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LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer (LOO) is sent to you as shareholder(s) of M/s. Devaki Hospital Limited. If you require any clarifications about the action to be taken, you may consult your Stock Broker or Investment Consultant or Merchant Banker (M/s. Indbank Merchant Banking Services Limited) or Registrar (M/s. Cameo Corporate Services Limited) to the Offer. In case you have recently sold your shares of M/s. Devaki Hospital Limited, please hand over this Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement, Form of Withdrawal and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.
Cash Offer
by
M/s. Madras Medical Care & Health Centre Pvt. Ltd.,
Regd. Office: No. 148, Luz Church Road, Mylapore, Chennai 600 004
Tel No: (044) 2466 1469 Fax No.: (044) 2466 0061
And the Persons Acting in Concert (PACs) namely
For the purchase of up to 19,58,160 fully paid-up equity shares representing 40% of the total share and voting capital of
M/s. Devaki Hospital Limited
Regd. Office: No. 148, Luz Church Road, Mylapore, Chennai- 600 004
Tel No: (044 ) 2499 3391 Fax No.: (044) 2499 3282
Dr. K C Reddy, residing at
No: 115, St. Mary’s Road, Alwarpet, Chennai 600 018.
Ph. No.: (044) 2436 2788
Dr. C M Thiagarajan, residing at
No: 6, Moores Road,
Chennai 600 006
Ph. No.: (044) 2827 0034
Dr. Salim J Thomas, residing at
No: 18, Ethiraj Salai, Egmore,
Chennai 600 105.
Ph. No.: (044) 2827 5080
at a price of Rs. 11.00 (Rupees Eleven only) per Equity Share
Attention: (1) This Offer is being made in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (2) It is an unconditional offer (3) It is not a competitive bid (4) No statutory approval is required to complete the Offer except the approval from the Reserve Bank of India (“RBI”) under Foreign Exchange Management Act, 1999 (“FEMA”) to acquire the shares from non-resident shareholders. On closure of the offer, the Acquirer on behalf of such non-resident shareholders would make the requisite application to RBI to obtain permission under FEMA to enable the Acquirer to acquire their shares. As on the date hereof there are no other statutory approvals required to implement this offer. (5) 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 three working days i.e.15.12.2003 prior to the date of the closure of the offer. (6) If there is any upward revision of the Offer price by the Acquirer till the last date for revision viz. 10.12.2003 or withdrawal of the Offer, 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 shares tendered anytime during the Offer and accepted under the Offer. (7) In terms of Regulation 25(2) of Regulations, no public announcement for a competitive bid shall be made after 21 days from the date of Public Announcement i.e 18.10.2003. (8) If there is competitive bid:
i. The public offer under all the subsisting bids shall close on the same date.
ii. As the offer price can not be revised during 7 working days prior to the closing date of the offer/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
(9) A copy of the Public Announcement and Letter of Offer (Including Form of Acceptance-Cum-Acknowledgement and Form of Withdrawal) is also available of SEBI’s Web Site (www.sebi.gov.in)
Merchant Banker to the Offer Registrar to the Offer
INDBANK MERCHANT BANKING SERVICES LIMITED
Krest Building, III Floor
No: 26/27, Jehangir Street
Second Line Beach
Chennai 600 001
Ph. Nos: (044) 25224693/ 94
Fax No : (044) 2522 7059
e mail : [email protected]
CAMEO CORPORATE SERVICES LIMITED
“Subramanian Building”
No: 1, Club House Road
Chennai 600 002
Ph. Nos: (044) 52159032, 28460390
Fax No : (044) 2846 0129
e mail : [email protected]
SEBI Regn. No: INR 00000 3753
Contact Person: Mr. R D Ramasamy
General Manager
A schedule of some of the major activities pertaining to the offer is given below:
SEBI Regn. No: INM 00000 1394
Contact Person : Mr. C Rengarajan
Vice President
Activity Date & Day
Specified Date 15.10.2003 (Wednesday) Last date of Competitive Bid 18.10.2003 (Saturday) Date by which LOO to be posted to shareholders 10.11.2003 (Monday) Date of opening of the offer 19.11.2003 (Wednesday) Last date for revising the offer Price/ No of Shares 10.12.2003 (Wednesday) Last Date for Withdrawal of acceptance by the shareholders 15.12.2003 (Monday) Date of Closing of the offer 18.12.2003 (Thursday) Last date of communicating rejection/acceptance (in part or full) and mailing of consideration for applications accepted
12.01.2004 (Monday)
DEFINITIONS
Acquirer M/s. Madras Medical Care & Health Centre Pvt. Ltd.
Act The Companies Act , 1956
BSE The Stock Exchange , Mumbai Eligible Persons All owners of shares, registered or unregistered, of M/s. Devaki Hospital
Limited, other than the acquirer company and PACs and also persons who
own the shares at any time prior to the closure of the offer.
Form of Acceptance Form of Acceptance-cum-Acknowledgement Merchant Banker Indbank Merchant Banking Services Limited MSE Madras Stock Exchange Limited
NRIs Non-resident Indians Offer Offer for acquisition of up to 19,58,160 Fully paid-up Equity shares of
face value of Rs.10/- each of M/s. Devaki Hospital Limited representing
40% of the voting capital at a price of Rs.11.00 pr share payable in cash Offer Period From 19.11.2003 to 18.12.2003
Offer Price Rs.11.00 (Rupees Eleven Only)
PAC Persons Acting in Concert namely Dr. K C Reddy, Dr. C M Thiagarajan and
Dr. Salim J Thomas
Public Announcement Announcement of the Offer made by the Acquirer on 28.09.2003
RBI Reserve Bank Of India
Registrar Cameo Corporate Services Limited
SEBI Securities and Exchange Board of India.
Specified Date 15.10.2003 (Wednesday)
Target Company M/s. Devaki Hospital Limited The Regulations SEBI(Substantial Acquisition of Shares and Takeovers) Regulations,1997
and subsequent amendments thereto
INDEX
SL.No. Subject Page No.
1 Disclaimer Clause 4
2 Details of the Offer 4-5 3 Background of the M/s. Madras Medical Care & Health Centre Pvt. Ltd. 5
4 Declaration in terms of Regulation 21(3) 8
5 Background of M/s. Devaki Hospital Limited 8
6 Offer Price and Financial Arrangements 12
7 Term and Conditions of the Offer 14
8 Procedures of acceptance and settlement of the Offer 16
9 Document for Inspection 17
10 Declaration by the Acquirer 18
11 Form of Acceptance-Cum-Acknowledgement, Form of Withdrawal and
Transfer Deed (For holders of equity shares in physical form only)
(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 M/S. DEVAKI HOSPITAL LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER 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 DISCLOSURE 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 (M/s. INDBANK MERCHANT BANKING SERVICES LIMITED) HAS SUBMITTED A DUE-DILIGENCE CERTIFICATE DATED 09.10.2003 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT(S) THEROF. 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
2.1.1 The offer to the shareholders of M/s. Devaki Hospital Limited is being made in compliance with Regulation 10 of the SEBI (SAST) Regulations, 1997.
2.1.2 The Acquirer (M/s. Madras Medical Care & Health Centre Pvt. Ltd.) a Company incorporated under the Companies Act, 1956 and having its registered office at No: 148, Luz Church Road, Mylapore, Chennai 600 004 is making this Open Offer to acquire up to 19,58,160 Fully Paid-up Equity Shares of Rs. 10/- each representing 40% of the total share and voting capital of the Target Company from the existing shareholders at a price of Rs. 11.00 (Rupee Eleven only) per equity share (“Offer Price”) payable in cash. The target company (M/s. Devaki Hospital Limited) has no partly paid up shares. The offer is not subject to any minimum level of acceptance and is an unconditional offer.
2.1.3 The Acquirer and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued u/s 11B of the SEBI Act or under any of the regulations made under the SEBI Act.
2.1.4 Because of this open offer, if the acquirer company gets a favourable response from the public, there could be a change in control. In case of change in control, the present directors of the acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.) shall represent the acquirer company in the Board of Directors of the Target company (M/s. Devaki Hospital Limited)
2.2 Details of the proposed Acquisition/ Offer
2.2.1 The Public Announcement was published on 28.09.2003 in the following newspapers in accordance with Regulation 15 of the SEBI (SAST) Regulations, 1997:
The public announcement is also available on the SEBI website at www.sebi.gov.in
2.2.2 Pursuant to and subject to the terms and conditions of this Letter of Offer, the Acquirer is hereby making this Open Offer
to acquire up to 19,58,160 Fully Paid-up Equity Shares of Rs.10/- each representing 40% of the total Share and Voting Capital of the Target Company from the existing shareholders at a price of Rs. 11.00 (Rupee Eleven only) per equity share (“Offer Price”) payable in cash. Any upward revision in the offer with respect to the offer price will be announced in the above mentioned newspapers and same price would be payable by the Acquirer for all the shares tendered anytime during the offer.
2.2.3 It is not a Competitive Bid
2.2.4 It is an unconditional offer.
2.2.5 The Acquirer/ PACs have not acquired any equity shares of M/s. Devaki Hospital Limited, since the date of Public Announcement and up to the date of this Letter Of Offer.
2.2.6 The acquisition is for substantial acquisition of shares of M/s. Devaki Hospital Limited (“Target Company”). Because of this open offer, if the acquirer company gets a favourable response from the public, there could be a change in control.
3 Background of the Acquirer
3.1 M/s. Madras Medical Care & Health Centre Pvt. Ltd.
3.1.1 M/s. Madras Medical Care & Health Centre Pvt. Ltd. (Acquirer) is an unlisted company incorporated under the
Newspaper Language Editions
Financial Express English All Editions Jansatta Hindi All Editions Dina Mani Tamil All Editions
Companies Act, 1956 and having its registered office at No: 148, Luz Church Road, Mylapore, Chennai 600 004.
3.1.2 M/s. Medical Care & Health Centre Pvt. Ltd. (“Acquirer”) has commenced its business after his incorporation on 18.11.1991. The main object of the company is to construct hospitals, nursing homes, clinics, dispensaries, medical centres and maintain them with all laboratory facilities.
3.1.3 The composition of Board of Directors of M/s. Madras Medical Care & Health Centre Pvt. Ltd. is as under. None of the directors are acting as Directors in the Target Company.
Name Residential Address Dr. K C Reddy No: 115, St. Mary’s Road, Alwarpet, Chennai 600 018 Dr. C M Thiagarajan No: 6, Moores Road, Chennai 600 006 Dr. Salim J Thomas No: 18, Ethiraj Salai, Egmore, Chennai 600 105
3.1.3a There is no such person representing or having interest in the acquirer Company (“M/s. Madras Medical Care & Health Centre Pvt. Ltd.”) or is an “Insider” within the meaning of Securities Exchange Board of India (Insider Trading) Regulations 1992 on the Board of the Target company (M/s. Devaki Hospital Limited) as on the date of Letter of Offer.
3.1.3b The following are the Promoters of the Acquirer Company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.)
3.1.3c The Shareholding pattern of the acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.)
3.1.3 d The Promoters of M/s. Madras Medical Care & Health Centre Pvt. Ltd. have rich experience in Medical field. The details of experience in the professional services in which the Target Company is engaged are as below.
3.1.3e There is no punitive action ever taken by SEBI and any other regulatory authority against any promoters of the Acquirer Company (“M/s. Madras Medical Care & Health Centre Pvt.Ltd.”).
3.1.3f The Acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd., has filed the required disclosure under Regulation 7(1) of Chapter II of SEBI (SAST) Regulations, 1997 within the due date regarding the purchase of 5,00,000 equity shares in the Target Company. This is as per the information provided by Madras Stock Exchange Limited.
Name Category Residential Address of the Promoters
Dr. K C Reddy Promoter Director No: 115, St. Mary’s Road, Alwarpet, Chennai 600 018 Dr. C M Thiagarajan Promoter Director No: 6, Moores Road, Chennai 600 006 Dr. Salim J Thomas Promoter Director No: 18, Ethiraj Salai, Egmore, Chennai 600 105
Shareholders Category Total No. of Shares Held %age of shares held
Promoters:
Dr. K C Reddy 8,000 33.34%
Dr. C M Thiagarajan 8,000 33.33%
Dr. Salim J Thomas 8,000 33.33%
Total Equity Shares 24,000 100%
Name of Promoters Experience in No. of Years Activities
Dr. K C Reddy 35 General Surgeon – Urology
Dr. C M Thiagarajan 33 Nephrology
Dr. Salim J Thomas 29 Surgical Oncology
3.1.3g Background of the Persons Acting in Concert (PACs):
Apart from the acquirer, Dr. K C Reddy, Dr. C M Thiagarajan and Dr. Salim J Thomas, directors of the acquirer company are the Persons Acting in Concert (PACs) for the purpose of this offer in terms of Regulation 2(e) of the SEBI (SAST) Regulations. There has been no agreement between the PACs as regards the open offer. The PACs have not entered into any agreement with regard to the acquisition of shares. The details of the PACs are as under:
a. Dr. K C Reddy, aged about 61 years is residing at No:115, St. Mary’s Road, Alwarpet, Chennai 600 018 is a General Surgeon trained in Urology in UK and holding a degree of M S (General Surgery) from the University of Edinburgh in 1979. He is a specialist in transplant surgery. The Net Worth of Dr. K C Reddy as on 31.03.2003 is Rs.150.90 Lakhs as certified by Mr. G Vaidyanathan of M/s. G V N Shankar & Co, Chartered Accountants, (Membership No: 1100) A-3, Gayathri, No: 56, Warren Road, Mylapore, Chennai 600 004.
b. Dr. C M Thiagarajan, aged about 59 years is residing at No: 6, Moores Road, Chennai 600 006 is a Nephrologist trained in Christian Medical College, Vellore. Qualified MD in 1974 from Madras Medical College and MNAMS in 1982 from National Board of Examinations. He has served as an Assistant Professor of Medicine at the Madras Medical College and has been in private practice in Chennai as Nephrologist since 1982. The Net Worth of Dr. C M Thiagarajan as on 31.03.2003 is Rs.128.68 Lakhs as certified by Mr. L Saravanan, Chartered Accountant, (Membership No: 211052), No: 85/2, Thiruvalluvarpuram II Street, Choolaimedu, Chennai 600 094.
c. Dr. Salim J Thomas, aged about 55 years is residing at No: 18, Ethiraj Salai, Egmore, Chennai 600 105 is a General Surgeon trained in Surgical Oncology. He has qualified MBBS in 1970 and MS (General Surgery) in 1976 from the University of Pune. He has also qualified MNAMS in 1979 from National Board of Examinations. He has been in private practice as a Surgical Oncologist accredited to Apollo Speciality Hospitals. The Net Worth of Dr. Salim J Thomas as on 31.03.2003 is Rs.210.00 Lakhs as certified by Ms. Niranjana Rao, Chartered Accountant, (Membership No: 208706) of M/s. Kurien & Co, Chartered Accountants, 1-C, Queen’s Court, No: 6/102, Montieth Road, Egmore, Chennai 600 008.
The Persons Acting in Concert are not in the Board of any other listed companies.
3.1.4 Profit and Loss Statement
(Rs. in lacs)
Balance Sheet Statement
Particulars 31.03.2003
(Audited)
31.03.2002
(Audited)
31.03.2001
(Audited)
Income from Operations 250.64 224.94 197.82
Other Income 9.24 6.34 4.52
Total Income 259.89 231.31 202.34
Total Expenditure 238.05 212.73 190.39
Profit Before Depreciation, Interest and Tax 21.84 18.58 11.95
Depreciation 3.17 3.06 2.12
Interest 0.00 0.00 0.00
Profit Before Tax 18.67 15.52 9.83
Provision for Tax 6.53 4.91 3.61
Profit After Tax 12.14 10.61 6.22
(Rs. in lacs)
(In Rupees)
3.1.5 M/s. Madras Medical Care & Health Centre Pvt. Ltd., has not promoted any company since its incorporation.
3.2 Disclosure in terms Regulation 16 (ix)
3.2.1 Object and purpose of the acquisition of the shares and future plan: The acquisition is to comply with the regulations of SEBI (SAST) Regulations, 1997 for the purpose of consolidation of holdings.
3.2.2 The acquirer undertakes that they will not sell, dispose of or otherwise encumber any substantial asset of the target company in the succeeding two years except with the prior approval of the shareholders.
3.3 Declaration in terms of Regulation 21(3)
Particulars 31.03.2003 (Audited)
31.03.2002
(Audited)
31.03.2001
(Audited)
Sources of funds Paid up share capital 2.40 2.40 2.40
Reserves and Surplus 56.14 41.61 31.00
Networth 58.54 44.01 33.40
Secured Loans 0.00 0.00 0.00
Unsecured Loans 0.00 0.00 0.00
Total 58.54 44.01 33.40
Uses of funds
Net fixed assets 19.52 22.24 17.46
Investments 0.00 0.00 0.00
Net current assets 39.02 21.77 15.94
Total miscellaneous expenditure not written off
0.00 0.00 0.00
Total 58.54 44.01 33.40
Other Financial Data 31.03.2003
(Audited)
31.03.2002
(Audited)
31.03.2001
(Audited)
Dividend 0.00 0.00 0.00
Earnings Per Share (Rs.) 50.58 44.19 25.93
Return on Net Worth (%) 21.62% 24.09% 18.63%
Book Value Per Share (Rs.) 234.00 183.37 139.18
As a consequence of this offer, the public shareholding in M/s. Devaki Hospital Limited will not be reduced to 10% or less of the voting capital of M/s. Devaki Hospital Limited. Hence the provisions relating to delisting of the shares of M/s. Devaki Hospital Limited are not applicable.
4 Background of M/s. Devaki Hospital Limited (“ Target Company”)
4.1 The company M/s. Devaki Hospital Limited (“Target Company”) was incorporated on 22.08.1990 under the Companies Act 1956 and having its registered office at No: 148, Luz Church Road, Mylapore, Chennai- 600004. The company is engaged in running of hospital and laboratory and provides a comprehensive health care in the various branches of medicine such as General Surgery, Urology, Neurology, Cardiology, Ophthalmology, Pathology, Thorasic Surgery and other allied specialities.
4.2 Share Capital Structure of Target Company (“M/s. Devaki Hospital Limited”)
4.3 The Target company, as on the date of this public offer do not have any outstanding convertible instruments (warrants, FDC/ PCDs). The Target Company as on the date of this public offer do not have any partly paid up equity shares and hence the status of voting right is case of partly paid up equity shares are Nil.
4.4 The Equity shares of the M/s. Devaki Hospital Limited ("Target Company") are listed on Madras Stock Exchange Limited (MSE), The Stock Exchange, Mumbai (BSE).
4.5 M/s. Devaki Hospital Limited has complied with the listing requirements and no punitive action has ever been initiated against M/s. Devaki Hospital Limited by any of the Stock Exchanges where its shares are listed and M/s. Devaki Hospital Limited has not complied with the relevant provision of Chapter II of the Regulations. The Compliance details of the Target Company are given below:
Paid up Equity Share of Target Company No. Of Shares/ Voting rights
% of Shares/ Voting Rights
Fully Paid Up Equity Shares 48,95,400 100%
Partly Paid Up Shares Nil Nil
Total Paid Up Equity Shares 48,95,400 100%
Total Voting Right in Target Company 48,95,400 100%
Sl.No.
Regulation/
Sub-Regulation
Due Date for Compliance as
mentioned in the regulation
Actual Date of Compliance
Delay, if any
(in no of days)
Col 4 - Col-3
Remarks
(1) (2) (3) (4) (5) (6)
1 6(2) 20.05.1997 03.04.2003 *
2 6(4) 20.05.1997 03.04.2003 *
3 8(3) 30.04.1998 03.04.2003 *
Note: SEBI is in the process of initiating suitable action under section 15A(b) of SEBI Act, 1992 against the target
company for alleged non compliance with relevant provisions of Chapter II of the Regulations.
The Acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd. has filed the required disclosure under Regulation 7(1) within the due date regarding the purchase of 5,00,000 equity shares in the Target Company. This is as per the information provided by Madras Stock Exchange Limited.
4.6 M/s. Madras Medical Care & Health Centre Pvt. Ltd. is a closely held private limited company and the provisions of Chapter II of SEBI (SAST) Regulations, 1997 are not applicable. M/s. Medical Care & Health Centre Pvt. Ltd. has purchased 5,00,000 equity shares of M/s. Devaki Hospital Limited (“Target Company”) representing 10.21% of the equity capital/ voting rights of M/s. Devaki Hospital Limited at an average rate of Rs.5.00 during the 12 months period prior to the date of the Public Announcement. This was intimated to the Stock Exchanges in which the shares of M/s. Devaki Hospital Limited are listed on 19.05.2003.
4.7 The Board of Directors of M/s. Devaki Hospital Limited as on the date of Public Announcement i.e 28.09.2003 are as
under.
Please refer note
4 8(3) 30.04.1999 03.04.2003 *
5 8(3) 30.04.2000 03.04.2003 *
6 8(3) 30.04.2001 03.04.2003 *
7 8(3) 30.04.2002 03.04.2003 *
8 8(3) 30.04.2003 26.05.2003 26 days
9 7(3) Not Filed
Name Residential Address
Mrs. Chitra Chockalingam No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai 600 020
Dr. C R Sundararajan No: 9, Sir P S Sivaswamy Salai, Chennai 600 004 Dr. Deepa Chockalingam No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai
600 020 Dr. K Chockalingam No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai
600 020 Dr. A Rathinasabapathy No: 32, Mc Nicholas Road, Chetput, Chennai 600 031 Dr. D Divakar No: 3, East Spur Tank Road, Chetput, Chennai 600 031 S Baskaran 697, Poonamallee High Road, Amanjikarai, Chennai 600 029 K T Ramvarma Chennai
4.8 The present promoters of M/s. Devaki Hospital Limited and their back ground is as follows:
4.9 The Financial details of M/s. Devaki Hospital Limited are as follows:
Profit and Loss Statement
(Rs. in Lacs)
Balance Sheet Statement:
Mrs. Chitra Chockalingam Residing at No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai 600 020, is diploma holder in Hospital Management and is having over 15 years of experience in Hospital Management.
Dr. K Chockalingam Residing at No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai 600 020, is a Senior Trauma Surgeon and is in the Board of the company.
Dr. Deepa Chockalingam Residing at No: 9, Royal Enclave, Besant Avenue, Padmanabha Nagar, Adyar, Chennai 600 020, is a doctor and consultant and has appeared for M D.
Mrs. Preetha Chocklingam She is a Post graduate in English Literature from Sheffield University of U K and settled in abroad
Eskeycee Medical Foundations (P) Ltd The target company was originally run by this company till 1990 and holding 5.11% of total equity and voting capital of the target company.
Particulars 31.03.2003
(Provisional)*
31.03.2002
(Audited)
31.03.2001
(Audited)
Income from operations 1005.10 907.14 779.62
Other Income 19.38 13.46 41.51
Total Income 1024.48 920.60 821.13
Total Expenditure 798.10 722.19 629.10
Profit before Depreciation, Interest and Tax
226.38
198.41
192.03
Depreciation 66.67 62.93 48.93
Interest 82.95 61.69 20.21
Profit Before Tax 76.76 73.79 122.89
Provision for Tax 20.57 25.63 8.39
Profit after Tax 56.19 48.16 114.50
Particulars 31.03.2003
(Provisional) *
31.03.2002
(Audited)
31.03.2001
(Audited)
Sources of funds
Equity Share Capital 489.54 489.54 489.54
Reserve & Surplus 86.36 30.16 100.88
(In Rupees)
(*) Source: Web site: www.bseindia.com
4.10 There were no mergers, demergers and spin-offs involving M/s. Devaki Hospital Limited during the last three years.
The company name has not been changed since its shares were listed.
4.11 The Pre and Post-offer Equity Shareholding pattern of M/s. Devaki Hospital Limited
Secured Loans 463.28 396.79 302.88
Unsecured Loans 25.60 34.73 71.12
Deferred Tax Liability 113.48 109.48 0.00
Total 1178.26 1060.70 964.42
Uses of Funds
Net Fixed Assets 1184.57 1194.48 816.46
Investments 0.00 0.00 0.25
Net Current Assets -27.41 -148.04 145.72
Misc. Exp Not Written off 21.10 14.26 1.99
Total 1178.26 1060.70 964.42
Other Financial Data
31.03.2003
(Provisional) *
31.03.2002
(Audited)
31.03.2001
(Audited)
Dividend 0.00 0.00 0.00
Earnings Per Share ( Rs.) 1.15 0.98 2.48
Return on Net Worth (%) 10.11% 9.26% 19.39%
Book Value Per Share (Rs.) 11.33 10.32 11.90
Shareholders
Category
Shareholding & voting
rights prior to the
agreement/ acquisition
and Offer
(A)
Shares/Voting rights
agreed to be acquired
which triggered off
the Regulations
(B)
Shares/ Voting rights
agreed to be acquired
in the Open Offer
(Assuming full
acceptances)
Shareholding/ Voting
rights after the
acquisition and Offer
(A+B+C)
N o o f Shares
%age N o o f Shares
%age N o o f Shares
%age N o o f Shares
%age
1. Promoter Group
a. Par t ies to Agreement
Note: 1 . Promoters holding which is 28.92% of total share and voting capital at present may go down, if they participate in the offer.
2. The Acquirer/ PACs have not acquired any shares after the date of Public Announcement i.e. 28.09. 2003
4.12 There has been no agreement between the PACs as regards the open offer. The PACs have not entered into any agreement with regard to the acquisition of shares.
4.13 Litigations
b. Promoters other than (a) above
1415600
28.92
1415600
28.92
Total 1 (a+b) 1415600 28.92 1415600 28.92
2. Acquirers a. Main Acquirer b. PACs
500000
10.21
1958160
40.00
2458160
50.21
Total 2 (a+b) 500000 10.21 1958160 40.00 3873760 79.13
3 . P a r t i e s t o agreement other than (1)(a) & 2
Not Applicable
4. Public (other than part ies to agreement, acquirers & PACs)
1021640
20.87
a. FIs/ MFs/ FIIs/ Banks/ SFIs
b. Others
710100
2269700
14.51
46.36
Total (4) (a+b) 2979800 60.87 1021640 20.87
G r a n d T o t a l (1+2+3+4)
4895400 100.00
4895400 100.00
M/s. Madras Medical Care & Health Centre Pvt. Ltd., (Acquirer) and its Managing Director Dr. K C Reddy have filed Company Petition No: 34 of 2003 on the file of Company Law Board, Additional Principal Bench, Southern Region, Chennai u/s 397 read with section 398 of the Companies Act, 1956 for oppression and mismanagement of the affairs of M/s. Devaki Hospital Limited by its Directors and sought for the relief that Mrs. Chitra Chockalingam had ceased to be the Managing Director/ Director of M/s. Devaki Hospital Limited, since she has violated section 295 of the Companies Act, 1956 and consequently her office as a Director has become vacant pursuant to section 283(1)(h) of the Companies Act, 1956 and various other reliefs against the company and its Directors. The Company Law Board, Southern Region has passed an order on 14.08.2003 in Company Application No:77 of 2003 in C P No: 34 of 2003 restraining Mrs. Chitra Chockalingam from interfering with the activities of the company.
The said Mrs. Chitra Chockalingam had filed C M A No: 2027 of 2003 on the file of High Court, Madras against the order of the Company Law Board passed on 14.08.2003 in Company Application No: 77 of 2003 in C. P. No: 34 of 2003. The Division Bench has dismissed the said C.M.A on 25.08.2003 and directed the Learned Single Judge to dispose the Original Application 675 of 2003 in C.S.No: 562 of 2003 which has been filed by M/s. Devaki Hospital Limited on the file of the High Court, Madras for a declaration that Mrs. Chitra Chockalingam had vacated her as a Director since she had violated section 295 of the Companies Act, 1956 and consequently her office as a Director had become vacant.
M/s. Devaki Hospital Limited has filed O.A.No.675 of 2003 in the said suit seeking an injunction restraining Mrs. Chitra Chockalingam acting as a Managing Director/ Director of M/s. Devaki Hospital Limited. The said O.A.No. 675 of 2003 has been dismissed by the Learned Single Judge, High Court, Madras on 19.09.2003. M/s. Devaki Hospital Limited has filed an O.S.A. No.342 of 2003 before the Division Bench of the High Court, Madras. C.M.P No. 15297 of 2003 in O.S.A. No.342 of 2003 came before the Division Bench of High Court, Madras on 30.09.2003 and the Division Bench has directed Mrs. Chitra Chockalingam to draw money to meet the bare minimum expenses to disburse the salaries to the staffs of the hospital and the said C.M.P is posted for hearing on 10.11.2003.
5 Offer Price and Financial Arrangements
5.1 Justification of offer Price
The equity shares of M/s. Devaki Hospital Limited are listed on Madras Stock Exchange Limited (MSE), The Stock Exchange, Mumbai (BSE). The annualized trading turnover during Six calendar months preceding the month in which the public announcement has been made in each of the stock exchange is detailed below:
The Public Announcement was given on 28.09.2003 (Sunday) and no trading took place on that date. Source : Web site: www. bseindia.com and Official data from the Madras Stock Exchange Limited
The Equity Shares of the Target Company are infrequently traded on the above Exchanges within the meaning of
Name of
Stock Exchange(s)
Total No. of Shares Traded during 6 calendar months
preceding the month in which the Public
Announcement has been made
Total No. of listed
Shares
Annualised Trading Turnover ( in terms of %age of total listed shares)
MSE 5586 48,95,400 0.22%
BSE Nil 48,95,400 Nil
Explanation (i) of Regulation 20 of Sub-regulation (5) of the SEBI (SAST) Regulations, 1997. The offer price of Rs. 11.00 (Rupees Eleven Only) is payable in cash in terms of Regulation 20(2). The offer price is determined by the acquirer in consultation with the Merchant Banker in terms of Regulation 20(5) taking into account the following factors:
i. Negotiated price under the MOU – Not Applicable
ii. During the twenty six weeks prior to the date of PA, the Acquirer company (“M/s. Madras Medical Care & Health Centre Pvt. Ltd.”) has purchased 5,00,000 equity shares of the Target Company representing 10.21% of the total share capital/ voting rights of the Target Company at the average rate of Rs.5.00 per share. There has been no allotment to the acquirer/ PACs in a public or rights or preferential issue.
iii. Other Parameters:
(*) Source: Website:www.bseindia.com
(**) Source: Capital Market Vol. XVIII/14 dated September 15, 2003 (Industry: Healthcare)
The Offer Price of Rs.11.00 is justified based on the above parameters.
5.2 If acquirer/ PAC acquires shares after the date of Public Announcement up to 7 (Seven) working days prior to the
Closure of the Offer at a price higher than the Offer Price, then the highest price paid for such acquisition shall be payable for all the valid acceptances received under the Offer.
5.3 Non Compete Agreement – There is no non compete agreement
5.4 Financial Arrangement for the Offer
(i) The total fund requirement for the offer, assuming full acceptance shall be Rs.215.40 Lakhs (Rupees Two Hundred and Fifteen Lakhs and Forty Thousand Only).
(ii) The Acquirer has opened an Escrow Account (Account No: 5142) with Indian Bank, Chetput Branch, Chennai and deposited an amount of Rs. 53.85 Lakhs (Rupeess Fifty Three Lacs and Eighty Five Thousand Only) by way of cash, representing 25% of the total consideration payable under the Open Offer assuming full acceptances in terms of
31.03.2003 (Provisional*)
31.03.2002
(Audited)
Book Value per Share (Rs.) 11.33 10.32
Earning per Share (Rs.) 1.15 0.98
Return on Net Worth 10.11% 9.26%
Industry P/E Ratio (**) 16.50
Regulation 28(2) and the Merchant Banker (M/s. Indbank Merchant Banking Services Ltd.) has been authorised to realise the value of escrow account in terms of SEBI (SAST) Regulations, 1997.
(iii) Financial resources required to implement the offer is already in place in terms of Regulation 16 (xiv) and the funds have been arranged from the domestic sources of the company invested by the promoters of the Company.
(iv) Mr. E Panneerselvam of M/s.Selvam & Suku, Chartered Accountants and Statutory Auditors, (Membership No:18001) having their office at C-1, I floor, Alsa Towers, 186/187, Poonamallee High Road, Kilpauk, Chennai 600 010 Phone No: 2642 5285, Fax No: 2642 5372 have certified that the Acquirer has sufficient resources to meet the required financial obligations under the open offer. Based on this, the Merchant Banker (M/s. Indbank Merchant Banking Services Limited) to the Open offer confirms that firm arrangements for funds and money for payment are in place to fulfill the offer obligations in accordance with SEBI (SAST) Regulations, 1997.
6 Terms and conditions of the Offer
6.1.1 This is not a conditional offer and is not subject to any minimum level of acceptance.
6.1.2 The shares of the Target company are held both in Physical Form and in Dematerialised form. 73.25% of shares are held in Physical Form and 26.75% of shares are held in Dematerialised form.
6.1.3 The Letter of Offer (LOO) together with Form of Acceptance cum Acknowledgment, Transfer deed and Form of Withdrawal shall be mailed to all shareholders whose names appear in the register of the Target Company at the close of business hours on the specified date i.e 15.10.2003.
6.1.4 Shareholders who wish to tender their equity shares will be required to send the Form of Acceptance cum Acknowledgment, Original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer at the below mentioned address:
Name and Address of the registrar to whom the shares should be sent.
Working Days and Timings Mode Of Delivery
Cameo Corporate Services Limited
(Unit: M/s. Devaki Hospital Limited)
“Subramanian Building”
No: 1, Club House Road
Chennai 600 002
Ph. Nos: (044) 52159032, 28460390
Fax No: 2846 0129
Monday to Saturday
Between 10.00 AM to 05.00 PM
B y h a n d d e l i v e r y / registered post
6.1.5 Beneficial Owners and Shareholders holding shares in the dematerialised form, will be required to send their Form of Acceptance cum Acknowledgement to the Registrar to the Offer either by hand delivery during the normal business hours or by Registered Post on or before the close of the offer i.e.18.12.2003, along with photocopy of the delivery instructions in “Off Market” mode or counterfoil of the delivery instruction in “Off Market” mode, duly acknowledged by the Depository Participant (“DP”) in favour of M/s. Cameo Corporate Services Limited Escrow A/c -M/s. Devaki Hospital Limited - Open Offer, filled in as per the instructions given below:
Name of Depository : National Securities Depository Ltd (NSDL)
DP Name : Indbank, Chennai
Client ID Number : 10048462
DP ID Number : IN 300597
6.1.6 All owners of equity shares, registered or unregistered, who own the shares at any time prior to the closure of the offer are eligible to participate in the Open Offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on Plain paper stating the Name, Address, No. of Equity Shares held, No. of Equity Shares offered, Distinctive Nos., Folio No., together with Original Share Certificate(s), Valid Transfer Deed(s) and the original contract note issued by the Broker through whom they acquired their shares. No Indemnity is required from the unregistered owners.
6.1.7 In case of non-receipt of the LOO, the eligible persons may send their consent, to the Registrar to the Offer, on a plain paper stating their Name, Address, No. of equity shares held , No. of equity shares offered along with Distinctive No. so as to reach the Registrar to the offer, on or before the close of the offer. In case, the shares are in Demat form, specify the details such as DP Name, DP ID No., Beneficiary Account No. etc., The shareholders holding shares in dematerialised mode should also ensure to credit their shares in favour of depository account before the closure of the offer.
6.1.8 The registrar to the offer will hold in trust the Shares/ Share Certificates, Form of Acceptance cum Acknowledgment, if any, and the transfer form(s) on behalf of the shareholders of the Target Company who have accepted the Offer, till the Cheques/ Drafts of the consideration and/ or the unaccepted shares/ Share Certificates are dispatched/ returned.
6.1.9 Attention of Shareholders is invited to the fact that the LOO alongwith form of acceptance will also be available at
e mail : [email protected]
Contact Person: Mr. R D Ramasamy
General Manager
SEBI’s web site www.sebi.gov.in and eligible persons may download the form of acceptance cum acknowledgment from the web site for applying in the offer.
6.1.10 In case, the number of shares offered for sale is more than the shares agreed to be acquired, the Acquirer shall accept the offer received on a proportionate basis, in consultation with the Merchant Banker, ensuring that the basis of acceptance is decided in a fair and equitable manner. Unaccepted share certificate(s), transfer form and other documents, if any will be returned by registered post at the shareholder’s/ unregistered owners sole risk to the sole/ first shareholder.
6.1.11 In terms of Regulation 22(5A) shareholders shall have an option to withdraw acceptance tendered up to three working days prior to the date of closure of the offer by submitting the documents as specified below, so as to reach Registrar to the Issue. The withdrawal can be exercised by submitting Form of Withdrawal as enclosed with LOO. In case of non receipt of Form of Withdrawal, the withdrawal can be exercised by making application in plain paper along with the following details:
(i) In case of Physical Shares: Name, Address, Distinctive Numbers, Folio Numbers No. of equity shares tendered/ withdrawn.
(ii) In case of Dematerialised Shares: Name, Address, Number of shares tendered/ withdrawn, DP Name, DP ID, Beneficiary account number and a photocopy for 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.
6.1.12 A schedule of some of the major activities pertaining to the offer is given below:
The shares and other relevant document should not be sent to M/s. Madras Medical Care & Health Centre Pvt. Ltd. (Acquirer) or M/s. Devaki Hospital Limited (“Target Company”).
6.2 Eligibility for accepting the offer
The present offer is being made to all the shareholders of M/s. Devaki Hospital Limited, whose names appear as on the Specified date i.e 15.10.2003 and also to those persons who owns the shares at any time prior to the closure of the offer but are not registered shareholders.
Activity Date & Day
Specified Date 15.10.2003 (Wednesday) Last date of Competitive Bid 18.10.2003 (Saturday) Date by which LOO to be posted to shareholders 10.11.2003 (Monday) Date of opening of the offer 19.11.2003 (Wednesday) Last date for revising the offer Price/ No of Shares 10.12.2003 (Wednesday) Last Date for Withdrawal of acceptance by the shareholders 15.12.2003 (Monday) Date of Closing of the offer 18.12.2003 (Thursday) Last date of communicating rejection/acceptance (in part or full) and mailing of consideration for applications accepted
12.01.2004 (Monday)
6.3 Statutory Approvals and Condition of the Offer 6.3.1 The Acquirer will make requisite application to the Reserve Bank of India (RBI) to obtain permission under the Foreign
Exchange Management Act, 1999 (FEMA) to acquire shares from Non-Resident Shareholders of the Target Company, if any.
6.3.2 In case of inability of the acquirer to make payment within 30 days from the closure of the offer in respect of the
acquisition of shares tendered in the offer by the Non Resident shareholders due to the non receipt of approval from RBI under FEMA, 1999, SEBI has power to grant extension of time to acquire for payment of consideration to shareholders subject to Acquirer agreeing to pay interest as directed by SEBI.
6.3.3 Apart from above, to the best of the knowledge of the Acquirer, as on the date of the Public Announcement, no other
statutory approvals are required for the purpose of acquisition of shares under the Open Offer.
6.3.4 In case of non receipt of statutory approval(s) within time, SEBI has power to grant extension of time to the Acquirer for payment of consideration to shareholders subject to Acquirer agreeing to pay interest as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations, 1997.
6.3.5 In case the acquirer fails to obtain the requisite statutory approval in time on account of willful default or neglect or inaction or non action, then action in terms of Regulation 22(13) will be initiated.
6.3.6 The acquirer does not require any approval from its bankers for the open offer.
7 Procedure for acceptance and settlement of the offer
7.1 Unregistered shareholders should enclose: Ø Form of acceptance-cum-acknowledgement or an application of plain paper, duly completed and signed in
accordance with the instructions contained therein . Ø Original Share Certificate(s)
Ø Copy of the Original Contract Note Issued by the broker through whom the shares were acquired.
Ø Proof of lodgment of shares for transfer and acknowledgement thereof by the company or their Registrar and Share
Transfer Agent. (if the share Certificate have already been lodged for transfer)
Ø Valid share transfer deed(s) including an additional valid transfer deed duly signed by the unregistered Shareholder as the transferor.
Ø No indemnity is required from the unregistered owners.
7.2 Owners of shares who have tendered their shares for transfer should enclose:
Ø Form of acceptance-cum-acknowledgement duly completed and signed in accordance with the instructions Contained therein.
Ø Valid share transfer deed(s) including valid transfer deed duly signed by the unregistered shareholder as the transferor.
Ø The market lot of equity shares of M/s. Devaki Hospital Limited in physical form is 100 shares.
7.3 For equity shares held in demat form:
Beneficial Owners should enclose: q Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions
contained herein, as per the records of the Depository Participant (DP). q Photocopy of the delivery instruction in “Off Market” mode or counterfoil of the delivery instruction in “Off Market
mode duly acknowledged by the DP. q For each Delivery Instruction, the beneficial owner should submit separate Form of Acceptance
7.4 The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed with the Letter of Offer. Shareholders should enclose the following:
7.4.1 Equity shares held in demat form, beneficial owners should enclose
q Duly signed and completed Form of Withdrawal q Acknowledgement slip in original/ copy of the submitted Form of Acceptance cum Acknowledgement in case
delivered by Registered Post A.D. q Photocopy of the delivery instruction in “Off Market” mode or counterfoil of the delivery instruction in “Off Market
mode, duly acknowledged by the DP.
7.4.2 Equity shares held in physical form, the registered shareholders should enclose
q Duly signed and completed Form of Withdrawal q Acknowledgement slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case
delivered by Registered A.D. q 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 M/s. Devaki Hospital Limited and duly witnessed at the appropriate place.
7.4.3 Equity shares held in physical form, the unregistered shareholders should enclose
q Duly signed and completed Form of Withdrawal
q Acknowledgement slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered A.D.
7.5 The share certificate(s), share transfer deed(s) and the form of acceptance should be sent only to the registrar to the offer and not to the Merchant Banker or the acquirer or the Target company.
7.6 In the event of any delay in making payment beyond 12.01.2004 i.e the last date of mailing of consideration for applications accepted, the acquirer shall be liable to pay interest @ 10% p.a on the offer price, till the actual date of payment of consideration.
7.7 In case, the number of shares offered for sale is more than the shares agreed to be acquired, the Acquirer shall accept the offer received on a proportionate basis, in consultation with the Manager to the Offer, ensuring that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots. The minimum market lot is 100. However the shareholders holding less than the marketable lot can offer the entire holding in terms of Regulation 21(6) of SEBI (SAST) Regulations, 1997.
8. Document for Inspection
The following documents will be available for inspection to the shareholders of M/s. Devaki Hospital Limited at the
registered office of M/s. Madras Medical Care & Health Centre Pvt. Ltd. whose address is given on the cover page of this document, between 10.00 AM to 5 PM on all working days till the offer Closing date ( i.e 18.12.2003 , Thursday) :
a. Copy of Memorandum of Understanding between M/s. Madras Medical Care & Health Centre Pvt. Ltd. and M/s.
Indbank Merchant Banking Services Limited b. Copy of letter issued by M/s. Madras Medical Care & Health Centre Pvt. Ltd. appointing M/s. Cameo Corporate
Service Limited as Registrar to the offer c. Certificate of Incorporation, Memorandum and Articles of Association of M/s. Madras Medical Care & Health Centre
Pvt. Ltd., d. Certificate of Incorporation, Memorandum and Articles of Association of M/s. Devaki Hospital Limited e. Audited Accounts of M/s. Madras Medical Care & Health Centre Pvt. Ltd. for the last three years
f. Audited Accounts of M/s. Devaki Hospital Limited for the years ended 31.03.2001 and 31.03.2002 and Provisional accounts for the year ended 31.03.2003
g. Certificate by a C.A., certifying the adequacy of financial resources to fulfil the open offer obligation by the acquirer ("M/s. Madras Medical Care & Health Centre Pvt Ltd.")
h. Letter from Indian Bank, Chetput Branch, Chennai confirming the amount kept in the Escrow account are lien in favour of Merchant Banker ("Indbank Merchant Banking Services Ltd.").
i. A published copy of Public Announcement dated 28.09.2003
j. Copies of certificates given by Chartered Accountants certifying the Net Worth of PACs
k. Copies of various undertakings issued by M/s. Madras Medical Care & Health Centre Pvt. Ltd.
l. Copy of letter no: CFD/DCR/TO/AK/20436/03 dated 27.10.2003 received from Securities and Exchange Board of India in terms of provisions of Regulation 18(2) of the SEBI (SAST) Regulations, 1997
m. The following documents pertaining to the litigations will also be available for inspection:
q Plaint in C S 562 of 2003 and Affidavit filed in Application No: O A 675 of 2003 in C S 562 of 2003
q Counter filed by Mrs. Chitra Chockalingam in C A 675 of 2003 and Reply Affidavit filed by the Target Company in C A 675 of 2003
q Judgement in O A 675 of 2003
q Grounds of appeal in O S A 342 of 2003 and Affidavit filed by the Target company in C M A 15297 of 2003 in O S A 342 of 2003
q Counter filed by Mrs. Chitra Chockalingam in C M P 15297 of 2003 and Reply Affidavit by the Target Company in C M P 15297 of 2003
9. Responsibility Statement
The Acquirer accepts full responsibility for the information contained in this Letter of Offer and Form of Acceptance. The acquirer shall jointly and severally responsible for ensuring compliance with the Regulations. All information contained in this document is as on the date of the Public Announcement, unless stated otherwise.
For M/s. Madras Medical Care & Health Centre Pvt. Ltd.
Place: Chennai
Date : 07.11.2003
Dr. K C Reddy
Managing Director
Dr. C M Thiagarajan
Director
Dr. Salim J Thomas
DirectorANNEXURE I
1. M/s. Madras Medical Care & Health Centre Pvt. Ltd. is the acquirer company. Dr. K C Reddy, Dr. C M Thiagarajan and Dr. Salim J Thomas are the Persons Acting in Concert (PACs)
2. The offer to the shareholders of M/s. Devaki Hospital Limited is being made in compliance with Regulation 10 of the SEBI (SAST) Regulations, 1997.
3. There has been no agreement between the PACs as regards the open offer. The PACs have not entered into any agreement with regard to the acquisition of shares.
4. M/s. Madras Medical Care & Health Centre Pvt. Ltd. (Acquirer) is an unlisted company incorporated under the Companies Act, 1956 and having its registered office at No: 148, Luz Church Road, Mylapore, Chennai 600 004.
5. M/s. Medical Care & Health Centre Pvt. Ltd. (“Acquirer”) has commenced its business after his incorporation on 18.11.1991. The main object of the company is to construct hospitals, nursing homes, clinics, dispensaries, medical centres and maintain them with all laboratory facilities.
6. The following are the Promoters and present directors of the Acquirer Company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.)
7. The Shareholding pattern of the acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.)
8. The Acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd. has filed the required disclosure under
Name Category Residential Address of the Promoters
Dr. K C Reddy Promoter Director No: 115, St. Mary’s Road, Alwarpet, Chennai 600 018 Dr. C M Thiagarajan Promoter Director No: 6, Moores Road, Chennai 600 006 Dr. Salim J Thomas Promoter Director No: 18, Ethiraj Salai, Egmore, Chennai 600 105
Shareholders Category Total No. of Shares Held %age of shares held
Promoters:
Dr. K C Reddy 8,000 33.34%
Dr. C M Thiagarajan 8,000 33.33%
Dr. Salim J Thomas 8,000 33.33%
Total Equity Shares 24,000 100%
Regulation 7(1) of Chapter II of SEBI (SAST) Regulations, 1997 within the due date regarding the purchase of 5,00,000 equity shares in the Target Company. This is as per the information provided by Madras Stock Exchange Limited.
9. The Persons Acting in Concert are not in the Board of either target company or any other listed companies.
10. Profit and Loss Statement
(Rs. in lacs)
Balance Sheet Statement (Rs. in lacs)
(In Rupees)
Particulars 31.03.2003
(Audited)
31.03.2002
(Audited)
31.03.2001
(Audited)
Income from Operations 250.64 224.94 197.82
Other Income 9.24 6.34 4.52
Total Income 259.89 231.31 202.34
Total Expenditure 238.05 212.73 190.39
Profit Before Depreciation, Interest and Tax 21.84 18.58 11.95
Depreciation 3.17 3.06 2.12
Interest 0.00 0.00 0.00
Profit Before Tax 18.67 15.52 9.83
Provision for Tax 6.53 4.91 3.61
Profit After Tax 12.14 10.61 6.22
Particulars 31.03.2003 (Audited)
31.03.2002
(Audited)
31.03.2001
(Audited)
Sources of funds Paid up share capital 2.40 2.40 2.40
Reserves and Surplus 56.14 41.61 31.00
Networth 58.54 44.01 33.40
Secured Loans 0.00 0.00 0.00
Unsecured Loans 0.00 0.00 0.00
Total 58.54 44.01 33.40
Uses of funds
Net fixed assets 19.52 22.24 17.46
Investments 0.00 0.00 0.00
Net current assets 39.02 21.77 15.94
Total miscellaneous expenditure not written off
0.00 0.00 0.00
Total 58.54 44.01 33.40
Other Financial Data 31.03.2003
(Audited)
31.03.2002
(Audited)
31.03.2001
(Audited)
Dividend 0.00 0.00 0.00
Earnings Per Share (Rs.) 50.58 44.19 25.93
Return on Net Worth (%) 21.62% 24.09% 18.63%
Book Value Per Share (Rs.) 234.00 183.37 139.18
11. M/s. Madras Medical Care & Health Centre Pvt. Ltd. has not promoted any company since its incorporation.
12. Dr. K C Reddy, aged about 61 years is residing at No:115, St. Mary’s Road, Alwarpet, Chennai 600 018 is a General Surgeon trained in Urology in UK and holding a degree of M S (General Surgery) from the University of Edinburgh in 1979. He is a specialist in transplant surgery. The Net Worth of Dr. K C Reddy as on 31.03.2003 is Rs.150.90 Lakhs as certified by Mr. G Vaidyanathan of M/s. G V N Shankar & Co, Chartered Accountants, (Membership No: 1100) A-3, Gayathri, No: 56, Warren Road, Mylapore, Chennai 600 004.
Dr. C M Thiagarajan, aged about 59 years is residing at No: 6, Moores Road, Chennai 600 006 is a Nephrologist trained in Christian Medical College, Vellore. Qualified MD in 1974 from Madras Medical College and MNAMS in 1982 from National Board of Examinations. He has served as an Assistant Professor of Medicine at the Madras Medical College and has been in private practice in Chennai as Nephrologist since 1982. The Net Worth of Dr. C M Thiagarajan as on 31.03.2003 is Rs.128.68 Lakhs as certified by Mr. L Saravanan, Chartered Accountant, (Membership No: 211052), No: 85/2, Thiruvalluvarpuram II Street, Choolaimedu, Chennai 600 094.
Dr. Salim J Thomas, aged about 55 years is residing at No: 18, Ethiraj Salai, Egmore, Chennai 600 105 is a General Surgeon trained in Surgical Oncology. He has qualified MBBS in 1970 and MS (General Surgery) in 1976 from the University of Pune. He has also qualified MNAMS in 1979 from National Board of Examinations. He has been in private practice as a Surgical Oncologist accredited to Apollo Speciality Hospitals. The Net Worth of Dr. Salim J Thomas as on 31.03.2003 is Rs.210.00 Lakhs as certified by Ms. Niranjana Rao, Chartered Accountant, (Membership No: 208706) of M/s. Kurien & Co, Chartered Accountants, 1-C, Queen’s Court, No: 6/102, Montieth Road, Egmore, Chennai 600 008.
13. Disclosure in terms Regulation 16 (ix)
Object and purpose of the acquisition of the shares and future plan:
The acquisition is to comply with the regulations of SEBI (SAST) Regulations, 1997 for the purpose of consolidation of holdings.
The acquirer undertakes that they will not sell, dispose of or otherwise encumber any substantial asset of the target company in the succeeding two years except with the prior approval of the shareholders.
14. Declaration in terms of Regulations 21(3)
As a consequence of this offer, the public shareholding in M/s. Devaki Hospital Limited will not be reduced to 10% or less of the voting capital of M/s. Devaki Hospital Limited. Hence the provisions relating to delisting of the shares of M/s. Devaki Hospital Limited are not applicable.
15. The consideration is to be paid by the acquirer by cash
ANNEXURE II
STATUS OF COMPLIANCE WITH THE PROVISIONS OF CHAPTER II OF THE TAKEOVER REGULATIONS
(1) By the acquirer:
The acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.) being a Private Limited Company, the provisions of disclosure requirements under Chapter II (excepting Regulation 7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 is not applicable.
The acquirer company (M/s. Madras Medical Care & Health Centre Pvt. Ltd.) has purchased 5,00,000 equity shares representing 10.21% of voting capital of M/s. Devaki Hospital Limited. The same has been informed to Madras Stock Exchange Limited and The Stock Exchange, Mumbai on 19.05.2003 to comply with the provision of Regulation 7(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
(2) By the Target Company:
Note: SEBI is in the process of initiating suitable action under section 15A(b) of SEBI Act, 1992 against the target company for alleged non compliance with relevant provisions of Chapter II of the Regulations.
Sl.No. Regulation/
Sub-Regulation
Due Date for Compliance as
mentioned in the regulation
Actual Date of Compliance
Delay, if any
(in no of days)
Col 4 - Col-3
Remarks
(1) (2) (3) (4) (5) (6)
1 6(2) 20.05.1997 03.04.2003 *
Please refer note
2 6(4) 20.05.1997 03.04.2003 *
3 8(3) 30.04.1998 03.04.2003 *
4 8(3) 30.04.1999 03.04.2003 *
5 8(3) 30.04.2000 03.04.2003 *
6 8(3) 30.04.2001 03.04.2003 *
7 8(3) 30.04.2002 03.04.2003 *
8 8(3) 30.04.2003 26.05.2003 26 days
9 7(3) Not Filed
FORM OF ACCEPTANCE-CUM ACKNOWLEDGEMENT
THIS DOCUMET IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Please send this Form with enclosures to the Registrars to the Offer at their address given below
From Offer Opens On : 19.11.2003
Offer Closes On : 18.12.2003
To
Cameo Corporate Services Limited
(Unit: M/s. Devaki Hospital Limited - Open Offer)
“Subramanian Building”
No: 1, Club House Road
Chennai 600 002
Dear Sirs,
SUB: Open Offer for purchase of 19,58,160 Equity Shares of M/s. Devaki Hospital Limited representing 40% of its voting capital at an Offer Price of Rs.11.00 per fully paid up equity share by M/s. Madras Medical Care & Health Centre Pvt. Ltd. (Acquirer).
I/we refer to the Letter of Offer dated 07.11.2003 for acquiring the equity shares held by me/us in M/s. Devaki Hospital
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 accept the offer and enclose the original share certificate(s) and duly signed transfer deeds in respect of my/our shares as detailed below:
Ledger Folio No. __________________ No. of Share Certificate ____________
(Please attach an additional sheet of paper and authenticate the same, if the above space is insufficient)
I/We confirm that the equity shares of M/s. Devaki Hospital Limited, which are being tendered herewith by me/us under this Offer, are free from liens, charges and encumbrances of any kind whatsoever.
I/ We note and understand that the share holders who have accepted the offer by tendering the requisite documents, in terms of the Public announcement/Letter of Offer, shall have the option to withdraw acceptance tendered by him up to three working days i.e. 15.12.2003 (Monday), prior to the date of closure of the offer.by submitting an application on plain paper along with relevant details.
I/ We note and understand that the original share certificate(s), valid share transfer deed(s) will be held in trust for me/us by Registrar to the Offer until the time the Acquirer gives the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer will pay the purchase consideration only after verification of the documents and signatures.
I/ We authorize the Acquirer to accept the shares so offered which they may decide to accept in consultation with the Merchant Banker and in terms as of the Letter of Offer and I/We further authorize the Acquirer to return to me/us, the equity share certificate(s) in respect of which the Offer is not found valid/not accepted, specifying the reasons thereof.
Sr. No. Certificate No.
Distinctive no.
From: To:
Number of shares
Total no. of Shares
I/ We authorize the Acquirer to send by registered post the cheque/ demand draft/pay order, in settlement of the amount to the sole/first holder at the address mentioned below:
Note: i. In case of joint holdings all must sign. ii. A Corporation must affix its common seal.
Place: Date:
So as to avoid fraudulent encashment in transit, the shareholder(s) may provide details of Bank Account of the sole/first shareholder and the consideration cheque/ demand draft/pay order will be drawn accordingly.
Permanent Account No.(PAN/GIR No.) allotted under the Income Tax Act, 1961, is as under:
----------------------------------------------Tear along this line-----------------------------------------------------------
App No. Acknowledgement slip (To be filled in by the shareholder)
Folio - (For Shares tendered against open offer made by M/s. Madras Medical Care & Health Centre Pvt. Ltd.,
Received from Mr./Ms./M/s____________ Stamp of Registrar
Address ____________________________ Date of receipt
Folio No. :__________________________ Signature of Officer
Holder(s) Full Names(s) of the Holder(s)
Address Signatures
Sole/First Second Third
Name of the Bank Branch Savings/ Current A/c no. City
Sole / First Holder Second Holder Third Holder
PAN/GIRNo.
No. of Share certificates enclosed _______ Certificate No.___________
Total number of Share(s) enclosed _______________________________
Note: All future correspondence, if any, should be addressed to Registrars to the Offer.
PLEASE USE THIS FORM ONLY IF YOU HAVE TENDERED
THE SHARES AND WISH TO WITHDRAW YOUR APPLICATION
From
To
You have an “Option to Withdraw” the acceptance OFFER SCHEDULE
tendered in response to the offer any time up to
three working days prior to the date of closure OFFER OPENS ON : 19.11.2003
i.e. on or before 15.12.2003. In case you wish to LAST DATE OF WITHDRAWAL : 15.12.2003
withdraw your acceptance, please use this form OFFER CLOSES ON : 18.12.2003
FORM OF WITHDRAWAL
Cameo Corporate Services Limited
(Unit: M/s. Devaki Hospital Limited)
“Subramanian Building”
No:1, Club House Road
Chennai 600 002
Dear Sir,
SUB: Open Offer for purchase of 19,58,160 Equity Shares of M/s. Devaki Hospital Limited representing 40% of its voting capital at an Offer Price of Rs.11.00 per fully paid up equity share by M/s. Madras Medical Care & Health Centre Pvt. Ltd. (Acquirer).
I/we refer to the Letter of Offer dated 07.11.2003 for acquiring the equity shares held by me/us in M/s. Devaki Hospital 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/xerox copy of delivery instruction slip as detailed below:
(Please enclose the Xerox copy of Acknowledgement received for ‘Form of Acceptance’)
(Please attach an additional sheet of paper and authenticate the same, if the above space is insufficient)
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 authorise 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 Merchant Banker and in terms of the Letter of Offer and,
Sr. No. Certificate No.
Distinctive no.
From: To:
Number of shares
Total no. of Shares
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:
For shares in Demat Form
DP Name DP ID Client ID No. of shares Name of Beneficiary
Yours faithfully,
Signed
Address of First/ Sole Shareholder
Place: Date:
Note: In case of joint holdings, all holders must sign. A corporation must affix its common seal.
------------------------------------------------------TEAR HERE -----------------------------------------------------------
FULL NAME (S) SIGNATURE (S)
First/ Sole Shareholder Second Shareholder Third Shareholder
Folio No.: Sl. No.: (Acknowledgment Slip)
Cameo Corporate Services Limited
“Subramanian Building”
No:1, Club House Road
Chennai 600 002
Received from Mr./Ms. _______________________________________
Address ___________________________________________________
Form of Withdrawal in respect of ________ Number of share certificates
Representing ____________ number of shares
Signature of Stamp of
Official and Registrar
Date of receipt to the offer
