company has not commenced its operations.

 

Balance Sheet Statement	As on 31-03-02
Sources of funds
Paid up share capital	1.00
Reserves and Surplus (excluding revaluation reserves)	0
Networth	1.00
Secured loans	0
Unsecured loans	0.39
Total	1.39
Uses of funds
Net fixed assets	0
Investments	0
Net current assets	1.17
Total miscellaneous expenditure not written off	0.22
Total	1.39

 

Other Financial Data	31-03-02
Dividend (%)	-
Earning Per Share(Rs.)	-
Return on Networth(%)	-
Book Value Per Share(Rs.)	10

 

3.10      Disclosure in terms of Regulation 16(ix)

 

            The Acquirer does not intend to dispose off or otherwise encumber any significant assets of the Target Company in two years from the date of closure of the Offer, except in the ordinary course of business. However, re-organization and/or streamlining of businesses, including diversification, may be considered in the larger interest of the Target Company by its board of directors in accordance with the applicable laws, rules and regulations.

 

3.11      Option in terms of Regulation 21(3)

 

i)          If pursuant to this Offer and/or acquisition of shares from the open market or through negotiation or otherwise, the public shareholding falls to 10% or below of the outstanding paid up equity share capital of the Target Company, then in accordance with SEBI (SAST) Regulations, the Acquirer will make a second Offer to buy out the remaining outstanding equity shares held by the public shareholders within three months from the closure of the Offer at the Offer Price, in terms of Regulation 21(3) of SEBI (SAST) Regulations and the second Offer would remain open for six months.

 

ii)         On completion of the second Offer, the Acquirer will request the Target Company to approach The Stock Exchange, Mumbai for delisting the shares.

 

4.               BACKGROUND OF THE TARGET COMPANY

 

4.1            Vasudha Trading & Agencies Limited, having its Registered Office at Calcot House, 2^nd Floor, 8/10, Tamarind Lane, Fort, Mumbai 400 023, was incorporated on 3^rd October, 1981.  The  company was promoted by Late Mr. Vinod Somani and Mr.Mahesh Somani The Company was listed on The Stock Exchange, Mumbai on 25^th February, 1982.

 

4.2            The main objects of the company is inter alia, to carry on the trade, occupation business as general merchants, concessionaires, exporters, importers and traders in any goods, commodities, merchandise, produce, things and shares on ready or forward basis on its own account or otherwise and to carry on business as agents, brokers, factors, commission agents, adaties, buying and selling agents, distributors, indenting agents, sub-agents, estate agents and to act as manufacturers’ representatives.

 

4.3            The present subscribed and paid up equity share capital of the Target Company is Rs.5,00,000 divided into 50,000 fully paid up equity shares of Rs.10/- each.  There are no partly paid up shares

 

The Share Capital Structure of VTAL as on the date of the Public Announcement was as follows:

 

Paid up Equity Share Capital	No. of Equity Shares/Voting Rights	% of Equity Shares/Voting Rights
Fully paid up Equity Shares	50,000	100%
Partly paid up Equity Shares	Nil	Nil
Total Paid up Equity Shares	50,000	100%
Total Voting Rights	50,000	100%

 

4.4            There are no outstanding convertible instruments (Warrants/FCDs/PCDs)

 

4.5            VTAL is traded on ' Trade for Trade' basis on The Stock Exchange, Mumbai with effect from December 31, 2001. SEBI vide its press release no.221/2001 dated December 19, 2001 has advised all the stock exchanges that the trading and settlement in scrips of the companies which have not signed agreements and established connectivity with both the depositories viz. Central Depository Services (I) Ltd. (CDSIL) and National Securities Depository Ltd (NSDL) by September 28, 2001 should be allowed to be traded only on trade for trade basis with effect from 31.12.2001. As VTAL had not signed the agreement with the depositories by September 28, 2001 , the shares of the company are traded on 'Trade for Trade' basis. However, since then , the company has signed the agreement with CDSIL and has approached , The Stock Exchange Mumbai for shifting the scrip into normal trading category.

VTAL vide its letters dated 20^th May, 2002 has certified that (i) it has not been penalized by any of the stock exchanges, where the shares of the company are listed, on account of default on compliance of listing agreement formalities and (ii) it has complied with the provisions of the Chapter II of the Regulations within the time specified in the Regulations for the year 2001-02, however, the company has not complied with the provisions of the chapter II of the Regulations for the earlier years.

 

VTAL vide its letter dated 21^st May, 2002, has certified that its promoters and major shareholders have complied with the provisions of the Chapter II of the Regulations for the year 2001-02, however, they have not complied with the provisions of the chapter II of the Regulations for the earlier years.

 

4.6            The Board of Directors of VTAL as on the date of Public Announcement were as under:

 

S.No.	Name of Director	Residential Address
1.	Mr. Mahesh Somani	Oceana, 3rd Floor, 214 Marine Drive, Mumbai 400 020
2.	Mr. Narendra Somani	Shree Niketan, 4th floor, 86 A Marine Drive, Mumbai 400 004
3.	Mr. Vishal Somani	Oceana, 3rd Floor, 214 Marine Drive, Mumbai 400 020
4.	Mr. Sanjay Kothari	D/4- 5 , Ram Kutir, Bangur Nagar, Goregaon (W), Mumbai 400 090

 

None of the above directors  represent  or is associated with the Acquirer

 

4.7            There are no mergers/demergers or spin off involving the target company in the last 3 years.  The name of the company has not been changed since listing.

 

4.8            Brief audited financial details of the Target Company for the last three years are given below:

(Rs. in lacs)

 

Balance Sheet Statement	31-03-02	31-03-01	31-03-00
Sources of funds
Paid up share capital	5.00	5.00	5.00
Reserves and Surplus (excluding revaluation reserves)	1.98	3.77	2.96
Networth	6.98	8.77	7.96
Secured loans	0	0	0
Unsecured loans	0	0	0
Total	6.98	8.77	7.96
Uses of funds
Net fixed assets	1.61	2.25	3.09
Investments	0	0.53	0.53
Net current assets	5.37	5.99	4.34
Total miscellaneous expenditure not written off	0	0	0
Total	6.98	8.77	7.96

 

Other Financial Data	31-03-02	31-03-01	31-03-00
Dividend (%)	-	-	-
Earning Per Share(Rs.)	(3.57)	1.62	0.11
Return on Networth(%)	(25.56)	9.23	0.66
Book Value Per Share(Rs.)	13.96	17.50	15.92

 

 

4.9            The equity shareholding pattern of the Target Company before the Offer and after the Offer (assuming full acceptance of the Offer) is given in the table below:

 

Shareholders Category	Equity Shareholding & Voting rights prior to the Agreement/Acquisition and Offer		Equity Shares/Voting rights agreed to be acquired which triggered off the Open Offer		Equity Shares acquired after the Public Announcement till the date of Letter of Offer		Equity Shares/Voting rights to be acquired in the open Offer (assuming full acceptance)		Equity Shareholding/ Voting rights after the acquisition and Offer
	(A)		(B)		(C)		(D)		(E) = A+B+C+D
	No. of Shares	%	No. of Shares	%	No. of Shares	%	No. of Shares	%	No. of Shares	%
1) Promoter group 1(a). Parties to the agreement (*)   1(b). Promoters other than 1(a) above	9390         13860	18.78         27.72	-         -	-         -	-         -	-         -	-         -	-         -	-         -	-         -
Total (1(a)+(b))	23250	46.50	-	-	-	-	-	-	-	-
2) Acquirer	7370	14.74	23250	46.50	2000	4	10000	20	42620	85.24
3) Parties to the agreement other than 1(a) and 2	-	-	-	-	-	-	-	-	-	-
4) Public (other than parties to the agreement, Acquirer) a.FIs/MFs/FIIs/    Banks/SFIs b.Others	-   19380	-   38.76	-   -	-   -	-   -	-   -	-   -	-   -	-   7380	-   14.76
Total (4(a)+(b))	19380	38.76	-	-	-	-	-	-	7380	14.76
Total 1+2+3+4	50000	100	23250	46.50	2000	4	10000	20	50000	100

(*) The equity shares acquired under the Agreement are 23250 of which Mr. Vishal Somani and Mr. Mahesh Somani hold  9390 equity shares and the other promoters hold 13860 equity shares

 

4.10        The total number of equity shareholders in VTAL in the public category as on specified date were 27

 

5.         OFFER PRICE AND FINANCIAL ARRANGEMENTS

 

5.1            Justification of Offer Price

 

i.                 The shares of the Target Company are listed only on The Stock Exchange, Mumbai.

 

ii.                There has been no trading of the shares of the Target Company since 14^th August 1996 (source: The Stock Exchange, Mumbai vide their letter dated 14^th May,2002).

 

iii.               The equity shares being infrequently traded within the meaning of Regulation 20 of the SEBI  (SAST) Regulations, the Offer Price of Rs.20/- per equity share of the Target Company, is determined in accordance with Regulation 20(3) of the SEBI (SAST) Regulations considering the following factors:

 

	Mode of Allotment/Acquisition of Equity Shares	Price per fully paid up equity share (Rs.)
a.	The negotiated price under the Agreement	Rs.20/- per equity share
b.	The highest price paid by the Acquirer for acquisition of equity shares during the twenty-six week period prior to the date of the Public Announcement	Rs.12/- per equity share
c.	The price paid by the Acquirer under the preferential allotment made to the Acquirer at anytime during the twelve month period upto the date of closing of the Offer.	N.A.
d.	Other parameters
	Period ended	31.3.2002
	Return on Net Worth (%)	(25.26)
	Book value per share (Rs.)	13.96
	Earning per share (Rs.)	(3.57)
	Price to Earnings Ratio (based on the Offer Price)	N.A
	Industry P/E Ratio (source : Capital Markets dated May 26, 2002 Industry : Trading)	10

           

iv.              The Offer Price of Rs.20/- is 1.43 times the book value.  The Offer Price of Rs.20/- per equity share is therefore justified. 

 

v.                If the Acquirer acquires shares after the date of Public Announcement and upto 7 working days prior to the closure of the Offer i.e. upto 10^th July, 2002 , at a price higher than the Offer Price,  then the highest price paid for such acquisition shall be payable for all acceptances received under this Offer.

 

 

5.2            Financial arrangements

 

i.                 The total requirement of funds for the acquisition of 10,000 equity shares of the Target Company at a price of Rs. 20/- per share (assuming full acceptance) would amount to Rs. 2,00,000 /-(Rupees two lacs only).

 

ii.                In accordance with Regulation 28 (2) of the SEBI (SAST) Regulations, the Acquirer has opened an escrow account with Bank of India, SEEPZ Branch, Andheri (E), Mumbai 400 096, and made a cash deposit of Rs. 50,000/- (Rupees fifty thousand only) being 25% of the total consideration payable under the Public Offer , with a lien marked in favour of the Manager to the Offer.

 

iii.               The Manager to the Offer has been duly authorised by the Acquirer to operate the  escrow account in terms of the SEBI (SAST) Regulations.

 

iv.              The Acquirer has made firm arrangements for financing the acquisition of equity shares under the Public Offer out of the funds raised by the Acquirer by increasing its paid up equity share capital to Rs. 25,00,000/-.

 

v.                Messrs. Deepan Parikh & Co., Chartered Accountants, (Membership No. 46298), Amrut Ashish, 41, Hindu Friends Society, Natvar Nagar Road No.4, Jogeshwari (E), Mumbai 400 060, Tel. No. 8374410 have certified vide a certificate dated 15^th May, 2002 that the Acquirer has adequate resources for fulfilling all the obligations under the Offer

 

vi.              The Manager to the Offer is satisfied about the ability of the Acquirer to implement the Offer in accordance with the SEBI (SAST) Regulations.

 

6.         TERMS AND CONDITIONS OF THE OFFER

 

6.1            The Acquirer has made a Public Announcement on May 20, 2002 for the Offer.  This Offer is being made to all the remaining equity shareholders of VTAL, (other than the Acquirer and the promoters whose shares are to be transferred to the Acquirer as per the Agreement), whose names appear on the Register of Members of VTAL or on the beneficial record of the respective depositories, at the close of business on May 21^st, 2002 (the specified date) and to also those persons (except the Acquirer and the  promoters whose shares are to be transferred to the Acquirer as per the Agreement) who own the equity shares at any time prior to the closure of the Offer but are not the registered shareholders. The Letter of Offer together with Form of Acceptance cum Acknowledgement will be mailed to the shareholders of the Target Company, whose names appear in the Register of Members of the Target Company and the beneficial owners of the shares of the Target Company whose names appear on the beneficial records of the respective depositories, at the close of business on 21^st May, 2002 ("the specified date").

 

6.2       All owners of shares, registered and unregistered (who own the shares any time prior to the closure of the Offer) are eligible to participate in the Offer.

 

6.3       The Offer is not subject to any minimum level of acceptance.

 

6.4       There are no partly paid up shares of the Target Company.

 

6.5            There are no locked in shares of the Target Company.

 

6.6            Shareholders who wish to tender the shares should submit documents in accordance with the procedures specified in Section 7 of the Letter of Offer and the Form of Acceptance cum Acknowledgement.

 

6.7       Shareholders who have accepted the Offer by tendering the requisite documents in terms of the Public Announcement/ Letter of Offer , cannot withdraw the same.

 

6.8            The instructions, authorizations and provisions contained in the Form of Acceptance constitute an integral part of the terms of this Offer.

 

6.9       Accidental omission to dispatch this Letter of Offer or any further communication to any persons to whom this Offer is being made or the non-receipt of this Letter of Offer by any such persons shall not invalidate the Offer in any way.

 

6.10     Equity shares tendered under this Offer should be free from any charge, lien or encumbrance.

 

6.11     If there is an upward revision in the Offer Price by the Acquirer till the last date of upward revision viz.10^th July, 2002 or in case of withdrawal of the Offer, the same would be informed by way of a Public Announcement in the same newspapers,  where the original Public Announcement had appeared.  Such revised price would be payable by the Acquirer to all the shareholder for all the shares tendered at any time during the Offer and accepted under the Offer.

 

6.12     If there is  a competitive bid

 

·                  The public Offers under all the subsisting bids shall close on the same date.

 

·                  As the Offer Price cannot be revised during 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 Offer/bid and tender their acceptance accordingly.

 

6.13     The Acquirer will not be responsible in any manner for any loss of equity shares certificate(s) and other documents during transit.  The equity shareholders of  VTAL are therefore advised to adequately safeguard their interest in this regard.

 

6.14     Statutory approvals

 

i)          As per the information of the Acquirer, there are no Non-Resident shareholders of the Target Company, hence no approval from the Reserve Bank of India for acquisition of shares is required.

 

ii)         As on the date of this Public Announcement, to the best of knowledge of the Acquirer, there are no other statutory approvals and/or consents required.

 

iii)        However, the Offer would be subject to all such statutory approvals as may be required and/or may subsequently become necessary to acquire at any later date.

 

iv)        The Acquirer shall complete all procedures relating to the Offer within a period of 30 days from the closure of the Offer. In terms of Regulation 22(12) of the SEBI (SAST) Regulations, in the case of delay in receipt of statutory approvals, SEBI has the power to grant extension of time for the purpose of making payment subject to the Acquirer agreeing to pay interest for the delayed period to the shareholders as directed by SEBI.  Further if the delay occurs on account of willful default by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable.

 

v)         No approval is required to be obtained from banks/ financial institutions for the Offer.

 

           

 

7.               PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

 

7.1       The Shareholders who wish to tender equity shares will be required to send the under mentioned documents to the Manager to the Offer at the following address by hand delivery or registered post during business hours on or before the closure of the Offer i.e. 20^th July, 2002.

 

 

The envelope should be clearly marked with the words “VTAL-Open Offer”.

 

In case of dematerialised equity shares the shareholders should ensure that the credit to the special depository account mentioned below should be received on or before 20^th July, 2002. In order to ensure this,  beneficial owners should tender the delivery instructions atleast two working days prior to 20^th July, 2002 (i.e. the date of the closing of the Offer). Form of Acceptance of such dematerialized equity shares not credited to the special depository account before the date of closure of the Offer is liable to be rejected.

 

The documents mentioned elsewhere should be sent only to the Manager to the Offer and NOT to the Acquirer or the Target company.

 

7.2       Procedure for equity shares held in physical form

 

i)          Registered shareholder should enclose

 

a)         Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein by sole/joint shareholders whose name(s) appears in the equity share certificate(s) and in the same order in which their name(s) appear in the Register of Members and as per the specimen signature lodged with VTAL.

 

b)         Original share certificate(s).

 

c)         Valid share transfer form(s) duly signed (as transferors) by all the registered shareholders in the same order as per specimen signature registered with the company and duly witnessed at the appropriate place.  The transfer deed should be left blank except for the signatures as mentioned above.  All other requirements for valid transfer will be a  precondition for valid acceptance.

 

ii)         Unregistered shareholder (persons who hold shares of the company irrespective of the specified date as also those whose names do not appear on the register of members of the company) should enclose

 

a)         Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein by the person accepting the Offer.

 

b)         Original share certificate(s)

 

c)         Valid share transfer form(s) as received from market.  The details of the buyer should be left blank, failing which the same will be considered invalid under the Offer.  All other requirements for valid transfer (including matching of signatures) will be pre-conditions for acceptance.

 

d)         Original contract note issued by the broker through whom the shares are acquired.

 

e)         The acknowledgement received, if any, from VTAL in case the equity shares have been lodged with VTAL.

 

Unregistered owners can send their application in writing to the Manager to the Offer, on a plain paper stating the name, address, number of shares held, distinctive numbers, folio number, number of shares offered along with the original share certificate(s), duly signed transfer deed(s) and the original contract note issued by the broker through whom the shares were acquired, so as to reach the Manger to the Offer on or before the closure of the Offer i.e. 20^th July, 2002. No indemnity is required from the unregistered owners. Alternatively, shareholders can download Form of Acceptance cum Acknowledgement placed on the SEBI website at www.sebi.gov.in and send in their acceptance by filling in the same.

 

7.3       Procedure for equity shares held in demat form

 

i)          Beneficial owners should enclose

 

a)         Form of Acceptance cum Acknowledgment duly completed and signed in accordance with the instructions contained therein, by sole/joint shareholders whose names appear in the beneficiary accounts and in the same order therein.  The Form of Acceptance has to be tendered by the beneficial holders of the equity shares only.

 

b)         A photocopy of the Delivery instructions in “off-market” mode or counterfoil of the delivery instruction in “Off-market” mode duly acknowledged by the Depository Participant (“DP”) in favour of the special depository account. 

 

c)         The Manager to the Offer, which is also a Depository Participant, has opened a special depository account with CDSL 

styled                          “ARSPL-Escrow Account-Vasudha Trading Open Offer”

DP ID                           10600

DP Name                     Anand Rathi Securities Private Limited

Client ID Number         1201060000101814.

 

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

 

The delivery instructions to be given to the depository participant should be in “for off-market” mode only.  For each delivery instructions the beneficial owner should submit separate Form of Acceptance.

 

ii)         Shareholders who have sent their equity share certificates for dematerialisation should enclose

 

a)                  Form of Acceptance duly completed and signed in accordance with the instructions contained there in by the sole/joint equity shareholders whose names appear on the equity share certificate and in the same order in which their name(s) appears in the Register of Members and as per the specimen signature lodged with VTAL.

 

b)              A copy of the dematerialisation request form duly acknowledged by the equity shareholder's depository participants

 

Such equity shareholders should ensure that the credit of their equity shares tendered under Offer to the special depository account is made on or before the date of closing of the Offer, otherwise the same are liable to be rejected.  Alternatively, if the equity shares sent for dematerialization are yet to be processed by the equity shareholder's depository participants, the equity shareholders can withdraw their dematerialization request and tender the equity share certificates in the Offer.

 

7.4       Procedure for acceptance of the Offer by shareholders who do not receive the Letter of Offer.

 

i)                 In case of non-receipt of the Letter of Offer, the eligible persons may obtain a copy of the same from the Manager to the Offer or send their consent to the Manager to the Offer on a plain paper stating the name, address, number of shares held, distinctive numbers, folio number, number of shares offered along with the original share certificate(s) and duly signed transfer deed(s) as transferors , so as to reach the Manger to the Offer on or before the closure of the Offer, i.e. 20^th July, 2002 .

 

ii)                 In case of beneficial owners, they may send the application in writing to the Manager to the Offer, on a plain paper stating the name , address, number of shares held, number 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, so as to reach the Manager to the Offer, on or before the closure of the Offer i.e. 20^th July, 2002.

 

iii)              Shareholders can download Form of Acceptance cum Acknowledgement placed on the SEBI website at www.sebi.gov.in and send in their acceptance by filling in the same.  Such shareholders must send a covering letter along with the above-mentioned details stating acceptance of Offer on the terms and conditions set out in the Letter of Offer.  Further the Public Announcement dated 20^th May, 2002 and the Letter of Offer are available on the sebi website at www.sebi.gov.in.

 

7.5       In case the number of shares tendered in the Offer by the shareholders of the Target Company are more than the shares to be acquired under the Offer, the acquisition of shares from each shareholder will be as per the provisions of Regulation 21(6) of the SEBI (SAST) Regulations on a proportionate basis, in such a way that the acquisition from a shareholder shall be not less than the minimum marketable lot, or the entire holding, if it is less than the marketable lot. As the shares of the company are in demat mode, the marketable lot is one share.

 

7.6       The Manager to the Offer will hold in trust the equity shares/equity share certificates, equity shares lying in credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and transfer form(s) on behalf of the shareholders of the Target Company who have tendered the Offer, till the cheques/drafts for the consideration and/or the unaccepted equity shares/equity share certificates are dispatched/returned.  The Acquirer would not have access to these equity shares till such time.

 

7.7            The payment of consideration to those shareholders whose share certificates and/or other documents are found valid and in order by the Acquirer, will be through a crossed account payee cheque/demand draft/pay order.  The intimation regarding the acquisition(in part or full) or rejection of the equity shares and the corresponding payment for the acquired equity shares and/or equity share certificates for the rejected equity shares will be dispatched to the shareholders by registered post at the shareholders sole risk.  All cheques/demand drafts/pay orders will be drawn in the name of the first holder, in case of joint registered holders.

 

 

 

In case of dematerialised equity shares, the equity shares would reside in the special depository account as mentioned above. The Manager to the Offer will debit the special depository account to the extent of payment of consideration made by the Acquirer and his instructions for the credit to the beneficial account of the Acquirer. The 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.

 

In case of unregistered owners of the shares, payment will be made in the name of the person stated in the contract note.  It is desirable that the shareholders provide bank details in the form of Acceptance cum Acknowledgement, for incorporation in the cheque/demand draft/pay order.

 

7.8       The Acquirer shall complete all procedures relating to the Offer within a period of 30 days from the closure of the Offer. In terms of Regulation 22(12) of the SEBI (SAST) Regulations, in the case of delay in receipt of statutory approvals, SEBI has the power to grant extension of time for the purpose of making payment subject to the Acquirer agreeing to pay interest for the delayed period to the shareholders as directed by SEBI.  Further if the delay occurs on account of willful default by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable.

 

8.               DOCUMENTS FOR INSPECTION

 

The following documents are regarded as material documents and are available for inspection at the registered office of the Acquirer from 10.30 a.m. to 1 p.m. and 2 p.m. to 5 p.m. on any working day except Saturdays, Sundays and Public Holidays until the Offer closes.

 

i.                 Certificate of incorporation, Memorandum and Articles of Association of Anju Advisory Services Private Limited

 

ii.                Certificate from Messers. Deepan Parikh & Co., Chartered Accountants, (Membership No.46298) 'Amrut Ashish' 41, Hindu Friends Society, Natvar Nagar Road No. 4, Jogeshwari (East),  Mumbai certifying the adequacy of financial resources with Acquirer to fulfill the Open Offer obligations.

 

iii.               Audited annual reports of Anju Advisory Services Private Limited for the period ended 31.03.02.

 

iv.              Audited annual reports of Vasudha Trading & Agencies Limited for the financial years 2000, 2001 and 2002.

 

v.                A letter from the Bank of India, SEEPZ Branch, confirming the amount kept in the escrow account and a lien in favour of the Manager to the Offer.

 

vi.              A Copy of the Share Purchase Agreement dated 15^th May, 2002 which triggered the Open Offer.

 

vii.             A published copy of Public Announcement dated 20^th May, 2002.

 

viii.            A copy of the letter from SEBI dated June 14, 2002 in terms of proviso to Regulation 18(2).

 

ix.               A copy of the Agreement entered into with depository participants for opening a special depository account for the purpose of the Offer.

 

9.               DECLARATION BY THE ACQUIRER

 

1.               The Board of Directors of the Acquirer accept full responsibility for the information contained in this Letter of Offer.and Form of Acceptance .

2.               The Acquirer is responsible for ensuring compliance  with the Regulations.

3.               All information contained in this document is as on the date of the Public Announcement, unless stated otherwise.

 

By Order of the Board

For Anju Advisory Services Private Limited

 

 

 

 

Suresh Achhipalia                  

Director

 

Place : Mumbai

 

Date : 23.05.02

 

Enclosed :

 

a) Form of Acceptance cum Acknowledgement

b) Transfer Deed, if applicable

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this form with enclosures to the Manager to the Offer at their address mentioned below. All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)
FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

 

OFFER

Opens on : June 21, 2002

Closes on : July 20, 2002

 

 

From,

 

 

 

 

 

Tel.No.:                                    Fax No.:                                   E-mail:

 

To,

 

 

Anand Rathi Securities Private Limited

J.K.Somani Bldg., 3^rd floor,

British Hotel Lane,

Bombay Samachar Marg,

Fort,

Mumbai – 400 023.

 

Dear Sirs,

 

Sub : Open offer for purchase of 10,000 equity shares of Vasudha Trading & Agencies Limited (VTAL) representing 20% of its voting capital ,at an offer price of Rs.20/- per fully paid up equity share for cash  by Anju Advisory Services Private Limited

 

I/We refer to the Letter of Offer dated 23.05.02 for acquiring the equity shares held by me/us in VTAL.

 

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

 

SHARES IN PHYSICAL FORM

I/We, hold shares in physical form, 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.	Ledger Folio No.	Certificate No.	Distinctive Nos.		No. of shares
			From	To
Total number of equity shares

 

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

SHARES IN DEMAT FORM

I/We, hold shares in dematerialized form, accept the offer and enclose photocopy of the delivery instructions favouring special depository account duly acknowledged by DP in respect of my/our equity shares as detailed below.

 

DP Name	DP ID	Client ID	No. of Shares	Name of Beneficiary(ies)

 

I/We have done an off market transaction for crediting the Equity Shares to the Depository Account with CDSL named as “ARSPL-Escrow A/c-Vasudha Trading Open Offer”, whose particulars are :

 

DP Name: Anand Rathi Securities Private Limited,  DP ID Number : 10600,

 Client ID Number: 1201060000101814

 

Enclosures (Please tick as appropriate)

□ Power of Attorney                □ No Objection Certificate/Tax Clearance Certificate

                                                                        under Income-tax Act, 1961, for Non-resident

                                                                        shareholders as applicable.

□ Death Certificate/Succession         □ RBI permission obtained by Non-resident Shareholder

     Certificate

□ Corporate authorization in case of  □ Others (please specify): ____________

Companies along with the board

resolution and specimen signatures of

authorised signatories

 

I/We confirm that the Equity Shares of VTAL,  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 once I/We have accepted the offer by tendering the requisite documents in terms of the public announcement/Letter of Offer, I/We cannot withdraw the same.

 

I/We note and understand that the original share certificate(s) and valid share transfer deed and shares lying in the special depository account will be held in trust for me/us by the Manager to the offer until the time the Acquirer pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer will pay the purchase consideration only after verification of the documents and signatures.

 

I/We have done an off-market transaction for crediting the shares to the special depository account for which necessary instruction have been given to my DP.

 

I/We authorise the Acquirer to accept the shares so offered 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 authorise the Acquirer to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof.

 

I/We authorise the Acquirer to accept the shares so offered 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 acquirer to credit back shares held in demat form to the extent not accepted, to the beneficiary account with the respective depository participant as per the details given above.

 

I/We authorise the Acquirer or the Manger to the Offer to send by registered post the demand draft/pay order, in settlement of the amount to the sole/first holder at the address mentioned above.

 

Yours faithfully,

 

Signed and delivered:

 

	Full Name(s) of the holders	Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

 

Note : In case of joint holdings all holders must sign. A Corporation must affix its rubber stamp

 

Place :

 

Date :

 

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

 

Name of the Bank
Branch			City
Account Number		Savings/Current/(Others:please specify)

 

The permanent account number (PAN/GIR number) allotted under the Income Tax Act, 1961 is as under :

 

	1st shareholder	2nd shareholder	3rd shareholder
PAN/GIR No.

 

 

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Acknowledgement slip

 

 

Note: All future correspondence, if any, should be addressed to Manager to the Offer: Anand Rathi Securities Private Limited J. K. Somani Bldg., 3^rd floor, British Hotel Lane, Bombay  Samachar Marg, Fort, Mumbai 400 023. Tel. No. 022-2377075/77 Fax No. 022-2377009 Email : nishashah@rathi.com Contact Person : Ms. Nisha Shah

INSTRUCTIONS   1.      Please read the enclosed Letter of Offer carefully before filling this Form of Acceptance. 2.      The acceptance of the Offer made by the Acquirer is entirely at the discretion of the Equity Shareholders of  VTAL.  Each equity shareholder of VTAL to whom this Offer is being made is free to offer his equity shareholding in VTAL in whole or in part while accepting the Offer. 3.      Where the number of Equity Shares offered for sale by the shareholders are more than the Equity Shares agreed to be acquired by the Acquirer under this Offer, they shall, accept the offers received from the shareholders on a proportional basis, in consultation with the Manager, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots.  Provided that acquisition of Equity Shares from a shareholder shall not be less than the minimum marketable lot or the entire holding,if it is under the marketable lot. 4.      In case of joint holdings, all the holders whose names appears on the Equity Share Certificate or in the beneficiary account must sign this Form of Acceptance in the same order in which these names appears on the register of members/beneficial account and as per the specimen signature(s) lodged with VTAL or the beneficial owner’s depository participant. 5.      In case of dematerialised shares, a photocopy of the delivery instruction in the “off market” mode duly attested by the DP of the shareholder as specified in Section 7 of the Letter of Offer should be enclosed. Beneficial owners are advised to tender the delivery instructions at least two working days prior to the closure of the Offer, so that the credit may be received in the special depository account by 20th July, 2002. 6.      In case of physical Equity Shares, the enclosed transfer deed should be duly signed as transferors by all shareholders in the same order and as per specimen signatures lodged with VTAL and should be duly witnessed at the appropriate place.  The Transfer Deed should be left blank, excepting the signatures as mentioned above.  Attestation, where required (thumb impressions, signature difference, etc.) should be done by a Magistrate, Notary Public or Special Executive Magistrate or a similar Authority holding a Public Office and authorised to use the seal of his office or a member of a recognized stock exchange under their seal of office and membership number or manager of the transferor’s bank.  PLEASE DO NOT FILL UP ANY DETAILS ON THE TRANSFER FORM.  Relevant Equity Share Certificates must be annexed. 7.      The shareholders of VTAL who have sent their equity shares certificates for dematerialisation should submit their form of acceptance and other documents, as applicable along with a copy of the dematerialisation request form duly acknowledged by their DP. 8.      In case of bodies corporate, proper corporate authorization should be enclosed. 9.      Persons who own Equity Shares (as on the Specified Date or otherwise) but are not the registered holders of such Equity Shares and who desire to accept the Offer, will have to communicate their acceptance in writing to the Registrars to the Offer together with the original contract note issued by the broker, the Equity Share Certificate(s) and valid transfer deed(s) and other relevant documents.  In case, the Equity Share Certificate(s) and transfer deed(s) are lodged with VTAL for transfer, then the acceptance shall be accompanied by the acknowledgement of lodgement or receipt by VTAL. 10.   Shareholders of VTAL, who wish to avail this Offer should forward the relevant documents, by registered post with acknowledgement due or by hand delivery to the Manager to the Offer, Anand Rathi Securities Private Limited at their address mentioned below, so as to reach the Manager to the Offer on or before 20th July, 2002.            J. K. Somani Bldg., 3rd floor, British Hotel Lane, Bombay Samachar Marg, Fort, Mumbai 400023. Tel. No. 022-2377075/77 Fax No. 022-2377009 Contact Person : Ms. Nisha Shah             The Equity Shares can be tendered at the above address between Monday to Saturday from 10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 5.30 p.m. The center will be closed on Sundays and any other Public Holidays.               No document should be sent to the Acquirer or  VTAL.

-------------------------------------------Tear along this line --------------------------------------------------------

Note : All future correspondence, if any, should be addressed to the Manager to the offer, at the address mentioned below: -

 

ANAND RATHI SECURITIES PRIVATE LIMITED

J. K. Somani Bldg., 3^rd floor, British Hotel Lane, Bombay Samachar Marg,Fort, Mumbai 400 023.
Tel. No. 022-2377075/77 Fax No. 022-2377009 Email : nishashah@rathi.com
Contact Person : Ms. Nisha Shah