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LETTER OF OFFER - TakeoverCode.com

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1. DISCLAIMER CLAUSE<br />

"IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING <strong>OF</strong> <strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER WITH SEBI<br />

SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED,<br />

VETTED OR APPROVED BY SEBI. THE <strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER HAS BEEN SUBMITTED TO SEBI FOR<br />

A LIMITED PURPOSE <strong>OF</strong> OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN<br />

ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS<br />

REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS <strong>OF</strong> JOY REALITY LIMITED TO TAKE AN<br />

INFORMED DECISION WITH REGARD TO THE <strong>OF</strong>FER. SEBI DOES NOT TAKE ANY<br />

RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS <strong>OF</strong> MR. BHAVIN SONI (“THE<br />

ACQUIRER”) OR JOY REALITY LIMITED ("THE TARGET COMPANY"), WHOSE<br />

SHARES/CONTROL IS PROPOSED TO BE ACQUIRED, OR FOR THE CORRECTNESS <strong>OF</strong> THE<br />

STATEMENTS MADE OR OPINIONS EXPRESSED IN THE <strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER. IT SHOULD ALSO<br />

BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE<br />

CORRECTNESS, ADEQUACY AND DISCLOSURE <strong>OF</strong> ALL RELEVANT INFORMATION IN THIS<br />

<strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO<br />

ENSURE THAT ACQUIRER DULY DISCHARGE HIS RESPONSIBILITY ADEQUATELY. IN THIS<br />

BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER – SAFFRON CAPITAL<br />

ADVISORS PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED<br />

FEBRUARY 13, 2009, TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION <strong>OF</strong><br />

SHARES AND TAKEOVER) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THERE<strong>OF</strong>.<br />

THE FILING <strong>OF</strong> THE <strong>LETTER</strong> <strong>OF</strong> <strong>OF</strong>FER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER<br />

FROM THE REQUIREMENT <strong>OF</strong> OBTAINING SUCH STATUTORY CLEARANCES AS MAYBE<br />

REQUIRED FOR THE PURPOSE <strong>OF</strong> THE <strong>OF</strong>FER."<br />

2. DETAILS <strong>OF</strong> THE <strong>OF</strong>FER<br />

2.1 Background of the Offer<br />

a) This offer of 20% (or 12,01,640 equity shares) of the Paid up Share Capital of JRL is made in<br />

terms of Regulation 10 & 12 of SEBI (SAST) Regulations. The Acquirer proposes to be a<br />

majority shareholder pursuant to the Issue and take over the management control of JRL.<br />

b) Bhavin Soni Group represented by Mr. Bhavin Soni (the ‘Acquirer’) have purchased 29,76,550<br />

fully paid up equity shares of Rs. 10 each representing 49.54 % of the fully paid up equity capital<br />

of Joy Reality Limited (formerly known as ’Madhusudan Leasing & Finance Limited’) (hereinafter<br />

referred to as the ‘Target Company’ or ’JRL’) from the majority shareholders of JRL as per the<br />

table mentioned below (hereinafter referred to as ‘the seller/transferor’), at a price of Re. 1<br />

(Rupee One only) per share (‘Negotiated Price’) in cash (the ‘Acquisition’).<br />

The details of shares bought by Bhavin Soni Group are as under:<br />

Sr.<br />

No.<br />

Name and address of the<br />

Buyers<br />

1. Mr. Bhavin Soni<br />

402, Prime Beach, Gandhi<br />

Gram Road, Near ISKCON<br />

Temple, Juhu, Vile Parle<br />

(West), Mumbai – 400 049<br />

No. of<br />

Shares<br />

% of<br />

Share<br />

capital<br />

Name and address of the seller/<br />

transferor<br />

5,52,500 9.20 K.S.R. Financial Consultants &<br />

Investors Private Limited and<br />

Madhusudan Securities Limited<br />

6/A-2 Court Chambers,<br />

35 New Marine Lines,<br />

Mumbai – 400 020<br />

Page 5 of 25

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