Embed Size (px)
Citation preview
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 Cronimet Alloys India Limited [formerly known as GMR Ferro Alloys & Industries Ltd.] (“Target Company”). If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or Keynote Corporate Services Ltd. (“Manager to the Offer”) or Mondkar Computers Pvt Limited (“Registrar to the Offer”). In case you have sold your shares in the Target Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum Acknowledgment and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.
CASH OFFER AT A PRICE OF RS. 39.40 (RUPEES THIRTY NINE AND PAISE FORTY ONLY) PER EQUITY SHARE (“OFFER PRICE”) [Pursuant to Regulation 10 read with Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 and subsequent amendments thereto] TO ACQUIRE
from the existing equity shareholders (“shareholders”) 24,57,059 equity shares of Rs.10/- each forming 20% of the voting share capital OF
CRONIMET ALLOYS INDIA LIMITED (“TARGET COMPANY / CRONIMET”) having its registered office at Ravivalasa Village – 532 212,
Tekkali Mandal, Srikakulam District, A.P. Tel: 08945-244323, 244312; Fax:: 08945-244545 Email:[email protected]
By ATLANTA NATURAL RESOURCES PTE. LTD. (“ACQUIRER / ATLANTA”) having its Office at 10 Jalan Besar, #10-12, Sim Lim Tower, Singapore (208787)
Tel: 65-6293 8089, 6293 8370, 6293 0732, Fax No. 65 6293 5756; Email: [email protected] Along with
MYNAH INDUSTRIES LIMITED (“PERSON ACTING IN CONCERT/PAC”)
having its registered office at S. No.66/2, Mugalapalli Village - 635105, Hosur Taluk, Krishnagiri District, Tamil Nadu Tel: No. 4344-201 282/201365, Fax: No. 4344 254 477; Email: [email protected]
Note: a) This Offer is being made by the Acquirer to the equity shareholders of the Target Company pursuant to, and in accordance with, the provisions of
Regulations 10 and 12 of the SEBI (SAST) Regulations 1997. b) The Offer is neither conditional nor subject to a minimum level of acceptance by the equity shareholders. c) The acquisition of equity shares under this Offer are subject to receipt of the approval of the RBI under the FEMA and the rules and regulations
issued thereunder an application for which was filed with the RBI on April 09, 2010. d) There are no other statutory approvals required to implement the Offer, other than those contemplated above. e) The Acquirer does not require any approvals from financial institutions or banks for the Offer. f) If there is any upward revision of the Offer Price by the Acquirer till the last permitted date for revision viz. June 03, 2010, the same would be
informed by way of a Public Announcement in the same newspapers in which the original Public Announcement had appeared. Such revised Offer Price would be payable for all the equity Shares tendered anytime during the Offer and accepted under the Offer.
g) Equity shareholders, who have accepted the Offer by tendering the requisite documents in terms of the Public Announcement/Letter of Offer, can withdraw the same up to 3 working days prior to the closure of the Offer i.e. up to June 09, 2010.
h) Since the Offer Price cannot be revised during seven (7) Working Days prior to the closing date of the Offer, it would, therefore, be in the interest of equity shareholders to wait until the commencement of that period to know the final offer price and tender their acceptance accordingly.
i) If there is a competitive bid: (i) the public offers under all the subsisting bids shall close on the same date; (ii) 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 equity shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly. There has been no competitive bid made in respect of the acquisition of equity shares of the Target Company.
j) A copy of the Public Announcement and the Letter of Offer (including the Form of Acceptance-cum-Acknowledgement and the Form of Withdrawal) would be available on SEBI's website (www.sebi.gov.in).
MANAGER TO THE OFFER
KEYNOTE CORPORATE SERVICES LTD. 4th Floor, Balmer Lawrie Building, 5, J.N.Heredia Marg, Ballard Estate, Mumbai – 400001. Tel: +91–22– 3026 6000-3; Fax: +91–22– 2269 4323 E-mail: [email protected] SEBI Regn: INM000003606 AMBI Regn no: AMBI/040 Contact Person: Mr. Janardhan Wagle
REGISTRAR TO THE OFFER
MONDKAR COMPUTERS PVT LIMITED 21, Shakil Niwas, Opp: Satya Saibaba Temple Mahakali Caves Road, Andheri East, Mumbai 400093 Tel: 022 2820 7203-05 , 28257641, 28262920; Fax: 022 2820 7207 Email: [email protected] Website: www.mondkarcomputers.com SEBI Regn: INR 000004082 Contact Person: Mr. Ravindra Utekar
Activity Date Day
Public Announcement March 31, 2010 Wednesday
Last date for a competitive bid April 21, 2010 Wednesday
Specified Date April 29, 2010 Thursday
Date by which the Letter of Offer will be dispatched to equity shareholders May 19, 2010 Wednesday
Date of opening of the Offer May 24, 2010 Monday
Last date for revising the Offer Price June 03, 2010 Thursday
Last date for withdrawal of acceptance June 09, 2010 Wednesday
Date of closing of the Offer June 12, 2010 Saturday
Date by which acceptance/rejection would be intimated and the corresponding payment for the acquired equity shares and/or the share certificate(s)/demat delivery instruction for the rejected Shares will be dispatched/issued.
June 26, 2010 Saturday
INDEX
Sr. No. Subject Page No.
1. Disclaimer clause 2
2. Details of the offer 2
3. Background of the Acquirer and the PAC 4
4. Option in terms of Regulation 21 (2) 17
5. Background of the Target Company/ Cronimet Alloys India Limited 18
6. Offer Price 27
7. Financial Arrangement 29
8. Terms & Conditions of the offer 29
9. Procedure for acceptance and settlement 31
10. Documents for inspection 38
11. Declaration by the Acquirer (including PAC) 38
DEFINITIONS
Acquirer : Atlanta Natural Resources Pte. Ltd. (“Atlanta”)
BSE : Bombay Stock Exchange Ltd.
CDSL : Central Depository Services (India) Limited
FEMA : Foreign Exchange Management Act, 1999 and shall include applicable rules and regulations issued there under
FY : Financial Year
Letter of Offer : This Letter of Offer dated May 17, 2010
Manager to the Offer/ Merchant Banker : Keynote Corporate Services Ltd.
NRI : Non Resident Indian
NSDL : National Securities Depository Limited
NSE : National Stock Exchange of India Limited
Offer Period : The period between the date of Public announcement and the date of completion of offer formalities relating to the offer.
Persons Acting in Concert/ PAC : Mynah Industries Limited
Persons Eligible to participate in the Offer
: Equity shareholders of Cronimet Alloys India Limited whose name(s) appear on the Register of the Members of Cronimet Alloys India Limited at the close of business hours on April 29, 2010 (the “Specified Date”) and also those persons who own the equity shares at any time prior to the closure of the offer, but are not the registered equity shareholders.
Public Announcement : Announcement of the Offer made by the Manager to the Offer on behalf of the Acquirer published on March 31, 2010
SEBI (SAST) Regulations 1997/ The Regulations
: Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 and subsequent amendments thereof.
SEBI : Securities and Exchange Board of India
SPA : Shall have the meaning assigned to in clause 2.1 (b) on page no.2 of the Letter of Offer
Specified Date : April 29, 2010
Target Company / Cronimet : Cronimet Alloys India Limited (“Cronimet”)
USD : United States Dollar
1
RISK FACTORS
• The acquisition of equity shares under this Offer is subject to receipt of the approval of the RBI under the FEMA and the rules and regulations issued thereunder, application for which was filed with the RBI on April 09, 2010 and is pending.
• The Acquirer will have the right not to proceed with the Offer in terms of Regulation 27 of the SEBI (SAST) Regulations 1997 in the event that any of the statutory approval(s) contemplated above are refused.
• In the event of regulatory approvals not being received in a timely manner or litigation leading to a stay, if any on the Offer, or SEBI instructing that the Offer should not proceed, the Offer process may be delayed beyond the schedule indicated in this Letter of Offer. Consequently, the payment of consideration to the equity shareholders whose shares have been accepted in the Offer as well as the return of the equity shares not accepted by the Acquirer may be delayed. In case of delay due to non-receipt of statutory approvals, as per Regulation 22(12) of the SEBI (SAST) Regulations 1997, SEBI may, if satisfied that the non-receipt of approvals was not due to the willful default or negligence or failure to diligently pursue such approvals on the part of the Acquirer, grant an extension for the purpose of the completion of the Offer.
• The equity shares tendered in the Offer will be held in trust by the Registrar to the Offer until the completion of the Offer formalities, and the equity shareholders will not be able to trade in such equity shares. During such period there may be fluctuations in the market price of the equity shares. Accordingly, the Acquirer makes no assurance with respect to the market price of the equity shares both during the Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by any equity shareholder on whether to participate or not to participate in the Offer.
• If the aggregate of the valid responses to the offer exceeds offer size, then the Acquirer shall accept the valid applications received on a proportionate basis 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.
• Certain contracts to which the Target Company is a party, may contain change of control clauses which could allow the counterparty to terminate the contracts or could lead to other adverse effects as a result of the acquisition of the equity shares by the Acquirer.
Probable risk involved in association with the Acquirer
• There is no assurance with respect to the continuation of the past trend in the financial performance of the Target Company.
• By virtue of voting rights, the Acquirer / PAC have the ability to influence the outcome of board and shareholder resolutions.
CURRENCY OF PRESENTATION
In this Letter of Offer, all references to "USD" are to the US Dollar. Certain financial details contained herein are denominated in US Dollars. Unless otherwise stated, the Rupee equivalent quoted in each case is calculated in accordance with the RBI Reference rates as on 26/03/2010 i.e; the date of SPA, being 1 USD = Rs. 45.34 (Source: www.rbi.org.in).
2
1. DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF CRONIMET ALLOYS INDIA LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER, PAC 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 THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURES OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER KEYNOTE CORPORATE SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED APRIL 12, 2010 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER 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 a) The Open Offer (“Offer”) is being made by Atlanta Natural Resources Pte. Ltd. (“Atlanta’’ or
‘’Acquirer”) pursuant to Regulation 10 read with Regulation 12 of the SEBI (SAST) Regulations as a result of indirect acquisition of the Equity Shares and of control of the Target Company as detailed below.
b) Cronimet Mercon Invest Limited (“CMIL”), a company incorporated under the laws of Jebel Ali Free Zone, having its registered office at LOB 15-514, P O Box: 17870, Jebel Ali Free Zone, Dubai United Arab Emirates, holds 86,58,441 equity shares of Rs. 10 each representing 70.48% of the paid up equity share capital of the Target Company. As on the date of the Public Announcement, 100% of the share capital of CMIL was held by Mercon Holdings Limited, Matrix Holdings Limited, Cronimet Mining GmbH, Matrix Industries Limited (herein after referred to as “Sellers”). On March 26, 2010, Atlanta entered into a Share Purchase Agreement (the “SPA”) with the Sellers and CMIL, whereby the Sellers agreed to sell to Atlanta and Atlanta agreed to purchase from the Sellers, 100% of the issued share capital of CMIL comprising 74,000 equity shares of USD (United States Dollar) 100 each for an aggregate consideration of USD 75,24,000 (the “Overseas Acquisition”),equivalent to Rs. 3411.38 lacs (considering the RBI reference rate of Rs. 45.34 per USD as on 26/03/2010).
c) The Overseas Acquisition of CMIL by the Acquirer shall result in an indirect acquisition of the
Equity Shares and of control of the Target Company by the Acquirer and hence this Offer is being made under Regulations 10 and 12 of the SEBI (SAST) Regulations.
d) The key terms of the SPA executed between the Acquirer, CMIL and the Sellers are as follows:
(i) The shares of CMIL are being acquired for an aggregate consideration of USD 75,24,000.
3
(ii) The shares of CMIL shall be acquired in two tranches. In the first tranche, 37,000 equity shares of CMIL shall be acquired by the Acquirer (“First Completion”) and a sum of USD 23,50,000 shall be released to the Sellers. In the second tranche, the balance 37,000 equity shares of CMIL shall be acquired by the Acquirer (“Second Completion”) against release of payment of a sum of USD 41,74,000.
(iii) The First Completion shall take place on or before March 31, 2010 while the Second
Completion shall take place on or before December 31, 2010. (iv) Further it is contemplated that pending completion of the Offer, equity shares of the Target
Company held by CMIL may be placed in an escrow account to be opened with ICICI Bank Limited.
(v) Upon First Completion, such number of nominees of the Acquirer (upto a maximum of three)
as the Acquirer may deem fit shall be appointed as directors on the board of CMIL. The nominees of the Seller who are appointed as directors on the board of CMIL shall resign at the time of Second Completion.
(vi) The SPA is governed by English law and the courts of London have non-exclusive
jurisdiction. (vii) The SPA contains customary provisions in respect of indemnities and warranties.
e) In terms of the SPA, the First Completion occurred on March 27, 2010, i.e. the day after the execution of the SPA. The Public Announcement was made within four (4) working days of the execution of the SPA.
f) As on date, none of the directors on the Board of Directors of the Target Company is a nominee of the Acquirer and/or PAC. The Board of Directors of the Target Company may undergo change in accordance with the Regulations after the Offer closes.
g) The Acquirer, PAC and Target Company have not been prohibited from dealing in securities in terms of Section 11 B of the SEBI Act, 1992 or under any other regulations made under the SEBI Act, 1992.
2.2 Details of the Proposed Offer
• The Acquirer and the PAC has made a Public Announcement of the Offer to the existing equity shareholders of the Target Company which was published on March 31, 2010 in compliance with Regulation 15 of the Regulations in all editions of “Financial Express” being English National Daily, “Jansatta” being Hindi Daily, “Navshakti” Marathi and Andhraprabha – Telugu (Regional Language Daily) being regional language daily at the place where the registered office of the Target Company is located. A copy of the Public Announcement is also available on the SEBI website at www.sebi.gov.in.
• Pursuant to this Offer, the Acquirer proposes to acquire 24,57,059 fully paid-up equity shares of Rs.10/- each of the Target Company representing 20% of the present equity share capital of the Company from the remaining equity shareholders of the Target Company (except CMIL) on the terms and subject to the conditions set out in this Letter of Offer, at a price of Rs. 39.40 (Rupees Thirty Nine and Paise Forty Only) per fully paid-up equity share payable in cash in accordance with the regulations.
• In terms of Regulation 21(5) of the Regulations, the Offer size of 24,57,059 equity shares represents 20% of the paid up equity share capital of the Target Company as on June 27, 2010 which is the date which is 15 (fifteen) days from the completion of the Offer.
4
• The equity shares of the Target Company 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.
• There are no partly paid-up equity shares in the Target Company.
• The offer is not subject to any minimum level of acceptance.
• The Acquirer and the PAC have not acquired / been allotted any Shares of the Target Company from the date of the Public Announcement to the date of the Letter of Offer.
• There has been no competitive bid till date.
a) This Offer is being made to the equity shareholders of Target Company pursuant to Regulations 10 and 12 of the Regulations and other applicable provisions of the Regulations as a result of indirect acquisition of shares / voting rights along with the change in control of the Target Company.
b) Atlanta is engaged in the business of making investments in companies engaged in mining, power
generation and its distribution. Mynah diversified its business into trading of Ferro Alloys in 2007-08 and now intends to do merchant manufacturing of Ferro Alloys products by extending the business model to include import / mining of ores. The Target Company is engaged in manufacture of high carbon ferro-chrome. The present acquisition of the Target Company by the Acquirer and the PAC will enable them to expand their business horizon and venture into manufacturing of carbon ferro-chrome.
3. BACKGROUND OF THE ACQUIRER AND THE PAC 3.1 Background of the Acquirer Atlanta Natural Resources Pte. Ltd. (Atlanta)
a) Atlanta was incorporated on August 12, 2008 in Singapore and has its registered office at 10 Jalan
Besar, #10-12, Sim Lim Tower, Singapore (208787) (Tel. No. +65 62938089, 62938370, 62930732, Fax
No. +65 62935756).
b) The paid up equity share capital of Atlanta as on date of this announcement comprises of 29,55,934
equity shares (ordinary shares with no par value) amounting to USD 20,20,705.00 (Rs. 916.19 lacs).
c) Atlanta is a wholly owned subsidiary of PAC.
d) There is no specific agreement entered into between the Acquirer and the PAC with regard to the
Offer/ acquisition of equity shares.
e) Atlanta is engaged in the business of mining, manufacturing and trading of minerals and metals
products, including Investments in companies engaged in those sectors. Atlanta has made
investments in Turkey for mining of Chrome ore and Manganese ore.
2.3 Object of the acquisition/ offer
5
f) The Board of Directors of Atlanta are as follows:
Name, Age, Designation, Address,
No. of years experience and DIN
Qualification Area of Experience
Date of appointment/ reappointment
Other Directorships
Mr. Prashant Boorugu, (35 Years),
Director,
B-0-4, Oakyard Apartments, 38th Cross, East End ‘C’ Main Road, Jayanagar, 9th Block, Bangaluru – 560 069
Experience: 10 years
DIN: 00389225
B.E. in Computer Science
Textile, Steel, Software and Sugar industries
12/08/2008 • Satidham Syntex Limited
• Pentacle Infrastructure and Towers Ltd.
• SLS Ports and Infra Pvt. Ltd.
• Kromite Mining Pvt. Ltd.
• Dragon Energy Pvt. Ltd.
• Google Energy Pvt. Ltd.
• Kentucky Cements Pvt. Ltd.
• Navnidhi Communications Pvt. Ltd.
• JEP Property Developers Pvt. Ltd.
• Mynah Industries Limited
Ms. Tiah Lan Tim, Lynne, (48 years),
Director,
184, Stirling Road, #04-248, Singapore – 140184
Experience: 13 Years DIN: Not Applicable/ Available
L.L.B (Hons.)
Legal and Corporate Secretarial
12/08/2008 • Apollo Solar Technologies Pte. Ltd., Singapore
• C Power Singapore Pte. Ltd., Singapore
• C Power Vitamin Pte. Ltd., Singapore
• MSK Shipping Pte. Ltd., Singapore
Presently none of the Directors of Atlanta are on the Board of Target Company.
g) The equity shares of Atlanta are not listed on any stock exchange.
h) The equity shareholding pattern of Atlanta as on the date of Public Announcement is as under:
Shareholder’s Category Number of equity shares held Percentage
Promoters –
Mynah Industries Limited
29,55,934
100.00
FII / Mutual Funds / FIs / Banks - -
Public - -
Total Paid Up Capital 29,55,934 100.00
6
i) Brief financial details of Atlanta for the period August 12, 2008 to March 31, 2009 and April 01, 2009
to December 31, 2009 are as follows:
For period – April 01, 2009 to December 31, 2009
(Certified) *
For period - August 12, 2008 to March 31, 2009
(Audited)
Profit & Loss Statement
(in USD) Rupees in Lacs (in USD) Rupees in Lacs
Income from operations - - - -
Other Income - - 207.00 0.09
Total Income - - 207.00 0.09
Total Expenditure 69,570 31.54 26,900 12.20
Profit / (Loss) Before Depreciation Interest and Tax
(69,570) (31.54) (26,693) (12.11)
Depreciation - - - -
Interest - - - -
Profit / (Loss) Before Tax (69,570) (31.54) (26,693) (12.11)
Provision for Tax - - - -
Profit/ (Loss) After Tax (69,570) (31.54) (26,693) (12.11)
As on December 31, 2009 (Certified)*
As on March 31, 2009 (Audited)
Balance Sheet Statement
(in USD) Rupees in Lacs (in USD) Rupees in Lacs
Sources of funds
Paid-up Share Capital (ordinary shares with no par value)
20,20,705 916.19 705.00 0.32
Reserves and Surplus (excluding revaluation reserve)
- - - -
Profit & Loss A/c Debit Balance - - - -
Accumulated Losses (96,263) (43.65) (26,693) (12.11)
Net worth 19,24,442 872.54 (25,988) (11.78)
Secured Loan - - - -
Unsecured Loan - - - -
Total 19,24,442 872.54 (25,988) (11.78)
Uses of Funds
Net Fixed Assets - - - -
Investments 14,23,235 645.29 28,845 13.08
Net Current Assets/ (Current Liabilities) 5,01,207 227.25 (54,833) (24.86)
Total miscellaneous expenditure not written off
- - - -
Total 19,24,442 872.54 (25,988) (11.78)
As on December 31, 2009 (Certified)*
As on March 31, 2009 (Audited)
Other Financial Data
(in USD) in Rupees (in USD) in Rupees
Dividend (%) Nil Nil
Earning Per Share (0.02) (0.91) (26.69) (1210.12)
Return on Net worth (%) (3.62) (102.71)
Book Value per Share 0.65 29.47 (25.99) (1178.39)
(Conversion rate: 1 US dollar= Rs. 45.34 as on 26/03/2010, source: rbi.org.in) * Certified by the Board of Directors. Note: Figures in the bracket indicate negative numbers
7
Reasons for fall/rise in Profit After Tax (‘PAT’) of the Company:
Atlanta was incorporated during August, 2008 for mining activities. The exploration activities are going on and the commercial activities are yet to commence. Atlanta has incurred incorporation and other administrative expenses till date. Hence the Company posted a loss for the period August 12, 2008 to March 31, 2009 and also for the period April 01, 2009 to December 31, 2009.
j) According to the financials of Atlanta for the period ended 31/12/2009, there are no contingent
liabilities as on that date.
k) Accounting Policies
• Basis of preparation The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS). The financial statements have been prepared under the historical cost convention, except disclosed in the accounting policies below. The preparation of these financial statements in conformity with Singapore Financial Reporting Standards requires management to exercise its judgment in the process of applying the company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgment or complexity, or areas where estimates and assumptions are significant to the financial statements. The financial statements of the company are expressed in United States dollars.
• New Accounting Standards and FRS Interpretations not yet adopted. Atlanta has not applied the following accounting standards which are relevant (including their consequential amendments) and interpretations that have been issued as of the balance sheet date but are not yet effective :
Reference Description Effective for annual periods beginning on or after
FRS 1 Presentation of Financial Statements – Revised Presentation
Effective for annual periods beginning on or after 1st January 2009
FRS 23 Borrowing costs 1st January 2009
• Revenue recognition
a) Sale of goods Revenue from sale of goods is recognized upon delivery and acceptance of goods and the collectibility of the related receivables is reasonably assured.
b) Interest income
Revenue is recognized using the effective interest method.
c) Dividend income
Dividend income is recognized gross on the date it is declared payable by the investee company.
8
• Financial Assets
a) Classification
Atlanta classifies its financial assets as loans and receivables. The classification depends on the purpose for which the assets were acquired. The management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or payments that are not quoted in an active market. They are included in current assets, except those maturing later than 12 months after the balance sheet date which are classified as non-current assets. Loans and receivables are classified within “trade and other receivables” and “cash and cash equivalents” on the balance sheet.
b) Recognition and de-recognition
Regular purchases and sales of financial assets are recognized on trade-date - the date on which the company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the company has transferred substantially all risks and rewards ownership. On sale of a financial asset, the difference between the net sale proceeds and its carrying amount is taken to the income statement. Any amount in the fair value reserve relating to that asset is also taken to the income statement. Trade receivables that are factored out to banks and other financial institutions with recourse to the company are not derecognized until the recourse period has expired and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the financial institutions is recorded as borrowings.
c) Initial measurement
Financial assets are initially recognized at fair value plus transaction costs. Transaction costs for financial assets at fair value through profit and loss are recognized in the income statement.
d) Subsequent measurement
Financial assets are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method. Gains or losses arising from changes in the fair value of financial assets, including interest and dividend income are presented in the income statement within “other gains – net” in the financial year in which the changes in fair value arise. Interest on financial assets, calculated using the effective interest method, is recognized in the income statement.
e) Impairment
Atlanta assesses at each balance sheet date whether there is objective evidence that a financial asset or a company of financial assets is impaired.
9
f) Loans and receivables
An allowance for impairment of loans and receivables, including trade and other receivables, is recognized when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of allowance is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the allowance for impairment is recognized in the income statement within “Administrative expenses”.
• Financial liabilities
Atlanta’s financial liabilities include trade and other payables. Financial liabilities are recognized when the company becomes a party to the contractual agreements of the instrument. All interest related charges is recognized as an expense in “finance cost” in the income statement. Trade and other payables are initially measured at fair value, and subsequently measured at amortised cost, using the effective interest method.
Derecognition of financial liabilities Atlanta derecognizes financial liabilities when and only when Atlanta’s obligations are discharged, cancelled or they expire.
• Income taxes
The liability method of tax effect accounting is adopted by the company. Current taxation if provided at the current taxation rate based on the tax payable on the income for the financial year that is chargeable to tax. Deferred taxation is provided at the current taxation rate on all temporary differences existing at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are recognized for all taxable temporary differences (unless the deferred tax liability arises from goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss). Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized (unless the deferred tax asset arises from goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss). The statutory tax rates enacted at the balance sheet date are used to determine deferred income tax.
• Functional currency
Items included in the financial statements of the company are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to the company (“the functional currency”). The financial statements of Atlanta are presented in United States Dollars, which is also the functional currency of Atlanta.
10
Conversion of foreign currencies Monetary assets and liabilities in foreign currencies are translated into United States Dollars at rates of exchange closely approximating those ruling at balance sheet date. Transactions in foreign currencies are converted at rates closely approximating those ruling at transaction dates. Exchange differences arising from such transactions are recorded in the income statement in the period in which they arise. Currency translation differences on non-monetary items, such as equity investments held at fair value through profit or loss, are reported as part of the fair value gain or loss. Currency translation differences on non-monetary items, such as equity investments held at fair value through profit or loss, are reported as part of the fair value gain or loss. Currency translation differences on non-monetary items, such as equity investments classified as available-for-sale financial assets, are included in the fair value reserve within equity. However, where a foreign currency transaction is to be settled at a contracted rate or is covered by a related or matching forward exchange contract, the rate of exchange specified in the contract will be used and any corresponding monetary assets or liabilities will not be retranslated.
• Related party
For the purpose of these financial statements, parties are considered to be related to Atlanta if the company has the ability, directly or indirectly to control the party or exercise significant influence over the party in making financial and operating decisions, vice versa, or where the company and the party are subject to common control or significant influence. Related parties may be individuals or other entities.
• Cash and cash equivalents
Cash and cash equivalents are stated in the balance sheet at cost. For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand, balances with bank.
• Provisions
Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
• Share capital
Incremental external costs directly attributable to the issue of new shares, other than on a business combination, are shown in equity as a deduction, net of tax, from the proceeds. Share issue costs incurred directly in connection with a business combination are included in the cost of acquisition.
• Subsidiary
A subsidiary is a company, in which the company, directly or indirectly, holds more than half of the issued share capital, or controls more than half of the voting power, or controls the composition of the board of directors. Investments in the subsidiary are stated in the financial statements of the company at cost less impairment losses. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount.
11
The subsidiary’s result has not been consolidated as the company is itself wholly-owned subsidiary of another company.
• Going concern
The financial statements are prepared on a going concern basis on the assumption that the company will be able to obtain the necessary financial support from the holding company to continue its operation as a going concern.
l) The provisions of Chapter II of the SEBI (SAST) Regulations, 1997 are not applicable to Acquirer,
since it does not hold any equity shares in the Target Company.
m) Information about the company promoted by the Acquirer:
Name of the Company Atlanta Medencilik San Ve Tic A.S.
Date of Incorporation 14/01/2009
Nature of Business Atlanta Medencilik San Ve Tic A.S. is established as a Joint Stock Company in Turkey as a subsidiary of the Acquirer for the purpose of taking up mining activities in the country of Turkey.
Equity Capital 62,000 equity shares of 50 Turkey Lira each
As Atlanta Medencilik San Ve Tic A.S. was incorporated on 14/01/2009, the annual accounts of
the same are under preparation.
The company is not a sick industrial unit within the meaning of clause (O) of sub-section (1) of
the section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.
3.2 Background of the PAC Mynah Industries Limited (Mynah)
a) Mynah was originally incorporated on March 12, 1993 under the Companies Act 1956 under the
name of “Rama Qualitex Limited” and received its Certificate of Commencement of Business on
September 13, 1993. The name of the Company was subsequently changed to “Mynah Industries
Limited” and obtained a fresh certificate of incorporation to that effect from the Registrar of
Companies Tamil Nadu, Coimbatore on January 22, 2009. Mynah has its Registered Office at S.
No.66/2, Mugalapalli Village - 635105, Hosur Taluk, Krishnagiri District, Tamil Nadu (Tel. No.
+91 4344 201282/201365, Fax No.+91 4344 254477). Mynah was originally promoted by Mr. K.
Jagadeesh Reddy and his associates jointly with Tamil Nadu Industrial Development
Corporation Limited. The current promoters of the Company are Satidham Syntex Limited, Mr.
Prashant Boorugu and Mrs. Sarita Boorugu.
b) The authorised share capital of Mynah is Rs. 3000.00 lacs comprising of 3,00,00,000 equity shares
of Rs. 10.00 each whereas the paid up equity share capital of Mynah is Rs. 2631.95 lacs comprising
of 2,63,19,460 equity shares of Rs. 10 each.
c) Mynah is the holding company of Atlanta.
12
d) Mynah was into the business of manufacturing of grey fabrics like 100% cotton and cotton
blended fabrics ranging from plain, twill, satin and dobby designs along with 100% polyester
spun yarn. Mynah later diversified into trading of Ferro Alloys in 2007-08. Mynah now plans to
enter into merchant manufacturing of Ferro Alloys products by extending the business model to
include import of / mining of ores.
e) The board of directors of Mynah are as follows:
Name, Age,
Designation, Address,
No. of years
experience and DIN
Qualification Area of
Experience
Date of
appointment/
reappointment
Other Directorships
Mr. Prashant Boorugu
35 Years
Chairman and
Managing Director
B-0-4, Oakyard
Apartments, 38th
Cross, East End ‘C’
Main Road, Jayanagar,
9th Block, Bangaluru –
560 069
Experience: 10 years
DIN: 00389225
B.E. in
Computer
Science
Textile, Steel,
Software and
Sugar
industries
10/10/2005 • Satidham Syntex Limited
• Pentacle Infrastructure
and Towers Ltd.
• SLS Ports and Infra Pvt.
Ltd.
• Kromite Mining Pvt. Ltd.
• Dragon Energy Pvt. Ltd.
• Google Energy Pvt. Ltd.
• Kentucky Cements Pvt.
Ltd.
• Navnidhi
Communications Pvt.
Ltd.
• JEP Property Developers
Pvt. Ltd.
• Atlanta Natural
Resources Pte. Ltd.
Mr. Yadavinder
Kumar Jhamb
54 years
Director
38, F-3, PSR Residency,
Block No. 1,
5th Main, Krishnappa
Block,
Ganganagar,
Bangaluru – 560 032
Experience: 31 Years
DIN: 02478023
Textile
Engineer
Textile
Industry
31/12/2008 -
13
Name, Age,
Designation, Address,
No. of years
experience and DIN
Qualification Area of
Experience
Date of
appointment/
reappointment
Other Directorships
Mr. S. G.
Ramachandra
59 years
No. 23, I Block East,
Byrasandra Main
Road, Jayanagar,
Bangaluru – 560 011
Experience: 31 years
DIN: 00036671
Post
Graduate in
Geology
Mining 10/06/2009 -
Currently none of the Directors of Mynah are on the Board of Target Company.
f) The equity shares of Mynah are not listed on any stock exchange.
g) The equity shareholding pattern of Mynah as on the date of Public Announcement is as under:
Shareholder’s Category Number of equity shares
held
Percentage
Promoter
Mr. Prashant Boorugu 160,84,900 61.11
Ms. Sarita Boorugu 46,20,000 17.55
Satidham Syntex Limited 39,89,860 15.16
Sub Total 24,694,760 93.83
FII/Mutual Funds/FIs/Banks - Tamil Nadu Industrial Development Corporation Ltd. - The Industrial Development Bank of India Ltd. - The Industrial Finance Corporation of India
26,600
9,12,900 1,17,700
0.10 3.47 0.45
Public 5,67,500 2.15
Total 2,63,19,460 100.00
h) Brief audited financial details of Mynah for the last 3 financial years and certified financials for
nine months period ended December 31, 2009 are as follows: (Rs. in lacs)
PROFIT & LOSS STATEMENT
Nine months period ended 31/12/2009 (Certified)
31/03/2009 (Audited)
31/03/2008 (Audited)
31/3/2007 (Audited)
Income from Sales 17499.10 16446.35 13435.45 839.85
Job Work Charges 3.32 226.70 237.98 258.95
Other Income 24.92 92.48 27.02 22.16
Increase/ (Decrease) in Stock 769.75 (314.12) 463.24 171.80
Total Income 18297.09 16451.42 14163.64 1292.76
14
PROFIT & LOSS STATEMENT
Nine months period ended 31/12/2009 (Certified)
31/03/2009 (Audited)
31/03/2008 (Audited)
31/3/2007 (Audited)
Total Expenditure 17334.68 15661.13 13597.85 1170.95
Profit/(Loss) Before Depreciation, Interest and Tax
962.41 790.29 565.79 121.81
Interest & Finance Charges 369.07 233.66 145.11 9.74
Depreciation 42.91 36.43 34.18 32.44
Profit/(Loss) Before Tax 550.43 520.19 386.50 79.63
Differed Tax Asset/ Liability of Current Year
- (246.35) (103.14) -
Provision for differed tax asset of previous years
- - - 378.15
Provision for differed tax asset of current year
- - - (24.52)
Provision for differed tax liability of previous year
- - - (111.11)
Provision for differed tax liability of Current year
- - - (2.16)
Add Prior Period Income 0.03 3.07 19.86 1.86
Less Prior period expenses - 18.16 7.84 2.86
Less Provision for Income Tax - 18.79 - -
Less Fringe Benefit Tax 0.20 0.83 1.52 0.92
Profit After Tax 550.26 239.13 293.86 318.08
(Rs. in lacs)
BALANCE SHEET STATEMENT
Nine months period ended 31/12/2009 (Certified)
31/03/2009 (Audited)
31/03/2008 (Audited)
31/3/2007 (Audited)
Sources of funds
Paid up share capital 1869.95 1069.95 910.21 910.21
Reserves and Surplus (Excluding Revaluation reserve)
1010.39 1010.39 1010.39 1010.39
Miscellaneous Expenditure (Debit balance of Profit & Loss A/c)
- - - -
Profit & Loss Account (62.52) (612.78) (851.91) (1145.77)
Net Deferred Tax Asset/ (Liability) 109.12 109.12 (137.22) (240.37)
Networth 2926.94 1576.68 931.47 534.46
Fixed Asset Revaluation Reserve (including Capital Reserve)
1053.10 1060.64 1157.22 1254.77
Share Application Money 435.97 620.75 623.49 520.00
Secured Loans 4201.63 1538.27 724.87 528.52
Unsecured Loans 55.96 100.89 225.25 -
Total 8673.60 4897.23 3662.30 2837.75
Uses of funds
Net fixed assets 2010.39 1608.19 1736.70 1850.34
Capital work in progress 24.75 5.62 6.21 -
Investments 1363.93 167.78 0.50 0.50
Net Current Assets 5274.53 3115.64 1918.89 986.91
Total 8673.60 4897.23 3662.30 2837.75
15
Other Financial Data
Nine months period ended 31/12/2009 (Certified)
31/03/2009 (Audited)
31/03/2008 (Audited)
31/3/2007 (Audited)
Dividend (%) - - - -
Earning Per Share 2.94 4.54 4.36 0.85
Return on Networth % 18.80 30.79 42.62 14.54
Book Value Per Share (Face Value of Rs. 10/-)
15.65 14.73 10.23 5.87
�ote: Figures in the bracket indicate negative numbers
i) Reasons for fall/rise in Profit After Tax (‘PAT’) of the Company:
FY 2007-08 as compared to FY 2006-07 As per the Audited Financials for the financial year ended 31/03/2008, Mynah registered a Profit After Tax of Rs. 293.86 lacs as compared to Rs. 318.08 Lacs for the previous year under comparison. Although the Total income of the Company increased from Rs. 1292.76 Lacs in the Financial Year ended 31/03/2007 to Rs. 14163.64 Lacs in the Financial Year ended 31/03/2008 which was due to increased turn over value and inclusion of Ferro Chrome under the sales category for Rs. 6827.99 Lacs, the Profit for the financial year ended 31/03/2008 decreased by 7.61% mainly due to increase in the material cost. FY 2008-09 as compared to FY 2007-08 For the Financial Year ended 31/03/2009 the Company achieved a Total Income of Rs. 16451.42 Lacs as against Rs. 14163.64 Lacs in the previous year, an increase of 16.15% over the previous year. The Profit before Tax increased to Rs. 520.19 Lacs from Rs. 386.50 Lacs in the previous year. In the Textile Division, during the year under comparison, the turnover increased to Rs. 8372.76 Lacs compared to Rs. 6845.44 Lacs of previous year representing an increase of 22.31%. In Ferro Alloys Division, the Company achieved a turn over of Rs. 8300.29 Lacs during the year as compared to Rs. 6827.99 Lacs of previous year, an increase of 21.65%. The PAT of the Company for the year under comparison decreased to Rs. 239.13 Lacs as compared to Rs. 293.86 Lacs of previous year, the decrease was on account of the adjustments made in the form of Deferred Tax Asset/ Liability. The economic recession faced by the Company for the past one year on account of global meltdown has impacted the margins. However, the increase in the turnover helped the Company to offset the adverse impact of reduced margins.
j) According to the financials of Mynah for the period ended 31/12/2009, there are no contingent
liabilities as on that date.
k) Accounting Policies
(a) Basis of accounting
The accounts are prepared under historical cost convention using the accrual method and in accordance with the applicable accounting standards and the provisions of the Companies Act, 1956.
(b) Fixed assets & depreciation
The fixed assets are shown at revalued amounts.
16
Depreciation is provided on Straight Line Method at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956. In the case of revaluation of assets, the depreciation is provided on the values given by the valuer. The difference between depreciation on assets based on revaluation and that on original cost is transferred from Revaluation Reserve to Profit and Loss account.
(c) Inventories
Raw materials, Stores and Consumables are valued at cost.
Work-in-Process is valued at cost and Finished Goods are valued at lower of the cost or net realisable value.
Trading items are valued at lower of cost or market price.
(d) Foreign currency transactions
Foreign currency transactions are recorded in the books by applying the exchange rate prevailing on the date of transaction.
Realized gains or losses on foreign currency transactions as well as exchange differences arising on conversion of closing balances of foreign currency assets and liabilities at the year end exchange rates are recognized in the profit and loss account. There are no pending forward contracts and derivatives as on the balance sheet date.
(e) Borrowing cost
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets till the capitalisation. All other borrowing costs are charged to revenue.
(f) Revenue recognition
Sales are recognized based on the dispatches made to the customers at net of applicable taxes after deducting the returns and discounts given thereon.
Purchases are considered after approval of the stock and after deducting the returns, discounts and trade margin received thereon.
(g) Employees benefits
Short term employee benefits are measured at cost. Long term employee benefits and post employment benefits if any, are measured annually on a discounted basis by the projected unit method on the basis of third party actuarial valuation.
Contributions to Provident Fund, a defined contribution plan, made in accordance with the statute, are recognized as an expense when employees have rendered service entitling them to the contributions.
The Cost of providing leave encashment and gratuity, defined benefit plans, are determined using the Projected Unit Credit Method on the basis of actuarial valuations carried by out by third party actuary at each balance sheet date. The leave encashment and gratuity benefit obligations recognised in the balance sheet represents value of the obligations as per discounted present value. Actuarial gains and losses are recognised immediately in the Profit and Loss Account.
17
(h) Investments
Investments are classified as current or long-term in accordance with Accounting Standard 13 on “Accounting for investments”.
Current investments are stated at lower of cost and fair value. Any reduction in the carrying amount and any reversal of such reductions are charged or credited to the profit and loss account.
Long term investments are stated at cost. Provision is made when permanent diminution in value has arisen in the opinion of the management.
(i) Cash flow statement
The Cash flow statement is prepared by the “indirect method” set out in Accounting Standard 3 on “Cash flow statements” and presents the cash flows by operating, investing and financing activities of the company.
l) The provisions of Chapter II of the SEBI (SAST) Regulations, 1997 are not applicable to PAC,
since it does not hold any equity shares in the Target Company.
m) Apart from the Acquirer, Mynah has not promoted any other company. The Acquirer is not a sick
industrial unit within the meaning of clause (O) of sub-section (1) of the section 3 of the Sick
Industrial Companies (Special Provisions) Act, 1985.
3.3 Disclosure under section 16(ix)
The Acquirer and the PAC do not have any plan to dispose off or otherwise encumber any of the assets of the Target Company in the succeeding two years from the date of closure of the Offer except in the ordinary course of business of the Target Company. The Acquirer and PAC will not dispose off, sell or otherwise encumber any substantial assets of the Target Company except with the prior approval of the shareholders.
3.4 Future plans/strategies of Acquirer/ PAC with regard to the Target Company:
Atlanta is engaged in the business of making investments in companies engaged in mining, power generation and its distribution. Mynah has diversified into trading of Ferro Alloys in 2007-08 and now plans for merchant manufacturing of Ferro Alloys products by extending the business model to include import of / mining of ores. The Target Company is engaged in manufacture of high carbon ferro-chrome. The present acquisition of the Target Company by the Acquirer and the PAC will enable them to expand their business horizon and venture into manufacturing of carbon ferro-chrome.
4. OPTION IN TERMS OF REGULATION 21 (2)
Pursuant to the listing agreement with the BSE and NSE (“Listing Agreements”), the Target Company is required to maintain at least 25% public shareholding for listing on a continuous basis. If the Offer results in the public shareholding in the Target Company being reduced to less than 25% of the Equity Capital, the Acquirer undertakes to comply with the requirements for continuous listing guidelines set out in the Listing Agreements and bring back the minimum public shareholding to 25% level by adopting any of the following methods permissible under applicable law including the following:
• Issuance of shares to public through prospectus;
• Offer for sale of shares held by promoters to public through prospectus;
• Sale of shares held by promoters through the secondary market; or
• Any other method which does not adversely affect the interest of minority shareholders.
18
5. BACKGROUND OF TARGET COMPANY/CRONIMET
Cronimet Alloys India Limited / Cronimet
a. The Target Company was incorporated on March 23, 2006 under the Companies Act, 1956 under the name and style “GMR Ferro Alloys & Industries Limited” and received Certificate of Commencement of Business on March 28 2006. The Registered office of the Company is located at Ravivalasa Village – 532 212, Tekkali Mandal, Srikakulam District, A.P. Tel: 08945-244323, 244312; Fax:: 08945-244545. The company has its operating division at Ravivalasa Village, Tekkali Mandal, Srikakalaum District, Andhra Pradesh.
b. The Target Company was incorporated with a equity share capital of Rs. 5,07,000 divided into 50,700 equity shares of Rs. 10/- each. By virtue of a Scheme of Arrangement under the provisions of Section 391 to 394 of the Companies Act, 1956, (“Scheme”) inter-alia between the shareholders of the Target Company and the shareholders of GMR Industries Limited (“GMRIL”), a company incorporated under the Companies Act, 1956 and having its Registered Office at SKIP House, 25/1, Museum Road, Bangaluru – 560 025, Tel: 08945-244323, 244312; Fax: 08945-244545, the metallurgical division of GMRIL comprising the business of manufacture and sale of ferro alloys stood vested as a going concern in the Target Company with effect from April 1, 2006. Pursuant to the said Scheme, every equity shareholder holding 100 equity shares of Rs 10 each in GMRIL as on the record date i.e. July 20, 2007 was issued 38 equity Shares and every preference shareholder holding 100 fully paid (8%) Preference Shares of Rs 11 each in GMRIL was allotted 38 fully paid (8%) Preference Shares of Rs. 11 each of the Target Company.
c. Subsequently, CMIL entered into an agreement on May 26, 2008 with the then promoters of the Target Company viz; GMR Holdings and GVL Investments to acquire 86,57,855 equity shares representing 70.47% of the equity share capital of the Target Company at a price of Rs. 26.047 per equity share. Pursuant to the said agreement, an open offer was made by CMIL in compliance with the Regulations to acquire 24,57,059 equity shares of Rs. 10/- each representing 20 % of the voting paid up equity share capital of the Target Company at a price of Rs. 26.05 per fully paid-up equity share. The said open offer opened on June 02, 2009 and closed on June 22, 2009. CMIL acquired 586 equity shares in the open offer. Post open offer CMIL held 86,58,441 equity shares representing 70.48% of the paid up capital of the Target Company. On consummation of the said agreement and upon completion of the said open offer, CMIL’s shareholding was classified as promoter shareholding and the earlier remaining residual promoters shareholding was classified under public shareholding in the share capital of the Target Company.
d. The name of Target Company was later changed to “Cronimet Alloys India Limited” and it received a fresh certificate of incorporation upon change of name from Registrar of Companies, Andhra Pradesh, Hyderabad on December 13, 2009.
e. The Target Company is engaged in the manufacture of high carbon ferro-chrome for use in the stainless steel industry. The Target Company’s plant has an installed capacity of 25,000 MT with one 6 MVA and one 9 MVA furnace. The Target Company manufactures two standard grades of ferro chrome i.e. high silicon and low silicon.
f. The authorised capital of the Target Company is Rs. 2,200 lacs comprising of 1,32,00,000 equity shares of Rs. 10 each and 80,00,000 Redeemable Preference shares of Rs. 11 each.
g. The details of the equity share capital structure of the company is as follows:
Paid-up Equity Shares No. of equity shares/voting rights
% of paid up capital
Fully paid up equity shares 1,22,85,295 100.00
Partly paid up equity shares Nil -
Total paid up equity shares 1,22,85,295 100.00
Total voting rights in the Target Company
1,22,85,295 100.00
19
h. Details of share capital build-up of the Target Company since inception till the date of this Letter
of Offer are as under:
Date of Allotment
No. of equity shares issued
% of equity shares issued
Cumulative paid up capital
Mode of Allotment
Identity of the Allottees Status of Compliance*
26/03/2006 50,700 0.41
50,700 Cash Subscribers to the
Memorandum of
Association
Promoter Group Company
– 50,000 equity shares
Other individuals – 700
equity shares
Complied
30/07/2007 1,22,34,595 99.59 1,22,85,295 Issued pursuant to Scheme
Allotted equity shares as
per the Scheme of
Arrangement to the Equity
Shareholders of GMR
Industries Ltd in the ratio
of 38 equity shares for
every 100 equity shares
held in GMR Industries
Ltd., aggregating to
1,22,34,595 equity shares.
Complied
* The compliance mentioned above is filing of Form 2 with Registrar of Companies, getting the equity shares listed with the respective stock exchanges and compliance with applicable provisions of the SEBI (SAST) Regulations 1997.
i. Details of preference share capital history of the Target Company as on the date of this Letter of
Offer are as under:
Date of Allotment
No. of shares issued
% of shares issued
Cumulative paid up capital
Mode of Allotment
Identity of the
Allottees
Status of Compliance*
30/07/2007 7864700 100.00 7864700 Cash GMR
Holdings
Private
Limited as
per the
Scheme of
Arrangeme
nt
Complied
* The compliance mentioned above is filing of Form 2 with Registrar of Companies, getting the Shares listed with the respective stock exchanges and compliance with applicable provisions of the SEBI (SAST) Regulations 1997.
20
j. The equity shares of the Target Company are listed on the Bombay Stock Exchange Limited (BSE)
and National Stock Exchange of India Ltd. (NSE) and presently traded in ‘B’ category at BSE.
k. Of the total outstanding equity shares capital of the Target Company, 25,07,759 equity shares are
currently locked in upto June 30, 2011. In the event that the Shares tendered in the Offer. The
locked in Shares, acquired pursuant to the Offer, such Shares will be transferred to the Acquirer
subject to continuation of the residual lock in period in the hands of the Acquirer.
l. As on date there are no outstanding instruments in the nature of warrants / fully convertible
debentures / partly convertible debentures etc. which are convertible into equity at any later
date. There has been no merger / de-merger or spin off in the Company during the past three
years except as mentioned under point no (b) above.
m. The Target Company and its promoters have complied with the provisions of Chapter II of the
SEBI (SAST) Regulations, 1997. Apart from the promoters, there are no other major equity
shareholders in the Target Company.
n. There are no punitive actions taken by any of the stock exchanges against the Target Company.
o. The Board of Directors of the Target Company, as on date of Public Announcement, are as under:
Name, Age, Address,
Designation and DIN
Experience (Years)
Area of
Experience
Qualificat-ion
Date of Appointment
/re-appointment
Other Directorship
Mr. Rajiv Saxena 50 years
Villa 90 Umm Sequim 2, Dubai UAE
Non-Independent Director
DIN: 02009018
24 Finance & Accounts
C.A 17/12/2009 • Six Sigma
Investments Limited
• Matrix Entertainment
Limited
• Matrix Metal Limited
• XPO Gulf Limited
• New Tasman
Resources Limited
• Comunique Limited
• Dato Consult Limited
• World Media Group
Limited
• Oceanic Enterprise
Limited
• Matrix Investments
Limited
• Matrix Properties
Limited
• Bossoe Offshore
Limited
21
Name, Age, Address,
Designation and DIN
Experience (Years)
Area of
Experience
Qualificat-ion
Date of Appointment
/re-appointment
Other Directorship
Mr. A.V.L Narasimham
62 Years
39-4-4/2, Murali Nagar, VIshakapatnam – 530007, Andhra Pradesh
Independent Director
DIN: 02975476
40 Production and operation of Ferro Alloys
Metallurgical Engineering
25/02/2010 Nil
Mr. K. Mallikarjuna Rao
57 years
Layout, Kalyan Nagar, Bangaluru – 560 043
Independent Director
DIN: 01228134
35 Finance & Accounts
B.Com, L.L.B, F.C.A
17/12/2009 Nil
Mr. Harjit D. Bubber
51 Years
8/F, Fionika, 59B, Walkeshwar Road, Mumbai – 400 006
Independent Director
DIN: 01844974
30 Textile and steel M.A. Hons 17/12/2009 • Entertainment India
P. Ltd.
• CCI Realtors P. Ltd.
• Sthir Trading Co. P.
Ltd.
• City Pulse
Development P. Ltd.
• Fitrit Trading &
Services P. Ltd.
• The Gourment Online
Pvt. Ltd.
• Akshata Trade Links
Pvt. Ltd.
• Panecea Tradelinks
Pvt. Ltd.
• Roldro Machinery
Pvt. Ltd.
• Highest Leasing Pvt.
Ltd.
• Midas Consulting
Pvt. Ltd.
22
Name, Age, Address,
Designation and DIN
Experience (Years)
Area of
Experience
Qualificat-ion
Date of Appointment
/re-appointment
Other Directorship
Mr. S. Gajendran,
65 Years
15, Sriramnagar Colony, Tharamani, Chennai – 600 013
Independent Director
DIN: 00250136
40 Banking & Finance
Electrical Engineer
17/12/2009 • Sun Flag Iron & Steel
Industries Limited
• Vijay Electrical
Appliance Limited
p. There are no representatives of the Acquirer/ PAC, on the board of directors of Target Company.
q. There has been no merger / de-merger or spin off in the Company during the past three years,
other than those mentioned under point 5 (b) and (c).
r. Brief certified financial details of the Target Company for the 9 months period ended December
31, 2009 and audited financial details of the Target Company for last 3 financial years are as
follows: (Rs. in Lacs)
For the Year Ended Profit and Loss Statement
For the 9 months period ended
31/12/2009
31/03/2009 31/03/2008 31/03/2007
(Certified) (Audited) (Audited) (Audited)
Income from Operations 7489.09 10080.36 14100.47 13575.15
Other Income 37.48 21.28 42.69 38.35
Increase/(decrease) in stocks (62.55) - - -
Total Income 7464.02 10101.64 14143.16 13613.50
Total Expenditure 6592.62 10186.59 12951.14 12988.14
Profit/(Loss) Before Depreciation Interest and Tax
871.40 (84.95) 1192.02 625.36
Depreciation 184.71 227.22 226.93 225.23
Interest 60.86 159.96 391.76 258.44
Profit/(Loss) Before Tax 625.83 (472.13) 573.33 141.69
Provision for Tax (46.51) (157.14) 223.44 53.18
Profit/(Loss) After Tax 672.34 (314.99) 349.89 88.51
(Rs. in Lacs)
As on Balance Sheet Statement
For the 9 months
period ended 31/12/2009
31/03/2009
31/03/2008
31/03/2007
(Certified) (Audited) (Audited) (Audited)
Sources of funds
Paid-up equity Share Capital 1228.53 1228.53 1228.53 1228.53
Reserves and Surplus (excluding revaluation reserve)
2222.59 1550.25 1865.23 1599.93
23
As on Balance Sheet Statement
For the 9 months
period ended 31/12/2009
31/03/2009
31/03/2008
31/03/2007
Profit & Loss A/c Debit Balance - - - -
Net worth 3451.12 2778.78 3093.76 2828.46
8% Preference Share Capital 865.12 865.12 865.12 865.12
Secured Loan - 1324.34 2267.55 2487.89
Unsecured Loan - - - -
Total 4316.24 4968.24 6226.43 6181.47
Uses of Funds
Net Fixed Assets 2117.38 2274.53 2499.38 2711.17
Capital Work in progress - - - -
Investments 1.75 1.25 0.75 0.20
Net Current Assets 2522.50 3064.36 4255.77 4030.13
Deferred Tax Assets (325.39) (371.90) (529.47) (560.03)
Total (4316.24) 4968.24 6226.43 6181.47
As on
Other Financial Data
For the 9 months
period ended 31/12/2009
31/03/2009
31/03/2008
31/03/2007
(Certified) (Audited) (Audited) (Audited)
Dividend (%) - - 19.78 78.19
Earnings Per Share 4.98 (2.56) 2.19 0.06
Return on Net worth 22.02 (10.18) 9.51 0.02
Book Value per Share (in Rs.) 28.09 22.61 25.18 23.02
Note: Figures in the bracket indicate negative numbers The Company is not a sick industrial unit within the meaning of clause (O) of sub-section (1) of the section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.
s. Reasons for fall/rise in PAT of the Company:
FY 2007-08 as compared to FY 2006-07
The Total Income for the year ended 31/03/2008 increased to Rs. 14100.47 Lacs as compared to Rs. 13575.15 Lacs for the financial year ended 31/03/2007. Further, PAT for the year ended 31/03/2008 increased by 295.31% as compared to the financial year ended 31/03/2007. During the Financial Year ended 31/03/2008, the ferro chrome industry at large was benefited from higher demand for its products, especially from Europe. However, the advantage of increasing prices of ferro chrome was offset by the high cost coupled with poor availability of raw materals. The Company continued to export almost 90% of its output and its products. FY 2008-09 as compared to FY 2007-08
The Total Income for the year ended 31/03/2009 dropped to Rs. 10080.36 Lacs as compared to Rs. 14100.47 for the financial year ended 31/03/2008. Further, the Company recorded a Loss of Rs. 314.99 Lacs for the year under comparison as compared to a PAT of Rs. 349.89 Lacs for the Previous Year. The economic meltdown in USA and Europe towards the second half of the year severely impacted the demand of ferrochrome. Prices for high carbon Ferro Chrome dropped by about 50%. During this period despite drop in prices of products there was no commensurate fall in prices of the main raw materials such as Chromite ore. This resulted in erosion of margins of the Company.
24
t. Pre and Post-Offer equity shareholding pattern of the Target Company assuming full acceptance
will be as follows:
Shareholder’s category
Shareholding & voting rights prior to
the agreement/ acquisition and
offer. (A)
Shares / voting rights acquired which triggered off the Regulations. (#)
(B)
Shares/voting rights to be acquired in
open offer (Assuming full acceptances)
(C)
Share holding/ voting rights after the
Acquisition and Offer
(D) = (A)+(B)+(C)
No.
%
No.
%
No.
%
No.
%
1. Promoter
a. Cronimet Mercon Invest Limited
86,58,441 70.48 -
-
-
-
86,58,441
70.48
b. Parties to agreement, if any
-
-
-
-
-
-
-
-
c. Promoters other than above
-
-
-
-
-
-
-
-
Sub Total 1 (a+b+c) 86,58,441 70.48 - - - - 86,58,441 70.48
2. Acquirers
Atlanta (Acquirer) - - - - 24,57,059
20.00
24,57,059 20.00
Mynah (PAC)
- - - - - - - -
Sub Total 2 -
-
-
-
24,57,059 20.00 24,57,059 20.00
3. Parties to agreement other than (1) (a) & (2)
-
-
-
-
-
-
-
-
4. Public (other than Acquirers, Parties to the Agreement and persons in promoter group)
-
-
-
-
-
-
-
-
a.
Mutual Funds/ UTI
Financial Institutions / Banks
Bodies Corporate
532
237617
801159
0.01
1.93
6.52
- - -
- - -
b. Others (no of equity shares 19,592)
25,87,546 21.06
(24,57,059)* (20.00) 11,69,795* 9.52
Sub-total 4 (a + b ) 36,26,854 29.52 - - (24,57,059) (20.00) 11,69,795 9.52
Total (1+2+3+4) 1,22,85,295
100.00
-
-
- - 1,22,85,295
100.00
* This will depend on response from and within each category under (4) # Triggered on account of the overseas acquisition of CMIL by the Acquirer which resulted in an indirect
acquisition of the Equity Shares and of control of the Target Company by the Acquirer.
Note:
• Neither the Acquirer nor the PAC holds any equity shares of the Target Company.
• There has been no change in shareholding of Cronimet Mercon Invest Ltd., the promoter company of Cronimet Alloys India Ltd. since 17/06/2009, till the date of this Letter of Offer.
25
u. Details of change in the shareholding of the Promoters in the Target company are as under
I. Details of original Allotment:
Date of allotment
No. of equity shares
Percentage (%)
Reasons for allotment
Cumulative equity shares
Regulatory Compliance
26/03/2006 50,000 0.41 On Subscription to MOA
50,000 Complied
30/07/2007 86,59,489 70.49 Allotment pursuant to Scheme
87,09,489* Complied
* The then promoters had sold 1,026 equity shares after July 2007 but before the earlier public announcement made on May 29, 2008. Hence the promoter shareholding stood at 87,08,463 equity Shares.
II. Change in Promoters pursuant to share purchase agreement dated May 26, 2008:
Date of Transaction
No. of equity shares
Percentage (%)
Particulars Cumulative equity shares
Regulatory Compliance
26/05/2008 86,57,855 70.47 Pursuant to SPA dated May 26, 2008 with (i)
GMR Holdings and (ii) GVL Investments
86,57,855 Complied
17/06/2009 586 0.01 Acquired through the open offer
86,58,441 Complied
The equity shares acquired through the said share purchase agreement and the open offer totaling 86,58,441 (70.48%) were transferred to CMIL.
The Target Company has been regular in complying with the relevant provisions of Chapter II of SEBI
(SAST) Regulations, 1997.
v. Pending litigations pertaining to the Target Company are as follows:
A writ appeal (W.A. No. 1145 of 2005) has been filed in the High Court of Andhra Pradesh by the Company against National Thermal Power Corporation Limited, APTRANSCO and others against the order of the single judge dated April 1, 2005 in WP No. 6287 of 2001. The said order had directed the petitioner to pay the revised supplementary demands in respect of the power supplied to them from out of the 15% unallocated portion of power from NTPC, as per the notifications fixing the NTPC tariff by the Ministry of Power and modified from time to time. The writ appeal is admitted and notice is served to the respondents. The matter shall be taken up for hearing as per the discretion of the court. The Company had made a deposit of Rs. 60 lakhs by way of fixed deposit receipt during the pendency of WP. No. 6287 of 2001, which was realised by APTRANSCO. The case is pending hearing and final disposal.
A writ appeal (W.A. No. 1146 of 2005) has been filed in the High Court of Andhra Pradesh by the Company against National Thermal Power Corporation Limited, APTRANSCO and others against the order of the single judge dated April 1, 2005 in WP No. 5713 of 2000. The said order had directed the petitioner to pay the revised supplementary demands in respect of the power supplied to them
26
from out of the 15% unallocated portion of power from NTPC, as per the notifications fixing the NTPC tariff by the Ministry of Power and modified from time to time. The writ appeal is admitted and notice is served to the respondents. The matter shall be taken up for hearing as per the discretion of the court. GMR Industries had made a deposit of Rs. 154 lakhs by way of fixed deposit receipt during the pendency of WP. No. 5713 of 2000, which was realised by APTRANSCO. The case is pending hearing and final disposal.
• A writ petition (No. 19706 of 2003) has been filed by the Company against APTRANSCO, Eastern Power Distribution Company of AP Limited (“APEPDCL”), the Superintending Engineer and Senior Accounts Officer of APEPDCL in the High Court of Andhra Pradesh praying for issue of a writ of mandamus to declare as unauthorized the demand made by APEPDCL of Rs. 48,16,386/- allegedly arising out of delayed payments to NTPC for supplementary arrears and penal interest for the period November 2002 to July 2003.The Target Company contends that this action is unjustified as payment of the principal amount was pending adjudication in WP 5713 of 2000 and writ petition No. 6287 of 2001. An order dated September 18, 2003 was passed in miscellaneous petition (M.P. No. 24711 of 2003) filed in this suit granting suspension of operation of the letter issued by APEPDCL demanding payment of the additional amount. APTRANSCO has filed its counter. The matter pending hearing and final disposal.
• A suit (O.S. No 181 of 2005) has been filed in the court of the Chief Judge, City Civil Court Hyderabad, by the Target Company against Shree Mahalaxmi Coke Distributors under the provisions of the Code of Civil Procedure. The Target Company had paid an advance of Rs. 8,32,000/- to the defendants for the supply of low ash metallurgical coke but the same were not delivered. Over time the defendants have at irregular intervals paid small amounts of money but they have not repaid the full amount and thus the suit has been filed to recover the outstanding amount of Rs. 7.8 lakhs including interest. The suit is pending hearing and final disposal.
• A industrial dispute (ID No. 101 of 2004) has been filed before the Chairman, Industrial Tribunal and Presiding Officer Labour Court, Visakhapatnam by Mr. Sampala Seetharama Murthy stating that he was wrongly dismissed from service and seeking re-instatement into service and claiming back wages and all other consequential benefits. The counter has been filed by the Target Company and the plaintiff has filed a rejoinder in response to the same. The Target Company had also filed an interim application questioning the jurisdiction of the labour court at Visakhapatnam which was subsequently dismissed. The Hon’ble high Court of Andhra Pradesh has given a stay on the order of the labour Court. The dispute is pending hearing and final disposal.
w. The Target Company has complied with provisions of the Corporate Governance as per clause 49 of the
Listing agreement.
x. Mr. P. Phaneendra is the Compliance Officer. The details are as given below:
Mr. P. Phaneendra Compliance Officer & Company Secretary Cronimet Alloys India Limited Tekkali Mandal, Srikakulam District, A.P. Tel: 08945-244323, 244312; Fax: 08945-244545 Email: [email protected]
27
6. OFFER PRICE
Justification of Offer Price:
a) The equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).
b) Trading data of equity shares of the Target Company on BSE and NSE is as follows:
Particulars NSE BSE
Total number of equity shares traded during the six calendar months prior to month in which the Public Announcement (P.A) was made
: 1,29,18,343
69,88,791
Total number of equity shares listed : 1,22,85,295 1,22,85,295
Annualized Trading Turnover (% of Total Listed equity shares) : 210.31 113.77 Source: NSE website(www.nseindia.com) & BSE website (www.bseindia.com)
Since the annualized trading turnover for the Target Company for the 6 calendar months prior to the month of the Public Announcement is more than 5% of total listed equity shares at the stock exchange, the shares are deemed to be frequently traded as per explanation (i) to regulation 20(5) of the Regulations.
The Shares of the Target Company are most frequently traded on the NSE within the meaning of Regulation 20(5) of the Regulations. Accordingly, the Offer Price of Rs. 39.40 per equity share has been determined as per Regulation 20(4) of the Regulations taking inter-alia into account the following factors:
(i) The negotiated price – Not Applicable*
(ii) Highest price paid by the Acquirer/PAC for acquisitions including by way of allotment in a public or rights issue or preferential issue, if any, during the twenty-six weeks period prior to the date of the PA –
Not Applicable
(iii) Average of the weekly high and low of the closing prices of the equity shares of Target Company as quoted on the NSE during the 26 weeks preceding the date of PA –
Rs. 34.32 per equity share
(iv) Average of the weekly high and low of prices of the equity shares of Target Company as quoted on the NSE during the 2 weeks preceding the date of PA –
Rs. 36.79 per equity share
* Since this is a case of an indirect acquisition, there is no negotiated price per equity share. However considering that the equity shares held by CMIL in the Target Company represents the substantial assets of CMIL (i.e; 70.48% of the Target Company), it may be inferred that the negotiated price per equity share of the Target Company is Rs. 39.40 per equity shareon account of the following:
• In terms of SPA, the Acquirer has agreed to pay consideration of USD 75,24,000 to the Sellers to acquire 100% of the share capital of Cronimet Mercon Invest Ltd. (CMIL).
• The said consideration is equivalent to Rs. 3411.38 lacs (considering RBI reference rate of Rs. 45.34 per USD as on 26/03/2010). The Acquirer has gained an indirect control on 86,58,441 equity shares of the Target Company representing 70.48% of its paid up equity share capital.
• Although there is no negotiated price per share for the Target Company, taking into account the consideration of Rs. 3411.38 lacs for acquisition of 86,58,441 equity shares, the implied / indirect price per share could be said to be Rs. 39.40.
c) The offer price of Rs. 39.40 (Rupees Thirty Nine and Paise Forty Only) per equity share being highest
of all the above parameters is justified in terms of Regulation 20(4) applicable in respect of frequently traded shares.
28
d) 26 Weeks’ Weekly High/low Data: The average of weekly high and low of the closing prices of the equity shares of the Target Company at NSE during the 26 weeks’ prior date of Public Announcement.
NSE Week No.
Week Ending High (Rs.) Low (Rs.) Average (Rs.) Volume
1 30/09/2009 – 06/10/2009 34.10 32.90 33.50 2,15,895
2 07/10/2009 – 13/10/2009 33.20 32.05 32.63 2,16,449
3 14/10/2009 – 20/10/2009 33.70 33.20 33.45 2,08,859
4 21/10/2009 – 27/10/2009 32.70 29.30 31.00 1,83,676
5 28/10/2009 – 03/11/2009 30.40 28.00 29.20 2,22,613
6 04/11/2009 – 10/11/2009 31.90 29.05 30.48 1,92,734
7 11/11/2009 – 17/11/2009 31.60 30.55 31.08 79,013
8 18/11/2009 – 24/11/2009 32.40 31.00 31.70 78,536
9 25/11/2009 – 01/12/2009 30.90 29.70 30.30 90,073
10 02/12/2009 – 08/12/2009 30.80 30.10 30.45 61,676
11 09/12/2009 – 15/12/2009 38.50 32.35 35.43 16,85,715
12 16/12/2009 – 22/12/2009 36.35 33.35 34.85 7,10,281
13 23/12/2009 – 29/12/2009 37.05 34.60 35.83 3,19,686
14 30/12/2009 – 05/01/2010 37.25 36.80 37.03 2,41,080
15 06/01/2010 – 12/01/2010 38.75 37.20 37.98 4,15,594
16 13/01/2010 – 19/01/2010 39.95 38.65 39.30 2,77,901
17 20/01/2010 – 26/01/2010 40.25 37.10 38.68 2,29,928
18 27/01/2010 – 02/02/2010 36.70 34.65 35.68 1,19,621
19 03/02/2010 – 09/02/2010 35.90 33.40 34.65 68,633
20 10/02/2010 – 16/02/2010 34.85 34.20 34.53 51,514
21 17/02/2010 – 23/02/2010 35.50 34.15 34.83 3,28,741
22 24/02/2010 – 02/03/2010 35.15 33.85 34.50 31,124
23 03/03/2010 – 09/03/2010 35.80 35.15 35.48 1,39,810
24 10/03/2010 – 16/03/2010 39.05 34.95 37.00 4,06,846
25 17/03/2010 – 23/03/2010 37.60 36.00 36.80 97,636
26 24/03/2010 – 30/03/2010 37.00 35.25 36.13 2,21,688
Average 34.32 Source: www.nseindia.com
e) 2 Weeks’ Daily High/Low: The average of the daily high and low prices of the equity shares of the Target Company at NSE during the 2 weeks prior date of Public Announcement.
Day No. Date High (Rs.) Low (Rs.) Average (Rs.) Volume
1st Week
1 17/03/2010 39.35 37.35 38.35 15,564
2 18/03/2010 38.75 37.00 37.88 31,624
3 19/03/2010 38.40 36.95 37.68 20,665
4 20/03/2010 - - - -
5 21/03/2010 - - - -
6 22/03/2010 37.05 35.65 36.35 11,806
7 23/03/2010 36.95 35.35 36.15 17,977
2nd Week
8 24/03/2010
9 25/03/2010 36.20 34.80 35.50 35,513
10 26/03/2010 38.80 36.00 37.40 1,24,522
11 27/03/2010 - - - -
12 28/03/2010 - - - -
13 29/03/2010 36.80 34.65 35.73 20,105
14 30/03/2010 37.20 35.00 36.10 41,548
Average 36.79
Source: www.nseindia.com
29
f) As on the date of the public announcement the Acquirer and the PAC does not hold any equity shares in the Target Company.
g) There is no non-compete agreement.
h) The offer price will not be less than the highest price paid by the Acquirer, if for any further acquisition of equity shares of Target Company from the date of the Public Announcement upto seven working days prior to the closure of offer.
a) Assuming full acceptance, the maximum consideration payable under this Offer shall be Rs. 968.08
lacs. b) By way of security for the performance of its obligations under Regulation 28 of the Regulations, the
Acquirer has deposited an amount of Rs. 246.74 lacs being more than 25% of the consideration payable under this Offer (assuming full acceptance), with ICICI Bank Limited having its office at 39, Mumbai Samachar Marg, Raja Bahadur Mansion, Fort, Mumbai - 400001, (the “Escrow Agent”) in an escrow account having number 000405072791 (the “Escrow Account”). A lien has been marked on the Escrow Account in favour of the Manager to the Offer, under the terms of the Escrow agreement dated March 26, 2010 entered into inter-alia between the Acquirer, the Escrow Agent and the Manager to the Offer (“Escrow Agreement”).
c) The Acquirer and the PAC have empowered the Manager to the Offer to realize the value of the
aforesaid Escrow Account in terms of the Regulation 28(5). d) This Offer is being funded through the internal domestic resources of the Acquirer. e) As per the certificate dated March 23, 2010 issued by M/s MGI Rajan Associates, Public Accountants
and Certified Public Accountants, having their Office at 10, Jalan Besar #10-12, Sim Lim Tower, Singapore 208 787 Tel. No.: 065- 6293 8089/ 6293 8370, the networth of Atlanta as on December 31, 2009 is US Dollars 19,24,442 [Rs.872.54 lacs]. Also, Atlanta has immediate access to liquid assets of atleast a sum of Rs. 1,222.88 lacs, which in its opinion is sufficient to consummate the public Offer in accordance with the terms thereof. The Acquirer therefore has adequate resources to meet the financial requirements of the Offer.
f) As per the certificate dated March 19, 2010 issued by M/s Balaji Associates, Chartered Accountants,
having their Head Office at 9-14-6, 5th Floor, Balaji’s Mangalagiri Chambers, VIP Road, Siripuram, Visakhapatnam- 530 003 Tel. No.: (+91 891 3253544) (Membership No. of Mr.P S C Nageswara Rao, Partner is 028065) the Networth of Mynah as on December 31, 2009 is Rs. 2926.95 lacs. Also Mynah has immediate access to liquid assets of atleast a sum of Rs. 4,891.95 lacs.
g) On basis of the above, the Manager to the Offer has satisfied itself that Acquirer and the PAC have
adequate and firm financial arrangements to implement the Offer in accordance with the Regulations.
8. TERMS AND CONDITIONS OF THE OFFER a) The Acquirer will acquire the equity shares which are free from all liens, charges and encumbrances
and together with all rights attached thereto, including the right to all dividends, bonus and rights declared hereafter. The equity shares that are subject to any charge, lien or encumbrance are liable to be rejected. Applications in respect of equity shares that are the subject matter of litigation wherein the equity shareholders may be prohibited from transferring the equity shares during the pendency of the said litigation are liable to be rejected if the directions / orders permitting transfer of these equity shares are not received together with the equity shares tendered under the Offer. The Letter of
7. FINANCIAL ARRANGEMENT
30
Offer in some of these cases, wherever possible, will be forwarded to the concerned statutory authorities for further action by such authorities.
b) Of the total outstanding equity shares capital of the Target Company, 25,07,759 equity shares are
currently locked in upto June 30, 2011. The locked in shares, acquired pursuant to the Offer, will be transferred to the Acquirer subject to continuation of the residual lock in period in the hands of the Acquirer.
c) Eligibility for accepting the Offer: The Letter of Offer specifying the detailed terms and conditions
of this offer together with Form of Acceptance cum Acknowledgement and Form of Withdrawal will be mailed to the equity shareholders of the Target Company (other than CMIL) whose names appear on the Register of Members of the Target Company, at the close of business hours on April 29, 2010 (referred to as “the Specified Date”).
d) Statutory Approvals and Conditions of the Acquisition and the Offer
1. The acquisition of equity shares under this Offer are subject to receipt of the approval of the RBI under the FEMA and the rules and regulations issued thereunder, application for which was filed with the RBI on April 09, 2010 and is pending. There are no other statutory approvals required to implement the Offer, other than those contemplated above. If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals. The Acquirer will have the right not to proceed with the Offer and withdraw the same in terms of Regulation 27 of the SEBI (SAST) Regulations 1997 in the event that any of the statutory approval(s) contemplated above are refused.
2. It may be noted that in case of non-receipt of statutory approvals within time, SEBI has a power to grant an extension of time to the Acquirer for payment of consideration to equity shareholders subject to the Acquirer agreeing to pay interest for the delay, as directed by SEBI under regulation 22(12) of the Regulations. Further, if the delay occurs on account of willful default or neglect or inaction or non-action by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations 1997 will also become applicable.
3. The Acquirer and the PAC does not require any approvals from financial institutions or banks for the Offer.
e) Subject to the conditions governing this Offer as mentioned herein, the acceptance of this offer by the
equity shareholders of the Target Company must be absolute and unqualified. Any acceptance to this offer which is conditional and incomplete in any respect will be rejected without assigning any reason whatsoever.
f) Equity shareholders who hold equity shares in physical form and who wish to tender their equity
shares will be required to send the form of Acceptance-cum- Acknowledgement, duly signed and completed in the manner specified therein together with all the necessary documents, as specified in the section of this Letter of Offer entitled "Procedure for Acceptance and Settlement", to the Registrar to the Offer at address mentioned under para 9.1 of this Letter of Offer, either by hand delivery during business hours or by registered post so that the same are received on or before the closing date i.e. June 12, 2010.
g) In respect of dematerialised equity shares, the credit for the equity shares tendered must be received
in the escrow account (as specified in para 9.1 (a) on or before 5.00 p.m. Indian Standard Time on June 12, 2010.
h) The Acquirer will not be responsible in any manner for any loss of Share certificate(s) and/or Offer
acceptance documents during transit and the equity shareholders of the Target Company are advised
31
to adequately safeguard their interest in this regard. In case of any lacunae and/or defect or modifications in the documents/forms submitted, the acceptance is liable to be rejected.
i) Accidental omission to dispatch this Letter of Offer or any further communication to any person to
whom this Letter of Offer is or should be made or the non-receipt of this Letter of Offer by any such person shall not invalidate the Offer in any way.
j) The instructions, authorizations and provisions contained in the Form of Acceptance-cum-
Acknowledgement constitute part of the terms of this Letter of Offer. k) Barring unforeseen circumstances and factors beyond their control, the Acquirer intends to complete
all formalities pertaining to the purchase of equity shares, including despatch payment of consideration to the equity shareholders who have accepted the Offer, by June 26, 2010.
l) Equity shareholders who have sent their shares for dematerialization need to ensure that the process of getting shares dematerialized is completed well in time so that the credit in the Registrar's special depository account should be received on or before the date of closure of the offer, i.e. June 12, 2010, else the application would be rejected.
9. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 9.1 Procedure for accepting the offer by eligible persons
The equity shareholders of the Target Company who qualify and who wish to avail of this Offer (hereinafter referred to as “Acceptor”) will have to deliver the relevant documents as mentioned at point (a), (b) and (c) below as applicable to the Registrar to the Offer i.e; Mondkar Computers Private
Limited at addresses mentioned below, by hand delivery or Registered Post between 10.30 am. to 5.00 pm on all working days i.e. other than Sundays and public holidays. Mondkar Computers Pvt Limited 21, Shakil Niwas, Opp: Satya Saibaba Temple Mahakali Caves Road, Andheri East, Mumbai 400093 Tel: 022 2820 7203-05 , 28257641, 28262920 Fax: 022 2820 7207 Email: [email protected] SEBI Registration No: INR 000004082 Contact Person: Mr. Ravindra Utekar
a) For equity shares held in dematerialized form:
For the purpose of the offer a Special Depository Account has been opened by Registrar to the Offer i.e.; “Mondkar Computers Private Limited.”-, in the name and style of “MCPL Escrow Account CAL
Open Offer” with “Keynote Capitals Limited” as the depository participant in Central Depository Services (India) Limited (“CDSL”). Equity Shareholders holding the shares in dematerialized form will have to deliver the following documents:
i. Form of acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository.
ii. Photocopy of the delivery instruction slip in “off-market” mode or counterfoil of the delivery instruction slip in “off-market” mode, duly acknowledged by the relevant Depository Participant (DP).
iii. For each delivery instruction the beneficial owner should submit separate Form of Acceptance.
32
iv. The details of the special depository account opened for this purpose are as under:
Name of the Depository Central Depository Services (India) Limited
DP Name Keynote Capitals Limited
DP ID Number 12024300
Beneficiary Account Number 00016689
Name and style of the Account MCPL Escrow Account CAL Open Offer
v. The ISIN number allotted to equity shares of the Target Company is INE592I01011.
vi. Shareholders who have sent their physical equity shares for dematerialisation need to ensure that the process of getting equity shares dematerialised is completed well in time so that the credit in the Special Depository Account is received on or before closure of offer.
b) For equity shares held in physical form
Registered equity shareholders should enclose:
i. Form of Acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein, by all equity shareholders whose name appears on the share certificates.
ii. Original share certificate(s) iii. Valid Transfer Deed form(s) duly signed as transferors by all registered equity shareholders (in
case of joint holdings), in the same order and as per the specimen signatures registered with and duly witnessed at the appropriate place. The Transfer Deed should be left blank, except for the signatures as mentioned above. Attestation, where required (thumb impressions, signature differences, etc) should be done by a Magistrate, Notary Public or Special Executive Magistrate or a similar authority holding a public office and authorized 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. In case of registered Shareholders, the Offer shall be deemed to be accepted upon receipt of the Share certificates and the duly completed Transfer Deed despite non receipt of the aforesaid documents. Notwithstanding that the signature(s) of the transferor(s) has/have been attested as aforesaid, if the signature(s) of the transferor(s) differs from the specimen signature(s) recorded with the Target Company or are not in the same order, such equity shares are liable to be rejected under this Offer even if the Offer has been accepted by a bona fide owner of such Shares.
c) Unregistered owners of equity shares should enclose:
i. Form of acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein.
ii. Original share certificate(s) iii. Original broker contract note of a registered broker of a recognized stock exchange. iv. Valid Transfer Deed as received from the market. The details of the buyer should be left blank. If
the details of the buyer are filled in, the tender will not be valid under the offer. Acquirer’s name will be subsequently filled in upon verifying the validity of the share transfer form.
v. The acknowledgement received, if any, from the Target Company in case the Shares have been lodged with the Target Company.
vi. No indemnity is needed from unregistered equity shareholders. d) Persons eligible to participate in the Offer who own equity shares at any time before the closure of the
Offer, are eligible to participate in the Offer anytime and can transfer the equity shares even if they are subject to lock-in. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating their name, address, number of Shares held, number of Shares offered, distinctive numbers, folio number, together with the original Share certificate(s), valid
33
transfer deeds and the original contract notes issued by the broker through whom they acquired their equity shares. No indemnity is required from unregistered owners. Unregistered owners, if they so desire, may also apply in the Form of Acceptance cum Acknowledgement downloadable from SEBI’s website (www.sebi.gov.in). If the signature of the transferor(s) differs from the specimen signature(s) recorded with the Target Company or are not in the same order, equity shares tendered by such unregistered owners are liable to be rejected under the Offer even if the Offer has been accepted by a bona fide owner of such equity shares.
e) The Shareholders participating in the Offer should also provide all relevant documents, which are
necessary to ensure transferability of the equity shares in respect of which the application is being sent. Such documents may include, but are not limited to:
• duly attested death certificate and succession certificate/ probate/ letter of administration (in case of single shareholder) if the original shareholder is deceased;
• duly attested Power of Attorney if any person apart from the Shareholder has signed the application form and/or Transfer Deed(s) (applicable for Shareholders holding equity shares in physical form);
• no objection certificates from the chargeholder/ lender, if the equity shares in respect of which the application is sent, are under any charge, lien or encumbrance;
• in case of companies, the necessary corporate authorization (including Board Resolutions);
• any other relevant documentation.
Tax Matters
a) While tendering Equity Shares under the Offer, Non-Resident Indians (“NRIs”), Overseas Corporate Bodies (“OCBs”) and other non-resident shareholders will be required to submit RBI's approval (specific or general) that they would have obtained for acquiring the equity shares of the Target Company. In the event that the previous RBI approvals are not submitted, the Acquirer reserves the right to reject such tendered equity shares.
b) While tendering their Equity Shares under the Offer, NRIs, OCBs and other non-resident shareholders will be required to submit a Tax Clearance Certificate (“TCC”) or Certificate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income Tax Act, 1961 indicating the amount of tax to be deducted by the Acquirer before remitting the consideration, failing which the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the shareholder belongs under the Income Tax Act, 1961, on the entire consideration amount payable to such shareholder.
c) As per the provisions of Section 196D (2) of the Income Tax Act, 1961, no deduction of tax at source will be made from any income by way of capital gains arising from the transfer of securities referred to in Section 115AD of the Income Tax Act, 1961 to a Foreign Institutional Investor as defined in Section 115AD of the Income Tax Act, 1961. However the interest payment for delay in payment of consideration, if any, will not be governed by this provision. For interest payments, if any, NRIs, OCBs and other non-resident shareholders will be required to submit a TCC or Certificate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income-tax Act, 1961 indicating the amount of tax to be deducted by Acquirer before remitting the consideration, failing which Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the shareholder belongs under the Income Tax Act, 1961, on the entire consideration amount payable to such shareholder.
d) In case of resident shareholders, tax will be deducted on the interest component exceeding Rs. 5,000/- at the applicable current prevailing rates. If the resident Shareholder requires that no tax is to be deducted or tax is to be deducted at a lower rate than the prescribed rate, such Shareholders will be required to submit a NOC or TCC or Certificate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income-tax Act, 1961 indicating the amount of tax to be deducted by Acquirer or a self-declaration in form 15G of Form 15H as may
34
be applicable. Shareholders eligible to receive interest component exceeding Rs. 5,000/- would be required to submit their Permanent Account Number for income tax purposes. Clauses relating to payment of interest will become applicable only if the Acquirer becomes liable to pay interest for delay in release of purchase consideration.
Shareholders are advised to consult their tax advisors for their taxability or any other procedural aspects including the treatment that may be given by their respective Assessing Officers in their case, and the appropriate course of action that they should take. The Acquirer, the PAC and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. Payment of Consideration
The payment to the shareholders would be done through various modes in the following order of preference.
a) Electronic Clearing System ('ECS') - Payment would be done through ECS for Shareholders having an account at any of the following 68 centers: Ahmedabad, Bangaluru, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna, Thiruvananthapuram (managed by RBI); Baroda, Dehradun, Nashik, Panaji, Surat, Trichy, Trichur, Jodhpur, Gwalior, Jabalpur, Raipur, Calicut, Siliguri (Non-MICR), Pondicherry, Hubli, Shimla (Non-MICR), Tirupur, Burdwan (Non-MICR), Durgapur (Non-MICR), Sholapur, Ranchi, Tirupati (Non-MICR), Dhanbad (Non-MICR), Nellore (Non-MICR) and Kakinada (Non-MICR) (managed by State Bank of India); Agra, Allahabad, Jalandhar, Lucknow, Ludhiana, Varanasi, Kolhapur, Aurangabad, Mysore, Erode, Udaipur, Gorakpur and Jammu (managed by Punjab National Bank); Indore (managed by State Bank of Indore); Pune, Salem and Jamshedpur (managed by Union Bank of India); Visakhapatnam (managed by Andhra Bank); Mangalore (managed by Corporation Bank); Coimbatore and Rajkot (managed by Bank of Baroda); Kochi/Ernakulum (managed by State Bank of Travancore); Bhopal (managed by Central Bank of India); Madurai (managed by Canara Bank); Amritsar (managed by Oriental Bank of Commerce); Haldia (Non-MICR) (managed by United Bank of India); Vijaywada (managed by State Bank of Hyderabad); and Bhilwara (managed by State Bank of Bikaner and Jaipur). This mode of payment would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment through ECS is mandatory for Shareholders having a bank account at any of the above mentioned 68 centers, except where the Shareholder, being eligible, opts to receive payment through direct credit or RTGS.
b) Direct Credit - Shareholders having bank accounts with the Escrow Banker, as mentioned in the Form of Acceptance cum Acknowledgement Form, shall be eligible to receive payments through direct credit. Charges, if any, levied by the Escrow Bank for the same would be borne by the Acquirer.
c) Real Time Gross Settlement ('RTGS') - Shareholders having a bank account at any of the abovementioned 68 centres and whose amount exceeds Rs. 1 million, have the option to receive the payment through RTGS. Such eligible Shareholders who indicate their preference to receive payment through RTGS are required to provide the IFSC code in the Form of Acceptance-cum-acknowledgement form. In the event the same is not provided, payment shall be made through ECS. Charges, if any, levied by the Escrow Bank for the same would be borne by the Acquirer. Charges, if any, levied by the Shareholder's bank receiving the credit would be borne by the Shareholder.
d) National Electronic Fund Transfer ('NEFT') - Payment shall be undertaken through NEFT wherever the Shareholder's bank has been assigned the Indian Financial System Code ('IFSC'), which can be linked to a MICR, if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment, duly mapped with MICR numbers. Wherever the Shareholders have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the
35
same will be duly mapped with the IFSC Code of that particular bank branch and the payment will be made to the Shareholder through this method. The process flow in respect of payments by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment would be made through any one of the other modes as discussed above.
e) For all other Shareholders, including physical Shareholders and those who have not updated their bank particulars with the MICR code, the payments will be despatched under certificate of posting for value upto Rs. 1,500/- and through Speed Post/ Registered Post for payments above Rs. 1,500/-. Such payments will be made by pay orders or demand drafts drawn on the Escrow Bank and payable at par. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Shareholders.
NO DOCUMENT SHOULD BE SENT TO THE MANAGER TO THE OFFER, ACQUIRER OR TO THE TARGET COMPANY 9.2 OFFER PERIOD
a) Offer period is the period between the date of Public announcement and the date of completion of offer formalities relating to the offer.
b) This Offer will remain open on all working days (i.e. excluding Sunday and Public Holidays) between May 24, 2010 to June 12, 2010 (both days inclusive). The equity shareholders of the Target Company who wish to avail of this offer shall be required to send their acceptance in the manner stated above so as to reach the Registrar to the Offer on or before June 12, 2010.
9.3 WITHDRAWAL OPTION
a) The equity shareholders, who are desirous of withdrawing their acceptances tendered in the offer, can do so upto three working days prior to the date of the closure of the offer i.e. on or before June 09, 2010. The withdrawal option can be exercised by submitting the ‘Form of Withdrawal’ (separately enclosed with Letter of Offer) to the Registrar to the Offer, i.e. Mondkar Computers Private Limited so as to reach them on or before June 09, 2010 along with the following:
In case of physical shares: Name, Address, distinctive numbers, folio nos., number of shares tendered/withdrawn, and In case of dematerialised shares: Name, Address, number of shares tendered/withdrawn, 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.
b) The form of Withdrawal can also be downloaded from SEBI’s website www.sebi.gov.in or obtained from the Manager/ Registrar to the Offer.
c) In case of non-receipt of the form of withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details:
� In case of physical Shares: Name, address, distinctive numbers, folio nos. number of shares
tendered/withdrawn, date of tender � In case of dematerialized Shares: Name, address, number of Shares tendered/withdrawn, DP
name, DP ID, Beneficiary account no. and a photocopy of 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 Depository Escrow Account.
d) The withdrawal of Shares will be available only for the Shares/Share certificates that have been received by the Registrar to the Offer. The Shares returned to the Shareholders will be at the address as per the records of the Target Company /depository as the case may be. The Form of Withdrawal should be sent only to the Registrars to the Offer. In case of partial withdrawal of Shares tendered in physical form by the registered Shareholder, if the original Share certificates are required to be split, the same will be returned on receipt of Share certificates from the Target Company. Partial
36
withdrawal of tendered shares can be done only by the registered Shareholders/beneficial owners. In case of partial withdrawal, the earlier Form of Acceptance cum Acknowledgement will stand revised to that effect. Shareholders holding Shares in dematerialized form are requested to issue the necessary standing instruction for receipt of the credit in their DP account.
9.4 Procedure for acceptance of the offer by the equity shareholders who do not receive the Letter of
Offer and procedure for settlement
In case of non-receipt of the Offer document/unregistered equity shareholders who wish to accept the offer should communicate their acceptance in writing on a plain paper stating the name, address, no. of shares held, distinctive numbers, folio number, no. of shares offered to the Registrar to the Offer together with relevant share certificate(s), the transfer deed(s) in case of physical mode / delivery instruction slip in case of dematerialized mode and the original contract note issued by share broker of a recognized stock exchange through whom they acquired the equity shares before the close of the Offer, i.e. June 12, 2010. Such equity shareholders may also download a copy of the form of acceptance cum acknowledgement from SEBI’s website at www.sebi.gov.in and use the same. In case of non-receipt of the Letter of Offer, Persons eligible to participate in Offer may send their application to the Registrar to the Offer, on a plain paper stating their name, address, number of Shares held, distinctive numbers, folio number and number of Shares offered along with documents as mentioned above so as to reach the Registrar to the Offer on or before the closure of the Offer (i.e. no later than June 12, 2010), or in case of beneficial owners, they may send the application in writing to the Registrar to the Offer, on a plain paper stating their 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 Registrar to the Offer, on or before the closure of the Offer (i.e. no later than June 12, 2010). Shareholders holding Shares in physical form should also send original Share certificate(s) and valid transfer deeds. Shareholders holding Shares in physical form who have lodged their Shares for transfer with the Target Company must also send the acknowledgement received, if any, from the Target Company towards such lodging of Shares.
9.5 GENERAL
a) Acquirer can revise the price upwards upto 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.
b) 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. There has been no competitive bid made in respect of the acquisition of equity shares of the Target Company
c) The form of acceptance along with the Share Certificate(s) and other documents delivered shall become acceptance on the part of the shareholder, but will become a fully valid and binding contract between shareholder and Acquirer only upon the fulfillment of all conditions mentioned herein.
d) In case the aggregate of the valid responses to the offer exceeds offer size, then the Acquirer shall accept the valid applications received, in accordance with Regulation 21 (6) of the Regulations, on a proportionate basis in such a way that the acquisition from any Shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the marketable lot. The minimum marketable lot for the Shares is one equity share.
e) The share certificates will be held in trust by the Registrar to the Offer till the Acquirer complete the offer obligations in terms of the Regulations.
37
f) Acquirer shall acquire the equity shares from the shareholders of the Company who have validly tendered the equity shares under the Offer (i.e. equity shares and other documents are in order in accordance with the terms of the Offer) and remit the consideration in respect thereof on or before June 26, 2010 in cash by Account Payee Pay Order / Demand Draft. Any delay will attract interest in terms of Regulation 22(12) of SEBI (SAST) Regulations 1997. The information as to whether the equity shares tendered by them have been accepted (in full or in part) or rejected and consideration payable would be sent by Registered Post.
g) The unaccepted shares/documents will be returned to the shareholders by Registered Post.
h) 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.
i) Pursuant to the Regulation 13, the Acquirer has appointed Keynote Corporate Services Ltd. as the Manager to the Offer.
j) Keynote Corporate Services Limited, the Manager to the Offer, does not hold any equity shares of the Target Company. Further, they have undertaken not to deal in the equity shares of the Target Company up to a period of fifteen days after closure of the offer.
38
10. DOCUMENTS FOR INSPECTION
The following documents are regarded as material documents and are available for inspection at the Registered office of the Target Company from 11.00 a.m. to 3.00 p.m. on any working day until the Offer closes.
1. Copy of Memorandum of Understanding dated March 26, 2010 between Keynote Corporate Services Ltd. (Manager to the Offer) and Atlanta (Acquirer).
2. Copy of Memorandum of Understanding dated March 26, 2010 between Mondkar Computers Private Limited (Registrar to the Offer) and Atlanta (Acquirer).
3. Copy of Escrow Agreement dated March 26, 2010 between Keynote Corporate Services Ltd. (Manager to the Offer), Atlanta (Acquirer) and ICICI Bank (Escrow Agent).
4. A copy of the confirmation from Keynote Capitals Ltd., Depository Participant for opening a Special depository account for the Open Offer.
5. Memorandum and Articles of Association of the Target Company. 6. Copies of audited Annual Report of the Target Company for the financial years 2006-07, 2007-08 and
2008-09 and certified accounts for 9 months period ended December 31, 2009. 7. Copy of a certificate from ICICI Bank, Mumbai confirming the amount placed in the Escrow Account,
towards the proposed Offer. 8. Certificate of Incorporation, Memorandum and Articles of Association of the Acquirer and the PAC. 9. Copy of certificate dated March 23, 2010 received from M/s MGI Rajan Associates, Public
Accountants and Certified Public Accountants regarding networth and the ability of the acquirer i.e. Atlanta to complete the formalities under the regulations.
10. Copy of certificate dated March 19, 2010 received from M/s Balaji Associates, Chartered Accountants regarding networth and the ability of the PAC i.e. Mynah to complete the formalities under the regulations.
11. Copy of audited Financial Statement of the Acquirer for the period August 12 2008 to March 31, 2009 and management certified accounts for the 9 month period ended December 31, 2009.
12. Copy of audited annual reports of the PAC for the financial years 2006-07, 2007-08 and 2008-09 and certified accounts for the 9 month period ended December 31, 2009 duly certified.
13. Copy of Letter of Offer dated May 27, 2009 in respect of the Open Offer made to the Shareholders of the Target Company by Cronimet Mercon Invest Limited.
14. Copy of the SPA dated 26/03/2010 between Atlanta, Mercon Holdings Limited, Matrix Holdings Limited, Cronimet Mining GmbH, Matrix Industries Limited and CMIL.
15. Copy of Public Announcement as published in the newspaper on March 31, 2010. 16. Copy of letter received from SEBI, Ref. No. CFD/DCR/TO/SKM/5130/10 dated May 14, 2010, in
terms of proviso to Regulation 18(2) of the SEBI (SAST) Regulations.
11. DECLARATION BY THE ACQUIRER AND PAC
The Acquirer and the PAC accepts full responsibility for the information contained in the Public Announcement and Letter of Offer and will be jointly and severally responsible for ensuring compliance with the obligations of Acquirer as laid down in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto. For and on behalf of ATLANTA NATURAL RESOURCES PTE. LTD.
Sd/-
Prashant Boorugu
For and on behalf of MYNAH INDUSTRIES LIMITED
Sd/-
Prashant Boorugu Place: Bangaluru
Date: May 17, 2010
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION OFFER
(Please send this form with enclosures to the Registrars to the Offer at their address given overleaf) OPENS ON: MONDAY, MAY 24, 2010
FORM OF ACCEPTANCE - CUM – ACKNOWLEDGEMENT CLOSES ON : SATURDAY, JUNE 12, 2010
From:
Tel No. Fax No.: E-mail:
To, Mondkar Computers Pvt Limited 21, Shakil Niwas, Opp: Satya Saibaba Temple Mahakali Caves Road, Andheri East, Mumbai 400093
Sub : Open offer to acquire 24,57,059 equity shares of Rs.10/- each representing 20% of the voting share capital of Cronimet Alloys India Limited by Atlanta (‘Acquirer’) and Mynah (“Person Acting in Concert”)in terms of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.
Dear Sir, I/We refer to the Letter of Offer dated May 17, 2010 for acquiring the equity shares held by me/us in Cronimet Alloys India Limited. 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:
Sr. No. Certificate No. Distinctive No(s) No. of Shares
From To
Total number of equity shares (In case the space provided is inadequate, please attach a separate sheet with the details)
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 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.
For shares held in Demat Form:
I/We hold shares in demat form and accept the Offer and enclose photocopy of the Delivery Instruction Slip duly acknowledgement by DP in respect of my / our equity shares as detailed below:
DP Name DP ID Client ID No. of Shares Name of Beneficiary
I/We have done an off market transaction for crediting the shares to the Escrow Account named “MCPL Escrow Account CAL Open Offer” with the following particulars:
Depository Participant Name: Keynote Capitals Limited, DP ID No.: 12024300, Beneficiary Account No.: 00016689
Shareholders whose shares are held in a beneficiary account with “NSDL” should use an “Inter Depository Delivery Instruction” to transfer their shares to the Special Depository Account with CSDL I/We note and understand that the shares would lie in the Special Depository Account until the time the Acquirer makes payment of purchase consideration as mentioned in the Letter of Offer. 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 authorise the Acquirer or the Manager to the Offer to send by registered post the draft/cheque, in settlement of the amount to the sole/first holder at the address mentioned below: Address of First/Sole Shareholder
____________________________________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________________________________ Note: Incase of joint holdings, all holders must sign. A corporation must affix its common seal. 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 cheque or demand draft will be drawn accordingly.
Name of the Bank ________________________________________________ Branch_________________________________________________________________
Account Number _____________________________ Savings/Current/Others (please specify) ___________________________________________________________
IFSC Code (For RTGS/NEFT Transfers)* ______________________________________ 9 Digit MICR Code (For ECS Credit)*
*Please read payment of consideration on page no. 34 of the letter of offer
Yours faithfully,
FULL NAME(S) SIGNATURE(S)
First/Sole Shareholder
Second Shareholder
Third Shareholder
Signed and Delivered
Place: -- - - -- - -- ---- - - - - - -- - - -- -- - -- - - -- - -- - - -- -- - - -- -- - - - -- - -- -- -- ---TEAR HERE-- - - - - -- - - - - - - - -- - - -- - - -- - - -- --- - --- -- - -- -- - -- - - -- -- - - --- -- -- -- -- -- - - --- -- -- ---- -- - Folio No.: Sr. No.: Mondkar Computers Pvt Limited
Unit: Cronimet Alloys India Limited (Acknowledgement Slip)
21, Shakil Niwas, Opp: Satya Saibaba Temple Mahakali Caves Road, Andheri East, Mumbai 400093
Received from Mr./Ms.
Address
Signature of Official and Date of Receipt
Stamp of collection centre
Form of acceptance cum acknowledgement, # ___________________ Number of Share Certificates for ___________ ______ shares/# Copy of Delivery Instruction Slip to (DP) for __________shares.
# Delete whichever is not applicable.
INSTRUCTIONS
1. Please read the enclosed Letter of Offer carefully before filling this Form of Acceptance cum Acknowledgement.
2. The acceptance of the Offer made by the Acquirer is entirely at the discretion of the Shareholders. Each Shareholder to whom this Offer is being made is free to offer his Shares in whole or in part while accepting the Offer.
3. Shareholders should enclose the following:
Procedure for Shares held in Physical Form
• Registered Shareholders should enclose:
♦ Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by sole/joint shareholders whose name(s) appears on the Share certificate(s) and in the same order in which their name(s) appear in the register of Shareholders and as per the specimen signature lodged with the Target Company;
♦ Original Share certificate(s);
♦ Valid Transfer Deed(s) duly signed as transferor(s) by the sole/joint Shareholder(s) in the same order and as per specimen signatures lodged with the Target Company and duly witnessed at the appropriate place. The Transfer Deed should be left blank, except for the signatures as mentioned above. A blank share transfer form is enclosed along with this Letter of Offer.
• Unregistered owners of Shares should enclose:
♦ Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein;
♦ Original Share certificate(s);
♦ Original broker contract note;
♦ Valid Transfer Deed(s) as received from the market. The details of 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 preconditions for acceptance.
♦ The acknowledgement received, if any, from the Target Company in case the Shares have been lodged with the Target Company.
Procedure for Shares held in Demat Form
• Beneficial owners should enclose:
♦ Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by sole/joint Shareholders whose names appear in the beneficiary account and in the same order therein;
♦ A photocopy or counterfoil of the delivery instructions in “off market” mode, duly acknowledged by the beneficial owners’ DP and completed as per the details of the special depository account given below.
The Registrar to the Offer has for the purpose of this Offer, opened a special depository account with CDSL “MCPL Escrow Account CAL Open Offer”, whose particulars are:
DP Name: Keynote Capitals Limited; DP ID Number: IN 12024300; Beneficiary Account Number: 00016689; Depository: CDSL
Shareholders, having their beneficiary account with NSDL, have to use inter-depository delivery instruction slip for the purpose of crediting their Shares in favour of the special depository account with CDSL. Since the Shares are compulsory in demat mode, the minimum marketable lot for such shares is one.
The beneficial owners who hold Shares in dematerialised form are required to execute a trade by tendering the delivery instructions for debiting their beneficial account with the beneficial owners’ DP and crediting the above mentioned special depository account. The credit in the special depository account should be received on or before June 12, 2010. In order to ensure this, beneficial owners should tender the delivery instructions at least two working days prior to date of closing of the Offer.
The delivery instructions to be given to the DP should be in “For Off Market Trade” mode only. For each delivery instruction the beneficial owner should submit separate Form of Acceptance cum Acknowledgement.
4. Where the number of Shares offered for sale by the Shareholders are more than the Shares agreed to be acquired by the Acquirer under this Offer, the Acquirer shall accept the offers 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 does not result
in non-marketable lots. Provided that acquisition of Shares from a Shareholder shall not be less than the minimum marketable lot or the entire holding, if it is under the marketable lot.
5. In case of joint holdings, all the holders whose names appears on the Share certificate or in the beneficiary account must sign this Form of Acceptance cum Acknowledgement 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 the Target Company or the beneficial owners’ DP.
6. In case of physical 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 the Target Company 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 DEED. Relevant Share certificates must be annexed.
7. The Shareholders who have sent their Share certificates for dematerialization should submit their Form of Acceptance cum Acknowledgement and other documents, as applicable, along with a copy of the dematerialisation request form duly acknowledged by their DP. Shareholders who have sent their Shares for transfer should enclose, Form of Acceptance cum Acknowledgement duly completed and signed, copy of the letter sent to the Target Company (for transfer of shares) and valid Share transfer form(s).
8. In case of bodies corporate, proper corporate authorization should be enclosed.
9. Shareholders must note that on the basis of name of the Shareholders, DP’s name, DP ID, beneficiary account number provided by them in the Form of Acceptance-cum-Acknowledgement, the Registrar to the Offer will obtain, from the depositories, the Shareholders’ demographic details including address, bank account details, the nine digit MICR code as appearing on a cheque leaf and occupation. These bank account details will be used to make payment to Shareholders holding Shares in dematerialized form. Hence Shareholders are advised to immediately update their bank account details as appearing on the records of the DP. Please note that failure to do so could result in delays in dispatch of payment or electronic transfer of funds, as applicable, and any such delay shall be at the Shareholders’ sole risk and neither the Acquirer, the Manager to the Offer, Registrar to the Offer nor the Escrow Agent shall be liable to compensate the Shareholders for any losses caused to the Shareholder due to any such delay or liable to pay any interest for such delay. Shareholders holding shares in physical form are requested to fill in the required bank details in the Form of Acceptance cum Acknowledgment. Unless Shareholders holding shares in physical form opt for payment by RTGS / NEFT option or where relevant details for payment by RTGS / NEFT option provided by such Shareholders are incorrect, payments shall be made to Shareholders holding Shares in physical form by demand drafts / cheques as per bank details provided by such Shareholders in the Form of Acceptance cum Acknowledgment.
10. All Persons eligible to participate in the Offer, registered or unregistered, who own the Shares, at any time prior to the closing of the Offer, are eligible to participate in the Offer. Unregistered owners can send their application in writing to the Registrar to the Offer, Mondkar Computers Private Limited, at 21, Shakil Niwas, Opp: Satya Saibaba Temple, Mahakali Caves Road, Andheri East, Mumbai 400093, on or before the closing of the Offer, i.e. June 12, 2010 on plain paper stating Name, Address, No. of Shares held, No. of Shares offered, Distinctive Nos., Folio No., together with the original Share certificate(s), valid Transfer Deeds in case of Shares held in physical form or photocopy or counterfoil of the delivery instructions in “Off-market” mode in case of Shares held in dematerialised form and the original contract note issued by the broker through whom they acquired their Shares. No indemnity is required from the unregistered owners.
11. While tendering the Shares under the Offer, NRIs / OCBs / foreign Shareholders will be required to submit the previous RBI approvals (specific or general) that they would have obtained for acquiring the Shares. In case previous RBI approvals are not submitted, the Acquirer reserves the right to reject such Shares.
While tendering Shares under the Offer, NRIs / OCBs / foreign Shareholders will be required to submit a Tax Clearance Certificate or the Certificate for Deduction of Tax at Lower Rate from the income-tax authorities, indicating the amount of tax to be deducted by the Acquirer under the Income Tax Act before remitting the consideration, failing which the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the shareholder belongs under the Income Tax Act, 1961, on the entire consideration amount payable to such shareholder.
As per the provisions of Section 196D (2) of the Income Tax Act, 1961, no deduction of tax at source will be made from any income by way of capital gains arising from the transfer of securities referred to in Section 115AD of the Income Tax Act, 1961 to a Foreign Institutional Investor as defined in Section 115AD of the Income Tax Act, 1961. However the interest payment for delay in payment of consideration, if any, will not be governed by this provision. For interest payments, if any, NRIs, OCBs and other non-resident shareholders will be required to submit a TCC or Certificate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income-tax Act, 1961 indicating the amount of tax to be deducted by Acquirer before remitting the consideration, failing which Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the shareholder belongs under the Income Tax Act, 1961, on the entire consideration amount payable to such shareholder.
In case of resident shareholders, tax will be deducted on the interest component exceeding Rs. 5,000/- at the applicable current prevailing rates. If the resident Shareholder requires that no tax is to be deducted or tax is to be deducted at a lower rate than the prescribed rate, such Shareholders will be required to submit a NOC or TCC or Certificate for Deduction of Tax at Lower Rate from
the Income-tax authorities under the Income-tax Act, 1961 indicating the amount of tax to be deducted by Acquirer or a self-declaration in form 15G of Form 15H as may be applicable. Shareholders eligible to receive interest component exceeding Rs. 5,000/- would be required to submit their Permanent Account Number for income tax purposes. Clauses relating to payment of interest will become applicable only if the Acquirer becomes liable to pay interest for delay in release of purchase consideration.
Shareholders are advised to consult their tax advisors for their taxability or any other procedural aspects including the treatment that may be given by their respective Assessing Officers in their case, and the appropriate course of action that they should take. The Acquirer, the PAC and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of such advice.
12. All persons eligible to participate in the Offer who wish to avail this Offer should forward the above mentioned documents, by hand delivery on days and between 10.30 am to 5.00 pm, at the Registrar’s office mentioned below, or by registered post to the Registrar, Mondkar Computers Private Limited, at 21, Shakil Niwas, Opp: Satya Saibaba Temple, Mahakali Caves Road, Andheri East, Mumbai 400093; Phone 022-28207203-05, 28257641, 28262920; Fax 022-28207207; Email: [email protected]; Contact Person: Mr Ravindra Utekar, so as to
No document should be sent to the Acquirer / PAC or the Manager to the Offer.
Note : All future correspondence, if any, should be addressed to Registrar to the Offer: Mondkar Computers Private Limited, 21, Shakil Niwas, Opp: Satya Saibaba Temple, Mahakali Caves Road, Andheri East, Mumbai 400093; Phone 022-28207203-05, 28257641, 28262920; Fax 022-28207207; Email: [email protected]; Contact Person: Mr Ravindra Utekar
PLEASE USE THIS FORM ONLY IF YOU HAVE TENDERED THE SHARES AND WISH TO WITHDRAW YOUR APPLICATION FORM OF WITHDRAWAL
OFFER OPENS ON MONDAY, MAY 24, 2010
OFFER CLOSES ON SATURDAY, JUNE 12, 2010
You have an ‘OPTION TO WITHDRAW’ the acceptance tendered in response to the offer any time upto three working days prior to the date of closure of offer i.e. on or before June 09, 2010. In case you wish to withdraw your acceptance please use this form.
LAST DATE OF WITHDRAWAL
WEDNESDAY, JUNE 09, 2010
From: Tel No. Fax No.: E-mail:
To, Mondkar Computers Pvt Limited 21, Shakil Niwas, Opp: Satya Saibaba Temple Mahakali Caves Road, Andheri East, Mumbai 400093
Sub : Open offer to acquire 24,57,059 equity shares of Rs.10/- each representing 20% of the voting share capital of Cronimet Alloys India Limited by Atlanta (‘Acquirer’) and Mynah (“Person Acting in Concert”)in terms of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.
Dear Sir, I/We refer to the Letter of Offer dated May 17, 2010 for acquiring the equity shares held by me/us in Cronimet Alloys India 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 __________ along with 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’)
Sr. No. Certificate No. Distinctive No(s) No. of Shares
From To
Total number of equity shares (In case the space provided is inadequate, please attach a separate sheet with the details)
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 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 Manager to the Offer and in terms of the Letter of Offer and, I/We authorise the Acquirer or the Registrar to the Offer to send by registered post the original share certificate(s), transfer deed(s) and other documents tendered by me/us to the sole/first holder at the address mentioned below or credit the shares in demat form to my/our DP Account as mentioned below :
FULL NAME(S) SIGNATURE(S)
First/Sole Shareholder
Second Shareholder
Third Shareholder
Address of First/Sole Shareholder __________________________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________________________
For Shares In Demat Form
DP Name DP ID Client ID No. of Shares Name of Beneficiary
Yours faithfully,
Signed and delivered
Place: Date: Note: Incase of joint holdings, all holders must sign. A corporation must affix its common seal. ------------------------------------------------------------------------------------------TEAR HERE----------------------------------------------------------------------------------------------------------------- Folio No.: Sr. No.: Mondkar Computers Pvt Limited
Unit: Cronimet Alloys India Limited 21, Shakil Niwas, Opp: Satya Saibaba Temple Mahakali Caves Road, Andheri East,
Mumbai 400093
(Acknowledgement Slip)
Received from Mr./Ms.
Address
Signature of Official
and Date of Receipt
Stamp of Registrar to the
Offer
Form of withdrawal in respect of __________ Number of Share Certificates representing _________ number of shares.
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. June 9, 2010.
2. Shareholders should enclose the following:
i. For Shares held in demat form: Beneficial owners should enclose:
• Duly signed and completed Form of Withdrawal.
• Acknowledged slip in original/copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered A.D.
• Photocopy of the delivery instruction in “Off-market” 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:
• Duly signed and completed Form of Withdrawal.
• Acknowledged slip in original/copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered A.D.
• In case of partial withdrawal, valid Share transfer form(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 the Target Company and duly witnessed at the appropriate place.
Unregistered owners of Shares should enclose:
• Duly signed and completed Form of Withdrawal.
• Acknowledged 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 Shares which are returned to the Shareholders pursuant to the withdrawal 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 the Registrar’s office, Mondkar Computers
Private Limited, 21, Shakil Niwas, Opp: Satya Saibaba Temple, Mahakali Caves Road, Andheri East, Mumbai 400093. 9. 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, Mondkar Computers Private Limited, 21, Shakil Niwas, Opp: Satya Saibaba Temple, Mahakali Caves Road, Andheri East, Mumbai 400093 so as to reach the Registrar to the Offer.
