LETTER OF OFFER Industries Ltd...Email: [email protected] Contact Person: Mr. M. Murali Krishna...

LETTER OF OFFERTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

"This Letter of Offer is being sent to you as a shareholder(s) of Sayaji Industries Limited (hereinafter referred to as "SIL" or "the Company" or the"Target Company"). If you require any clarification about the action to be taken, you may consult your Stockbroker or Investment Consultant orthe Manager to the Offer or the Registrar to the Offer. In case you have recently sold your shares in "SIL", please hand over this Letter of Offerand the accompanying Form of Acceptance -cum - Acknowledgement, Form of Withdrawal and Transfer Deed to the member of the StockExchange through whom the said sale was effected."

OFFER OPENS ON: November 3, 2010 OFFER CLOSES ON: November 22, 2010

Mrs. Sujata Priyam Mehtaresiding At Bipin Nivas, Panchvati, Ellisbridge, Ahmedabad 380006.

Tel.: +91-79-2642 7492, Fax: +91-79-2290 2424; E-mail: [email protected],Priyam Commercial Enterprises Pvt. Ltd.,

Registered Office: Bipin Nivas, Panchvati, Ellisbridge, Ahmedabad 380006.Tel.: +91-79-26562263, Fax: +91-79-2290 2424; E-mail: [email protected]

ANDBini Commercial Enterprises Pvt. Ltd.

Registered office: Bipin Nivas, Panchvati, Ellisbridge, Ahmedabad 380006.Tel.: +91-79-26562263, Fax: +91-79-2290 2424; E-mail: [email protected]

(Hereinafter collectively referred to as "The Acquirers")MAKE A CASH OFFER AT RS. 1550/- PER FULLY PAID UP EQUITY SHARE OF RS. 100/- EACH ("OFFER PRICE")

(The price calculated as per the provisions of Regulation 20 (5) of the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations, 1997, (the "REGULATIONS") and subsequent amendments thereto.)

TO ACQUIRE 15800 EQUITY SHARESRepresenting 20% of the total issued and subscribed equity share capital and 20% of the voting rights of

Sayaji Industries LimitedRegistered Office - P. O. Kathawada, Maize Products, Ahmedabad 382 430.)

Tel.:91-79-2290 1581; Fax:+91-79-2290 2424Email: [email protected] website: www.maizeproducts.com,

Vivro Financial Services Private LimitedSEBI REGN. No.: INM000010122"Manu Mansion", 16/ 18, Shahid BhagatSingh Road, Opp. Old Customs House, Fort,Mumbai - 400 023.Tel.: (022) - 22657364, 22624656, 22658397,Fax: (022) 22658406Email-id: [email protected] Person: Mr. Ashok Mehta

MANAGER TO THE OFFER

Karvy Computershare Private LimitedSEBI REGN. No.: INR000000221Plot No. 17-24 Vithalrao Nagar, Madhapur,Hyderabad -500 081Tel.: +91-40-2342 0815-0823/44655000Fax:+91-40-23431551Email: [email protected] Person: Mr. M. Murali Krishna

REGISTRAR TO THE OFFER

Please Note:1. This Offer is made pursuant to provisions of Regulation 11(2) and in compliance with the Securities Exchange Board of India (Substantial Acquisition

of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “Regulations”) and subsequent amendments thereto.2. The offer is not conditional.3. The offer is not a competitive bid.4. The offer has been approved by shareholders of SIL at the Annual General Meeting held on 13th August, 2010. Apart from this as on the date of this

Letter of Offer, no approval, statutory or otherwise are required to acquire the Equity Shares that are tendered pursuant to this offer, under theMonopolies and Restrictive Trade Practices Act 1969, Foreign Exchange Management Act, 1999 and/or any other applicable law and from any bankand/or financial institutions for the said acquisition. However, the offer would be subject to all statutory approvals that may become applicable at alater date

5. Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement/Letter of Offer, canwithdraw the same up to three working days prior to the date of the “Closure of the Offer”. The request for such withdrawal should reachto the designated centers before 5 p.m. on or before 17th November , 2010 by filling the Form of withdrawal-cum-acknowledgementattached herewith.

6. Upward revision / withdrawal of offer, if any, would be informed by way of Public Announcement on or before Thursday, 11th November, 2010 inrespect of such changes in all the newspapers in which the original Public Announcement was made. The Acquirers shall pay the revised price for allthe shares tendered any time during the offer and which are accepted by the Acquirers under the Offer.

7. If the aggregate of the valid response exceeds 15,800 shares, then, the Acquirers shall accept the shares equal to the offer size i.e. 15,800 shares,on a proportionate basis, in consultation with the Manager to the Offer, in accordance with Regulation 21(6) of the Regulations.

8. If there is competitive bid:● The public offer under all the subsisting bids shall close on the same date.● As the Offer Price in such circumstance 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 until the commencement of that period to know the final Offer price ofeach bid and tender their acceptance accordingly.

9. The procedure of acceptance of this Offer is set out in Section 8 of this Letter of Offer. A Form of Acceptance- cum -Acknowledgement and anInstrument of Transfer are enclosed with this Letter of Offer.

10. A Copy of the Public Announcement dated 26th July, 2010 and a copy of this Letter of Offer (including Form of Acceptance cum Acknowledgement)is available on SEBI website at http://www.sebi.gov.in Form of Acceptance cum Acknowledgement may be downloaded from the said website forthe purpose of making an application.

11. The Acquirers shall make payment of consideration to the shareholders latest by Tuesday, 7th December, 2010. The offer may be withdrawn in termsof Regulation 27 of the SEBI (SAST) Regulations, in the event the requisite statutory approvals, if any is refused. In the event of such withdrawal,the same would be notified in ‘the form of a Public Announcement in the same newspapers where the original Public Announcement appeared.

All further correspondence, if any, should be addressed to the Registrar to the Offer at the address mentioned below:

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SCHEDULE OF MAJOR ACTIIVITIES OF THE OFFER:

ACTIVITY Original Schedule Revised Schedule

DATE DAY DATE DAY

Public Announcement 26-07-2010 Monday 26-07-2010 Monday

Last Date for Competitive Bid 14-08-2010 Saturday 14-08-2010 Saturday

Specified Date (for the purpose of determining 16-08-2010 Monday 16-08-2010 Mondaythe names of the shareholders to whom theLetter of Offer would be sent.)

Day by which Letter of Offer to be 06-09-2010 Monday 28-10-2010 ThursdayPosted to the Shareholders

Date of Opening of the Offer 16-09-2010 Thursday 3-11-2010 Wednesday

Last Date for Revising the 24-09-2010 Friday 11-11-2010 ThursdayOffer price/No. of Shares

Last Date upto which the 30-09-2010 Thursday 17-11-2010 WednesdayShareholders may withdraw

Date of Closure of the Offer 05-10-2010 Tuesday 22-11-2010 Monday

Date by which acceptance/ rejection would be 20-10-2010 Wednesday 07-12-2010 Tuesdaycommunicated and the correspondingpayment for the acquired shares and/ or theunaccepted shares/ share certificateswill be dispatched/ credited.

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Risk Factors:

1. The shares tendered in the Offer will lie to the credit of a designated Escrow Account till the completion of the Offerformalities. Accordingly, the Acquirers make no assurance with respect to the market price of the Shares both duringthe Offer period and upon the completion of the Offer and disclaim any responsibility with respect to any decision byany Shareholder on whether to participate or not to participate in the Offer.

2. In the case of oversubscription in the Offer, as per the Regulations, acceptance would be determined onproportionate basis and hence there is no certainty that all the shares tendered by the shareholders in the Offer will beaccepted.

3. In the event that either (a) regulatory approval is not received in a timely manner or (b) there is any litigation leadingto stay of the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letterof Offer. Consequently, the payment of consideration to the public shareholders of “SIL”, whose shares have beenaccepted in the Offer as well as the return of Shares not accepted by the Acquirers, may be delayed. In case of delaydue to non-receipt of regulatory approvals, as per section 22(12) of the Regulations, SEBI may, if satisfied that thenon-receipt of the regulatory approvals was not due to the willful default or negligence or failure to diligently pursuethe application for such approvals, grant extension of time for the purpose subject to the Acquirers agreeing to payinterest to the shareholders of “SIL”, as may be specified by SEBI.

4. The Acquirers make no assurance with respect to the financial performance of the Target Company.

The risk factors set forth above pertains to the Offer and not in relation to the present or future business operations ofthe “Target Company” or any other related matters and are neither exhaustive nor intended to constitute a completeanalysis of the risk involved in participation or otherwise by a shareholder in the offer. Shareholders of SIL are advisedto consult their stockbrokers or investment consultants, if any, for further risk with respect to their participation in theoffer.

5. Litigation, regulatory measures and similar claims could affect the offer.

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TABLE OF CONTENTS

S. No. Subject Page No.

1. DEFINITIONS 5

2. DISCLAIMER CLAUSE 6

3. DETAILS OF THE OFFER 7

4. BACKGROUND OF THE ACQUIRERS AND PERSONS ACTING IN CONCERT 9

5. OPTION TO THE ACQUIRERS IN TERMS OF REGULATION 21 (2) 19

6. BACKGROUND OF THE TARGET COMPANY – SAYAJI INDUSTRIES LIMITED 19

7. OFFER PRICE AND FINANCIAL ARRANGEMENTS 33

8. TERMS AND CONDITIONS OF THE OFFER 34

9. PAYMENT OF CONSIDERATION 37

10. DOCUMENTS FOR INSPECTION 39

11. DECLARATION BY THE ACQUIRERS 39

Encl.:

i. Form of Acceptance cum Acknowledgment

ii. Form of Withdrawal

iii. Share Transfer Form, if applicable

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1. DEFINITIONS / ABBREVIATIONS

Acquirers Mrs. Sujata Priyam Mehta, Priyam Commercial Enterprises Pvt. Ltd., Bini CommercialEnterprises Pvt. Ltd.

AGM Annual General Meeting

ASE The Ahmedabad Stock Exchange Limited

CDSL Central Depository Services (India) Limited

Company / Target Company Sayaji Industries Limited

Date of Closure of Offer Monday, November 22, 2010

DP Depository Participant

Eligible Person(s) for the Offer All owners (registered or unregistered) of the shares (other than Acquirers, Promoters/ Promoters Group ) anytime before the date of closure of the Offer

Escrow Bank HDFC Bank Limited “HDFC House”, 1st Floor, Near Jain Derasar, Navrangpura,Ahmedabad-380009

Expanded Post Issue The Post Preferential expanded paid up voting capital of Sayaji Industries LimitedPaid Up Capital

FEMA Foreign Exchange Management Act, 1999

Form of Acceptance / FOA Form of Acceptance-cum-Acknowledgement

FOW Form of Withdrawal-cum-Acknowledgement

Letter of Offer (LOO) This Letter of Offer

Manager / Manager to the Offer Vivro Financial Services Private Limited / Merchant Banker /Vivro

NSDL National Securities Depository Limited

Non-Resident Shareholders Non-Resident Indians, OCBs holding equity shares of “SIL”

Offer Open Offer for acquisition of 15,800 equity shares, representing 20.00% of the totalpost preferential issued, subscribed and paid up equity share capital and 20.00% ofvoting capital of “SIL” at the Offer Price being made by the Acquirers to theshareholders of “SIL”.

Offer Price Rs. 1,550/- per fully paid up equity share determined under Regulations 20(5) of theTakeover Regulations.

PA Public Announcement dated July 26, 2010

Registrar / Registrar to the Offer Karvy Computershare Private Limited.

RBI Reserve Bank of India

SEBI/Board Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India, Act, 1992

Shares Equity Shares having face value of Rs. 100/- each of “SIL”

SSA Share Subscription Agreement entered into between the Acquirers & SayajiIndustries Limited dated July 22, 2010 to subscribe for 19,000 fully paid up equityshares (shares) of Rs. 100- each representing 24.05% of the post preferential(expanded) paid up share capital and 24.05% of voting capital of Sayaji IndustriesLimited at a price of Rs. 1,550/- (Rupees One Thousand Five Hundred and Fiftyonly) per fully paid equity share payable in cash).

Specified Date Date for the purpose of determining the names of the shareholders, as appearing inthe Register of Members of “SIL” to whom the letter of offer will be sent i.e. August 16,2010

Takeover Regulations / Securities And Exchange Board of India (Substantial Acquisition of Shares and

Regulations / Takeover code Takeovers) Regulations, 1997 and subsequent amendments thereto.

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2. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULD,NOT IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVEDBY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OFOVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE INCONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF SAYAJIINDUSTRIES LIMITED, TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKEANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRERS OR OF THE COMPANYWHOSE SHARES / CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTSMADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOODTHAT, WHILE THE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY ANDDISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER ISEXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIRRESPONSIBILITY ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE MANAGER OF THE OFFER– VIVRO FINANCIAL SERVICES PRIVATE LIMITED HAS SUBMITTED DUE DILIGENCE CERTIFICATE DATED 31st

JULY, 2010 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER)REGULATIONS 1997 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOESNOT HOWEVER ABSOLVE, THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORYCLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

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3. DETAILS OF THE OFFER

3.1 Background of the Offer

3.1.1 This Open Offer (hereinafter referred to as “Offer”) is being made by Mrs. Sujata Priyam Mehta, Priyam CommercialEnterprises Private Limited and Bini Commercial Enterprises Private Limited, promoters of Sayaji IndustriesLimited (hereinafter collectively referred to as “Acquirers”) to the Equity Shareholders of Sayaji Industries Limited,a company incorporated under the Companies Act, 1956, having its Registered Office at P.O Kathawada, MaizeProducts, Ahmedabad- 382 430 in compliance with the Regulation 11(2) of the SEBI (SAST) Regulations, 1997.

The Acquirers belong to the promoter group, who are controlling the company.

The prime objective of the offer by the Acquirers is to consolidate their holdings and voting rights in SIL.

3.1.2 The Acquires have entered into a Share Subscription Agreement with Sayaji Industries Limited (hereinafterreferred to as “SIL” or “Company” or “Target Company”) on July 22, 2010 with respect to subscription andallotment on preferential basis of an aggregate of 19,000 fully paid-up equity shares of face value Rs. 100/- eachconstituting 24.05% of post preferential share/voting capital of SIL at a price of Rs.1,550/- ( Rupees One ThousandFive Hundred and Fifty only) per share (the price determined in accordance with Chapter VII of Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 [SEBI (ICDR)Regulations, 2009] as applicable (“Issue” or “Preferential Issue”). The Preferential Issue by SIL is subject tovarious conditions precedent being fulfilled, including approval of shareholders of SIL at the ensuing AnnualGeneral Meeting to be held on 13th August, 2010 which has been approved at the said Annual General Meeting.

The shares subscribed by the acquirers under the preferential allotment in % are as under:

Sr. No. Name of the Promoter No. of Shares % of shares allotted post preferentialissued capital

1. Mrs. Sujata Priyam Mehta 8,000 10.13

2. Priyam Commercial Enterprises Pvt. Ltd 8,000 10.13

3. Bini Commercial Enterprises Pvt. Ltd 3,000 3.80

24.06

3.1.3 The Board of Directors of SIL at their Meeting held on 14th July, 2010, approved the issue and in terms of section81 (1A) of the Companies Act, 1956. Shareholders have also approved in the Annual General Meeting held onAugust 13, 2010 and authorized the board to allot 19,000 fully paid-up equity shares of face value of Rs. 100/-each representing 24.05% of post preferential share/voting capital as required under Regulations 23(1)(b) ofSEBI (SAST) Regulations, 1997. The Board of Directors of the Company has allotted said 19000 equity shares attheir meeting held on 16th August, 2010 and on completion of the Preferential Issue the post issue voting sharecapital of SIL comprise of 79,000 fully paid up equity shares of Rs. 100/- each (the post issue voting share capital)

The Target Company has received ‘In- Principle’ approval from ASE for the issue of 19,000 Equity shares onpreferential basis to the promoters, under Clause 24 (a) of the Listing Agreement, vide its letter dated 20th July,2010. It has also received final listing and trading permission from ASE vide their letter No. ASEL/2010-11/928dated 30th August 2010.

3.1.4 The Acquirers hold 11,505 equity shares representing 19.18% shares in SIL as on the date of this PublicAnnouncement as under:

Name of the Acquirer No. of Shares % of pre No. of Equity % of Postheld- pre preferential Shares held - post Preferent ia lpreferential issue Issued Capital preferential issue Issued Capital

Mrs. Sujata Priyam Mehta 6,153 10.26 14,153 17.92

Priyam Commercial Enterprises Pvt. Ltd. 2,638 4.40 10,638 13.47

Bini Commercial Enterprises Pvt. Ltd. 2,714 4.52 5,714 7.23

Total 11,505 19.18 30,505 38.62

3.1.5 The salient features of the SSA are as under:

● The acquirers have agreed to subscribe to 19,000 equity shares of the target company on a preferential basisat a price of Rs. 1,550/- per share fully paid-up.

● The shareholders have approved the allotment of 19,000 equity shares to the acquirers on a preferentialbasis at their meeting held on 13th August 2010.

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● The Board of Directors of the target company allotted 19,000 equity shares to the acquirers on a preferentialbasis in their meeting held on 16th August 2010 in accordance with the approval of the shareholders andSEBI (ICDR) Regulations, 2009.

3.1.6 Before the preferential issue, the Acquirers held 11,505 Equity Shares representing 19.18 % of the paid up capitalof the Target Company. The other members of the Promoters Group collectively held 28,572 Equity Sharesrepresenting 47.62% of the paid up capital of the Target Company. The Acquires entered into a Share SubscriptionAgreement with SIL on July 22, 2010 with respect to subscription and allotment on preferential basis of anaggregate of 19,000 fully paid-up equity shares of face value Rs. 100/- each at the price of Rs.1550/- per share.The Board of Directors of SIL allotted the said 19000 fully paid up equity shares of the face value of Rs.100/- eachon 16th August, 2010 after obtaining the approval of shareholders of the company at the Annual General Meetingheld on 13th August, 2010. After the Preferential Issue, the holding of the Acquirers along with the holding of othermember of promoters increase from 40,077 equity shares (66.80% of pre preferential paid up equity share capitalof the company) to 59,077 equity shares representing 74.78% of the Post Preferential paid up equity share capitalof SIL, as the entire shares allotted to acquirers are subscribed by them. This Share Subscription Agreementintending an increase in the promoters’ holding as mentioned in para 3.1.2 above has resulted in triggering of theprovisions of SEBI (SAST) Regulation,1997.

3.1.7 The voting rights of the promoters group before and after preferential allotment is given below:

Category Pre Issue (Preferential Allotment) Post Issue (Preferential Allotment)

No. of Shares % of Share Holding No. of Shares % of share Holding

Promoters Group 40,077 66.80 59,077 74.78

Public 19,923 33.20 19,923 25.22

Total 60,000 100.00 79,000 100.00

3.1.8 The entire shares proposed to be acquired under this offer will be acquired by the Acquirers and no otherpersons/ entity proposes to take part in the acquisition. For the purpose of this Offer there is no Person Acting inConcert (PAC) with the Acquirers. The shares proposed to be acquired by the Acquirers under the open offer areas under:

Name of the Acquirer No. shares proposed to be % of shares acquiredacquired under the open Offer under the open offer

Mrs. Sujata Priyam Mehta 6,653 42.11%

Priyam Commercial Enterprises Pvt. Ltd. 6,652 42.10%

Bini Commercial Enterprises Pvt. Ltd. 2,495 15.79%

Total 15,800 100.00%

3.1.9 As on date, the Acquirers do not have any plans to make changes in the Board of Directors of the Target Companypursuant to the Open Offer.

3.1.10 The Acquirers, the Promoters / Promoters group and the Target Company have not been prohibited by SEBI fromdealing in securities, in terms of direction issued under section 11B of the SEBI Act, 1992 or under any of theRegulations made under the SEBI Act, 1992

3.1.11 The Manager to the Offer, Vivro Financial Services Private Limited, does not hold any share in the TargetCompany. They declare and undertake that they shall not deal in the shares of the Target Company during theperiod commencing from the date of their appointment as Manager to the Offer till the expiry of 15 days from thedate of closure of offer.

3.1.12 The Equity Shares of “SIL” to be acquired, pursuant to the offer shall be, free from all lien, charges and encumbrances

3.2 Details of the Proposed Offer:

3.2.1 The Public Announcement dated July 26, 2010 was made in the following newspapers, in accordance withRegulation 15 of SEBI (SAST) Regulations, 1997

Newspapers Language Editions

Financial Express English All Edition

Jansatta Hindi All Edition

Financial Express Gujarati Regional Edition

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The Public Announcement dated Monday, July 26 , 2010 is also available on SEBI’s website at http://www.sebi.gov.in/

3.2.2 The Acquirers Mrs. Sujata Priyam Mehta, Priyam Commercial Enterprises Pvt. Ltd. and Bini Commercial EnterprisesPvt. Ltd are making an offer to the public shareholders of SIL (other than the existing Promoters Group of SIL) toacquire up to 15,800 fully paid-up Equity Shares of Rs. 100/- each of SIL (“Equity Shares”), as per details givenbelow, representing 20% of the Post Preferential Issued voting share capital of SIL, at a price of Rs. 1,550/- perfully paid-up Equity Share (the “Offer Price”), payable in cash subject to terms and conditions mentioned hereinafter,to those shareholders whose names appear on the register of members on Specified Date i.e. August 16, 2010.

3.2.3 This Offer is being made pursuant to regulation 11 (2) of the SEBI (SAST), Regulations, 1997, consequent to theAcquirers entering in to SSA with SIL for Preferential Issue referred to in paragraph 3.1.2 above. There are nopartly paid-up shares of SIL.

3.2.4 The offer is at a cash price of Rs. 1,550/- per fully paid up equity share. There is no differential pricing in the offer.

3.2.5 The offer is not a competitive bid.

3.2.6 The offer is not conditional on any minimum level of acceptance.

3.2.7 The acquirers have not acquired any further shares of the target company after the date of PA i.e. Monday July 26,2010 till the date of this Letter of Offer.

3.2.8 The offer is not as a result of global acquisition resulting to indirect acquisition of the SIL.

3.2.9 The Offer is subject to the terms and conditions set out in this Letter of Offer.

3.2.10 The Offer may be withdrawn, in terms of regulation 27 of the SEBI (SAST) Regulations, 1997, in the event therequisite statutory approval, if any, is refused. In the event of withdrawal, Public Announcement will be publishedin the same newspapers in which the original PA was published, indicating reason for withdrawal of the offer.

3.3. Object of the Acquisition / Offer

3.3.1 SIL is engaged in the business of manufacture and sale of starches, its derivatives and by-products. To carry onthese activities the company has availed working capital facilities from Punjab National Bank. In order to complywith the terms and conditions stipulated by the Punjab National Bank while renewing the working capital facilitiesand also vide its Letter dated 7th June, 2010, the Target company intends to raise the paid up capital and improvenet working capital by issuing further equity shares on preferential basis to the promoters of the Company. TheAcquirers have subscribed to 19,000 equity shares.

3.3.2 This offer is being made pursuant to signing of the SSA for preferential allotment of equity shares by SIL toAcquirers as explained in para 3.1.2 above and pursuant to Regulation 11(2) of the SEBI (SAST) Regulations1997, resulting in consolidation of holding of the Acquirers in SIL. This acquisition will not result in a change incontrol of the Target Company. The offer has been made in compliance with the other provisions of Chapter III ofthe Regulations.

3.3.3 The Acquirers do not have any plans to dispose off or otherwise encumber any assets of the Company in thesucceeding two years from the date of the closure of the offer, except in the ordinary course of business with theprior approval of the shareholders of the Company.

4. BACKGROUND OF THE ACQUIRERS

4.1 Acquirers

4.1.1. Mrs. Sujata Priyam Mehta

a Mrs. Sujata Priyam Mehta is a wife of Mr. Priyam B. Mehta, aged 47 years, residing at Bipin Nivas, Panchvati,Ellisbridge, Ahmedabad-380006; Tel.: +91-79-2642 7492; E-mail id: [email protected].

b. She is an Arts graduate from Mumbai University. She is a director in the following unlisted companies:

Sr. No. Name of the Company

1. Varun Travels Private Limited

2. C V Mehta Private Limited

3. N B Commercial Enterprises Private Limited

4. Priyam Commercial Enterprises Private Limited

5. Bini Commercial Enterprises Private Limited

6. Viva Texchem Private Limited

c. She is the promoter of Varun Travels Private Limited. Apart from Sayaji Industries Limited and Varun Travels

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Private Limited Mrs. Sujata Priyam Mehta has not promoted any other listed or unlisted company.

d. As on the Date of PA, Mrs. Sujata Priyam Mehta was holding 6,153 fully paid up Equity Shares representing10.26% of the pre preferential issued voting capital of the Target Company. After Preferential allotment, Mrs. SujataPriyam Mehta hold 14,153 fully paid up equity share representing 17.92% of post preferential Issued votingcapital of the target company.

e. She is part of the Promoter Group of the Target Company. Ms. Sujata Priyam Mehta is neither director in anyListed Company nor a full time director in any company.

f. Mr. Chirag M. Shah, Partner, Mahendra N. Shah & Co., Chartered Accountants (Membership No. F-45706),having their office at E Block, 3rd Floor, Capital Commercial Center, Near Sanyas Ashram, Ashram Road,Ahmedabad-380 009 Tel.: +91-79-2657 5085; Fax: +91-79-2658 4359 has certified vide his certificate dated 20th

July, 2010 that the net worth of Mrs. Sujata Priyam Mehta as on 20th July, 2010 is Rs. 237.27 lacs and also certifiedthat Mrs. Sujata Priyam Mehta has sufficient means to fulfill her part of the obligations under this instant offer.

g. The promoters of the company namely Mr. Priyam B. Mehta purchased 4,783 Equity Shares and Mrs. Sujata P.Mehta purchased 4,750 Equity Shares of the company from Life Insurance Corporation of India on 19th September,2009 at a price of Rs. 1,500/- (Rs. Fifteen Hundred only) per share. Thereafter, they made an open offer to thepublic shareholders of SIL to acquire 20% of the total paid up capital of the company in compliance with theprovisions of regulation 11(1) of SEBI (SAST) Regulations, 1997. To comply with regulation 11(1) of the Regulationsthe Public Announcement was made on 23rd November, 2009 at a price of Rs. 1,525/- (Rs. Fifteen Hundred andTwenty Five only) per share. The Open Offer opened on 4th December, 2009 and closed on December 23, 2009.Mr. Priyam B. Mehta and Mrs. Sujata P. Mehta acquired 1,350 Equity Shares each (total 2,700 Equity Sharesrepresenting 4.5% of the issued share capital of the company) under the open offer.

h. The compliances under Chapter II of SEBI (SAST) Regulations, 1997 are applicable to the Acquirer and she hasmade timely disclosures to the target company.

i. There is no pending litigations against Mrs. Sujata Priyam Mehta.

4.1.2 Priyam Commercial Enterprises Private Limited ( PCEPL)

a. PCEPL was incorporated as a Private Limited Company on February 27, 1982, under the Companies Act, 1956,with the Registrar of companies, Gujarat vide its certificate of incorporation dated February 27, 1982. The CIN ofPCEPL is U65990GJ1982PTC005051. The registered office of the company is situated at Bipin Nivas, Panchvati,Ellisbridge, Ahmedabad- 380006, Tel.: +91-79-26562263, Fax: +91-79-2290 2424; E-mail: [email protected].

b. PCEPLis registered as Non deposit taking NBFC with Reserve Bank of India vide its registration certificateNo. 01.00147 dated 20th March, 1998.

c. The company is promoted by Late Shri Bipinbhai Vadilal Mehta, Shri Priyambhai B. Mehta and other familymembers. The company belongs to Sayaji Industries Group.

d. PCEPL is an investment company, mainly investing in the Group Companies.

e. PCEPL has not promoted any other listed or unlisted company. However, PCEPL is one of the promoters of SayajiIndustries Limited, the Target Company.

f. The present Authorized Share Capital of PCEPL is Rs. 10,00,000 (Rupees Ten Lakhs only) divided into 2000(Two Thousand ) Equity Shares of Rs. 100/- (Rupees Hundred only) each, 7500 6% Redeemable Non CumulativePreference shares of Rs. 100/- each and 500 Unclassified Shares of Rs. 100/- each. The issued, subscribed andpaid up equity share capital is Rs. 1,00,000 (Rupees One Lakh only) consisting of 1000 (One Thousand ) equityshares of Rs.100/- each fully paid up. All the shares are held by Viva Texchem Pvt. Ltd., its Holding Company.

g. The Share holding Pattern of PCEPL as on the date of PA is as under:

Sr. Name and Address of Shareholder No. of EquityNo. Shares held

1 VIVA Texchem Private Limited, Bipin Nivas, Panchvati, 995Ellisbridge, Ahmedabad-380006.

Nominee Shareholders of Viva Texchem Private Ltd.

2 Bipinbhai V MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad-380006. 1

3 Priyambhai B MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad-380006. 1

4 Niramayiben B MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad- 380006. 1

5 Varun P MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad- 380006. 1

6 Vishal P MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad- 380006. 1

Total 1000

PCEPL is wholly owned subsidiary company of Viva Texchem Private Limited. Therefore Viva Texchem PrivateLimited holds 100% shares of PCEPL.

h. The Composition of Board of Directors of PCEPL is as follows:

11

Mr. Priyam Bipin MehtaDIN : 00030933Bipin Nivas,Panchvati, Ellisbridge,Ahmedabad- 380006Tel.No.: 079- 26446305

Has approx. threedecades ofexperience in theStarch Industry.Instrumental ingrowth of SIL aftertaking over themanagement in theyear 1982.

Name & Address of Directors Date of Qualifications Details of the Other Directorappointment experience shipsin the BOD

27/02/1982 InterCommerce

1.Bini CommercialEnterprises Pvt. Ltd.

2.C.V. Mehta Pvt. Ltd.3.Viva Texchem Pvt.

Ltd.4.Sayaji Sethness

Ltd.5.N.B Commercial

Enterprises Pvt. Ltd.6.Sayaji Industries

Ltd. (Chairman &Managing Director)

Mrs. Nirmayeiben BipinbhaiMehtaDIN : 00032280Bipin Nivas, Panchvati,Ellisbridge,Ahmedabad-380006Tel.No. 079- 26446305

27/02/1982 She has been adirector in groupcompanies sincelast almost threedecades.





Enterprises Pvt. Ltd.6.Varun Travels Pvt.

Ltd.

Smt. Sujata Priyam MehtaDIN: 00037746Bipin Nivas, Panchvati,Ellisbridge, Ahmedabad-380006Tel.No. 079- 26446305

30/01/2010 B.A., MumbaiUniversity

She is managingVarun TravelsPrivate Limited, anIATA TravelAgency, since lasttwo decades. Shehas been a directorin other groupcompanies.





Ltd.

Mr. Varun Priyam MehtaDIN: 00900734Bipin Nivas, Panchvati,Ellisbridge, Ahmedabad-380006Tel.No. 079- 26446305

03/08/2009 B.Sc. (BusinessAdministration)FordhamUniversity, USA

Executive Directorof Sayaji IndustriesLtd. and N.BCommercialEnterprises Pvt.Ltd. He has beeninstrumental inimproving technicalaspects ofproduction of SILand maintaining itscost level at theminimum. He hasset up andexpanded projectof manufacturingHMHDPE Barrelsin N B CommercialEnterprises PrivateLtd. in a very shortspan of time.





Enterprises Pvt. Ltd.(Executive Director)

6.Sayaji IndustriesLtd. (ExecutiveDirector)

12

i. Mr. Priyam B. Mehta, Mr. Varun P. Mehta and Mr. Vishal P. Mehta are also directors on the Board of Directors ofthe Target Company. In terms of regulation 22(9) they have undertaken not to participate in any matters concerningor relating to the offer including any preparatory steps leading to the offer.

j. Brief audited financials of PCEPL for past three years and for the period ended 30th June 2010

(a) Profit and Loss Statement( Rs. in Lacs )

Profit and Loss Statement 31st March 31st March 31st March Period Ended 2008 2009 2010 30th June 2010

(Audited) (Audited) (Audited) (Audited)

Dividend Income 3.83 3.83 3.83 -

Interest received 16.70 19.75 23.27 -

Other Income 0.27 0.23 0.24 0.05

Total Income 20.80 23.81 27.34 0.05

Expenditure

Administrative and other expenses 0.04 0.04 0.06 0.005

Profit/ Loss Before Depreciation 20.76 23.77 27.28 0.05Interest and Tax (PBIDT)

Depreciation 0.06 0.05 0.05 -

Interest 9.59 11.79 14.53 -

Profit/ Loss Before Tax (PBT) 11.11 11.93 12.70 0.05

Provision for tax 2.30 2.60 2.80 -

Short/(Excess) provision for tax 0.00 0.00 0.00 -

Deferred tax 0.00 0.00 0.00 -

FBT 0.00 0.00 0.00 -

Profit/ Loss After Tax (PAT) 8.81 9.33 9.90 0.05

Profit/ Loss after extraordinary items 8.81 9.33 10.09 0.05

Profit carried forward from Previous Year 68.36 77.17 86.50 96.59

Net profit transferred to Balance sheet 77.17 86.50 96.59 96.64

(b) Balance Sheet Statement(Rs. in Lacs )

Balance Sheet Statement 31st March 31st March 31st March Period Ended2008 2009 2010 30th June 2010


Paid up Equity Share Capital (a) 1.00 1.00 1.00 1.00

Reserves and Surplus 101.69 111.02 121.10 121.15(excluding revaluation reserve) (b)

Mr. Vishal Priyam MehtaDIN: 02690946Bipin Nivas, Panchvati,Ellisbridge, Ahmedabad-380006Tel.No. 079- 26446305

30/01/2010 B.Sc.(BusinessAdministration),BabsonCollege, USAwith Honors inEconomicsandspecializationin BusinessStrategy

He joined SayajiIndustries Ltd. andother groupCompanies asDirector in the year2010.

1.Priyam CommercialEnterprises Pvt. Ltd.




Ltd.

13

Unsecured Loans 107.80 167.08 153.15 139.65

Deferred Tax Liability 0.01 0.00 0.00 0.00

Total 210.50 279.09 275.25 261.80

Net Fixed Assets 1.35 1.29 1.24 1.24

Investment 24.34 24.34 24.34 24.34

Net Current Asset 184.81 253.46 249.67 236.22

Preliminary Expenses (c) 0.00 0.00 0.00 0.00

Total 210.50 279.09 275.25 261.80

Net Worth (a+b-c) 102.69 112.02 122.10 122.15

( c ) Other Financial Data

31st March 31st March 31st March Period Ended 2008 2009 2010 30th June 2010


Return on Net worth 8.59% 8.33% 8.11% 0.04%

Book Value Per Share 10,269.11 11,201.82 12,210.41 12,215.54

Earning Per Share (Rs.) 881.89 932.71 989.78 5.12

(Source: Based on the Audited Balance Sheet of PECPL for the year ended 31st March 2008, 31st March 2009 and 31st

March 2010 and for the three months period ended 30th June, 2010)

The formulas are

EPS = Profit after Tax and extraordinary items/ outstanding equity shares

Book Value per share = Net worth/ outstanding equity shares

Return on Net worth (%) = (Profit After Tax / Net worth)*100

Note: 1. There is no change in the accounting policy in last 3 financial years:

k. Significant Accounting Policies of PCEPL

1. Basis of Accounting:

The financial statements are prepared under the historical cost convention in accordance with the GenerallyAccepted Accounting Principles, the Accounting Standards issued by the Institute of Chartered Accountants ofIndia and the Provisions of the Companies Act, 1956.

2. Fixed Assets:

Fixed assets are valued at cost of acquisition / construction plus incidental expenses less accumulated depreciation.

3. Depreciation:

Depreciation is provided on WDV method as per Section 205 (2) (a) of the Companies Act, 1956 at the revisedrates prescribed in Schedule XIV of the Companies Act, 1956 by the Central Government vide GSR No. 756 (E)dated 16.12.1993.

4. Revenue Recognition:

Items of Income and Expenditure are accounted on accrual basis.

5. Long Term Investments:

Long Term Investments are stated at cost. Temporary diminution in value of such investment is ignored.

6. Contingent Liabilities:

Contingent Liabilities are generally not provided for but are shown by way of notes on accounts.

There is no Contingent Liability during the Financial Years 2007-08 2008-09 & 2009-10 and for the period endedon June 30, 2010

l. Comparison and reasons for fall/ rise in total income and Profit After Tax:

Financial Year 2008-09 vis-à-vis Financial Year 2007-08:

The total income of the Company during the financial year 2008-09 was Rs. 23.81 lakhs compared to Rs.20.80lakhs during the financial year 2007-08. The Profit {Profit/ (Loss) After Tax} for the year 2008-09 was Rs.9.33 lakhs

14

compared to Profit {Profit/ (Loss) After Tax} Rs.8.82 lakhs for the year 2007-08. One of the main reasons for theincrease in the profit was increase in the interest income and decrease in depreciation on fixed assets althoughthere was an increase in the interest expenses.


The total income of the Company during the financial year 2009-10 was Rs.27.34 lakhs compared to Rs.23.81lakhs during the financial year 2008-09. The Profit {Profit/ (Loss) After Tax} for the year 2009-10 was Rs.10.09lakhs compared to Profit {Profit/ (Loss) After Tax} Rs.9.33 lakhs for the year 2008-09. One of the main reasons forthe increase in Profit was increase in Interest Income and decrease in depreciation on fixed assets although therewas an increase in Interest and Financial Expenses.

m. No previous acquisitions have been made by PCEPL in the Target Company. In respect of the preferentialAllotment made by SIL after obtaining the approval of shareholders at the Annual General Meeting held on 13th

August, 2010, the Acquirer has complied with the provisions of chapter II of the SEBI (SAST) Regulations.

n. PCEPL is an unlisted company.

o. Mr. Chirag M. Shah, Partner, Mahendra N. Shah & Co., Chartered Accountants (Membership No. F-45706),having their office at E Block, 3rd Floor, Capital Commercial Center, Near Sanyas Ashram, Ashram Road,Ahmedabad-380 009 Tel.: +91-79-2657 5085; Fax: +91-79-2658 4359 has certified vide his certificate dated July20, 2010 that the net worth of PCEPL is Rs. 122.17 Lacs as on July 20, 2010.

p. PCEPL is not a sick company within the meaning of the provisions of Section 3(1)(o) of the Sick IndustrialCompanies (Special Provisions) Act, 1985.

q. As on the date of PA, PCEPL was holding 2,638 fully paid up equity shares representing 4.40% of total PrePreferential Issued Voting Capital of the Target Company. After Preferential allotment, PCEPL holds 10638 fullypaid up equity shares representing 13.47% of post preferential Issued voting capital of the target company.

r. There is no pending litigation against PCEPL.

4.1.3. Bini Commercial Enterprises Private Limited ( BCEPL)

a. BCEPL was incorporated as a Pvt. Ltd Company on February 27, 1982 under the Companies Act, 1956, with theRegistrar of companies, Gujarat vide its certificate of incorporation dated February 27, 1982 The CIN of BCEPL isU65910GJ1982PTC005053. The registered office of the company is situated at Bipin Nivas, Panchvati, Ellisbridge,Ahmedabad- 380006, Tel.: +91-79-26562263, Fax: +91-79-2290 2424; E-mail: [email protected].

b. BCEPL is registered as Non deposit taking NBFC with Reserve Bank of India vide its registration certificateNo. 01.00232 dated 4th May, 1998.

c. The company is promoted by Late Shri Bipinbhai Vadilal Mehta, Shri Priyambhai B. Mehta and other familymembers. The company belongs to Sayaji Industries Group.

d. BCEPL is an investment company, mainly investing in group companies.

e. BCEPL has not promoted any other listed or unlisted company. However, BCEPL is one of the promoters of SayajiIndustries Limited, the Target Company.

f. The present Authorized Share Capital of BCEPL is Rs. 10,00,000 (Rupees Ten Lakhs only) divided into 2000(Two Thousand ) equity shares of Rs. 100/- (Rupees Hundred only) each, 7500 6% Redeemable Non CumulativePreference shares of Rs. 100/- each and 500 Unclassified Shares of Rs. 100/- each. The issued, subscribed andpaid up equity share capital is Rs. 1,00,000 (Rupees One Lakh only) consisting of 1000 (One Thousand ) equityshares of Rs.100/- each fully paid up. All the shares are held by Viva Texchem Pvt. Ltd., its Holding Company.

g. The Share holding Pattern of BCEPL as on the date of PA is as under:

Sr. Name and Address of Shareholder No. of EquityNo. Shares held

1. VIVA Texchem Private Limited Bipin Nivas, Panchvati, Ellisbridge, 995Ahmedabad-380006.

Nominee Shareholders of Viva Texchem Private Ltd.

2. Bipinbhai V MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad-380006. 1

3. Priyambhai B MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad-380006. 1

4. Niramayiben B MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad- 380006. 1

5. Varun P MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad- 380006. 1

6. Vishal P MehtaBipin Nivas, Panchvati, Ellisbridge, Ahmedabad- 380006. 1

Total 1000

BCEPL is wholly owned subsidiary company of Viva Texchem Private Limited. Therefore Viva Texchem Private Limitedholds 100% shares of BCEPL.

15

Mr. Priyam Bipin MehtaDIN : 00030933Bipin Nivas,Panchvati, Ellisbridge,Ahmedabad- 380006Tel.No.: 079- 26446305

Has approx. threedecades ofexperience in theStarch Industry.Instrumental ingrowth of SIL aftertaking over themanagement in theyear 1982.

Name & Address of Directors Date of Qualifications Details of the Other Directorappointment experience ships in the BOD

27/02/1982 InterCommerce






Ltd. (Chairman &Managing Director)

Mrs. Nirmayeiben BipinbhaiMehtaDIN : 00032280Bipin Nivas, Panchvati,Ellisbridge,Ahmedabad-380006Tel.No. 079- 26446305

27/02/1982 She has been adirector in groupcompanies sincelast almost threedecades.






Ltd.

Smt. Sujata Priyam MehtaDIN: 00037746Bipin Nivas, Panchvati,Ellisbridge, Ahmedabad-380006Tel.No. 079- 26446305

30/01/2010 B.A., MumbaiUniversity

She is managingVarun TravelsPrivate Limited, anIATA TravelAgency, since lasttwo decades. Shehas been a directorin other groupcompanies.





Ltd.

Mr. Varun Priyam MehtaDIN: 00900734Bipin Nivas, Panchvati,Ellisbridge, Ahmedabad-380006Tel.No. 079- 26446305

03/08/2009 B.Sc. (BusinessAdministration)FordhamUniversity, USA

Executive Directorof Sayaji IndustriesLtd. and N.BCommercialEnterprises Pvt.Ltd. He has beeninstrumental inimproving technicalaspects ofproduction of SILand maintaining itscost level at theminimum. He hasset up andexpanded projectof manufacturingHMHDPE Barrelsin N B CommercialEnterprises PrivateLtd in a very shortspan of time.





Enterprises Pvt. Ltd.(Executive Director)

6.Sayaji IndustriesLtd. (ExecutiveDirector)

h. The Composition of Board of Directors of BCEPL is as follows:

16

i. Mr. Priyam B. Mehta, Mr. Varun P. Mehta and Mr. Vishal P. Mehta are also directors on the Board of Directors ofthe Target Company. In terms of regulation 22(9), they have undertaken not to participate in any matters concerningor relating to the offer including any preparatory steps leading to the offer.

j. Brief audited financials of BCEPL for past three years and for the period ended June 30, 2010

(a) Profit and Loss Statement(Rs. in Lacs)

Profit and Loss Statement 31st March 31st March 31st March Period Ended 2008 2009 2010 30th June 2010


Income from Operations 4.70 4.75 4.75 0.00

Interest received 14.50 14.59 12.58 0.00

Other Income 0.00 0.00 0.00 0.70

Total Income 19.20 19.35 17.34 0.70

Expenditure

Administrative and other Expenses 0.03 0.03 0.05 0.005

Finance charges 2.79 2.84 2.79 0.00

Professional Tax 0.01 0.00 0.00 0.00

Preliminary Expenses 0.00 0.00 0.00 0.00

Profit/ Loss Before Depreciation 16.37 16.48 14.50 0.695Interest and Tax (PBIDT)

Depreciation 0.02 0.01 0.01 0.00

Interest 6.46 5.79 3.88 0.00

Profit/ Loss Before Tax (PBT) 9.89 10.67 10.60 0.695

Provision for tax 2.60 2.80 2.80 0.00

Short/Excess I.T. Provision 0.00 0.00 0.00 0.00

Profit/ Loss After Tax (PAT) 7.29 7.87 7.80 0.695

Profit/ Loss after extraordinary items 7.29 7.70 7.90 0.695

Profit carried forward from PY 63.32 70.61 78.32 86.22

Net profit transferred to Balance sheet 70.61 78.31 86.22 86.92

(b) Balance Sheet Statement(Rs. in Lacs)

Balance Sheet Statement 31st March 31st March 31st March Period Ended 2008 2009 2010 30th June 2010


Paid up Equity Share Capital (a) 1.00 1.00 1.00 1.00

Reserves and Surplus 94.69 102.40 110.30 111.00(excluding revaluation reserve) (b)

Mr. Vishal Priyam MehtaDIN: 02690946Bipin Nivas, Panchvati,Ellisbridge, Ahmedabad-380006Tel.No. 079- 26446305

30/01/2010 B.Sc.(BusinessAdministration),BabsonCollege, USAwith Honors inEconomicsandspecializationin BusinessStrategy

He joined SayajiIndustries Ltd. andother groupCompanies asDirector in the year2010.





Ltd.

17

Unsecured Loans 73.93 65.67 23.99 23.99


Total 169.63 169.07 135.29 135.99

Net Fixed Assets 0.29 0.27 0.26 0.26

Investment 8.56 8.56 8.56 8.56

Net Current Asset 160.78 160.24 126.47 127.17

Preliminary Expenses (c) 0.00 0.00 0.00 0.00

Total 169.63 169.07 135.29 135.99

Net Worth (a+b-c) 95.69 103.40 111.30 112.00

(c) Other Financial Data

31st March 31st March 31st March Period Ended 2008 2009 2010 30th June 2010


Return on Net worth 7.62% 7.61% 7.01% 0.62%

Book Value Per Share 9,569.22 10,339.60 11,129.90 11,199.74


(Source: Based on the Audited Balance Sheet of BECPL for the year ended 31st March 2008, 31st March 2009 and 31st

March 2010 and for the Period Ended 30th June 2010)

The formulas are

EPS = Profit after Tax and extraordinary items/ outstanding equity shares

Book Value per share = Net worth/ outstanding equity shares

Return on Net worth (%) = (Profit After Tax / Net worth)*100

Note: 1. There is no change in the accounting policy in last 3 financial years:

j. Significant Accounting policies of BCEPL

1. Basis of Accounting :

The financial statements are prepared under the historical cost convention in accordance with the GenerallyAccepted Accounting Principles, the Accounting Standards issued by the Institute of Chartered Accountants ofIndia and the Provisions of the Companies Act, 1956.

2. Fixed Assets :

Fixed assets are valued at cost of acquisition / construction plus incidental expenses less accumulated depreciation.

3. Depreciation :

Depreciation is provided on WDV method as per Section 205 (2) (a) of the Companies Act, 1956 at the revisedrates prescribed in Schedule XIV of the Companies Act, 1956 by the Central Government vide GSR No. 756 (E)dated 16.12.1993.

4. Revenue Recognition :

Items of Income and Expenditure are accounted on accrual basis.

5. Long Term Investments:

Long Term Investments are stated at cost. Temporary diminution in value of such investment is ignored.

6. Contingent Liabilities:

Contingent Liabilities are generally not provided for but are shown by way of notes on accounts.

There is no Contingent Liability during the Financial Years 2007-08 2008-09 & 2009-10 and for the period endingJune 30, 2010.

k. Comparison and reasons for fall/ rise in total income and Profit After Tax:


The total income of the Company during the financial year 2008-09 was Rs. 19.35 lakhs compared to Rs.19.20

18

lakhs during the financial year 2007-08. The Profit {Profit/ (Loss) After Tax} for the year 2008-09 was Rs.7.90 lakhscompared to Profit {Profit/ (Loss) After Tax} Rs.7.29 lakhs for the year 2007-08. One of the main reasons for theincrease in the profit was increase in the interest and financial income and decrease in depreciation on fixedassets although there was increase in the interest and financial expenses.


The total income of the Company during the financial year 2009-10 was Rs.17.34 lakhs compared to Rs.19.35lakhs during the financial year 2008-09. The Profit {Profit/ (Loss) After Tax} for the year 2009-10 was Rs.7.80 lakhscompared to Profit {Profit/ (Loss) After Tax} Rs.7.87 lakhs for the year 2008-09. The main reasons for the nominaldecrease in the Net Profit is decrease in the interest income received by the company though there has also beena decrease in the payment of interest by the company..

l. No previous acquisitions have been made by BCEPL in the Target Company. In respect of the preferentialAllotment made after approval of shareholders of SIL at the annual general meeting held on 13th August, 2010,the Acquirer has complied with the provisions of chapter II of the SEBI (SAST) Regulations.

m. BCEPL is an unlisted company.

n. Mr. Chirag M. Shah, Partner, Mahendra N. Shah & Co., Chartered Accountants (Membership No. F-45706),having their office at E Block, 3rd Floor, Capital Commercial Center, Near Sanyas Ashram, Ashram Road,Ahmedabad-380 009, Tel.: +91-79-2657 5085; Fax: +91-79-2658 4359 has certified vide his certificate dated 20th

July, 2010 that the net worth of BCEPL is Rs. 112.23 Lacs as on 20th July, 2010

o. BCEPL is not a sick company within the meaning of the provisions of Section 3(1)(o) of the Sick IndustrialCompanies (Special Provisions) Act, 1985.

p. BCEPL was holding 2,714 fully paid up equity shares representing 4.52% of Pre Preferential Issue voting capitalof the Target Company. After preferential allotment, BCEPL holds 5714 fully paid up equity shares representing7.23% of post preferential Issued voting capital of the target company.

q. There is no pending litigation against BCEPL.

4.2 Relationship between Acquirers with each other:

4.2.1 Mrs. Sujata Mehta is a director in PCEPL and BCEPL, the Acquirer Companies. She is also a director in VivaTexchem Private Limited, the holding company of PCEPL and BCEPL. All the acquirers are the promoters ofSayaji Industries Limited. PCEPL and BCEPL are subsidiaries of Viva Texchem Private Limited

4.2.2 The Acquirers have not been prohibited by SEBI from dealing in securities, in terms of directions issued underSection 11B of the SEBI Act, 1992, as amended (the “SEBI Act”) or under any other regulation made under theSEBI Act.

4.2.3 Salient Features of the Agreement dated 22nd July 2010 for acquisition of shares in the open offer among theAcquirers

(a) The Acquires have entered into a Share Subscription Agreement with Sayaji Industries Limited on July 22, 2010to subscribe for 19,000 fully paid-up equity shares of face value Rs. 100/- at a price of Rs. 1,550/- per share onpreferential basis.

(b) Acquirers have collectively agreed to make an open offer to acquire 15800 fully paid-up Equity Shares of Rs. 100/-each from the public shareholders of SIL representing 20% of the Post Preferential Issued voting share capital ata price of Rs. 1,550/- per fully paid-up Equity Share.

(c) The entire shares proposed to be acquired under this offer will be acquired by the Acquirers and no otherpersons/ entity proposes to take part in the acquisition.

(d) The acquirers agree that if the number of shares submitted against the proposed Open Offer is less than thenumber of shares proposed to be acquired the same shall be acquired in the same proportion as acquired in thepreferential allotment.

(e) The payment against the said shares so acquired shall be made by them in the same proportion in which theshares are acquired.

4.2.4 Promoters, Acquirers and other major shareholders of target company have complied with the applicable provisionsof the SEBI (SAST), 1997.

4.3. DISCLOSURE IN TERMS OF REGULATION 16(ix)

4.3.1 This offer is being made pursuant to signing of the SSA between the company and Acquirers for the preferentialallotment of Equity Shares of SIL to Acquirers as explained in para 3.1.2 above and pursuant to regulation 11(2)of the SEBI (SAST) Regulations, 1997, , resulting in consolidation of holding of the Acquirers in SIL. This acquisitionwill not result in a change in control of the Target Company.

19

4.3.2 In terms of Regulation 16(ix) the Acquirers do not have any plans to dispose off or otherwise encumber any assetsof the Company in the succeeding two years from the date of the closure of the offer, except in the ordinary courseof business with the prior approval of the shareholders of the Company.

4.4 Future Plans / Strategies of the Acquirers with regard to the Target Company:

a. SIL is engaged in the business of manufacture and sale of starches, its derivatives and by-products. To carry onthese activities the company has availed working capital facilities from Punjab National Bank. In order to complywith the terms and conditions stipulated by the Punjab National Bank while renewing the working capital facilitiesand also vide its letter dated 7th June, 2010, the Target Company intends to raise the paid up capital andimproving net working capital by issuing further equity shares on preferential basis to the promoters of thecompany. The Acquirers have subscribed to 19,000 equity shares.

b. This offer is being made pursuant to signing of the SSA between the Company and the Acquirers for the preferentialallotment of Equity Shares of SIL to Acquirers and pursuant to regulation 11(2) of the SEBI (SAST) Regulations,1997, as explained in para 3.1.2 above, resulting in consolidation of holding of the Acquirers in SIL. This acquisitionwill not result in a change in control of the Target Company.

c. The Acquirers do not have any plans to dispose off or otherwise encumber any assets of SIL in the next two yearsfrom the date of closure of the offer except in the ordinary course of business with the prior approval of theshareholders of the Target Company.

5. OPTION IN TERMS OF REGULATION 21(2) OF SEBI (SAST) REGULATIONS, 1997

As the Offer may result in public shareholding being reduced to a level below the limit specified in the listingagreement with the stock exchanges for the purpose of listing on a continuous basis, the acquirers undertake toraise the level of Public Shareholding to the levels specified in the listing agreement within a time period asstipulated under clause 40A of the Listing Agreement, as amended from time to time, by way of sale such numberof Equity shares / Preferential Placement of Equity / Offer for Sale or any method as may be approved by the StockExchange, so as to satisfy the listing requirements. The Acquirers confirm that they have no intent to delist theEquity Shares of Sayaji for the next three years.

6. BACKGROUND OF SAYAJI INDUSTRIES LIMITED (“SIL” or “Target Company”)

[Note: The Information under this section is sourced from the Target Company and also from the PublicSources.]

Brief History and Location of the Company

6.1 SIL was originally incorporated in the name of The Hindustan Colour Chemical and Manufacturing CompanyLimited on 30th January, 1941 under the Companies Act, 1913. The name was changed to Maize Products Limitedon 14th August, 1953. The name was further changed to Sayaji Mills Limited w.e.f. 24th August, 1956 and atpresent the name of the Company is Sayaji Industries Limited and a fresh certificate of incorporation was obtainedfrom Registrar of Companies, Gujarat on 19th March, 1985. The CIN is L99999GJ1941PLC000471.

6.2 The Registered Office of the company is P.O. Kathawada, Maize Products, Ahmedabad-382 430, Tel.:91-79-2290 1581; Fax:+91-79-2290 2424 Email: [email protected], Website: www.maizeproducts.com.

6.3 SIL is engaged in the business of manufacture and sale of starches, its derivatives and by- products. The productsof the Target Company include Maize Starch, Modified Starches, Liquid Glucose, Sorbitol, Dextrose Anhydrous,Dextrose Monohydrate, Maize Oil, Maize Oil Cake, Maize Gluten etc. The company sells its products under theRegistered Trade Mark and Brand Name “MAIZE PRODUCTS” in the Indian and Overseas Markets. The TargetCompany supplies its products to various industries in the field of FMCG, Pharmaceuticals, Textiles, Paper,Paints, Food, etc.

6.4 Share Capital Structure of SIL

The Authorized Share Capital of the company is Rs. 2,00,00,000/- divided into 2,00,000 Equity Shares of FaceValue of Rs. 100/- each. The issued, subscribed and paid up capital of the company as on the date of publicannouncement was Rs. 60,00,000/- comprising of 60,000 Equity Shares of Face Value Rs. 100/- each fully paidup. There are no calls in arrears and no partly paid up shares in the Target Company. The break up of Subscribedand paid up Equity Share Capital is as follows:

Particulars No. of shares Face Value Voting rights [%]

Fully Paid up Equity Shares 60,000 100 100

Partly Paid up Equity Shares Nil — Nil

Total Paid up Equity Shares 60,000 100 100

Total voting rights in Target Company 60,000 100 100

20

Since theAllotment datesare prior toSEBI (SAST)Regulations,1997,it is notapplicable.Provisions ofCompanies Actare compliedwith

After allotment of 19000 Equity shares on preferential allotment basis to the acquirers by the Board of Directors ofthe Company at its meeting held on 16th August, 2010 after obtaining the approval of shareholders of the companyat its Annual General Meeting held on 13th August, 2010, the subscribed and paid up Equity Capital of thecompany is 79,00,000/- comprising of 79000 Equity Shares of the Face Value of Rs.100/- each fully paid up.There are no calls in arrears and no partly paid up shares in the company.

6.5 Capital built-up of “SIL” since inception:

Allotment No. of Face Cumulative Consideration Mode Identity of Status ofDate equity Value paid up of allottees compliance

shares (Rs.) capital (Rs.) allotment (Promoters withSEBIallotted /Ex-Promoters (SAST)

/Others) Regulations

17/02/1941 125 100 12,500 Cash Subscribers Ex-Promotersto MOA

17/02/1941 875 100 1,00,000 Cash Subscribersto MOA

18/08/1941 2,000 100 3,00,000 Cash Preferential Ex-PromotersAllotment and their

Associates

02/09/1941 600 100 3,60,000 Cash PreferentialAllotment

25/10/1941 1,332 100 4,93,200 Cash PreferentialAllotment

11/11/1941 68 100 5,00,000 Cash PreferentialAllotment Others

20/04/1956 15,000 100 20,00,000 Consideration Pursuant to Ex Promotersother than cash Scheme of /Promoters and

Amalgamation their Associates

27/02/1957 9,360 100 29,36,000 Cash Preferential Ex PromotersAllotment /Promoters and

their Associates/Others

18/03/1957 20,640 100 50,00,000 Cash PreferentialAllotment

08/02/1967 10,000 100 60,00,000 Bonus Ex PromotersShares /Promoters and

their Associates/Others

Note:There was no allotment of any share in the Target Company after 08th February, 1967.”

The Acquires entered into a Share Subscription Agreement with the company on July 22, 2010 with respect tosubscription and allotment on preferential basis of an aggregate of 19,000 fully paid-up equity shares of facevalue Rs. 100/- at a price of Rs.1,550/-. The Board of Directors of the company allotted 19000 fully paid up equityshares of Rs.100/- each to the acquirers forming part of the promoter group on preferential allotment basis at theirmeeting held on 16th August, 2010 after obtaining the approval of shareholders at the Annual General Meetingheld on 13th August, 2010. This offer is to comply with the provisions of Regulation 11(2) of SEBI (SAST) Regulations,1997

6.6. The total shareholding of Acquirersas on the date of public announcement was 11,505 equity shares (19.18% ofpre preferential issued capital of the company) and the same is under lock-in up to 12.04.2011 to comply with theRegulation 28(6) of SEBI (ICDR) Regulations, 2009 under which the entire pre-preferential allotment shareholdingof the allottees, if any, shall be locked in from the relevant date being 14th July, 2010, upto a period of six monthsfrom the date of preferential allotment. 19000 Equity Shares allotted to acquirers on preferential allotment basishave also been locked in upto a period of three years from the date of its allotment on 16th August, 2010,. Thereare no other shares under lock-in.

6.7 The equity shares of the company are listed on Ahmedabad Stock Exchange Limited (ASE). In the year 1958 thecompany entered and executed Listing Agreement with the Ahmedabad Share & Stock Brokers’ Association nowknown as Ahmedabad Stock Exchange Limited. Since then the Shares of the Company are Listed with theAhmedabad Stock Exchange Limited.

21

The Equity shares of the company have not been delisted nor there has been any suspension in trading of sharesof the company in the past at Ahmedabad Stock Exchange.

No penal actions have been initiated by the Ahmedabad Stock Exchange Limited against SIL till date.

6.8 The Equity Shares are deemed to be infrequently traded within the meaning of explanation (i) to Regulation 20(5)of the Regulations. The last traded price of the Equity Shares on ASE was Rs. 605/- per Equity Share on February24, 1998 as per the letter dated June 23, 2008 received from ASE.

6.9 The company has been regular in paying the annual listing fees to the ASE and there are no arrears payable toASE as on the date of PA.

6.10 SIL has signed Agreement with both the Depositories for offering shares in dematerialized form and is traded incompulsory Demat mode. The marketable lot for the shares of SIL is 1 (one) only. The ISIN No. is INE327G01016.

6.11 There are no outstanding instruments in the nature of warrants / fully convertible debentures / partly convertibledebentures etc. which are convertible into equity at any later date. There are no partly paid up share in the TargetCompany. There has been no merger/ demerger or spin off in the Company during the past three years.

6.12 The promoters / Acquirers and other major shareholders of the target company have complied with the applicableprovisions of Chapter II of SEBI Takeover Regulations except as under:

Non Compliance By the Target Company

The Target Company delayed 73 days in filing of disclosure under 6(2) and 6(4) of SEBI (SAST), 1997 in the year,1997 where the due date of compliance was of 20th May, 1997, which was actually complied on 2nd August, 1997.

There was delay of 1 day in the disclosure of 8(3) of SEBI (SAST), 1997 in the year 2003 where the due date of thecompliance was 30th April, 2003 and was actually complied by the Target Company on 2nd May, 2003.

SEBI may initiate suitable action at a later date

6.13 SIL has confirmed that it has not been prohibited by SEBI from dealing in securities, in terms of directions issuedunder Section 11B of the SEBI Act, 1992, as amended (the “SEBI Act”) or under any other regulation made underthe SEBI Act.

6.14 SIL is complying with the provisions of the listing agreement entered into with the ASE.

6.15 The composition of the Board of Directors as on the date of issue of the Public Announcement (26th July, 2010) isas under:

Name, Designation and Address / DIN Date of No. of QualificationAppointment Shares & Experience

held in “SIL”

Mr. Priyam B Mehta 18/11/1982 9115 Inter CommerceChairman and Managing Director Has three decadesBipin Nivas, Panchvati, of experience in theEllisbridge, Ahmedabad- 380006 Starch Industry.Tel. No.- 07926446305 Instrumental in growth of(DIN No. - 00030933) SIL after taking over

management in the year1982.

Dr. Biharilal Kanaiyalal 20/01/1979 10 He is Phd (Economics)(Independent Director) More than 60 years ofMalkauns, Near Polytechnic, experience as anAmbawadi, Ahmedabad.380 015 Industrialist. One of theTel. No.- 07965258138 pioneers who started(DIN No.- 00030883) Textiles Mills in

Ahmedabad. Contributedtowards setting upEducational institutionsunder the name ofAhmedabad EducationSociety.

Mr. Mahendra N. Shah 12/08/1983 10 Fellow Member of the(Independent Director) Institute of Chartered2, Walkeshwar Society, Accountants of India. MoreB/h C. N Vidyalaya, Ambawadi, than 50 years of

22

Ahmedabad.-380 015 experience as aTel. No.- 07926441923 Practicing Chartered(DIN No. -00021194) Accountant.

Mr. Vishvajit M. Mehta 21/10/1993 10 He is B.E (Elec./ Mech.)(Independent Director) More than 50 years ofMakrand, 4 J P Nagar, experience asOld Padra Road , an Industrialist.Baroda- 380 006 He is director in Co-Tel. No.- 02652338805 operative bank.(DIN No. -00032207)

Mr. Dashrath G. Patel 21/10/1993 10 He is HSE(Independent Director) More than 55 years of6- Girikunj Society, exprience as aNew Sharda Mandir Road, renowned designer.Paldi, Ahmedabad-380007 Being founder director ofTel. No.- 07926621908 NID, Ahmedabad.(DIN No. -00032241) He was instrumental in

designing‘Akshardham” atGandhinagar.

Mr. Varun P. Mehta 18-10-2006 106 He is B.Sc. (Business(Executive Director) Administration)Bipin Nivas, Panchvati, Fordham University, USAEllisbridge, Ahmedabad- 38006 Executive Director ofTel. No.- 07926446305 Sayaji Industries Ltd.(DIN No. -00900734) ) and N.B Commercial

Enterprises Pvt. Ltd. Hehas been instrumental inimproving technicalaspects of production of SILand maintaining its costlevel at the minimum. Hehas set up and expandedproject of manufacturingHMHDPE Barrels in N BCommercial EnterprisesPrivate Ltd in a very shortspan of time.

Dr. Gaurang K Dalal 16/01/2010 10 M.B.B.S. Practicing(Independent Director) in the city of Ahmedabad.3, Ashani Society, Behind AeristovillaJodhpur Char Rasta,Ahmedabad-380053Tel. No. -9824023433DIN 00040924

Mr. Vishal P Mehta 16/01/2010 600 B.Sc. (Business(Non- Executive Director) Administration),Bipin Nivas, Panchvati, Ellisbridge, Babson College, USAAhmedabad 380006 with Honors inTel.No. 079- 26446305 Economics andDIN 02690946 specialization in

Business StrategyHejoined Sayaji IndustriesLtd. and other groupCompanies as Director inthe year 2010.

23

6.16 None of the Directors of SIL except Mr. Priyam B Mehta, Mr. Varun P Mehta and Mr. Vishal P Mehta represent theAcquirers. Mr. Priyam B Mehta, Mr. Varun P Mehta and Mr. Vishal P Mehta are Directors in M/s Priyam CommercialEnterprises Private Ltd. and M/s Bini Commercial Enterprises Private Ltd. and they have not taken part in anymatter(s) concerning or relating to the offer.

6.17 Pre and Post Shareholding Pattern

STATEMENT SHOWING SHAREHOLDING PATTERN AS PER CLAUSE 35

Shareholding Pattern of Sayaji Industries Limited before and after Issue of 19000 Equity Shares on Preferential Basis

P R E - P R E F E R E N T I A L P O S T - P R E F E R E N T I A LISSUE HOLDING ISSUE HOLDING

CATE - CATEGORY OF SHAREHOLDER NO. OF TOTAL NO. NO. OF TOTALG O R Y S H A R E O F % of S H A R E NO.OF % ofC O D E H O L D E R S H A R E S ( A + B ) H O L D E R SHARES ( A + B )

(I) ( I I ) (III) ( I V ) ( V ) ( V I ) (VI I ) (VII I)

( A ) PROMOTER AND PROMOTER GROUP

(1) INDIAN

(a) Individual/HUF 14 20219 33.70 15 28219 35.72

(b) Central Government/State Government(s) 0 0 0.00 0 0 0.00

( c) Bodies Corporate 0 0 0.00 0 0 0.00

(d) Financial Institutions/ Banks 0 0 0.00 0 0 0.00

(e) Others 10 19858 33.10 12 30858 39.06

Sub-Total A(1) : 24 40077 66.80 27 59077 74.78

(2) FOREIGN

(a) Individuals (NRI/Foreign Individuals) 0 0 0.00 0 0 0.00

(b) Bodies Corporate 0 0 0.00 0 0 0.00

( c) Institytions 0 0 0.00 0 0 0.00

(d) Others 0 0 0.00 0 0 0.00

Sub-Total A(2) : 0 0 0.00 0 0 0.00

Total A=A(1) + A(2) : 24 40077 66.80 27 59077 74.78

(B) PUBLIC SHAREHOLDING

(1) INSTITUTIONS

(a) Mutual Funds/UTI 0 0 0.00 0 0 0.00

(b) Financial Institutions / Banks 3 14 0.02 3 14 0.02

( c) Central Government/State Government(s) 0 0 0.00 0 0 0.00

(d) Venture Capital Fund 0 0 0.00 0 0 0.00

(e) Insurance Companies 0 0 0.00 0 0 0.00

(f) Foreign Institutional Investors 0 0 0.00 0 0 0.00

(g) Foreign Venture Capital Investors 0 0 0.00 0 0 0.00

(h) Others 0 0 0.00 0 0 0.00

Sub-Total B(1) : 3 14 0.02 3 14 0.02

(2) NON-INSTITUTIONS

(a) Bodies Corporate 6 19 0.03 6 19 0.02

(b) Individuals

(i) Individuals holding nominal share capital

upto Rs. 1 lakh 4591 18238 30.40 4591 18238 23.09

(ii) Individuals holding nominal share capital in

excess of Rs. 1 lakh 1 1652 2.75 1 1652 2.09

( c) Others 0 0 0.00 0 0 0.00

Sub-Total B(2) : 4598 19909 33.18 4598 19909 25.20

Total B=B(1) + B(2): 4601 19923 33.21 4601 19923 25.22

Total (A+B) : 4625 60000 100.00 4628 79000 100.00

24

6.18 Brief Audited Financials of SAYAJI INDUSTRIES LIMITED

(Rs. in lacs)

Profit & Loss Statement For theperiodended

31st March 31st March 31st March 30th June,2008 2009 2010 2010

(Audited) (Audited) (Audited) (Certifiedby Statutory

Auditor)

Income from Operations 21,888.59 24,814.40 25,984.51 7424.22

Other Income 26.96 43.25 27.88 5.01

Increase/(Decrease)in stock of Finished Goods 78.83 219.56 -49.26 (387.80)

Total Income 21,994.38 25,077.21 25,963.13 7041.43

Total Expenditure. 20,934.30 23,997.13 24,748.47 6613.55

Profit Before Depreciation Interest and 1,060.08 1,080.08 1,214.66 427.88Tax (PBIDT)

Depreciation 341.34 388.08 434.95 124.54

Interest 544.42 534.87 590.06 169.48

Profit Before Tax (PBT) 174.32 157.13 189.65 133.86

Provision for Tax 21.00 19.00 34.50 17.00

Deferred Tax 53.15 52.24 72.15 15.00

Fringe Benefit Tax 13.00 13.50 0.00 0.00

Profit After Tax (PAT) 87.17 72.39 83.00 101.86

Profit carried forward from PY 102.42 97.47 77.74 65.11

Net Profit available for Appropriation 189.59 169.86 160.74 166.97

Transfer to General Reserve 50.00 50.00 50.00 0.00

Proposed Dividend 36.00 36.00 39.00 0.00

Tax on Dividend 6.12 6.12 6.63 0.00

Balance carried to Balance Sheet 97.47 77.74 65.11 166.97

25

Rs. in Lacs

(b) Balance Sheet Statement For theperiod ended

31st March 31st March 31st March 30th June,2008 2009 2010 2010

(Audited) (Audited) (Audited) (Certifiedby Statutory

Auditor)

Sources of Funds:

Paid up Equity Share Capital* 60.00 60.00 60.00 60.00

Reserves & Surplus (excluding revaluation reserve) 1969.00 1999.27 2036.64 2138.50

Own Funds 2029.00 2059.27 2096.64 2198.50

Less: P&L [Dr.] 0.00 0.00 0.00 0.00

Less: Misc. Expenditure 9.08 6.05 3.03 2.28

Net Worth 2019.92 2053.22 2093.61 2196.22


Secured Loans 3527.22 3607.56 4879.57 4258.05

Unsecured Loans 1450.65 1840.73 1866.73 1915.32

Total 7487.38 8043.34 9453.89 8998.57

Use of Funds:

Net Fixed Assets 5848.08 6436.99 6739.23 6697.18

Investment 129.25 129.25 129.30 151.30

Net Current Assets 1510.05 1477.10 2585.36 2150.09

Total 7487.38 8043.34 9453.89 8998.57

Other Financial Data 31st March 31st March 31st March 30th June,2008 2009 2010 2010

(Audited) (Audited) (Audited) (Certified byStatutory

Auditor)

Dividend (%) 60.00% 60.00% 65.00% 0.00%


Return on Net worth (%) 4.32% 3.53% 3.96% 4.64%

Book Value Per Share (Rs.) 3366.53 3422.03 3489.35 3660.37

Source: Based on the Audited Balance Sheet of SIL for the year ended 31st March 2008, 31st March 2009 and 31stMarch 2010 and certified by the Statutory Auditors financials for the period ended June 30, 2010 )

Significant Accounting Policies:

1. Basis of Preparation of Financial Statements:

The financial statements have been prepared under the historical cost convention, on the accrual basis of accountingand in accordance with the generally accepted accounting principles in India and the provisions of the CompaniesAct, 1956 as adopted consistently by the Company.

2. Use of Estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reportedamount of the assets and liabilities on the date of the financial statements and the reported amount of revenues andexpenses during the reporting period. Difference between the actual result and estimates are recognised in theperiod in which the results are known/ materialized.

3. Fixed Assets:

Fixed Assets are stated at cost (Net of Cenvat) of acquisition or construction. Cost includes all costs incurred tobring the assets to their present condition and location. They are stated at historical cost less accumulateddepreciation.

26

Capital assets under erection/installation are reflected in the Balance Sheet as “Capital work in Progress.”

In case of assets acquired on lease, lease rent payable on such assets is charged to the profit and loss account.

4. Leased Assets:

In case of operating leases, rentals are expensed with reference to lease terms and other considerations. Theaggregate lease rentals payable are charged as Rent in Profit and Loss Account. The leasing arrangements whichare not cancelable are for period of eleven months or longer.

5. Depreciation:

Depreciation on all fixed assets is provided on Straight Line Method as per Section 205(2) (b) of the CompaniesAct, 1956, at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956.

Depreciation on fixed assets purchased/acquired during the year is provided on pro-rata basis according to theperiod each asset was put to use during the year. Similarly, depreciation on assets sold/discarded /demolishedduring the year is provided on pro-rata basis.

6. Impairment:

Impairment is ascertained at each balance sheet date in respect of Cash Generating Units. An impairment loss isrecognised whenever the carrying amount of the assets exceeds its recoverable amount. The recoverable amountis the greater of the net realizable value and value in use. In assessing value in use, the estimated future cash flowsare discounted to their present value based on an appropriate discount factor.

7. Investments:

Long Term Investments are stated at cost. Provision for diminution in value is made, if permanent.

8. Inventories:

Stores, Spares, Chemicals and packing materials are valued at weighted average cost. Raw materials and Coalare valued at cost (FIFO basis) or net realisable value whichever is lower.

Finished goods are valued at cost (including Excise Duty) or net realisable value whichever is lower. Process Stockis valued at cost. Cost thereof is determined on absorption costing method.

By products are valued at net realisable value.

9. Employee Benefits:

a) Defined Contribution Plan:

The Company’s contributions paid/payable for the year to Provident Fund and Superannuation Fund arerecognised in the profit and loss account.

b) Defined Benefit Plan:

The Company’s liabilities towards gratuity and leave encashment are determined using the projected unitcredit method which considers each period of service as giving rise to an additional unit of benefit entitlementand measures each unit separately to build up the final obligation. Past services are recognized on astraight-line basis over the average period until the amended benefits become vested. Actuarial gain andlosses are recognized immediately in the profit and loss account as income or expenses. Obligation ismeasured at the present value of estimated future cash flow using a discounted rate that is determined byreference to market yields at the balance sheet date on Government bonds where the currency and the termof the Government bonds are consistent with the currency and estimated terms of the defined benefit obligation.

10. Borrowing Cost:

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalized as partof the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready forintended use. All the borrowing costs are charged to revenue.

11. Deferred Revenue Expenditure:

Compensation under the company’s Voluntary Retirement Scheme is being amortised over a period of five years,including the year of payment. The unamortised amount is carried forward as “Miscellaneous Expenditure” in theBalance Sheet.

12. Revenue Recognition:

a) Sales are net of discounts and returns. Excise Duty and Sales Tax collected on Sales are shown by way offurther deductions from Sales.

b) Dividend Income is accounted when right to receive the dividend is established.

c) Revenue in respect of Other Income is recognised when a reasonable certainty as to its realisation exists.

27

13. Research and Development:

Revenue expenditure pertaining to Research and Development is charged to the profit and loss account under therespective heads of account in the year in which the same is incurred. Capital expenditure on Research andDevelopment is shown as additions to fixed assets.

14. Foreign Currency Transactions :

Transactions in foreign currency are recorded at the exchange rates prevailing at the time the transactions areeffected.

Any income or expense on account of exchange rate difference either on settlement or on translation is recognizedin the profit and loss account for the period in which the differences takes place.

At the year end, monetary items denominated in foreign currency are reported using the closing rate of exchange.In case of items which are covered by forward exchange contracts, the differences between the year and rates onthe date of contract is recognised as exchange difference and the premium paid on forward contract is recognisedover the life of contract.

Non monetary foreign currency items are carried at historical cost.

15. Taxes on Income:

Income tax expense for the year comprises of current tax and deferred tax. Current tax provision is determined onthe basis of reliefs, deductions etc. available under the Income Tax Act. Deferred Tax is recognised for all timingdifferences between book and taxable profit, subject to the consideration of prudence, applying the tax rates thathave been enacted or substantively enacted as on the Balance Sheet date. Deferred tax assets are recognisedonly if there is virtual certainty of realisation of such assets.

16. Provision, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognised when there is a presentobligation as a result of past events and it is probable that there will be an outflow of resources. Contingentliabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosedin the financial statements.

Comparison and reasons for fall/ rise in Contingent Liabilities:

The total contingent liability of the Company for the Financial Year 2008-09 was Rs. 512.94 lacs as comparedto Rs. 288.02 lacs during the financial year 2009-10. The fall is mainly due to the elimination of the demand ofexcise duty for which the order was finalized on the pending appeals.

The total contingent liability of the Company for the Financial Year 2007-08 was Rs. 1291.59 lacs as comparedto Rs. 512.94 lacs during financial year 2008-09. The fall is on account of the reduction of Rs. 195.26 lacs inBills discounted but not matured and also reduction of Rs. 584.59 lacs in Demand of Central Excise.

Comparison and reasons for fall/ rise in total income and Profit After Tax:


During the year 2008-09, the Company has achieved a higher turnover of Rs.26626.15 Lacs as compared toRs.24017.39 Lacs in the previous year. This is due to marginal increase in the activity and also due to betterrealization of finished products prices. There has been a steep increase in all input cost during the year 2008-09.However, by adopting stringent cost cutting measures, the company has been able to maintain its operating profitat Rs.1080.08 Lacs as against Rs.1060.68 Lacs in the year 2007-08. Net profit during the year 2008-09, howeverhas been slightly reduced to Rs. 72.39 Lacs as against rs.87.17 Lacs in the year 2007-08 due to higher impact ofdepreciation.


During the year 2009-10, the company has achieved higher turnover or Rs.27557.28 Lacs as compared toRs.26626.15 Lacs in the year 2008-09. This is due to a marginal increase in the activity and also due to betterrealization of the finished products prices. There has been an increase in the input cost during the year 2009-10.However, by adopting stringent cost cutting measures, your company has been able to increase its operating profitat Rs.1214.86 Lacs as against Rs.1080.08 Lacs in the year 2008-09. Despite of a higher impact of depreciationand taxation the company has been able to achieve a higher net profit of Rs.83.00 Lacs during the year 2009-10 asagainst rs.72.39 Lacs in the year 2008-09.

28

6.19 Pre and Post- Offer Share Holding Pattern of “SIL” as on the date of Letter of Offer:

Shareholders’ Category Shareholding & Shares / voting Shares/ voting Share holding /voting rights rights acquired rights to be voting rights

prior to entering offer pursuant acquired in open after theinto SSA for to SSA which offer (Assuming open offerpreferential triggered off the full acceptances)

allotment and Regulations.

(A) (B) ( C ) D =A+B+ C

No. % No. % No. % No. %

1. Promoter Group

a) Parties to SSA,

1. Sujata Priyam Mehta 6,153 10.26 8,000 10.13* 6,653 8.42+ 20,806 26.34

2. Priyam Commercial 2,638 4.40 8,000 10.13* 6,652 8.42+ 17,290 21.89Enterprises Pvt. Ltd.

3. Bini Commercial 2,714 4.52 3,000 3.80* 2,495 3.16+ 8,209 10.39Enterprises Pvt. Ltd.

Total 11,505 19.18 19,000 24.05 15,800 20+ 46,305 58.62

b) Promoters other than 28,572 47.62 — — — — 28,572 36.16‘a’ above

Total (1) ( a+ b) 40,077 66.80 19,000 24.05 15,800 20.00 74,877 94.78

2. Acquirers

a. Main Acquirers: Same as — — — — — — —

b PACs above

— — — — — — —

Total (2) ( a+ b) N.A

3. Parties to Agreement N.A — — — — — — —other than 1 (a) & 2 above

4. Public ( other than partiesto agreement, acquirers &PACs )

a ) FI s / MF s/ FI s / Banks, 14 0.023 Nil Nil Nil Nil 4,123 5.22SFI s (indicate names)

b) Others 19,909 33.18

Total (4 ) (a + b) 19,923 33.20

Grand Total(1+2+3+4) 60,000 100.00 19000 24.05 15800 20.00 79,000 100

*% of expanded Equity Share Capital after Preferential Allotment

+ % of expanded Equity Share Capital after Preferential Allotment

There are 4,598 shareholders under the public category as on the date of PA

29

6.20

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787

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Ms. Ila

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Total

1943

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ares

2992

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66.80

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lied w

ithMe

htapu

rchas

edSE

BI (S

AST )

from

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ions,

1997

,off

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3)Mr

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9533

15.89

1257

820

.96

4-Feb

, 201

0Mr

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ares

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12.96

1350

2.25

9125

15.21

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ehta

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ired

unde

r the

open

offer

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4803

8.01

1350

2.25

6153

10.26

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m Me

hta Total

1257

820

.9627

004.5

1527

825

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30

Date

ofIde

ntity

Mode

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0.62

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60

71.0

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1

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-3-0.

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2010

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s

Mr. V

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m59

71.0

03

0.01

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10

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01

Note-

1 :In

case

of Sh

ares o

f Mr. S

uhas

bhai

V. M

ehta,

Ms.

Ilabe

n and

Ms.

Ila An

upam

Shah

who

were

toge

ther h

olding

1943

Equit

y Sha

res, th

ere is

no al

lotme

nt/pu

rchas

e/sale

of sh

ares t

o the

said

share

holde

rs. Th

ere w

as de

class

ificati

on of

said

share

holde

rs fro

m the

Prom

oter C

atego

ry to

Publi

c Cate

gory

after

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ing a

Reso

lution

at th

e mee

ting o

f Boa

rd of

Direc

tors o

f the C

ompa

ny he

ld on

16th

Nov.,

2007

beca

use t

hey w

ere no

t part

icipati

ng in

the m

anag

emen

t of th

e com

pany

as a

result

of w

hich s

hareh

olding

of pr

omote

rgro

up w

hich w

as 29

787 E

quity

Share

s (49

.65%

) was

redu

ced t

o 278

44 Eq

uity S

hares

(46.4

1%).

Note-

2:Co

mplia

nce u

nder

regula

tion 3

of th

e Tak

eove

r Reg

ulatio

ns is

not a

pplic

able

beca

use t

he tra

nsac

tion d

o not

fall u

nder

regula

tions

10, 1

1 and

12 of

the T

akeo

ver R

egula

tions

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e exe

mptio

n rep

ort re

quire

d to b

e file

d is n

ot ap

plica

ble.

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rt from

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hang

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lding

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ther c

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e in p

romote

rs ho

lding

31

6.21 Status of Corporate Governance:

Since the Paid-up Capital and Reserves of the Target Company are well below the prescribed limit stipulatedunder the Listing Agreement, Clause 49 of the Listing Agreement relating to Corporate Governance is not applicableto the company.

6.22 (i) Details of Pending Litigations filed by the Target Company are as follows:

a. Civil Litigations

Respondent Case No. Year Where pending Matter

AKS Agency, OS No.1625 2004 City Civil Court, Recovery against the goods sold toTrichy Branch of 2004 Chennai them. Principal amt. due Rs.66962/-

and with interest amount dueRs.173056/-. The Decree is issuedin favour of company.

AKS Agency, OS No.1624 2004 City Civil Court, Recovery against the goods sold toMadurai of 2004 Chennai them. Principal amt. due Rs.292426/-.Branch The Decree is issued in favour of the

Company.

Flexe OS No. 1621 City Civil Court Recovery for the goods supplied toEnterprises, of 2004 Chennai them. Principal Amount dueMadurai Rs.276737/-. Decree is issued in

favour of the Company.

Gum (India), OS No. 4 of 2001 Additional Recovery of amount due ofChennai 2001 Subordinate Rs.323482/. Court has issued a

Judge Court, decree in Company’s favour. TheIrinjakuda, Kerala Company has been wound up as per

order of Chennai High Court and wehave filed our claim with OfficialLiquidator

Kokad OS No. 33 of 2008 Subordinate Suit filed for recovery of amount duePharma Labs 2008 Judge’s Court, from them of Rs.513394/-. Party hasLtd., Pala, Kerala withdrawn its contention and courtPoovarani, has issued decree in company’sKerala favour

Roy Industries, OS of 2009 2009 District Court Recovery of amount due from themCoimbatore Coimbatore for the goods supplied to them.

Rs.598482/-

b. Criminal Litigations


Shakti Trading Metropolitan Per- Metropolitan Proceeding u/s 138 of the NegotiableCo., Ramanlal Magistrate taining Magistrate Court Instruments Act for Return of ChequeDahyalal ni Court of to year of Ahmedabad, worth Rs.357416/- given by the partyChawl, Anil Ahmedabad 2008 Rural towards dues of the company.Road,AhmedabadSK Roshnaiwala

M/s Kishore Metropolitan Per- Metropolitan Proceeding u/s 138 of the NegotiableRoopchand & Magistrate taining Magistrate Court Instruments Act for Return of ChequeCo., Court of to year of Ahmedabad worth Rs.42,977/- given by the partyMehta Market, Ahmedabad 2010 Rural towards dues of the companySurendranagar

M/s Kishore Metropolitan Per- Metropolitan Proceeding u/s 138 of the NegotiableRoopchand & Magistrate taining Magistrate Court Instruments Act for Return of ChequeCo., Mehta Court of to year of Ahmedabad worth Rs.3,79,189/- given by the partyMarket, Ahmedabad 2010 Rural towards dues of the companySurendranagar

32


M/s Suresh Metropolitan Per- Metropolitan Proceeding u/s 138 of the NegotiableConfectionery Magistrate taining Magistrate Court Instruments Act for Return of ChequeWorks, Mehta Court of to year of Ahmedabad worth Rs.2,64,930/- given by the partyMarket, Ahmedabad 2010 Rural towards dues of the companySurendranagar

Mr. Arvind 742/93 1993 Judicial Filed for Fraud by Mr. Arvind PatelPatel Magistrate

Rural

Sarojben 2896/06 2006 M P Judicial Court Filed for vacating company quarter

Labour 2847/02 2002 Government Filed under Minimum Wages ActContractor Labour Officer

6.22 (ii) List of pending litigations filed against the Target Company are as follows :

a. Civil Litigations

Plaintiff Case No. Year Where pending Matter

Ramesh B. 35 of 1988 Filed in the High Court of Matter is regarding section 77A of theDesai and Filed against year 1988 Gujarat Companies Act, 1956. The saidothers Bipinbhai V. petition was dismissed by the order(Shareholders Mehta and of a Single Judge of Honourableof the others which Gujarat High Court in 1996. The saidCompany) includes order was upheld by the division

company bench of the High Court on March10, 2000. The petitioners thereforefiled an appeal in the Supreme Court.The Apex Court had directed the HighCourt to decide the petition afreshand the matter is now pending Beforethe High Court of Gujarat.

Jagat Krishna 1476/06 Civil Court For possession and recovery ofArora, Delhi Rs.1660.13 against the companyNew Delhi under the DRC Act.

b. Criminal Litigations

Case No. Name Advocate of Opponent Particulars

Crimi. Misc. State of Gujarat D.K. Dave S.G. Bhatt Power Trailer case underAppli. No. 3492 / 02 ( Factory Inspector ) ( Government - Pleader ) Factory Act

Crimi. Case State of Gujarat S.G. Bhatt Child Labour (CanteenNo. 2044 to 2047 / (Factory Inspector) (Government -Pleader) Contract labour)1997

CC 2454 of 2006 Food Inspector Kollam For alleged violation ofCircle Prevention of Food

Adulteration Act, 1954

In addition to the above, there are a few litigations pending in various Tribunals/ High Court, Labour Courtsrelating to income tax and labour disputes under the respective laws.

6.23 Compliance Officer:

Mr. Rajesh Shah

Company Secretary

Address: Sayaji Industries Limited

P.O. Kathwada, Maize Products

Ahmedabad–382 430

Tel. No. (079) 2290 1581 Fax: 79-2290 2424.

33

7 OFFER PRICE AND FINANCIAL ARRANGEMENTS

7.1 Justification of Offer Price

7.1.1 The equity shares of SIL are currently listed on Ahmedabad Stock Exchange Limited (ASE).

7.1.2 As the shares have not been traded on ASE since last more than a decade, the Equity Shares are deemed tobe infrequently traded on ASE within the meaning of Explanation (i) to regulation 20 (5) of the SEBI (SAST)Regulations, 1997. The last traded price of the Equity Shares on ASE was Rs. 605/- per Equity Share onFebruary 24, 1998, the last traded quantity was 5 shares only (Source; Letter from ASE to the company datedJune 23, 2008)

7.1.3 In accordance with regulation 20(5) of the SEBI (SAST) Regulations, 1997, the Offer Price of Rs. 1,550/- pershare is the highest of the following:

a. Acquisition price to be paid by the Acquirers in the proposed Rs.1550/-Preferential Issue under the Share Subscription Agreement foracquisition of shares or voting rights.

b. Highest Price paid by the Acquirers for acquisitions including by NAway of allotment in a public or rights or preferential issue during the26 weeks prior to the date of Public Announcement

c. Other Parameters Based on the AuditedFinancials for the yearended March 31,2010 PrePreferential Issue

Return on Net worth (%) 3.96%

Book Value per share (Rs.) 3489.35

Earnings Per Share (Rs.) 138.33

IndustryIndustry Multiple (P/E) 7.53*

(*as per Capitaline dated 6th July, 2010, based on Trailing Twelve Months figures)

As the shares of the 'Target Company' are deemed to be infrequently traded, the Acquirers haveobtained a share valuation certificate dated 14th July, 2010 from Mr. Gaurav J. Shah, (Membership No:35701), Partner, C.C Chokshi & Co., Chartered Accountants, the Statutory Auditors of the Companyhaving office at 'Heritage' 3rd Floor, Near Gujarat Vidhyapith, Off Ashram Road, Ahmedabad- 380 014,Telephone No. 079 - 27582542 (herein referred as Valuer). They have computed the fair value ofequity shares of the Company on the basis of the decision of the Hon'able Supreme Court of India in thecase of Hindustan Lever Employee Union v. Hindustan Lever Limited, (1995) (83 Comp Cases 30),with due regard to the erstwhile CCI Formula for valuation of shares and the fair value has beencalculated at Rs. 1,187.08 taking weighted average of the following three methods.

1. Net Asset Value Method

2. Profit Earning Capacity Value (PECV) Method and

3. Market Value Method

Parameters used for valuation

Return on Net worth (%) 3.96%

Book Value per share (Rs.) 3250.97*

Earnings Per Share (Rs.) 129.30*

Industry Multiple (P/E) 7.53**

*The Valuer has reduced Profits for the year 2007-08, 2008-09 and 2009-10 by Rs. 136.01 Lacs, Rs.1.61 Lacs and Rs. 5.42 Lacs respectively due to non provision of book debts considered doubtful ofrecovery in the books of accounts of the company and hence the adjusted net profit/(loss) has beenarrived and considered at Rs. (48.84), Rs. 70.78 and Rs. 77.58 Lacs respectively while determining theNet Asset Value, Profit Earning Capacity Value and imputed market value of equity shares of thecompany.

**as per Capitaline dated 6th July, 2010, based on Trailing Twelve Months figures

34

Method Value Per Share Weight Amount in ( Rs.)

Net Assets Value 3,250.97 1.00 3,250.97

Profit Earning Capacity value 368.59 2.00 737.19

Imputed Market Price Value 973.63 2.00 1,947.26

Total 5,935.41

Value of share 1,187.08

Capitalization Rate (for PECV Method) 15%

Therefore, the Offer Price of Rs. 1,550/- [Rupees One Thousand Five Hundred and Fifty Only] per shareis fair and justified in terms of regulation 20(5) of the SEBI (SAST) Regulations, 1997.

7.1.4 If the Acquirers & PACs acquire shares in the open market or through negotiations, after the date of PublicAnnouncement and upto seven working days prior to the closure of the offer at a price higher than the offerprice stated herein, the highest price paid for such acquisition shall be payable for all shares tendered andaccepted under this offer as per regulation 20 (7) of the Takeover Regulations.

7.1.5 There is no non-compete agreement hence no non-compete fee has been paid.

7.1.6 The Acquirers have not acquired any equity shares of SIL from the date of PA upto the date of the Letter ofOffer.

7.2 Financial Arrangements:

7.2.1 The maximum purchase consideration payable by the Acquirers in case of full acceptance of offer i.e.15,800fully paid up equity shares is Rs. 2,44,90,000/- ( Rupees Two Crores Forty Four Lacs and Ninety ThousandOnly) at a price of Rs. 1,550/- per equity share (the “Offer Price”) payable in cash.

7.2.2 In accordance with regulation 28 of SEBI (SAST) Regulations, 1997, the Acquirers have created an EscrowAccount in the form of Fixed Deposit for Rs.61,22,600/- (Rupees Sixty One Lacs Twenty Two Thousand SixHundred only) being 25% of the total consideration payable under the Offer in the name and style of “SayajiIndustries Ltd. Open Offer – Escrow Account” with HDFC Bank Ltd. having its Branch at HDFC House, 1st

Floor, Near Jain Derasar, Navrangpura, Ahmedabad-380009 and a lien has been marked on the saidaccount in favour of Vivro Financial Services Pvt. Ltd., Manager to the Offer.

7.2.3 The Acquirers have adequate financial resources to meet the financial requirements of the Offer. The Acquirershave made firm financial arrangements in terms of Regulation 16 (xiv) for the resources required to completethe offer in terms of the Regulations. No borrowings from Banks/ Financial Institutions are being made for thepurpose. The funds to be utilized shall be domestic and not any foreign funds.

7.2.4 Mr. Chirag M. Shah, Partner of Mahendra N. Shah & Co., Chartered Accountants (Membership No. F-45706),having their office at E Block, 3rd Floor, Capital Commercial Center, Near Sanyas Ashram, Ashram Road,Ahmedabad-380009; Tel.: +91-79-2657 5085; Fax: +91-79-2658 has certified vide his certificate dated July20, 2010 that sufficient financial resources are available with the Acquirers to meet their obligation under theOffer.

7.2.5 Based on the above certificate, manager to the Offer, Vivro Financial Services Pvt. Ltd. certify and confirm thatthe firm arrangement of funds and money for payment through verifiable means are in place to fulfill theobligations under the Offer.

8. TERMS AND CONDITIONS OF THE OFFER

8.1 Statutory Approvals

a) As on the date of the PA, no approvals statutory or otherwise are required under the Monopolies andRestrictive Trade Practices Act, 1969, the Foreign Exchange Management Act, 1999 and /or any otherapplicable laws and from any bank and/or financial institutions to acquire the shares that may be tenderedpursuant to this offer. The offer has been approved by shareholders of SIL at the Annual General Meetingheld on 13th August, 2010 for preferential allotment of 19000 Equity Shares to the Acquirers. In addition toabove if any other statutory approvals are required or become applicable at a later date, the Offer would besubject to receipt of such statutory approvals. Acquirers will not proceed with the offer in the event anystatutory approval indicated herein is not obtained in terms of regulation 27 of SEBI (SAST) Regulations,1997 and the same would be notified by way of a Public Announcement in the same newspapers where thePublic Announcement appeared.

b) Barring unforeseen circumstances and factors beyond their control, the Acquirers intend to complete allformalities pertaining to the purchase of the shares, including dispatch of payment of consideration to theshareholders who have accepted the Offer, by December 7, 2010.

35

c) In case of delay in receipt of any statutory approval, if any, SEBI has power to grant extension of time to theAcquirers for the payment of the consideration to the tendering shareholders subject to the Acquirers agreeingto pay interest as directed by SEBI under Regulation 22(12) of SEBI (SAST) Regulations. If the delay occursdue to willful default of the “Acquirers” in obtaining the requisite approval, if any, Regulation 22(13) of SEBI(SAST) Regulations will become applicable under which amount lying in the escrow account shall be liableto be forfeited apart from the penalty as provided in the Regulations.

d) Locked-in Shares:

The total shareholding of Acquirers is 11,505 equity shares (19.18% of pre preferential issued capital of thecompany) and the same is under lock-in up to 12.04.2011 to comply with the relevant Regulations of SEBI(ICDR) Regulations, 2009

8.2 Other Terms of the Offer

8.2.1 This is not a conditional offer and there is no stipulation as to the minimum level of acceptance.

8.2.2 The Offer will be made to the shareholders of SIL and the Letter of Offer (“LOO”) together with the Form ofAcceptance-cum-Acknowledgement (“FOA”) and Form of Withdrawal-cum-Acknowledgement (“FOW”) andTransfer Deed( for shareholders holding equity shares in the physical form) will be mailed to thoseshareholders of “SIL” (except Acquirers, Promoters and PACs ) as stated in Para 3.1.2 hereinabove) whosenames appear on the register of members of “SIL” and to the Beneficial Owners of the equity shares of SILwhose names appear as beneficiaries on the records of the respective Depositories at the closure of businesshours on 16th August, 2010 (the “Specified Date”).

The Target Company has received ‘In- Principle’ approval from ASE for the issue of 19,000 Equity shares onpreferential basis to the promoters, under Clause 24 (a) of the Listing Agreement, vide its letter dated 20th

July, 2010. It has also obtained final listing and trading permission from ASE vide their letter No. ASEL/2010-11/928 dated 30th August 2010.

8.2.3 Accidental omission to dispatch Letter of Offer to any member entitled to this Open Offer or non-receipt of theLetter of Offer by any member entitled to this Open Offer shall not invalidate the Open Offer in any mannerwhatsoever.

8.2.4 The Acquirers can revise the price upwards up to 7 working days prior to the date of closure of the offer i.e.November 22, 2010 and revision, if any, in the offer price would appear in the same newspaper where theoriginal Public Announcement was published and same price would be paid to all the shareholders whotender their shares in the offer

8.2.5 The Acquirers have appointed Karvy Computershare Private Limited as Registrar to the Offer. Shareholderswho are holding shares in physical form (i.e. share certificates) and wish to tender their shares may send theForm of Acceptance cum Acknowledgement together with the Original Share Certificate(s) and TransferDeed(s) duly signed to the Registrar to the Offer at the following address in an envelope subscribing thesame with SAYAJI INDUSTRIES LIMITED OPEN OFFER - ESCROW ACCOUNT either by hand deliveryduring normal business hours from Monday to Friday between 11.00 a.m. to 5.00 p.m. (excluding Saturday &Bank Holidays) or by Registered Post on or before the closure of the offer i.e.22nd November, 2010 inaccordance with the instructions specified in the Letter of Offer and the Form of Acceptance cumAcknowledgement at any of the Collection Centers given below.

Sr. Collection Address of Contact Person / Telephone No. / Mode ofNo . Centre Collection Centre e-mail ID Fax No. De l ivery

1 Ahmedabad Karvy Computershare Pvt. Ltd. Mr. Aditya Gupta / Tel. ; 079-26400527-528/ Hand Delivery201-203, Shail, Mr. Robert Joeboy 66614772Opp. Madhusudan House, Fax : 079-26565551Behind Girish Clod Drinks,Off C.G. Road,Ahmedabad-38006.

2 Hyderabad Karvy Computershare Pvt. Ltd. Ms. Rinki Sareen Tel. : 040-44655000/ Hand Delivery/Plot no.17-24, Vithalrao Nagar, 44655182/ 23420815-23 Registered PostMadhapur, Hyderabad-500081. Fax : 040-23431551

8.2.6 The Registrar to the Offer has opened a Special Depository Account with Karvy Stock Broking Ltd. (Registeredwith NSDL). Beneficial owners and Shareholders holding shares in the dematerialized form will be requiredto send their Form of Acceptance cum Acknowledgement to the Registrar to the offer at any of the collectioncenters as mentioned in para 8.2.5 along with a photocopy of the delivery instructions in “Off-Market” modeor counterfoil of the delivery instruction in “Off-Market” mode, duly acknowledged by the Depository Participant(“DP”), in favour of “Karvy Computershare Private Limited – Escrow A/c – Sayaji Industries Limited – Openoffer” “ (“Special Depository Account”) and filled in with the details given below:

36

Depository NSDL

DP Name KARVY STOCK BROKING LTD.

Account Name Karvy Computershare Private Limited - EscrowA/c - Sayaji IndustriesLimited - Open offer

Client ID Number 17710946

DP ID Number IN 300394

ISIN INE327G01016

Market Off Market

8.2.7 All owners of fully paid up equity shares registered or unregistered (except the Acquirers, Promoters andPACs) who own the shares at any time prior to the closure of the offer are eligible to participate in the offer.Unregistered owners/ shareholders who have not received Letter of Offer can send their application inwriting, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered,Distinctive Numbers, Folio No., together with documents stated at para 8.2.6 above so as to reach theRegistrar to the Offer on or before 22nd Novemeber, 2010 i.e. before the closing date. In case of unregisteredowners, the same should be accompanied by a copy of the contract note issued by the broker throughwhom they acquired their shares. No indemnity is required from the unregistered owners.

8.2.8 In case of beneficial owners, they may send the application in writing to the Registrar to the Offer, on a plainpaper stating the Name, Address, Number of Shares held, Number of Shares offered, DP Name, DP ID,Beneficiary Account Number and a photocopy of the delivery instruction in ‘Off-Market’ mode or counterfoilof the delivery instruction in ‘Off-Market’ mode, duly acknowledged by the DP, in favour of the SpecialDepository Account, so as to reach the Registrar to the Offer, on or before the closure of the Offer, i.e 22nd

November, 2010. Such shareholders may also download the Form of Acceptance Cum Acknowledgementfrom the website of SEBI i.e. http://www.sebi.gov.in which will be made available from the date of openingof the Offer.

8.2.9 The shareholders or Beneficial Owners should not send the Form of Acceptance cum Acknowledgement, originalshare certificate and Transfer Deed either to the Acquirers Promoters/PACs/Target Company or manager to theOffer

8.2.10 Shareholders who have sent their shares for dematerialization need to ensure that the process of gettingshares dematerialized is completed well in time so that the credit in the Escrow Account should be receivedon or before the closure of the Offer i.e. 22nd November, 2010 else the application would be rejected.Shareholders having their beneficiary account in Central Depository Services (India) Limited (“CDSL”)have to use inter- Depository slip for the purpose of crediting their equity shares in favour of thespecial depository account with NSDL.

8.2.11 The Registrar to the Offer will hold in trust the shares/ share certificates tendered in physical form andshares lying in credit of the Special Depository Account, Form of Acceptance cum Acknowledgement, if any,and the transfer form(s) on behalf of the shareholders of SIL, who have accepted the offer, until the cheques/ drafts for the consideration and / or the unaccepted shares/ share certificates are dispatched/ returned.

8.2.12 Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by RegisteredPost at the shareholders / unregistered owners’ sole risk to the sole / first shareholder as appearing in theRegister of Members of SIL. Shareholders whose shares are held in Dematerialized form to the extent notaccepted will be credited back to the same depository account with the respective Depository Participant asper the details furnished by the beneficial owners in the Form of Acceptance.

8.2.13. Shares, if any, that are subject matter of litigation wherein the shareholder(s) may be precluded fromtransferring the shares during the pendency of the said litigation are liable to be rejected in case directions/orders regarding these shares are not received together with the shares tendered under the offer. TheLetter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutoryauthorities for further action at their end.

8.2.14. In terms of Regulation 21(6) where the number of shares tendered in the Open Offer are more than theshares agreed to be acquired by the Acquirers, the Acquirers shall accept all valid application received fromthe shareholders on a proportionate basis, in consultation with the Manager to the Offer, taking due care toensure that the basis of acceptance, is decided in a fair and equitable manner and does not result in non-marketable lots. The shares will be acquired in such a way that the acquisition from a shareholder shall notbe less than the minimum marketable lot or the entire holding if it is less than the marketable lot. Market lotfor the Target Company’s share in physical form and for dematerialized shares is 1 (One) share.

8.2.15 Applications which are complete in all respects and which reach to the Registrar to the offer on or before thedate of closure of the offer i.e. 22nd November, 2010 would be approved and accepted by the Acquirers. The

37

intimation regarding acceptance of applications and payment of consideration will be dispatched to theshare holders by Registered/ Speed Post at the shareholder’s sole risk. In case of joint holder(s) theCheque/ Demand Draft will be drawn in the name of the First Holder and in case of unregistered owners ofshares the consideration will be paid to the person whose name is stated in the contract note.

8.2.16. The payment consideration for the applications so accepted in the offer, if any to the beneficiary accountwith Depository Participants shall be given within 15 days from the date of the closure of the offer. Credit forthe consideration will be paid to the shareholders who have tendered shares in the open offer by ECS(Electronic Clearing Services ), Direct Credit (“DC”), or Crossed Account Payee Cheques/Pay orders/ DemandDrafts, National Electronic Funds Transfer(“NEFT”) and Real Time Gross Settlement (RTGS).

8.2.17. In accordance with Regulation 22(5)(A) of “SEBI (SAST) Regulations, 1997”, shareholders who havetendered requisite documents in terms of Public Announcement and Letter of Offer shall have the option towithdraw acceptance tendered up to 3 working days prior to the offer closing date. The withdrawal optioncan be exercised by submitting the Form of Withdrawal (separately enclosed with the Letter of Offer mailedto the shareholders of “SIL” as on the Specified Date being 16th August, 2010 together with copy ofacknowledgment received from the Registrar to the Offer while tendering the acceptance together withfollowing details:

� In case of physical shares: name, address, distinctive no., folio no., no. of shares tendered / withdrawn.

� In case of dematerialized shares: name, address, no. of shares tendered / withdrawn, DP name, DP ID,Beneficiary Account No., photo copy for delivery instruction in “Off Market” mode or counter foil of thedelivery instruction in “Off Market” mode, duly acknowledged by the DP in favour of the depositoryescrow account. In case of non-receipt of form of withdrawal, the withdrawal can be exercised bymaking an application on the plain paper along with the details mentioned above. Shareholders whohave tendered Shares in physical form and wish to partially withdraw their tenders, should also enclosevalid shares transfer form(s) for the remaining equity shares (i.e. Shares not withdrawn) duly signed bytransferors by all registered shareholders (in case of joint holdings) in the same order and as perspecimen signature registered with “SIL” and duly witnessed at the appropriate place.

a) The withdrawal of Shares will be available only for the Shares certificates / shares that have beenreceived by the Registrar to the Offer.

b) The intimation of returned Shares to the shareholders will be at the address as per the records of“SIL”.

c) The FOW should be sent to the Registrar to the Offer only, at the collection center mentioned insection 8.2.5 above.

d) In case of partial withdrawal of Shares tendered in physical form, if the original shares certificatesare required to be split, the same will be returned on receipt of shares certificate from “SIL”.

e) Partial withdrawal of tendered Shares can be done only by the registered shareholders. In caseof partial withdrawal, the earlier Form of Acceptance will stand revised to that effect.

f) Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned byRegistered Post at the shareholders/ unregistered owners’ sole risk to the sole / first shareholder.

g) The Registrar to the Offer will hold in trust the shares / share certificates, shares lying in the creditof the special depository account, Form of Acceptance cum Acknowledgement, the transfer form(s)and Form of Withdrawal if any, on behalf of the shareholders of the (“SIL”) Target Company, whohave accepted the offer, until the Cheques / Demand drafts /pay orders for the consideration and/ or the unaccepted shares/ share certificates are dispatched/ returned or credited back to thebeneficial owners DP account.

h) In case any person has lodged shares for transfer and such transfer has not yet been effected, theconcerned person may apply together with Acknowledgement of the lodgment of shares fortransfer. Such person should also instruct “SIL” and its Registrar and Transfer Agent to send thetransferred shares certificate(s) directly to the collection centers mentioned above in para 8.2.5.The applicant should ensure that the certificate(s) reach the designated collection center notlater than 5 PM on Monday 22nd November, 2010.

In case of non-receipt of form of withdrawal, the withdrawal can be exercised by making anapplication on the plain paper along with the details mentioned above.

9. Payment of Consideration

a) The payment of consideration will be made by crossed account payee cheque / demand draft and sent by registeredpost or courier in case of consideration amount exceeding Rs. 1,500/- and under Certificate of Posting otherwise,to those shareholders/unregistered owners and at their own risk, whose shares/ share certificates and other

38

documents are found in order and accepted by the Acquirers. In case of joint registered holders, cheques / demanddrafts will be drawn in the name of the sole / first named holder / unregistered owner and will be sent to him. It isdesirable that Shareholders provide bank details in the Form of Acceptance so that the same can be incorporatedin the cheque / demand draft.

b) The intimation regarding the acquisition (in part or full) or rejection of the shares tendered by the shareholders inacceptance of this Offer and the corresponding payment for the acquired Shares and / or Share certificates for therejected Shares will be dispatched to the shareholders by registered post or by ordinary post as the case may be,at the shareholder’s/unregistered owner’s sole risk within 15 days from the date of closure of the offer i.e. Monday22nd November. 2010

c) All cheques / demand drafts will be drawn in the name of the first holder, in case of joint holder(s). In case ofunregistered owners of shares, payment will be made in the name of the person stated in the contract note. It willbe desirable if the shareholders provide bank account details in the Form of Acceptance cum Acknowledgementfor incorporation in the cheque / demand draft.

d) However, if the Acquirers are unable to make the payment to the shareholders within 15 days due to non-receipt ofany statutory approval to which the offer may be subject, SEBI may, if it is satisfied that non receipt of requisitestatutory approval was not due to any willful default or neglect of the Acquirers or failure of the Acquirers todiligently pursue the applications for such approvals, grant extension of time for the purpose, subject to payment ofinterest to the shareholders at such rate for delay beyond 15 days, as may be specified by the Board.

e) The securities Transaction Tax will not be applicable to the shares accepted in this offer

Payment of Consideration through Electronic Mode

We shall give credit of consideration for Equity Shares tendered in the offer, if any, to the beneficiary account withDepository Participants within 15 days from the date of the closure of the offer. Credit for the consideration will bepaid to the shareholders who have tendered shares in the open offer by ECS, Direct Credit or crossed accountpayee cheques/pay orders/demand drafts.

The payment of consideration, if any, would be done through various modes as given hereunder:

1. ECS – Payment of consideration would be done through ECS for applicants having an account at any of thefollowing sixty eight centers:

1. Ahmedabad 2. Nashik 3. Sholapur 4. Gorakhpur

5. Bangalore 6. Panaji 7. Ranchi 8. Jammu

9. Bhubaneshwar 10. Surat 11. Tirupati (non-MICR) 12. Indore

13. Kolkata 14. Trichy 15. Dhanbad (non-MICR) 16. Pune

17. Chandigarh 18. Trichur 19. Nellore (non- MICR) 20. Salem

21. Chennai 22. Jodhpur 23. Kakinada(non- MICR) 24. Jamshedpur

25. Guwahati 26. Gwalior 27. Agra 28. Visakhapatnam

29. Hyderabad 30. Jabalpur 31. Allahabad 32. Mangalore

33. Jaipur 34. Raipur 35. Jalandhar 36. Coimbatore

37. Kanpur 38. Calicut 39. Lucknow 40. Rajkot

41. Mumbai 42. Siliguri (non- MICR) 43. Ludhiana 44. Kochi / Ernakulam

45. Nagpur 46. Pondicherry 47. Varanasi 48. Bhopal

49. New Delhi 50. Hubli 51. Kolhapur 52. Madurai

53. Patna 54. Shimla (non- MICR) 55. Aurangabad 56. Amritsar

57. Thiruvananthapuram 58. Tirupur 59. Mysore 60. Haldia(non- MICR)

61. Baroda 62. Burdwan(non-MICR) 63. Erode 64. Vijaywada

65. Dehradun 66. Durgapur(non- MICR) 67. Udaipur 68. Bhilwara

This mode of payment of consideration would be subject to availability of complete bank account details inthe FOA. The payment of consideration is mandatory for applicants having a bank account at any of the abovementioned sixty eight centres, except where the applicant, being eligible, opts to receive refund throughother modes as specified in the FOA.

2. Direct Credit – Applicants having bank accounts with the same bank through which payment considerationshall be made shall also be eligible to receive consideration through direct credit in their respective bank

39

accounts as mentioned in the FOA.

3. RTGS – Applicants having a bank account at any of the abovementioned sixty eight centres and whosepayment consideration exceeds Rs. 1 lac, have the option to receive refund through RTGS. Such eligibleapplicants who indicate their preference to receive consideration through RTGS are required to provide theIFSC code in the FOA. In the event the same is not provided, payment consideration shall be made throughother electronic modes or by cheques, pay orders or demand drafts payable.

4. NEFT (National Electronic Fund Transfer) – Payment of consideration shall be undertaken through NEFTwherever the shareholders bank has been assigned the Indian Financial System Code (IFSC), which can belinked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSCCode will be obtained from the website of RBI as on a date immediately prior to the date of payment ofconsideration, duly mapped with MICR numbers. Wherever the shareholder has registered their nine digitMICR number and their bank account number while opening and operating the demat account, the same willbe duly mapped with the IFSC Code of that particular bank branch and the payment of consideration will bemade to the applicants through this method. The process flow in respect of consideration by way of NEFT isat an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency.

5. For all other applicants, including those applicants whose payment consideration is not credited by ECS/Direct credit due to technical errors or incomplete/incorrect bank account details, payment consideration willbe dispatched through Speed Post/Registered Post. Such payment consideration will be made by cheques,pay orders or demand drafts payable at par at places where the address of the shareholder is registered. Incase of payment consideration is rejected through the ECS/Direct credit facility, the registrar would endeavorto dispatch the payment consideration within 3 working days of such rejection.

The bank account details for ECS/ Direct Credit/ RTGS / NEFT will be directly taken from the depositories’database or from the details as mentioned by the shareholders in the FOA.

10. DOCUMENTS FOR INSPECTION

The following documents are regarded as material documents and are available for inspection by the shareholdersof “SIL” at the office of the Manager to the Offer i.e. Vivro Financial Services Pvt. Ltd., from 10.30 a.m. to 3.00 p.m.on any working day except Sunday and Public / Bank Holidays until the Offer closes on Monday 22nd November,2010.

1) Certificate of Incorporation and the Memorandum and Articles of Association of SIL.

2) Copy of the Share Subscription Agreement dated July 22, 2010.

3) Published Copy of Public Announcement of Offer dated July 26, 2010.

4) The audited accounts of the Target Company for the 12 months ended 31st March 2008, 2009 and 2010.

5) Financial Adequacy Certificate issued by Mr. Chirag M. Shah Chartered Accountant, (Membership No.45706) Telephone No. 079-26575085, dated July 20, 2010, certifying that sufficient resources are availablewith the Acquirers to meet their obligations under the Offer.

6) Networth Certificates issued by Mr. Chirag M Shah, Partner of Mahendra N. Shah, Chartered Accountant(Membership No. 45706) Telephone No. 079-26575085 all dated July 20, 2010 certifying the networth ofMrs. Sujata Priyam Mehta, Priyam Commercial Enterprises Private Limited and Bini Commercial EnterprisesPrivate Ltd.

7) Letter from the Acquirers regarding appointment of Manager to the Offer.

8) Letters from the Escrow Bank confirming cash deposit in the form of Fixed Deposit of Rs. 61,22,500/- and alien marked in favor of the Manager to the Offer

9) Copy of SEBI letter No. CFD/DCR/TO/EB/OW/23810/2010-dated October 18, 2010 issued in terms of provisoto the Regulation 18(2) of the Regulations

10) Due Diligence Certificate given by Vivro Financial Services Pvt. Ltd., Manager to the Offer dated 31st July,2010.

11) Certificate from Mr Gaurav J. Shah dated July 14, 2010, certifying fair value of the equity shares of SayajiIndustries Limited.

12) Copy of the Agreement with the Registrar dated 21st July 2010

13) Copy of the Agreement with depository participant for opening a special depository account for the purposeof the offer.

11. DECLARATION BY THE ACQUIRERS

11.1 The Acquirers, Mrs. Sujata Priyam Mehta, Priyam Commercial Enterprise Private Limited and Bini CommercialEnterprise Private Limited, severally and jointly accept full responsibility for the information contained in this Letterof Offer.

40

11.2 The Acquirers would be responsible for ensuring compliance with the SEBI (SAST) Regulations, 1997. Theinformation relating to the Target Company has been obtained from publicly available sources and from theCompany.

For and on behalf of the Acquirers

Mrs. Sujata Priyam Mehta

_____________________

For and On Behalf of the Board Of Directors of

Priyam Commercial Enterprise Private Limited

Director

For and On Behalf of the Board Of Directors of

Bini Commercial Enterprise Private Limited

Director

(Acquirers)

The person signing the Letter of Offer is duly and legally authorized person.

Place : Ahmedabad

Date : 25th October , 2010

Attached: 1. Form of Acceptance – cum – Acknowledgement

2. Form of Withdrawal – cum- Acknowledgement

3. Transfer Deed

From

Name:

Address :

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

FORM OF ACCEPTANCE -- CUM - ACKNOWLEDGEMENTTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form of Acceptance-cum-Acknowledgement with enclosures to Registrar to the Offer at their address asmentioned in the Letter of offer)

(All terms and expression used herein shall have the same meaning as described thereto in Letter of offer and please read theinstructions mentioned below before filling in this form of acceptance.)

ACKNOWLEDGEMENT SLIP

Sayaji Industries Limited - Open Offer(to be filled in by the shareholders)

Received from Mr./Ms./ M/s.

Form of Acceptance cum Acknowledgement for SIL Offer as per details below: -

Physical Shares: Folio No. No. of Certificates Enclosed

Certificate No. Total No. of Shares Enclosed

Demat Shares: Client ID DP ID Copy of Delivery Instruction

to DP Total No. of Shares Enclosed (Delete whichever is not applicable)

Stamp of Collection Centre Signature of Official Date of Receipt

TEAR ALONG THIS LINE

To,M/s Karvy Computershare Private LimitedPlot. No. 17-24,Vithalrao Nagar,Madhapur,

Hyderabad-500 081

Dear Sir/Madam

Re: Open Offer to acquire 15,800 equity shares of Rs. 100/- each, representing 20.00% of the post preferential issued & subscribedEquity share Capital and 20.00% of the total post preferential voting equity share capital of Sayaji Industries Limited. ("TargetCompany" / "SIL") at price of Rs. 1550/- (Rupees One Thousand Five Hundred and Fifty only) per Equity share ("Offer Price")payable in cash by Mrs. Sujata Priyam Mehta, Priyam Commercial Enterprise Limited and Bini Commercial Enterprise PrivateLimited(collectively referred to as the "Acquirers").

1. I/We refer to the Letter of Offer dated 25th October, 2010 constituting an offer for acquiring the equity shares held by me/us in SayajiIndustries Limited

2. I/We, the undersigned have read the Letter of Offer and understood its contents and unconditionally accepted the terms and conditionsas mentioned therein.

SHARES HELD IN PHYSICAL FORM

3. I/We accept the Offer and enclose the original Share certificate(s) and duly signed transfer deed(s) in respect of my/our shares asdetailed below:

Sr. No. Folio No. Certificate No. Distinctive No. (s) No. of Shares

From To

Total Number of shares

OFFEROpens on : Wednesday, November 3, 2010Last date of : Wednesday, November 17, 2010withdrawalCloses on : Monday, November 22, 2010

Note: All future correspondence, if any, should be addressed to Registrar to the Offer at the following Address.

Karvy Computershare Private Limited

(Unit: Sayaji Industries Limited)

Contact Person: Mr. M. Murali Krishna

Plot No. 17-24, Vithalrao Nagar, Madhapur, Hyderabad-500 081,

Tel. No. (040)-23420815-823/44655000

Fax No.:(040)-23431551

Email: [email protected]

SHARES HELD IN DEMAT FORM

4. I/We, holding shares in demat form, accept the Offer and enclose a photocopy of the delivery instructions by my/our DP in respect ofmy/our Shares as detailed below:

DP Name DP ID Client ID Name of Beneficiary No. of Shares

5. I/We have done an off-market transaction for crediting the Shares to the special depository account with Karvy Computershare PrivateLimited styled "Karvy Computershare Private Limited - Escrow A/c - Sayaji Industries Limited - Open offer - Escrow Account whoseparticulars are:

DP Name: KARVY STOCK BROKING LTD. DP ID: IN 300394 Client ID: 17710946

Shareholders having their beneficiary account with CDSL will have to use inter-depository slip for the purpose of crediting their Sharesin favour of the Special Depository Account with NSDL.

Enclosures (Please tick as appropriate, if applicable)

Please use additional sheet and authenticate the same in case of insufficient space.

Power of Attorney Corporate authorization in Case of companies along with BoardResolution and specimen Signatures of authorised signatories

Death Certificate / Succession Certificate others(Please specify)

No objection Certificate & Tax Clearance Certificate under Income-Tax Act, 1961, for NRIs /OCBs /Foreign Shareholdersas applicable

6. I/We confirm that the equity shares of Sayaji Industries Limited which are being tendered herewith by me/us under this offer are freefrom liens, charges and encumbrances of any kind whatsoever.

7. I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me / us by theRegistrar to the Offer until the time the Acquirers make payment of the purchase consideration as mentioned in the Letter of Offer.

8. I/We also note and understand that the Acquirers will pay the purchase consideration only after verification of the documents andsignatures.

9. I/We authorize the Acquirers to send by registered post/ speed post/ UCP the draft/ cheque, in settlement of the amount to the sole/firstholder at the address mentioned above.

10. I/We authorize the Acquirers to accept the Shares so offered or such lesser number of equity shares which it may decide to accept inconsultation with the Manager to the Offer and in terms of the Letter of Offer and I/We further authorize the Acquirers to return to me/us, equity share certificate(s) which is not found valid.

11. My/Our execution of this Form of Acceptance shall constitute my/our warranty that the Equity shares comprised in this application areowned by me/us and are transferred by me/us free from all liens, charges, claims of third parties and encumbrances. If any claim ismade by any third party in respect of the said equity shares, I/We will hold the Acquirers, harmless and indemnified against any lossthey or either of them may suffer in the event of the Acquirers acquiring these equity shares. I/We agree that the Acquirers may paythe offer price only after due verification of the documents and signatures and on obtaining the necessary approvals as mentioned inthe said letter of offer.

12. I/We undertake to execute such further documents and give further assurance as may be required or expedient to give effect to my/our agreeing to sell the said Equity shares.


13. So as to avoid fraudulent encashment in transit, Shareholder(s) should provide details of bank account of the first/sole shareholder andthe cheque or demand draft will be drawn accordingly. Please indicate the preferred mode of receiving the payment consideration.(please tick)

1. Electronic Mode: 2. Physical Mode:

Name of Bank Branch City Type of Account Account Number

MICR Code IFSC Code( for RTGS/ NEFT transfers)

The Permanent Account No. (PAN/GIR No.) Allotted under the Income Tax Act 1961 is as under: -

1st Shareholder 2nd Shareholder 3rd Shareholder

PAN/GIR No.

Yours faithfully,Signed and delivered

FULL NAME (S) OF THE HOLDER SIGNATURE (S)

First / Sole Holder

2nd Shareholder

3rd Shareholder

Note : In case of joint holdings, all shareholders must sign. In case of body corporate, the company seal should be affixed

Place :

Date :

14. I/We irrevocably authorize the Acquirers or the Manager to the Offer to send by registered post the draft / cheque, in settlement ofpurchase at my own risk and any excess share certificate, if any, to the Sole/first holder at the address mentioned below:

NAME AND COMPLETE ADDRESS OF THE SOLE/FIRST HOLDER (IN CASE OF MEMBER (S)), ADDRESS as Registered withthe Company.

Name:

Address:

Place:

Date:

Tele No:

INSTRUCTIONS

1. In the case of dematerialized shares, the shareholders are advised to ensure that their Shares are credited in favour of the SpecialDepository Account, before the Date of Closure of the Offer i.e. Monday, 22nd November, 2010. The Form of Acceptance-cum-Acknowledgment of such demat shares not credited in favour of the Special Depository Account, before the Date of Closure of the offerwill be rejected.

2. Share holders should enclose the following:

I. For shares held in demat form:-

Beneficial owners should enclose

i. Form of Acceptance-cum-Acknowledgment duly completed and signed in accordance with the instructions contained therein, asper the records of the Depository Participant (DP).

ii. Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, dulyacknowledged by the DP as per the instruction in the Letter of offer.

3. Registered Share holders should enclose the following:

I. For Shares held in physical form:-

Registered Shareholders should enclose

i) Form of Acceptance-cum-Acknowledgment duly completed and signed in accordance with the instructions contained therein, byall Shareholders whose names appear on the Share certificates.

ii) Original Share certificate(s).

iii) Valid transfer deed(s) duly signed as transferors by all registered Shareholders (in case of joint holdings) in the same order andas per specimen signatures registered with SIL and duly witnessed at the appropriate place. A blank Share Transfer form isenclosed along with the Letter of Offer. Attestation, where required, (thumb impressions, signature difference, etc.) should bedone.

The details of buyer should be left blank failing which the same will be invalid under the offer. The details of the Acquirers as buyer willbe filled by Mr. M. Murali Krishna upon verification of the Form of Acceptance and the same being found valid. All other requirementsfor valid transfer will be preconditions for valid acceptance.

II. Unregistered owners should enclose

i. Form of Acceptance-cum-Acknowledgment duly completed and signed in accordance with the instructions containedtherein.

ii. Original Share certificate(s).

iii. Original broker contract note.

iv. Valid Share transfer deed(s) as received from the market leaving details of buyer blank. If the same is filled in then theShare(s) are liable to be rejected.

4. The Share certificate(s), share transfer form(s) and the Form of Acceptance-cum-Acknowledgment should be sent only to theRegistrar to the Offer and not to the Manager to the Offer or Acquirers or Sayaji Industries Limited.

5. The Form of Acceptance-cum-Acknowledgment and other related documents should be submitted at the collection center of KarvyComputershare Private Limited as stated in the Letter of Offer.

6. Shareholders having their beneficiary account in CDSL have to use "INTER DEPOSITORY DELIVERY INSTRUCTION SLIP" for thepurpose of crediting their Shares in favour of the Special Depository Account with NSDL.

7. It is mandatory for Shareholders to indicate the bank account details at the appropriate place in the Form of Acceptance-cum-Acknowledgment and the consideration would be made to the bank account of the sole/first shareholder. The payment would be madeat par to all the shareholders.

8. Rejection of Shares

If the shares are rejected for any of the following reasons, the shares will be returned to the holder(s) along with all the documentsreceived from them at the time of submission. Please Note that the following list is not exhaustive.

a. The signature(s) of the holder(s) do not match with the specimen signature(s) as per the records of Sayaji Industries Limited.

b. The Transfer deed is not complete or that the signatures do not match with the specimen recorded with Sayaji Industries Limited.

c. The number of Shares mentioned in the Form of Acceptance-cum-Acknowledgment does not tally with the actual physical sharecertificate(s) submitted.

9. All documents/ remittances sent by or to shareholders will be at their own risk. Shareholders of Sayaji Industries Limited are advisedto adequately safeguard their interests in this regard.

10. Neither The Acquirers, the Manager to the Offer, the Registrar to the Offer or Sayaji Industries Limited will be liable for any delay/lossin transit resulting in delayed receipt/non-receipt by the Registrar of your Form of Acceptance-cum-Acknowledgment or submission oforiginal physical Share certificate(s) due to inaccurate /incomplete particulars/instructions on your part, or for any other reason.

Applicants who cannot hand deliver their documents at the collection Centers, may send their documents only by Registered post, attheir own risk, to the Registrar to the Offer at Karvy Computershare Private Limited, at Plot No. 17-24 Vithalrao Nagar, Madhapur,Hyderabad-500081 so as to reach the Registrars to the offer on or before the last date of acceptance i.e. Monday, 22nd November,2010

11. Please read the enclosed Letter of offer before filling up the form of Acceptance.

12. The Form of Acceptance should be filled up in English only.

13. Mode of tendering the Equity shares pursuant to the offer

(i) The acceptance of the offer made by the Acquirers is entirely at the discretion of the equity shareholders of SIL.

(ii) Shareholders of SIL to whom the offer is being made, are free to offer his/her/their shareholding in SIL for sale to the Acquirers,in whole or part, while tendering his/her/their equity shares in the offer.

All queries in this regard to be addressed to the Registrar to the offer at the following address quoting your Reference Folio No./ DP ID/Client ID:




Plot No. 17-24, Vithalrao Nagar, Madhapur, Hyderabad - 500081

Tel No. (040)-23420815-0823/44655000

Fax No.:(040)-23431551

Email: [email protected]

FORM OF WITHDRAWALTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form of Withdrawal with enclosures to Registrar to the Offer Karvy Computershare Private Limited atthe address as mentioned in the Letter of offer)THIS FORM SHOULD BE USED BY THE SHAREHOLDERS ONLY FOR EXERCISING THE WITHDRAWLOPTION AS PROVIDED IN THE LETTER OF OFFER

To,Karvy Computershare Private Limited.Plot No. 17-24,Vithalrao Nagar,Madhapur,Hyderabad - 500 081

Dear Sir/Madam,

Sub: Open Offer to acquire 15,800 equity shares of Rs.100/- each, representing 20.00% of the total post preferential issued& subscribed equity share capital and 20.00% of the total post preferential voting equity share capital of Sayaji IndustriesLimited ("Target Company" / "SIL ") at price of Rs. 1550/- (Rupees One Thousand Five Hundred and Fifty only) per Equityshare ("Offer Price") payable in cash by Mrs. Sujata Priyam Mehta, Priyam Commercial Enterprise Limited and Bini CommercialEnterprise Private (collectively referred to as the "Acquirers") -- withdrawal of Shares tendered in the Offer.I/We refer to the Letter of Offer dated 25th October, 2010, for acquiring the Shares held by me/us in Sayaji Industries LIMITED. I/we,the undersigned, have read the Letter of Offer understood its contents and unconditionally accept the terms and conditions andprocedures as mentioned therein.I/we have read the procedure for withdrawal of shares tendered by me/us in the Offer as mentioned in the Letter of offer andunconditionally agree to the terms and conditions mentioned therein.I/we hereby consent unconditionally and irrevocably to withdraw my/our Shares from the offer and I/we further authorize the Acquirersto return to me/us, tendered Share certificate(s)/ Share(s) at my /our sole risk.I/We note that upon withdrawal of my/our shares from the offer, no claim or liability shall lie against the Acquirers /Manager to the Offer/Registrar to the offer.I/We note that this Form of withdrawal should reach the Registrar to the offer at any of the collection centers mentioned in the Letter ofoffer as per the mode of delivery indicated therein on or before the last date of withdrawal.I/we note that the Acquirers / Registrar to the Offer shall not be liable for any postal delay / loss in transit of the shares held in physicalform and also for non-receipt of shares held in the dematerialized form in the DP account due to inaccurate/incomplete particulars/instructions.I/We also note and understand that the Acquirers shall return original Share certificate(s), share transfer deed(s) and Shares only oncompletion of verification of the documents and signatures and beneficiary position data as available from the Depository from time totime, respectively.The particulars of the tendered Share(s) that I/We wish to withdraw are detailed below:

Folio no. Certificate No. Distinctive Nos. No. of Shares

From To

Tendered

Withdrawn

Total No. of equity shares

OFFEROpens on : Wednesday, November 3, 2010Last date of withdrawal : Wednesday, November 17, 2010Closes on : Monday, November 22, 2010

(In case of insufficient space, please use additional sheet and authenticate the same)

Received from Mr./Ms./M/s

Form of Withdrawal * for SIL Offer as per details below :-

Physical Shares: Folio No. in respect of

Number of Share Certificates for no. of Shares withdrawn

*Copy of Delivery Instruction Slip to DP for shares (Delete whichever is not applicable)

Acknowledgement SlipSayaji Industries Limited - Open Offer(to be filled in by the shareholders)

Stamp of Collection Signature of Date ofCentre Official : Receipt :

Sr. No. TEAR ALONG THIS LINE

I/We hold the following shares in dematerialized form, have tendered the Shares in the offer and had done an off-market transaction forcrediting the Shares to the Special Depository Account with Karvy Computershare Private Limited - Escrow A/c - Sayaji IndustriesLimited - Open offer" as per the following particulars:

DP Name: KARVY STOCK BROKING LTD. DP ID: IN 300394 Client ID: 17710946

Please find enclosed a photocopy of the depository delivery instruction(s) duly acknowledged by the Depository Participant.

The particulars of the account from which my/our shares have been tendered are as detailed below:

DP Name DP ID Client ID Name of Beneficiary No. of Shares

I/We note that the Shares will be credited back only to the depository account, from which the Shares have been tendered andnecessary standing instructions have been issued in this regard. I/We confirm that the particulars given above are true and correct.In case of dematerialized Shares, I/We confirm that the signatures of the beneficiary holders have been verified by the DP as per therecords maintained at their end and the same have also been duly attested by them under their seal.

Yours faithfully,Signed & Delivered

INSTRUCTIONS1 . Shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at the collection center mentioned In the Letter of

Offer as per the mode of delivery indicated therein on or before the last date of withdrawal i.e. Wednesday, 17th November, 20102 . Shareholders should enclose the following:

i . For Shares held in demat form:Beneficial owners should enclosea . Duly signed and completed Form of Withdrawal.b . Acknowledgement slip in original. Copy of the submitted Form of Acceptance -cum- Acknowledgement in case delivered by Registered A.Dc . Photocopy of the delivery instruction in "Off-marker" mode or Counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP.ii. Registered Shareholders should enclose.a . Duly signed and completed Form of Withdrawal.b . Acknowledgement slip in original /copy of the submitted Form of acceptance- cum- Acknowledgement in case delivered by Registered A.D.c . In case of partial withdrawal, valid share transfer form(s) for the remaining Shares (i.e. Shares not withdrawn) duly signed as transferors by all registered

shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with Sayaji Industries Limited and duly witnessedat the appropriate place.

iii. Unregistered owners should enclose.a . Duly signed and completed Form of Withdrawal.b . Acknowledgement slip in original Copy of the submitted Form of Acceptance-cum-Acknowledgement in case delivered by Registered A.D.

3 . The withdrawal of Shares will be available only for the Share certificates/the Shares that have been received by the Registrar to the Offer/ SpecialDepository Account.

4 . The intimation of returned Shares to the shareholders will be at the address as per the records of the Target Company/depository as the case may be.5 . The Form of Withdrawal should be sent only to the Registrar to the Offer.6 . In case of partial withdrawal of Shares tendered in physical form, if the original Share certificates are required to be split, the same will be returned on receipt

of Share certificates from the Target Company. The facility of partial withdrawal is available only to registered shareholders.7 . Shareholders holding Shares in dematerialized form are requested to issue the necessary standing instruction for receipt of the credit in their DP account.8 . The Form of Withdrawal and other related documents should be submitted at the Collection Center of Karvy Computershare Private Limited as stated in

the Letter of Otter.Applicants who cannot hand deliver their documents at the Collection Center, may send their documents only by Registered Post, at their own risk, to theRegistrar to the Offer at Karvy Computershare Private Limited, Plot No. 17-24, Vithalrao Nagar, Madhapur, Hyderabad - 500081so as to reach the Registrarsto the offer on or before the last date of withdrawal i.e. Wednesday, 17th November, 2010.

Note: In case of joint holdings all shareholders must sign. A corporation must affix its common seal necessary Board Resolution shouldbe attached.

Date : Place :

Full Name(s) of the holders Address Signature

First/Sole Holder

Joint Holder 1

Joint Holder 2


Note: All future correspondence, if any, should be addressed to Registrar to the Offer at the followingAddress.




Plot No. 17-24, Vithalrao Nagar, Madhapur, Hyderabad-500 081,

Tel. No. (040)-23420815-823/44655000

Fax No.:(040)-23431551

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LETTER OF OFFER Industries Ltd...Email: [email protected] Contact Person: Mr. M. Murali Krishna...

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