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LETTER
OF OFFER This
Document is Important and requires your Immediate Attention This Letter of Offer is sent to you as
Shareholder(s) of Vivo Bio Tech Limited.
If you require any clarifications about the action to be taken, you may consult
your stockbroker or investment consultant or Merchant Banker. In case you have
recently sold your shares in the Company, please hand over this Letter of Offer
and the accompanying Form of Acceptance cum acknowledgement to the Member of
the Stock Exchange through whom the said sale was effected.
�������� �
� SCHEDULE OF ACTIVITIES:
INDEX
DEFINITIONS The following
definitions apply throughout this document, unless the context requires
otherwise:-
2. DISCLAIMER CLAUSE �IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER
WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN
CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN
SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES
CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF VIVO BIO
TECH LIMITED. TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES
NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER
(INCLUDING PACS), OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE
ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN
THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER
(INCLUDING PACS) IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND
DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT
BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER (INCLUDING
PACS) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND
TOWARDS THIS PURPOSE, THE MERCHANT BANKER M/S. ARYAMAN FINANCIAL SERVICES
LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 06.04.04 TO SEBI IN
ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS)
REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF. THE FILING OF THE
LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER (INCLUDING PACS) 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 1. This
Open Offer is being made pursuant to the Regulation 10 and 12 and other
provisions of Chapter III and in compliance with the Securities & Exchange
Board of India, (Substantial Acquisition of Shares and Takeovers) Regulation,
1997 and subsequent amendments thereof for substantial acquisition of shares
and control over the target company. 2. This
offer is being made by Shri Shri Resorts Private Limited (including PACs)
having their registered office at 20-35/14/B, Plot No. 7, Flat No.304, M. K.
Plaza, Bankers Street Colony, West Venkata Puram, Alwal, Secunderabad-500 010,
A.P..(Hereinafter referred to as �Acquirer�) to the equity shareholders of Vivo Bio Tech Limited
having their registered office at G-4/B,
S. E. I. E. Kattedan, Hyderabad � 500 077 (hereinafter referred to as
VBTL/Target Company).�� 3. The
Acquirer M/s. Shri Shri Resorts Private Limited has entered into the following
agreements on 23/03/04 to acquire a total of 6,70,000�� equity shares of Rs.10/- each for Re.1/- per share.
The mode of payment of the consideration for the shares
acquired under the agreement is by way of cheque/ demand draft and out of the
total consideration of Rs. 6,70,000 (Rupees Six Lakhs Seventy Thousand only),
Rs. 5,00,000 has been paid at the time of signing of the agreement and the
balance of Rs. 1,70,000 will be paid by way of cheque /demand draft within 21
days from the date of the agreement. The agreement dated 23-3-2004 contains a
clause that it is subject to the provisions of SEBI (SAST) Regulation and in
case of non-compliance with any of the provisions of the Regulations, the
agreement for such sale shall not be acted upon by the Vendor or the Acquirer. 4. As
on the date of the agreement, the Acquirer (including PACs) do not hold any
shares in the Target Company. 5. The
proposed change in control is not through any arrangement. 6. Based
on the information available from the Acquirer (including PACs) and the Target
Company, neither the Acquirer (including PACs) or the Target Company or the
Vendors have been prohibited by SEBI from dealing in securities in terms of the
direction issued u/s 11B of SEBI Act or under any of the regulation made under
the SEBI Act. 7. The
Composition of the Board of Directors in VBTL Post-acquisition and Offer shall
be determined on completion of all formalities relating to the Offer. 3.2 DETAILS OF THE PROPOSED OFFER 1. The
public announcement was made by the Acquirer (including PACs) on March 24, 2004
in compliance with Regulation 15 of the Takeover Regulations in all the
editions of Financial Express, (English Daily), Jansatta (Hindi Daily) and
Andhra Bhoomi (Regional Language Daily). The Public Announcement is also
available on the SEBI website at www.sebi.gov.in 2. The
offer to the public shareholders of VBTL is to acquire further 7,01,040 equity
shares representing 20% of the equity share capital of VBTL at a price of
Re.1.00 per share. The payment to the shareholders whose shares have been
accepted shall be cash and will be paid by cheque / demand draft. 3. The
Acquirer (including PACs) has not acquired any shares of the target company
after the date of P.A. and upto the date of this LOF. 3.3
OBJECT
OF THE ACQUISITION /OFFER The offer to the Shareholders of VBTL has
been made pursuant to Regulation 10 & 12 and other provisions of Chapter
III and in compliance with the regulations for the purposes of substantial
acquisition of voting rights and management control of the target company. SSRPL has been incorporated
with the main object of dealing in real estate and running resorts. The company proposes to
takeover the target company and develop / diversify the existing line of
activity by infusion of capital and fresh management inputs. 4.BACKGROUND OF THE ACQUIRER
INCLUDING PACS 4.1 Information about the Acquirer
4. There
has been no agreement between the Acquirer and the PACs as regards the open
offer.� �4.2. Shri Shri Resorts Private Limited
(SSRPL)
The
composition of Board of Directors as on the date of the public announcement is
as follows:
None of the Board of
Directors of the Acquirer Company are on the Board of the Target Company.
���� Since the company has not started
commercial operations till date, no profit and loss account has been
prepared.������ ������������������� �BALANCE SHEET (Rs
in lacs)
Financial data of the company for the 9 months
period ended 31.12.03 as certified by the statutory auditor of the company� is as under: (i) Balance Sheet Statement: ����������������������� ����������������� (Rs in lacs)
OTHER
FINANCIAL DATA ������ (Rs in lacs)
������������� NAV per Share is being calculated
using the number of shares issued. SIGNIFICANT ACCOUNTING POLICIES: a) ������� General (1)
The accounts are
prepared on historical basis and on the accounting principles of a going
concern. (2)
Accounting policies
not specifically referred to otherwise are consistent and in consonance with
generally accepted accounting principles. b)
Revenue Recognition The Company follows
the Mercantile system of Accounting and recognizes income and expenditure on
accrual basis. c)
Gratuity No provision for
gratuity is made as no employee has put in qualifying period of service for
entitlement of this benefit. 4.2 Information about PACs������ Apart
from the Acquirer, Mr.
T. Pavan Kumar and Smt. K. Madhavi Latha are the Persons Acting in Concert
(PACs) for the purpose of this offer in terms of Regulation 2(1)(e) of the SEBI
(SAST) Regulations. Presently, the PACs are related to each other to the extent
that Mr. T. Pavan Kumar and Smt. K. Madhavi Latha are the Directors of SSRPL. I.��� MR. T.
PAVAN KUMAR
b.��� Mr. T. Pavan Kumar, has done MBA in
Marketing and` has completed diploma in computer applications. He has an
experience of about 5 years in marketing and software development, training and
management. He is a director in SSRPL. c.��� The net worth of Mr. T. Pavan Kumar as on
December 31, 2003 is Rs. 10 lacs as certified by M/s. P. Murali & Co.,
-Chartered Accountants,� (membership no.
of Mr. P. Murali Mohana Rao� � Partner
is 23412), having their office at 6-3-655/2/3, Somajiguda, Hyderabad- 500 082.
Tel. No. (040) 23326666/23312554 Fax No: (040) 23392474. II. SMT. K. MADHAVI LATHA������������
� c.��� The net worth of Smt. K. Madhavi Latha as on
December 31, 2003 is Rs.25 lacs as certified by M/s. P. Murali & Co.,
-Chartered Accountants,� (membership no.
of Mr. P. Murali Mohana Rao� � Partner� is 23412), having their office at
6-3-655/2/3, Somajiguda, Hyderabad- 500 082. Tel. No. (040) 23326666/23312554
Fax No: (040) 23392474. 4..3 DISCLOSURE IN TERMS OF
REGULATION 16 (ix)
4.4 �� FUTURE PLANS/ STRATEGIES OF THE ACQUIRER WITH
REGARD TO THE TARGET COMPANY. The company proposes to
takeover the target company and develop / diversify the existing line of
activity by infusion of capital and fresh management inputs. 4.5.� OPTION IN TERMS OF REGULATION 21(3) Since the Post
offer Public shareholding of the target company would not fall� below 10% of the paid up and voting share
capital of the target company, option in terms of Regulation 21(3) is not
applicable. 5. BACKGROUND OF THE TARGET
COMPANY�� VIVO BIO TECH LTD. �
(VBTL) 1.
VBTL
is a Public Limited Company incorporated on 12th February 1987,
having its Registered and the Corporate Office at G-4/B, SEIE, Kattedan,
Hyderabad � 500 077, Tel Fax. No. 040-24361220. VBTL was originally
incorporated in the name �Golden Growth Fund Private Limited� The name of the
Company was then changed to �Sunshine Growth Fund Private Limited�
w.e.f.18-9-1991. The Company was then converted into a Public Company w.e.f.
19-6-92. Later again the name of the Company was changed to �Sunshine Factors
& Exports Limited� w.e.f. 31-3-1994. On 19-9-2002, the name of the Company
was again changed to �Vivo Bio Tech Limited�. Presently the Company is carrying
on the business of trading in biotech products and pharmaceuticals. The company
had come out with a public issue during November 1995 with the main objects to
augment the working capital base. The Company has complied with all the
applicable Rules/ Regulations as existed. 2.
The
Company has been promoted by Mr. D. Krishna Kumar Raju & Associates. The
present directors of the company are Mr. D. Krishna Kumar Raju, Mr. Ch.
Shrinivas, Mr. P.V.V.Prasad, Mr. P. Krupavaram and Mr. Koora Chandra Shekhar. 3.
The
Authorised Share Capital of the company as on 31.03.2003 was Rs. 800 lacs,
divided into 80 lacs equity shares of Rs.10/- each. The issued and subscribed
capital of the company is Rs. 350.52 lacs divided into 35,05,200 equity shares
of Rs. 10/- each. There are no calls in arrears. As on date there are no partly
paid up shares in this company. The equity shares of VBTL are listed on the
Stock Exchanges at� Mumbai and
Hyderabad. There has been no merger / demerger / spin off relating to the
company during last 3 years. 4.
The Company at present is carrying on the business of trading in
biotech products and pharmaceuticals products.�
It is not carrying on any manufacturing activities and as such there are
no manufacturing facilities in the company. 5.
Share Capital Structure
������ There are no outstanding convertible
instruments (warrants/ FCDs /PCDs) etc. 6.
Build up of capital
structure of the company as per original allotments made :
7. BOARD OF
DIRECTORS The
composition of Board of Directors as on the date of Public Announcement�� is as follows:
8.� Compliance with listing and other statutory
requirements: As informed by the Target Company as
regards the status of compliance with the listing requirement, the Target
Company, and its promoters have presently complied with all the requirements to
the extent applicable with the Stock Exchange, Mumbai and the Hyderabad Stock
Exchange Limited.� No punitive action
has been taken by the Stock Exchanges till date and the company has duly
complied with all the provisions of the listing agreement.� The trading in shares of the company were
not suspended at any time. 9.� Compliance with Chapter II of SEBI (SAST),
Regulations 1997 : The
company, and its promoters have complied with all the provisions of chapter II
of SEBI (SAST), Regulations 1997 within�
the specified time and there has been no delay in the same. 10.� FINANCIAL HIGHLIGHTS (i)
Profit
& Loss Statement (Audited):- � ��������� ������(Rs in lacs)
�(ii) Balance Sheet
Statement(Audited)� : ������������������������������������������ ���������������� (Rs in lacs)
(iii) Financial data of the company for the 9
months period ended 31.12.03 as certified by the statutory auditor of the
company� is as under: ����������� (Rs. In lacs)
� (iv) Other Financial Data :- �
10.
Reasons for Fall/rise in total income and PAT for the financial year 2001-2002
and 2002-2003. Financial
year 2001-02: In the said year, VBTL�s total income had
increased� by around 26%. This was
mainly due to new activities relating to Multi Media and other related activities,
taken up by the company.� . Though there
was a rise in total income it was not substantial. As the market condition was
not favourable to do the existing business�
during that period, the company�
decided to diversify the activities and deal in supply, import and
export of Bio-Tech Products and Bulk Drugs and other related activities. Financial
year 2002-03: Total
income during this year was Rs. 14.37 lacs when compared to the Previous year�s
income of Rs. 5.19 lacs, accounting to a rise of 177 %.� The increase in Total Income was due to
shift in business of the company to Bio-Tech Products and Bulk Drugs and other
related activities clubbed with the addition of other income, which was absent
in the previous financial year. 11. Pre and Post offer shareholding
pattern of the Target Company is as follows: -
The Acquirer
(including PACs) have not acquired any shares of the target company after the
Public Announcement till the date of Letter of offer. The Target Company is not
a sick Industrial company within the meaning of clause (o) of Sub-Section� (I) of Section 3 of the Sick Industries
Companies (Special Provision) Act, 1985. The total number of shareholders is
6130. 12.
CHANGE IN THE PROMOTER There has been no change in the promoters
right from the inception of the company till date. 13.
STATUS OF CORPORATE GOVERNANCE VBTL has complied with the provisions of
Corporate Governance applicable to the Company as per clause 49 of the listing
agreement in regard to, inter alia, the constitution of Board of Directors,
committees of Board of Directors such as Audit Committee, the remuneration
Committee and Investors Grievance Committee, and has made all disclosures as
are required to be made and complied with all the compliances relating to
filing of reports, certificates and other documents to implement the code of
Corporate Governance. There are no pending
litigations of VBTL 14.������ COMPLIANCE
OFFICER Mr. P.V.V. Prasad G-4/B, SEIE, Kattedan,
Hyderabad � 500 077 Tel Fax. No.
040-24361220.������ 6.� OFFER PRICE AND FINANCIAL ARRANGEMENTS 6.1.� JUSTIFICATION
OF OFFER PRICE 1.
The equity
shares of the Target Company are listed on the Stock Exchanges at Mumbai and
Hyderabad. 2.
The shares
of the company are infrequently traded in terms of Explanation (i) to
Regulation 20(5) of the Regulations. The number of shares traded on the Mumbai
Stock Exchange during the preceding 6 calendar months prior to the month in
which the public announcement was made is less than 5 % of� the voting capital of the company. The
shares were last traded on the Mumbai Stock Exchange on January 14, 2004 at Rs.
5.95� and the number of shares traded
were 400.� There was no trading on the
Hyderabad Stock Exchange. 3.
The details
of shares traded during the 6 calendar months prior to the month in which PA
was made is as under:
4.
The
shares of the company are infrequently traded. The offer price has been arrived
at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into
account the following:� (a)������� The negotiated price under the agreement
which in this case is Re.1/- per share for fully paid shares (Regulation20
(5)(a)) (b) ������ The Acquirer (including PACs) has not
acquired any Equity shares of the Target Company during the 26 weeks prior to
the date of the Public Announcement including by way of allotment in a public
or rights or preferential issue. (Regulation 20(5)(b)) (c) ������ Other parameters as on 31.3.2003 such as
Book Value of Re. 0.35 per share, EPS Re. 0.015 and Return on Net Worth 0.03%.
Book value as on 31.12.2003 is Re.0.45. (Regulation 20(5)(c)) 5.
The offer price is justified in terms of
Regulation 20(5) of the SEBI (SAST), Regulations, 1997. 6.
There is no non-compete agreement. 7.
In view of the above, the Offer Price payable
under this Offer is in compliance with the Takeover Regulations. All other
parameters suggest that the price of Re.1.00 per equity share is just and
reasonable in terms of the regulation 20(11) of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.� 8.
The offer price shall not be less than the
highest price paid by the Acquirer (including PACs) for any acquisition of the
shares of the Target Company from the date of PA up to 7 working days prior to
the closure of the offer (i.e. upto June 10, 2004) 1.
The
maximum purchase consideration payable by the Acquirer in the case of full
acceptance of the offer is Rs.7.01 lacs. 2.
The
Acquirer has created a fixed deposit for the entire sum of Rs.7.02 lacs with
Global Trust Bank Limited, 8-3-988/42 Main Road, Srinagar Colony, Hyderabad �
500 073 as an escrow amount against the total fund requirement i.e 100% of the
total consideration payable.� The
Manager to the Offer has been empowered to operate the Escrow account in
accordance with the Regulations. 3.
The
Acquirer (including PACs) have made arrangement towards firm financial
resources to fulfill the obligations under the open offer. The sources of funds
shall be through internal resources of the Acquirer (including PACs).� No borrowing from Bank/ Financial
Institution is being made for the purpose. All the funds will be domestic and
no foreign funds will be utilized. 4.
M/s.
P. Murali & Co., -Chartered Accountants,�
(membership no. of Mr. P. Murali Mohana Rao� � Partner is 23412), having their office at 6-3-655/2/3,
Somajiguda, Hyderabad- 500 082 have confirmed vide their certificate dated
March 8, 2004 that sufficient resources are available to allow the Acquirer and
PACs to fulfill its obligations under the offer. 5.
Based
on the above, the Manager to the Offer is satisfied about the ability of the
Acquirer and PACs to implement the offer in accordance with the Regulations.
The Manager to the offer confirms that firm arrangements for funds and money
for payment through verifiable means are in place to fulfill offer obligations. 7.� TERMS AND CONDITIONS OF THE OFFER A. Eligibility for accepting the offer ����� 1.�� This offer is made to all the equity shareholders [except Acquirer
(including PACs), the parties to the agreement and other promoters] whose names
appear in the register of shareholders on 22-04-2004 (the Specified Date) and
also to those persons who own the shares any time prior to the closure of the
offer, but are not the registered shareholder(s). ����� 2.�� The Acquirer will acquire for cash, Equity Shares of the Target
Company to the extent of valid acceptances received under this offer. ����� 3.�� The instructions, authorizations and provisions contained in the
Form of Acceptance cum Acknowledgement constitute part of the terms of the
offer. ����� 4.�� In case of non-receipt of the Letter of Offer or in case of owners
of shares who have sent them for transfer, eligible persons may send their
acceptance to the Manager to the Offer, on a plain paper stating the Name,
Address, No. of� shares held,
Distinctive Nos., Folio No., No. of shares offered, along with the relevant
documents, so as to reach the� Manager
to the Offer on or before the close of the Offer, i.e.19-06-2004. Accidental
omission to dispatch this document to any person to whom this offer is made or
non-receipt of this offer shall not invalidate the offer in any way. ����� 5.�� Acquirer (including PACs)�
are confident of completing all the formalities pertaining to the
Acquisition of the said shares, within 30 days from the date of closure of this
offer. Provided that where the Acquirer (including PACs)� is unable to make payment to the
shareholders who have accepted the offer before the said period of 30 days due
to non-receipt of requisite statutory approvals, the Board may, if satisfied
that non-receipt of requisite statutory approvals was not due to any willful
default or neglect of the Acquirer (including PACs) or failure of the Acquirer (including
PACs)� to diligently pursue the
applications for such approvals, grant extension of time for the purpose,
subject to the acquirer (including PACs) agreeing to pay interest to the
shareholders for delay beyond 30 days, as may be specified by the Board from
time to time. ����� 6.�� Each Shareholder of VBTL to whom this offer is being made, is free
to offer his shareholding in whole or in part while accepting this offer. ����� 7.�� Subject to the conditions governing this offer as mentioned in
this offer document, 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. ����� 8.�� The Acquirer including PACs would be responsible for ensuring
compliance with the regulations. ����� 9.�� The minimum market lot of the company is 100 shares. B.� Locked in Shares 1. � None
of the shares of the target company are under lock-in. C.� Statutory
approvals 1. To the knowledge of the Acquirer (including PACs), no statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer.� If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals.� In case the statutory approvals are not obtained, the Acquirer (including PACs) will not proceed with the Offer. 2. In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant�� extension of time to Acquirer (including PACs) for payment of consideration to the shareholders subject to Acquirer (including PACs) agreeing to pay interest as directed by SEBI under Regulation 22(12).� If the delay occurs due to the wilful default of the Acquirer (including PACs) in obtaining the requisite approvals, Regulation 22(13) will become applicable. 8.� PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
The address of the
collection center of the Registrar to the Offer, for the purpose of the offer
is as follows: -
Name, address,
distinctive numbers, folio nos., number of shares tendered / withdrawn.
�� NO DOCUMENT SHOULD BE SENT TO THE ACQUIRER
(INCLUDING PACS) OR TO VBTL. The
shareholders also have an option to download the form of acceptance from SEBI�s
website (www.sebi.gov.in)
and apply in the same. 9.� DOCUMENTS FOR INSPECTION ������ Copies
of the following documents will be available for inspection at the Registered
office of� SSRPL at� 20-5/14/B, Plot No. 7, Flat No.304, M. K.
Plaza, Bankers Street Colony, West Venkata Puram, Alwal, Secunderabad-500 010,
A.P., on all working days except on Saturdays, Sundays and Bank Holidays
between 11.00 a.m. and 3.00 p.m. during the Offer Period. 1. Memorandum
of Association & Articles of Association (including Certificate of
Incorporation) of M/s. VBTL and SSRPL. 2. Copy
of the Public Announcement. 3. Copies
of Audited Annual Reports of VBTL as at 31.03.2001, 31.03.2002, 31.03.2003 and
the certified results for the nine month period ended 31.12.03. 4. Copies
of Audited Annual Reports of SSRPL as at 31.03.2001, 31.03.2002, 31.03.2003 and
the certified results for the nine month period ended 31.12.03. 5. Copies
of certificate from a Chartered Accountant, M/s. P. Murali & Co, dated
08-03-2004 certifying the adequacy of financial resources of the Acquirer to
fulfill the offer obligations and the networth of the Acquirer. 6. Copies
of certificate from Chartered Accountant � M/s. P.Murali & Co (membership
no. of Mr. P.Murali Mohana Rao � 23412) certifying the networth of the PACs. 7. A
letter from Global Trust Bank Ltd.- Hyderabad Branch confirming the amount kept
in the Escrow account and a lien in favor of the Merchant Banker i.e. Aryaman
Financial Services Ltd. 8. A
copy of the agreement dated 23-03-2004 that triggered off the open offer. 9. List
of directors of Acquirer Company�
(including PACs) along with their residential addresses. 10. Copy
of SEBI letter�
CFD/DCR/TO/AG/8208/04� dated� April 22, 2004. 10. DECLARATION 1. The
Acquirer (including PACs) having made all reasonable inquiries, accept
responsibility for, and confirm that this letter of offer contains all
information with regard to the offer, which is material in the context of the
issue, that the information contained in this letter of offer is true and
correct in all material respects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which makes this document as a whole
or any of such information or the expression of any such opinions or intentions
misleading in any material respect. 2. Each
of the Acquirer (including PACs) would be severally and jointly responsible for
ensuring compliance with the Regulations. 3. We
hereby declare and confirm that all the relevant provisions of Companies Act,
1956 and all the provisions of SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997 have been complied with and no statements in the
offer document is contrary to the provisions of the Companies Act, 1956 and
SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997.� � Signed by Mr. T. Pavan Kumar
(Authorised vide board resolution dated 22nd March, 2004) on behalf
of himself and the Acquirer i.e. SSRPL (Acquirer) ���������� sd/- Smt. K. Madhavi Latha ���������� sd/- Date:���
28.04.04 Place:��
Mumbai� Enclosures: (1)�� Form of Acceptance cum Acknowledgement ������������������ (2)��� Form of Withdrawal THIS DOCUMENT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Please
send this Form with enclosures to the Registrar to the Offer at their address
given overleaf) FORM OF
ACCEPTANCE- CUM -ACKNOWLEDGEMENT
From
:-������������������������������������������������������������������������������������������������ Folio
No.:��������������������������� ����������������� Sr.No.:����������������������������� ������� No of Shares Held Tel
No:������������ Fax No:������������������������������������ E-Mail: To: Aarthi Consultants Pvt. Ltd., 1-2-285,
Domalguda, Hyderabad-
500 029. Sub.:��� Open offer� for purchase of� 7,02,000 equity shares of VBTL representing 20% of the equity share capital at a price of Re. 1.00 per share by� Shri Shri Resorts Private Limited. Dear
Sir, I/We refer to the Letter of Offer dated 28/04/04 for
acquiring the equity shares held by me/us in VBTL. I/We, the undersigned, have read the Letter of Offer
and understood its contents including the terms and conditions as mentioned
therein. FOR SHARES HELD IN PHYSICAL
FORM : 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:
����������� (In case of insufficient space,
please use additional sheet and authenticate the same) 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 Acquirer (including PACs) pays
the purchase consideration as mentioned in the Letter of Offer.� I/We also note and understand that the
Acquirer (including PACs) will pay the purchase consideration only after
verification of the documents and signatures. I/We
note and understand that the Shares would lie in the Escrow Account until the
time the Acquirer (including PACs) makes payment of purchase consideration as
mentioned in the Letter of Offer. I/We
confirm that the equity shares of� VBTL
which are being tendered herewith by me/us under the Offer, are free from
liens, charges and encumbrances of any kind whatsoever. I/We
authorize the Acquirer (including PACs) to accept the shares so offered which
it may decide to accept in consultation with the Registrar to the Offer and in
terms of the Letter of Offer and I/We further authorize the Acquirer (including
PACs) 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
authorize the Acquirer (including PACs) or the Registrar� to the Offer to send by registered post
(under UCP if less than Rs. 1,500/-) the draft/cheque in settlement of the
amount to the sole/first holder at the address mentioned below: Yours
faithfully, Signed
and Delivered:
Note
: In case of joint holdings, all holders must sign.� A corporation must affix its common seal. Address
of First/Sole Shareholder
____________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ Place
:������������������������������������������������������������� Date: So
as to avoid fraudulent encashment in transit, shareholder(s) may provide
details of bank account of the first / sole shareholder and the consideration
cheque or demand draft will be drawn accordingly.
Business
Hours ������������ :� Mondays to Friday :� 11.00 a.m. to 4.00 p.m. Holidays���������������������� :� Saturdays, Sundays and Bank Holidays All
queries in this regard to be addressed to the Registrar to the Offer quoting
your Folio No. -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - Tear along this line - - - - - - - ��Folio
No..:���� � ���������������������������Serial No.������������������ Acknowledgement�
Slip
Received from Mr./Ms.
______________________________________________ Address______________________________________________
Number of certificate(s)
enclosed� ______� Certificate Number(s) ______________ Total number of share(s)
enclosed ____________________ Note : All future correspondence, if any should be
addressed to Registrar� to the� offer at the address mentioned behind in
this form. The documents referred to above should be sent to any of the
collection centers mentioned overleaf. FORM OF WITHDRAWAL
From:
To, Aarthi Consultants Pvt. Ltd., 1-2-285,
Domalguda, Hyderabad- 500 029. Sub.:��������� Open
offer� for purchase of� 7,01,040 equity shares of VBTL� representing 20% of the equity share capital
at a price of Re.1.00 per share by Shri Shri Resorts Private Limited Dear
Sir, I/We refer to the Letter of Offer dated 28.04.04 for
acquiring the equity shares held by me/us in Vivo Bio Tech Limited. I/We, the undersigned, have read the Letter of Offer
and understood its contents including the terms and conditions as mentioned
therein. I/We wish to withdraw our acceptance tendered in
response to the said offer. We had deposited/sent our �Form of Acceptance� to
you on __________ alongwith original share certificate(s) and duly signed
transfer deed(s) in respect of my/our shares as detailed below: (Please
enclose the Xerox copy of Acknowledgement received for �Form of Acceptance�)
I/We note and understand the terms of withdrawal of
acceptance and request you to return the original share certificate(s) and
valid share transfer deed will be held in trust for me/us by you and authorize you not to remit the
consideration as mentioned in the Letter of Offer. I/We authorise the Acquirer to reject the shares so
offered which it may decide in consultation with Registrar to the Offer and in
terms of the Letter of Offer. Yours faithfully, Signed
Address
of First/Sole Shareholder ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Place:�������������������������������������������������� Date: Note: Incase
of joint holdings, all holders must sign. A corporation must affix its common
seal. -------------------------------------------------------TEAR
HERE------------------------------------------
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