LETTER OF OFFER - sebi.gov.in · John Fowler (India) Ltd., please hand over this Letter Of Offer...

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LETTER OF OFFER“THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.”

This Letter of Offer is sent to you as shareholder of John Fowler (India) Ltd. If you require any clarifications about the action to be taken,you may consult your stock broker or investment consultant or Manager/Registrar to the Offer. In case you have recently sold your shares ofJohn Fowler (India) Ltd., please hand over this Letter Of Offer and the accompanying Form of Acceptance cum Acknowledgement, Form ofwithdrawal and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.“

CASH OFFER (“The Offer”)By

Shri R. B. BarwaleAddress: 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006. Tel No. : 22049497 Fax: 22047871

for purchase of 278220 fully paid equity shares of Rs. 10 each, representing 9.36 % of theequity capital being the balance public shareholding of

John Fowler (India) Ltd.19, Khetan Bhavan, 2nd floor, 198 J. Tata Road, Mumbai 400 020. Tel : 22850028 Fax : 22850029

at Rs. 62.50 per Equity share ( “the Offer Price”)1. This Offer is being made by Shri R. B. Barwale (“Acquirer”) in compliance with the Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeover) Regulations, 1997 and subsequent amendments thereto.(the “Regulations”).2. For the purpose of this offer, the persons belonging to the promoter group are deemed to be persons acting in concert with Shri R.

B. Barwale ( Acquirer) and the collective shareholding of the acquirer together with deemed PACs is 90.64 % of the voting capitalof the John Fowler (India) Ltd. For the details of all the persons belonging to the promoter group, please refer clause 2.1.3.

3. The Offer is not subject to any minimum level of acceptance and is not a conditional offer.4. The Acquirer will make requisite application to the Reserve Bank Of India (RBI) to obtain permission to acquire shares from Non Resident

shareholders of the Target Company , if any, after the completion of the offer period. Apart from the above, to the best of theknowledge of the Acquirer , no other statutory approvals are required , for the purpose of acquisition of shares under the open offer.No approval is required to be obtained from Bank/Financial Institution for the offer.

5. Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement/ Letterof offer, can withdraw the same upto three working days prior to the date of closure of the offer.

6. The Acquirer is permitted to revise the Offer price upward any time up to seven working days prior to the date of the closure ofthe Offer i.e. 10th January ,2003. In the event of such revision, an announcement to this effect will be made in the same newspaperswhere the original Public Announcement had appeared and the same price would be payable by the Acquirer for all the shares tenderedat any time during the offer and accepted under the offer.

7. If there is competitive bid :- The public offers under all the subsisting bids shall close on the same date.- 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 bidand tender their acceptance accordingly.

8. A copy of the Public Announcement and Letter of Offer (including Form of Acceptance cum Acknowledgement and Form of Withdrawal)is also available on SEBI’s website at www.sebi.gov .in

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

UTI BANK LIMITED INTIME SPECTRUM REGISTRY LTD.111, Maker Tower “F” 260, Shanti Industrial EstateCuffe Parade, Colaba, Mumbai 400 005 Sarojini Naidu Road, Mulund (West), Mumbai 400 080Tel : 022- 22160722 Fax No.022- 22162467 Tel : 022-25923837 Fax: 022-25672693Email: nagesh.patil@ utibank.co.in Email: [email protected] Person : Mr. Nagesh Patil Contact person: Mr. Nikunj Daftary

OFFER OPENING DATE: 23RD DECEMBER, 2002 OFFER CLOSING DATE : 21ST JANUARY, 2003

SCHEDULE OF MAJOR ACTIVITIES OF THE OFFERThe following is the Revised Activity Schedule :

Activity Dates mentioned in PA Revised Dates

Public Announcement (PA) Date 24th October ,2002 (Thursday) 24th October ,2002 (Thursday)Corrigendum Public Announcement Date — 4th December, 2002 (Wednesday)Specified Date (for the purpose of determining the names 31st October, 2002 (Thursday) 31st October, 2002 (Thursday)of Shareholders to whom the Letter of Offer would be sent)Date by which Letter of Offer to be posted to shareholders 5th December, 2002 (Thursday) 16th December, 2002 (Monday)Date of Opening of the Offer 16th December, 2002 (Monday) 23rd December, 2002 (Monday)Date of Closure of the Offer 14th January, 2003 (Tuesday) 21st January, 2003 (Tuesday)Last date for a competitive bid 14th November, 2002 (Thursday) 14th November, 2002 (Thursday)Last date for revising the Offer price 2nd January, 2003 (Thursday) 10th January, 2003 (Friday)Last date for withdrawal of shares by the shareholders who 9th January, 2003 (Thursday) 16th January, 2003 (Thursday)have submitted their shares in the offerLast Date by which acceptance / rejection under the offer would 13th February, 2003 (Thursday) 20th February, 2003 (Thursday)be intimated and the corresponding payment for the acquiredshares and/or the unaccepted shares/ share certificate will bedespatched

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TABLE OF CONTENTS

Sr. No . Subject Page No.

1 Disclaimer clause .............................................................................................................................................. 3

2 Details of the Offer ........................................................................................................................................ 3

3 Background of the Acquirer ........................................................................................................................... 4

4 Disclosures in terms of Regulation 21 (3) .................................................................................................... 16

5 Background of the Target Company ............................................................................................................. 16

6 Offer Price and Financial Arrangements ...................................................................................................... 18

7 Terms and Conditions of the Offer ............................................................................................................... 19

8 Procedure for acceptance and settlement of the Offer ............................................................................ 20

9 Documents for inspection ............................................................................................................................... 22

10 Declaration by the Acquirer ........................................................................................................................... 23

DEFINITIONS/ABBREVIATIONS

1 Target Company/ JFIL Company whose Equity Shares are proposed to be Acquired viz. John Fowler (India)Limited.

2 Acquirer Shri R.B. Barwale and the persons belonging to promoter group are persons deemedto be acting in concert with Shri. R. B. Barwale.

3 The persons belonging to promoter Shri B. R. Barwalegroup are deemed to be persons Shri R. K. Gargacting in concert (PACs) with Smt. Usha ZehrShri R.B. Barwale Smt. Savita Bagadia

Gangabishan Bhikulal Investment and Trading Ltd.Chittoda Investment and Trading Pvt. Ltd.Sarkara Investment and Trading Pvt. Ltd.Dudhna Investment and Trading Pvt. Ltd.Akshnishit Investment and Trading Pvt. Ltd.Ghanewadi Investment and Trading Pvt. Ltd.Neemuch Investment and Trading Pvt. Ltd.Nidhona Investment and Trading Pvt. Ltd.

4 BSE The Stock Exchange, Mumbai5 BgSE Bangalore Stock Exchange, Bangalore6 Eligible Persons All owners of shares, registered or unregistered, of John Fowler ( India) Ltd. other

than the Acquirer and the persons in the promoter group, who own shares at anytime prior to the closure of the offer.

7 FCD Fully Convertible Debentures8 FI Financial Institution9 FOAA Form of Acceptance cum Acknowledgement accompanying this Letter of Offer10 FOW Form of Withdrawal accompanying this Letter of Offer11 NRI Non- Resident Indian12 PAC Person acting in concert.13 PCD Partly Convertible Debentures14 RBI Reserve Bank of India15 SEBI Securities and Exchange Board of India16 Manager/ Manager to the Offer UTI Bank Limited17 Registrar/Registrar to the Offer Intime Spectrum Registry Ltd.18 PA/ Public Announcement Announcement of the Offer made by the Acquirer in the dailies, on 24th October,

2002.19 Offer Cash offer being made by the Acquirer to the Shareholders of the Target Company.20 Offer Price Rs. 62.50 per Equity Share of John Fowler ( India) Ltd.21 Specified Date 31st October, 200222 Shares Equity Shares23 EPS Earnings per Equity Share24 Book Value Book Value of each Equity Share25 SEBI Act Securities and Exchange Board of India Act, 199226 SEBI (SAST) Regulations,1997/ SEBI (Substantial Acquisition of Shares & Takeovers)

The Regulations Regulations 1997 and subsequent amendments thereafter.27 LOF Letter of Offer

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1. DISCLAIMER CLAUSE

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SECURITIES ANDEXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HASBEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FORA LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLYADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THESHAREHOLDERS OF JOHN FOWLER INDIA LTD. (JFIL), THE TARGET COMPANY TO TAKE AN INFORMED DECISIONWITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OFTHE ACQUIRER, OR THE COMPANY WHOSE SHARES ARE PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESSOF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLYUNDERSTOOD THAT WHILE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY ANDDISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTEDTO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY.IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER M/S. UTI BANK LIMITED HASSUBMITTED A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 6,2002 TO SEBI IN ACCORDANCE WITH THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT (S)THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THEREQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THEOFFER. “

2. DETAILS OF THE OFFER

2.1 Background of the offer

2.1.1 The Offer to the shareholders of John Fowler (India) Ltd. is made pursuant to Regulation 11(2) of SEBI (SAST)Regulations, 1997 and subsequent amendments thereof for consolidation of holding by the Acquirer in the TargetCompany.

2.1.2 The Target Company recently made buyback of its equity shares from Public Shareholders. The buyback offer closedon 24th July, 2002. The public shareholders have tendered their shares in the buyback offer, which resulted intoreduction of public shareholding below the threshold mark of 10% for continued listing. The details of the buy backare as follows:

i) The total shareholding of promoters and the persons in the promoter group prior to the buy back offer was26,93,468 equity shares representing 85.26% of the paid up capital. The total shareholding of promoters andthe persons in the promoter group post the buyback offer is 26,93,468 equity shares representing 90.64% ofthe post buyback paid up capital.

ii) The number of shares bought back in the said buyback program were 187391 fully paid Equity shares of theTarget Company representing 5.93 % of pre buyback capital .

iii) The change in the total voting capital and shareholding pattern of the Target Company pursuant to the saidBuyback Offer is given below.

Particulars of shareholders Pre buyback shareholding Post buyback shareholding

No. of shares % of share No. of shares % of sharecapital capital

Promoter group 2693468 85.26 2693468 90.64

Public 465611 14.74 278220 9.36

Total 3159079 100.00 2971688 100.00

Therefore, the Target Company approached the Stock Exchange, Mumbai, Regional Stock Exchange (BSE) for delistingof its shares. BSE vide its letter LIST/PSR/2002 dated 30th July, 2002 has directed the target company to comply withthe SEBI (SAST) Regulations, 1997. The Acquirer forming part of Promoter group is giving this offer to purchase theshares from the public shareholders under the SEBI (SAST) Regulations, 1997. This offer will result into consolidationof holding by the acquirer.

2.1.3 Mr. R. B. Barwale (“the Acquirer”), holds 1,60,400 Equity Shares of Rs. 10/- each of JFIL representing 5.40% of thepaid up capital. Mr. R. B. Barwale together with the persons in the promoter group hold 2693468 fully paid equityshares of Rs. 10/- each, representing 90.64% of the paid -up equity capital of JFIL. The details of all the personsbelonging to the promoter group are as follows :

No Name No. of shares Percentage ofshares

1 Gangabishan Bhikulal Investment and Trading Ltd. 1630960 54.88%2 Shri B. R. Barwale 440400 14.81%3 Chittoda Investment and Trading Pvt. Ltd. 160000 5.38%

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4 Sarkara Investment and Trading Pvt. Ltd 180000 6.05%5 Dudhna Investment and trading Pvt. Ltd. 96000 3.23%6 Akshnishit Investment and Trading Pvt. Ltd. 4000 0.14%7 Ghanewadi Investment and Trading Pvt. Ltd. 4000 0.14%8 Neemuch Investment and Trading Pvt. Ltd. 4000 0.14%9 Nidhona Investment and Trading Pvt. Ltd 4000 0.14%10 Shri R. K. Garg 4452 0.15%11 Smt. Usha Zehr 4000 0.14%12 Smt. Savita Bagadia 1256 0.04%

2.1.4 Neither the Acquirer, nor the Target company have been prohibited by SEBI from dealing in securities, in terms ofdirections issued u/s 11 B of SEBI Act or under any of the regulations made under the SEBI Act.

2.1.5 Mr. R. B. Barwale is on the Board of Directors of JFIL. The Acquirer has confirmed that there would be no changein the composition of the Board of directors of JFIL after this offer, as a result of this offer.

2.2 Details of the proposed offer

2.2.1 The Public Announcement as per Regulation 15 (1) of the Regulations was made in the following newspapers on(Thursday) October 24, 2002:

Newspaper Language Editions

Financial Express English All Editions

Jansatta Hindi All Editions (Delhi, Calcutta)

Tarun Bharat Marathi Mumbai

A Corrigendum Public Announcement was made on (Wednesday) December 4, 2002. The Public Announcement andCorrigendum Public Announcement is also available on the SEBI’s website at www.sebi.gov.in.

2.2.2 Mr. R.B. Barwale (hereinafter referred to as the “Acquirer”), residing at 72-B, Urvashi, Petit Estate, Nepean Sea Road,Mumbai 400 006 is making an open offer to the shareholders of John Fowler (India) Ltd. to acquire 278220 fullypaid Equity Shares of Rs. 10 each, representing 9.36% of the equity capital , being the balance equity share capitalwith the public (i.e. other than the equity share capital held by the Acquirer and the persons in the promoter group)of the Target Company at a price of Rs.62.50 (Rupees Sixty two and paise fifty only) per fully paid up equity sharepayable in cash, (“ Offer”). For details of buyback and deemed PACs please refer clause 2.1.2 and clause 2.1.3respectively.

2.2.3 There are no partly paid up shares of JFIL.

2.2.4 The Offer is not subject to any minimum level of acceptance and is not a conditional offer.

2.2.5 The Acquirer has not acquired any Equity shares of JFIL after the date of PA and up to the date of LOF.

2.3 Objects of the acquisition/ offer

2.3.1 The Target Company recently made buyback of its equity shares from Public Shareholders. The buyback offer closedon 24th July, 2002. The public shareholders have tendered their shares in the buyback offer, which resulted intoreduction of public shareholding below the threshold mark of 10% for continued listing. Therefore, the TargetCompany approached the Stock Exchange, Mumbai, Regional Stock Exchange (BSE) for delisting of its shares. BSE videits letter LIST/PSR/2002 dated 30th July, 2002 has directed the target company to comply with the SEBI (SAST)Regulations, 1997. The Acquirer forming part of Promoter group is giving this offer to purchase the shares from thepublic shareholders under the SEBI (SAST) Regulations, 1997. This offer will result into consolidation of holding bythe acquirer. For details of buyback please refer clause 2.1.2.

3. BACKGROUND OF THE ACQUIRER

3.1 Shri R. B. Barwale, residing at 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006 belongs to the promotergroup of JFIL and is also the Director of the Target Company. He holds a B.Sc. in Agriculture(A&H). He has over 22years of experience in various functional areas and is presently the Managing Director of Maharashtra Hybrid SeedsCo. Ltd.

3.2 For the purpose of this offer, the persons belonging to the promoter group are deemed to be persons acting inconcert with Shri R. B. Barwale (Acquirer) and the collective shareholding of the acquirer together with deemed PACsis 90.64 % of the voting capital of John Fowler (India) Ltd.

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3.3 The details of all the persons belonging to the promoter group are as follows :

No Name No. of Percentage ofshares shares

1 Gangabishan Bhikulal Investment and Trading Ltd. 1630960 54.88%2 Shri B. R. Barwale 440400 14.81%3 Chittoda Investment and Trading Pvt. Ltd. 160000 5.38%4 Sarkara Investment and Trading Pvt. Ltd 180000 6.05%5 Dudhna Investment and trading Pvt. Ltd. 96000 3.23%6 Akshnishit Investment and Trading Pvt. Ltd. 4000 0.14%7 Ghanewadi Investment and Trading PVt. Ltd. 4000 0.14%8 Neemuch Investment and Trading Pvt. Ltd. 4000 0.14%9 Nidhona Investment and Trading Pvt. Ltd 4000 0.14%10 Shri R. K. Garg 4452 0.15%11 Smt. Usha Zehr 4000 0.14%12 Smt. Savita Bagadia 1256 0.04%

3.4 Shri R. B. Barwale is currently holding 1,60,400 equity shares of Rs. 10/- each of JFIL representing 5.40% of the paidup capital. He is also on the Board of Directors of JFIL.

3.5 M/s Krishna Rao & Co., Chartered Accountants, Bezonji Road, Jalna - 431 203, Membership No.: 3943 has certifiedvide certificate dated 19/10/2002 that the networth of Shri. R. B. Barwale as on 30th September 2002 is Rs.1234.38lacs and that he has sufficient means to fulfill the obligations under the offer.

3.6 The applicable provisions of Chapter II of the regulations have been complied with by the Acquirer within timespecified in the regulations.

3.7 The Acquirer is on the Board of Directors of JFIL, Target Company listed on BSE and BgSE. The Acquirer is also theManaging Director of Maharashtra Hybrid Seeds Co. Ltd. The Acquirer is not a full time Director in any othercompany, except the above.

3.8 Background of the deemed PACS

3.8.1 Gangabishan Bhikulal Investment and Trading Ltd.

a. Gangabishan Bhikulal Investment and Trading Limited is a company incorporated on 10th May, 1996 under theCompanies Act 1956 and having its registered office at 19 Raj Mahal, 84 Veer Nariman Road, Mumbai 400 020. Thecompany is an investment company.

b. The company has been promoted by Shri B. R. Barwale, Shri. R. B. Barwale, Smt. G.B. Barwale, Smt. S. R. Barwale,Smt. P. Garg, Shri D. Garg and Smt. S. Bagadia.

c. Gangabishan Bhikulal Investment and Trading Limited has complied with the applicable provisions of Chapter II ofSEBI Takeover Regulations.

d. Board of Directors :

Name Address

Shri B. R. Barwale* 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.

Shri R. B. Barwale* 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.

Smt G. B. Barwale 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.

Dr. (Smt) U. B. Zehr C/o Mahyco Life Science Research Centre P.O. Box 76, Dawalwadi, Jalna 431 203

* Shri B. R. Barwale and Shri R. B. Barwale are also on the Board of Directors of JFIL.

e. Financial Highlights :

Profit & Loss Statement

Rs. in lacs

Particulars For Quarter ended30.6.2002# 31.3.2002* 31.3.2001* 31.3.2000*

Income from operations Nil 98.14 475.58 357.87

Other Income 9.83 0 0 0

Total Income 9.83 98.14 475.58 357.87

Total Expenditure 13.42 23.04 134.67 144.58

Profit before Depreciation, Interest and Tax (3.59) 75.10 340.91 213.29

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Depreciation 0.85 4.44 5.83 1.72

Interest & Financial Expenses 0 15.36 229.90 139.34

Profit/(Loss) before tax (4.44) 55.30 105.18 72.23

Provision for tax 0 13.50 3.70 2.50

Profit/ (Loss) After tax (4.44) 41.80 101.48 69.73

Balance Sheet

Rs. in lacs

Particulars as on For Quarter ended30.6.2002# 31.3.2002* 31.3.2001* 31.3.2000*

Sources of funds

Paid up share capital 20.84 20.84 26.38 26.38

Reserves and Surplus(excluding Revaluation Reserves) 1793.31 1797.20 2118.99 2026.23

Networth 1814.15 1818.04 2145.37 2052.61

Secured Loans 0 0 0 0

Unsecured Loans 352.02 339.02 1847.64 1530.70

Total 2166.17 2157.06 3993.01 3583.31

Uses of funds

Net fixed assets 38.57 39.43 43.87 49.54

Investments 1346.31 1346.32 1351.76 1510.63

Net current assets 781.29 771.18 2597.22 2022.95

Total miscellaneous expenditurenot written off 0 0.13 0.16 0.19

Total 2166.17 2157.06 3993.01 3583.31

* Source: Audited Annual Report

# Source: Unaudited Financials Certified by the Company

Other Financial Data

Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000

Dividend(%) Nil 40% 30% 30%

Earnings Per Share (Rs) Nil 20* 38 26

Return on Networth (%) Nil 2.30 % 4.73% 3.40%

Book Value Per Share (Rs) 870.68 872.41 813.25 778.08

* Earning per share ( Basic & Diluted) - Calculated as per Accounting Standard 20.

3.8.2 Chittoda Investment and Trading Pvt. Ltd.

a. Chittoda Investment and Trading Pvt. Ltd. is a company incorporated on 28th February, 1990 under the CompaniesAct 1956 and having its registered office at 19 Raj Mahal, 84 Veer Nariman Road, Mumbai 400 020. The companyis an investment company.

b. The company has been promoted by Shri R. B. Barwale and Smt. G. B. Barwale.

c. Chittoda Investment and Trading Pvt. Ltd. has complied with the applicable provisions of Chapter II of SEBI TakeoverRegulations.


Name Address



Smt. S. R. Barwale 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.

* Shri R. B. Barwale is also on the Board of Directors of JFIL.

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Rs. in lacs


Income from operations 0 25.43 50.30 47.50


Total Income 13.06 25.43 50.30 47.50


Profit before Depreciation, interest and Tax 13.02 12.59 49.92 46.88

Depreciation 0.06 0.23 0.50 0

Interest & Financial Expenses 0 0 0 0.90

Profit before tax 12.96 12.36 49.42 45.98


Prior year tax adjustments 0 0.10 0 0

Profit After tax 12.96 7.73 48.07 44.48

Balance Sheet

Rs. in lacs


Sources of funds


Reserves and Surplus

(excluding Revaluation Reserves) 551.24 181.56 173.83 125.77

Networth 575.14 205.46 197.73 149.67


Unsecured Loans 0 0 0 13.30

Total 575.14 205.46 197.73 162.97

Uses of funds

Net fixed assets 14.26 14.26 14.49 15.00

Investments 220.55 (132.15) 128.21 128.21


Total miscellaneous expenditurenot written off 0 0 0.02 0.03

Total 575.14 205.46 197.73 162.97




Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000

Dividend(%) Nil Nil Nil Nil

Earnings Per Share (Rs) *5.44 3 20.11 18.61

Return on Networth (%)** 7.68% 3.76% 24.31% 29.72%

Book Value Per Share** (Rs) 91.39 85.97 82.73 62.62

* Earnings per share not annualised

** The Return on Networth and Book value per share has been calculated on the basis of Reserves and Surplus excludingRevaluation Reserves.

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3.8.3 Sarkara Investment and Trading Pvt. Ltd.

a. Sarkara Investment and Trading Pvt. Ltd. is a company incorporated on 12th February, 1990 under the CompaniesAct 1956 and having its registered office at 19 Raj Mahal, 84 Veer Nariman Road, Mumbai 400 020. The companyis an investment company.

b. The company has been promoted by Shri B. R. Barwale and Smt. G. B. Barwale. The Acquirer is on the Board ofDirector of this company.

c. Sarkara Investment and Trading Pvt. Ltd. has complied with the applicable provisions of Chapter II of SEBI TakeoverRegulations.


Name Address

Shri B.R. Barwale* 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.



* Shri B. R. Barwale and Shri R. B. Barwale are also on the Board of Directors of JFIL.



Rs. in lacs




Total Income 11.32 10.23 51.35 49.38


Profit before Depreciation, Interest and Tax 11.30 9.97 51.12 42.40

Depreciation 0 0 0 0



Provision for tax 0 0.75 1.40 0

Profit After tax 11.30 9.22 49.72 40.04

Balance SheetRs. in lacs


Sources of funds



Networth 198.96 187.65 196.59 146.88



Total 198.96 187.65 196.59 161.32

Uses of funds

Net fixed assets 10.10 10.10 10.10 10.10

Investments 187.72 175.43 129.10 129.10


Total miscellaneous expenditurenot written off 0 0 0.02 0.04

Total 198.96 187.65 196.59 161.32

* Source: Audited Annual Report# Source: Unaudited Financials Certified by the Company

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Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000Dividend (%) Nil Nil Nil NilEarnings Per Share (Rs) *4.72 4 20.80 16.75Return on Networth (%)** 5.68% 4.91% 25.29% 27.26%Book Value Per Share** (Rs) 83.24 78.52 82.25 61.45



3.8.4 Dudhna Investment and Trading Pvt. Ltd.

a. Dudhna Investment and Trading Pvt. Ltd. is a company incorporated on 15th February, 1990 under the CompaniesAct 1956 and having its registered office at 19 Raj Mahal, 84 Veer Nariman Road, Mumbai 400 020. The companyis an investment company.

b. The company has been promoted by Shri B.R. Barwale and Shri R. B. Barwale.

c. Dudhna Investment and Trading Pvt. Ltd. has complied with the applicable provisions of Chapter II of SEBI TakeoverRegulations.


Name Address

Shri B.R. Barwale* 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.


Smt. S. R. Barwale 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.

* Shri B.R. Barwale and Shri R. B. Barwale are also on the Board of Directors of JFIL.



Rs. in lacs


Income from operations 0 9.02 52.16 49.05Other Income 35.08 0 0 0Total Income 35.08 9.02 52.16 49.05Total Expenditure 0.03 0.59 1.26 0.23Profit before Depreciation, interest and Tax 35.05 8.43 50.90 48.82Depreciation 0 0 0 0Interest & Financial Expenses 0 0.01 0.51 3.09Profit before tax 35.05 8.42 50.39 45.73Provision for tax 0 3.05 1.52 0.76Prior year tax adjustments 0 0.14 0 0Profit After tax 35.05 5.23 48.87 44.97

Balance Sheet

Rs. in lacs


Sources of funds



Networth 235.60 200.57 195.34 146.47


Unsecured Loans 0 0 0.45 19.51

Total 235.60 200.57 195.79 165.98

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Uses of funds

Net fixed assets 8.21 8.20 9.86 9.86

Investments 197.34 189.28 121.13 116.13


Total miscellaneous expenditure not written off 0 0.01 0.02 0.04

Total 235.60 200.57 195.79 165.98




Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000


Earnings Per Share (Rs) *14.66 2.19 20.45 18.82


Book Value Per Share (Rs)** 98.57 83.92 81.73 61.28



3.8.5 Akshnishit Investment and Trading Pvt. Ltd.

a. Akshnishit Investment and Trading Pvt. Ltd. is a company incorporated on 15th February, 1990 under the CompaniesAct 1956 and having its registered office at 19 Raj Mahal, 84 Veer Nariman Road, Mumbai 400 020. The companyis an investment company.

b. The company has been promoted by Smt. S. N. Jain and Shri Navin Jain.

c. Akshnishit Investment and Trading Pvt. Ltd. has complied with the applicable provisions of Chapter II of SEBI TakeoverRegulations.


Name Address


Shri G. B. Barwale 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.

Shri Navin Jain Days Inn, 4700 rib mountain drive wasau Wi -54401 USA

Smt. S.N. Jain Days Inn, 4700 rib mountain drive wasau Wi -54401 USA




Rs. in lacs




Total Income 63.82 3.78 52.77 47.33


Profit before Depreciation, Interest and Tax 63.52 3.57 51.58 35.91




Provision for tax 0 0.73 4.35 0

Profit After tax 63.52 2.84 47.23 34.47

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Balance Sheet

Rs. in lacs


Sources of funds



Networth 229.00 161.85 162.53 115.25



Total 229.00 161.85 162.53 117.20

Uses of funds

Net fixed assets 0 0 0 0

Investments 168.78 101.42 23.96 24.34


Total miscellaneous expenditurenot written off 0.01 0.01 0.02 0.04

Total 229.00 161.85 162.53 117.20




Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000

Dividend (%) Nil Nil Nil Nil




* Earning Per Share not annualised

** The Return on Networth and Book Value per share has been calculated on the basis of Reserves and Surplus excludingRevaluation Reserves.

3.8.6 Ghanewadi Investment and Trading Pvt. Ltd.

a. Ghanewadi Investment and Trading Pvt. Ltd. is a company incorporated on 20th February, 1990 under the CompaniesAct 1956 and having its registered office at 19 Raj Mahal, 84 Veer Nariman Road, Mumbai 400 020. The companyis an investment company.

b. The company has been promoted by Smt. Asha R. Bhojnagarwala and Shri Rajiv Bhojnagarwala.

c. Ghanewadi Investment and Trading Pvt. Ltd. has complied with the applicable provisions of Chapter II of SEBITakeover Regulations.


Name Address


Shri G. B. Barwale 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.

Shri Rajiv Bhojnagarwala C/o, M/s. Rajiv & Co. , 4-B, Maskati Market P.O. Ahmedabad 380 002.

Smt. A.R. Bhojnagarwala C/o , M/s. Rajiv & Co. , 4-B, Maskati Market P.O. Ahmedabad 380 002.

*Shri R. B. Barwale is also on the Board of Directors of JFIL.

12



Rs. in lacs




Total Income 0.63 0.11 0.85 0.35


Profit before Depreciation, Interest and Tax 0.61 (0.01) 0.67 0.21


Interest & Financial Expenses 0 0 0.14 0.09

Profit/(Loss) before tax 0.61 (0.01) 0.53 0.12

Provision for tax 0 0 0.17 0.01

Profit/ (Loss) After tax 0.61 (0.01) 0.36 0.11

Balance Sheet

Rs. in lacs


Sources of funds


Reserves and Surplus

(excluding Revaluation Reserves) 20.55 19.92 19.94 19.62

Networth 21.54 20.91 20.93 20.61


Unsecured Loans 0 0 0.12 0.08

Total 21.54 20.91 21.05 20.69

Uses of funds


Investments 21.13 20.50 16.40 20.12


Total miscellaneous expenditurenot written off 0 0 0 0

Total 21.54 20.91 21.05 20.69




Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000


Earnings Per Share (Rs) *6.12 Negative 3.62 1.11

Return on Networth (%) 3.20% Negative 1.71% 0.53%




13

3.8.7 Neemuch Investment and Trading Pvt. Ltd.

a. Neemuch Investment and Trading Pvt. Ltd. is a company incorporated on 12th February, 1990 under the CompaniesAct 1956 and having its registered office at 19 Raj Mahal, 84 Veer Nariman Road, Mumbai 400 020. The companyis an investment company.

b. The company has been promoted by Dr. R. K. Garg and Dr. (Smt.) P.R. Garg. The Acquirer is on the Board of Directorof this company.

c. Neemuch Investment and Trading Pvt. Ltd. has complied with the applicable provisions of Chapter II of SEBI TakeoverRegulations.


Name Address


Dr. R. K. Garg 62, Jupiter Apartments, Off Altamount Road, Mumbai 400 026

Dr. (Smt.) P.R. Garg 62, Jupiter Apartments, Off Altamount Road, Mumbai 400 026




Rs. in lacs




Total Income 17.13 13.43 29.95 25.30


Profit before Depreciation, interest and Tax 17.10 12.27 29.10 25.14


Interest & Financial Expenses 0 0.07 0 0.44



Profit After tax 17.10 7.90 24.53 21.80

Balance Sheet

Rs. in lacs


Sources of funds



Networth 175.00 157.91 130.31 105.74



Total 175.00 157.91 130.31 106.09

Uses of funds


Investments 170.27 27.35 1.81 1.84


Total miscellaneous expenditurenot written off 0 0.01 0.02 0.04

Total 175.00 157.91 130.31 106.09

* Source: Audited Annual Report# Source: Unaudited Financials Certified by the Company

14


Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000



Return on Networth (%) ** 9.78% 5.00% 18.82% 20.61%

Book Value Per Share (Rs) ** 175.68 158.53 130.82 106.15

* Earnings Per Share not annualised

** The Return on Networth and Book Value per share has been calculated on basis of Reserves and Surplus excludingRevaluation Shares.

3.8.8 Nidhona Investment and Trading Pvt. Ltd.

a. Nidhona Investment and Trading Pvt. Ltd. is a company incorporated on 15th February, 1990 under the CompaniesAct 1956, having its registered office at 19 Raj Mahal, 84 Veer Nariman Road, Mumbai 400 020. The company isan investment company.

b. The company has been promoted by Smt. Savita B. Bagadia and Shri. B. T. Bagadia.

c. Nidhona Investment and Trading Pvt. Ltd. has complied with the applicable provisions of Chapter II of SEBI TakeoverRegulations.


Name Address


Smt. G.B. Barwale 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006.

Shri B. T. Bagadiya 253 N-1, B, Cidco, Aurangabad 431 003

Smt. S. B. Bagadiya 253 N-1, B, Cidco, Aurangabad 431 003




Rs. in lacs


Income from operations 0 1.32 41.35 38.35Other Income 59.74 0 0 0Total Income 59.74 1.32 41.35 38.35Total Expenditure 0.02 0.16 0.21 0.19Profit before Depreciation, interest and Tax 59.72 1.16 41.14 38.16Depreciation 0 0 0 0Interest & Financial Expenses 0 0.04 0 1.15Profit before tax 59.72 1.12 41.14 37.01Provision for tax 0 0.37 2.37 0.95Profit After tax 59.72 0.75 38.77 36.06

Balance Sheet

Rs. in lacs


Sources of funds


Reserves and Surplus(excluding Revaluation Reserves) 130.13 83.66 94.05 55.25Networth 139.70 93.23 103.62 64.82Secured Loans 0 0 0 0Unsecured Loans 0.07 0 0 0.99

Total 139.77 93.23 103.62 65.81

15

Uses of funds


Investments 129.13 82.64 21.99 22.43


Total miscellaneous expenditure not written off 0.01 0.01 0.02 0.04

Total 139.77 93.23 103.62 65.81




Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000


Earnings Per Share (Rs) *62.43 0.79 40.53 37.69

Return on Networth (%) ** 39.05 0.81 37.42 55.63


* Earnings Per Share not annualised

** The Return on Networth and Book Value per share has been calculated on basis of Reserves and Surplus excludingRevaluation Shares.

3.8.9 Shri B. R. Barwale residing at 72-B, Urvashi, Petit Estate, Nepean Sea Road, Mumbai 400 006. is the father of ShriR. B. Barwale. He is an Agriculturist having experience of more than fifty years. M/s Krishna Rao & Co., CharteredAccountants, Bezonji Road, Jalna - 431 203, Membership No.: 3943 has certified vide certificate dated 4/12/2002 thatthe networth of Shri. B. R. Barwale as on 30th September, 2002 is Rs. 1509.95 lacs. Mr. B. R. Barwale is the Chairmanof Maharashtra Hybrid Seeds Co. Ltd., Mahyco Seeds Ltd. and Mahyco Vegetable Seeds Ltd. Besides the above heis also on the Board of the following listed companies :

Name of the Company Position held

John Fowler (India) Ltd. Chairman

Shrenuj & Company Ltd. Director

Shri B. R. Barwale has complied with the applicable provisions of Chapter II of SEBI Takeover Regulations.

3.8.10 Shri R. K. Garg residing at 62, Jupiter Apartments, Off Altamount Road, Mumbai 400 026 is the brother-in-law ofShri R. B. Barwale. Shri R. K. Garg is a Medical Practitioner (Surgeon) having experience of twenty five years. Ms. SaloniSheth( Membership No. 46460) of M/s J. K. Doshi & Co. Chartered Accountants, Khetan Bhavan, 198 Jamshedji TataRoad, Churchgate Reclamation, Mumbai 400 020, has certified vide certificate dated 3/12/2002 that the networthof Mr. R.K. Garg as on 30th September, 2002 is Rs.60.12 lacs. Mr. R.K. Garg is not a Director in any listed company.Shri R. K. Garg has complied with the applicable provisions of Chapter II of SEBI Takeover Regulations.

3.8.11 Smt. Usha Zehr residing at C/o Mahyco Life Science Research Center Jalna- Aurangabad Road, Dawalwadi Jalna 431203, is Shri R. B. Barwale’s sister. She has a Ph. D. Degree in Agronomy and has more than 10 years experience inthe field of Agricultural Research. She is Whole time Director in Maharashtra Hybrid Seeds Co. Ltd. M/s Krishna Rao& Co., Chartered Accountants, Bezonji Road, Jalna - 431 203, Membership No.: 3943 has certified vide certificatedated 4/12/2002 that the networth of Smt. Usha Zehr as on 30th September, 2002 is Rs. 560.45 lacs. Smt. Usha Zehris not a Director in any listed company. Smt. Usha Zehr has complied with the applicable provisions of Chapter II ofSEBI Takeover Regulations.

3.8.12 Smt. Savita Bagadia residing at 253 N-1, B, Cidco, Aurangabad 431 003 is Shri R. B. Barwale’s sister. She is a housewife.M/s Krishna Rao & Co., Chartered Accountants, Bezonji Road, Jalna - 431 203, Membership No.: 3943 has certifiedvide certificate dated 4/12/2002 that the networth of Smt. Savita Bagadia as on 30th September, 2002 is Rs.176.56lacs. Smt. Savita Bagadia is not a Director in any listed company. Smt. Savita Bagadia has complied with the aplicableprovisions of Chapter II of SEBI Takeover Regulations.

3.8.13 The Acquirer and the deemed PACs have not entered into any agreement for acquisition of shares under this offer.

3.9 Disclosure in terms of Regulation 16(ix)

a. The Acquirer does not have any plans to dispose off or otherwise encumber any assets of the Target Company inthe next two years except in the ordinary course of business of the target company and except to the extent requiredfor the purpose of restructuring or rationalization of assets, investments, liabilities or otherwise of the targetcompany. In any case it will be for the Board of the Target Company to take appropriate decisions in such mattersdepending upon the opportunities available to the Target Company.

16

b. Further the Acquirer undertakes that he shall not sell, dispose off or otherwise encumber any substantial assets ofJFIL, except with the prior approval of shareholders of JFIL.

4. DISCLOSURE IN TERMS OF REGULATION 21(3)

The public shareholding of the Target Company post buyback offer to its public shareholders which closed on 24th July , 2002,has fallen below 10% level and is at 9.36% of equity capital. The Target Company approached The Stock Exchange, Mumbai,Regional Stock Exchange for delisting of its shares. BSE has directed the target company vide its letter LIST/PSR/2002 dated30th July, 2002 to comply with SEBI (SAST) Regulations, 1997. The acquirer is making public offer under SEBI (SAST)Regulations, 1997.

As the public shareholding is already below 10%, the acquirer shall exercise option (a) under 21(3) for delisting of shares,post this public offer i.e. the acquirer shall make an offer to buy the outstanding shares remaining with the publicshareholders in accordance with the guidelines specified by SEBI in respect of Delisting of shares.

5 BACKGROUND OF THE TARGET COMPANY

5.1.1 John Fowler (India) Ltd. was incorporated in 1953 as a Private Limited Company, and was converted into a PublicLimited Company in 1963. The registered office of the target company is situated at 19, Khetan Bhavan, 2nd Floor,198, J. Tata Road, Mumbai-400 020

5.1.2 The Target Company commenced operations with the manufacture of Industrial filters for insulating, lubricating oilsand aviation fuels. The target company is presently in the business of manufacture of Industrial and AutomotiveFilters. The factory is located at Bangalore and sales offices are located at Delhi, Kolkata and Mumbai.

5.1.3 The equity shares of the target company are listed on The Stock Exchange, Mumbai ( BSE) and the Bangalore StockExchange.(BgSE)

5.2 Share Capital Structure of JFIL

The equity share capital of JFIL is Rs. 29719130 comprising of 2971688 fully paid-up shares of Rs. 10/-each and 225 forfeitedshares of Rs. 10/- each. There are no partly paid-up shares of the target company.

Paid Up Equity Shares of the Target Company No. of Shares/ voting rights % of shares / voting rights

Fully paid up Equity shares 2971688 100%

Partly paid up Equity Shares NIL 0

Total Paid up Equity Shares 2971688 100%

Total voting rights in JFIL 2971688 100%

5.3 There are no outstanding convertible instruments (warrants/ FCDs/PCDs) of the target company as on the date ofthis Letter of Offer.

5.4 Compliance of Chapter II of Regulations/ Listing Agreement

The Target Company has not complied with some of the reporting formalities under the applicable provisions ofChapter II of the Regulations.

5.5 JFIL vide its letter dated 18th September, 2002 has certified that it has complied with the requirements under thelisting agreement with BSE and BgSE and no penal action has been taken by these stock exchanges.

5.6 As on the date of PA and the LOF, the Board of Directors of JFIL is constituted as under:

Name Designation Address

Mr. B. R. Barwale Chairman 72-B, Urvashi, Petit Estate, Nepean Sea Road,Mumbai 400 006

Mr. S. Viswanathan Managing Director & No. 589, 12th A Cross, J.P. Nagar II PhaseCompany Secretary Bangalore 560 078

Mr. A. S. Lakshmanan Director 1/C, Cunningham Road, Bangalore 560 052

Mr. R.B. Barwale Director 72-B, Urvashi, Petit Estate, Nepean Sea Road,Mumbai 400 006

Mr. R.K. Jalan Director 56, RajMahal Vilas Extension II, Block I, 4th Cross,Bangalore 560 094

Mr. A. Goyal Director 334, Jennifer Lane, Roselle, IL 60172

Mr. S. N. Talwar Alternate Director to 10, Shiv Shanti Bhavan, 146, Maharshi Karve Road,Mr. Arun Goyal Churchgate Reclamation Mumbai 400 020.

Mr. U. V. Rao Director 3294, 12th A Main Street, HAL II StageBangalore 560 008.

17

The Acquirer, Shri R. B. Barwale was first appointed as Director of JFIL on 25.03.91and was re-appointed onretirement at Annual General Meetings, the latest reappointment was done on 26.7.2002. As per Regulation 22(9)of the Regulations, the acquirer has recused himself and has not participated in any matters concerning or relatingto the Offer including any preparatory steps leading to the Offer.

5.7 During the last three years the Target Company has hived off its industrial machinery division and transformer oilconditioning machinery division to two joint venture companies promoted by it. There has been no change in nameof the target company since listing.

5.8 Brief Audited Financials of the Target Company for the last three years and unaudited financials for thequarter 30th June, 2002 are given below.


Rs. in lacs


Income from operations 164.02 810.04 1611.11 1965.64

Other Income 16.42 251.90 156.10 170.35

Total Income 180.44 1061.94 1767.21 2135.99


Profit before Depreciation, Interest and Tax (19.50) (132.04) 74.43 325.52

Depreciation (after adjusting for revaluation) 6.75 30.97 33.85 33.94

Interest & Financial Expenses 5.30 18.96 11.05 13.60

Profit/ Loss for the year (31.55) (181.97) 29.53 277.98

Adjustment for earlier years 0 45.28 5.34 5.26

Profit/(Loss) before tax (31.55) (227.25) 24.19 272.72


Profit/ (Loss) After tax (31.55) (228.65) 22.60 210.72

Adjustment for deferred taxes 11.74 94.98 — —

Profit /(Loss) after deferred taxes (19.81) (133.67) 22.60 210.72

Balance Sheet

Rs. in lacs


Sources of funds



Networth 2161.89 2198.84 2454.38 2775.86

Secured Loans 0.00 0.00 0.00 109.59

Unsecured Loans 0.00 120.00 0.00 0.00

Total 2161.89 2318.84 2454.38 2885.45

Uses of funds

Net fixed assets 349.28 356.03 510.84 540.43

Investments 710.36 756.85 554.88 1069.95


Deferred Tax 68.45 56.71 0.00 0.00

Total miscellaneous expenditurenot written off 509.42 547.01 221.37 10.84

Total 2161.89 2318.84 2454.38 2885.45


# Source: Unaudited Financials Certified by the Target Company

18


Particulars 30.6.2002 31.3.2002 31.3.2001 31.3.2000

Dividend(%) —- — 15 25

Earnings Per Share (Rs) - 0.66 -4.27 0.65 5.81

Return on Networth (%) -1.12 -7.56 0.96 7.29


5.9 Pre and Post-Offer shareholding pattern of the Target company as on the date of LOF is given in thefollowing table :

Shareholders Shareholding & Shares/voting Shares/voting Shareholding/Category Voting rights rights agreed rights to be voting rights

prior to the to be acquired acquired in after theagreement/ which triggered open offer acquisition andacquisition off the (Assuming full offer i.e.and offer Regulations acceptances)

(A) (B) (C) (A + B + C)

% % % %

1. Promoter group

a. Parties to agreement,if any Nil — Nil — Nil - Nil -

b. Promoters who aredeemed PACs 2533068 85.24 Nil — Nil — 2533068 85.24

c. Acquirer 160400 5.40 Nil — 278220 9.36 438620 14.76

Total 1 (a+ b+c) 2693468 90.64 Nil — 278220 9.36 2971688 100.00

2. PACs, if any N.A. — N.A. — N.A. — N.A. —

3. Parties to agreementother than 1a. & 2 N.A. — N.A. — N.A. — N.A. —

4. Public* (other thanparties to agreement,Acquirer & PACs)

a. Banks 969 0.03 Nil — Nil — Nil —

b. Others 277251 9.33 Nil — Nil — Nil —

Total 4 (a +b) 278220 9.36 Nil — Nil — Nil —

Grand Total (1+2+3+4) 2971688 100 Nil — Nil — 2971688 100

Note: The above figures are based on the information provided by Target Company and Acquirer. *The total number ofshareholders in the public category is 984.

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS:

6.1 Justification of Offer Price

6.1.1 The shares of JFIL are listed on The Stock Exchange, Mumbai and Bangalore Stock Exchange. The shares are nottraded under the permitted category on any Stock Exchange.

6.1.2 The equity shares of the company are infrequently traded on BSE and BgSE in terms of explanation (i) to Regulations20(5) of the SEBI (SAST) Regulations, 1997( Source: The Stock Exchange, Mumbai & Bangalore Stock Exchange). JFILhas certified that they have complied with all requirements under the Listing Agreement with BSE and BgSE.

Name of Stock Exchange Total no. of shares Total no. of listed Annualized Tradingtraded during the 6 shares as on the date of Trading turnover

calendar months prior to PA and Letter of Offer (in terms of % tomonth in which PA was total listed shares)

made (April - Sept. 2002)

The Stock Exchange,Mumbai 2700 2971688 0.18%

Bangalore Stock Exchange,Bangalore Nil 2971688 Nil

Source : Official quotations from the respective Stock Exchanges.

19

6.1.3 The Offer price is determined in accordance with Regulation 20 (5) as follows :

6.1.3.a. Acquirer has not entered into any agreement for acquisition of shares.

6.1.3.b. Acquirer has not acquired shares of JFIL during the 26-week period prior to the date of the Public Announcementby way of allotment in a public or rights or preferential issue.

6.1.3.c. As per the audited results for the financial year 2001-2002, JFIL reported a loss after tax of Rs. 228.65 lacs. Theearnings per share and return on networth are negative. The networth of the Target Company as on 31st March,2002 is Rs. 1769.20 lacs and the book value per share is Rs.58.48. The last traded price of the shares on The StockExchange, Mumbai was on 17th June 2002 at Rs. 60/- with a volume of 100 equity shares. The last traded priceof the shares on the Bangalore Stock Exchange was on 4th June1999 at Rs. 26/- with a volume of 400 equity shares.The average industry P/E for the sector in which the Target Company operates is 11 (source: Capital Market, Vol.XVII/ 16 dated 27th October, 2002, Sector- Engineering).

6.1.3.d. The Target Company made buyback offer to the public shareholders at a maximum price of Rs.62.50 per share.The Acquirer is making this offer at the same price of Rs.62.50 per share to the remaining public shareholders.Thus the offer price is justified taking all the above factors into account.

6.1.3. e. The Acquirer has not acquired shares of JFIL during the 12 months period prior to the date of PublicAnnouncement.

6.1.4 If the Acquirer acquires the shares after the date of the Public Announcement and upto seven working days priorto the closure of the Offer at a price higher than the Offer Price, then the highest price paid for such acquisitionsshall be payable for all acceptances received under this Offer.

6.2 Financial Arrangements

6.2.1 The total amount of funds required to implement the offer, assuming full acceptance shall be Rs. 1,73,88,750/-

6.2.2 The Acquirer has deposited Rs.4347187.50, being 25 % of the total consideration payable under the open offerassuming full acceptance, in an Escrow Account in terms of Regulation 28 opened with Syndicate Bank at BackbayReclamation, Mumbai 400 020.

6.2.3 The Acquirer has duly authorized UTI Bank Limited - Manager to the offer to realise the value of the Escrow Accountin terms of the SEBI (SAST) Regulations, 1997.

6.2.4 The Acquirer has adequate resources to meet the financial requirements of the offer in terms of Regulation 16 (xiv)of the SEBI (SAST) Regulations, 1997. These resources will be met from his personal finances.

6.2.5 M/s Krishna Rao & Co., Chartered Accountants, Bezonji Road, Jalna - 431 203, (Tel. No. 02482- 231375, 236660 Fax.No. 0240-2324852)Membership No.: 3943 has certified vide certificate dated 19/10/2002 that the networth of Shri.R. B. Barwale as on 30th September, 2002 is Rs.1234.38 lacs and that he has sufficient means to fulfill the obligationsunder the offer.

6.2.6 On the basis of the Chartered Accountant certificate, the Manager to the offer is satisfied about the ability of theAcquirer to implement the offer as firm financial arrangements through verifiable means are in place to fulfill theoffer obligations in accordance with SEBI (SAST) Regulations , 1997.

7. TERMS AND CONDITIONS OF THE OFFER

7.1 The Acquirer has made a Public Announcement on 24th October, 2002 and Corrigendum Public Announcement on4th December, 2002 for the offer. The Offer is being made to all the shareholders of the Company except Acquirerand Promoter Group, irrespective of whether they are registered or non-registered shareholders. The Letter of Offer(LOF) together with the Form of Acceptance cum Acknowledgement (FOAA), specifying the detailed terms andconditions of the offer, will be despatched to the fully paid Equity shareholders, whose name appear in the Registerof Members of JFIL at the close of normal business hours on 31st October, 2002 ( being the specified date). All theshareholders who own fully paid up shares of JFIL at any time before the closure of the offer are eligible toparticipate in this offer. Accidental omission to despatch this Letter of Offer, non-receipt or delayed receipt of thisLetter of Offer will not invalidate this offer in any way.

7.2 The Acquirer will make requisite application to the Reserve Bank of India (RBI) to obtain permission to acquire sharesfrom Non Resident shareholders of the Target Company, if any. Apart from the above, to the best of the knowledgeof the Acquirer, as on the date of this “PA”, no other statutory approvals are required , for the purpose of acquisitionof shares under the open offer.

In case of non receipt of any approvals, SEBI may, if satisfied that non receipt of the requisite approvals was notdue to any willful default or neglect of the Acquirer or failure of the Acquirer to diligently pursue the applicationfor the approval, grant extension of time for the purpose, subject to the Acquirer agreeing to pay interest to theshareholders as directed by SEBI, in terms of Regulation 22(12) of SEBI (SAST) Regulations, 1997.

7.3 The acceptance of the Offer made by the Acquirer is entirely at the discretion of the shareholders of the Company. The Acquirer will not be responsible in any manner for any loss of share certificate(s) and offer acceptance documentsduring transit and the shareholders of the Company are advised to adequately safeguard their interest in this regard.

20

7.4 The offer is not subject to any minimum level of acceptance.

7.5 There are no locked in shares of the Target Company.

7.6 Shareholders who wish to tender the shares should submit documents in accordance with the procedures specifiedin Section 8 of the Letter of Offer and the Form of Acceptance cum Acknowledgement.

7.7 The shareholder shall have the option to withdraw acceptance tendered by him upto three working days prior tothe date of closure of the Offer. Shareholders who wish to withdraw their shares should submit documents inaccordance with the procedures specified in Section 8 of the Letter of Offer and the Form of Withdrawal.

7.8 The instructions, authorizations and provisions contained in the Form of Acceptance cum Acknowledgement and Formof Withdrawal constitute an integral part of this Offer.

7.8 Equity shares tendered under this Offer should be free from any charge, lien or encumbrance.

7.9 If there is upward revision in the Offer price by the acquirer till the last date of upward revision i.e. 10th January2003, the same would be informed by way of Public Announcement in the same newspapers where the original PublicAnnouncement had appeared and the same price would be payable by the Acquirer for all the shares tendered atany time during the offer and accepted under the offer.

7.10 If there is competitive bid :

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

- 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 finaloffer price of each bid and tender their acceptance accordingly.

7.11 Statutory Approvals

i) The Acquirer will make requisite application to the Reserve Bank Of India (RBI) to obtain permission to acquireshares from Non Resident shareholders of the Target Company , if any, after the completion of the offer period.No approval is required to be obtained from Bank/Financial Institution for the offer.

ii) As on the date of this PA, to the best of the knowledge of the Acquirer , no other statutory approvals and/or consents are required to implement this offer.

iii) However, the Offer would be subject to all such statutory approvals as may be required and/or may subsequentlybecome necessary to acquire at any later date.

iv) The Acquirer shall complete all procedures relating to the Offer within a period of 30 days from the closure ofthe Offer. In terms of Regulation 22(12) of the SEBI (SAST) Regulations, in the case of delay in receipt of statutoryapprovals, SEBI has the power to grant extension of time for the purpose of making payment subject to theAcquirer agreeing to pay interest for the delayed period to the shareholders as directed by SEBI. Further if thedelay occurs on account of willful default by the Acquirer in obtaining the requisite approvals, Regulation 22(13)of SEBI (SAST) Regulation will also become applicable.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

8.1 Currently, none of the shares of JFIL are in demat mode and hence the procedure for acceptance and settlementis for physical mode only.

8.2 Shareholder of JFIL who wish to avail and accept this offer should submit the under mentioned documents to theRegistrar to the Offer, Intime Spectrum Registry Limited, at the following collection centers either by Hand Deliveryon Monday to Friday between 10.00 a.m. and 5.00 pm and on Saturday between 10.00 am and 1.00 pm or byRegistered Post on or before the close of the Offer, i.e. 21st January, 2003 in accordance with the instructions specifiedin the Letter of Offer and in the Form of Acceptance cum Acknowledgement.

Address Contact Person & Phone Nos. Fax Nos. Mode of DeliveryE-mail ID

Intime Spectrum Registry Limited Mr. Nikunj Daftary 022-25923837 022-25672693 Registered Post or260, Shanti Industrial Estate, [email protected] Hand DeliverySarojini Naidu Road, Mulund (West),Mumbai 400 080

Intime Spectrum Registry Limited Mr. Vivek Limaye 022-22656929 022-25581214 Registered Post or202 Daver House, D. N. Road Fort, [email protected] Hand DeliveryMumbai 400 001

Intime Spectrum Registry Limited Mr. S. Vijayagopal 080 -2350351 080 -2350351 Registered Post orC/o Times Data & Technical Center, [email protected] Cell :9845344537 (Tele fax) Hand Delivery40/3, Second Floor, Geetha Mansion,K.G. Road, Bangalore 560 009

21

8.2.1 REGISTERED shareholders should enclose:

a. Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructionscontained therein, by all the shareholders whose names appear on the share certificates.

b. Original share Certificates

c. Valid Share Transfer form(s) duly signed as transferors by all registered shareholders in the same order as perspecimen signatures registered with the company and duly witnessed at the appropriate place. A share transferform is enclosed along with this Letter of Offer. All other requirements for valid transfer will be pre-conditionfor valid acceptance.

8.2.2 UNREGISTERED shareholders should enclose:

a. Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructionscontained therein, by the person accepting the Offer.

b. Original Share Certificates

c. Valid Share Transfer form(s) as received from the market. The details of buyer should be left blank, failing whichthe same will be considered invalid under the Offer. All other requirements for valid transfer (including matchingof signatures) will be pre-condition for valid acceptance.

d. Original contract note issued by the broker through whom the shares were acquired.

e. Valid share transfer deed(s) duly executed by them.

f. No indemnity is required from the unregistered shareholders.

8.2.3 Owners of shares who have tendered their shares for transfer should enclose :

a. Form of Acceptance cum acknowledgement duly completed and signed in accordance with the instructionscontained therein by the person accepting the Offer.

b. Copy of the letter sent to JFIL for transfer of shares.

c. Valid share transfer deed(s).

8.2.4 Non Resident shareholder(s)

Non Resident shareholder(s) should also enclose copy of the permission received from RBI for the shares held by themin JFIL and No-Objection Certificate/Tax Clearance Certificate from the Income Tax Authorities under Income Tax Act,1961 indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. In case theaforesaid No-Objection Certificate/Tax Clearance Certificate is not submitted, the Acquirer will arrange to deduct taxat marginal rate as may be applicable to the category of the shareholder, on entire consideration amount payableto such shareholders.

8.3 All the above mentioned documents should be sent only to the Registrars to the Offer at their addressesmentioned above only and NOT to the Acquirer or Target Company or the Manager to the Offer.

8.4 Procedure for acceptance of the Offer by shareholders who do not receive the Letter Of Offer.

8.4.1 In case of non-receipt of the Letter of Offer, the eligible persons may send their consent to the Registrar to theOffer, on a plain paper stating the Name, Address, No. of Shares held, Distinctive Nos., Folio No., No of shares offered,along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of theOffer, i.e. 21st January, 2003. The equity shareholders of JFIL, who wish to avail of and accept the Offer can deliverthe Form of Acceptance cum Acknowledgement with all the relevant documents to the Registrar to the Offer atthe collection centres.

Eligible persons can download a copy of the Letter of Offer, Form of Acceptance cum Acknowledgement and Formof Withdrawal, which is placed on SEBI’s website at http://www.sebi.gov.in/ and send in their acceptance by fillingthe same. Such shareholders must send a covering letter alongwith the above mentioned details stating theacceptance of the Offer on the terms and conditions set out in the Letter of Offer.

8.5 Payment of consideration

8.5.1 The payment for consideration to those shareholders whose equity share certificates are and/or other documentsare found valid and in order by the Acquirer, will be through a crossed account payee cheque/demand draft/ payorder. The intimation regarding the acquisition (in part or full) or rejection of shares tendered by the shareholdersin acceptance of this Offer and the corresponding payment for the acquired shares and/or share Certificates for therejected shares will be despatched to the shareholders by registered post or by ordinary post as the case may beat the shareholder’s sole risk.

Note : Despatches involving payment of value in excess of Rs. 1500/- will be made by registered post at theshareholder’s sole risk. All other despatches will be made by ordinary post at the shareholder’s sole risk.

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8.5.2 All the cheques/demand drafts will be drawn in the name of the first holder, in case of joint holders. In case ofunregistered owner 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 Acknowledgement forincorporation in the cheque/demand draft.

8.5.3 The last date of payment is 20th February, 2003, however for any payment of consideration is made beyond 13thFebruary, 2003, the acquirer shall pay an interest @ 10% p.a. on the consideration for the period starting from 14thFebruary, 2003 till actual date of payment.

8.6 The Registrars to the Offer will hold in trust the Shares/Share certificates, Form of Acceptance cumAcknowledgement, if any, and the transfer form/s on behalf of the shareholders of JFIL who have accepted the Offer,till the cheques/ drafts for the consideration and/or the unaccepted shares/share certificates are dispatched/returned.

8.7 Procedure for withdrawing of acceptance tendered

8.7.1 The shareholders who are desirous of withdrawing their acceptance tendered in the offer, can do so up to threeworking days prior to the date of closure of the offer i.e. 16th January, 2003. The withdrawal option can be exercisedby submitting the following documents so as to reach the Registrar to the Offer on or before 16th January, 2003

a. Duly signed and completed Form of Withdrawal

b. Copy of the submitted Form of Acceptance cum Acknowledgment/plain paper application and theacknowledgment slip.

c. In case of partial withdrawal of physical shares, valid share transfer form(s) duly signed as transferors by allregistered shareholders (in case of joint holdings) in the same order and as per the specimen signaturesregistered with JFIL and duly witnessed at the appropriate places for the shares which are not withdrawn.

8.7.2 The withdrawn shares would be returned to the shareholders by registered post.

8.7.3 In case of non receipt of the Form of Withdrawal, the withdrawal option can be exercised by making an applicationon plain paper mentioning the details such as Name, Address, number of shares, distinctive numbers, Folio number,number of shares tendered/ withdrawn.

Alternatively, shareholders can download the Form of Withdrawal placed on SEBI’s website at http://www.sebi.gov.in/ and send their withdrawal by filling the same.

9. DOCUMENTS FOR INSPECTION

Copies of the following Material documents shall be available during the Offer period for inspection at the Office of theManager to the Offer at the address mentioned elsewhere in the Offer Document from 10.00 a.m. to 1.00 p.m. and 2.00p.m. to 4.00 p.m. on any working day.

1. Certificate from M/s Krishna Rao & Co., Chartered Accountants, dated 19/10/2002 certifying the networth of Mr. R.B. Barwale and that the Acquirer has adequate resources to fulfill the obligations under this offer.

2. Annual Reports of JFIL for the year ended 31.3.2002, 31.3.2001 and 31.3.2000 and certified results for the quarterended 30th June 2002.

3. A letter from Syndicate Bank confirming the amount kept in the Escrow Account Offer, authorising Manager to theoffer to realise the value of the Escrow Account.

4. Copy of the letter received from The Stock Exchange Mumbai, addressed to John Fowler (India) Ltd. stating that thepromoters of the company to make public offer in terms of SEBI (Substantial Acquisition of shares and Takeovers)Regulations, 1997.

5. Published copy of the Public Announcement which appeared on 24th October,2002 and copy of Corrigendum PublicAnnouncement which appeared on 4th December, 2002.

6. Annual Reports of Gangabishan Bhikulal Investment and Trading Ltd., Chittoda Investment and Trading Pvt. Ltd. ,Sarkara Investment and Trading Pvt. Ltd., ,Dudhna Investment and Trading Pvt. Ltd. , Akshnishit Investment andTrading Pvt. Ltd., Ghanewadi Investment and Trading Pvt. Ltd., Neemuch Investment and Trading Pvt. Ltd., NidhonaInvestment and Trading Pvt. Ltd. for the year ended 31.3.2002, 31.3.2001 and 31.3.2000 and certified results for thequarter ended 30th June 2002 .

7. Certificate of Incorporation, Memorandum and Articles of Association of Gangabishan Bhikulal Investment andTrading Ltd., Chittoda Investment and Trading Pvt. Ltd. , Sarkara Investment and Trading Pvt. Ltd., ,DudhnaInvestment and trading Pvt. Ltd. , Akshnishit Investment and Trading Pvt. Ltd., Ghanewadi Investment and TradingPvt. Ltd., Neemuch Investment and Trading Pvt. Ltd., Nidhona Investment and Trading Pvt. Ltd.

8. Copy of SEBI letter TO/AG/23175/02 dated November 27, 2002.

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10. DECLARATION BY THE ACQUIRER

1. The Acquirer, Mr. R. B. Barwale accepts full responsibility for the information contained in this Letter of Offer, Formof Acceptance cum Acknowledgement and Form of Withdrawal and also for the obligations of the Acquirer and thedeemed Persons Acting in Concert as laid down in the Regulations and subsequent amendments made thereto.

2. The Acquirer is solely responsible for ensuring compliance with the Regulations.

3. All information contained in this document is as on the date of Public announcement unless stated otherwise.

R. B. Barwale

Place : MumbaiDate : December 10, 2002

Enclosures :

a. Form of Acceptance cum Acknowledgement.

b. Transfer Deed(s)

c. Form of Withdrawal

LETTER OF OFFER - sebi.gov.in · John Fowler (India) Ltd., please hand over this Letter Of Offer...

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Transcript of LETTER OF OFFER - sebi.gov.in · John Fowler (India) Ltd., please hand over this Letter Of Offer...