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Posts Tagged ‘DCM Shriram’

DCM Shriram Industries - Post Offer Status

Monday, July 7th, 2008

Mefcom Capital Markets Ltd (”Manager to the Offer”) on behalf of HB Stockholdings Ltd (”Acquirer”) along with Mr. H C Bhasin (PAC) has issued this Post Offer Public Announcement to the shareholders of Industries Ltd (”Target Company”), which is in continuation of and should be read in conjunction with the Public Announcement (PA) dated November 19, 2007, Revised Public Announcement Dated November 29, 2007, Corrigendum to the PA dated May 14, 2008 & Letter of Offer dated May 14, 2008, pursuant to & in compliance with SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto, to acquire up to 35,00,000 fully paid up equity shares Rs 10/- each at a price of Rs 130 per fully paid up equity share payable in cash are as under:

S. No. Item Proposed in the Letter of Offer Actuals
1 Offer Price Rs.130 Rs.130
2 Share holding of Acquirer (No & %) before PA 19,54,348 (11.23%) 19,54,348 (11.23%)
3 Shares acquired by way of MOU (No & %) Nil Nil
4 Shares acquired in the open offer (No. & %) 35,00,000 (20.12%) 3,24,657 (1.87%)
5 Size of the open offer (No. of Share multiplied by offer per share) Rs. 45,50,00,000 Rs. 45,50,00,000
6 Shares acquired after the PA but before 7 working days prior to closure date by way of market purchases  (No. & %) N.A. 19,10,427 (10.98%)
7 Post offer shareholding of acquirer (No & %) (2+3+4+6) 54,54,348 (31.35%) 41,89,432 (24.08%)
8 Pre and Post offer shareholding of Public other than Acquirer (No & %) Pre Offer Post Offer Pre Offer Post Offer
83,62,097
(48.06%)
48,62.097
(27.95%)
83,62,097
(48.06%)
61,27,013
(35.22%)

Note: The Pre & Post offer shareholding of the Promoters of Industries Ltd (No & %) comprises of 70,81,992 shares (40.70%). The above figures have been arrived at after taking into consideration the expanded share capital of the Target Company which is Rs 17,39,84,370/- (after taking into consideration the allotment of 21,00,000 equity shares consequent to the conversion of 7,00,000 share warrants to the specified entities of the Promoters / Promoter group / Persons Acting in Concert of the Target Company). However, the Acquirer (HB Stockholdings Ltd) has filed a petition against the Target Company in respect of the said preferential allotment which is sub-judice before the Hon’ble Company Law Board.

DCM Shriram Industries - Updates on Open Offer

Thursday, May 15th, 2008

Mefcom Capital Markets Ltd (”Manager to the Offer”) on behalf of HB Stockholdings Ltd (”Acquirer”) along with Mr. H C Bhasin (PAC) has issued this corrigendum to Public Announcement, to the shareholders of Industries Ltd (”Target Company”), which is in continuation of and should be read in conjunction with the Original Public Announcement (PA) Published on November 19, 2007 and Revised Public Announcement (RPA) Published on November 29, 2007.

Shareholders of the Target Company are requested to note the following amendments with respect to the PA & RPA.

1. Revised Schedule of Activities:

------------------------------------------------------------------------------------------
Activity				Original Schedule		Revised Schedule
------------------------------------------------------------------------------------------
Specified Date			November 20, 2007		November 20, 2007
Date of Opening of the Offer	January 03, 2008		May 23, 2008
Date of Closing of the Offer	January 24, 2008		June 11, 2008
------------------------------------------------------------------------------------------

2. Upward Revision of Offer Price:

As per the PA, the Offer Price was Rs 70/- (Rupees Seventy Only) per equity share which was further revised to Rs 120/- (Rupees One Hundred Twenty Only) per equity share vide RPA dated November 29, 2007. On and after the date of the PA, the Acquirer has purchased 1,880,160 equity shares of the Target Company from Open Market as per the details given below:

Date - November 19, 2007 to May 12, 2008
Mode of Acquisition - Market Purchase
Stock Exchange - The Stock Exchange, Mumbai
No. of Shares - 1,880,160
Highest Price (Rs.) - 127.50
Lowest Price (Rs.) - 69.00
Average Price (Rs.) - 116.84

The highest purchase price for the above purchase is Rs 127.50 per equity share.
However, the acquirer, in terms of Regulation 20(7) read with Regulation 26 of the SEBI(SAST) Regulations, has revised the Offer Price to Rs 130/- (Rupees One Hundred Thirty Only) per equity share which is the revised price by the Acquirer since the date of publication of PA from the earlier Offer Price of Rs 70/- (Rupees Seventy Only) per equity share vide PA dated November 19, 2007 which was further revised to Rs 120/- (Rupees One Hundred Twenty Only) per equity share vide RPA dated November 29, 2007.

The revised offer is for acquisition of 35,00,000 fully paid up equity shares of face value of Rs 10/- each representing 22.88% of the voting capital of Rs 15,29,84,370/- of the Target Company as on the date of PA which, as on the date of this Corrigendum, is 20.12% of the expanded voting capital after taking into consideration the allotment of 21,00,000 equity shares consequent to the conversion of 7,00,000 share warrants to the specified entities of the Promoters / Promoters Group /Persons Acting in Concert of the Target Company at a price of Rs 130/- (Rupees One Hundred Thirty Only) per fully paid equity share (”Revised Offer Price”) payable in Cash. The allotment of equity shares & warrants is sub-judice.

Terms used but not defined in this Corrigendum to the Public Announcement shall have the same meaning assigned to them in the PA and RPA.

All other terms and conditions of the offer remain unchanged.

DCM Shriram Consolidated Board recommends final dividend

Tuesday, May 13th, 2008

DCM Shriram Consolidated Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 13, 2008, inter alia, has recommended a final dividend of 20% amounting to Rs 7.77 crores (including dividend tax). In September 2007, the Company paid special interim dividend of 150% making the total dividend of 170% amounting to Rs 66 crores (including dividend tax).

DCM Shriram Consolidated - Updates

Friday, May 9th, 2008

DCM Shriram Consolidated Ltd has informed BSE that the Company entered into with M/s. Shri Ganpati Fertilizers Ltd, Jaipur (SGFL) 81.41% of the total equity shares of SGFL have been transferred in favour of the Company. Accordingly, SGFL has become its subsidiary.

SGFL is engaged in the manufacture of Single Super Phosphate (SSP) having manufacturing unit at District Chittorgarh, Rajasthan, having manufacturing capacity of SSP Powder of 1,98,000 tonnes per annum and SSP Granules of 60,000 tonnes per annum.

DCM Shriram Industries - Allotment of equity shares

Tuesday, April 1st, 2008

DCM Shriram Industries Ltd has informed BSE that the Committee of Directors, authorised by the Board of Directors, on April 01, 2008 have allotted 9,45,000 equity shares of Rs 10/- each at a premium of Rs 80/- per equity share to the specified entities of the Promoters / Promoter group / Persons Acting in Concert with them against the Warrants allotted on Preferential basis, as per the Special Resolution dated November 26, 2007. These shares shall rank pari-passu with the existing equity shares in the Company in all respect and shall be locked-in in terms of Chapter XIII of the SEBI (DIP) Guidelines.

After the above allotment, the Promoter group holding as on April 01, 2008 has gone-up from 37.30% to 40.71% i.e. by 3.41%.

DCM Shriram Industries - Allotment of equity shares

Monday, March 31st, 2008

DCM Shriram Industries Ltd has informed BSE that the Committee of Directors, authorised by the Board of Directors, have allotted 4,55,000 equity shares of Rs 10/- each at a premium of Rs 80/- per equity share to the specified entities of the Promoters / Promoter group / Persons Acting in Concert with them against the Warrants, out of the second tranch, as per the Special Resolution dated November 26, 2007. These shares shall rank pari-passu with the existing equity shares in the Company in all respect and shall be locked-in in terms of Chapter XIII of the SEBI (DIP) Guidelines.

After the above allotment, the Promoter group holding during the financial year ending on March 31, 2008 has gone-up from 32.46% to 37.30% i.e. by 4.84%.

DCM Shriram - Press Release

Wednesday, March 19th, 2008

DCM Shriram Consolidated Ltd (DSCL) has informed BSE that the Company had a Joint Venture for Hybrid Seeds business whereby it owned 51% of the business and the Joint Venture Partner owned balance 49%.

In a transaction concluded on March 18, 2008, Company through its 100% subsidiary has acquired the entire 4.9% stake of the Joint Venture Partner. Accordingly, the following Companies have become its 100% subsidiaries:

- Shriram Bioseeds Ltd, Mauritius.

- Affee Investments Corp., British Virgin Island.

- Bioseed Genetics International Inc., Panama

- Zeus Investments Ltd, Mauritius

In this regard the Company has issued the following press release:

Consolidated Ltd (DSCL) has announced the acquisition of the entire stake of its JV partner(49%) in the Hybrid Seeds Business Which operates in India, Vietnam, Philippines and Thailand.

In a transaction completed March 18, 2008, DSCL’s 100% subsidiary, Shriram Bioseeds Ltd (SBL) Mauritius, acquired the JV partner’s entire 49% stake in the Hybrid Seed Business for a total value of approx. USD 13.32 million. DSCL already owns 51% stake and management control of this business.

The Hybrid Seeds Business offers high yielding hybrid seeds for Corn, Cotton, Rice, Millet and Vegetables. The Business has built a strong research base and has extensive production, processing and sales and distribution network. It is poised for aggressive growth in coming years with a strong product pipeline. The business operates in India, Vietnam, Philippines and Thailand, and is building presence in new overseas markets.

DSCL has very extensive agri presence in India comprising agri-inputs (fertilizers, pesticides, seeds, micro-nutrients etc.), agri output and its pioneering rural retail initiative ? Hariyali Kisaan Bazaar. Full ownership of Hybrid seed business will enable DSCL to achieve better integration of this business with its overall agri business, and expand the product portfolio in other countries, where Hybrid Seed Business operates as standalone businesses so far.

Commenting on the development Mr. Ajay S Shriram, Chairman & Sr. Managing Director and Mr. Vikram S Shriram, Vice Chairman & Managing Director in a joint statement said “This acquisition with enable faster growth of our hybrid seed business in India through exploiting synergies with other agri business of the Company. At the same time, it would enable DSCL to offer complete agri inputs portfolio in overseas markets by leveraging the brand and distribution network of Hybrid seed business.

With the completion of this transaction, DSCL’s has acquired M/s. AFFEE Investments Corp;
Bioseeds Genetic International and Zeus Investments Ltd, as its 100% subsidiaries.”

DCM Shriram Industries - Limited Review for the quarter ended Dec 31, 2007

Monday, February 25th, 2008

DCM Shriram Industries Ltd has informed BSE that in the limited review report of the Company for the quarter ended December 31, 2007, the Auditors of the Company have made the following observations:

“1. The Auditors observation in their audit report dated July 30, 2007 on the accounts of the Company for the year ended March 31, 2007 which has not been resolved is summarized below:

There are various issues relating to sales tax, income-tax, interest etc. arisen / arising out of the reorganisation arrangement of the undivided DCM Ltd which will be settled and accounted for in terms of the Scheme of Arrangement of DCM Ltd as and when the liabilities / benefits are finally determined. The ultimate effect of these is not ascertainable at this stage. (refer note 5 of the accompanying statement)

2. (i) As per the policy followed by the Company for preparation of quarterly results, the sugar off-season expenditure amounting to Rs 17.51 crores for the nine months ended December 31, 2007 has been deferred for inclusion in the cost of sugar to be produced in remaining part of the financial year. Had the Company charged expenditure so incurred to the accounting period in which such expenses were incurred, the increase in stock in trade would have been higher by Rs 0.16 crores for the quarter ended December 31, 2007 and decrease in stock in trade would have been higher by Rs 17.51 cores for the nine months ended December 31, 2007 and loss after tax would have been lower by Rs 0.10 crore for the quarter ended December 31, 2007 and higher by Rs 11.56 crores for the nine months ended December 31, 2007.

(ii) Attention is invited to note 2 which sets out the position relating to State Advise Price (SAP) announced by the Uttar Pradesh Government for sugar season 2007-08. Pending final determination of revised SAP for this sugar season, the effect thereof on these results cannot be determined at this stage.”