Draft Letter of Offer - TakeoverCode.com

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Sr. No. Name of Director Designatio n Residential Address 14 Date of Appointme nt Qualific ation DIN No. Experience in years 5.11 The Shareholding pattern of the SCIL, as on the date of PA is as follows: 395001, Gujarat, India Audit and Tax matters Shareholder Category Number Of Equity Shares Of The Target Company Percentage of Equity Share Capital (%) Promoter 8,75,021 74.59 Public 2,98,079 25.41 Total 11,73,100 100.00 5.12 There has been Amalgamation between Paami Textiles & Investment Limited with SCIL and the petition was filed with the High court of Gujarat at Ahmedabad vide petition no. 131 of 2008 and for this the Order was passed by the High court on 14 th October 2008 and SCIL filed the return of allotment with the ROC on 05/02/2009 and further there has been no de-merger, spin-off during the past three years in SCIL. There are no pending litigations against SCIL. 5.13 Audited financial information of SCIL for the financial year ended on March 31, 2009, 2010, 2011 and audited financial information for the quarter ended 30 th September, 2011 is given below: (Rs. in Lacs) Profit & Loss Statement Year Ended 31.03.2009 (Audited) Year Ended 31.03.2010 (Audited) Year Ended 31.03.2011 (Audited) Quarter Ended 30.09.2011 (Audited) Income from Operations 3.78 449.76 125.50 69.39 Other Income - - - - Total Income 3.78 449.76 125.50 69.39 Total Expenditure (Excl Depreciation 4.25 27.33 17.41 13.28 and Interest) Profit (Loss) before Depreciation, (0.47) 422.43 108.08 56.11 Interest and Tax Depreciation 0.88 3.10 0.82 - Interest - - - - Profit / (Loss) before Tax (1.35) 419.33 107.26 56.11 Provision for Tax (including prior 8.15 67.72 13.25 0.44 period taxes) Deferred Tax - (64.65) - - Profit /(Loss) after Tax (9.50) 416.26 94.01 55.67 (Rs. in Lacs) Balance Sheet Statement Year Ended 31.03.2009 (Audited) Year Ended 31.03.2010 (Audited) Year Ended 31.03.2011 (Audited) Quarter Ended 30.09.2011 (Audited) Sources of Funds Paid up Share Capital 117.31 117.31 117.31 117.31 Reserves & Surplus (Excluding 876.65 1292.91 1386.92 1442.59 Revaluation Reserve) Secured Loan - - - - Unsecured Loan - - - - Current Liabilities 2.86 68.06 62.10 38.32 Deferred Tax Liability - - - - TOTAL 996.83 1478.28 1566.33 1598.22 Uses of Funds Net Fixed Assets 37.99 34.89 24.91 24.91 Deferred Tax Asset (net) 0.53 65.18 - - Investments 950.65 1302.39 1430.93 1481.17 Current Assets, Loans and Advances 7.66 75.82 110.49 92.14 Miscellaneous Expenses not written - - - - off/ Preliminary Expenses Profit & Loss A/c (Dr. Bal) - - - - TOTAL 996.83 1478.28 1566.33 1598.22 Other Financial Data Year Ended 31.03.2009 (Audited) Year Ended 31.03.2010 (Audited) Year Ended 31.03.2011 (Audited) Quarter Ended 30.09.2011 (Audited) Net Worth (Rs.) 993.43 1345.04 1433.90 1489.57 Dividend (%) - - - - Earning Per Share (Rs.) - 35.48 8.01 4.75 Return on Networth (%) (0.96) 26.14 6.55 3.73 Book Value Per Share 84.68 114.65 122.23 126.98
15 There is no contingent liabilities for the year ended 31 st March, 2011 as well as on the date of this Letter of Offer. Reason for fall/rise in total income and profit after tax are as follows: FY 2008-09 Compared to 2009-2010 In the fiscal 2009, the total income of Rs. 3.78 lacs earned by the company attributes dividend income, profit on sale of mutual fund whereas in fiscal 2010 the rise in total income to Rs. 449.76 Lacs attributes mainly due to sale of shares and mutual fund , dividend income and other miscellaneous income. Consequently the company has made a huge profit of Rs. 416.26 lacs for 2010. FY 2009-2010 Compared to 2010-2011 In the fiscal 2010, the total income of Rs. 449.76 Lacs attributes mainly due to sale of shares and mutual fund, dividend income and other miscellaneous income whereas in the fiscal 2011 there is a fall of 27.90% i.e the total income is Rs. 125.50 lacs, the fall is mainly due to the nil earnings by sale of shares and decreased earnings in sale of mutual fund. Consequently the profit after tax has decreased from Rs. 416.26 lacs for 2010 to Rs. 94.01 lacs for 2011 5.14 Pre- and Post-Offer shareholding pattern of the SCIL is as per the following table: Sr. No. Shareholder category Shareholding & voting rights prior to the agreement/acquisition Shares/voting rights acquired which triggered off the Shares/Voting rights to be acquired in the open offer (assuming Shareholding/voting rights after the acquisition and Offer and offer (A) Regulations (B) full acceptance) (C) No. % No. % No. % No. % 1. Promoter Group a. Parties to 6,40,400 54.59 (6,40,400) 1 (54.59) Nil Nil Nil Nil agreement b. Promoters other 2,34,621 20.00 Nil Nil Nil Nil Nil Nil than (a) above Total 1 (a+b) 8,75,021 74.59 Nil Nil Nil Nil Nil Nil 2. Acquirer a. Mahadhan Nil Nil 5,80,300 49.44 3,05,006 26.00 9,45,406 80.59 Vincom Private Limited b. Mr. Bishnu Dutt Goenka C. Mrs. Bina Agarwal d. Mr. Santosh Sharma Nil Nil Nil Nil Nil Nil 28,000 26,400 6,000 2.39 2.25 0.51 Total Nil Nil 6,40,400 54.59 3,05,006 26.00 9,45,406 80.59 3. Public (other than Parties to agreement Acquirer & PAC’s) (3,05,006) (26.00) 2,27,694 19.41 a. FIs/MFs/FIIs/ Bank Central Bank of India Nil Nil Nil Nil b. Others 2,98,079 25.41 Nil Nil Total no. of shareholders i.e 252 in “Public Category” 3(a+b) 2,98,079 25.41 Nil Nil Total 11,73,100 100.00 6,40,400 54.59 Nil Nil 11,73,100 100.00 Notes: 1 The data within bracket indicates sale of Equity Shares. 2 Ms Rajita R Shah and Ms Archita R Shah, Promoters of target company who collectively hold 18600 shares is not forming part of the SPA can participate in the Open offer.
Page 1 and 2: DRAFT LETTER OF OFFER THIS DOCUMENT
Page 3 and 4: 3 3) Shareholders should note that
Page 5 and 6: 27. Promoter/ Promoter Group Mr. Pr
Page 7 and 8: 7 • In consideration of the purch
Page 9 and 10: 9 4.8 The board of directors of MVP
Page 11 and 12: 11 4.25 Mr. Bishnu Dutt Goenka is n
Page 13: 13 5.5 The current capital structur
Page 17 and 18: 17 made. The Equity Shares of SCIL
Page 19 and 20: Address of Collection Centre MCS LT
Page 21 and 22: 9 DOCUMENTS FOR INSPECTION 21 The f
Page 23 and 24: 23 THIS DOCUMENT IS IMPORTANT AND R
Page 25 and 26: Signed and Delivered: 25 PARTICULAR

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