DETAILED PUBLIC STATEMENT (DPS) FOR THE SHAREHOLDERS OF

TRANSPEK FINANCE LIMITED

IN TERMS OF REGULATION 15(2) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

II.

III.

IV.

a) In terms of Clause 40A of the Listing Agreement read with Rule 19A(1) of the Securities Contracts (Regulations)
Rules, 1957, the Target Company is required to maintain at least 25% public shareholding for listing on a
continuous basis. In the event that the acquisition made in pursuant to the Offer results in the public shareholding
of the Target Company falling below such minimum level, the Acquirer undertakes to take necessary steps to
facilitate compliance of the Target Company with the relevant provisions of the Listing Agreement and other
applicable laws, within the time period mentioned therein and in accordance with methods prescribed for the
same or in accordance with such other directions as may be provided by the SEBI, on a case to case basis.
b) The Acquirer undertakes to bring the public shareholding at minimum stipulated level i.e. 25% within the time
permitted under the Securities Contract (Regulation) Rules, 1957 and in accordance with Regulation 7(4) of the
Regulations.
c) Further, the Acquirer shall not be eligible to make a voluntary delisting offer under the SEBI (Delisting of Equity
Shares) Regulations, 2009, unless a period of twelve months have elapsed from the date of completion of the
offer period as per regulation 7(5) of the SEBI (SAST) Regulations, 2011.
BACKGROUND TO THE OFFER
The Acquirer proposes to acquire 16,90,535 (Sixteen Lakhs Ninety Thousand Five Hundred And Thirty Five
Only) fully paid up equity shares of ` 10.00/- each pursuant to Share Purchase Agreement entered on
January 16, 2015 at a price of ` 13.00/- each aggregating to ` 2,19,76,955 (Rupees Two Crores Nineteen Lakhs
Seventy Six Thousand Nine Hundred and Fifty Five Only), which has triggered the mandatory open offer
requirements, details of which are as follows:
Sellers
Acquirer
% w.r.t.
% w.r.t.
No. of
Name of
No. of
Name of the Sellers
to the
to the
Equity
the
Equity
total paid
total paid
Shares
Acquirer Shares
up capital
up capital
Mr. Mukesh D Patel
4,35,420
12.19
Mr. Niraj M Patel
1,26,125
3.53
Sukruti
Abhigam Consultants Private Limited
5,59,520
15.66
Infratech 16,90,535
47.32
Pvt.
Ltd
Mr. Dushyant D Patel
3,69,470
10.34
Ms. Minu D Patel
2,00,000
5.60
Total
16,90,535
47.32
Total
16,90,535
47.32
The Acquirer intends to take control over the Target Company & make changes in the Board of Directors of the
Target Company subsequent to the completion of this Open Offer in accordance hereof.
Thus Open Offer is being made by the Acquirer in compliance with Regulations 3(1) & 4 read with other
applicable provisions of the SEBI (SAST) Regulations.
The Acquirer is hereby making a mandatory Open Offer in terms of SEBI (SAST) Regulations to the equity
shareholders (except parties to the SPA) of the Target Company to acquire 9,28,798 fully paid up equity shares
(Offer Size) bearing a face value of ` 10/- each representing 26.00% of the total issued, subscribed, paid up
and voting capital of the Target Company at a price of ` 13.00/- (Rupees Thirteen Only) per fully paid up equity
share, payable in cash, aggregating to ` 1,20,74,374/- (Rupees One Crore Twenty Lakhs Seventy Four Thousand
Three Hundred Seventy Four only) subject to the terms and conditions mentioned in this DPS and in the Letter
of Offer that will be circulated to the shareholders in accordance with the regulations, (Letter of Offer/Offer
Document) whose names appear on the register of members of the Target Company or beneficiaries on the
beneficiary records of the Depository Participant as on the Identified date i.e. February 27, 2015.
OBJECT & PURPOSE OF ACQUISITION & FUTURE PLANS:
The prime object of the Offer is to change the control and management of the Target Company. Sukruti Infratech
Pvt. Ltd is the only Acquirer for the proposed Open Offer. The Acquirer is yet to finalize on how it would
implement the future plans. It also aims to expand the business horizon under corporate status for diversifying
into different activities subject to approval of the shareholders. The Acquirer reserves the right to modify the
present structure of the business in a manner which is useful to the larger interest of the shareholders. Any
change in the structure that may be affected will be in accordance with the laws applicable.
SHAREHOLDING AND ACQUISITION DETAILS
The current and proposed shareholding of the Acquirer in the Target Company and the details of its acquisition(s)
is as follows:
Details
No. of equity shares % of total fully paid up capital
Shareholding as on date of PA
8,62,575
24.15
Shares Proposed to be acquired pursuant
16,90,535
47.32
to SPA
Shares acquired between the PA date &
Nil
Nil
the DPS date
Post offer shareholding
34,81,908*
97.47*
*Assuming full acceptances
OFFER PRICE
The entire issued, subscribed & paid up equity shares of the Target Company are listed on Bombay Stock
Exchange Limited (BSE) & Vadodara Stock Exchange Limited (VSE). The scrip code on BSE & VSE is
531254 & 423 respectively. The scrip ID on BSE is TRANSPEKF.
The trading turnover of the equity shares of the Target Company during Twelve calendar months preceding the
month of PA (January 2014-December 2014) on BSE & VSE are detailed below:
Total Number of
Trading turnover
shares traded during
Total No. of Equity
Name of the Stock
(as % of total
the preceding 12
shares/Voting
Exchange
number of
calendar months prior
capital listed
listed shares)
to the month of PA
Bombay Stock
9.93% rounded
3,54,860
35,72,300
Exchange Ltd.
off to 10%
Vadodara Stock
Nil
35,72,300
Nil
Exchange Ltd.
The equity shares are thus frequently traded on BSE within the meaning of Regulation 2(1)(j) of the SEBI (SAST)
Regulations.
The Offer Price of ` 13.00/- (Rupees Thirteen only) per fully paid-up equity share of face value of ` 10.00/- each
is justified in terms of Regulation 8(2) of the SEBI (SAST) Regulations.
a) Highest negotiated price per share for acquisition under
` 13.00/the SPA
b) The volume-weighted average price paid or payable for
` 13.00/- (The Acquirer
acquisition(s), whether by the Acquirer or by any person(s) acting
acquired 8,62,575 shares
in concert, during the fifty-two weeks immediately preceding the
constituting 24.15%
date of public announcement
of paid up capital)
c) The highest price paid or payable for any acquisition, whether
by the Acquirer or by any person(s) acting in concert, during the
` 13.00/Twenty-six weeks immediately preceding the date of the Public
announcement
d)

e)

V.

The volume-weighted average market price of shares for a period

of sixty trading days immediately preceding the date of the public
announcement as traded on the stock exchange where the
maximum volume of trading in the shares of the target company are
recorded during such period
Other Parameters

` 9.70/-

For financial
For Nine
year ended Months ended
March
on December
31, 2014
31, 2014
(Audited)
(Unaudited but
Certified)
Net Income (Fig in Lakhs)
(30.77)
(84.24)
Net worth (Fig in Lakhs)
361.24
292.34
Book Value Per Share (Rupees)
10.11
8.18
Earnings per Share (EPS) (Rupees)
(0.86)
(2.36)
In view of the above parameters considered and in the opinion of the Acquirer and Manager to the Offer, the Offer
Price of ` 13.00/- per fully paid up equity share is justified in terms of Regulation 8(2) of the SEBI (SAST)
Regulations, 2011.
No adjustment has been carried out in the offer price as no corporate actions were announced before or as on
the date of this DPS.
Irrespective of whether a competing offer has been made or not, the Acquirer may make upward revision(s) to
the offer price and/or offer size subject to the other provisions of these regulations, at any time prior to the
commencement of the last three working days before the commencement of the tendering period i.e. up
March 10, 2015.
Where the Acquirer has acquired or agreed to acquire any share or voting right in the Target Company during the
offer period, whether by subscription or purchase, at a price higher than the offer price, the offer price shall stand
revised to the highest price paid or payable for any such acquisition. Provided that no such acquisition shall
be made after the third working day prior to the commencement of the tendering period and until the expiry of
the tendering period. In case of revision in the Offer price, shareholders would be notified.
Where the Acquirer acquires shares of the Target Company during the period of twenty-six weeks after the
tendering period at a price higher than the offer price under these regulations, the Acquirer shall pay the difference
between the highest acquisition price and the offer price, to all the shareholders whose shares were accepted
in the open offer, within sixty days from the date of such acquisition. However no such difference shall be paid
in the event that such acquisition is made under an Open Offer under the SEBI (SAST) Regulations or pursuant
to Securities & Exchange Board of India (Delisting of Equity shares) Regulations, 2009 or open market purchases
made in the ordinary course on the Stock Exchange, not being negotiated acquisition of Equity shares whether
by way of bulk deals, block deals or in any other form.
FINANCIAL ARRANGEMENTS
The total fund requirement or the maximum consideration for the Open Offer assuming full acceptance of the
Offer would be ` 1,20,74,374/- (Rupees One Crore Twenty Lakhs Seventy Four Thousand Three Hundred
Seventy Four only) i.e. consideration payable for acquisition of 9,28,798 fully paid up equity shares of the
Target Company at an Offer Price of ` 13.00/- (Rupees Thirteen only) per equity share.
In accordance with Regulation 17 of the Regulations, the Acquirer has opened an Escrow Account under
the name and title of Transpek Finance Limited - Escrow Account 200999872699 with IndusInd Bank
Ltd - Mumbai (Escrow Bank) and made a deposit of Rs. 30,50,000 (Rupees Thirty Lakhs Fifty Thousand Only)
being more than 25% of the total consideration payable in accordance with the SEBI (SAST) Regulations, 2011.
In terms of an agreement dated January 16, 2015 between the Acquirer, Manager to the Offer and the
Escrow Bank (Escrow Agreement), Manager to the Offer have been solely authorized to operate and to realize
the value lying in the Escrow Account in terms of the SEBI (SAST) Regulations, 2011.
CA Alok Shah (Membership No. 42005), partner of CNK & Associates LLP, Chartered Accountants, having its
Office at C - 201/202, Shree Siddhi Vinayak Complex, Opp Alkapuri side Railway Station, Faramji Road,
Alkapuri, Vadodara - 390005, Tel. No. +91-265-2343483/2354353, has certified vide certificate dated
January 07, 2015 that Net worth of Sukruti Infratech Pvt. Ltd is ` 4,82,64,989 (Rupees Four Crores Eighty Two
Lakhs Sixty Four Thousand Nine Hundred & Eighty Nine Only) as on December 31, 2014.
CA Alok Shah (Membership No. 42005), partner of CNK & Associates LLP, Chartered Accountants, having
its Office at C - 201/202, Shree Siddhi Vinayak Complex, Opp. Alkapuri side Railway Station, Faramji
Road, Alkapuri, Vadodara - 390005, Tel No. +91-265-2343483/2354353, has certified vide certificate dated
January 16, 2015 that Acquirer has adequate financial resources available for meeting its obligation under the
offer in full as per Regulation 25(1) and 27(1)(b) of SEBI (SAST) Regulations, 2011.
Based on the above and in light of the escrow arrangements set out above, the Manager to the Offer is satisfied
with the ability of the Acquirer to implement the Offer in accordance with the Regulations as firm financial
arrangements are in place to fulfill the obligations under the Regulations.
In case of revision in the Offer Price, the Acquirer will further make Deposit with the escrow bank of difference
amount between previous Offer fund requirements and revised Offer fund requirements to ensure compliance
with Regulation 18(5) (a) of the SEBI (SAST) Regulations.

VI.

STATUTORY AND OTHER APPROVALS

As on date, the underlying transaction requires prior approval of the Reserve Bank of India (RBI) under
Non-Banking Financial Companies (Approval of Acquisition or Transfer of Control) Directions, 2014 issued
under master Circular No. DNBS (PD) CC No. 397/03.02.001/2014-15 dated July 01, 2014. The Acquirer is in
process to make an application with RBI.
As on date of this DPS, there are no statutory approvals, except of Reserve Bank of India as stated above, is
required for the acquisition of equity shares that would be tendered pursuant to this Offer. If any statutory
approval(s) is/are required other than as stated above or become applicable, the Offer would be subject to the
receipt of such other statutory approvals. The Acquirer reserves the right to not proceed with the Offer in the
event that such statutory approval(s) which is/are required are refused in terms of Regulation 23 of the SEBI
(SAST) Regulations, 2011.
If the Acquirer is unable to make the payment to the shareholders who have accepted the open offer within such
period as specified in below table titled as TENTATIVE SCHEDULE OF ACTIVITY owing to non-receipt of
statutory approvals as required, the Board may, where it is satisfied that such non-receipt was not attributable
to any willful default, failure or neglect on the part of the Acquirer to diligently pursue such approvals, grant
extension of time in terms of Regulation 18(11) of the Regulations for making payments, subject to the Acquirer
agreeing to pay interest to the shareholders for the delay at such rate as may be specified.
Where the statutory approval extends to some but not to all shareholders in respect of making payment, the
Acquirer will have the option to make payment to such shareholders in respect of whom no statutory approvals
are required in order to complete the open offer.
VII. TENTATIVE SCHEDULE OF ACTIVITY
Schedule of Activities
Date
Day
Date of Public Announcement
January 16, 2015
Friday
Date of Detailed Public Statement
January 23, 2015
Friday
Date by which Draft Letter of Offer will be filed with
February 02, 2015
Monday
the SEBI
Last date for a Competitive Bid, if any
Date of receipt of the comments on Draft Letter of Offer
from SEBI

February 16, 2015

Monday

February 25, 2015

Wednesday

Identified Date*
Date by which Letter of Offer will be dispatched to the
Shareholders

February 27, 2015

Friday

March 09, 2015

Monday

March 10, 2015

Tuesday

March 11, 2015

Wednesday

Last date for Revising the Offer Price/Number of Equity

Shares
Last Date of announcement containing reasoned
recommendation by committee of independent directors
of TFL
Date of Advertisement announcing the schedule of activities for
the open offer, status of statutory & other approvals, status of
unfulfilled conditions (if any), Procedure for tendering
acceptances etc.
Date of opening of the Tendering Period
Date of closing of the Tendering Period
Date by which the acceptance/rejection would be intimated
and the corresponding payment for the acquired shares
and/or share certificate for the rejected shares will be
dispatched

March 13, 2015

Friday

March 16, 2015

March 27, 2015

Monday
Friday

April 15, 2015

Wednesday

Date of post offer advertisement

April 22, 2015
Wednesday
* Identified Date is only for the purpose of determining the shareholders as on such date to whom
the letter of offer would be sent. It is clarified that all owners (registered or unregistered) of the equity
shares of the Target Company (except the Acquirer and the Sellers) who own the shares of the TFL are
eligible to participate in the Offer any time before the closing of the tendering period.
VIII. PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON RECIEPT OF LOF
The Acquirer has appointed M/s Sharex Dynamic (India) Pvt. Ltd. as Registrar to the Open offer (Registrar).
The shareholders who wish to accept the offer and tender their shares pursuant to this Offer will be required to
send their share certificate(s), transfer deed(s) and/or Delivery Instruction slip, duly filled Form of Acceptance
cum-Acknowledgement (FOA) and such other documents as may be specified in the Letter of Offer to the
Registrar to the Offer as mentioned below either by Hand Delivery or by Registered Post/Courier, on or before
the date of Closure of the tendering period i.e. March 27, 2015 in accordance with the instructions specified in
the Letter of Offer and in the Form of Acceptance cum Acknowledgement. The documents can be tendered at
the centre given below between 10:00 hours to 16:30 hours from Monday to Friday. The centre will be closed
on Saturday, Sundays and Public holidays.
Contact
Tel. No. and
Mode of
Name and Address
E-mail ID
Timing
Person
Fax No
Delivery
M/s Sharex Dynamic (India)
Hand
10:00 hours
Pvt. Ltd.ADD-Unit no.1, Luthra Tel. No. - 022 Email:
Delivery or to 17:00
2851 5606/44
Ind.
Premises,
Safed
pool,
Mr. B. S. Baliga
sharexindia
by
hours from
Fax - 022 Andheri-Kurla road, Andheri
@vsnl.com Registered Monday to
2851 2885
(East), Mumbai - 400072
Post/Courier Friday
Share certificate(s)/transfer deed(s)/Delivery Instruction slip(s)/Form of Acceptance should not be sent to the
Sellers or to the Acquirer or the Target Company or the Manager to the Offer.
Shareholders/Beneficial owners who are holding shares in dematerialized form of the Target Company and wish
to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a
photocopy of the delivery instructions in Off-Market mode or counterfoil of the delivery instruction in
Off-Market mode, duly acknowledged by the Depository Participant (DP), in favour of the Special Depository
Account, in accordance with the instructions to be specified in the Letter of Offer and Form of Acceptance, to
the Registrar to the Offer either by hand delivery or by Registered Post between 10:00 hours to 16:30 hours from
Monday to Friday, so as to reach on or before the closure of the tendering period i.e. not later than March 27, 2015,
at the address given above. Shareholders who are holding their shares in physical form and wish to tender their
shares will be required to send the Form of Acceptance, original Share Certificate(s), Blank Transfer deed(s)
duly signed, in accordance with the instructions specified in the Letter of Offer to the Registrar to the Offer i.e.
Sharex Dynamic (India) Private Limited either by hand delivery or Registered Post/courier so as to reach on or
before the closure of the tendering period i.e. not later than March 27, 2015, at the address given above.
In case of (a) shareholders who have not received the Letter of Offer/FOA, (b) unregistered shareholders and
(c) owner of the shares who have sent the shares to the Target Company for transfer, may send their consent
to the Registrar to the Offer on plain paper, stating the name, addresses, number of shares held, distinctive
numbers, folio numbers, number of shares offered along with the documents to prove their title to such shares
such as broker note, succession certificate, original share certificate/original letter of allotment and valid share
transfer deeds (one per folio)/delivery instruction slip, duly signed by all the shareholders (in case of joint
holdings in the same order as per the specimen signatures lodged with the Target Company), and witnessed
(if possible) by the notary public or a bank manager or the member of the stock exchange with membership
number, as the case may be, so as to reach the Registrar on or before 16:30 hours. up to the date of closure of
this tendering period i.e. March 27, 2015. Such shareholders can also obtain the Letter of Offer from the Registrar
to the Offer by giving an application in writing clearly marking the envelope TFL Letter of Offer.
No indemnity is required from unregistered shareholders.
Applications in respect of the equity shares of the Target Company that are the subject matter of litigation
wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said
litigation are liable to be rejected in case directions/orders regarding these equity shares are not received
together with the shares tendered under this Offer prior to the date of the closing of this tendering period i.e.
March 27, 2015.
Applications which are complete in all respect and which reach the Registrar on or before the date of closure
of tendering period i.e. March 27, 2015 would be approved and accepted by the Acquirer. The payment of
consideration for the applications so accepted will be made through a crossed account payee cheque/demand
draft/pay order or through Direct Credit (DC), National Electronic Funds Transfer (NEFT), Real Time Gross
Settlement (RTGS), Electronic Clearing Services (ECS) at specified centers where clearing houses are managed
by the Reserve Bank of India within 10 days from the date of closure of the tendering period. The intimation
regarding acceptance of applications and payment of consideration will be dispatched to the shareholders by
registered/speed post at the shareholders sole risk. In case of joint holder(s), the cheque/demand draft will be
drawn in the name of the first holder and in case of unregistered owners of shares the consideration will be paid
to the person whose name is stated in the contract note.
Where the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired
by the Acquirer, Acquirer will accept the shares received from the shareholders on a proportionate basis, in
consultation with the Manager to this Offer, taking care to ensure that the basis of acceptance is decided in a
fair and equitable manner and does not result in non-marketable lots, (provided that acquisition of shares from
a shareholder shall not be less than the minimum marketable lot) or the entire holding if it is less than the
marketable lot. The marketable lot of the Target Company is One (1) in case of Demat shares and One Hundred
(100) in case of Physical shares. In case of acceptance on a proportionate basis, the unaccepted share
certificates/unaccepted delivery instructions slips, transfer forms and other documents, if any, will be returned
by registered post at the shareholders/unregistered owners sole risk to the first holder of equity shares.
The Registrar to the Offer will hold in trust the share(s) certificates, Delivery Instructions Slip, Form of Acceptance
cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Target Company who
have accepted this Offer, until the cheque/drafts for the consideration and/or the unaccepted shares/share
certificates are dispatched/returned.
IX. DETAILED PROCEDURE FOR TENDERING THE EQUITY SHARES IN THE OPEN OFFER WILL BE AVAILABLE
IN THE LETTER OF OFFER.
X. OTHER INFORMATION
Pursuant to Regulation 12 of the SEBI (SAST) Regulations, the Acquirer has appointed Intensive Fiscal Services
Private Limited as Manager to the Offer and M/s Sharex Dynamic (India) Pvt. Ltd. as Registrar to the Offer.
This Detailed Pubic Statement would also be available at SEBIs website, www.sebi.gov.in
The Directors of the acquirer accept full responsibility for the information contained in PA and DPS and also for
the fulfillment of its obligations as laid down in the SEBI (SAST) Regulations and subsequent amendments
made thereof.

ISSUED BY MANAGER TO THE OFFER

INTENSIVE FISCAL SERVICES PRIVATE LIMITED

914, 9th Floor, Raheja Chambers, Nariman Point, Mumbai - 400021
Tel. Nos.:- 022-2287 0443/44/45; Fax No.:- 022-2287 0446
E-mail:- ayush@intensivefiscal.com/anand@intensivefiscal.com
Contact Person:- Mr. Ayush Agarwal/Mr. Anand Rawal
SEBI Registration No.: INM000011112

ON BEHALF OF SUKRUTI INFRATECH PVT. LTD

Place: Mumbai

Date: January 22, 2015

PRESSMAN

Open Offer for acquisition of 9,28,798 (Nine Lakhs Twenty Eight Thousand Seven Hundred Ninety Eight only)
fully paid up equity shares of ` 10.00 each from equity shareholders of Transpek Finance Limited (hereinafter
referred to as Target Company or TFL) except parties to Share Purchase Agreement (SPA) dated
January 16, 2015 by Sukruti Infratech Pvt. Ltd. (hereinafter referred to as Acquirer) pursuant to and in
accordance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, as amended from time to time (Regulations or SEBI (SAST)
Regulations or SEBI (SAST) Regulations, 2011).
This detailed public statement (DPS) is being issued by Intensive Fiscal Services Private Limited, the Manager
to the Offer (Manager) on behalf of Sukruti Infratech Pvt. Ltd in compliance with Regulation 13(4) of the SEBI (SAST)
Regulations, 2011 and subsequent amendments thereto pursuant to the Public Announcement filed on January 16, 2015
with the Stock Exchanges/Target Company and filed on January 19, 2015 with Securities & Exchange Board of India
(SEBI) in terms of Regulations 3(1) & 4 of the SEBI (SAST) Regulations, 2011.
I.
ACQUIRER, TARGET COMPANY AND OFFER
A. Details of the Acquirer:
Sukruti Infratech Private Limited, a company incorporated on July 08, 2010 as Sukruti Infratech Pvt. Ltd
under the Companies Act, 1956 in the state of Gujarat having its registered office at 301, Atlantis Heritage,
Dr. Vikram Sarabhai Road, Vadi Wadi, Vadodara - 390003, Gujarat, India, Tel. No.:- (0265) 2345321, 2325321,
Email: sukrutiinfratech@yahoo.com is the only Acquirer in terms of Regulation 2(1)(a) of the
SEBI (SAST) Regulations. There is no Person(s) Acting in Concert (PACs) in this Open Offer.
The main object of the Acquirer is to carry on the business of construction and developers of houses, bungalows,
row houses, farm houses, resorts and to prepare and deal in materials necessary for building and to carry on
business as building contractors and to acquire Land and plots for colonization or otherwise, sell plots, construct
for special economic zone and industrial park and buildings for sale and rent or both on installments or otherwise,
to carry on in India or elsewhere, either alone or jointly with one or more person, government, local, or other
bodies, the business to construct, build, alter, acquire, convert, improve, design, erect, establish, equip, develop,
dismantle, pull down, turn to account, furnish, level, decorate, fabricate, install, finish, repair, maintain, search,
survey, examine, taste, inspect, locate, modify, own, operate, protect, promote, provide, participate, reconstruct,
grout, dig, excavate, pour, renovate, remodel, rebuild, undertake, contribute, assist, and to act as civil engineer,
architectural engineer, interior decorator, consultant, advisor, agent, broker, supervisor, administrator, contractor,
sub-contractor, turnkey-contractor and manager of all types of construction, developmental, infrastructures work
in all its branches such as roads, ways, culverts, warehouses, factories, building, structures, drainage and
sewage works, docks, harbors, irrigation works, foundation works, flyovers, airports, runways, rocks drilling,
aqueduct, stadiums, hydraulic units, sanitary work, hotels, public utilities, multistoried, colonies, complexes,
housing products and other works and for the purpose to acquire, handover, purchase, sell, own, cut to size,
develop, distribute or otherwise to deal in all sorts of land and building.
CA Alok Shah (Membership No. 42005), partner of CNK & Associates LLP, Chartered Accountants, having
its Office at C - 201/202, Shree Siddhi Vinayak Complex, Opp Alkapuri side Railway Station, Faramji
Road, Alkapuri, Vadodara - 390005, Tel No. +91-265-2343483/2354353, has certified vide certificate dated
January 07, 2015 that Net worth of Sukruti Infratech Pvt. Ltd is ` 4,82,64,989 (Rupees Four Crores Eighty Two
Lakhs Sixty Four Thousand Nine Hundred & Eighty Nine Only) as on December 31, 2014.
The Acquirer has entered into an agreement to acquire 16,90,535 (Sixteen Lakhs Ninety Thousand Five Hundred
And Thirty Five Only) fully paid up equity shares of the Target Company constituting 47.32% of the paid
up/voting capital of the Target Company pursuant to Share Purchase Agreement dated January 16, 2015.
The Acquirer holds 8,62,575 equity share of the Target Company representing 24.15% of issued, subscribed
and paid up capital of the Target Company as on date of this DPS.
The Acquirer is not forming part of the present Promoter group of the Target Company. As on date of this DPS,
there is/are no nominee(s) of the Acquirer on the Board of Directors of the Target Company.
The Acquirer has not been prohibited by SEBI from dealing in securities, in terms of directions issued under
Section 11B of the Securities & Exchange Board of India Act, 1992, (the SEBI Act) or any other Regulations
made under the SEBI Act, as amended from time to time.
Following persons are the key shareholders & in the control of the Acquirer:
Sr. No.
Name of the Person
No. of Shares
% w.r.t. to total paid up capital
1.
Alpana R. Gandhi
45,29,990
91.51
2.
Pankaj K. Parikh
4,20,010
8.49
Brief Financials of the Acquirer are as follows:
` in Lakhs except share data
For the 9 months
Particulars
2011-12
2012-13
2013-14
period ending
December 31, 2014
Total Revenue
0.10
0.12
0.43
0.00
Net Income
(0.03)
(0.04)
0.23
(12.37)
EPS (in `)
(0.30)
(0.39)
2.28
Net worth
0.83
0.79
1.02
482.65
(Source: Certificate dated January 20, 2015, from CNK & Associates LLP, Chartered Accountants Statutory
Auditor of Sukruti Infratech Private Limited)
B. Details of Sellers:
% of
Part of
holding
Name of the
Residential Address/
No. of
Promoter
w.r.t. total
Sellers
Registered Address
Shares
Group
paid up
capital
93, Urmi Society, Productivity Road,
Mr. Mukesh D Patel
Yes
435,420
12.19%
Vadodara - 390007, Gujarat
93, Urmi Society, Productivity Road,
Mr. Niraj M Patel
Yes
126,125
3.53%
Vadodara - 390007, Gujarat
Abhigam
1st Floor, ABS Tower, Old Padra Road,
Consultants Private
Yes
559,520
15.66%
Vadodara - 390007, Gujarat
Limited
3-4, Akashwan Housing Complex,
Mr. Dushyant D
Gotri Sevashi Road, Sevashi,
Yes
369,470
10.34%
Patel
Vadodara - 391 101, Gujarat
3-4, Akashwan Housing Complex,
Gotri Sevashi Road, Sevashi,
Ms. Minu D Patel
Yes
200,000
5.60%
Vadodara - 391 101, Gujarat
Total
1,690,535
47.32%
The Sellers propose to sell 16,90,535 (Sixteen Lakhs Ninety Thousand Five Hundred And Thirty Five Only)
fully paid up equity shares to the Acquirer constituting 47.32% of the total paid up/voting capital of the Target
Company pursuant to SPA dated January 16, 2015 at a price of ` 13.00/- (Rupees Thirteen only) per equity share.
The Sellers have not been prohibited by SEBI from dealing in securities, in terms of directions issued under
Section 11B of the SEBI Act, 1992 or any other Regulation(s) made under the SEBI Act, as amended from time
to time.
C. Target Company:
The Target Company was incorporated as Kalali Finance and Leasing Company Limited on February 11, 1991
under the provisions of the Companies Act, 1956. The Company got its certificate of commencement of business
on April 08, 1991. The name of the Company was changed from Kalali Finance and Leasing Company Limited
to Transpek Finance Limited on June 23, 1992 and the present registered office of the Target Company is at
First Floor, ABS Towers, Old Padra Road, Vadodara - 390007, Gujarat Tel. No.:- (0265) 2341648, 2341649,
Fax. No.: (0265) 2336908, Email: transpek@yahoo.com.
The Target Company is also a non public deposit accepting Non Banking Finance Company registered with
Reserve Bank of India (hereinafter referred to as RBI). The Target Company got its certificate of registration
to carry on the business of NBFC on May 20, 2004 bearing registration number B.01.00070.
As on date of this DPS, the authorized share capital of the Target Company is ` 7,50,00,000/- (Rupees Seven
Crores and Fifty Lakhs only) divided into 75,00,000 equity shares of ` 10.00/- each. The issued, subscribed &
paid up capital of the Company is ` 3,57,23,000/- (Rupees Three Crore Fifty Seven Lakh Twenty Three Thousand
only), comprises of 35,72,300 fully paid-up equity shares of ` 10.00/- each.
The entire issued, subscribed & paid up equity shares of the Target Company are listed on Bombay Stock
Exchange Limited (BSE) & Vadodara Stock Exchange Limited (VSE). The scrip code on BSE & VSE is 531254
& 423 respectively. The scrip ID on BSE is TRANSPEKF. The Shares of the Target Company are frequently
traded on the BSE in terms of Regulation 2(1)(j) of the SEBI (SAST) Regulations, 2011.
The Board of Directors of the Target Company are Mukesh Patel, Dushyant Patel, Upendra Patel and
Yashwantbhai Patel.
The financials highlights of TFL are given below:
` in Lakhs except share data
Particulars
2011-12
2012-13
2013-14
Total Revenue
55.06
61.80
1472.02
Net Income
9.60
0.51
(30.77)
EPS (in `)
0.27
0.01
(0.86)
Net worth/Shareholders Fund
396.09
396.60
361.24
(Source: Annual Report for the financial year ended March 31, 2012, March 31, 2013 and March 31, 2014)
D. Details of the Offer:
The Acquirer hereby makes this Offer to the equity shareholders (other than parties to the SPA) of the Target
Company to acquire up to 9,28,798 (Nine Lakhs Twenty Eight Thousand Seven Hundred Ninety Eight only) fully
paid up equity shares of ` 10.00/- each representing 26.00% of the paid up/voting capital of the Target Company
in terms of the SEBI (SAST) Regulations at a price of ` 13.00/- (Rupees Thirteen only) per fully paid up equity
share (Offer Price) payable in cash.
The offer is made to (i) all the equity shareholders (except parties to the SPA) whose names will appear on the
register of members of the Target Company or as beneficiaries on the beneficiary records of the Depository
Participant as on the Identified Date i.e. February 27, 2015 and (ii) to those persons who own the shares any
time prior to the closure of the tendering period, but are not the registered shareholder(s).
This Offer is subject to the receipt of the statutory and other approvals mentioned in paragraph VI of the DPS.
In terms of Regulation 23 of the SEBI (SAST) Regulations, if the statutory approvals are refused, the Acquirer
reserves the right to withdraw the open offer.
This offer is not subject to any minimum level of acceptance. The Acquirer will acquire all the equity shares
of the Target Company that are validly tendered as per terms of the Offer up to a maximum of 9,28,798
(Nine Lakhs Twenty Eight Thousand Seven Hundred Ninety Eight only) fully paid up equity shares.
This is not a Competitive Bid in terms of regulation 20.
The Manager to the Offer, Intensive Fiscal Services Private Limited, does not hold any equity share in the Target
Company as on date of this DPS. The Manager to the Offer further declares and undertakes that they will not
deal in their own account in the equity shares of the Target Company during the Offer Period.
The SPA is subject to compliance of provisions of SEBI (SAST) Regulations and in case of non compliance
with the provisions of SEBI (SAST) Regulations, 2011; the SPA shall not be acted upon.
E. As on date of this DPS, the Acquirer does not have any intention to sell, dispose off or otherwise encumber any
significant assets of TFL for a period of two years except in the ordinary course of business of the Target
Company. However, the Acquirer may give effect to such alienation for a period of two years subject to passing
a special resolution by the shareholders of Target Company by way of a postal ballot and the notice for such
postal ballot shall contain reasons as to why such alienation is necessary. The Acquirer intends to seek a
reconstitution of the Board of Directors of the Target Company after successful completion of Offer.
F. In terms of Clause 40A of the Listing Agreement with BSE read with Rule 19A(1) of the Securities Contracts
(Regulations) Rules, 1957, the Target Company is required to maintain at least 25% public shareholding for listing
on a continuous basis. The present Offer after considering the Existing Holding of the Acquirer, SPA and Open Offer
Shares would result the Public shareholding in the Target Company falling below the minimum level required as
per the Listing Agreement entered with the Stock Exchange for the purpose of listing on continuous basis.