LETTER OF OFFER This Document is Important and requires your … · 2018-08-16 · LETTER OF OFFER...

LETTER OF OFFER

This Document is Important and requires your Immediate Attention

This Letter of Offer is sent to you as Shareholder(s) of Millennium Cybertech Ltd. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Merchant Banker/ Registrar to the Offer.of Offer and the accompanying Form of Acceptance cum acknowledgement and Transfer Deed to the Member of the Stock Exchange through whom the said sale was effected.

a) N a m e & A d d r e s s o f t h e Acquirers

Name & Address of the Persons acting in concert (PACs)

%

M/s. Cornhill Trading Company Private Limited,

91-B, Empire Building, Cumballa Hill, Kemps Corner,

Mumbai- 400 036

Tel - 56963035

Fax - 56963037

M/s. Stardom Trading Company Pvt. Ltd.,

Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg,

Four Bunglow, Andheri (West), Mumbai 400 053

Tel - 26280975

Fax - 26244480

M/s. RGV Productions Pvt. Ltd.

Flat No-71, Pyramid Tower, J.P. Road, Versova,

Andheri (West), Mumbai- 400 061

Tel - 26343737 / 26394424

Mr. P.Ram Gopal Varma

Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061

Tel - 26343737 / 26394424

https://www.sebi.gov.in/HomePage.jsp

Mr. P.Chandra Shekar


Tel - 26343737 / 26394424

Mr. Madhu Mantena

Flat no. G-1, Sea Side Building, J.P. Road,

Versova, Andheri (West), Mumbai –61

Tel - 26280975

Fax - 26244480

Mr. Suman Varma

Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg,

Four Bunglow, Andheri (West), Mumbai 400 053

Tel - 26280975

Fax – 26244480

Mr. V. Seetharaman

B-4, Punarvasu, Din Dayal Road, Anand Nagar,

Dombivali (West), Dist. Thane, Maharashtra – 421 202

Tel - 56963035

Fax - 56963037

Mr. Vijay Rank

A-14 / 301, Suraj Co-operative Housing Society, C.S. Road, Anand Nagar, Dahisar (East), Mumbai – 400 068

Tel - 56963035

Fax - 56963037b) N a m e & A d d r e s s o f t h e M/s. Millennium Cybertech Limited (MCL)

registered office of the Target Company. Tagore Center, 1st Floor, Behind Dawa Bazar, 13-14, RNT

Marg, Indore (M.P)- 452001

Tel - 0731- 2704800/01/02/03

Fax – 0731- 2704804

c) Number and Percentage of Equity Shares of the Target Company proposed to be Acquired by the Acquirers through the open offer.

5,69,000 Equity Shares being 20% of Voting Share Capital and 11.38% of the total share capital from existing shareholders.

d) Offer Price & Mode of Payment. Rs. 10.00 per share for each fully paid up Equity share and Rs.2.50 for each partly paid up share payable in Cash.

e) This Letter of Offer is made pursuant to Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof. f) The offer is not conditional. g) “Shareholders who have accepted the offer by tendering the requisite documents, in terms of the

Public Announcement/Letter of Offer, can withdraw the same upto three working days prior to the date of the closure of the offer” i.e.: October 24, 2003 by filling the withdrawal form attached herewith. The withdrawal form is also available on the SEBI website (www.sebi.gov.in ).

h) Upward revision of offer, if any, would be informed by way of P.A. on or before October 15, 2003 in respect of such changes in all the newspapers in which the original public announcement was made. The Acquirers shall pay the revised price for all the shares tendered any time during the offer.

i) If there is competitive bid:

v The public offers under all the subsisting bids shall close on the same date.

v As the offer price cannot be revised during 7 working days prior to the closing date of the offers/ bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly

j) The Copy of Public Announcement and Letter of Offer (including Form of Acceptance cum acknowledgement) are also available on the SEBI website (www.sebi.gov.in).

https://www.sebi.gov.in/


SCHEDULE OF ACTIVITIES:

Manager To The Offer Registrar to the OfferAryaman Financial Services Limited, 106, Atlanta, Nariman Point, Mumbai – 400 021.

Tel.: (022) 22826465 / 66,

Fax: (022) 22826467

Email: [email protected]

Contact Person: Mr. Chirag Pittie

Bigshare Services Pvt. Ltd.

E-2/3, Ansa Industrial Estate,

Sakivihar Road, SakiNaka,

Andheri (E),

Mumbai – 400 072

Tel : 022 2852 3574 / 2856 0652

Fax : 022 2852 5207

e-mail : [email protected]

Contact Person : Mr. Verghese

ACTIVITY DAY & DATE

Public Announcement Tuesday, July 29th 2003

Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)

Wednesday, August 27th 2003

Last date for a Competitive Bid Monday, August 18th 2003

Date by which Letter of Offer to be posted to the shareholders.

Thursday, September 11th , 2003

Date of Opening of the Offer Thursday, September 25th, 2003

Last date for revising the offer price / Number of shares

Wednesday, October 15th, 2003

Last date for withdrawal of acceptance by the shareholders

Tuesday, October 21st, 2003

Date of Closure of the Offer Friday, October 24th, 2003

Date by which acceptance/ rejection under the Offer would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be despatched/ credited.

Saturday, November 22nd

2003.

mailto:[email protected]


INDEX

PARTICULARS PAGE NO. Disclaimer Clause 4Details of the Offer 4Background of the Acquirers including PAC’s 6Disclosure in terms of Regulation 16(ix) 10Background of the Target Company 11Offer Price and Financial Arrangements 17Terms & Conditions of the Offer 18Procedure for Acceptance and Settlement of the Offer 19Documents for Inspection 21Declaration by the Acquirers including PAC’s 22

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:-

ACQUIRERS M/s. Cornhill Trading Company Private Limited, (CTC)

M/s. Stardom Trading Company Pvt. Ltd., (STC) and

M/s. RGV Productions Pvt. Ltd. (RGV)P E R S O N S A C T I N G I N CONCERT

Mr. P. Ram Gopal Varma Director (RGV)

Mr. P. Chandra Shekar Director (RGV)

Mr. Madhu Mantena Director (STC)

Mr. Suman Varma Director (STC)

Mr. V. Seetharaman Director (CTC)

Mr. Vijay Rank Director (CTC) TARGET COMPANY / MCL M/s. Millennium Cybertech Limited (MCL) FORM OF ACCEPTANCE The form of application cum acknowledgement and authority,

which is enclosed with this Letter of Offer. LOF This Letter of Offer. PUBLIC ANNOUNCEMENT (PA)

Announcement of the offer issued in newspapers on July 29th 2003.

TAKEOVER REGULATIONS

Securities And Exchange Board Of India (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof.

SEBI Securities And Exchange Board Of India OFFER PRICE Rs. 10.00 (Rupees Ten only) per share for fully paid-up equity

shares and Rs. 2.50 (Rupees Two and Fifty paise only) per partly paid-up equity share.

MANAGER TO THE OFFER Aryaman Financial Services Limited. REGISTRAR TO THE OFFER Bigshare Services Pvt. Ltd. BSE The Stock Exchange, Mumbai CSE The Stock Exchange, Calcutta MPSE The Madhya Pradesh Stock Exchange, Indore P E R S O N S E L I G I B L E T O PARTICIPATE

All shareholders of MCL registered and unregistered and the beneficial owners who own the shares at any time prior to the closure of the offer, except the Acquirers (including PACs) and parties to the agreement

SELLERS M/s. Fastrak Securities Pvt. Ltd

M/s. Kukson Footcare Ltd.

M/s. Design Finance Ltd.

Other sellers –

Mr. Bharat Bindal, Ms. Devkirani Bindal, Rajesh Bindal Family Welfare Trust, Mr. Sushil Trivedi, Mr. Yashveer Bindal, B.N. Bindal & Sons HUF, Yashveer Bindal & Sons HUF, Mrs.

Sarita Bindal, Sudhir Bindal & Sons HUF, M/s.P.J. Credit Capital Ltd., Mrs. Anju Bindal, Mr. Amit Manocha, Shree Bajaj Synfab Pvt. Ltd., M/s. Brahma Interactive Ltd., Mr. Sudhir Bindal, M/s. Indo Capital Markets Ltd., M/s. Brahma Builders Ltd., M/s. Lakham Finance & Investments Ltd., M/s. Sears Phytochem Ltd., M/s. Master Securities Ltd., M/s. Quality Automation Ltd., Mr. Omprakash Gupta, M/s. Devki Leasing and Finance Ltd., and Mr. Barmananad Bindal,

1. DISCLAIMER CLAUSE

"IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF MILLENNIUM CYBERTECH LTD. TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS (INCLUDING PACS), OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS (INCLUDING PACS) IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS (INCLUDING PACS) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER M/S. ARYAMAN FINANCIAL SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED AUGUST 11, 2003 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS (INCLUDING PACS) FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER."

2. DETAILS OF THE OFFER

2.1 BACKGROUND OF THE OFFER

1. This Open Offer is being made pursuant to the Regulation 10 and 12 and other provisions of Chapter III of and in compliance with the Securities & Exchange Board of India, (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and subsequent amendments thereof

a. This offer is being made by M/s. Cornhill Trading Company Private Limited having their registered office at 91-B, Empire Building, Cumballa Hill, Kemps Corner, MumbaiAndheri (West), Mumbai 400 053, and M/s. RGV Productions Pvt. Ltd. having their registered office at Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai

Tagore Centre, 1st Floor, Behind Dawa Bazar, 13-14, RNT Marg, Indore (M.P)-452001 (hereinafter referred to as MCL/Target Company).

b. The Acquirers have entered into the following agreements

These shares are being acquired at a price of Re. 1/- per fully paid up share and all the shares being acquired are fully paid up. The vendors belong to the promoter group of MCL.

2. The mode of payment of the consideration for the shares acquired under the agreement is cash and the total consideration of Rs. 20,07,500 has been paid within 3 days of the date of the Public Announcement.case of non-compliance with any of the provisions of the Regulations, the agreement for such sale shall not be acted upon by the Vendor or the Acquirers.

3. As on the date of the agreement, the Acquirers (including PACs) do not hold any shares in the Target Company.

4. The proposed change in control is not through any arrangement.

5. Based on the information available from the Acquirers and the Target Company, neither the Acquirers (including PACs) nor the Target Company have been prohibited by SEBI from dealing in securities in terms of the direction issued u/s 11B of SEBI Act or under any of the regulation made under the SEBI Act.

Name of the Acquirers

Name of the vendor and Address

No. of shares of the target company

% of Equity Share Capital of Target Company

% of Voting Capital of Target Company

Agreement Date

Cornhill Trading Company Pvt. Ltd.

M/s. Fastrak Securities Pvt. Ltd. - Shalini Complex, Chotigwal Toli, Indore, M.P.

M/s. Kukson Footcare Ltd.

101, Saket Nagar, Indore, M.P

M/s. Design Finance Ltd.

8, Choti Gwaltoli, Indore, M.P.

And Others.

135,000

1,60,000

2,50,000

4,08,500

2.70%

3.20%

5.00%

8.16%

4.75%

5.62%

8.79%

14.35%

July 28, 2003

M/s. Stardom Trading Company Pvt. Ltd.

M/s. Fastrak Securities Pvt. Ltd.

Shalini Complex, Chotigwal Toli, Indore, M.P.

4,21,600 8.43 14.82 July 28, 2003

M/s. RGV Productions Pvt.

M/s. Fastrak Securities Pvt. Ltd.

Shalini Complex, Chotigwal Toli, Indore, M.P.

6,32,400 12.64 22.23 July 28, 2003

Total 20,07,500 40.13 70.56

6. The Composition of the Board of Directors in MCL Post-acquisition and Offer shall be determined on completion of all formalities relating to the Offer.

2.2 Details of the Proposed Offer

1. The public announcement was made by the Acquirers on July 29, 2003 in compliance with Regulation 15 of the Takeover Regulations in all the editions of Financial Express, (English National Daily), Jansatta (Hindi National Daily) and Navbharat (Regional Language Daily). The Public Announcement is also available on the SEBI website at www.sebi.gov.in


2. The offer to the public shareholders of MCL is to acquire further 5,69,000 equity shares representing 20% of the equity share capital of MCL at a price of Rs. 10.00 per share for fully paid up shares and Rs.2.50 per share for partly paid up shares. The payment to the shareholders whose shares have been accepted shall be cash and will be paid by cheque / demand draft.

3. The Acquirers (including PACs) have not acquired any shares of the target company after the date of P.A. and upto the date of this LOF.

2.3 Object of the acquisition /offer

The offer to the Shareholders of MCL has been made pursuant to Regulation 10 & 12 and other provisions of Chapter III and in compliance with the regulations for the purposes of substantial acquisition of voting rights of the company.

CTC and STC are incorporated with the main object of carrying on trading and distribution business with the main activity of exporting and importing a wide range of goods and services. RGV has been incorporated with the main object of carrying ondocumentaries etc. The main objective of the takeover is to meet the expansion plans of the Acquirers in respect of entering into the field of entertainment and media business and thereby to give the same a better status by way of listing on the stock exchanges.

3. BACKGROUND OF THE ACQUIRERS INCLUDING PACS

3.1 Information about the Acquirers

1. Since the Acquirers (including PACs) have not acquired any shares in the target company or any other listed company till date, the compliance with the required provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations 1997 is not applicable.

2. The Acquirers (including PACs) have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any of the Regulation made under the SEBI Act.

3. The Acquirers are not Sick Industrial Companies within the meaning of clause (o) of Sub-section (I) of section 3 of the Sick Industries Companies (Special Provision) Act, 1985.

4. There has been no agreement between the Acquirers and the PACs as regards the open offer.

5. Presently there are no existing relationships between the acquirer companies.

1. M/s. Cornhill Trading Company Private Limited (CTC)

a. CTC was incorporated as a private limited company on December 20, 2002 under the Companies Act, 1956. The registered office of the Company is situated at 91

b. The promoters of the company are Mr. V.Seetharaman, Mr. Vijay Rank and Mr. Ashok Pamani and the directors of the company are Mr. V. Seetharaman and Mr. Vijay Rank. The Company is not listed on any Stock Exchange.

c. The company is yet to commence its business. The main object of the company is trading and distribution business with the main activity of exporting and importing a wide range of goods and services.

d. As on July 04, 2003, the Authorized Share Capital of the Company was increased from Rs.20 lacs to Rs.40 lacs divided into 4,00,000 Equity Shares of Rs.10/paid up. The book value per share is Rs. 9.43, earnings per share and return on networth being nil

e. BOARD OF DIRECTORS

The composition of Board of Directors as on the date of the public announcement is as follows:

f. FINANCIAL HIGHLIGHTS

(Rs in lacs)

NO PROFIT AND LOSS ACCOUNT STATEMENTS ARE AVAILABLE AS THE COMPANY IS IN ITS FIRST YEAR OF OPERATIONS.

Name Residential Address Mr. V. Seetharaman

B-4, Punarvasu, Din Dayal Road, Anand Nagar, Dombivali (West), Dist. Thane, Maharashtra – 421 202

Mr. Vijay Rank

A-14 / 301, Suraj Co-operative Housing Society, C.S. Road, Anand Nagar, Dahisar (East), Mumbai – 68

PARTICULARS AS ON 04/07/2003

Source of Funds: -

Paid up Share Capital 35.00ADD: Reserves & Surplus -- LESS: Misc. Expenditure 2.01Net Worth 32.99Number of Equity Shares 35.00Book Value Per Share Rs. 9.43

2. M/s. Stardom Trading Company Private Limited (STC)

a. STC was incorporated as a private limited company on October 4th, 2002 under the Companies Act, 1956. The registered office of the Company is situated at Flat No.

b. The promoters and directors of the company are Mr. Madhu Mantena and Mr. Suman Varma. The Company is not listed on any Stock Exchange.

c. The company is yet to commence its business. The main object of the company is trading and distribution business with the main activity of exporting and importing a wide range of goods and services.

d. As on April 23, 2003, the Authorized Share Capital of the Company has been increased from Rs.1 lacs to Rs.10 lacs divided into 1,00,000 Equity Shares of Rs.10/Rs.1 lac divided into 10,000 Equity shares of Rs.10/- each. The book value per share was Rs. 8.95, earnings per share and return on networth being nil

e . BOARD OF DIRECTORS


f. FINANCIAL HIGHLIGHTS

(Rs in lacs)


3. M/s. RGV Productions Private Limited (RGV)

Name Residential Address Mr. Madhu Mantena

Flat no. G-1, Sea Side Building, J.P. Road, Versova, Andheri (West), Mumbai –61

Mr. Suman Varma

Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg, Four Bunglow, Andheri (West), Mumbai – 53


Source of Funds: -

Paid up Share Capital 1.00ADD: Reserves & Surplus -- LESS: Misc. Expenditure 0.11Net Worth 0.89Number of Equity Shares 0.10Book Value Per Share Rs. 8.95

a. RGV was incorporated as a private limited company on January 8, 2003 under the Companies Act, 1956 under the name of M/s. Ram Gopal Varma Entertainment Pvt. Ltd. The name of the company was changed to M/s. RGV Productions Pvt. Ltd. and a fresh certificate of incorporation was obtained on May 2, 2003. The registered office of the Company is situated at Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061.

b. The promoters and directors of the company are Mr. Ram Gopal Varma and Mr. P. Chandra Shekhar. The Company is not listed on any Stock Exchange

c. The company is yet to commence its business. The main object of the company is entertainment business with the main activity of production of TV films, serials, Video films, documentaries etc.

d. As on April 29th, 2003, the Authorized Share Capital of the Company was Rs.10 lacs divided into 1,00,000 Equity Shares of Rs.10/- each. As per the certified results of the company on 29share was Rs.5.28, earnings per share and return on net-worth being nil.

e . BOARD OF DIRECTORS


e . FINANCIAL HIGHLIGHTS

(Rs in lacs)


3.2 Information about PACs

Apart from the Acquirers, Mr. P. Ram Gopal Varma, Mr. P. Chandra Shekar, Mr. Madhu Mantena, Mr. Suman Varma, Mr. V. Seetharaman, Mr. Vijay Rank are the Persons Acting in Concert (PACs) for the purpose of this offer in terms of Regulation 2(1)(e) of the SEBI (SAST) Regulations. Presently, the PACs are related to each other to the extent that Mr. Madhu Mantena and Mr. Suman Varma are directors in STC, Mr. V.Seetharaman and Mr. Vijay Rank are directors in CTC and Mr. P.Ram Gopal Varma and Mr. P. Chandra Shekar are brothers and directors in RGV. The details of the PACs are as under:

1. Mr. P. Ram Gopal Varma

Name Residential Address Mr. P. Ram Gopal Varma


Mr. P. Chandra Shekar



Source of Funds: -

Paid up Share Capital 1.00ADD: Reserves & Surplus -- LESS: Miscellaneous Expenditure

0.47

Net Worth 0.53Number of Equity Shares 0.10Book Value Per Share Rs. 5.28

a. Mr. P.Ram Gopal Varma, aged 44 years is residing at Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061. He holds a B.E. degree (Civil). He has produced and directed several Hindi and Telugu Films since 1989. He is the Director of RGV.

b. He is a director on the board of Varma Corporation Limited and has promoted the company. He is not on the board of any other company nor has he promoted any other company.

c. The Net worth of Mr. P. Ram Gopal Varma as on 31/03/2003 is Rs. 26.23 lacs as certified by M/s. Vidya & Co. -Chartered Accountants, (membership no. of Mr. Amit Nagar

2. Mr. P. Chandra Shekar

a. Mr. P.Chandra Shekar, aged 37 years is residing at Flat No-71, Pyramid Tower, J.P. Road, Versova, Andheri (West), Mumbai- 400 061. He holds a M.S. Degree in Computers and looks after overall administration work of Varma Corp Ltd. in Hyderabad and Mumbai. He is the Director of RGV.

b. He is a director on the board of Varma Corporation Limited and has promoted the company. He is not on the board of any other company nor has he promoted any other company.

c. The Net worth of Mr. P. Chandra Shekar as on 31/03/2003 is Rs. 3.75 lacs as certified by M/s. Vidya & Co. -Chartered Accountants, (membership no. of Mr. Amit Nagar

d. Details of company promoted by the PACs :

Varma Corporation Ltd. was incorporated on May 23, 1994 and is carrying on the business of Films Production and Entertainment. The company has been promoted by Mr. P. Ram Gopal Varma and Mr. P. Chandra Shekar and the directors of the company are Mr. P. Ram Gopal Varma, Mr. P. Chandra Shekar and Mr. A.V.S. Raju.

PAST FINANCIAL STATEMENTS (AUDITED)

(Rs in lacs)

YEAR ENDED

31/03/02

YEAR ENDED

31/03/01

YEAR ENDED 31/03/00

Equity Capital 0.07 0.07 0.07Share Application 25.55 16.55 16.55Reserves -- -- -- Total income 662.76 844.74 678.43Profit After Tax (219.42) (16.02) (221.12)EPS Nil Nil NilNAV (645.24) (434.85) (418.87)NAV per Share (Rs. 10/- (0.92) (0.62) (0.60)

NAV per Share is being calculated using the number of shares issued.

3. Mr. Madhu Mantena

a. Mr. Madhu Mantena, aged 27 years is residing at Flat no. G-1, Sea Side Building, J.P. Road, Versova, Andheri (West), Mumbai –61. He has been handling the overall business of

b. He is not on the board of any other company nor has he promoted any other company.

c. The Net worth of Mr. Madhu Mantena as on 31/03/2003 is Rs. 2.10 lacs as certified by M/s. Vidya & Co. -Chartered Accountants, (membership no. of Mr. Amit Nagar

4. Mr. Suman Varma

a. Mr. Suman Varma, aged 18 years is residing at Flat No.- 7A, Garden Rose Apartment, N. Dutt Marg, Four Bunglow, Andheri (West), Mumbai 400 053. He holds a B.Com degree in Business. Is working as an executive producer for Varma Corp. Ltd. handling projects both in Hindi and Telegu Films. He is the Director of STC.


c. The Net worth of Mr. Suman Varma as on 31/03/2003 is Rs. 1.30 lacs as certified by M/s. Vidya & Co. -Chartered Accountants, (membership no. of Mr. Amit Nagar

5. Mr. V. Seetharaman

a. Mr. V. Seetharaman, aged 48 years is residing at B-4, Punarvasu, Din Dayal Road, Anand Nagar, Dombivali (West), Dist. Thane, Maharashtra – 421 202. He holds an M.Com degree and has 12 years experience of associating with film production houses in the industry. He is the Director of CTC.


each) NAV per share (without including Share Application money)

(0.96) (0.64) (0.62)

c. The Net worth of Mr. V. Seetharaman as on 03/05/2003 is Rs. 2.65 Lacs as certified by M/s. Tiwari Samani & Associates. -Chartered Accountants, (membership no. of Mr. K. R. Tiwari Tel : 022 2879 3070 / 2867 1453

6. Mr. Vijay Rank

a. Mr. Vijay Rank, aged 24 years is residing at A-14 / 301, Suraj Co-operative Housing Society, C.S. Road, Anand Nagar, Dahisar (East), Mumbai – 400 068. He holds a B.Com degree and has 5 years experience of associating with film production houses in the industry. He is the Director of CTC.


c. The Net worth of Mr. Vijay Rank as on 03/05/2003 is Rs. 1.51 lacs as certified by M/s. Tiwari Samani & Associates. -Chartered Accountants, (membership no. of Mr. K. R. Tiwari 022 2879 3070 / 2867 1453

4. DISCLOSURE IN TERMS OF REGULATION 16 (ix)

1. This offer is being made pursuant to Regulation 10 & 12 and other provisions of Chapter III and in compliance with the regulations for the purposes of substantial acquisition of voting rights.

2. CTC and STC are engaged in the trading and distribution business with the main activity of exporting and importing a wide range of goods and services. RGV is engaged in the entertainment business with the main activity of production of TV films, serials, Video films, documentaries etc. The main objective of the takeover is to meet the expansion plans of the Acquirers in respect of entering into the field of entertainment and media business and thereby to give the same a better status by way of listing on the stock exchanges.

3. The Acquirers do not have any intention to dispose of or otherwise encumber any assets of MCL in the next two years from the date of closure of the offer, except in the ordinary course of business of MCL with the prior approval of the shareholders.

5.OPTION IN TERMS OF REGULATION 21(3)

Assuming full acceptance of the offer, the post offer voting capital with the public in the target company would be 9.44%. The Acquirers undertake to dis-invest through an offer for sale or by a fresh issue of capital to the public, which shall open within six months from the date of closure of the public offer, such number of shares so as to satisfy the listing requirements.

6. BACKGROUND OF THE TARGET COMPANY

MILLENNIUM CYBERTECH LTD – (MCL)

1. MCL is a Public Limited Company having its Registered Office at Tagore Centre, 1st Floor, Behind Dawa Bazar, 13-14, RNT Marg, Indore (M.P)-452001. The company was originally incorporated on September 04, 1986 in the name of Mercury Leasing and Properties Ltd. The name of the company was changed from Mercury Leasing and Properties Ltd. to Brahma Capital and Securities Ltd. and a fresh Certificate of Incorporation was obtained on November 9, 1995. The name of the company was again changed from Brahma Capital and Securities Ltd to BCS Software Ltd. and a fresh Certificate of Incorporation was obtained on May 26, 1999. The name of the company was further changed from BCS Software Ltd to its present name, Millennium Cybertech Ltd. and a fresh certificate consequent to change of name was obtained on July 28, 1999. The company was promoted by Mr. Barmanand Bindal and Mr. Yashveer Bindal, their relatives and associated companies. The directors of the company are Mr. Yashveer Barmanand Bindal, Mr. Alkesh Bothra and Mr. Mukesh Pandya.

2. The Authorised Share Capital of the company as on 31.03.02 was Rs. 550 lacs, divided into 55 lacs equity shares of Rs. 10/- each. The Issued, subscribed and paid-up capital of the company comprises of 50,01,400 equity shares of Rs. 10/21,56,400 (43.11% of the equity share capital) partly paid up equity shares that are in the possession of the public. There are calls in arrears amounting to Rs. 154.84 lacs as on 31.03.02. The partly paid shares do not carry any voting rights. The equity shares of MCL are listed on the Stock Exchanges at Calcutta, Madhya Pradesh and Mumbai.

3. MCL was incorporated with the main objects of carrying out the activities relating to financial services, investment, leasing and hire purchase, financing, and loan advancement etc. The company has been registered with the Reserve Bank Of India (RBI) as an NBFC vide certificate dated February 28, 2001. The registration is still valid i.e. presently also the company is registered with RBI as an NBFC. However, since the business was not very remunerative the company diversified into the software development business. The company also got itself registered with the Software Development Park, Noida. However, due to small size of operations this business also did not do very well and hence the company has applied for withdrawal from the STPI scheme and debonding of the STP unit. Currently the company does not pursue any major business and derives its income mainly from investments in shares and securities and loan advancement.from the public. No penal action has been taken by RBI against the company at any point of time. No specific approval from RBI is required for the purpose of takeover of the company.

4. Share Capital structure

There are no outstanding convertible instruments (warrants/ FCDs /PCDs) etc.

5. Compliance with listing and other statutory requirements:

As informed by the Target Company as regards the status of compliance with the listing requirement, the Target Company, and its promoters have presently complied with all the requirements to the extent applicable with Stock Exchanges at Madhya Pradesh, Calcutta and Mumbai.till date and except for the non-payment of listing fee to the Stock Exchange at Calcutta for the years 2001-2002 and 2002-2003, the company has duly complied with all the provisions of the listing agreement.

PAID-UP EQUITY SHARES OF TARGET COMPANY

N O . O F SHARES /VOTING RIGHTS

% A G E O F SHARE CAPITAL

% V O T I N G CAPITAL

Fully paid up shares 2,845,000 56.89 100.00Partly paid up shares 2,156,400 43.11 0.00TOTAL 5,001,400 100.00 100.00

The company, nor its promoters nor the directors have been barred by SEBI to deal in securities in terms of directions issued u/s. 11B of the SEBI Act.

With respect to the target company, compliance of Chp II of SEBI SAST Regulation has been made under the Regularisation scheme vide letter dated 19.12.2002 for the period from 1997

The actual date of compliance under Regulation 8(2) is as given hereunder for all the promoters/vendors:

6. BOARD OF DIRECTORS

The composition of Board of Directors as on the date of Public Announcement is as follows:

There has been no merger / demerger / spin off relating to the company during last 3 years.

Due Date Actual Date30.04.2003 25.04.2003

Due Date Actual Date21.04.98 04.04.9821.04.99 08.04.9921.04.00 15.04.0021.04.01 12.04.0121.04.02 10.04.0221.04.03 16.04.03

Name Residential Address Mr. Yashveer Barmanand Bindal

50-51, Manishpuri, Indore, M.P. – 452001

Mr. Alkesh Bothra 105, Urvashi Complex, 3, Jaora Compound, Indore, M.P. – 452001

Mr.Mukesh Pandya

206 – A, Chaitanya complex, Kachhi Mohalla, Indore, M.P. – 452003

7. FINANCIAL HIGHLIGHTS

(i) Profit & Loss Statement (Audited):-

(Rs in lacs)

(ii) Balance Sheet Statement(Audited) : (Rs in lacs)

PARTICULARS YEAR ENDED 31/03/2002

YEAR ENDED 31/03/2001


Total Income 8.18 18.43 19.14Total Expenditure 9.44 12.76 8.70PBDIT (1.02) 5.67 10.44Depreciation 2.37 2.31 0.85Interest 0.05 0.04 0.02Profit before Tax (3.44) 3.32 9.57Provision for taxation -- -- 1.05Add: Excess Prov. of earlier year

-- -- --

Prior Period Adjustments -- -- -- Profit After Tax (3.44) 3.32 8.52Appropriations:

Proposed Interim Dividend -- -- -- Corporate Dividend Tax -- -- -- Transfer to General Reserve -- -- --




Source of Funds :-

Paid up Share Capital 500.14 500.14 500.14Less: Calls in Arrear 154.85 184.85 185.90Revaluation Reserve -- -- -- Net Worth (excluding revaluation reserve)

345.30 315.30 314.25

Loans and advances 1.19 -- -- TOTAL 346.49 315.30 314.25Uses of Funds :-

Net Fixed Assets 20.08 22.69 24.42Investments 281.34 221.34 221.42Net Current Assets 34.51 62.75 55.16Misc. Expend not W/O 5.46 6.86 8.27Debit balance in P & L a/c 5.10 1.66 4.98TOTAL 346.49 315.30 314.25

(iii) Certfied Financial data of the company for the 12 months period ended 31.03.03 is as under :

(i) Profit and loss account

(Rs. In lacs)

(ii) Balance Sheet Statement :

(Rs in lacs)


Total Income 4.43Total Expenditure 8.44PBDIT (4.01)Depreciation 2.05Interest 0.03Profit before Tax (6.09)Provision for taxation -- Add: Excess Prov. of earlier year

--

Prior Period Adjustments -- Profit After Tax (6.09)Balance brought forward for earlier year

(5.10)

Balance carried to Balance Sheet

(11.19)


Source of Funds :-

Paid up Share Capital 500.14Less: Calls in Arrear 154.85

(iv) Other Financial Data :-

(Rs in lacs)

Revaluation Reserve -- Net Worth (excluding revaluation reserve)

345.30

Loans and advances -- TOTAL 345.30Uses of Funds :-

Net Fixed Assets 16.70Investments 281.34Net Current Assets 32.01Misc. Expend not W/O 4.06Debit balance in P & L a/c 11.19TOTAL 345.30

PARTICULARS YEAR

ENDED

31/03/02

(AUDITED)

YEAR ENDED

31/03/01

(AUDITED)

YEAR ENDED 31/03/00

(AUDITED)

Dividend (%) -- -- -- Earning Per Share (Rs) NIL 0.07 0.17Return on Net Worth (%) NIL 0.01 0.03Book Value per Share (Rs) 6.74 6.13 6.02

The shareholding Pattern of the target company based on the voting capital is as follows :

Shareholders Category

Voting Rights prior to the agreement / acquisition and

offer (A)

Voting Rights agreed to be acquired which triggered off the regulations.

(B)

Voting Rights to be acquired in open offer (assuming full acceptances). (C)

Voting Rights after the acquisition

and offer i.e.

(D)

No. % No. % No. % No. % 1 ) P r o m o t e r Group

Parties to agreement, if any

Promoters other than (a) above

Total 1(a+b)

20,07,500

--

20,07,500

70.56

--

70.56

(20,07,500)

--

(20,07,500)

(70.56)

--

(70.56)

--

--

--

--

--

--

--

--

--

--

--

--

2 ) A c q u i r e r s (including PACs)

Acquirers

b) PACs

Total 2 (a+b)

--

--

--

--

--

--

20,07,500

--

20,07,500

70.56

--

70.56

5,69,000

--

5,69,000

20.00

--

20.00

25,76,500

--

25,76,500

90.56

--

90.563 ) P a r t i e s t o agreement

other than 1(a)

and 2

--

--

--

--

--

--

--

--

4) Public (other than part ies to agreement, acquirers& PACs)

’s / MF’s / s / B a n k s , s

0

0

--

--

--

--

--

--

* Since the exact number of fully paid up shares and the partly paid up shares remaining with the public, post offer cannot be determined, the percentage of voting capital has not been mentioned.

b. Others

i) Fully paid

ii) Partly paid

Total 4 (a+b)

8,37,500

21,56,400

29,93,900

29.44

--

29.44

--

--

--

--

--

--

}(5,69,000)

}

(5,69,000)

}(20.00)

}

}(20.00)

}24,24,900

}

24,24,900

}*

}

}*

Total (1+2+3+4) 50,01,400 100.00 -- -- -- -- 50,01,400 100.00

The shareholding Pattern of the target company based on the share capital is as follows :

Shareholders Category

Share Capital prior to the agreement / acquisition and

offer (A)

Share Capital agreed to be acquired which triggered off the regulations.

(B)

Share Capital to be acquired in open offer (assuming full acceptances). (C)

Share Capital after the acquisition

and offer i.e.

(D)No. % No. % No. % No. %

1 ) P r o m o t e r Group

Parties to agreement, if any

Promoters other than (a) above

Total 1(a+b)

20,07,500

--

20,07,500

40.14

--

40.14

(20,07,500)

--

(20,07,500)

(40.14)

--

(40.14)

--

--

--

--

--

--

--

--

--

--

--

--

2 ) A c q u i r e r s (including PACs)

Acquirers

b) PACs

Total 2 (a+b)

--

--

--

--

--

--

20,07,500

--

20,07,500

40.14

--

40.14

5,69,000

--

5,69,000

11.38

--

11.38

25,76,500

--

25,76,500

51.52

--

51.523 ) P a r t i e s t o agreement

other than 1(a)

and 2

--

--

--

--

--

--

--

--

4) Public (other than par t ies to agreement, acquirers& PACs)

’s / M F’s / s / B a n k s , s

0

0

--

--

--

--

--

--

* Since the exact number of fully paid up shares and the partly paid up shares remaining with the public, post offer cannot be determined, the percentage of share capital has not been mentioned.

The Acquirers (including PACs) have not acquired any shares of the target company after the Public Announcement till the date of Letter of offer. The Target Company is not a sick Industrial company within the meaning of clause (o) of Subnumber of shareholders is 2726.

b. Others

i) Fully paid

ii) Partly paid

Total 4 (a+b)

8,37,500

21,56,400

29,93,900

16.75

43.11

59.86

--

--

--

--

--

--

}(5,69,000)

}

(5,69,000)

}(11.38)

}

}(11.38)

}24,24,900

}

24,24,900

}*

}

48.48

Total (1+2+3+4) 50,01,400 100.00 -- -- -- -- 50,01,400 100.00

7. OFFER PRICE AND FINANCIAL ARRANGEMENTS

7.1. JUSTIFICATION OF OFFER PRICE

1. The equity shares of the Target Company are listed on the Stock Exchanges at Calcutta, Madhya Pradesh and Mumbai.

2. The shares of the company are infrequently traded in terms of Explanation (i) to Regulation 20(5) of the Regulations. The number of shares traded on the Mumbai Stock Exchange during the preceding 6 calendar months prior to the month in which the public announcement was made is less than 5 % of the voting capital of the company. There was no trading in the shares of the company on the Calcutta and Madhya Pradesh Stock Exchange during the past 6 months prior to the month in which the public announcement was made. The shares were last traded on the Stock Exchange at Mumbai on May 26, 2003 at Rs. 6.75 and the number of share traded was 1.

3. The details of shares traded during the 6 calendar months prior to the month in which PA was made is as under :

4. The shares of the company are infrequently traded. The offer price has been arrived at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into account the following:

(a) The negotiated price under the agreement which in this case is Rs. 1 per share for fully paid shares (Regulation 20(5)(a))

(b) The Acquirers have not acquired any Equity shares of the target company during the 26 weeks prior to the date of the Public Announcement including by way of allotment in a public or rights or preferential issue.

(c) Other Parameters as on 31.03.2002 such as Book Value of Rs. 6.74, EPS being NIL and Return on Net worth being NIL.

5. There is no non-compete agreement.

6. In view of the above, the Offer Price payable under this Offer is in compliance with the Takeover Regulations. All other parameters suggest that the price of Rs. 10.00 per equity share for fully paid shares and Rs. 2.50 per partly paid shares is just and reasonable in terms of the regulation 20(11) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The offer price of Rs. 2.50 per share for partly paid up share is justified in terms of Regulation 20(10) of the Regulation.

NAME OF THE STOCK EXCHANGES

TOTAL NO. OF SHARES TRADED DURING THE 6 CALENDAR MONTHS PRIOR TO THE MONTH IN WHICH PA WAS MADE

TOTAL NO. OF LISTED SHARES

ANNUALIZED TRADING TURNOVER ( IN TERMS OF % TO TOTAL LISTED SHARES )

BSE 1 50,01,400 NegligibleMPSE Nil 50,01,400 0.00CSE Nil 50,01,400 0.00

7. The offer price shall not be less than the highest price paid by the Acquirers (including PACs) for any acquisition of the shares of the Target Company from the date of PA up to 7 working days prior to the closure of the offer (i.e. upto October 16, 2003)

7.2 FINANCIAL ARRANGEMENTS

1. The maximum purchase consideration payable by the Acquirers in the case of full acceptance of the offer is Rs. 56.90 lacs. It is proposed to pay Rs.10/- per share for fully paid shares and Rs.2.50/

2. The Acquirers have deposited with the Manager to the Offer, 115,000 shares of M/s. K Sera Sera Productions Ltd. having market value of Rs. 50.75 per share ( as on 21the total consideration payable, with a margin of over 300% . The percentage of margin has been calculated by dividing the excess of the funds (i.e. value of shares) placed in the escrow account by the total funds to be placed in the escrow account.(25% of the total consideration payable).shares of K Sera Sera is Rs. 10. The shares deposited in the Escrow account are not infrequently traded as per explanation (i) to Regulation 20 (5) of the Regulations i.e. the annualized trading turnover in the shares of M/s. K Sera Sera Productions Ltd. during the preceding 6 calendar months i.e. January 2003 to June 2003 is5 % of the total listed shares. The Acquirers have also empowered the Manager to the Offer to realize the value of such securities by sale or otherwise as per Regulation 28(7) of the Regulations.terms of Reg. 28(7). The deposit of shares of K Sera Sera Productions Ltd. in the Escrow Account is in compliance with the Regulation 28(4)(c) of the Regulations. The Acquirers have also deposited an amount of Rs.payable. The Merchant Banker has been empowered to operate the Escrow account in accordance with the Regulations 28 (10).

3. The Acquirers (including PACs) have made arrangement towards firm financial resources to fulfil the obligations under the open offer. The sources of funds shall be through internal resources of the Acquirers (including PACs).and no foreign funds will be utilised..

4. The Chartered Accountants, M/s. Tiwari Samani & Associates, (membership no. of Mr. K. R. Tiwari – Partner is 43003), having their office at A/403, Navyug CHS Ltd. Aarey Road, Aarey Check Naka Signal, Goregaon (E), Mumbai that sufficient resources are available to allow the Acquirers to fulfill its obligations under the offer.

5. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer in accordance with the Regulations. The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfil offer obligations.

8. TERMS AND CONDITIONS OF THE OFFER

A. Eligibility for accepting the offer

1. This offer is made to all the fully paid and partly paid equity shareholders (except Acquirers (including PACs) and the parties to the agreement ) whose names appear in the register of shareholders on August 27, 2003 (the Specified Date) and also to those persons who own the shares any time prior to the closure of the offer, but are not the registered shareholder(s) and to the beneficial owners of the shares of MCL whose names appear on the beneficial records of the respective depositories at the close of the business on August 27, 2003 (the Specified Date).

2. The Acquirers will acquire for cash, Equity Shares of the Target Company to the extent of valid acceptances received under this offer.

3. The instructions, authorisations and provisions contained in the Form of Acceptance cum Acknowledgement constitute part of the terms of the offer.

4. In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer, on a plain paper stating the Name, Address, No. ofclose of the Offer, i.e. October 24, 2003. Accidental omission to dispatch this document to any person to whom this offer is made or non-receipt of this offer shall not invalidate the offer in any way.

5. Acquirers are confident of completing all the formalities pertaining to the Acquisition of the said shares, within 30 days from the date of closure of this offer.

6. Each Shareholder of MCL to whom this offer is being made, is free to offer his shareholding in whole or in part while accepting this offer.

7. Subject to the conditions governing this offer as mentioned in this offer document, the acceptance of this offer by the shareholder(s) must be absolute and unqualified. Any acceptance to the offer, which is conditional or incomplete, is liable to be rejected without assigning any reason whatsoever.

8. The Acquirers including PACs would be responsible for ensuring compliance with the regulations.

9. The minimum market lot of the company is one share

B. Locked in Shares

1. The offer shall also be applicable to shares under lock-in if any. The acquisition of shares subject to lock in is subject to the continuation of the residual lock in period in the hands of the Acquirers (including PACs). There shall be no discrimination in the acceptances of shares subject to lock in and those not subject to lock in. There is no separate approval required for this purpose.

C. Statutory approvals

1. To the knowledge of the Acquirers (including PACs), no statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals.Acquirers (including PACs) will not proceed with the Offer.

2. In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant extension of time to Acquirers (including PACs) for payment of consideration to the shareholders subject to Acquirers (including PACs) agreeing to pay interest as directed by SEBI under Regulation 22(12).default of the Acquirers (including PACs) in obtaining the requisite approvals, Regulation 22(13) will become applicable.

9. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

1. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of MCL (except the Acquirers (including PACs) and parties to the agreement) whose names appear on the Register of Members of MCL and also to those persons who own the shares any time prior to the closure of the offer, but are not the registered shareholder(s) and to the beneficial owners of the shares of MCL whose names appear on the beneficial records of the respective depositories at the close of the business on August 27, 2003 (the Specified Date).

2. Shareholders who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement duly completed and signed by all the shareholders, Original Share Certificate (s) and Transfer Deed (s) duly signed in case of Joint Holdings in the same order as per the specimen signatures lodged with MCL and witnessed (if possible by a Notary Public or Bank Manager or Member of Stock Exchange with membership number) to the Registrar to the Offer—Bigshare Services Pvt. Ltd., either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e.instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. In case the shares stand in the name of a sole shareholder who is deceased, notarised copy of the legal representative obtained from a competent court.

3. The Registrar to the Offer has opened a Special Depository Account with IDBI Bank Limited. Beneficial Owners and Shareholders holding shares in the dematerialised form, will be required to send their Form of Acceptance cum Acknowledgement to the Registrar to the Offer either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e. October 24, 2003, along with photocopy of the delivery instructions in " Off Market" mode or counterfoil of the delivery instruction in "Off Market" mode, duly acknowledged by the Depository Participant ("DP"), Bigshare Services Pvt. Ltd. Escrow A/c Offer of M/s. Millennium Cybertech Limited, filled in as per the instructions given below :-

DP Name : IDBI BANK LIMITED

Client ID No. : 11274772

DP ID No. : IN300450

The address of the collection centre of the Registrar, for the purpose of the offer is as follows: -

4. All owners of shares, registered or unregistered (except the Acquirers (including PACs) and parties to the agreement), and the beneficial owners of the shares of MCL who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares Offered, Distinctive Numbers, Folio No., together with the Original Share Certificate(s), valid transfer deed(s) and a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

5. The Registrar to the Offer will hold in trust the shares/ share certificates, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of MCL who have accepted the offer, until the cheques / drafts for the consideration and/ or the unaccepted shares/ share certificates are dispatched/ returned.

6. Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post at the shareholders/ unregistered owners sole risk to the sole/ first shareholder. Shareholders whose shares are held in dematerialised form to the extent not accepted will be intimated by post for the non

Name & Address Mode of Delivery Business HoursBigshare Services Pvt. Ltd.


Sakivihar Road, SakiNaka, Andheri (E),

Mumbai – 400 072

Tel : 022 2852 3574 / 2856 0652

Fax : 022 2852 5207

e-mail : [email protected]

Contact Person : Mr. Verghese

Registered Post and / or Hand delivery

Monday to Friday

11.00 a .m. to 4.00 p.m. (excluding Bank Holidays)

Saturday

11.00 a.m. to 2.30 p.m.


7. In case the shares tendered in the open offer are more than the shares agreed to be acquired by the acquirers, the acquirers shall accept all valid applications received from the shareholders of the company on a (i) Firm basis from the fully paid shareholders and (ii) Proportionate basis form the partly paid shareholders ensuring that it does not result in odd lots.

8. The shareholders desirous of withdrawing their acceptances tendered in the offer can do so up to three working days prior to the date of the closure of the offer, i.e. on or before October 24, 2003, in terms of Regulation 22(5A).

9. The withdrawal option can be exercised by submitting the Form of withdrawal so as to reach the Manager to the offer before October 21, 2003. In case of non receipt of the form of withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details:

i. In case of physical shares: Name, address, distinctive numbers, folio nos., number of shares tendered / withdrawn.

ii. In case of dematerialised shares: Name, address, number of shares tendered/withdrawn, DP name, DP ID, Beneficiary account no. and a photocopy for delivery instruction in account.

10. Shares, if any, that are the subject matter of litigation wherein the shareholder(s) may be precluded from transferring 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. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end.

11. Shareholders who have sent their shares for demat need to ensure that the process of getting shares demated is completed well in time so that the credit in the Escrow Account should be received on

NO DOCUMENT SHOULD BE SENT TO THE ACQUIRERS (INCLUDING PACS) OR TO THE MANAGER TO THE OFFER.

The shareholders also have an option to download the form of acceptance from SEBI’s website (www.sebi.gov.in) and apply in the same.

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the Registered office of M/s. Cornhill Trading Company Pvt. Ltd. having its office at - 91 B, Empire Building, Cumballa Hill, Kemps Corner,the Offer Period.

1. Memorandum of Association & Articles of Association (including Certificate of Incorporation) of M/s. MCL, CTC, STC and RGV.

2. Copy of the Public Announcement.

3. Copies of Audited Annual Reports of MCL as at 31.03.2000, 31.03.2001, 31.03.2002 and the certified unaudited results for the year period ended 31.03.03.

4. Copies of certificate from a Chartered Accountant, M/s. Tiwari Samani & Associates, dated July 16, 2003 certifying the adequacy of financial resources of the Acquirers to fulfill the offer obligations and the networth of the Acquirers.

5. Copies of certificate from Chartered Accountant – M/s. Vidya & Co. (membership no. of Mr. Amit Nagar – 56156)and M/s. Tiwari Samani & Associates. (membership no. of Mr. K. R. Tiwari


6. A letter from Ratnakar Bank Ltd.- Fort Branch confirming the amount kept in the Escrow account and a lien in favor of the Merchant Banker i.e. Aryaman Financial Services Ltd.

7. A copy of the agreement dated July 28, 2003 that triggered off the open offer.

8. Copy of the agreement dated June 18, 2003 entered into by Bigshare Services Pvt. Ltd with IDBI Bank Limited for opening a special depository account for the purpose of the offer.

9. List of directors of Acquirers companies (including PACs) along with their residential addresses.

10. Copy of SEBI letter DRC/AG/16625/03 dated September 3, 2003.

11. DECLARATION

1. The Acquirers (including PACs) having made all reasonable inquiries, accept responsibility for, and confirm that this letter of offer contains all information with regard to the offer, which is material in the context of the issue, that the information contained in this letter of offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

2. Each of the Acquirer (including PACs) would be severally and jointly responsible for ensuring compliance with the Regulations.

3. We hereby declare and confirm that all the relevant provisions of Companies Act, 1956 and all the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 have been complied with and no statements in the offer document is contrary to the provisions of Companies Act, 1956 and SEBI Substantial Acquisition of Shares and Takeover) Regulations 1997.

Signed by

Mr. P. Chandra Shekar (Authorised vide board resolution dated May 21, 2003) on behalf of himself and the Board of Directors of RGV (Acquirer)

sd/-

Mr. P. Ram Gopal Varma

sd/-

Mr. M. Madhu Mantena (Authorised vide board resolution dated May 21, 2003) on behalf of himself and the Board of Directors of STC (Acquirer)

sd/-

Mr. Suman Varma

sd/-

Mr. V. Seetharaman (Authorised vide board resolution dated May 17, 2003) on behalf of himself and the Board of Directors of CTC (Acquirer)

sd/-

Mr. Vijay Rank

sd/-

Date: 09.09.03

Place: Mumbai

Enclosures: (1) Form of Acceptance cum Acknowledgement

(2) Form of Withdrawal

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form with enclosures to the Manager to the Offer at their address given overleaf)

FORM OF ACCEPTANCE- CUM -ACKNOWLEDGEMENT

From :-

Folio No.: Sr.No.: No of Shares Held

Tel No: Fax No: E-Mail:

To:




Andheri (E),

Mumbai – 400 072

Sub.: Open offer for purchase of 5,69,000 equity shares of MCL representing 20% of the equity share capital at a price of Rs. 10.00 per share for fully paid up shares and Rs.2.50 per share for party paid up equity share by Cornhill Trading Company Pvt. Ltd., Stardom Trading Company Pvt. Ltd. and RGV Productions Pvt. Ltd.

Dear Sir,

I/We refer to the Letter of Offer dated 09.09.03 for acquiring the equity shares held by me/us in MCL.

OFFER OPENS ON : 25 / 09 / 2003OFFER CLOSES ON: 24 / 10 / 2003

I/We, the undersigned, have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

FOR SHARES HELD IN PHYSICAL FORM :

I/We accept the Offer and enclose the original share certificate (s) and duly signed transfer deed (s) in respect of my/our shares as detailed below:

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

I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by the Registrar to the Offer until the time the Acquirers (including PACs) pays the purchase consideration as mentioned in the Letter of Offer.the purchase consideration only after verification of the documents and signatures.

FOR SHARES HELD IN DEMAT FORM:

I/We hold shares in demat form and accept the Offer and enclose photocopy of the Delivery instruction duly acknowledged by DP in respect of my equity shares as detailed below:

a. I/We have done an off market transaction for crediting the shares to the Escrow Account named Bigshare Services Pvt. Ltd. Escrow A/c Offer of Millennium Cybertech Ltd., filled in as per the instructions given below :


Sr. No. Certificate Distinctive Nos No of SharesFrom To

Total number of equity shares.

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



Share holders having their beneficiary account with CDSL have to use inter-depository slip for purpose of crediting their shares in favour of the special depository account with NSDL.

I/We note and understand that the Shares would lie in the Escrow Account until the time the Acquirers (including PACs) makes payment of purchase consideration as mentioned in the Letter of Offer.

I/We confirm that the equity shares of MCL which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We authorize the Acquirers (including PACs) to accept the shares so offered which it may decide to accept in consultation with the Registrar to the Offer and in terms of the Letter of Offer and I/We further authorize the Acquirers (including PACs) to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof.

I/We authorize the Acquirers (including PACs) or the Registrar to the Offer to send by registered post (under UCP if less than Rs. 1,500/-) the draft/cheque in settlement of the amount to the sole/first holder at the address mentioned below:

Yours faithfully,

Signed and Delivered:

Note : In case of joint holdings, all holders must sign. A corporation must affix its common seal.

Address of First/Sole Shareholder ____________________________________________________________________________________

___________________________________________________________________________________________________________________________________

FULL NAME(S) SIGNATURE(S)First / Sole Shareholder

Second Shareholder

Third Shareholder

Place : Date:

So as to avoid fraudulent encashment in transit, shareholder(s) may provide details of bank account of the first / sole shareholder and the consideration cheque or demand draft will be drawn accordingly.

Business Hours : Mondays to Friday : 11.00 a.m. to 4.00 p.m.

Holidays : Saturdays, Sundays and Bank Holidays

All queries in this regard to be addressed to the Registrar to the Offer at the following address quoting your Folio No.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Tear along this line - - - - - - -

Folio No. \ DP ID Client ID.: Serial No. Acknowledgement Slip

Name of the Bank ___________________________________________ Branch _______________

Account Number ____________________________________________ Savings/Current/Others

(Please Specify)________________________

Receivedfrom Mr./Ms. ______________________________________________

Address________________________________________________________

Number of certificate(s) enclosed ______ Certificate Number(s) ______________

Signature of Official

and Date of Receipt

Stamp of

Registrar t o t h e Offer

Total number of share(s) enclosed ________________________________

Note : All future correspondence, if any should be addressed to Registrar to the Offer at the address mentioned behind in this form. The documents referred to above should be sent to any of the collection centres mentioned overleaf.

FORM OF WITHDRAWAL

From:

To,




You have an ‘OPTION TO WITHDRAW’

the acceptance tendered in response to this offer any time upto three working days prior to the date of closure of offer i.e. on or

before October 21st 2003. In case you wish to withdraw your acceptance please use this form.

OFFER SCHEDULE

OFFER OPENS ON : September 25, 2003

LAST DATE OF

WITHDRAWAL : October 21, 2003

OFFER CLOSES ON : October 24, 2003

Tel No. Fax No.:

E-mail:

Andheri (E),

Mumbai – 400 072

Sub.: Open offer for purchase of 5,69,000 equity shares of MCL representing 20% of the equity share capital at a price of Rs. 10.00 per share for fully paid up shares and Rs.2.50 per share for party paid up equity share by Cornhill Trading Company Pvt. Ltd., Stardom Trading Company Pvt. Ltd. and RGV Productions Pvt. Ltd.

Dear Sir,

I/We refer to the Letter of Offer dated 09.09.03 for acquiring the equity shares held by me/us in Millennium Cybertech Ltd.

I/We, the undersigned, have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

I/We wish to withdraw our acceptance tendered in response to the said offer. We had deposited/sent our ‘Form of Acceptance’ to you on __________ alongwith original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below:

(Please enclose the Xerox copy of Acknowledgement received for ‘Form of Acceptance’)

I/We note and understand the terms of withdrawal of acceptance and request you to return the original share certificate(s) and valid share transfer deed will be held in trust for me/us by you and

FOR SHARES HELD IN DEMAT FORM :

I/We wish to withdraw our acceptance tendered in response to the said offer. I/We had done an off market transaction for crediting the shares of the Escrow Account named Bigshare Services Pvt. Ltd. Escrow A/c Offer of Millennium Cybertech Ltd., filled in as per the instructions given below :


Sr. No.

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

From To Total number of equity shares



You are requested to recredit the shares back to my/our demat account as detailed herein under.

I/We authorise the Acquirers to reject the shares so offered which it may decide in consultation with Manager to the Offer and in terms of the Letter of Offer.

Yours faithfully,

Signed

Address of First/Sole Shareholder ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Place: Date:

Note: Incase of joint holdings, all holders must sign. A corporation must affix its common seal.

-------------------------------------------------------TEAR HERE------------------------------------------

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

FULL NAME(S) SIGNATURE(S)

First/Sole Shareholder

Second Shareholder

Third Shareholder

Folio No.\DP ID Client ID.:

Serial No.: (Acknowledgement Slip)

. R e c e i v e d f r o m Mr./Ms.

Signature of Official

a n d D a t e of Receipt

Stamp of

Registrar t o t h e Offer

Address ____________________________________________________

Form of withdrawal in respect of __________ Number of Share

Certificates representing _________ number of shares.

LETTER OF OFFER This Document is Important and requires your … · 2018-08-16 · LETTER OF OFFER...

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Transcript of LETTER OF OFFER This Document is Important and requires your … · 2018-08-16 · LETTER OF OFFER...