DR.AGARWAL’S EYE HOSPITAL LIMITED (THE “TARGET … · Acquirers Dr.J.Agarwal,...

REGISTRAR TO THE OFFERMERCHANT BANKER TO THE OFFER

Karvy Investor Services Limited

“Karvy House”, 46, Avenue 4,

Street No.1,Banjara Hills, Hyderabad - 500 034

Tel: +91 40 2337 4714/2332 0752,

Fax: +91 40 2337 4714

e-mail: [email protected].

Website: www.karvy.com

Contact Person: Mr.T.R.Prashanth Kumar

LETTER OF OFFER (“Letter of Offer”/ “LOO”)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as Equity Shareholder(s) of Dr.Agarwal’s Eye Hospital Limited. If you require any clarifications

about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer or Registrars

to the Offer. In case, you have sold your Equity Shares in Dr.Agarwal’s Eye Hospital Limited, please hand over this Letter of

Offer, the accompanying Form of Acceptance-cum-Acknowledgement, Form of Withdrawal and Transfer Deed to the purchaser

of the Equity Shares or the member of stock exchange through whom the said sale was effected.

CASH OFFER BY

Dr.J.Agarwal, Dr.(Mrs).T.Agarwal, Dr.Athiya Agarwal, Dr.Adil Agarwal, Dr.Anosh Agarwal

(“THE ACQUIRERS”)

all of whom reside at 19, Cathedral Road, Chennai-600086 Tel No: +91 44 28113704

and Persons acting in concert with them

Dr. Agarwal’s Eye Institute Private Limited, Dr. Sunita Agarwal, Dr. Ashvin Agarwal; Mr. Ashar Agarwal, Mrs. Saroj Bala,

Dr. R R Sasikanth, Mr. Pankaj Sondhi and Dr. Amar Agarwal

to the existing shareholders of

DR.AGARWAL’S EYE HOSPITAL LIMITED (THE “TARGET COMPANY”/ “ DAEHL”)Registered Office: 19, ( Old No.13) Cathedral Road, Chennai-600086,

Tel No.:+91-44-28116233,28112592 Fax No: +91-44-28115871.to acquire upto 9,00,000 equity shares of Rs.10/- each representing 20% of the outstanding voting equity share capital at a price of Rs..43.10per fully paid up equity share payable in cash in terms of Regulation 20 and Regulation 21 of Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeover) Regulations, 1997 and subsequent amendments thereto.

The Offer is being made pursuant to Regulation 11(1) of the Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.

The Offer is subject to the Acquirers and PACs obtaining approval from the RBI under Foreign Exchange Management

Act, 2000 for acquiring equity shares tendered by non-resident shareholders including NRI(s), OCB(s) and FII(s).

As on the date of this Letter of Offer, there are no other approvals, statutory or otherwise required under the Companies

Act, 1956, Monopolies and Restrictive Trade Practices Act, 1969 and or any other applicable laws and from any bank/

financial institutions for the said acquisition required to implement this Offer.

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, Thursday, 19 April 2007) prior to the date of the

closure of the offer (i.e., Tuesday, 24 April, 2007). The Acquirers are permitted to revise the Offer Price of Equity Shares

upward any time up to seven working days prior to the date of the closing of the Offer. If there is any upward revision in

the Offer Price of Equity Shares by the Acquirers till the last date of revision viz., Friday,13 April, 2007 or in case of

withdrawal of the Offer, the same would be informed by way of a Public Announcement in the newspapers mentioned

in Clause 3.2.5 of this Letter of Offer and the same revised price would be payable by the Acquirers to all shareholders

who tendered their Equity Shares at any time during the Offer and which are accepted by the Acquirers under the Offer.

The Offer is not subject to minimum level of acceptance.

The procedure for acceptance is set out in clause 12 of this Letter of Offer

There has been no competitive bid in respect of this Open Offer announced by the Acquirers till the date of this

Letter of Offer.

The Public Announcement, this Letter of Offer (including Form of Acceptance-cum-Acknowledgement and Form of Withdrawal)

are available on SEBI’s website (www.sebi.gov.in).

Integrated Enterprises (India) Ltd

II nd Floor, ‘Kences Towers’

No.1, Ramakrishna Street,

North Usman Road,

T.Nagar, Chennai-600017.

Tel: +91-44-28140801-03 Fax: 28142479

e-mail: [email protected]

Contact Person: Mr Suresh Babu

OFFER OPENS ON: Thursday, 5 April 2007 OFFER CLOSES ON: Tuesday, 24 April 2007

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SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER

ACTIVITY ORIGINAL SCHEDULE REVISED SCHEDULE

Public Announcement (PA) Thursday, 15 February, 2007 Not applicable

Specified Date (for the purpose of determining Friday, 09 March, 2007 Friday, 09 March, 2007

the names of shareholders to whom the Letter of

Offer would be sent)

Last date for a Competitive Bid Thursday, 8 March, 2007 Thursday, 8 March, 2007

Date by which Letter of Offer will be Friday, 30 March, 2007 Friday, 30 March, 2007

posted to shareholders

Date of Opening of the Offer Monday, 09 April, 2007 Thursday, 5 April 2007

Last date for revising the Offer Price Wednesday, 18 April, 2007 Friday, 13 April 2007

Last date of withdrawal of tendered Tuesday, 24 April, 2007 Thursday, 19 April 2007

application by the shareholders of DAEHL

Date of Closing of the Offer Saturday, 28 April, 2007 Tuesday, 24 April 2007

Date by which acceptance/rejection under the Offer Saturday, 12 May, 2007 Tuesday, 08 May 2007

would be intimated and the corresponding payment

for the acquired Equity Shares and/or the unaccepted

Equity Shares/Share Certificate(s) will be

dispatched /credited

RISK FACTORS

Relating to the transaction

The transaction is a preferential allotment of shares to the Acquirers. These shares are still in the process of being listed on

BSE & MSE Other than this there is no other risk with the transaction.

Relating to the proposed offer

1. Transfer of equity shares received from NRI shareholders under the offer is subject to receipt of RBI approval for the

same.

2. If the aggregate of the valid responses to the offer exceeds offer size, then the Acquirers shall accept the valid applications

received on a proportionate basis in accordance with Regulation 21(6) of the Regulations.

In associating with the Acquirers

The Acquirers are the promoters of the Company and as such there is no change in control.

CONTENTS

Sr. No. Description Page No.

1 Definitions & Risk Factors 2 - 3

2 Disclaimer Clause 4

3 Details of the Offer 4

4 Rationale for the Acquisition and Offer 5

5 Background of the Acquirers 5

6 Statutory /Other Approvals required for the Offer 10

7 Option to the Acquirer in terms of Regulation 21(3) 10

8 Background of the Target Company 10

9 Offer Price 20

10 Financial Arrangement for the Offer 22

11 Terms and Conditions of the Offer 23

12 Procedure for Acceptance and Settlement of the Offer 24

13 General 26

14 Documents For Inspection 27

15 Declaration by the Acquirers 28

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1. DEFINITIONS

Acquirers Dr.J.Agarwal, Dr.(Mrs).T.Agarwal,Dr.Athiya Agarwal, Dr.Adil Agarwal,Dr.Anosh Agarwal

Board Board of Directors

BSE The Bombay Stock Exchange Limited

BV Book Value

CDSL Central Depository Services (India) Ltd.

DP or Depository Participant Integrated Enterprises (India) Ltd

DOMS Diploma In Ophthalmology, Master In Surgery

EPS Earning per share

FEMA The Foreign Exchange Management Act, 2000, and subsequentamendments thereof.

FII(s) Foreign Institutional Investors registered with SEBI

FOA or Form of Acceptance Form of Acceptance-cum-Acknowledgement accompanying this Letter ofOffer

FICS Fellow Of The International College Of Surgeons

F.O.R.C.E Federation Of Ophthalmic Research & Education Centre

F.R.S.H Fellow of the Royal Society of Health

FOW or Form of Withdrawal Form of Withdrawal accompanying this Letter of Offer

FY Financial Year

Ltd. Limited

Letter of Offer/LOO This Letter of Offer

Manager or Manager to the Offer or Karvy Karvy Investor Services Limited

MBBS Bachelor of Science Bachelor of Medicine

M.D Doctor of Medicine

MSE Madras Stock Exchange Limited

NRI(s) Non-Resident Indians

Non-Resident Shareholders NRIs’, OCBs’ and FIIs’ holding the Equity Shares of DAEHL

NSDL National Securities Depository Limited

OCB(s) Overseas Corporate Bodies

Offer or Open Offer Open Offer to acquire 9,00,000 equity shares of Rs. 10/- each representing20% of the outstanding voting equity share capital of DAEHL at a price ofRs.43.10 per share

Offer Period From Thursday 05, April, 2007 to Tuesday, 24 April, 2007

Offer Price Rs.43.10 per fully paid up Equity Share Rs.10 each of DAEHL

PACs Dr. Agarwal’s Eye Institute Private Limited, Dr. Sunita Agarwal, Dr. AshvinAgarwal; Mr. Ashar Agarwal, Mrs. Saroj Bala, Dr. R R Sasikanth, Mr. PankajSondhi and Dr. Amar Agarwal

Person eligible to participate in the Offer Equity shareholders of DAEHL (other than the Acquirers and PACs) whosenames appear on the Register of Members of DAEHL at the close of thebusiness hours on Friday, 09 March, 2007 (the “Specified Date”) and alsoto those persons who own the shares at any time prior to the closure of theOffer, but are not the registered equity shareholders

Pvt. Private

Public Announcement or PA Public Announcement for the Open Offer issued on behalf of the Acquirerson Thursday, 15 February, 2007

Registrars or Registrars to the Offer/ IEL Integrated Enterprises (India) Ltd

RBI Reserve Bank of India

RoNW Return on Net Worth

The Regulations/SEBI (SAST) Regulations SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997and subsequent amendments thereof.

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992, and subsequentamendments thereof.

Specified Date Friday, 09 March, 2007

DAEHL/Target Company/the Company Dr. Agarwal’s Eye Hospital Limited

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2. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN

ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY

SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF

OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN

CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF

DAEHL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY

RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS, OR THE COMPANY WHOSE

EQUITY 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 ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND

DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS

EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIR

RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, KARVY INVESTOR SERVICES

LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 20 FEBRUARY, 2007 TO SEBI IN

ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS

1997 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT,

HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY

CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

3 DETAILS OF THE OFFER

3.1 Background to the offer

3.1.1 This offer is being made to the equity shareholders of the Dr.Agarwal’s Eye Hospital Limited (hereinafter

referred to as “Target Company”/” DAEHL”) by Dr.J.Agarwal, Dr.(Mrs) T.Agarwal, Dr.Athiya Agarwal, Dr.Adil Agarwal,

Dr.Anosh Agarwal (hereinafter referred to as “Acquirers”) and Persons Acting in Concert with the Acquirers namely

Dr. Agarwal’s Eye Institute Private Limited, Dr. Sunita Agarwal, Dr. Ashvin Agarwal; Mr. Ashar Agarwal, Mrs. Saroj

Bala, Dr. R R Sasikanth, Mr. Pankaj Sondhi and Dr. Amar Agarwal. The Acquirers and PACs hold 25,93,788 equity

shares representing 57.64% of the post preferential fully paid up voting equity share capital of DAEHL as on the

date of the PA. The Acquirers also form part of the promoters of DAEHL.

3.1.2 The Board of Directors of the Target Company has issued and allotted on preferential basis 12,50,000 fully

paid-up equity shares of Rs. 10/- each of the Target Company representing 27.78% of the post preferential fully

paid-up voting equity share capital of the Target Company for cash at a price of Rs.42.88/-per share including

premium of Rs.32.88/- aggregating to Rs.5,36,00,000/-(“Preferential Issue”) to the Acquirers in accordance with the

Guidelines for Preferential Issues of SEBI (Disclosure and Investor Protection) Guidelines, 2000 and the subsequent

amendments thereto (“Guidelines”).

The Preferential Issue has been duly authorised by a resolution passed by the Board of Directors of the Target

Company at its meeting held on 27 December, 2006 and by a special resolution under section 81(1A) of the Companies

Act, 1956 and other applicable provisions, passed by the shareholders of the Target Company at the Extraordinary

General Meeting (“EGM”) of the shareholders of the Target Company held on 27 January, 2007 authorising the

Board of Directors of the Target Company to issue and allot the above equity shares. Pursuant to the subscription

money received from the Acquirers, the Board of Directors of the Target Company allotted 12,50,000 fully paid-up

equity shares representing 27.78% of the post preferential fully paid up voting equity share capital to the Acquirers

on 10 February, 2007, The said equity shares will be subject to “lock-in” as per the Guidelines. The Company has

received in-principle approval from BSE and MSE vide letters dated 7th February 2007 and 9th February 2007

respectively for the preferential allotment.

3.1.3 The Offer to the shareholders of the Target Company is being made consequent to the Preferential Issue, by

the Acquirers, and is being made in accordance with Regulation 11(1) of the SEBI (SAST) Regulations to consolidate

their holding in DAEHL.

3.1.4 Prior to the aforementioned Preferential Issue the Acquirers held 4,72,275 Equity Shares of the Target Company

forming 14.53% of the equity share capital of the Target Company. Upon the allotment of 12,50,000 equity shares,

the Acquirers hold 17,22,275 Equity Shares forming 38.27% of the post preferential fully paid-up voting equity share

capital of the Target Company and PACs hold 8,71,513 Equity Shares representing 19.37% of the post preferential

fully paid up voting equity share capital of the Target Company..

3.1.5 As on the date of the PA, the promoters of DAEHL together hold 25,93,788 Equity Shares representing

57.64% of the post preferential fully paid-up equity capital of DAEHL.

3.1.6 The Acquirers and PACs have not acquired or sold any shares of DAEHL from the date of PA till the date of

Letter of Offer.

3.1.7 The Acquirers, PACs and the Target Company have not been prohibited by SEBI from dealing in securities, in

terms of directions under Section 11B of SEBI Act or under any of the regulations made under the SEBI Act.

5

3.2 The Offer

3.2.1 The Acquirers are making an offer to the shareholders of DAEHL to acquire 9,00,000 fully paid-up Equity

Shares of Rs. 10/- each of DAEHL (“Equity Shares”), representing 20% of the outstanding voting equity share

capital (post Preferential Issue) of DAEHL, at a price of Rs.43.10/- per fully paid-up Equity Share (the “Offer Price”)

payable in cash in terms of Regulation 20 and 21 of the Regulations (the “Offer” or “Open Offer”). The Offer is in

accordance with Regulation 11(1) of the Regulations, consequent to the Preferential Issue referred to in clause

3.1.2 above resulting in consolidation of holding by the Acquirers. There are no partly paid-up shares of DAEHL.

3.2.2 The highest and the average price at which the Acquirers have acquired equity shares of DAEHL during the 12

months preceding the date of this PA (other than through preferential issue as stated above) are Rs 41 and Rs 35.49

respectively.

3.2.3 The Offer is not conditional on any minimum level of acceptance.

3.2.4 This is not a Competitive Bid.

3.2.5 The PA, dated 15 February, 2007 as per Regulation 15(1) of the Regulations, was made in the following

newspapers:

Newspaper Language Edition

Financial Express English All Editions

Janasatta Hindi All Editions

Makkal Kural Tamil All Editions

A copy of the PA is also available on SEBI’s website (www.sebi.gov.in).

If there is any upward revision in the Offer Price of Equity Shares by the Acquirers till the last date of revision viz.,

Friday, 13 April, 2007 or in case of withdrawal of the Offer, the same would be informed by way of a public

announcement in the newspapers in which the original PA was published on 15 February, 2007 and the same

revised price would be payable by the Acquirers to all shareholders who tendered their Equity Shares at any time

during the Offer and which are accepted by the Acquirers under the Offer.

The Offer is subject to the terms and condition set out herein in the Letter of Offer.

This Offer is subject to receipt of the statutory approvals mentioned in clause 6 of this LOO. In terms of Regulation

27 of the Regulations, if the statutory approvals are refused, the Offer would stand withdrawn.

3.2.6 The Equity Shares tendered and accepted pursuant to the Offer will be acquired by the Acquirers. The Equity

Shares will be acquired by the Acquirers free from all liens, charges and encumbrances and together with all rights

attached thereto, including the right to all dividends, bonus and rights offer declared hereafter.

3.2.7 As on the date of the LOO, the Manager to the Offer does not hold any shares in the Target Company.

4. RATIONALE FOR THE ACQUISITION AND OFFER

4.1 Presently the Acquirers are in the management control of DAEHL and this Offer to the shareholders of DAEHL is

being made pursuant to Regulation 11(1) of the Regulations consequent to the Preferential Issue of equity shares to

the Acquirers as explained in clause 3.1.2 above resulting in consolidation of holding in DAEHL. DAEHL after

setting up operations successfully in Tamil Nadu and Jaipur, is embarking on an expansion program to increase its

network of hospitals in and around Chennai besides upgradation and renovation of its flagship facility at Chennai.

The proceeds of the preferential issue is to be used to fund these plans and to augment the long term working

capital of the company.

4.2 To the extent required and to optimize the value to all shareholders, the Acquirers may, subject to applicable

shareholders’ consent, propose any compromise or arrangement, reconstruction, restructuring, merger, rationalizing

and/or streamlining of various operations, assets, liabilities, investments, businesses or otherwise of DAEHL. The

Board of Directors of DAEHL will take appropriate decisions in these matters. The Acquirers do not have any plan to

dispose off or otherwise encumber any asset of DAEHL in the next two years except in the ordinary course of

business of DAEHL and except to the extent mentioned above. However, the Acquirers undertake that they shall not

sell, dispose off or otherwise encumber any substantial assets of DAEHL except with the prior approval of the

shareholders ofDAEHL and in accordance with and subject to applicable laws, permissions, consents, if any.

5. BACKGROUND OF THE ACQUIRERS

5.1. Dr J. Agarwal, aged 77 years, FICS, DOMS, F.O.R.C.E, residing at New 19, Cathedral Road, Chennai-600086,

Tel No: 044-28113704, is an Ophthalmologist and eye surgeon. He has about five decades of experience in the field

of Ophthalmology. He is the Chairman of DAEHL and has been on its the Board of Directors since inception in 1994.

He is a pioneer in propagating eye donation in India. He was awarded the Padma Bhushan award in 2006 for his

contribution to the field of medicine. He has presented papers in various conferences.

6

Prior to the Preferential issue as mentioned in clause 3.1.2 he held 1,58,900 Equity Shares of Rs.10/- each

representing 4.89% of the total paid up share capital of DAEHL. After the preferential issue he holds 3,15,150 Equity

Shares of Rs.10/- each representing 7.00% of the total paid up share capital of DAEHL.

Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide

certificate dated 27 March, 2007 that the networth of Dr J. Agarwal as on 15 February, 2007 was Rs.302.16 lakhs.

Other than DAEHL he is a member of the Board of the following unlisted companies: Dr.Agarwal’s Pharma Ltd,

Dr.Agarwal’s Eye Institute P Ltd., and Maya Furniture P Ltd.

5.2 Dr (Mrs) T Agarwal, FICS, DO, F.O.R.C.E, aged 75 years, residing at 19, Cathedral Road, Chennai-600086 Tel No:

044-28113704, has about five decades of experience in the field of ophthalmology. She has been on the Board of

Directors of DAEHL since inception in 1994. She along with her husband Dr J. Agarwal has authored two books

namely “Vitreous Surgery” and “Care of Eyes”. She has presented papers in National and International conferences.

Prior to the Preferential issue as mentioned in clause 3.1.2 she held 1,59,700 Equity Shares of Rs.10/- each

representing 4.91% of the total paid up share capital of DAEHL. After the preferential issue she holds 3,15,950

Equity Shares of Rs.10/- each representing 7.02% of the total paid up share capital of DAEHL.


certificate dated 27 March, 2007 that the net worth of Dr (Mrs) T Agarwal as on 15 February, 2007 was Rs.285.22

lakhs.

Other than DAEHL she is a member of the Board of the following unlisted companies: Dr.Agarwal’s Pharma Ltd,

Dr.Agarwal’s Eye Institute P Ltd., and Maya Furniture P Ltd.

5.3 Dr Athiya Agarwal, MD (PATH), F.R.S.H, LONDON, D.O aged 52 years, residing at 19, Cathedral Road, Chennai-

600086 Tel No: 044-28113704, is one of the leading anterior segments surgeon and ocular pathologists in India.

She has about three decades of experience. She was trained in the Moorfields Eye Hospital in London. She has

presented papers in various national and international conferences. She is involved in the activities of the All India

Ophthalmologic Society and conducts instruction courses.

Prior to the Preferential issue as mentioned in clause 3.1.2 she held 37,400 Equity Shares of Rs.10/- each representing

1.15% of the total paid up share capital of DAEHL. After the preferential issue She holds 3,49,900 Equity Shares of

Rs.10/- each representing 7.78% of the total paid up share capital of DAEHL.


certificate dated 27 March, 2007 that the networth of Dr Athiya Agarwal as on 15 February, 2007 was Rs.257.83

lakhs.

Other than DAEHL she is a member of the Board of the following unlisted companies: Dr.Agarwal’s Pharma Ltd,

and Dr.Agarwal’s Eye Institute P Ltd.

5.4 Dr Adil Agarwal, MBBS, aged 24 years, residing at 19, Cathedral Road, Chennai-600086 Tel No: 044-28113704,

has about one year’s experience in the medical field. He has been on the Board of the Company since 28 March,

2005 and has been contributing to the Company by his knowledge in the medical field.

Prior to the Preferential issue as mentioned in clause 3.1.2 he held 65,175 Equity Shares of Rs.10/- each representing

2.01% of the total paid up share capital of DAEHL. After the preferential issue He holds 3,77,675 Equity Shares of



certificate dated 27 March, 2007 that the networth of Dr Adil Agarwal as on 15 February, 2007 was Rs.238.42 lakhs.

Other than DAEHL he is not a member of the Board of any other company.

5.5 Dr Anosh Agarwal, MBBS, aged 23 years, residing at 19, Cathedral Road, Chennai-600086 Tel No: 044-28113704

has been contributing to the company by his knowledge in medical field.

Prior to the Preferential issue as mentioned in clause 3.1.2 he held 51,100 Equity Shares of Rs.10/- each representing

1.57% of the total paid up share capital of DAEHL. After the preferential issue He holds 3,63,600 Equity Shares of



certificate dated 27 March, 2007 that the net worth of Dr Anosh Agarwal as on 15 February, 2007 was Rs.244.58

lakhs.

He is not a member of the Board of any Company.

5.6 Dr J. Agarwal and Dr (Mrs) T Agarwal are husband and wife and the grand parents of Dr Anosh Agarwal and Dr Adil

Agarwal. Dr Athiya Agarwal is their daughter-in-law and the mother of Dr Anosh Agarwal and Dr Adil Agarwal.

5.7 The Acquirers have not been prohibited by SEBI from dealing in securities, in terms of directions issued under

Section 11B of the SEBI Act, 1992, as amended (the “SEBI Act”) or under any other regulation made under the SEBI

Act.

7

5.8 The Acquirers have duly complied with the provisions of Chapter II of the SEBI (SAST) Regulations.

5.9 Details of earlier acquisitions made by the Acquirers who also form part of the promoters in DAEHL:

5.10 Other Companies promoted by the Acquirers are as under:

Sl. No. Name of the Acquirer Companies Promoted

1 Dr J Agarwal Dr. Agarwal’s Pharma Limited

Dr. Agarwal’s Eye Institute Private Limited

Maya Furniture Private Limited

2 Dr (Mrs.) T Agarwal Dr. Agarwal’s Pharma Limited


Maya Furniture Private Limited

3 Dr Athiya Agarwal Dr. Agarwal’s Pharma Limited


4 Dr Adil Agarwal Dr. Agarwal’s Pharma Limited

5 Dr Anosh Agarwal Dr. Agarwal’s Pharma Limited

5.11 Background of the Persons Acting in Concert

5.11.1. The names, addresses and phone numbers of PAC’s are given as under:-

S No Name Address Phone Number

1 Dr.Amar Agarwal 19, Cathedral Road, Gopalapuram, Chennai 86 044-28112811

Dr.Sunita Agarwal

Mr.Pankaj Sondhi

Dr.Ashvin Agarwal

Mr.Ashar Agarwal

Mrs.Saroj Bala

2 Dr.R.R.Sasikanth 17, Besant Avenue Salai, Adyar, Chennai - 20 9841012469

3 Dr.Agarwal’s Eye Institute P Ltd. 19, Cathedral Road, Gopalapuram, Chennai - 86 044-28112959

Dr.Amar Agarwal is the son of Dr.J.Agarwal.

Dr.Sunita Agarwal is the daughter of Dr.J.Agarwal

Mr.Pankaj Sondhi is the son-in-law of Dr.J.Agarwal

Dr.Ashvin Agarwal & Mr.Ashar Agarwal are the grandsons of Dr.J.Agarwal

Mrs.Saroj Bala is the Sister-in-law of Dr.J.Agarwal

Dr.R.R.Sasikanth is the Director of Dr.Agarwal’s Eye Hospital Ltd

Dr.Agarwal’s Eye Institute P Ltd. is private limited company in which the core promoters of Dr.Agarwal’s Eye Hospital Ltd.,

are directors.

5.11.2 Shares held by the PACs are as under:-

S.No Name of the PAC Shares held

1 Dr.Amar Agarwal 153813

2 Dr.Sunita Agarwal 145700

3 Mr.Pankaj Sondhi 100

4 Dr.Ashvin Agarwal 51100

5 Mr.Ashar Agarwal 51300

6 Mrs.Saroj Bala 15700

7 Dr.Sasikanth 2000

8 Dr.Agarwal’s Eye Institute P Ltd 451800

5.11.3 The PAC’s have not entered into any agreement with regard to the offer / acquisition of shares.

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5.11.4. The Principal areas of business and relevant experience of the PACs:

5.11.4a. Dr.Amar Agarwal aged 47 years is a MS, FRCS, FC(OPTHLON) and specializes in Vitreo retinal surgery. And is anOphthalmologist by profession. He is the joint-managing Director of Dr.Agarwal‘s Eye Hospital Limited.

Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr Amar Agarwal as on 15 February, 2007 was Rs.190.04 lakhs.

5.11.4b. Dr.Sunita Agarwal aged 47 years is MBBS, DO, M.S.,F.S.V.H., F.R.S.H. She is an Ophthalmologist by profession formore than two decades.

Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr Sunitha Agarwal as on 15 February, 2007 was Rs.71.28 lakhs.

5.11.4c. Mr.Pankaj Sondhi, B.A aged 37 years is a Bachelor in Arts.

Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Mr Pankaj Sondhi as on 15 February, 2007 was Rs.0.28 lakhs.

5.11.4d. Dr.Ashvin Agarwal aged 24 years is MBBS and a Profession by Doctor who is also currently pursuing MS.

Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr. Ashvin Agarwal as on 15 February, 2007 was Rs.27.21 lakhs.

5.11.4e. Mr.Ashar Agarwal aged 22 years is currently pursuing MBBS.

Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr.Ashar Agarwal as on 15 February, 2007 was Rs.24.82 lakhs.

5.11.4f. Mrs.Saroj Bala aged 63 years is a housewife.

Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Mrs.Saroj Bala as on 15 February, 2007 was Rs.10.05 lakhs.

5.11.4g. Dr.R.R.Sasikanth aged 50 years is a Doctor by Profession.

Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr. Sasikanth as on 15 February, 2007 was Rs.2.94 lakhs.

5.11.5. The PAC’s have complied with the applicable provision of Chapter II of SEBI (SAST) Regulations within the timespecified.

5.11.6. None of the PACs hold directorship in any Listed Companies except that Dr. Amar Agarwal is Joint Managing Directorand Dr.R.R.Sasikanth is a Director in Dr.Agarwal’s Eye Hospital Ltd.

5.11.7. Dr.Agarwal’s Eye Institute P Ltd

5.11.7a. Dr.Agarwal’s Eye Institute P Ltd., 19, Cathedral Road, Chennai - 600 086, Tel No. +91 - 44 - 28112959 was incorporatedon 20th July 1977. The Company is involved in business relating to Scientific research & experiments. Its Promoters areDr.J.Agarwal, Dr.Mrs.T.Agarwal, Dr.Sunita Agarwal, Dr.Amar Agarwal, & Dr.Athiya Agarwal.

5.11.7b. Dr.Agarwal’s Eye Institute P Ltd has not entered into any agreement with the Acquirers or PAC’s for acquisition of theshares of the Target Company.

5.11.7c. The Applicable provisions of Chapter II of the SEBI Takeover Regulations have been complied with by Dr.Agarwal’s EyeInstitute P Ltd.

5.11.7d. Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate

dated 27 March, 2007 that the networth of the company as on 15 February, 2007 was Rs.68.65 lakhs.

5.11.7e. Details of Board of Directors of Dr.Agarwal’s Eye Institute P Ltd are as under:-

S No Name Date of Appointment Address Experience & Qualification

1 Dr.J.Agarwal 20.07.1977 19, Cathedral Road, FICS, DOMS, FORCE.

Gopalapuram, Chennai - 86 Ophthalmologist with five decades

of experience in the field

2 Dr.Mrs.T.Agarwal 20.07.1977 -- do -- FICS, DO, FORCE & a pioneer in

India in Refractory Surgery & an

Ophthalmologist by Profession

3 Dr.Amar Agarwal 20.07.1977 -- do -- MS, FRCS, FC(Opthlon) &

specializes in Vitreo retinal surgery

4 Dr.Sunita Agarwal 20.07.1977 -- do -- MBBS,DO,M.S.,F.S.V.H., F.R.S.H.

Ophthalmologist by profession for

more than two decades.

5 Dr.Athiya Agarwal 20.07.1977 -- do -- MD(Path), FRSH - London DO. An

Ophthalmologist with 3 decades of

experience

9

5.11.7f. Financials of Dr.Agarwal’s Eye Institute Pvt Ltd

The audited financial highlights of Dr. Agarwal’s Eye Institute Pvt. Ltd. for the last 3 years and the unaudited financials for the

nine months ended 31st December, 2006 as certified by Mr. S. Neelakantan of M.K. Dandeker & Co., Chartered Accountants

(membership No. 018961) vide their certificate date 15 February 2007, are as below

(Rs. In Lakhs)

P & L Statement Audited Unaudited

2003-04 2004-05 2005-06 31-12-06

Income from operations 5.42 5.42 5.42 0.00

Other Income 1.07 0.19 0.20 5.46

Total Income 6.49 5.61 5.62 5.46

Total expenditure 0.07 0.15 0.03 0.10

Profit before depreciation, interest and Tax 6.42 5.46 5.59 5.36

Depreciation 0.00 0.00 0.00 0.00

Interest 0.00 0.00 0.00 0.00

Profit before Tax 6.42 5.46 5.59 5.36

Provision for Tax 0.40 0.13 1.88 1.78

Profit after Tax 6.02 5.33 3.71 3.58

Balance Sheet Statement Audited Unaudited

2003-04 2004-05 2005-06 31-12-06

Sources of Funds

Paid up share capital 1.00 1.00 1.00 1.00

Reserves and Surplus (Excluding revaluation reserves) 54.87 60.19 64.03 67.65

Net worth 55.87 61.19 65.03 68.65

Secured Loans 0.00 0.00 0.00 0.00

Un-secured Loans 11.91 7.90 0.60 3.19

Total 67.78 69.09 65.63 71.84

Uses of Funds

Net fixed assets 0.00 0.00 0.00 0.00

Investments 55.18 55.18 55.18 55.18

Net current assets 12.60 13.91 10.45 16.66

Total misc. expenditure not written off. 0.00 0.00 0.00 0.00

Total 67.78 69.09 65.63 71.84

Other financial data Audited Unaudited

2003-04 2004-05 2005-06 31-12-06

Dividend % Nil Nil Nil Nil

Earnings per share 60.20 53.24 37.20 35.80

Return on net worth 10.77% 8.70% 5.70% 5.21%

Book value per share 55.87 61.19 65.03 68.65

5.11.7g. There is no major contingent liability as on 31st March, 2006

5.11.7h.The significant accounting policies of the Company are as under.

� Dividend income has been accounted on cash basis

� Interest income has been accounted on mercantile basis.

� Investment is valued at cost.

� There are no fixed assets.

10

5.11.7i. Dr. Agarwal’s Eye Institute Pvt Ltd. is not listed on any Stock Exchanges.

Since the SEBI (SAST) Regulations, 1997 came into effect:

Dr J Agarwal: There has been no change in his shareholding of 1,58,900 shares.

Dr Mrs T Agarwal: She purchased 800 shares during the period August - November 2006, taking her shareholding to 1,59,700

shares.

Dr Athiya Agarwal: There has been no change in the share holding of 37400 shares

Dr Adil Agarwal: He acquired 12,475 shares in the FY2003-04 and 1000 shares in the FY2004-05 taking his total shareholding

to 65,175 shares.

Dr Anosh Agarwal: He acquired 200 shares in the FY 1999-2000 and 1300 shares during the FY 2000-01 taking his shareholding

to 51,100 shares.

6. STATUTORY/OTHER APPROVALS REQUIRED FOR THE OFFER

6.1 The Offer is subject to receipt of the permission from Reserve Bank of India (RBI) under Foreign Exchange

Management Act 1999 (FEMA) to acquire Equity Shares tendered by Non Resident Shareholders, Non Resident

Indian (“NRI”), Overseas Corporate Bodies (“OCB”) and Foreign Institutional Investors registered with SEBI (“FIIs”)

shareholders (jointly referred to as “Non- Resident Shareholders”) in this Offer. The Acquirers will make necessary

applications for the requisite approvals at an appropriate time.

6.2 As of the date of this Letter of Offer, to the best of the knowledge of the Acquirers there are no other statutory

approvals required to acquire the Equity Shares tendered pursuant to this Offer. If any other statutory approval

becomes applicable prior to the completion of the Offer, the Offer would be subject to such statutory approvals. The

Acquirers will not proceed with the Offer in the event that such statutory approvals are not obtained in terms of

Regulation 27 of the SEBI (SAST) Regulations.

6.3 In case of delay in receipt of any approval, SEBI has the power to grant an extension of the time required for

payment under the Offer provided that the Acquirers agree to pay interest in accordance with Regulation 22(12) of

the SEBI (SAST) Regulations. Further, if delay occurs on account of willful default by the Acquirers in obtaining the

requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also become applicable.

6.4 In case, RBI’s approval for acquisition of Equity Shares from Non-Resident shareholders is unduly delayed, the

Acquirers reserve the right to proceed with the payment to the resident shareholders whose Equity Shares have

been accepted by the Acquirers in terms of the Offer, pending payment to Non-Resident shareholders subject to the

payment instruments payable to Non-Resident shareholders being kept in the safe custody with the Registrars to

the Offer.

7. OPTION TO THE ACQUIRER IN TERMS OF REGULATION 21(2).

As this offer (assuming full acceptance), would result in the public shareholding falling below 25% of the voting capital of

DAEHL the Acquirers in terms of the Regulation 21(2) of the Regulations undertake to comply with the provisions of

Clause 40(A)(vi) and (vii) of the listing agreement with the Stock Exchange.

8. BACKGROUND OF THE TARGET COMPANY

8.1 DAEHL, incorporated as Dr Agarwal’s Eye Hospital Ltd on 22 April, 1994 obtained its certificate of commencement

of business on 12 July, 1994. It has its Registered office at 19, (Old No.13) Cathedral Road, Chennai-600086, Tel

No.:+91-44-28116233,28112592 Fax No: +91-44-28115871. The main promoters of DAEHL, Dr J Agarwal and his

family have been in the business of providing total eye care services for the past five decades and have a track

record of successfully running DAEHL. DAEHL came out with its Initial Public Offer (IPO) in January, 1995. DAEHL,

which has been involved in the field of ophthalmic care, has kept abreast with its advances globally and has many

firsts to its credit. It is also engaged in conducting continuous training and research and development programs and

has over a period, developed an eminent team of Ophthalmic specialists and surgeons. It has five facilities in

Chennai, Tamil Nadu and one each in Kanchipuram, Tamil Nadu and Jaipur, Rajasthan. Its specialized treatments

include “Phakonit” Cataract Surgery, “Micro Phakonit”, “Zyoptix” treatment for correction of Myopia, Hypermetropia

and Astigmatism and Aberropia corrective treatment. The present Directors of DAEHL are Dr J Agarwal, Dr Amar

Agarwal, Dr (Mrs) T Agarwal, Dr Athiya Agarwal, Dr Adil Agarwal, Mr.Apparao, Dr(Ms)Akther Begum, Dr Steve

Charles, Dr Jasvinder Singh Saroya, Dr Sasikanth, Ms Sudha, Mr Prabhat Toshniwal.

8.2 The authorised capital of DAEHL as on the date of the PA comprises of 50,00,000 equity shares of Rs.10/- each

aggregating to Rs.5,00,00,000/-. The issued, subscribed and paid-up share capital of DAEHL as at the date of the

11

PA pursuant to the Preferential Issue comprises of 45,00,000 fully paid-up Equity Shares of Rs. 10/- each. There are

no partly paid-up Equity Shares of DAEHL as at the date of the PA. There are no shares under lock-in period other

than those mentioned in clause 3.1.2.

8.3 All the Equity Shares of DAEHL, other than those mentioned in Clause 3.1.2, are listed on BSE and MSE. The

shares are being frequently traded on BSE and are infrequently traded on MSE

8.4 The present issued, subscribed and paid-up share capital of DAEHL as at the date of the PA pursuant to the

Preferential Issue comprises of 45,00,000 fully paid-up Equity Shares of Rs. 10/- each.

8.5 Share Capital Structure as on the date of PA

Issued and paid-up Equity No. of Equity Shares % of Equity Shares/ Voting Rights

Share Capital (Face Value - Rs. 10/-)/

Voting Rights

Fully paid-up Equity Shares (a) 45,00,000 100

Partly paid-up Equity Shares (b) Nil Nil

Total Issued and paid-up Equity

Shares (a+b) 45,00,000 100

Total 45,00,000 100

8.6 The capital build-up of DAEHL since its inception is as follows:

Date of Number of Cumulative paid Mode of Identity of Status of

Allotment Shares Issued up capital (Rs.) allotment allottees compliance

(Promoters /

Ex-promoter/

Others

07.05.1994 700 700 Subscribers to the Promoters Complied

Memorandum

29.11.1994 1509300 1510000 Cash at par Promoters Complied

21.03.1995 1340000 2850000 IPO (Allotted to Indian Others Complied

Public)

12.08.1995 400000 3250000 IPO (Allotted to Global Others Complied

Presence Holding

Limited, an OCB on

receipt of RBI approval)

10.02.2007 1250000 4500000 Preferential Allotment Promoters Complied

of equity shares

8.7 The status of compliance with Chapter II of SEBI (SAST) Regulations, 1997 is as follows:

The disclosures under Regulation 8(3) of the SEBI (SAST) Regulations for 31 March for the years 2001, 2002,

2003, 2004, 2005, 2006 and 7(3) for 2007 were filed on time, and the disclosures for the record date for the years

2002, 2003 and 2004 have been filed on time. Compliance Status letters from the Madras Stock Exchange Ltd

(MSE) dated 08 September 2003 and 8 February 2007 confirms the filings of disclosures under 8(3) for the years

2002,2003,2004,2005 and 2006. However, the Company had received a letter Ref. CFD/DCR/RC/TO/23040/04

dated 16 November, 2004 from SEBI citing non compliances of Regulations 6(2), 6(4) for 1997, 8(3) for 1998, 1999,

2000, 2001 and 8(3) for Record Date for 1998, 1999, 2000, 2001 and 2002. The Company had replied vide its letter

dated 25 November, 2004, enclosing the status report on compliance from MSE and stating that it had been regularly

filing the disclosures under 8(3). A reply from the Adjudicating Officer in this matter is awaited. The Company has

requested BSE for the status on compliance vide their letter dated 29 January, 2007 for which a reply is awaited. For

the non-compliances with Chapter II of SEBI (SAST) Regulations, 1997, if any, suitable action may be initiated by

SEBI against DAEHL.

8.8 Save as stated above, no penal actions have been initiated by the Stock Exchanges against DAEHL till date. Till

date trading of shares has not been suspended on any of the Stock Exchanges where the Company’s shares are

listed.

As on the date of PA there are no outstanding convertible instruments of DAEHL.

12

8.9 DAEHL has not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B

of the SEBI Act, as amended or under any other regulation made under the SEBI Act.

8.10 As on the date of the PA, the Board of Directors of DAEHL are as below:

S.No Name and Address Experience and Qualification Date of Appointment Designation

of the Director

1. Dr J Agarwal He is the main promoter of the 22 April, 1994 Executive Chairman,

19, Cathedral Road, company. He is a FICS, DOMS, Whole time Director,

Chennai-600086 FORCE and an Ophthalmologist Promoter-Director

by profession.

2. Dr Amar Agarwal He is a MS, FRCS, FC(OPTHLON) 22 April, 1994 Jt.Managing Director,

19, Cathedral Road, and specializes in Vitreo retinal Promoter-Director

Chennai-600086 surgery. And is an Ophthalmolo-

gist by profession.

3. Dr (Mrs) T Agarwal She is one of the main promoters 22 April, 1994 Managing Director,

19, Cathedral Road, of the company. She is a FICS, Promoter-Director

Chennai-600086 DO, FORCE and a pioneer in

India in Refractory surgery and

an Ophthalmologist by profession.

4. Dr Athiya Agarwal He is an MD(Path) F.R.S.H, Lon 7 May, 1994 Wholetime Director,

19, Cathedral Road, London, D.O. and a Doctor Promoter-Director

Chennai-86 by profession.

5. Dr Adil Agarwal He is an MBBS and a Doctor 28 March 2005 Non Independent

19, Cathedral Road, by profession. Promoter-Director

Chennai - 86

6. Mr. Apparao He is a BSC, DMIT, MBA(IIMC) 29 March, 2003 Independent Director

53, Poes Garden

road, Chennai-86

7. Dr (Ms). Akther Begum She is a MSC and PHD 27 June, 1995 Independent Director

12 GAA Khan 7th (Textiles)

Street, Model School

Road, Thousand lights,

Chennai-600006

8. Dr Steve Charles He is an MD and has expertise 8 October, 1994 Independent Director

19, Cathedral Road, in ophthalmology

Chennai-600086

9. Dr Jasvinder Singh He is a Doctor by Profession. 24 June, 1995 Independent Director

Saroya, Saroya Eye

Hospital, Gumanpura,

Kota 324007

10. Dr R.R. Sasikanth He is a Doctor by Profession. 27 June, 1995 Independent Director

17, Besant Avenue

Salai, Adyar,

Chennai-600020

11. Ms Sudha She is a Contact Lens Specialist 8 October, 1994 Whole Time Director

3, Janaki Avenue, and is a B.A(Hons), Diploma in

Abiramapuram, Contact Lenses.

Chennai -600018

12 Mr.Prabhat Toshniwal He is a Businessman and is 28 March, 2005 Independent Director

267, Kilpauk garden a B.Sc.

road,

Chennai 600010

13

8.11 Merger/demerger/spin off in the last three years.

There have been no Mergers/ demergers or spin offs in DAEHL during the last three years

8.12 The audited financial highlights of DAEHL for the last three years and the audited financials for the six month period

ending 30 September, 2006; as certified by Mr.S.Neelakantan, of MK Dandekar &Co, Chartered Accountants

(Membership No. 018961), vide their report dated 3 February, 2007, are as below:

(Rs in lakhs)

P & L Statement Upto 30 September 2005-06 2004-05 2003-04

2006 Audited

Income from operations 1015.05 1322.01 1226.82 911.81

Other Income 37.69 148.15 125.18 37.03

Total Income 1052.74 1470.16 1352.00 948.84

Total expenditure 793.31 1197.35 1038.81 725.18

Profit before Depreciation,

Interest and Tax 259.43 272.81 313.19 223.66

Depreciation 71.32 163.70 152.32 97.77

Interest 5.42 7.20 6.98 7.62

Profit before Tax 182.69 101.91 153.89 118.27

Provision for Tax 74.61 61.17 51.37 38.00

Profit after Tax 108.08 40.74 102.52 80.27

Balance Sheet Statement Upto 30 September 2005-06 2004-05 2003-04

2006 Audited

Sources of Funds

Paid up share capital 325.00 325.00 325.00 325.00

Reserves and Surplus (Excluding

revaluation reserves) 266.28 163.55 150.13 95.37

Net worth 591.28 488.55 475.13 420.37

Secured Loans 156.25 178.20 225.79 73.18

Un-secured Loans 31.85 48.05 7.04 6.00

Deferred Tax Liability 31.91 31.91 58.79 54.70

TOTAL 811.29 746.71 766.75 554.25

Uses of Funds

Net fixed assets 547.94 541.09 569.31 381.15

Investments 1.28 1.28 1.28 1.28

Net current assets 240.36 178.23 161.25 133.17

Total misc. expenditure not written off. 21.71 26.11 34.91 38.65

Deferred Tax - - - -

Total 811.29 746.71 766.75 554.25

14

Other financial data Upto 30 September 2005-06 2004-05 2003-04

(Not Annualized) 2006 Audited

Dividend % - 12 12 12

Earning per share(Rs) 4.80* 1.78 3.03 2.35

Return on net worth (%) 18.98 8.81 23.29 21.03

Book value per share(Rs) 17.53 14.23 13.55 11.75

* Annualized and on enhanced post preferential issue Equity Capital

8.13 The reasons for rise or fall in Total income and PAT is as follows:

Half year ended Sep’06

During the Half Year ended 30th Sep 2006, DAEHL’s total income increased by 29% over previous corresponding

half year ended 30th Sep 2005 to Rs 1053 lakhs. Profit after exceptional items and tax increased by around 30% to

Rs 108 lakhs. FY 2006 has seen a growth both in terms of Turnover & PAT mainly due to expansion & penetration

in the market by commencing additional Primary & Secondary Care Eye Hospitals.

FY 2006

During the year ended 31st March, 2006, DAEHL’s total income increased by 8% over previous to Rs 1470 lakhs.

Profit after exceptional items and tax dropped by around 60% to Rs 41 lakhs due to impact of compliance of

Accounting Standard 26, which resulted in a write off of Rs 60.42 lakhs during the FY.

FY 2005

During the year ended 31st March, 2005, DAEHL’s total income increased by 42% over previous FY to Rs 1352

lakhs. Profit after tax increased to Rs 103 lakhs, a growth of 29% in spite of 56% more provision for depreciation

during the same period.

FY 2004

During the year ended 31st March, 2004, DAEHL’s total income increased by 7% over previous FY to Rs 949 lakhs.

Profit after tax improved to Rs 76 lakhs, an improvement of 6% over previous year. The FY 2004 has been a year of

consolidation of revenues and restructuring of operations for growth in revenue.

15

8.14 Pre and post-Offer shareholding pattern of DAEHL, as on the date of PA is as follows:

Shareholders category Shareholding & Shares /voting Shares/voting Shares/voting Share holding/

voting rights rights agreed rights held rights to be voting rights

prior to the to be acquired after allotment acquired in after the

acquisition through of Preferential open offer acquisition

and offer Preferential Issue but (Assuming full and offer

Issue which before Offer acceptances)

triggered off

the Regulations

A B C=A+B D E=C+D

No. of % No. of % No. of % No. of % No. of %

shares shares shares shares shares

1. Promoter Group

a. Acquirers

i. Dr.J.Agarwal 1,58,900 4.89 1,56,250 12.50 3,15,150 7.00 1,12,500

ii. Dr.(Mrs).T.Agarwal 1,59,700 4.91 1,56,250 12.50 3,15,950 7.02 1,12,500

iii. Dr.Athiya Agarwal 37,400 1.15 3,12,500 25.00 3,49,900 7.78 2,25,000

iv. Dr.Adil Agarwal 65,175 2.01 3,12,500 25.00 3,77,675 8.39 2,25,000

v. Dr.Anosh Agarwal 51,100 1.57 3,12,500 25.00 3,63,600 8.08 2,25,000

b. PACs 8,71,513 26.817 8,71,513 19.36 ----

c. Others ---- ---- ---- ----

Total (a+b+c) 13,43,788 41.347 12,50,000 100.00 25,93,788 57.64 9,00,000 34,93,788 77.64

2. Parties to the agree-

ment other than 1(a)

3. Public (other than parti-

es to the agreement and

Acquirers)

a. Institutions/Mutual

Funds/Banks

b. Other Companies

c. Non Domestic 81,725 2.515

Companies

d. Foreign Institutional (9,00,000)

Investors

e. Non Resident

Individuals

f. Public 18,24,487 56.138

Total (a+b+c+d+e+f) 19,06,212 58.653 (9,00,000) 10,06,212 22.36

GRAND TOTAL (1+2+3) 32,50,000 100.00 12,50,000 100.00 45,00,000 100.00

As on 6 February, 2007 the total number of shareholders of DAEHL in the public category was 3245

8.15 The details of changes in shareholding of Promoters.

Core Promoters:

Dr J Agarwal:

Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II

acquisition shares Compliance

Number (%) Number (%)

Prior to SAST 158900 Complied

opening balance

10/02/07 Preferential 156250 3.47% 315150 Complied

allotment

156250 315150

16

Dr Mrs T Agarwal





opening balance

04/08/06 Purchase 100 0.00 159000

10/08/06 Purchase 100 0.00 159100

11/08/06 Purchase 200 0.00 159300 Not

13/11/06 Purchase 200 0.00 159500

13/11/06 Purchase 200 0.00 159700

10/02/07 Preferential 156250 3.47 315950 Complied

allotment

157050 315950

Dr Athiya Agarwal





opening balance


Allotment

312500 349900

Dr Adil Agarwal





opening balance

31/03/04 Purchase 12475 0.03 64175 Not

Applicable

31/03/05 Purchase 1000 0.00 65175


Allotment

325975 377675

Dr Anosh Agarwal




Prior to SAST

opening balance 49600 Complied

31/03/2000 Purchase 200 0.00 49800 Not

31/03/2001 Purchase 1300 0.04 51100


Allotment

314000 363600

Applicable

Applicable

17

Other Promoters

Dr Ashvin Agarwal





opening balance

31/03/2001 Purchase 1100 0.03 51100 Not Applicable

1100 0.03 51100

Dr Amar Agarwal





opening balance

3-Aug-05 Purchase 1000 0.03 147200

20-Oct-05 Purchase 500 0.02 147700

21-Oct-05 Purchase 500 0.02 148200

21-Oct-05 Purchase 409 0.01 148609

21-Oct-05 Purchase 500 0.02 149109

8-Dec-05 Purchase 200 0.01 149309

23-Jan-06 Sale 0.00 149289 20 0.00

23-Jan-06 Sale 0.00 149269 20 0.00

16-May-06 Purchase 200 0.01 149469

16-May-06 Purchase 100 0.00 149569

18-May-06 Purchase 200 0.01 149769

22-May-06 Purchase 200 0.01 149969

31-May-06 Purchase 100 0.00 150069

5-Jun-06 Purchase 100 0.00 150169

6-Jun-06 Purchase 100 0.00 150269

6-Jun-06 Purchase 100 0.00 150369

6-Jun-06 Purchase 100 0.00 150469

7-Jun-06 Purchase 100 0.00 150569

7-Jun-06 Purchase 100 0.00 150669

7-Jun-06 Purchase 100 0.00 150769

8-Jun-06 Purchase 100 0.00 150869

8-Jun-06 Purchase 300 0.01 151169

12-Jun-06 Purchase 100 0.00 151269

12-Jun-06 Purchase 100 0.00 151369

13-Jun-06 Purchase 100 0.00 151469

13-Jun-06 Purchase 100 0.00 151569

13-Jun-06 Purchase 100 0.00 151669

16-Jun-06 Purchase 100 0.00 151769

16-Jun-06 Purchase 100 0.00 151869

28-Jun-06 Purchase 300 0.01 152169

29-Jun-06 Purchase 500 0.02 152669

29-Jun-06 Purchase 20 0.00 152689

30-Jun-06 Purchase 50 0.00 152739

3-Jul-06 Purchase 100 0.00 152839

3-Jul-06 Purchase 200 0.01 153039

4-Jul-06 Purchase 100 0.00 153139

5-Jul-06 Purchase 124 0.00 153263

7-Jul-06 Purchase 300 0.01 153563

7-Jul-06 Purchase 150 0.00 153713

13-Jul-06 Purchase 100 0.00 153813

7653 0.24 40 0.00%

Not Applicable

18

Dr Agarwal’s Eye Institute P Ltd





opening balance

451800

Dr Sunita Agarwal





opening balance

145700

Mr.Pankaj Sondhi




Prior to SAST 100 __ Complied

opening balance

100

Dr Ashar Agarwal





opening balance

51300

Dr R.R.Sasikanth





opening balance

2000

Ms.Saroj Bala





opening balance

15700

8.16 The Company has complied with the norms of the SEBI Guidelines on Corporate Governance as enumerated in clause

49 of the listing agreements with stock exchanges.

19

8.17 Details of pending litigations/suits filed against DAEHL

Nature: Civil

Applicant Amount Forum / Commission

S.Ramanujam 11,85,840 State, Chennai

C.K.Subramaniam 2,53,700 DCF, Chennai

Mr.Sriram Iyer 4,55,440 DCF, Chennai

Mr.B.Rajaraman 8,00,000 DCF, Chennai

Mr.R.Venkataraman 11,10,000 State, Chennai

Mr.B.K.Ramesh 40,12,012 State, Chennai

Dr.N.Sridhar 6,00,000 DCF, Chennai

Mr.Sanjay Kumar Arora 51,85,616 State, Jaipur

Surabhi Vashishtha 2,00,000 DCF, Jaipur

8.18 The Name and Details of the Compliance Officer are as under:

Dr.J.Agarwal

Executive Chairman,

Dr Agarwal’s Eye Hospital Ltd,

19, ( Old No.13) Cathedral Road,

Chennai-600086

Tel No: +91 44 28116233

Fax No: +91 44 28115871.

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9. OFFER PRICE

9.1 Justification for the Offer Price

9.1.1 The Equity Shares of DAEHL are listed on BSE & MSE.

9.1.2 The annualized trading turnover in the shares of DAEHL in each of the above mentioned Stock Exchanges based on

trading volume during August 2006 to January 2007 (six calendar months preceding the month in which the PA is made)

is as given below:

Stock Exchange Total no. of shares Total no. of listed Annualized trading

traded during 6 shares turnover (as % of

calendar months total listed shares)

preceding the

month in which

the PA is made

BSE 7,43,940 32,50,000 45.78%

MSE Nil 32,50,000 Nil

(Source: www.bseindia.com)

The Equity Shares of DAEHL are frequently traded on BSE and infrequently traded on MSE within the meaning of explanation

(i) to Regulation 20(5) of the Regulations.

9.1.3 In terms of Regulation 20(4) of the Regulations, the Offer Price of Rs.43.10 per Equity Share is higher than any of the

following:

a. Negotiated Price under the agreement for acquisition of shares or voting rights or deciding to acquire shares or

voting rights: Not Applicable.

b. Highest Price paid by the Acquirers for acquisitions including by way of allotment in a public or rights or preferential

issue during the 26 weeks prior to 15 February, 2007 (i.e. the date of Public Announcement) Rs 42.88

c. The weekly high and low of the closing prices of the Equity Shares of DAEHL, during the 26 weeks period ending 27

December, 2006 (being the last trading day before the date of the Board Resolution authorizing the Preferential

Issue (i.e 26 December, 2006), as recorded on the BSE are given below:

Week No. Date Weekly High Weekly Low Average Volume

1 28-June-2006 27.60 25.50 26.55 5,970

2 5-July-2006 27.00 25.05 26.025 4,636

3 12-July-2006 28.35 26.00 27.175 17,779

4 19- July-2006 29.05 25.20 27.125 17,841

5 26-July-2006 27.65 25.95 26.80 8,323

6 2-Aug-2006 32.15 27.25 29.70 33,888

7 9-Aug-2006 32.35 30.25 31.30 8,877

8 16-Aug-2006 33.90 32.60 33.25 18,142

9 23-Aug-2006 32.55 30.40 31.475 33,878

10 30-Aug-2006 32.40 31.25 31.825 19,552

11 6-Sep-2006 32.55 31.20 31.875 9,873

12 13-Sep-2006 31.85 31.25 31.55 10,813

13 20-Sep-2006 31.05 30.60 30.825 12,355

14 27-Sep-2006 34.25 31.00 32.625 22,132

15 4-Oct-2006 34.55 32.85 33.70 19,757

16 11-Oct-2006 35.25 33.00 34.125 14,908

17 18-Oct-2006 36.55 34.25 35.40 12,403

18 25-Oct-2006 41.95 38.15 40.05 42,041

19 1-Nov-2006 40.10 38.45 39.275 23,949

20 8-Nov-2006 41.95 38.75 40.35 24,384

21 15-Nov-2006 43.15 38.70 40.925 32,190

22 22-Nov-2006 49.55 41.70 45.625 2,43,132

23 1-Dec-2006 48.60 44.00 46.30 21,262

24 6-Dec-2006 43.60 40.75 42.175 11,261

25 13-Dec-2006 43.65 41.50 42.575 9,138

26 20-Dec-2006 43.95 41.75 42.85 10,613

Average 34.67

21

The daily high and low prices of the Equity Shares of DAEHL, during the 2 weeks period ending 26 December, 2006 (being the

last trading day before the date of the Board Resolution authorizing the Preferential Issue (i.e.27 December, 2006), as recorded

on the BSE are given below:

Day No. Date Daily High Daily Low Average Volume

1 13-Dec-2006 42.75 40.10 41.425 1,000

2 14-Dec-2006 43.00 42.05 42.525 2,772

3 15-Dec-2006 44.00 42.15 43.075 1,750

4 18-Dec-2006 43.25 41.50 42.375 502

5 19-Dec-2006 46.50 43.25 44.875 3,114

6 20-Dec-2006 44.80 43.05 43.925 4,555

7 21-Dec-2006 44.70 41.60 43.150 2,624

8 22-Dec-2006 44.25 42.75 43.500 1,002

9 26-Dec-2006 43.90 41.65 42.775 2,432

Average 43.07

(Source: bseindia.com)

9.1.4 In terms of Regulation 20(5) of the Regulations, the Offer Price of Rs.43.10/- per Equity Share is higher than any of the

following:

a. Negotiated Price under the agreement for acquisition of share or voting rights Not applicable

or deciding to acquire shares or voting rights

b. H.ighest Price paid by the Acquirers for acquisitions including by way of allotment in Rs.42.88

a public or rights or preferential issue during the 26 weeks prior to 15 February, 2007 (i.e.

the date of Public Announcement)

c. The highest of the average of the weekly high and low of the closing prices for the Rs 43.07

equity shares of DAEHL. for the 26 week period and the average of the daily high and

low prices of the equity shares during the 2 week period at BSE prior to 27 December,

2006 i.e. the date of the Board Resolution authorizing the Preferential Issue

c. Other Parameters As certified by, Statutory Auditors of DAEHL

Audited 6 month financials Audited 12 month

(period ended 30 September financials (year ended

2006) 31 March 2006)

Return on Networth (%) 18.98 8.81

Book Value per share (Rs.) 17.53 14.23

Earnings Per Share (Rs.) 4.80 1.78

Price/Earnings Ratio The industry average and high/ low PE ratio of the Healthcare

Industry is 23.8 and 28.7/7.1 respectively (Source: Capital

Market Volume XXI / 12 dated Jan 15-28,2007).

The Acquirers have not acquired or sold any equity shares of DAEHL from the date of the PA upto the date of the Letter of Offer.

Considering the above parameters the Offer Price of Rs.43.10 per fully paid-up Equity Share of DAEHL is justified in terms of

Regulation 20.

9.1.5 The Offer Price shall not be less than the highest price paid by the Acquirers for any acquisition of Equity Shares of

DAEHL from the date of the Public Announcement upto 7 working days (i.e. upto 18 April, 2007) prior to the date of closing

of the Offer.

9.1.6 There is no non-compete agreement.

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10. FINANCIAL ARRANGEMENT FOR THE OFFER

10.1 The Acquirers have made firm financial arrangements to meet their obligations in full under the Offer. For this purpose, the

Acquirers intend to utilize internal resources. No borrowings from Banks / Financial Institutions is being made for the

purpose. All the funds will be domestic and no foreign funds will be utilized.

10.2 The maximum purchase consideration payable for the Offer assuming full acceptance of the Offer would be Rs.387.9

lakhs(i.e. 9,00,000 fully paid up equity shares of DAEHL at Rs 43.10 per equity share).

10.3 In accordance with the provisions of Regulation 28 of the Regulations, the Acquirers have established a bank guarantee

in favour of the Manager to the Offer for Rs. 98.00 lakhs being more than 25% of the total consideration payable under the

Offer assuming full acceptance through UTI Bank Ltd having its office at 82, Dr.Radhakrishnan Salai Chennai - 600 004.

This bank guarantee shall be valid until 8 August, 2007.The Acquirers have also made a cash deposit of Rs. 4 lakh (being

not less than 1% of the maximum purchase consideration payable under this Offer) with UTI Bank Limited, Dr. Radhakrishnan

Salai, Chennai - 600 004. The Manager to the Offer is authorised to realise the value of the aforesaid Bank account.

10.4 Mr.S.Neelakantan of M.K.Dandekar & Co Chartered Accountants, (Membership No: 018961), No 244(Old No 138), Angappa

Naicken Street, 2nd Floor, Chennai 600001. Tel No 044-25222100, fax No 044-25220721 have certified vide their certificate

dated 27 March 2007 that the Acquirers have a combined networth of Rs.1328.22 lakhs which is adequate to meet the

entire financial requirements and obligations of the Offer.

10.5 Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirers to implement the Offer in

accordance with the SEBI (SAST) Regulations as firm arrangements for funds for payment through verifiable means are

in place to fulfill the Offer obligations.

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11. TERMS AND CONDITIONS OF THE OFFER

11.1 Eligibility for accepting the Offer:

The Offer is being made to the equity shareholders of DAEHL (other than ‘Acquirers’) whose names appear on the

Register of the Members of DAEHL at the close of the business hours on Friday, 09 March, 2007 (the ‘Specified Date’)

and also to those persons who own the Equity Shares at any time prior to the closure of the Offer, but are not the

registered equity shareholders.

11.2 A Depository Account (hereinafter referred to as “Special Depository Escrow Account”) has been opened with National

Securities Depository Limited (“NSDL”) styled “ Dr.Agarwal’s Eye Hospital Limited Escrow Account - Open Offer”. The DP

ID is IN301313 and Beneficiary Client ID is 21131611. Shareholders having their beneficiary account in Central Depository

Services (India) Limited (“CDSL”) have to use inter depository delivery instruction for the purpose of crediting their equity

shares in favour of Special Depository Escrow Account with NSDL.

11.3 Statutory Approvals

The Offer is subject to receipt of the permission from Reserve Bank of India (RBI) under Foreign Exchange Management

Act 1999 (FEMA) to acquire Equity Shares tendered by Non Resident Shareholders, Non Resident Indian (“NRI”), Overseas

Corporate Bodies (“OCB”) and Foreign Institutional Investors registered with SEBI (“FIIs”) shareholders (jointly referred

to as “Non-Resident Shareholders”) in this Offer. The Acquirers will make necessary applications for the requisite approvals

at an appropriate time

As of the date of this Letter of Offer, to the best of the knowledge of the Acquirers there are no other statutory approvals

required to acquire the Equity Shares tendered pursuant to this Offer. If any other statutory approval becomes applicable

prior to the completion of the Offer, the Offer would be subject to such statutory approvals. The Acquirers will not proceed

with the Offer in the event that such statutory approvals are not obtained in terms of Regulation 27 of the SEBI (SAST)

Regulations.

In case of delay in receipt of any approval, SEBI has the power to grant an extension of the time required for payment

under the Offer provided that the Acquirers agree to pay interest in accordance with Regulation 22(12) of the SEBI

(SAST) Regulations. Further, if delay occurs on account of willful default by the Acquirers in obtaining the requisite

approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also become applicable.

In case, RBI’s approval for acquisition of Equity Shares from Non-Resident shareholders is unduly delayed, the Acquirers

reserve the right to proceed with the payment to the resident shareholders whose Equity Shares have been accepted by

the Acquirers in terms of the Offer, pending payment to Non-Resident shareholders subject to the payment instruments

payable to Non-Resident shareholders being kept in the safe custody with the Registrars to the Offer.

Subject to the conditions governing this Offer as mentioned herein, the acceptance of this offer by the equity shareholders

of DAEHL 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.

11.4 All shares of the Company are free from lock in other than those mentioned in clause 3.1.2.

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12. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

12.1 Procedure for accepting the offer by eligible persons

The equity shareholders of DAEHL who qualify and who wish to avail of this Offer (hereinafter referred to as “Acceptor”)

will have to deliver the relevant documents as mentioned below to the Registrar to the Offer, Integrated Enterprises (India)

Ltd. at their address: IInd Floor, ‘Kences Towers ‘ No.1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai-

600017. Tel: +91-44-28140801-03 Fax: +91-44-28142479.

Shareholders are advised to ensure that the Form of Acceptance cum Acknowledgement and other documents

are complete in all respects; otherwise the same is liable to be rejected. In the case of demat shares, the

shareholders are advised to ensure that their shares are credited in favour of the special depository account

before closure of the Offer. The Form of Acceptance cum Acknowledgement of such demat shares, not credited

in favour of the special depository account before the closure of the Offer, will be rejected.

For Equity 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 all shareholders whose names appear on the share certificates.

� Original Share Certificate(s)

� 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 DAEHL and duly witnessed at the appropriate

place. A blank Share Transfer form is enclosed along with this Letter of Offer.

Unregistered Shareholders should enclose:


therein.

� Original Share Certificate(s)

� Original broker contract note

� Valid Share Transfer form(s) as received from the market.

The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirer

as buyer will be filled upon verification of Form of Acceptance and the same being found valid. All other requirements for

valid transfer will be preconditions for valid acceptance. No indemnity is required from unregistered owners.

For Equity Shares held in demat form:

Beneficial owners should enclose:


therein, as per the records of Depository Participant (DP).

� Photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off market”

mode, duly acknowledged by the DP.

� For each Delivery Instruction, the beneficial owner should submit separate Form of Acceptance.

12.2 The Share Certificate(s), share transfer form(s) and the Form of Acceptance should be sent only to the Registrar to the

Offer and not to the Manager to the Offer, Acquirers or DAEHL.

12.3 In case of non-receipt of the Letter of Offer, the eligible persons may send their consent, to the Registrar to the Offer, on

a plain paper stating acceptance of the Offer with Name; Address; Number of Shares held; Distinctive Number; Folio

Number, Number of shares offered; along with documents as mentioned above, so as to reach the Registrar to the Offer

on or before Closure of the Offer, i.e, not later than Tuesday, 24 April, 2007 or in case of beneficial owners they may send

their application in writing to the Registrar to the Offer, on a plain paper stating acceptance of the Offer with 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, duly acknowledged by the DP, in favour of the Special Depository

Account, or the eligible persons can write to the Manager to the Offer requesting for the Letter of Offer and Form of

Acceptance cum Acknowledgement and fill up the same in accordance with the instructions given therein, so as to reach

the Registrar to the Offer, on or before the Close of the Offer, i.e., not later than Tuesday, 24 April, 2007 Unregistered

owners should not sign the transfer deed and the transfer deed should be valid for transfer. Alternatively, the Letter of

Offer and Form of Acceptance cum Acknowledgement will be available on SEBI’s website (www.sebi.gov.in), from the

date of Opening of the Offer. The eligible persons can download the Form of Acceptance cum Acknowledgement from the

SEBI’s website and apply using the same.

12.4 If the aggregate of the valid responses to the Offer exceeds the offer size of 9,00,000 fully paid-up equity shares of

DAEHL (representing 20% of the paid-up equity share capital of DAEHL), then the Acquirers shall accept the shares

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received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations.

12.5 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 Special Depository Account is received on or before the

date of Closure of the Offer, i.e., not later than Tuesday 24 April, 2007, else the application will be rejected.

12.6 While tendering shares under the Offer, NRIs/OCBs/Foreign Shareholders will be required to submit the previous RBI

Approvals (specific or general) that they may have obtained for acquiring shares of DAEHL. In case previous RBI Approvals

not being submitted, the Acquirers reserve the right to reject such shares tendered.

12.7 While tendering shares under the Offer, NRI/OCBs/Foreign Shareholders will be required to submit a Tax Clearance

Certificate from the Income Tax authorities, indicating the amount of tax to be deducted by the Acquirers under the Income

Tax Act, 1961 before remitting the consideration. In case the aforesaid Tax Clearance Certificate is not submitted, the

Acquirers will arrange to deduct tax at the rate as may be applicable to the category of the shareholder under the Income

Tax Act, 1961, on the entire consideration amount payable to such shareholder.

12.8 In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, shareholders desirous of withdrawing their acceptance

tendered by them in the Offer, may do so up to three working days prior to the date of closure of the Offer, i.e., on or before

Thursday, 19 April, 2007 The withdrawal option can be exercised by submitting the documents as per the instructions

below, so as to reach the Registrar to the Offer as per the mode of delivery indicated therein on or before Thursday, 19

April, 2007. The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed with the Letter of

Offer. In case of non-receipt of Form of Withdrawal, the withdrawal option can be exercised by making a plain paper

application along with the following details

� In case of physical shares: Name; Address; Distinctive Numbers; Folio Number; Number of Shares tendered and

� In case of dematerialized shares: Name; Address; 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.

12.9 Shareholders should enclose the following:

For Equity Share held in demat form:

Beneficial owners should enclose:

� Duly signed and completed Form of Withdrawal.

� Acknowledgement slip in Original / Copy of the submitted Form of Acceptance cum Acknowledgement in case

delivered by Registered A.D.

� Photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off-market”

mode, duly acknowledged by the DP.

For Equity Shares held in physical form:

Registered Shareholders should enclose:




� 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 DAEHL and duly

witnessed at the appropriate place.

Unregistered Shareholders should enclose:




12.10 The withdrawal of Shares will be available only for the Share certificates / Shares that have been received by the

Registrar to the Offer / Special Depository Escrow Account.

12.11 The intimation of returned shares to the Shareholders will be at the address as per the records of the DAEHL / Depository

as the case may be.

12.12 The Form of Withdrawal should be sent only to the Registrar to the Offer.

12.13 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 DAEHL.

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12.14 Partial withdrawal of tendered shares can be done only by the Registered shareholders / Beneficial owners. In case of

partial withdrawal, the earlier Form of Acceptance will stand revised to that effect.

12.15 Shareholders holding shares in dematerialized form are requested to issue the necessary standing instruction for receipt

of the credit in their DP account.

12.16 In case of delay in receipt of statutory approvals, if any, SEBI has a power to grant extension of time to Acquirer for

payment of consideration to shareholders, subject to Acquirers agreeing to pay interest for the delayed period as directed

by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay occurs on account of willful

default by Acquirers in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become

applicable.

12.17 Payment of consideration will be made by crossed account payee cheque / demand draft and sent by registered post, to

those shareholders / unregistered owners and at their own risk, whose shares / share certificates and other documents

are found in order and accepted by Acquirers. In case of joint registered holders, cheques / demand drafts will be drawn

in the name of the sole / first named holder / unregistered owner and will be sent to him. It is desirable that shareholders

provide bank details in the Form of Acceptance cum Acknowledgement, so that same can be incorporated in the cheque

/ demand draft.

12.18 Unaccepted or withdrawn share certificate(s), transfer form(s) and other documents, if any, will be returned by Registered

Post at the shareholders’ / unregistered owners’ sole risk to the sole/first named shareholder / unregistered owner.

Unaccepted or withdrawn shares held in demat form will be credited back to the beneficial owners’ depository account

with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance

cum Acknowledgement.

13. GENERAL

13.1 Acquirers can revise the price upwards upto seven working days prior to closure of the Offer i.e. on or before Friday, 13

April, 2007 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.

13.2 Shareholders may note that if there is 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.

13.3 The Acquirers shall upto Tuesday, 08 May, 2007 complete all procedure relating to the Offer including payment of

consideration to the equity shareholders who have accepted the Offer and for the purpose open a Special Account as

provided under Regulation 29 of SEBI (SAST) Regulations, 1997.

13.4 The instruction, authorization and provisions contained in the form of acceptance cum acknowledgement constitute part

of the terms of the Offer.

13.5 The Registrar to the Offer will hold in trust the Share Certificates, Form of Acceptance cum Acknowledgement, if any,

and the transfer form/s on behalf of the shareholders of DAEHL who have accepted the Offer, till the drafts / pay orders

for the consideration and / or the unaccepted share certificates are dispatched / returned. Equity Shares not accepted

under the offer will be sent to the shareholders/applications at their own risk by registered post.

13.6 Acquirers shall acquire the equity shares from the shareholders of DAEHL who have validly tendered the equity shares

under the Offer (i.e. equity shares and other documents are in order and in accordance with the terms of the Offer) and

remit the consideration in respect thereof on or before Tuesday, 08 May, 2007 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.

13.7 The equity shares of DAEHL are in compulsory de-materialized form and the minimum marketable lot is one equity

share. Where the number of shares offered for sale by the shareholders is more than the Offer size, the Acquirers shall

accept the shares received on a proportionate basis in consultation with the Manager to the Offer in accordance with

Regulation 21(6) of the SEBI (SAST) Regulations. Shares not accepted under the Offer will be sent to the shareholders

/ applicants at their sole risk by Registered Post.

13.8 For any queries regarding the Offer the shareholders / applicants may contact the Registrar to the Offer / Manager to the

Offer at the address mentioned on the cover page of this Letter of Offer.

13.9 Acquirers would be responsible for ensuring compliance with the Regulations.

13.10 Compliance Officer

Dr J. Agarwal,

Executive Chairman,

19, (Old No.13) Cathedral Road,

Chennai-600086

Tel No: +91 44 28116233

Fax No: +91 44 28115871.

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14. DOCUMENTS FOR INSPECTION

The following documents will be available for inspection to the shareholders of DAEHL at the address of the Manager to

the Offer M/s.Karvy Investor Services Limited, “Karvy House”, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500

034 from 11.00 a.m. to 3.00 p.m. on any working day until the Offer closes.

a) Copy of Public Announcement as published in the newspapers on 15 February, 2007.

b) The Net worth certificate of the Acquirers dated 27 March, 2007 from Mr.S.Neelakantan of M.K.Dandekar & Co

c) Certificate of Incorporation and Memorandum and Articles of Association of DAEHL.

d) Annual Reports of DAEHL for the financial years ended March 31,2004, 2005 and 2006

e) Copy of bank guarantee dated 13/02/2007, No. BG: 0060100001076 for Rs.98.00 lakhs and copy of the letter

confirming deposit of Rs.4 lakh (representing an amount, being more than 1% of the maximum purchase consideration

payable in terms of the Offer) issued by UTI Bank Ltd having office at 82, Dr.Radhakrishnan Salai, Chennai - 600

004 valid till 08 August, 2007 in favour of the Manager to the Offer.

f) Copy of MOU dated 14 February 2007 between Karvy Investor Services Limited, the Manager to the Offer and the

Acquirers.

g) Copy of confirmation regarding opening of Special Depository Account in the name and Style of “Dr.Agarwal’s Eye

Hospital Limited Escrow Account - Open Offer”

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15. DECLARATION BY THE ACQUIRERS

The Acquirers severally and jointly accept full responsibility for the information contained in the PA and this Letter of Offer,

Form of Acceptance, Form of Withdrawal and would be severally and jointly 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.

Acquirers

Place: Chennai

Date: 29th March, 2007

Enclosed:

a) Form of Acceptance-cum-Acknowledgement

b) Form of Withdrawal

c) Transfer Deed, if applicable

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