dr.agarwal’s eye hospital limited (the “target … · acquirers dr.j.agarwal,...
TRANSCRIPT
REGISTRAR TO THE OFFERMERCHANT BANKER TO THE OFFER
Karvy Investor Services Limited
“Karvy House”, 46, Avenue 4,
Street No.1,Banjara Hills, Hyderabad - 500 034
Tel: +91 40 2337 4714/2332 0752,
Fax: +91 40 2337 4714
e-mail: [email protected].
Website: www.karvy.com
Contact Person: Mr.T.R.Prashanth Kumar
LETTER OF OFFER (“Letter of Offer”/ “LOO”)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is sent to you as Equity Shareholder(s) of Dr.Agarwal’s Eye Hospital Limited. If you require any clarifications
about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer or Registrars
to the Offer. In case, you have sold your Equity Shares in Dr.Agarwal’s Eye Hospital Limited, please hand over this Letter of
Offer, the accompanying Form of Acceptance-cum-Acknowledgement, Form of Withdrawal and Transfer Deed to the purchaser
of the Equity Shares or the member of stock exchange through whom the said sale was effected.
CASH OFFER BY
Dr.J.Agarwal, Dr.(Mrs).T.Agarwal, Dr.Athiya Agarwal, Dr.Adil Agarwal, Dr.Anosh Agarwal
(“THE ACQUIRERS”)
all of whom reside at 19, Cathedral Road, Chennai-600086 Tel No: +91 44 28113704
and Persons acting in concert with them
Dr. Agarwal’s Eye Institute Private Limited, Dr. Sunita Agarwal, Dr. Ashvin Agarwal; Mr. Ashar Agarwal, Mrs. Saroj Bala,
Dr. R R Sasikanth, Mr. Pankaj Sondhi and Dr. Amar Agarwal
to the existing shareholders of
DR.AGARWAL’S EYE HOSPITAL LIMITED (THE “TARGET COMPANY”/ “ DAEHL”)Registered Office: 19, ( Old No.13) Cathedral Road, Chennai-600086,
Tel No.:+91-44-28116233,28112592 Fax No: +91-44-28115871.to acquire upto 9,00,000 equity shares of Rs.10/- each representing 20% of the outstanding voting equity share capital at a price of Rs..43.10per fully paid up equity share payable in cash in terms of Regulation 20 and Regulation 21 of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeover) Regulations, 1997 and subsequent amendments thereto.
The Offer is being made pursuant to Regulation 11(1) of the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.
The Offer is subject to the Acquirers and PACs obtaining approval from the RBI under Foreign Exchange Management
Act, 2000 for acquiring equity shares tendered by non-resident shareholders including NRI(s), OCB(s) and FII(s).
As on the date of this Letter of Offer, there are no other approvals, statutory or otherwise required under the Companies
Act, 1956, Monopolies and Restrictive Trade Practices Act, 1969 and or any other applicable laws and from any bank/
financial institutions for the said acquisition required to implement this Offer.
Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement/
Letter of Offer, can withdraw the same up to three working days (i.e, Thursday, 19 April 2007) prior to the date of the
closure of the offer (i.e., Tuesday, 24 April, 2007). The Acquirers are permitted to revise the Offer Price of Equity Shares
upward any time up to seven working days prior to the date of the closing of the Offer. If there is any upward revision in
the Offer Price of Equity Shares by the Acquirers till the last date of revision viz., Friday,13 April, 2007 or in case of
withdrawal of the Offer, the same would be informed by way of a Public Announcement in the newspapers mentioned
in Clause 3.2.5 of this Letter of Offer and the same revised price would be payable by the Acquirers to all shareholders
who tendered their Equity Shares at any time during the Offer and which are accepted by the Acquirers under the Offer.
The Offer is not subject to minimum level of acceptance.
The procedure for acceptance is set out in clause 12 of this Letter of Offer
There has been no competitive bid in respect of this Open Offer announced by the Acquirers till the date of this
Letter of Offer.
The Public Announcement, this Letter of Offer (including Form of Acceptance-cum-Acknowledgement and Form of Withdrawal)
are available on SEBI’s website (www.sebi.gov.in).
Integrated Enterprises (India) Ltd
II nd Floor, ‘Kences Towers’
No.1, Ramakrishna Street,
North Usman Road,
T.Nagar, Chennai-600017.
Tel: +91-44-28140801-03 Fax: 28142479
e-mail: [email protected]
Contact Person: Mr Suresh Babu
OFFER OPENS ON: Thursday, 5 April 2007 OFFER CLOSES ON: Tuesday, 24 April 2007
2
SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER
ACTIVITY ORIGINAL SCHEDULE REVISED SCHEDULE
Public Announcement (PA) Thursday, 15 February, 2007 Not applicable
Specified Date (for the purpose of determining Friday, 09 March, 2007 Friday, 09 March, 2007
the names of shareholders to whom the Letter of
Offer would be sent)
Last date for a Competitive Bid Thursday, 8 March, 2007 Thursday, 8 March, 2007
Date by which Letter of Offer will be Friday, 30 March, 2007 Friday, 30 March, 2007
posted to shareholders
Date of Opening of the Offer Monday, 09 April, 2007 Thursday, 5 April 2007
Last date for revising the Offer Price Wednesday, 18 April, 2007 Friday, 13 April 2007
Last date of withdrawal of tendered Tuesday, 24 April, 2007 Thursday, 19 April 2007
application by the shareholders of DAEHL
Date of Closing of the Offer Saturday, 28 April, 2007 Tuesday, 24 April 2007
Date by which acceptance/rejection under the Offer Saturday, 12 May, 2007 Tuesday, 08 May 2007
would be intimated and the corresponding payment
for the acquired Equity Shares and/or the unaccepted
Equity Shares/Share Certificate(s) will be
dispatched /credited
RISK FACTORS
Relating to the transaction
The transaction is a preferential allotment of shares to the Acquirers. These shares are still in the process of being listed on
BSE & MSE Other than this there is no other risk with the transaction.
Relating to the proposed offer
1. Transfer of equity shares received from NRI shareholders under the offer is subject to receipt of RBI approval for the
same.
2. If the aggregate of the valid responses to the offer exceeds offer size, then the Acquirers shall accept the valid applications
received on a proportionate basis in accordance with Regulation 21(6) of the Regulations.
In associating with the Acquirers
The Acquirers are the promoters of the Company and as such there is no change in control.
CONTENTS
Sr. No. Description Page No.
1 Definitions & Risk Factors 2 - 3
2 Disclaimer Clause 4
3 Details of the Offer 4
4 Rationale for the Acquisition and Offer 5
5 Background of the Acquirers 5
6 Statutory /Other Approvals required for the Offer 10
7 Option to the Acquirer in terms of Regulation 21(3) 10
8 Background of the Target Company 10
9 Offer Price 20
10 Financial Arrangement for the Offer 22
11 Terms and Conditions of the Offer 23
12 Procedure for Acceptance and Settlement of the Offer 24
13 General 26
14 Documents For Inspection 27
15 Declaration by the Acquirers 28
3
1. DEFINITIONS
Acquirers Dr.J.Agarwal, Dr.(Mrs).T.Agarwal,Dr.Athiya Agarwal, Dr.Adil Agarwal,Dr.Anosh Agarwal
Board Board of Directors
BSE The Bombay Stock Exchange Limited
BV Book Value
CDSL Central Depository Services (India) Ltd.
DP or Depository Participant Integrated Enterprises (India) Ltd
DOMS Diploma In Ophthalmology, Master In Surgery
EPS Earning per share
FEMA The Foreign Exchange Management Act, 2000, and subsequentamendments thereof.
FII(s) Foreign Institutional Investors registered with SEBI
FOA or Form of Acceptance Form of Acceptance-cum-Acknowledgement accompanying this Letter ofOffer
FICS Fellow Of The International College Of Surgeons
F.O.R.C.E Federation Of Ophthalmic Research & Education Centre
F.R.S.H Fellow of the Royal Society of Health
FOW or Form of Withdrawal Form of Withdrawal accompanying this Letter of Offer
FY Financial Year
Ltd. Limited
Letter of Offer/LOO This Letter of Offer
Manager or Manager to the Offer or Karvy Karvy Investor Services Limited
MBBS Bachelor of Science Bachelor of Medicine
M.D Doctor of Medicine
MSE Madras Stock Exchange Limited
NRI(s) Non-Resident Indians
Non-Resident Shareholders NRIs’, OCBs’ and FIIs’ holding the Equity Shares of DAEHL
NSDL National Securities Depository Limited
OCB(s) Overseas Corporate Bodies
Offer or Open Offer Open Offer to acquire 9,00,000 equity shares of Rs. 10/- each representing20% of the outstanding voting equity share capital of DAEHL at a price ofRs.43.10 per share
Offer Period From Thursday 05, April, 2007 to Tuesday, 24 April, 2007
Offer Price Rs.43.10 per fully paid up Equity Share Rs.10 each of DAEHL
PACs Dr. Agarwal’s Eye Institute Private Limited, Dr. Sunita Agarwal, Dr. AshvinAgarwal; Mr. Ashar Agarwal, Mrs. Saroj Bala, Dr. R R Sasikanth, Mr. PankajSondhi and Dr. Amar Agarwal
Person eligible to participate in the Offer Equity shareholders of DAEHL (other than the Acquirers and PACs) whosenames appear on the Register of Members of DAEHL at the close of thebusiness hours on Friday, 09 March, 2007 (the “Specified Date”) and alsoto those persons who own the shares at any time prior to the closure of theOffer, but are not the registered equity shareholders
Pvt. Private
Public Announcement or PA Public Announcement for the Open Offer issued on behalf of the Acquirerson Thursday, 15 February, 2007
Registrars or Registrars to the Offer/ IEL Integrated Enterprises (India) Ltd
RBI Reserve Bank of India
RoNW Return on Net Worth
The Regulations/SEBI (SAST) Regulations SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997and subsequent amendments thereof.
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992, and subsequentamendments thereof.
Specified Date Friday, 09 March, 2007
DAEHL/Target Company/the Company Dr. Agarwal’s Eye Hospital Limited
4
2. 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
DAEHL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS, OR THE COMPANY WHOSE
EQUITY 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 THE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND
DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIR
RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, KARVY INVESTOR SERVICES
LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 20 FEBRUARY, 2007 TO SEBI IN
ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS
1997 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT,
HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.
3 DETAILS OF THE OFFER
3.1 Background to the offer
3.1.1 This offer is being made to the equity shareholders of the Dr.Agarwal’s Eye Hospital Limited (hereinafter
referred to as “Target Company”/” DAEHL”) by Dr.J.Agarwal, Dr.(Mrs) T.Agarwal, Dr.Athiya Agarwal, Dr.Adil Agarwal,
Dr.Anosh Agarwal (hereinafter referred to as “Acquirers”) and Persons Acting in Concert with the Acquirers namely
Dr. Agarwal’s Eye Institute Private Limited, Dr. Sunita Agarwal, Dr. Ashvin Agarwal; Mr. Ashar Agarwal, Mrs. Saroj
Bala, Dr. R R Sasikanth, Mr. Pankaj Sondhi and Dr. Amar Agarwal. The Acquirers and PACs hold 25,93,788 equity
shares representing 57.64% of the post preferential fully paid up voting equity share capital of DAEHL as on the
date of the PA. The Acquirers also form part of the promoters of DAEHL.
3.1.2 The Board of Directors of the Target Company has issued and allotted on preferential basis 12,50,000 fully
paid-up equity shares of Rs. 10/- each of the Target Company representing 27.78% of the post preferential fully
paid-up voting equity share capital of the Target Company for cash at a price of Rs.42.88/-per share including
premium of Rs.32.88/- aggregating to Rs.5,36,00,000/-(“Preferential Issue”) to the Acquirers in accordance with the
Guidelines for Preferential Issues of SEBI (Disclosure and Investor Protection) Guidelines, 2000 and the subsequent
amendments thereto (“Guidelines”).
The Preferential Issue has been duly authorised by a resolution passed by the Board of Directors of the Target
Company at its meeting held on 27 December, 2006 and by a special resolution under section 81(1A) of the Companies
Act, 1956 and other applicable provisions, passed by the shareholders of the Target Company at the Extraordinary
General Meeting (“EGM”) of the shareholders of the Target Company held on 27 January, 2007 authorising the
Board of Directors of the Target Company to issue and allot the above equity shares. Pursuant to the subscription
money received from the Acquirers, the Board of Directors of the Target Company allotted 12,50,000 fully paid-up
equity shares representing 27.78% of the post preferential fully paid up voting equity share capital to the Acquirers
on 10 February, 2007, The said equity shares will be subject to “lock-in” as per the Guidelines. The Company has
received in-principle approval from BSE and MSE vide letters dated 7th February 2007 and 9th February 2007
respectively for the preferential allotment.
3.1.3 The Offer to the shareholders of the Target Company is being made consequent to the Preferential Issue, by
the Acquirers, and is being made in accordance with Regulation 11(1) of the SEBI (SAST) Regulations to consolidate
their holding in DAEHL.
3.1.4 Prior to the aforementioned Preferential Issue the Acquirers held 4,72,275 Equity Shares of the Target Company
forming 14.53% of the equity share capital of the Target Company. Upon the allotment of 12,50,000 equity shares,
the Acquirers hold 17,22,275 Equity Shares forming 38.27% of the post preferential fully paid-up voting equity share
capital of the Target Company and PACs hold 8,71,513 Equity Shares representing 19.37% of the post preferential
fully paid up voting equity share capital of the Target Company..
3.1.5 As on the date of the PA, the promoters of DAEHL together hold 25,93,788 Equity Shares representing
57.64% of the post preferential fully paid-up equity capital of DAEHL.
3.1.6 The Acquirers and PACs have not acquired or sold any shares of DAEHL from the date of PA till the date of
Letter of Offer.
3.1.7 The Acquirers, PACs and the Target Company have not been prohibited by SEBI from dealing in securities, in
terms of directions under Section 11B of SEBI Act or under any of the regulations made under the SEBI Act.
5
3.2 The Offer
3.2.1 The Acquirers are making an offer to the shareholders of DAEHL to acquire 9,00,000 fully paid-up Equity
Shares of Rs. 10/- each of DAEHL (“Equity Shares”), representing 20% of the outstanding voting equity share
capital (post Preferential Issue) of DAEHL, at a price of Rs.43.10/- per fully paid-up Equity Share (the “Offer Price”)
payable in cash in terms of Regulation 20 and 21 of the Regulations (the “Offer” or “Open Offer”). The Offer is in
accordance with Regulation 11(1) of the Regulations, consequent to the Preferential Issue referred to in clause
3.1.2 above resulting in consolidation of holding by the Acquirers. There are no partly paid-up shares of DAEHL.
3.2.2 The highest and the average price at which the Acquirers have acquired equity shares of DAEHL during the 12
months preceding the date of this PA (other than through preferential issue as stated above) are Rs 41 and Rs 35.49
respectively.
3.2.3 The Offer is not conditional on any minimum level of acceptance.
3.2.4 This is not a Competitive Bid.
3.2.5 The PA, dated 15 February, 2007 as per Regulation 15(1) of the Regulations, was made in the following
newspapers:
Newspaper Language Edition
Financial Express English All Editions
Janasatta Hindi All Editions
Makkal Kural Tamil All Editions
A copy of the PA is also available on SEBI’s website (www.sebi.gov.in).
If there is any upward revision in the Offer Price of Equity Shares by the Acquirers till the last date of revision viz.,
Friday, 13 April, 2007 or in case of withdrawal of the Offer, the same would be informed by way of a public
announcement in the newspapers in which the original PA was published on 15 February, 2007 and the same
revised price would be payable by the Acquirers to all shareholders who tendered their Equity Shares at any time
during the Offer and which are accepted by the Acquirers under the Offer.
The Offer is subject to the terms and condition set out herein in the Letter of Offer.
This Offer is subject to receipt of the statutory approvals mentioned in clause 6 of this LOO. In terms of Regulation
27 of the Regulations, if the statutory approvals are refused, the Offer would stand withdrawn.
3.2.6 The Equity Shares tendered and accepted pursuant to the Offer will be acquired by the Acquirers. The Equity
Shares will be acquired by the Acquirers free from all liens, charges and encumbrances and together with all rights
attached thereto, including the right to all dividends, bonus and rights offer declared hereafter.
3.2.7 As on the date of the LOO, the Manager to the Offer does not hold any shares in the Target Company.
4. RATIONALE FOR THE ACQUISITION AND OFFER
4.1 Presently the Acquirers are in the management control of DAEHL and this Offer to the shareholders of DAEHL is
being made pursuant to Regulation 11(1) of the Regulations consequent to the Preferential Issue of equity shares to
the Acquirers as explained in clause 3.1.2 above resulting in consolidation of holding in DAEHL. DAEHL after
setting up operations successfully in Tamil Nadu and Jaipur, is embarking on an expansion program to increase its
network of hospitals in and around Chennai besides upgradation and renovation of its flagship facility at Chennai.
The proceeds of the preferential issue is to be used to fund these plans and to augment the long term working
capital of the company.
4.2 To the extent required and to optimize the value to all shareholders, the Acquirers may, subject to applicable
shareholders’ consent, propose any compromise or arrangement, reconstruction, restructuring, merger, rationalizing
and/or streamlining of various operations, assets, liabilities, investments, businesses or otherwise of DAEHL. The
Board of Directors of DAEHL will take appropriate decisions in these matters. The Acquirers do not have any plan to
dispose off or otherwise encumber any asset of DAEHL in the next two years except in the ordinary course of
business of DAEHL and except to the extent mentioned above. However, the Acquirers undertake that they shall not
sell, dispose off or otherwise encumber any substantial assets of DAEHL except with the prior approval of the
shareholders ofDAEHL and in accordance with and subject to applicable laws, permissions, consents, if any.
5. BACKGROUND OF THE ACQUIRERS
5.1. Dr J. Agarwal, aged 77 years, FICS, DOMS, F.O.R.C.E, residing at New 19, Cathedral Road, Chennai-600086,
Tel No: 044-28113704, is an Ophthalmologist and eye surgeon. He has about five decades of experience in the field
of Ophthalmology. He is the Chairman of DAEHL and has been on its the Board of Directors since inception in 1994.
He is a pioneer in propagating eye donation in India. He was awarded the Padma Bhushan award in 2006 for his
contribution to the field of medicine. He has presented papers in various conferences.
6
Prior to the Preferential issue as mentioned in clause 3.1.2 he held 1,58,900 Equity Shares of Rs.10/- each
representing 4.89% of the total paid up share capital of DAEHL. After the preferential issue he holds 3,15,150 Equity
Shares of Rs.10/- each representing 7.00% of the total paid up share capital of DAEHL.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide
certificate dated 27 March, 2007 that the networth of Dr J. Agarwal as on 15 February, 2007 was Rs.302.16 lakhs.
Other than DAEHL he is a member of the Board of the following unlisted companies: Dr.Agarwal’s Pharma Ltd,
Dr.Agarwal’s Eye Institute P Ltd., and Maya Furniture P Ltd.
5.2 Dr (Mrs) T Agarwal, FICS, DO, F.O.R.C.E, aged 75 years, residing at 19, Cathedral Road, Chennai-600086 Tel No:
044-28113704, has about five decades of experience in the field of ophthalmology. She has been on the Board of
Directors of DAEHL since inception in 1994. She along with her husband Dr J. Agarwal has authored two books
namely “Vitreous Surgery” and “Care of Eyes”. She has presented papers in National and International conferences.
Prior to the Preferential issue as mentioned in clause 3.1.2 she held 1,59,700 Equity Shares of Rs.10/- each
representing 4.91% of the total paid up share capital of DAEHL. After the preferential issue she holds 3,15,950
Equity Shares of Rs.10/- each representing 7.02% of the total paid up share capital of DAEHL.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide
certificate dated 27 March, 2007 that the net worth of Dr (Mrs) T Agarwal as on 15 February, 2007 was Rs.285.22
lakhs.
Other than DAEHL she is a member of the Board of the following unlisted companies: Dr.Agarwal’s Pharma Ltd,
Dr.Agarwal’s Eye Institute P Ltd., and Maya Furniture P Ltd.
5.3 Dr Athiya Agarwal, MD (PATH), F.R.S.H, LONDON, D.O aged 52 years, residing at 19, Cathedral Road, Chennai-
600086 Tel No: 044-28113704, is one of the leading anterior segments surgeon and ocular pathologists in India.
She has about three decades of experience. She was trained in the Moorfields Eye Hospital in London. She has
presented papers in various national and international conferences. She is involved in the activities of the All India
Ophthalmologic Society and conducts instruction courses.
Prior to the Preferential issue as mentioned in clause 3.1.2 she held 37,400 Equity Shares of Rs.10/- each representing
1.15% of the total paid up share capital of DAEHL. After the preferential issue She holds 3,49,900 Equity Shares of
Rs.10/- each representing 7.78% of the total paid up share capital of DAEHL.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide
certificate dated 27 March, 2007 that the networth of Dr Athiya Agarwal as on 15 February, 2007 was Rs.257.83
lakhs.
Other than DAEHL she is a member of the Board of the following unlisted companies: Dr.Agarwal’s Pharma Ltd,
and Dr.Agarwal’s Eye Institute P Ltd.
5.4 Dr Adil Agarwal, MBBS, aged 24 years, residing at 19, Cathedral Road, Chennai-600086 Tel No: 044-28113704,
has about one year’s experience in the medical field. He has been on the Board of the Company since 28 March,
2005 and has been contributing to the Company by his knowledge in the medical field.
Prior to the Preferential issue as mentioned in clause 3.1.2 he held 65,175 Equity Shares of Rs.10/- each representing
2.01% of the total paid up share capital of DAEHL. After the preferential issue He holds 3,77,675 Equity Shares of
Rs.10/- each representing 8.39% of the total paid up share capital of DAEHL.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide
certificate dated 27 March, 2007 that the networth of Dr Adil Agarwal as on 15 February, 2007 was Rs.238.42 lakhs.
Other than DAEHL he is not a member of the Board of any other company.
5.5 Dr Anosh Agarwal, MBBS, aged 23 years, residing at 19, Cathedral Road, Chennai-600086 Tel No: 044-28113704
has been contributing to the company by his knowledge in medical field.
Prior to the Preferential issue as mentioned in clause 3.1.2 he held 51,100 Equity Shares of Rs.10/- each representing
1.57% of the total paid up share capital of DAEHL. After the preferential issue He holds 3,63,600 Equity Shares of
Rs.10/- each representing 8.08% of the total paid up share capital of DAEHL.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide
certificate dated 27 March, 2007 that the net worth of Dr Anosh Agarwal as on 15 February, 2007 was Rs.244.58
lakhs.
He is not a member of the Board of any Company.
5.6 Dr J. Agarwal and Dr (Mrs) T Agarwal are husband and wife and the grand parents of Dr Anosh Agarwal and Dr Adil
Agarwal. Dr Athiya Agarwal is their daughter-in-law and the mother of Dr Anosh Agarwal and Dr Adil Agarwal.
5.7 The Acquirers have not been prohibited by SEBI from dealing in securities, in terms of directions issued under
Section 11B of the SEBI Act, 1992, as amended (the “SEBI Act”) or under any other regulation made under the SEBI
Act.
7
5.8 The Acquirers have duly complied with the provisions of Chapter II of the SEBI (SAST) Regulations.
5.9 Details of earlier acquisitions made by the Acquirers who also form part of the promoters in DAEHL:
5.10 Other Companies promoted by the Acquirers are as under:
Sl. No. Name of the Acquirer Companies Promoted
1 Dr J Agarwal Dr. Agarwal’s Pharma Limited
Dr. Agarwal’s Eye Institute Private Limited
Maya Furniture Private Limited
2 Dr (Mrs.) T Agarwal Dr. Agarwal’s Pharma Limited
Dr. Agarwal’s Eye Institute Private Limited
Maya Furniture Private Limited
3 Dr Athiya Agarwal Dr. Agarwal’s Pharma Limited
Dr. Agarwal’s Eye Institute Private Limited
4 Dr Adil Agarwal Dr. Agarwal’s Pharma Limited
5 Dr Anosh Agarwal Dr. Agarwal’s Pharma Limited
5.11 Background of the Persons Acting in Concert
5.11.1. The names, addresses and phone numbers of PAC’s are given as under:-
S No Name Address Phone Number
1 Dr.Amar Agarwal 19, Cathedral Road, Gopalapuram, Chennai 86 044-28112811
Dr.Sunita Agarwal
Mr.Pankaj Sondhi
Dr.Ashvin Agarwal
Mr.Ashar Agarwal
Mrs.Saroj Bala
2 Dr.R.R.Sasikanth 17, Besant Avenue Salai, Adyar, Chennai - 20 9841012469
3 Dr.Agarwal’s Eye Institute P Ltd. 19, Cathedral Road, Gopalapuram, Chennai - 86 044-28112959
Dr.Amar Agarwal is the son of Dr.J.Agarwal.
Dr.Sunita Agarwal is the daughter of Dr.J.Agarwal
Mr.Pankaj Sondhi is the son-in-law of Dr.J.Agarwal
Dr.Ashvin Agarwal & Mr.Ashar Agarwal are the grandsons of Dr.J.Agarwal
Mrs.Saroj Bala is the Sister-in-law of Dr.J.Agarwal
Dr.R.R.Sasikanth is the Director of Dr.Agarwal’s Eye Hospital Ltd
Dr.Agarwal’s Eye Institute P Ltd. is private limited company in which the core promoters of Dr.Agarwal’s Eye Hospital Ltd.,
are directors.
5.11.2 Shares held by the PACs are as under:-
S.No Name of the PAC Shares held
1 Dr.Amar Agarwal 153813
2 Dr.Sunita Agarwal 145700
3 Mr.Pankaj Sondhi 100
4 Dr.Ashvin Agarwal 51100
5 Mr.Ashar Agarwal 51300
6 Mrs.Saroj Bala 15700
7 Dr.Sasikanth 2000
8 Dr.Agarwal’s Eye Institute P Ltd 451800
5.11.3 The PAC’s have not entered into any agreement with regard to the offer / acquisition of shares.
8
5.11.4. The Principal areas of business and relevant experience of the PACs:
5.11.4a. Dr.Amar Agarwal aged 47 years is a MS, FRCS, FC(OPTHLON) and specializes in Vitreo retinal surgery. And is anOphthalmologist by profession. He is the joint-managing Director of Dr.Agarwal‘s Eye Hospital Limited.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr Amar Agarwal as on 15 February, 2007 was Rs.190.04 lakhs.
5.11.4b. Dr.Sunita Agarwal aged 47 years is MBBS, DO, M.S.,F.S.V.H., F.R.S.H. She is an Ophthalmologist by profession formore than two decades.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr Sunitha Agarwal as on 15 February, 2007 was Rs.71.28 lakhs.
5.11.4c. Mr.Pankaj Sondhi, B.A aged 37 years is a Bachelor in Arts.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Mr Pankaj Sondhi as on 15 February, 2007 was Rs.0.28 lakhs.
5.11.4d. Dr.Ashvin Agarwal aged 24 years is MBBS and a Profession by Doctor who is also currently pursuing MS.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr. Ashvin Agarwal as on 15 February, 2007 was Rs.27.21 lakhs.
5.11.4e. Mr.Ashar Agarwal aged 22 years is currently pursuing MBBS.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr.Ashar Agarwal as on 15 February, 2007 was Rs.24.82 lakhs.
5.11.4f. Mrs.Saroj Bala aged 63 years is a housewife.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Mrs.Saroj Bala as on 15 February, 2007 was Rs.10.05 lakhs.
5.11.4g. Dr.R.R.Sasikanth aged 50 years is a Doctor by Profession.
Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate dated27 March, 2007 that the networth of Dr. Sasikanth as on 15 February, 2007 was Rs.2.94 lakhs.
5.11.5. The PAC’s have complied with the applicable provision of Chapter II of SEBI (SAST) Regulations within the timespecified.
5.11.6. None of the PACs hold directorship in any Listed Companies except that Dr. Amar Agarwal is Joint Managing Directorand Dr.R.R.Sasikanth is a Director in Dr.Agarwal’s Eye Hospital Ltd.
5.11.7. Dr.Agarwal’s Eye Institute P Ltd
5.11.7a. Dr.Agarwal’s Eye Institute P Ltd., 19, Cathedral Road, Chennai - 600 086, Tel No. +91 - 44 - 28112959 was incorporatedon 20th July 1977. The Company is involved in business relating to Scientific research & experiments. Its Promoters areDr.J.Agarwal, Dr.Mrs.T.Agarwal, Dr.Sunita Agarwal, Dr.Amar Agarwal, & Dr.Athiya Agarwal.
5.11.7b. Dr.Agarwal’s Eye Institute P Ltd has not entered into any agreement with the Acquirers or PAC’s for acquisition of theshares of the Target Company.
5.11.7c. The Applicable provisions of Chapter II of the SEBI Takeover Regulations have been complied with by Dr.Agarwal’s EyeInstitute P Ltd.
5.11.7d. Mr.S.Neelakantan of M.K.Dandeker & Co. Chartered Accountants (Membership No. 018961) has certified vide certificate
dated 27 March, 2007 that the networth of the company as on 15 February, 2007 was Rs.68.65 lakhs.
5.11.7e. Details of Board of Directors of Dr.Agarwal’s Eye Institute P Ltd are as under:-
S No Name Date of Appointment Address Experience & Qualification
1 Dr.J.Agarwal 20.07.1977 19, Cathedral Road, FICS, DOMS, FORCE.
Gopalapuram, Chennai - 86 Ophthalmologist with five decades
of experience in the field
2 Dr.Mrs.T.Agarwal 20.07.1977 -- do -- FICS, DO, FORCE & a pioneer in
India in Refractory Surgery & an
Ophthalmologist by Profession
3 Dr.Amar Agarwal 20.07.1977 -- do -- MS, FRCS, FC(Opthlon) &
specializes in Vitreo retinal surgery
4 Dr.Sunita Agarwal 20.07.1977 -- do -- MBBS,DO,M.S.,F.S.V.H., F.R.S.H.
Ophthalmologist by profession for
more than two decades.
5 Dr.Athiya Agarwal 20.07.1977 -- do -- MD(Path), FRSH - London DO. An
Ophthalmologist with 3 decades of
experience
9
5.11.7f. Financials of Dr.Agarwal’s Eye Institute Pvt Ltd
The audited financial highlights of Dr. Agarwal’s Eye Institute Pvt. Ltd. for the last 3 years and the unaudited financials for the
nine months ended 31st December, 2006 as certified by Mr. S. Neelakantan of M.K. Dandeker & Co., Chartered Accountants
(membership No. 018961) vide their certificate date 15 February 2007, are as below
(Rs. In Lakhs)
P & L Statement Audited Unaudited
2003-04 2004-05 2005-06 31-12-06
Income from operations 5.42 5.42 5.42 0.00
Other Income 1.07 0.19 0.20 5.46
Total Income 6.49 5.61 5.62 5.46
Total expenditure 0.07 0.15 0.03 0.10
Profit before depreciation, interest and Tax 6.42 5.46 5.59 5.36
Depreciation 0.00 0.00 0.00 0.00
Interest 0.00 0.00 0.00 0.00
Profit before Tax 6.42 5.46 5.59 5.36
Provision for Tax 0.40 0.13 1.88 1.78
Profit after Tax 6.02 5.33 3.71 3.58
Balance Sheet Statement Audited Unaudited
2003-04 2004-05 2005-06 31-12-06
Sources of Funds
Paid up share capital 1.00 1.00 1.00 1.00
Reserves and Surplus (Excluding revaluation reserves) 54.87 60.19 64.03 67.65
Net worth 55.87 61.19 65.03 68.65
Secured Loans 0.00 0.00 0.00 0.00
Un-secured Loans 11.91 7.90 0.60 3.19
Total 67.78 69.09 65.63 71.84
Uses of Funds
Net fixed assets 0.00 0.00 0.00 0.00
Investments 55.18 55.18 55.18 55.18
Net current assets 12.60 13.91 10.45 16.66
Total misc. expenditure not written off. 0.00 0.00 0.00 0.00
Total 67.78 69.09 65.63 71.84
Other financial data Audited Unaudited
2003-04 2004-05 2005-06 31-12-06
Dividend % Nil Nil Nil Nil
Earnings per share 60.20 53.24 37.20 35.80
Return on net worth 10.77% 8.70% 5.70% 5.21%
Book value per share 55.87 61.19 65.03 68.65
5.11.7g. There is no major contingent liability as on 31st March, 2006
5.11.7h.The significant accounting policies of the Company are as under.
� Dividend income has been accounted on cash basis
� Interest income has been accounted on mercantile basis.
� Investment is valued at cost.
� There are no fixed assets.
10
5.11.7i. Dr. Agarwal’s Eye Institute Pvt Ltd. is not listed on any Stock Exchanges.
Since the SEBI (SAST) Regulations, 1997 came into effect:
Dr J Agarwal: There has been no change in his shareholding of 1,58,900 shares.
Dr Mrs T Agarwal: She purchased 800 shares during the period August - November 2006, taking her shareholding to 1,59,700
shares.
Dr Athiya Agarwal: There has been no change in the share holding of 37400 shares
Dr Adil Agarwal: He acquired 12,475 shares in the FY2003-04 and 1000 shares in the FY2004-05 taking his total shareholding
to 65,175 shares.
Dr Anosh Agarwal: He acquired 200 shares in the FY 1999-2000 and 1300 shares during the FY 2000-01 taking his shareholding
to 51,100 shares.
6. STATUTORY/OTHER APPROVALS REQUIRED FOR THE OFFER
6.1 The Offer is subject to receipt of the permission from Reserve Bank of India (RBI) under Foreign Exchange
Management Act 1999 (FEMA) to acquire Equity Shares tendered by Non Resident Shareholders, Non Resident
Indian (“NRI”), Overseas Corporate Bodies (“OCB”) and Foreign Institutional Investors registered with SEBI (“FIIs”)
shareholders (jointly referred to as “Non- Resident Shareholders”) in this Offer. The Acquirers will make necessary
applications for the requisite approvals at an appropriate time.
6.2 As of the date of this Letter of Offer, to the best of the knowledge of the Acquirers there are no other statutory
approvals required to acquire the Equity Shares tendered pursuant to this Offer. If any other statutory approval
becomes applicable prior to the completion of the Offer, the Offer would be subject to such statutory approvals. The
Acquirers will not proceed with the Offer in the event that such statutory approvals are not obtained in terms of
Regulation 27 of the SEBI (SAST) Regulations.
6.3 In case of delay in receipt of any approval, SEBI has the power to grant an extension of the time required for
payment under the Offer provided that the Acquirers agree to pay interest in accordance with Regulation 22(12) of
the SEBI (SAST) Regulations. Further, if delay occurs on account of willful default by the Acquirers in obtaining the
requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also become applicable.
6.4 In case, RBI’s approval for acquisition of Equity Shares from Non-Resident shareholders is unduly delayed, the
Acquirers reserve the right to proceed with the payment to the resident shareholders whose Equity Shares have
been accepted by the Acquirers in terms of the Offer, pending payment to Non-Resident shareholders subject to the
payment instruments payable to Non-Resident shareholders being kept in the safe custody with the Registrars to
the Offer.
7. OPTION TO THE ACQUIRER IN TERMS OF REGULATION 21(2).
As this offer (assuming full acceptance), would result in the public shareholding falling below 25% of the voting capital of
DAEHL the Acquirers in terms of the Regulation 21(2) of the Regulations undertake to comply with the provisions of
Clause 40(A)(vi) and (vii) of the listing agreement with the Stock Exchange.
8. BACKGROUND OF THE TARGET COMPANY
8.1 DAEHL, incorporated as Dr Agarwal’s Eye Hospital Ltd on 22 April, 1994 obtained its certificate of commencement
of business on 12 July, 1994. It has its Registered office at 19, (Old No.13) Cathedral Road, Chennai-600086, Tel
No.:+91-44-28116233,28112592 Fax No: +91-44-28115871. The main promoters of DAEHL, Dr J Agarwal and his
family have been in the business of providing total eye care services for the past five decades and have a track
record of successfully running DAEHL. DAEHL came out with its Initial Public Offer (IPO) in January, 1995. DAEHL,
which has been involved in the field of ophthalmic care, has kept abreast with its advances globally and has many
firsts to its credit. It is also engaged in conducting continuous training and research and development programs and
has over a period, developed an eminent team of Ophthalmic specialists and surgeons. It has five facilities in
Chennai, Tamil Nadu and one each in Kanchipuram, Tamil Nadu and Jaipur, Rajasthan. Its specialized treatments
include “Phakonit” Cataract Surgery, “Micro Phakonit”, “Zyoptix” treatment for correction of Myopia, Hypermetropia
and Astigmatism and Aberropia corrective treatment. The present Directors of DAEHL are Dr J Agarwal, Dr Amar
Agarwal, Dr (Mrs) T Agarwal, Dr Athiya Agarwal, Dr Adil Agarwal, Mr.Apparao, Dr(Ms)Akther Begum, Dr Steve
Charles, Dr Jasvinder Singh Saroya, Dr Sasikanth, Ms Sudha, Mr Prabhat Toshniwal.
8.2 The authorised capital of DAEHL as on the date of the PA comprises of 50,00,000 equity shares of Rs.10/- each
aggregating to Rs.5,00,00,000/-. The issued, subscribed and paid-up share capital of DAEHL as at the date of the
11
PA pursuant to the Preferential Issue comprises of 45,00,000 fully paid-up Equity Shares of Rs. 10/- each. There are
no partly paid-up Equity Shares of DAEHL as at the date of the PA. There are no shares under lock-in period other
than those mentioned in clause 3.1.2.
8.3 All the Equity Shares of DAEHL, other than those mentioned in Clause 3.1.2, are listed on BSE and MSE. The
shares are being frequently traded on BSE and are infrequently traded on MSE
8.4 The present issued, subscribed and paid-up share capital of DAEHL as at the date of the PA pursuant to the
Preferential Issue comprises of 45,00,000 fully paid-up Equity Shares of Rs. 10/- each.
8.5 Share Capital Structure as on the date of PA
Issued and paid-up Equity No. of Equity Shares % of Equity Shares/ Voting Rights
Share Capital (Face Value - Rs. 10/-)/
Voting Rights
Fully paid-up Equity Shares (a) 45,00,000 100
Partly paid-up Equity Shares (b) Nil Nil
Total Issued and paid-up Equity
Shares (a+b) 45,00,000 100
Total 45,00,000 100
8.6 The capital build-up of DAEHL since its inception is as follows:
Date of Number of Cumulative paid Mode of Identity of Status of
Allotment Shares Issued up capital (Rs.) allotment allottees compliance
(Promoters /
Ex-promoter/
Others
07.05.1994 700 700 Subscribers to the Promoters Complied
Memorandum
29.11.1994 1509300 1510000 Cash at par Promoters Complied
21.03.1995 1340000 2850000 IPO (Allotted to Indian Others Complied
Public)
12.08.1995 400000 3250000 IPO (Allotted to Global Others Complied
Presence Holding
Limited, an OCB on
receipt of RBI approval)
10.02.2007 1250000 4500000 Preferential Allotment Promoters Complied
of equity shares
8.7 The status of compliance with Chapter II of SEBI (SAST) Regulations, 1997 is as follows:
The disclosures under Regulation 8(3) of the SEBI (SAST) Regulations for 31 March for the years 2001, 2002,
2003, 2004, 2005, 2006 and 7(3) for 2007 were filed on time, and the disclosures for the record date for the years
2002, 2003 and 2004 have been filed on time. Compliance Status letters from the Madras Stock Exchange Ltd
(MSE) dated 08 September 2003 and 8 February 2007 confirms the filings of disclosures under 8(3) for the years
2002,2003,2004,2005 and 2006. However, the Company had received a letter Ref. CFD/DCR/RC/TO/23040/04
dated 16 November, 2004 from SEBI citing non compliances of Regulations 6(2), 6(4) for 1997, 8(3) for 1998, 1999,
2000, 2001 and 8(3) for Record Date for 1998, 1999, 2000, 2001 and 2002. The Company had replied vide its letter
dated 25 November, 2004, enclosing the status report on compliance from MSE and stating that it had been regularly
filing the disclosures under 8(3). A reply from the Adjudicating Officer in this matter is awaited. The Company has
requested BSE for the status on compliance vide their letter dated 29 January, 2007 for which a reply is awaited. For
the non-compliances with Chapter II of SEBI (SAST) Regulations, 1997, if any, suitable action may be initiated by
SEBI against DAEHL.
8.8 Save as stated above, no penal actions have been initiated by the Stock Exchanges against DAEHL till date. Till
date trading of shares has not been suspended on any of the Stock Exchanges where the Company’s shares are
listed.
As on the date of PA there are no outstanding convertible instruments of DAEHL.
12
8.9 DAEHL has not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B
of the SEBI Act, as amended or under any other regulation made under the SEBI Act.
8.10 As on the date of the PA, the Board of Directors of DAEHL are as below:
S.No Name and Address Experience and Qualification Date of Appointment Designation
of the Director
1. Dr J Agarwal He is the main promoter of the 22 April, 1994 Executive Chairman,
19, Cathedral Road, company. He is a FICS, DOMS, Whole time Director,
Chennai-600086 FORCE and an Ophthalmologist Promoter-Director
by profession.
2. Dr Amar Agarwal He is a MS, FRCS, FC(OPTHLON) 22 April, 1994 Jt.Managing Director,
19, Cathedral Road, and specializes in Vitreo retinal Promoter-Director
Chennai-600086 surgery. And is an Ophthalmolo-
gist by profession.
3. Dr (Mrs) T Agarwal She is one of the main promoters 22 April, 1994 Managing Director,
19, Cathedral Road, of the company. She is a FICS, Promoter-Director
Chennai-600086 DO, FORCE and a pioneer in
India in Refractory surgery and
an Ophthalmologist by profession.
4. Dr Athiya Agarwal He is an MD(Path) F.R.S.H, Lon 7 May, 1994 Wholetime Director,
19, Cathedral Road, London, D.O. and a Doctor Promoter-Director
Chennai-86 by profession.
5. Dr Adil Agarwal He is an MBBS and a Doctor 28 March 2005 Non Independent
19, Cathedral Road, by profession. Promoter-Director
Chennai - 86
6. Mr. Apparao He is a BSC, DMIT, MBA(IIMC) 29 March, 2003 Independent Director
53, Poes Garden
road, Chennai-86
7. Dr (Ms). Akther Begum She is a MSC and PHD 27 June, 1995 Independent Director
12 GAA Khan 7th (Textiles)
Street, Model School
Road, Thousand lights,
Chennai-600006
8. Dr Steve Charles He is an MD and has expertise 8 October, 1994 Independent Director
19, Cathedral Road, in ophthalmology
Chennai-600086
9. Dr Jasvinder Singh He is a Doctor by Profession. 24 June, 1995 Independent Director
Saroya, Saroya Eye
Hospital, Gumanpura,
Kota 324007
10. Dr R.R. Sasikanth He is a Doctor by Profession. 27 June, 1995 Independent Director
17, Besant Avenue
Salai, Adyar,
Chennai-600020
11. Ms Sudha She is a Contact Lens Specialist 8 October, 1994 Whole Time Director
3, Janaki Avenue, and is a B.A(Hons), Diploma in
Abiramapuram, Contact Lenses.
Chennai -600018
12 Mr.Prabhat Toshniwal He is a Businessman and is 28 March, 2005 Independent Director
267, Kilpauk garden a B.Sc.
road,
Chennai 600010
13
8.11 Merger/demerger/spin off in the last three years.
There have been no Mergers/ demergers or spin offs in DAEHL during the last three years
8.12 The audited financial highlights of DAEHL for the last three years and the audited financials for the six month period
ending 30 September, 2006; as certified by Mr.S.Neelakantan, of MK Dandekar &Co, Chartered Accountants
(Membership No. 018961), vide their report dated 3 February, 2007, are as below:
(Rs in lakhs)
P & L Statement Upto 30 September 2005-06 2004-05 2003-04
2006 Audited
Income from operations 1015.05 1322.01 1226.82 911.81
Other Income 37.69 148.15 125.18 37.03
Total Income 1052.74 1470.16 1352.00 948.84
Total expenditure 793.31 1197.35 1038.81 725.18
Profit before Depreciation,
Interest and Tax 259.43 272.81 313.19 223.66
Depreciation 71.32 163.70 152.32 97.77
Interest 5.42 7.20 6.98 7.62
Profit before Tax 182.69 101.91 153.89 118.27
Provision for Tax 74.61 61.17 51.37 38.00
Profit after Tax 108.08 40.74 102.52 80.27
Balance Sheet Statement Upto 30 September 2005-06 2004-05 2003-04
2006 Audited
Sources of Funds
Paid up share capital 325.00 325.00 325.00 325.00
Reserves and Surplus (Excluding
revaluation reserves) 266.28 163.55 150.13 95.37
Net worth 591.28 488.55 475.13 420.37
Secured Loans 156.25 178.20 225.79 73.18
Un-secured Loans 31.85 48.05 7.04 6.00
Deferred Tax Liability 31.91 31.91 58.79 54.70
TOTAL 811.29 746.71 766.75 554.25
Uses of Funds
Net fixed assets 547.94 541.09 569.31 381.15
Investments 1.28 1.28 1.28 1.28
Net current assets 240.36 178.23 161.25 133.17
Total misc. expenditure not written off. 21.71 26.11 34.91 38.65
Deferred Tax - - - -
Total 811.29 746.71 766.75 554.25
14
Other financial data Upto 30 September 2005-06 2004-05 2003-04
(Not Annualized) 2006 Audited
Dividend % - 12 12 12
Earning per share(Rs) 4.80* 1.78 3.03 2.35
Return on net worth (%) 18.98 8.81 23.29 21.03
Book value per share(Rs) 17.53 14.23 13.55 11.75
* Annualized and on enhanced post preferential issue Equity Capital
8.13 The reasons for rise or fall in Total income and PAT is as follows:
Half year ended Sep’06
During the Half Year ended 30th Sep 2006, DAEHL’s total income increased by 29% over previous corresponding
half year ended 30th Sep 2005 to Rs 1053 lakhs. Profit after exceptional items and tax increased by around 30% to
Rs 108 lakhs. FY 2006 has seen a growth both in terms of Turnover & PAT mainly due to expansion & penetration
in the market by commencing additional Primary & Secondary Care Eye Hospitals.
FY 2006
During the year ended 31st March, 2006, DAEHL’s total income increased by 8% over previous to Rs 1470 lakhs.
Profit after exceptional items and tax dropped by around 60% to Rs 41 lakhs due to impact of compliance of
Accounting Standard 26, which resulted in a write off of Rs 60.42 lakhs during the FY.
FY 2005
During the year ended 31st March, 2005, DAEHL’s total income increased by 42% over previous FY to Rs 1352
lakhs. Profit after tax increased to Rs 103 lakhs, a growth of 29% in spite of 56% more provision for depreciation
during the same period.
FY 2004
During the year ended 31st March, 2004, DAEHL’s total income increased by 7% over previous FY to Rs 949 lakhs.
Profit after tax improved to Rs 76 lakhs, an improvement of 6% over previous year. The FY 2004 has been a year of
consolidation of revenues and restructuring of operations for growth in revenue.
15
8.14 Pre and post-Offer shareholding pattern of DAEHL, as on the date of PA is as follows:
Shareholders category Shareholding & Shares /voting Shares/voting Shares/voting Share holding/
voting rights rights agreed rights held rights to be voting rights
prior to the to be acquired after allotment acquired in after the
acquisition through of Preferential open offer acquisition
and offer Preferential Issue but (Assuming full and offer
Issue which before Offer acceptances)
triggered off
the Regulations
A B C=A+B D E=C+D
No. of % No. of % No. of % No. of % No. of %
shares shares shares shares shares
1. Promoter Group
a. Acquirers
i. Dr.J.Agarwal 1,58,900 4.89 1,56,250 12.50 3,15,150 7.00 1,12,500
ii. Dr.(Mrs).T.Agarwal 1,59,700 4.91 1,56,250 12.50 3,15,950 7.02 1,12,500
iii. Dr.Athiya Agarwal 37,400 1.15 3,12,500 25.00 3,49,900 7.78 2,25,000
iv. Dr.Adil Agarwal 65,175 2.01 3,12,500 25.00 3,77,675 8.39 2,25,000
v. Dr.Anosh Agarwal 51,100 1.57 3,12,500 25.00 3,63,600 8.08 2,25,000
b. PACs 8,71,513 26.817 8,71,513 19.36 ----
c. Others ---- ---- ---- ----
Total (a+b+c) 13,43,788 41.347 12,50,000 100.00 25,93,788 57.64 9,00,000 34,93,788 77.64
2. Parties to the agree-
ment other than 1(a)
3. Public (other than parti-
es to the agreement and
Acquirers)
a. Institutions/Mutual
Funds/Banks
b. Other Companies
c. Non Domestic 81,725 2.515
Companies
d. Foreign Institutional (9,00,000)
Investors
e. Non Resident
Individuals
f. Public 18,24,487 56.138
Total (a+b+c+d+e+f) 19,06,212 58.653 (9,00,000) 10,06,212 22.36
GRAND TOTAL (1+2+3) 32,50,000 100.00 12,50,000 100.00 45,00,000 100.00
As on 6 February, 2007 the total number of shareholders of DAEHL in the public category was 3245
8.15 The details of changes in shareholding of Promoters.
Core Promoters:
Dr J Agarwal:
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 158900 Complied
opening balance
10/02/07 Preferential 156250 3.47% 315150 Complied
allotment
156250 315150
16
Dr Mrs T Agarwal
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 158900 Complied
opening balance
04/08/06 Purchase 100 0.00 159000
10/08/06 Purchase 100 0.00 159100
11/08/06 Purchase 200 0.00 159300 Not
13/11/06 Purchase 200 0.00 159500
13/11/06 Purchase 200 0.00 159700
10/02/07 Preferential 156250 3.47 315950 Complied
allotment
157050 315950
Dr Athiya Agarwal
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 37400 Complied
opening balance
10/02/07 Preferential 312500 6.94 349900 Complied
Allotment
312500 349900
Dr Adil Agarwal
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 51700 Complied
opening balance
31/03/04 Purchase 12475 0.03 64175 Not
Applicable
31/03/05 Purchase 1000 0.00 65175
10/02/07 Preferential 312500 6.94 377675 Complied
Allotment
325975 377675
Dr Anosh Agarwal
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST
opening balance 49600 Complied
31/03/2000 Purchase 200 0.00 49800 Not
31/03/2001 Purchase 1300 0.04 51100
10/02/2007 Preferential 312500 6.94 363600 Complied
Allotment
314000 363600
Applicable
Applicable
17
Other Promoters
Dr Ashvin Agarwal
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 50000 Complied
opening balance
31/03/2001 Purchase 1100 0.03 51100 Not Applicable
1100 0.03 51100
Dr Amar Agarwal
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 146200 Complied
opening balance
3-Aug-05 Purchase 1000 0.03 147200
20-Oct-05 Purchase 500 0.02 147700
21-Oct-05 Purchase 500 0.02 148200
21-Oct-05 Purchase 409 0.01 148609
21-Oct-05 Purchase 500 0.02 149109
8-Dec-05 Purchase 200 0.01 149309
23-Jan-06 Sale 0.00 149289 20 0.00
23-Jan-06 Sale 0.00 149269 20 0.00
16-May-06 Purchase 200 0.01 149469
16-May-06 Purchase 100 0.00 149569
18-May-06 Purchase 200 0.01 149769
22-May-06 Purchase 200 0.01 149969
31-May-06 Purchase 100 0.00 150069
5-Jun-06 Purchase 100 0.00 150169
6-Jun-06 Purchase 100 0.00 150269
6-Jun-06 Purchase 100 0.00 150369
6-Jun-06 Purchase 100 0.00 150469
7-Jun-06 Purchase 100 0.00 150569
7-Jun-06 Purchase 100 0.00 150669
7-Jun-06 Purchase 100 0.00 150769
8-Jun-06 Purchase 100 0.00 150869
8-Jun-06 Purchase 300 0.01 151169
12-Jun-06 Purchase 100 0.00 151269
12-Jun-06 Purchase 100 0.00 151369
13-Jun-06 Purchase 100 0.00 151469
13-Jun-06 Purchase 100 0.00 151569
13-Jun-06 Purchase 100 0.00 151669
16-Jun-06 Purchase 100 0.00 151769
16-Jun-06 Purchase 100 0.00 151869
28-Jun-06 Purchase 300 0.01 152169
29-Jun-06 Purchase 500 0.02 152669
29-Jun-06 Purchase 20 0.00 152689
30-Jun-06 Purchase 50 0.00 152739
3-Jul-06 Purchase 100 0.00 152839
3-Jul-06 Purchase 200 0.01 153039
4-Jul-06 Purchase 100 0.00 153139
5-Jul-06 Purchase 124 0.00 153263
7-Jul-06 Purchase 300 0.01 153563
7-Jul-06 Purchase 150 0.00 153713
13-Jul-06 Purchase 100 0.00 153813
7653 0.24 40 0.00%
Not Applicable
18
Dr Agarwal’s Eye Institute P Ltd
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 451800 Complied
opening balance
451800
Dr Sunita Agarwal
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 145700 Complied
opening balance
145700
Mr.Pankaj Sondhi
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 100 __ Complied
opening balance
100
Dr Ashar Agarwal
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 51300 Complied
opening balance
51300
Dr R.R.Sasikanth
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 2000 Complied
opening balance
2000
Ms.Saroj Bala
Period / Year Mode of Shares acquired Cumulative Shares sold Chapter - II
acquisition shares Compliance
Number (%) Number (%)
Prior to SAST 15700 Complied
opening balance
15700
8.16 The Company has complied with the norms of the SEBI Guidelines on Corporate Governance as enumerated in clause
49 of the listing agreements with stock exchanges.
19
8.17 Details of pending litigations/suits filed against DAEHL
Nature: Civil
Applicant Amount Forum / Commission
S.Ramanujam 11,85,840 State, Chennai
C.K.Subramaniam 2,53,700 DCF, Chennai
Mr.Sriram Iyer 4,55,440 DCF, Chennai
Mr.B.Rajaraman 8,00,000 DCF, Chennai
Mr.R.Venkataraman 11,10,000 State, Chennai
Mr.B.K.Ramesh 40,12,012 State, Chennai
Dr.N.Sridhar 6,00,000 DCF, Chennai
Mr.Sanjay Kumar Arora 51,85,616 State, Jaipur
Surabhi Vashishtha 2,00,000 DCF, Jaipur
8.18 The Name and Details of the Compliance Officer are as under:
Dr.J.Agarwal
Executive Chairman,
Dr Agarwal’s Eye Hospital Ltd,
19, ( Old No.13) Cathedral Road,
Chennai-600086
Tel No: +91 44 28116233
Fax No: +91 44 28115871.
20
9. OFFER PRICE
9.1 Justification for the Offer Price
9.1.1 The Equity Shares of DAEHL are listed on BSE & MSE.
9.1.2 The annualized trading turnover in the shares of DAEHL in each of the above mentioned Stock Exchanges based on
trading volume during August 2006 to January 2007 (six calendar months preceding the month in which the PA is made)
is as given below:
Stock Exchange Total no. of shares Total no. of listed Annualized trading
traded during 6 shares turnover (as % of
calendar months total listed shares)
preceding the
month in which
the PA is made
BSE 7,43,940 32,50,000 45.78%
MSE Nil 32,50,000 Nil
(Source: www.bseindia.com)
The Equity Shares of DAEHL are frequently traded on BSE and infrequently traded on MSE within the meaning of explanation
(i) to Regulation 20(5) of the Regulations.
9.1.3 In terms of Regulation 20(4) of the Regulations, the Offer Price of Rs.43.10 per Equity Share is higher than any of the
following:
a. Negotiated Price under the agreement for acquisition of shares or voting rights or deciding to acquire shares or
voting rights: Not Applicable.
b. Highest Price paid by the Acquirers for acquisitions including by way of allotment in a public or rights or preferential
issue during the 26 weeks prior to 15 February, 2007 (i.e. the date of Public Announcement) Rs 42.88
c. The weekly high and low of the closing prices of the Equity Shares of DAEHL, during the 26 weeks period ending 27
December, 2006 (being the last trading day before the date of the Board Resolution authorizing the Preferential
Issue (i.e 26 December, 2006), as recorded on the BSE are given below:
Week No. Date Weekly High Weekly Low Average Volume
1 28-June-2006 27.60 25.50 26.55 5,970
2 5-July-2006 27.00 25.05 26.025 4,636
3 12-July-2006 28.35 26.00 27.175 17,779
4 19- July-2006 29.05 25.20 27.125 17,841
5 26-July-2006 27.65 25.95 26.80 8,323
6 2-Aug-2006 32.15 27.25 29.70 33,888
7 9-Aug-2006 32.35 30.25 31.30 8,877
8 16-Aug-2006 33.90 32.60 33.25 18,142
9 23-Aug-2006 32.55 30.40 31.475 33,878
10 30-Aug-2006 32.40 31.25 31.825 19,552
11 6-Sep-2006 32.55 31.20 31.875 9,873
12 13-Sep-2006 31.85 31.25 31.55 10,813
13 20-Sep-2006 31.05 30.60 30.825 12,355
14 27-Sep-2006 34.25 31.00 32.625 22,132
15 4-Oct-2006 34.55 32.85 33.70 19,757
16 11-Oct-2006 35.25 33.00 34.125 14,908
17 18-Oct-2006 36.55 34.25 35.40 12,403
18 25-Oct-2006 41.95 38.15 40.05 42,041
19 1-Nov-2006 40.10 38.45 39.275 23,949
20 8-Nov-2006 41.95 38.75 40.35 24,384
21 15-Nov-2006 43.15 38.70 40.925 32,190
22 22-Nov-2006 49.55 41.70 45.625 2,43,132
23 1-Dec-2006 48.60 44.00 46.30 21,262
24 6-Dec-2006 43.60 40.75 42.175 11,261
25 13-Dec-2006 43.65 41.50 42.575 9,138
26 20-Dec-2006 43.95 41.75 42.85 10,613
Average 34.67
21
The daily high and low prices of the Equity Shares of DAEHL, during the 2 weeks period ending 26 December, 2006 (being the
last trading day before the date of the Board Resolution authorizing the Preferential Issue (i.e.27 December, 2006), as recorded
on the BSE are given below:
Day No. Date Daily High Daily Low Average Volume
1 13-Dec-2006 42.75 40.10 41.425 1,000
2 14-Dec-2006 43.00 42.05 42.525 2,772
3 15-Dec-2006 44.00 42.15 43.075 1,750
4 18-Dec-2006 43.25 41.50 42.375 502
5 19-Dec-2006 46.50 43.25 44.875 3,114
6 20-Dec-2006 44.80 43.05 43.925 4,555
7 21-Dec-2006 44.70 41.60 43.150 2,624
8 22-Dec-2006 44.25 42.75 43.500 1,002
9 26-Dec-2006 43.90 41.65 42.775 2,432
Average 43.07
(Source: bseindia.com)
9.1.4 In terms of Regulation 20(5) of the Regulations, the Offer Price of Rs.43.10/- per Equity Share is higher than any of the
following:
a. Negotiated Price under the agreement for acquisition of share or voting rights Not applicable
or deciding to acquire shares or voting rights
b. H.ighest Price paid by the Acquirers for acquisitions including by way of allotment in Rs.42.88
a public or rights or preferential issue during the 26 weeks prior to 15 February, 2007 (i.e.
the date of Public Announcement)
c. The highest of the average of the weekly high and low of the closing prices for the Rs 43.07
equity shares of DAEHL. for the 26 week period and the average of the daily high and
low prices of the equity shares during the 2 week period at BSE prior to 27 December,
2006 i.e. the date of the Board Resolution authorizing the Preferential Issue
c. Other Parameters As certified by, Statutory Auditors of DAEHL
Audited 6 month financials Audited 12 month
(period ended 30 September financials (year ended
2006) 31 March 2006)
Return on Networth (%) 18.98 8.81
Book Value per share (Rs.) 17.53 14.23
Earnings Per Share (Rs.) 4.80 1.78
Price/Earnings Ratio The industry average and high/ low PE ratio of the Healthcare
Industry is 23.8 and 28.7/7.1 respectively (Source: Capital
Market Volume XXI / 12 dated Jan 15-28,2007).
The Acquirers have not acquired or sold any equity shares of DAEHL from the date of the PA upto the date of the Letter of Offer.
Considering the above parameters the Offer Price of Rs.43.10 per fully paid-up Equity Share of DAEHL is justified in terms of
Regulation 20.
9.1.5 The Offer Price shall not be less than the highest price paid by the Acquirers for any acquisition of Equity Shares of
DAEHL from the date of the Public Announcement upto 7 working days (i.e. upto 18 April, 2007) prior to the date of closing
of the Offer.
9.1.6 There is no non-compete agreement.
22
10. FINANCIAL ARRANGEMENT FOR THE OFFER
10.1 The Acquirers have made firm financial arrangements to meet their obligations in full under the Offer. For this purpose, the
Acquirers intend to utilize internal resources. No borrowings from Banks / Financial Institutions is being made for the
purpose. All the funds will be domestic and no foreign funds will be utilized.
10.2 The maximum purchase consideration payable for the Offer assuming full acceptance of the Offer would be Rs.387.9
lakhs(i.e. 9,00,000 fully paid up equity shares of DAEHL at Rs 43.10 per equity share).
10.3 In accordance with the provisions of Regulation 28 of the Regulations, the Acquirers have established a bank guarantee
in favour of the Manager to the Offer for Rs. 98.00 lakhs being more than 25% of the total consideration payable under the
Offer assuming full acceptance through UTI Bank Ltd having its office at 82, Dr.Radhakrishnan Salai Chennai - 600 004.
This bank guarantee shall be valid until 8 August, 2007.The Acquirers have also made a cash deposit of Rs. 4 lakh (being
not less than 1% of the maximum purchase consideration payable under this Offer) with UTI Bank Limited, Dr. Radhakrishnan
Salai, Chennai - 600 004. The Manager to the Offer is authorised to realise the value of the aforesaid Bank account.
10.4 Mr.S.Neelakantan of M.K.Dandekar & Co Chartered Accountants, (Membership No: 018961), No 244(Old No 138), Angappa
Naicken Street, 2nd Floor, Chennai 600001. Tel No 044-25222100, fax No 044-25220721 have certified vide their certificate
dated 27 March 2007 that the Acquirers have a combined networth of Rs.1328.22 lakhs which is adequate to meet the
entire financial requirements and obligations of the Offer.
10.5 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 SEBI (SAST) Regulations as firm arrangements for funds for payment through verifiable means are
in place to fulfill the Offer obligations.
23
11. TERMS AND CONDITIONS OF THE OFFER
11.1 Eligibility for accepting the Offer:
The Offer is being made to the equity shareholders of DAEHL (other than ‘Acquirers’) whose names appear on the
Register of the Members of DAEHL at the close of the business hours on Friday, 09 March, 2007 (the ‘Specified Date’)
and also to those persons who own the Equity Shares at any time prior to the closure of the Offer, but are not the
registered equity shareholders.
11.2 A Depository Account (hereinafter referred to as “Special Depository Escrow Account”) has been opened with National
Securities Depository Limited (“NSDL”) styled “ Dr.Agarwal’s Eye Hospital Limited Escrow Account - Open Offer”. The DP
ID is IN301313 and Beneficiary Client ID is 21131611. Shareholders having their beneficiary account in Central Depository
Services (India) Limited (“CDSL”) have to use inter depository delivery instruction for the purpose of crediting their equity
shares in favour of Special Depository Escrow Account with NSDL.
11.3 Statutory Approvals
The Offer is subject to receipt of the permission from Reserve Bank of India (RBI) under Foreign Exchange Management
Act 1999 (FEMA) to acquire Equity Shares tendered by Non Resident Shareholders, Non Resident Indian (“NRI”), Overseas
Corporate Bodies (“OCB”) and Foreign Institutional Investors registered with SEBI (“FIIs”) shareholders (jointly referred
to as “Non-Resident Shareholders”) in this Offer. The Acquirers will make necessary applications for the requisite approvals
at an appropriate time
As of the date of this Letter of Offer, to the best of the knowledge of the Acquirers there are no other statutory approvals
required to acquire the Equity Shares tendered pursuant to this Offer. If any other statutory approval becomes applicable
prior to the completion of the Offer, the Offer would be subject to such statutory approvals. The Acquirers will not proceed
with the Offer in the event that such statutory approvals are not obtained in terms of Regulation 27 of the SEBI (SAST)
Regulations.
In case of delay in receipt of any approval, SEBI has the power to grant an extension of the time required for payment
under the Offer provided that the Acquirers agree to pay interest in accordance with Regulation 22(12) of the SEBI
(SAST) Regulations. Further, if delay occurs on account of willful default by the Acquirers in obtaining the requisite
approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also become applicable.
In case, RBI’s approval for acquisition of Equity Shares from Non-Resident shareholders is unduly delayed, the Acquirers
reserve the right to proceed with the payment to the resident shareholders whose Equity Shares have been accepted by
the Acquirers in terms of the Offer, pending payment to Non-Resident shareholders subject to the payment instruments
payable to Non-Resident shareholders being kept in the safe custody with the Registrars to the Offer.
Subject to the conditions governing this Offer as mentioned herein, the acceptance of this offer by the equity shareholders
of DAEHL must be absolute and unqualified. Any acceptance to this offer, which is conditional and incomplete in any
respect, will be rejected without assigning any reason whatsoever.
11.4 All shares of the Company are free from lock in other than those mentioned in clause 3.1.2.
24
12. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER
12.1 Procedure for accepting the offer by eligible persons
The equity shareholders of DAEHL who qualify and who wish to avail of this Offer (hereinafter referred to as “Acceptor”)
will have to deliver the relevant documents as mentioned below to the Registrar to the Offer, Integrated Enterprises (India)
Ltd. at their address: IInd Floor, ‘Kences Towers ‘ No.1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai-
600017. Tel: +91-44-28140801-03 Fax: +91-44-28142479.
Shareholders are advised to ensure that the Form of Acceptance cum Acknowledgement and other documents
are complete in all respects; otherwise the same is liable to be rejected. In the case of demat shares, the
shareholders are advised to ensure that their shares are credited in favour of the special depository account
before closure of the Offer. The Form of Acceptance cum Acknowledgement of such demat shares, not credited
in favour of the special depository account before the closure of the Offer, will be rejected.
For Equity Shares held in physical form:
Registered Shareholders should enclose:
� Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained
therein, by all shareholders whose names appear on the share certificates.
� Original Share Certificate(s)
� Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in
the same order and as per specimen signatures registered with DAEHL and duly witnessed at the appropriate
place. A blank Share Transfer form is enclosed along with this Letter of Offer.
Unregistered Shareholders should enclose:
� Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained
therein.
� Original Share Certificate(s)
� Original broker contract note
� Valid Share Transfer form(s) as received from the market.
The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirer
as buyer will be filled upon verification of Form of Acceptance and the same being found valid. All other requirements for
valid transfer will be preconditions for valid acceptance. No indemnity is required from unregistered owners.
For Equity Shares held in demat form:
Beneficial owners should enclose:
� Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained
therein, as per the records of Depository Participant (DP).
� Photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off market”
mode, duly acknowledged by the DP.
� For each Delivery Instruction, the beneficial owner should submit separate Form of Acceptance.
12.2 The Share Certificate(s), share transfer form(s) and the Form of Acceptance should be sent only to the Registrar to the
Offer and not to the Manager to the Offer, Acquirers or DAEHL.
12.3 In case of non-receipt of the Letter of Offer, the eligible persons may send their consent, to the Registrar to the Offer, on
a plain paper stating acceptance of the Offer with Name; Address; Number of Shares held; Distinctive Number; Folio
Number, Number of shares offered; along with documents as mentioned above, so as to reach the Registrar to the Offer
on or before Closure of the Offer, i.e, not later than Tuesday, 24 April, 2007 or in case of beneficial owners they may send
their application in writing to the Registrar to the Offer, on a plain paper stating acceptance of the Offer with Name;
Address; Number of Shares held; Number of shares offered; DP name; DP ID; Beneficiary Account Number and a
photocopy of the delivery instruction in “Off-market” mode, duly acknowledged by the DP, in favour of the Special Depository
Account, or the eligible persons can write to the Manager to the Offer requesting for the Letter of Offer and Form of
Acceptance cum Acknowledgement and fill up the same in accordance with the instructions given therein, so as to reach
the Registrar to the Offer, on or before the Close of the Offer, i.e., not later than Tuesday, 24 April, 2007 Unregistered
owners should not sign the transfer deed and the transfer deed should be valid for transfer. Alternatively, the Letter of
Offer and Form of Acceptance cum Acknowledgement will be available on SEBI’s website (www.sebi.gov.in), from the
date of Opening of the Offer. The eligible persons can download the Form of Acceptance cum Acknowledgement from the
SEBI’s website and apply using the same.
12.4 If the aggregate of the valid responses to the Offer exceeds the offer size of 9,00,000 fully paid-up equity shares of
DAEHL (representing 20% of the paid-up equity share capital of DAEHL), then the Acquirers shall accept the shares
25
received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations.
12.5 Shareholders who have sent their shares for dematerialization need to ensure that the process of getting shares
dematerialized is completed well in time so that the credit in the Special Depository Account is received on or before the
date of Closure of the Offer, i.e., not later than Tuesday 24 April, 2007, else the application will be rejected.
12.6 While tendering shares under the Offer, NRIs/OCBs/Foreign Shareholders will be required to submit the previous RBI
Approvals (specific or general) that they may have obtained for acquiring shares of DAEHL. In case previous RBI Approvals
not being submitted, the Acquirers reserve the right to reject such shares tendered.
12.7 While tendering shares under the Offer, NRI/OCBs/Foreign Shareholders will be required to submit a Tax Clearance
Certificate from the Income Tax authorities, indicating the amount of tax to be deducted by the Acquirers under the Income
Tax Act, 1961 before remitting the consideration. In case the aforesaid Tax Clearance Certificate is not submitted, the
Acquirers will arrange to deduct tax at the rate as may be applicable to the category of the shareholder under the Income
Tax Act, 1961, on the entire consideration amount payable to such shareholder.
12.8 In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, shareholders desirous of withdrawing their acceptance
tendered by them in the Offer, may do so up to three working days prior to the date of closure of the Offer, i.e., on or before
Thursday, 19 April, 2007 The withdrawal option can be exercised by submitting the documents as per the instructions
below, so as to reach the Registrar to the Offer as per the mode of delivery indicated therein on or before Thursday, 19
April, 2007. The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed with the Letter of
Offer. In case of non-receipt of Form of Withdrawal, the withdrawal option can be exercised by making a plain paper
application along with the following details
� In case of physical shares: Name; Address; Distinctive Numbers; Folio Number; Number of Shares tendered and
� In case of dematerialized shares: Name; Address; Number of Shares offered; DP name; DP ID; Beneficiary Account
Number and a Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in
“Off-market” mode, duly acknowledged by the DP, in favour of the special depository account.
12.9 Shareholders should enclose the following:
For Equity Share held in demat form:
Beneficial owners should enclose:
� Duly signed and completed Form of Withdrawal.
� Acknowledgement slip in Original / Copy of the submitted Form of Acceptance cum Acknowledgement in case
delivered by Registered A.D.
� Photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off-market”
mode, duly acknowledged by the DP.
For Equity Shares held in physical form:
Registered Shareholders should enclose:
� Duly signed and completed Form of Withdrawal.
� Acknowledgement slip in Original / Copy of the submitted Form of Acceptance cum Acknowledgement in case
delivered by Registered A.D.
� In case of partial withdrawal, valid Share Transfer form(s) duly signed as transferors by all registered shareholders
(in case of joint holdings) in the same order and as per specimen signatures registered with DAEHL and duly
witnessed at the appropriate place.
Unregistered Shareholders should enclose:
� Duly signed and completed Form of Withdrawal.
� Acknowledgement slip in Original / Copy of the submitted Form of Acceptance cum Acknowledgement in case
delivered by Registered A.D.
12.10 The withdrawal of Shares will be available only for the Share certificates / Shares that have been received by the
Registrar to the Offer / Special Depository Escrow Account.
12.11 The intimation of returned shares to the Shareholders will be at the address as per the records of the DAEHL / Depository
as the case may be.
12.12 The Form of Withdrawal should be sent only to the Registrar to the Offer.
12.13 In case of partial withdrawal of shares tendered in physical form, if the original share certificates are required to be split,
the same will be returned on receipt of share certificates from DAEHL.
26
12.14 Partial withdrawal of tendered shares can be done only by the Registered shareholders / Beneficial owners. In case of
partial withdrawal, the earlier Form of Acceptance will stand revised to that effect.
12.15 Shareholders holding shares in dematerialized form are requested to issue the necessary standing instruction for receipt
of the credit in their DP account.
12.16 In case of delay in receipt of statutory approvals, if any, SEBI has a power to grant extension of time to Acquirer for
payment of consideration to shareholders, subject to Acquirers agreeing to pay interest for the delayed period as directed
by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay occurs on account of willful
default by Acquirers in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become
applicable.
12.17 Payment of consideration will be made by crossed account payee cheque / demand draft and sent by registered post, to
those shareholders / unregistered owners and at their own risk, whose shares / share certificates and other documents
are found in order and accepted by Acquirers. In case of joint registered holders, cheques / demand drafts will be drawn
in the name of the sole / first named holder / unregistered owner and will be sent to him. It is desirable that shareholders
provide bank details in the Form of Acceptance cum Acknowledgement, so that same can be incorporated in the cheque
/ demand draft.
12.18 Unaccepted or withdrawn share certificate(s), transfer form(s) and other documents, if any, will be returned by Registered
Post at the shareholders’ / unregistered owners’ sole risk to the sole/first named shareholder / unregistered owner.
Unaccepted or withdrawn shares held in demat form will be credited back to the beneficial owners’ depository account
with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance
cum Acknowledgement.
13. GENERAL
13.1 Acquirers can revise the price upwards upto seven working days prior to closure of the Offer i.e. on or before Friday, 13
April, 2007 and revision if any in the Offer price would appear in the same newspapers where the Public Announcement
has appeared. The same price would be paid to all shareholders who tender their shares in the Offer.
13.2 Shareholders may note that if there is competitive bid, the public offers under all the subsisting bids shall close on the
same date. As the offer price can not 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.
13.3 The Acquirers shall upto Tuesday, 08 May, 2007 complete all procedure relating to the Offer including payment of
consideration to the equity shareholders who have accepted the Offer and for the purpose open a Special Account as
provided under Regulation 29 of SEBI (SAST) Regulations, 1997.
13.4 The instruction, authorization and provisions contained in the form of acceptance cum acknowledgement constitute part
of the terms of the Offer.
13.5 The Registrar to the Offer will hold in trust the Share Certificates, Form of Acceptance cum Acknowledgement, if any,
and the transfer form/s on behalf of the shareholders of DAEHL who have accepted the Offer, till the drafts / pay orders
for the consideration and / or the unaccepted share certificates are dispatched / returned. Equity Shares not accepted
under the offer will be sent to the shareholders/applications at their own risk by registered post.
13.6 Acquirers shall acquire the equity shares from the shareholders of DAEHL who have validly tendered the equity shares
under the Offer (i.e. equity shares and other documents are in order and in accordance with the terms of the Offer) and
remit the consideration in respect thereof on or before Tuesday, 08 May, 2007 in cash by Account Payee Pay Order /
Demand Draft. Any delay will attract interest in terms of Regulation 22(12) of SEBI (SAST) Regulations 1997. The
information as to whether the equity shares tendered by them have been accepted (in full or in part) or rejected and
consideration payable would be sent by Registered Post.
13.7 The equity shares of DAEHL are in compulsory de-materialized form and the minimum marketable lot is one equity
share. Where the number of shares offered for sale by the shareholders is more than the Offer size, the Acquirers shall
accept the shares received on a proportionate basis in consultation with the Manager to the Offer in accordance with
Regulation 21(6) of the SEBI (SAST) Regulations. Shares not accepted under the Offer will be sent to the shareholders
/ applicants at their sole risk by Registered Post.
13.8 For any queries regarding the Offer the shareholders / applicants may contact the Registrar to the Offer / Manager to the
Offer at the address mentioned on the cover page of this Letter of Offer.
13.9 Acquirers would be responsible for ensuring compliance with the Regulations.
13.10 Compliance Officer
Dr J. Agarwal,
Executive Chairman,
19, (Old No.13) Cathedral Road,
Chennai-600086
Tel No: +91 44 28116233
Fax No: +91 44 28115871.
27
14. DOCUMENTS FOR INSPECTION
The following documents will be available for inspection to the shareholders of DAEHL at the address of the Manager to
the Offer M/s.Karvy Investor Services Limited, “Karvy House”, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500
034 from 11.00 a.m. to 3.00 p.m. on any working day until the Offer closes.
a) Copy of Public Announcement as published in the newspapers on 15 February, 2007.
b) The Net worth certificate of the Acquirers dated 27 March, 2007 from Mr.S.Neelakantan of M.K.Dandekar & Co
c) Certificate of Incorporation and Memorandum and Articles of Association of DAEHL.
d) Annual Reports of DAEHL for the financial years ended March 31,2004, 2005 and 2006
e) Copy of bank guarantee dated 13/02/2007, No. BG: 0060100001076 for Rs.98.00 lakhs and copy of the letter
confirming deposit of Rs.4 lakh (representing an amount, being more than 1% of the maximum purchase consideration
payable in terms of the Offer) issued by UTI Bank Ltd having office at 82, Dr.Radhakrishnan Salai, Chennai - 600
004 valid till 08 August, 2007 in favour of the Manager to the Offer.
f) Copy of MOU dated 14 February 2007 between Karvy Investor Services Limited, the Manager to the Offer and the
Acquirers.
g) Copy of confirmation regarding opening of Special Depository Account in the name and Style of “Dr.Agarwal’s Eye
Hospital Limited Escrow Account - Open Offer”
28
15. DECLARATION BY THE ACQUIRERS
The Acquirers severally and jointly accept full responsibility for the information contained in the PA and this Letter of Offer,
Form of Acceptance, Form of Withdrawal and would be severally and jointly responsible for ensuring compliance with the
Regulations. All information contained in this document is as on the date of the Public Announcement, unless stated
otherwise.
Acquirers
Place: Chennai
Date: 29th March, 2007
Enclosed:
a) Form of Acceptance-cum-Acknowledgement
b) Form of Withdrawal
c) Transfer Deed, if applicable