LETTER OF OFFER - TakeoverCode.com

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d) The Share Capital / Voting Rights of the Target Company will be as under : Paid up Equity Shares of Target company No. of Shares of Rs. 10 each/ voting rights % of shares/voting rights Fully paid up equity shares 60,08,200 100.00 Partly paid up equity shares ---- ---- Total paid up equity shares 60,08,200 100.00 Total voting rights in Target company 60,08,200 100.00 There are no partly paid up shares. There are no outstanding Convertible instruments (warrants / FCDs / PCDs etc.) issued by the Target Company. e) The shares of the Target Company are listed on the Bombay Stock Exchange Limited (BSE). However BSE has suspended the trading in the shares of the company with effect from August 14, 2000 on account of non compliance of the listing agreement. The Company has complied with applicable clauses of listing agreement since April 2005, and is presently in compliance with all applicable clauses of the listing agreement. f) The Current capital structure and its build up since inception is as under: Date of Allotment No of shares issued Cumulative Paid up capital (no. of shares) Mode of allotment Identity of allottees (promoters/ expromoters/ others) Status of compliance 29-Oct-83 70 70 Subscribers to the MOA Promoters Complied 30-Nov-83 4930 5000 Further issue to Promoter Promoters Complied 27-Jan-84 240000 245000 IPO Promoters and public 04-Sep-92 505000 750000 Right issue Promoters and public Complied Complied 31-Mar-95 5258200 6008200* Right cum public issue Promoters and public Complied * Please refer to the note mentioned below para 6(j) g) JRL, its existing promoters, Seller and majority shareholders have complied with all the applicable provisions of Chapter II of the SEBI (SAST) Regulations. However there was a delay in compliance by JRL, for the period 1998 to 2005, 2007 and 2008. The target company will opt for the ‘consent scheme’ under SEBI Guidelines for Consent Orders for regularizing the delay made in filing of disclosure under Chapter II of the SEBI (SAST) Regulations, 1997. Page 12 of 25
h) Board of Directors of JRL as on the date of PA : Sr. No Name and Address Designation Date of appointment 1. Mr. K. Madhusudan Reddy Promoter Director 27.12.1985 5/C Monisha St. Andrews Road Bandra(West) Mumbai – 400 050 2. Mr. Deepak Narhari Vachharajani 113, Neha Industrial Estate Dattapada Road, Near Cable Corporation of India Borivali (East), Mumbai – 400 066 3. Mr. Pritesh Champaklal Haria 1/2-B Wing, D.S Khanwalkar Building Swadesh Mill Road Chunabhatti (East) Mumbai – 400 022 4. Mr. Primesh Bhagwandas Khatri C- 704, Sejal Park Sant Mira Bai Road Dahisar (East) Mumbai – 400 068 Non Executive Independent Director Non Executive Independent Director Non Executive Independent Director 17.01.2006 17.01.2006 30.01.2009 Brief profile of Directors 1. Mr. K. Madhusudan Reddy Mr. K. Madhusudan Reddy, aged 42 years, is the Promoter Director of the Company. A commerce graduate and has also completed his Business Administration and management course. He is on the board of several companies, and has more than 2 decades of experience in the shipping, logistic, finance, leasing and hire purchase business. 2. Mr. Deepak Narhari Vachharajani Mr. Deepak Narhari Vachharajani, aged 54 years, is commerce graduate. An Income Tax consultant by profession, he has more than 25 years of dealing in Income Tax matters. 3. Mr. Pritesh Champaklal Haria Mr. Pritesh Champaklal Haria, aged 38 years, is a commerce graduate in commerce. A financial consultant, he has more than 10 years of experience in advising entrepreneurs on taxation, financial and funding related matters. 4. Mr. Primesh Bhagwandas Khatri Mr. Primesh Bhagwandas Khatri, aged 33 years, is a graduate in commerce and has more than 12 years of experience in the field of accountancy and taxation related matters. Page 13 of 25
Page 1 and 2: LETTER OF OFFER Note: This document
Page 3 and 4: such time as the process of accepta
Page 5 and 6: 1. DISCLAIMER CLAUSE "IT IS TO BE D
Page 7 and 8: 9. Mr. Jatin T Dharamshi 601, Uday
Page 9 and 10: allotment. Further, Acquirer has no
Page 11: 4.2 Objects of the offer & Future P
Page 15 and 16: Other Financial Data For the Period
Page 17 and 18: Change in the Shareholding pattern
Page 19 and 20: 2. With reference to date of trigge
Page 21 and 22: Compound, L.B.S. Marg, Bhandup (Wes
Page 23 and 24: of joint holder(s), the cheque/dema
Page 25: 11. MATERIAL DOCUMENTS FOR INSPECTI

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