49
5)
Our Company has not issued or allotted any Equity Shares in terms of Scheme of Arrangement under
Section 391-394 of the Companies Act, 1956.
6)
Our Company has not issued any bonus shares out of revaluation reserve at any point of time.
7)
Our Company has not issued any Equity Shares under Employees Stock Option Scheme or Employees
Stock Option Plan at any point of time.
8)
There are no outstanding warrants convertible into Equity Shares as on the date of this Draft Letter of Offer.
9)
The Equity Shares of Our Company are fully paid up and there are no partly paid up Equity Shares as on the
date of this Draft Letter of Offer.
10)
The Equity Shares to be issued by Our Company through this Issue would be Partly Paid up at the time of
the Issue and balance to be paid at the time of final call.
11)
If the Investor fails to pay the money at the time of final call after notice has been sent by Our Company,
then any of our Rights Equity Shares in respect of which such notice has been given may, at any time
thereafter, before payment of the final call money and interest and expenses due in respect thereof, be
forfeited by a resolution of our Board to that effect. Such forfeiture shall include all dividends declared in
respect of such forfeited Rights Equity Shares and actually paid before such forfeiture.
12)
Our Company has not issued any Equity Shares at a price lower than the Issue price during the preceding
one year from the date of this Draft Letter of Offer.
13)
Our Company presently does not have any intention or proposal to alter its Capital Structure within a period
of six months from the date of opening of the issue, by way of split/consolidation of the denominations of
Equity Shares or further Issue of Equity Shares whether preferential or otherwise, except reissue of forfeited
shares. We have not issued any shares during last one year.
14)
The present Issue being a Rights Issue, as per regulation 34(c) of the SEBI (ICDR) Regulations, the
requirement of promoters contribution and lock-in are not applicable.
15)
Build-up of Promoter Shareholding
Name of
Promoter
Date on
Which
Equity
Shares were
allotted /
acquired
and made
fully paid
up.
No. of
Equity
shares
Acquired
Total No.
of Equity
Shares
Face
Value
(Rs.)
Issue
Price /
Acqui-
sition
Price
(Rs.)
Nature of
Payment of
Consideration
(Bonus, Rights
etc.)
% Pre-
Issue
Equity
Paid Up
Share
Capital
(%)
Post
Issue No.
of Equity
Shares
% of Post
Issue
Equity
Paid Up
Share
Capital
(Note-1)
November
14, 2009 (By
SPA-
Definitive
Basis)
7,09,780
November
14, 2009 (By
SPA-
Optional
Basis)
2,18,775
Mr.
Deepak
Chheda
November
14, 2009 (By
Open Offer)
796
9,29,351
10
3.00
Cash
28.61
15,48,918
28.61
Mr.
Harish
November
14, 2009 (By
2,64,550
3,09,784
10
3.00
Cash
9.54
5,16,307
9.54
50
Name of
Promoter
Date on
Which
Equity
Shares were
allotted /
acquired
and made
fully paid
up.
No. of
Equity
shares
Acquired
Total No.
of Equity
Shares
Face
Value
(Rs.)
Issue
Price /
Acqui-
sition
Price
(Rs.)
Nature of
Payment of
Consideration
(Bonus, Rights
etc.)
% Pre-
Issue
Equity
Paid Up
Share
Capital
(%)
Post
Issue No.
of Equity
Shares
% of Post
Issue
Equity
Paid Up
Share
Capital
(Note-1)
SPA-
Definitive
Basis)
November
14, 2009 (By
SPA-
Optional
Basis)
44,937
Nisar
November
14, 2009 (By
Open Offer)
297
November
14, 2009 (By
SPA-
Definitive
Basis)
2,64,005
November
14, 2009 (By
SPA-
Optional
Basis)
45,483
Mr.
Rohit
Dedhia
November
14, 2009 (By
Open Offer)
296
3,09,784
10
3.00
Cash
9.54
5,16,307
9.54
November
14, 2009 (By
SPA-
Definitive
Basis)
5,44,350
November
14, 2009 (By
SPA-
Optional
Basis)
42,560
Mr.
Shailesh
Shah
November
14, 2009 (By
Open Offer)
611
5,87,521
10
3.00
Cash
18.09
9,79,202
18.09
Total
21,36,440
65.78%
35,60,734
65.78%
Equity Shares Acquired by our Promoters on Definitive and Optional basis under Share Purchase
Agreement dated August 7, 2009
On August 7, 2009, Mr. Deepak Chheda, Mr. Harish Nisar, Mr. Rohit Dedhia and Mr. Shailesh Shah
(hereinafter referred to as “the Promoters”) entered into a Share Purchase Agreement with the Erstwhile
Promoters to acquire on a definitive basis 17,82,685 fully paid up equity shares of Rs. 10/- each
representing, 54.89% of total paid up equity share capital and of voting capital of the Company at a
price of Rs. 3/- (Rupees three only) per fully paid equity share payable in cash from the existing
shareholders of the promoters group. Depending upon the response received in the Open Offer, the
Acquirers have also agreed to acquire on a proportionate basis such number of the Optional Shares or
entire 3,51,755, equity shares of Rs. 10/- each (hereinafter referred to as “Optional Shares”)
representing 10.83% of total paid up equity share capital at a price of Rs. 3/- (Rupees three Only) held
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