LETTER OF OFFER - TakeoverCode.com

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DEFINITIONS The following definitions apply through this document, unless the context requires otherwise: Term Acquirer – representative of Bhavin Soni Group Bhavin Soni Group Mr. Bhavin Soni Definition Bhavin Soni Group represents all the buyers who have purchased 29,76,550 equity shares of Joy Reality Limited on May 31, 2007. They are relatives of Mr. Bhavin Soni and are investors along with Mr. Bhavin Soni. They have been collectively referred as Bhavin Soni Group for the sake of a nomenclature as Mr. Bhavin Soni is making the open offer and proposing to take over the management of the Company. BSE Bombay Stock Exchange Limited, Mumbai Company, Target Joy Reality Limited Company or JRL FEMA Foreign Exchange Management Act, 1999 Manager or Manager to Saffron Capital Advisors Private Limited the Offer Offer The offer being made by the Acquirer to shareholders of JRL as set out in this Letter of Offer Offer Document This Letter of Offer Offer Price Rs. 5 (Rupees Five only) plus interest of Re.1 (for the delayed period) per fully paid up equity share Person(s) eligible to All owners (registered or unregistered) of Shares of Target Company participate in the Offer (other than the Acquirer and the Sellers/ Transferors) anytime before the closure of the Offer Public Announcement or Announcement of the Offer made on February 10, 2009 PA RBI The Reserve Bank of India SEBI SEBI (SAST) Regulations Securities & Exchange Board of India Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto Sellers/Transferor a) K.S.R. Financial Consultants & Investors Private Limited b) Madhusudan Securities Limited c) Shrenik Securities Limited d) Madhusudan Shipping Agents Private Limited e) Amidhara Agencies Private Limited Specified Date February 19, 2009 Stock Exchange(s) Unless otherwise specified refers to BSE Page 4 of 25
1. DISCLAIMER CLAUSE "IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF 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 LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF JOY REALITY LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF MR. BHAVIN SONI (“THE ACQUIRER”) OR JOY REALITY LIMITED ("THE TARGET COMPANY"), WHOSE 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 ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGE HIS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER – SAFFRON CAPITAL ADVISORS PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 13, 2009, TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAYBE REQUIRED FOR THE PURPOSE OF THE OFFER." 2. DETAILS OF THE OFFER 2.1 Background of the Offer a) This offer of 20% (or 12,01,640 equity shares) of the Paid up Share Capital of JRL is made in terms of Regulation 10 & 12 of SEBI (SAST) Regulations. The Acquirer proposes to be a majority shareholder pursuant to the Issue and take over the management control of JRL. b) Bhavin Soni Group represented by Mr. Bhavin Soni (the ‘Acquirer’) have purchased 29,76,550 fully paid up equity shares of Rs. 10 each representing 49.54 % of the fully paid up equity capital of Joy Reality Limited (formerly known as ’Madhusudan Leasing & Finance Limited’) (hereinafter referred to as the ‘Target Company’ or ’JRL’) from the majority shareholders of JRL as per the table mentioned below (hereinafter referred to as ‘the seller/transferor’), at a price of Re. 1 (Rupee One only) per share (‘Negotiated Price’) in cash (the ‘Acquisition’). The details of shares bought by Bhavin Soni Group are as under: Sr. No. Name and address of the Buyers 1. Mr. Bhavin Soni 402, Prime Beach, Gandhi Gram Road, Near ISKCON Temple, Juhu, Vile Parle (West), Mumbai – 400 049 No. of Shares % of Share capital Name and address of the seller/ transferor 5,52,500 9.20 K.S.R. Financial Consultants & Investors Private Limited and Madhusudan Securities Limited 6/A-2 Court Chambers, 35 New Marine Lines, Mumbai – 400 020 Page 5 of 25
Page 1 and 2: LETTER OF OFFER Note: This document
Page 3: such time as the process of accepta
Page 7 and 8: 9. Mr. Jatin T Dharamshi 601, Uday
Page 9 and 10: allotment. Further, Acquirer has no
Page 11 and 12: 4.2 Objects of the offer & Future P
Page 13 and 14: h) Board of Directors of JRL as on
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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