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AEGIS LOGISTICS LIMITED

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									                                                                                                                                  AEGIS LOGISTICS LIMITED
                                                                                                                          Registered Office : 502, Skylon, G.I.D.C., Char Rasta, Vapi - 396 195, Dist. Valsad, Gujarat State


                                                                                                                                                     PUBLIC ANNOUNCEMENT
                                              FOR THE ATTENTION OF THE SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY
      This public announcement is made pursuant to the Provisions of Regulation 8(1) read with Regulation 15 ( c) of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 as amended and
                                                                              contains Disclosures as specified in Schedule II to these Regulations
                                                                      Offer for Buy-back of Equity Shares from Open Market through Stock Exchanges
1.      THE O..ER & BUY BACK PRICE:
1.1     Aegis Logistics Limited (“Aegis” or “the Company”) hereby announces the buy-back (the “Buyback”) of its fully paid                  Anand Rathi Securities Pvt Ltd (ARS), J.K.Somani Building, British Hotel Lane, Bombay Samachar Marg,                          The National Stock Exchange
        up equity shares of the face value Rs. 10/- each (“Equity Shares”) from the existing shareholders / beneficial                      Mumbai – 400 023. Tel: 022 56377000 .ax: 022 56377070
        shareholders of the equity shares of the Company from the open market through stock exchanges using the nationwide        iv        The Buyback of shares will be made only through the order matching mechanism except ‘all or none” order matching system
        electronic trading facilities of The Stock Exchange, Mumbai (“BSE”) and The National Stock Exchange of India              v         The Buyback shall be implemented in the manner and following the procedures prescribed in the Act and the
        Limited (“NSE”) (together as “Stock Exchanges”) in accordance with Sections 77A, 77AA and 77B of the Companies                      Buyback Regulations and as may be determined by the Board of Directors (including the Management Committee
        Act, 1956 (the “Act”) and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998                      of the Company authorized to complete the formalities of the Buyback, hereafter referred to as the “Board”), and
        (the “Buyback Regulations”) at a price not exceeding Rs. 75 /- per equity share (“Maximum Buyback Price”) payable                   on such terms and conditions, as may be permitted by law from time to time. There will be no negotiated deals,
        in cash for an aggregate amount not exceeding Rs. 616 lacs (Rupees Six Hundred and sixteen lacs only) (“Buyback                     spot transactions, or any private arrangements in the implementation of the Buyback.
        Size”). The Buyback Size represents 10 % of the aggregate of the Company’s paid up equity capital and free                vi        The Company from time to time, but not earlier than March 19, 2005, may place “buy” orders on the BSE and/or NSE
        reserves as on March 31, 2004 (the date of the last audited accounts).                                                              to Buyback Shares through ARS, in such quantities and at such prices, not exceeding Rs.75/- per Share, as it may
1.2     The number of Shares finally bought back would depend on the average price paid for the Shares bought back and                      deem fit, depending upon the prevailing quotations of the Shares in the secondary market. Intimation about the
        the amount deployed in the Buyback, subject to the maximum limit of 10% of the total paid up equity capital and                     Company’s presence in BSE and/or NSE to buyback its Shares will be made available to the respective Stock Exchanges.
        free reserves of the Company, in accordance with the Resolution passed by the Board of Directors of the Company           vii       Shareholders / beneficial owners, who desire to sell their shares under the Buyback, would have to do so through
        at its meeting held on March 04, 2005. This is subject to a further limit of 25% of the total paid up equity capital                a stock broker, who is a member of BSE and/or NSE, whenever the Company has placed a buy order for buyback of
        of the Company in the financial year as stipulated in the Companies Act. As an illustration, at the Maximum                         shares by indicating to their broker the details of the shares they intend to sell.
        Buyback Price of Rs. 75 per Equity Share and for an aggregate amount Rs. 616 lacs deployed, the number of
        Shares bought back would be 8,21,333 which would amount to approximately 5.02% of the pre-Buyback paid up                 viii      The transaction will be executed at the price at which the order matches and that price will be the price for that
        equity share capital of the Company as on March 31, 2004. Should the average price be lower than Rs. 75 per                         seller. It may be noted that all the Shares bought back by the Company may not be at a uniform price and that there
        Share, the number of Shares bought back would be more, assuming the deployment of an aggregate amount of                            shall be no obligation on the Company to place a “buy” order either on a daily basis or in both the odd lot as well as
        Rs.616 lacs Hence there is no specific minimum number of Shares that the Company proposes to buyback.                               the normal trading segment of both the Stock Exchanges or otherwise.
1.3     The Buy back will be implemented by the Company by way of Open Market purchases through the BSE and the NSE               ix        The Shares of the Company are traded in the compulsory demat mode (Trading code BSE : 500003, NSE
        using their nationwide electronic trading facilities. The Company shall not buyback its equity shares from any                      :AEGISCHEM)
        person through negotiated deals, whether on or off the Stock Exchanges or through spot transactions or through            x         Shareholders holding physical Shares can sell their Shares in the odd lot trading segment of the Stock Exchanges,
        any private arrangement in the implementation of the Buy Back.                                                                      if and when the Company places an order in that segment.
1.4     The maximum amount required by the Company for the said Buyback aggregating Rs 616 lacs will be available                 xi        Nothing contained herein shall confer any right on the part of any shareholder to the offer, or any obligation on the
        from the cash surplus, internal accruals and liquidation of financial assets of the Company. The Company does not                   part of the Company or the Board to buy back any Shares and / or impair any power of the Company or the Board
        intend to raise any debt for the purpose of financing the buy back.                                                                 to terminate any process related to the Buyback, if so permissible by law.
2.      PROPOSED TIME TABLE:                                                                                                      xii.      METHOD O. SETTLEMENT:
                                                                                                                                            a. The Company will pay the buyback consideration to the Broker on or before every pay-in date for each settlement as
       Milestone                                           Time .rame                                                                            applicable to BSE/NSE through which exchange the transaction was executed in respect of the Shares bought back.
       Date of opening of the buyback                      Not earlier than March 19,2005                                                   b. The shareholders / beneficial owners holding shares in the demat form would be required to transfer the number of
       Acceptance of Shares                                Within 15 days of the relevant pay                                                    Shares sold by tendering the delivery instruction to their respective Depository Participant (“DP”) for debiting their
                                                           out dates of the Stock Exchanges                                                      beneficiary account maintained with the DP and crediting the same to the pool account of the broker through whom
                                                                                                                                                 the trade was executed. Shareholders / beneficial owners holding the share in physical form may present their Share
       Extinguishment of Shares                            Within 7 days of acceptance as above                                                  certificates along with valid transfer deeds to their respective brokers through whom the trade was executed.
       Last date for the Buyback                           March 03, 2006 or earlier as may be                                              c. The Company has opened a Depository Account styled “Aegis Logistics Ltd” (DPID–12010600, ClientID–                         (Source: www.nseindia.com )
                                                           decided by the Board of Directors of the Company                                      00191825) with Anand Rathi Securities Private Limited. The Shares bought back in the demat form would be                 iii Notice of the Board Meeting convened to consider the proposal to buy-back a part of the Shares of the Company
3.      The provision of specifying “specified date” is not applicable in this case.                                                             transferred into the aforesaid account by the Brokers on receipt of the shares after the clearing and settlement              was given to the Stock Exchanges on .ebruary 25, 2005. The price of the Company’s equity share on .ebruary
4.      AUTHORITY .OR THE O..ER O. BUYBACK :                                                                                                     mechanism of BSE and NSE.                                                                                                     25,2005 on BSE and NSE was Rs. 65.35 and Rs 66.50 respectively. The Board at its meeting held on March 04,
        Pursuant to Sections 77A, 77AA and 77B and other applicable provisions of the Act, the Buyback Regulations, and                     d. The Shares lying in credit in the aforesaid account will be periodically extinguished, within 7 days from the date              2005 approved the proposal with maximum price for an aggregate amount not exceeding Rs. 616 lacs and at a
        the relevant provisions in the Articles of Association of the Company, the present Buyback from the open market                          of acceptance of the shares, in the manner specified in the Buyback Regulations. In respect of the Shares                     price not exceeding Rs. 75 /- per Share. Accordingly the no. of shares which can be bought at maximum price will
        through Stock Exchanges has been duly authorised by a resolution passed by the Board of Directors of the Company                         bought in the physical form, the shares would be extinguished and the share certificates physically destroyed                 be limited to 8,21,333. The closing market price as on March 04,2005 i.e. immediately after the date of the Board
        (the “Board”) at their meeting held on March 04, 2005                                                                                    within 7 days of the acceptance of the Offer in the manner specified in the Buyback Regulations. The details                  resolution approving the buy-back on BSE and NSE was Rs 79.70 and Rs.79.95 respectively.
5.      DISCLOSURES O. MATERIAL .ACTS INCLUDING THE CONTENTS O. THE PUBLIC NOTICE ISSUED A.TER                                                   of the Shares extinguished would be notified to the stock exchanges on which the Shares are listed and traded                 (Source: NSE, www.nseindia.com and BSE, www.bseindia.com)
        THE BOARD MEETING HELD ON MARCH 04, 2005:                                                                                                and to the Securities and Exchange Board of India as per the provisions of the Buyback Regulations.                      15. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN:
        The Public Notice is issued pursuant to the provisions of Regulation 5A of the Securities and Exchange Board of           8.        THE MAXIMUM AMOUNT TO BE INVESTED UNDER THE BUY BACK :                                                                        i. The Share Capital of the Company as on March 04, 2005 (being the date of Board Meeting) is as follows:
        India (Buyback of Securities) Regulations, 1998 (hereinafter referred to as “Buyback Regulations”). Aegis Logistics                 The Board of Directors in their meeting held on March 4, 2005 authorised buy back of shares up to 10% of Equity                                                                                                                  (Rs. ‘000)
        Limited proposes to Buyback its fully paid up shares of Rs 10/- each to the extent of or less than 10% of the total                 Share Capital & Reserves i.e. Rs.616 lacs.                                                                                         Authorised
        paid up equity capital and free reserves of the Company. In this behalf, disclosures as required under Regulation 5A      9.        SOURCES O. .UNDS AND NUMBER O. SECURITIES PROPOSED TO BE BOUGHT BACK:                                                              4,90,00,000 Equity shares of Rs.10/- each                                                     4,90,000
        read with Schedule I to the Buyback regulations are set out herein below:                                                           The Board of the Company have approved, in their meeting held on March 04, 2005, the Buyback of a maximum of                       1,00,000 13.5% Cumulative Redeemable Preference shares of Rs 100 each                            10,000
        i.      The first proviso to Section 77A (2)(b) of the Companies Act, 1956 (hereinafter referred to as “Companies                   8,21,333 Shares at a maximum price of Rs 75 /-per Share and maximum amount of Rs. 616 lacs to be deployed for
                Act”) read with the Buyback Regulations permits Buyback of equity shares of a Company up to 10% of the                                                                                                                                                         Issued
                                                                                                                                            the purpose of Buyback. The funds for the buyback operation would be available from the cash surplus, internal                     1,63,40,584 Equity shares of Rs.10/- each                                                     1,63,406
                total paid up equity capital and free reserves of the Company, authorized by means of a Resolution passed                   accruals and liquidation of financial assets of the Company. The Company does not intend to raise any debt for the
                by Board of Directors of the Company at its meeting. The Board of Directors of Aegis Logistics Ltd (hereinafter             purpose of financing the buyback. There is no minimum of shares that the Company proposes to Buyback.                              Subscribed and paid up:
                referred to as “the Company”) at its meeting held on March 4, 2005 approved the proposal for buyback of           10.       BRIE. IN.ORMATION ABOUT THE COMPANY:                                                                                               1,63,40,584 Equity shares of Rs.10/- each                                   1,63,406
                the Company’s paid up equity shares of Rs 10/-each (hereinafter referred to as “Buyback”) at a price not                                                                                                                                                       Less: Calls/allotment monies unpaid                                         1,229 *           1,62,177
                exceeding Rs 75/- per equity share (hereinafter referred to as “Maximum Offer Price”) payable in cash, upto                 The Company was incorporated in 1956 under the name Atul Drug House Ltd. Before the present name it was
                                                                                                                                            known as Aegis Chemical Industries Ltd. The Company had started operations as a speciality chemicals manufacturer             * As at March 31, 2004.
                an aggregate amount not exceeding Rs 616 lacs that is not exceeding 10% of the total paid up equity                                                                                                                                                       Notes: Of the above Equity Shares:
                capital and free reserves of the Company as on March 31, 2004 from the open market through Stock                            in 1967 with a formaldehyde plant in Vapi, Gujarat. In 1970 the Company had started India’s first pentaerythritol
                Exchanges in accordance with the provisions contained in the Articles of Association of the Company and                     plant, and became an important supplier to the paints industry. In 1977 the company set up a port terminal in                 i.     20,000 equity shares of Rs 10 each allotted in earlier years have been issued to two non-resident companies
                Sections 77A, 77AA, 77B and all other applicable provisions, if any of the Companies Act and the provisions                 Mumbai able to handle ships carrying cargoes of chemicals. In 1981, the Company diversified further into                             against their deposits. The said deposits were to be utilized towards import of capital goods.
                contained in Buyback Regulations. In terms of the Companies Act the buyback of equity shares shall not                      manufacturing another speciality chemical: natural fatty alcohols based on vegetable oils. Again, the Company                 ii.    8,20,000 equity shares of Rs 10 each were allotted in earlier years as fully paid up by way of Bonus Shares
                exceed 25% of the total paid up equity capital of the Company in a financial year. The resolution of the                    was a pioneer in manufacturing such chemicals in India and began to export to world markets in the US, Japan and                     by capitalization of general reserve.
                Board of Directors authorizes a Committee of Directors to oversee all matters pertaining to the Buyback and                 Europe. .ollowing liberalisation of the Indian economy in 1991, the logistics business saw major growth and it was            iii.   74,900 equity shares of Rs 10 each were allotted on March 11, 1981 as fully paid up without payment being
                authorizes certain Directors and Executives to perform acts necessary in the implementation of the Buyback.                 decided to focus on this business and divest the bulk of the chemical manufacturing assets. In 1998 Company                          received in cash pursuant to the scheme of amalgamation sanctioned by order of High Court of Gujarat dated
                                                                                                                                            decided to concentrate on Third Party Logistics Business (3PL) as its area of core competence and exited from                        December 16, 1980.
        ii.     The Company has accumulated .ree Reserves and satisfactory liquidity. With a view to increase underlying                    speciality chemical manufacturing.
                share value and to achieve target Capital Structure, the Company has planned buy-back. This offers a                                                                                                                                                      iv.    2,81,000 equity warrants have been converted into equity shares during 1995-96.
                reasonably fair exit opportunity to those shareholders who so desire, in a manner that does not substantially               In 2000 Company entered into marketing and distribution of LPG to Industrial Customers and became a leading
                                                                                                                                            player in the Private Sector.                                                                                                 v.     11,83,400 equity shares of Rs 10 each have been allotted as fully paid up and issued to shareholders of
                impact the market price of the Company’s Shares to the detriment of the continuing shareholders. .urther,                                                                                                                                                        erstwhile Amit Alcohol and Carbon Dioxide Ltd on amalgamation without payment being received in cash
                the Buyback is also expected to enhance the earnings per share of the company in future and create long-                    The Company was renamed as Aegis Logistics Limited in the year 2000 to market its transformation from a                              pursuant to the scheme of amalgamation sanctioned by order of High Court of Gujarat dated April 2, 1997
                term shareholder value. There is no minimum number of shares that the company proposes to buy back.                         speciality chemical manufacturing company into one of India’s leading logistics companies. In effect, the
                                                                                                                                            Company is basically a 3PL Service Provider to Chemical, Oil and Gas Industry. In addition, Company is also                   16. There are no convertible instruments outstanding.
        iii.    The Board of Directors of the Company have approved, in the above meeting, the Buyback as per method                                                                                                                                                      17. CAPITAL STRUCTURE POST BUYBACK:
                prescribed under regulation 4(1)(b)(ii) of SEBI (Buy-back of Securities) Regulations, 1998 i.e. from open                   directly importing Propane and LPG Its Business Operations are thus divided into two major activities viz. i)
                                                                                                                                            Liquid Terminal Division and Gas Terminal Division.                                                                                  The present shareholding pattern of the Company at opening of Business hours on March 05, 2005 is as shown below:
                market through Stock Exchange.
        iv.     The maximum amount required is Rs. 616 lacs for the purpose of Buyback. The funds for the buyback                 11.       BRIE. .INANCIAL IN.ORMATION O. THE COMPANY:
                operation would be available from the cash surplus, internal accruals and liquidation of financial assets of                The financial information on the company for the last three financial years (audited) and unaudited figures for the
                the Company. The Company does not intend to raise any debt for the purpose of financing the buyback.                        nine months ended December 31, 2004, is given below: (Rs lacs)
        v.      The Board at its meeting held on March 04, 2005, approved the buy back offer price of Rs.75/- per equity              .or the Year /               31/12/2004            31/03/2004            31/03/2003          31/03/2002
                share. The offer price has been arrived at based on average of high and low closing price of the shares on            Period ended on              (Nine mths)
                BSE during the 26 weeks period prior to the date of Board Meeting, return on equity, earning per share, net
                worth and other relevant factors.                                                                                     Sales                                8193                 8082                  6919             10658
        vi.     The number of Shares finally bought back would depend on the average price paid for the Shares bought                 Total Income                         8288                 8424                  7076             10811
                back and the amount deployed in the Buyback. However, the number of Shares to be bought back at maximum               PBDIT                                2342                 1889                  1338              2056
                price is limited to 8,21,333 Shares and the amount to be deployed in the Buyback is limited to Rs. 616 lacs.          Interest Expenses                     723                  450                    443               532
                As an illustration, at the Maximum Buyback Price of Rs. 75/- per Equity Share and for an aggregate amount             Depreciation                          367                  314                    269               306
                Rs. 616 lacs deployed, the number of Shares bought back would be 8,21,333 which would amount to                       Extra Ordinary
                approximately 5.02 % of the pre-Buyback paid up equity share capital of the Company as on March 31,                   Items – Income (Net)                  122                      -                      -                -
                2004. Should the average price be lower than Rs. 75 /- per Share, the number of Shares bought back would
                be more, assuming the deployment of an aggregate amount of Rs.616 lacs Hence there is no specific                     PBT                                  1374                 1125                    626             1218
                minimum number of Shares that the Company proposes to buyback.                                                        PAT                                   882                  855                    701               711
        vii. (a) The aggregate shareholding of the promoter and of the directors of the promoters, where the promoter is              Paid up Equity
                a company and of persons who are in control of the company as on the date of the Meeting of the Board of              Share Capital                        1622                 1622                  1622              1622
                Directors i.e March 04, 2005. is 1,04,41,885 equity shares constituting 63.90% of the paid up share                   Reserves & Surplus **                    -                4672                  3901              3351
                capital of the Company.                                                                                               Net worth **                             -                6294                  5523              4973
                (b) Persons mentioned in (a) above have not purchased or sold any equity shares (except interse transfer)             Total Debt                               -                2577                  3419              2952
                during a period of six months preceding the date of the Board Meeting i.e. March 4, 2005 at which the buy             Book Value per share (Rs.)               -                38.52                33.80              30.43
                back was approved.                                                                                                    EPS (Rs.)                           1.87^                  5.23                  4.29              4.35
        viii. The company shall not purchase equity shares under Buyback from the Promoters.                                          Debt Equity Ratio                        -                 0.41                  0.62              0.59
        ix.     (a) The Buyback is expected to be completed within the Statutory validity period of the resolution dated              Return on Networth (%)                   -                13.59                12.69              14.30
                March 4, 2005 passed by the Board of Directors of the Company, which is at present twelve months from
                the date of passing the resolution at the meeting of the Board of Directors or such other date as may be          ** Excludes Revaluation Reserves & Miscellaneous Expenditure (to the extent not written off)                                            ^      Out of 1,63,40,584 shares 2,20,470 shares are not fully paid up and there is a call in arrear of Rs 12.29 lacs
                determined by the company at anytime by giving appropriate notice for such earlier date , if any, whichever             ^ not annualized                                                                                                                         as at March 31, 2004.
                is earlier.                                                                                                             Definitions                                                                                                                       *      Assumed that at a proposed maximum price of Rs. 75 per Share and for an aggregate amount of Rs. 616 lacs
                (b)The ratio of debt owed by the Company will not be more than twice the Equity Capital and free reserves               Networth = Equity Share Capital + Reserves and Surplus – Miscellaneous Expenditure (to the extent not written off)                       deployed, 8,21,333 Shares would be bought back. The shareholding, post buyback may differ depending upon
                of the Company after Buyback                                                                                            Book Value per Share = (Networth)/(No. of Shares outstanding at the year end)                                                            the actual number of equity shares bought back under the Buyback.
                (c) The Company’s shares are listed on The Ahmedabad Stock Exchange , Delhi Stock Exchange , The Stock                  EPS (Earnings per Share) = (Profit after Tax) / (No. of Shares outstanding at the year end)                                       a.     There are no outstanding convertible instruments and no locked-in or non-transferable shares.
                Exchange, Mumbai (BSE) and National Stock Exchange (NSE).                                                               Debt Equity Ratio = (Total Debt) / (Networth)                                                                                     b.     The promoters of the Company do not intend to tender shares in the buy-back programme.
                (d) It is hereby confirmed that there are no defaults subsisting in repayment of deposits, redemption of                Return on Networth = (Profit after Tax) / (Networth)                                                                              c.     The aggregate shareholding of the promoters and of the directors of the promoter companies and of the
                debentures or preference shares or repayment of term loans to any financial institution or bank.                                                                                                                                                                 directors of the Company on the date of the Board Meeting is 1,04,41,885 Equity Shares constituting 63.90%
                                                                                                                                  12. There is no requirement of Escrow Account as the Company is going to effect Buyback from open market through
        x.      The Board of Directors confirms that they have made a full inquiry into the affairs of the Company and they             Stock Exchange.                                                                                                                          of the issued share capital of the Company.
                have formed an opinion that:                                                                                                                                                                                                                              18.    DETAILS O. SHARES PURCHASED / SOLD BY PROMOTERS AND DIRECTORS O. THE COMPANY:
                                                                                                                                  13. LISTING DETAILS AND STOCK MARKET DATA:
                (a) immediately following the date on which the Board Meeting was held there would be no grounds on                                                                                                                                                              Save and except the acquisition of 1,42,407* equity shares, no shares were purchased or sold by the Promoters
                which the Company could be found unable to pay its debts ;                                                              i The Company’s shares are listed on The Ahmedabad Stock Exchange , Delhi Stock Exchange, The Stock
                                                                                                                                            Exchange, Mumbai (BSE) and National Stock Exchange (NSE).                                                                            and Directors of the Company during the period of twelve months preceding the date of the Board Meeting as
                (b) as regards Company’s prospects for the year immediately following that date that having regard to                                                                                                                                                            per details given below :
                Board’ s intention with respect to the Management of Company’ s business during that year and to the                    ii High, low and average market prices for last three years and monthly high, low and average market prices for
                amount and character of financial resources which will, in the Board’ s view, be available to the Company                   six months preceding the date of public announcement of the offer and their corresponding volumes on BSE and                         Purchase Price                  No. of Shares         No. of Shares sold                Date
                during the year, the Company will be able to meet its liabilities as and when they fall due and it will not be              NSE, where the Shares of the Company are more frequently traded, are as follows:
                                                                                                                                                                                                                                                                                 (Rs. / Share)                   purchased*
                rendered insolvent within a period of one year from that date                                                     The Stock Exchange, Mumbai
                                                                                                                                                                                                                                                                                 14.70                           144082                1675                              06/04/04
                (c) in forming an opinion for the above purposes as aforesaid, the Directors have taken into account the
                liabilities as if the Company were being wound up under the provisions of the Companies Act, 1956 (including                                                                                                                                              * Excludes Inter-se transfer of shares between promoters.
                prospective and contingent liabilities).                                                                                                                                                                                                                  19. MANAGEMENT DISCUSSION & ANALYSIS ON LIKELY IMPACT O. THE BUYBACK ON THE COMPANY:
        xi.     The text of the Report dated March 04, 2005 received from M/s C.C.Chokshi & Co. Chartered Accountants,                                                                                                                                                    i.     Consequent upon buy-back of equity shares as proposed, the Company does not anticipate any significant
                the statutory auditor of the Company, addressed to the Board of Directors is reproduced below:                                                                                                                                                                   change in the earnings from its business except to the extent of loss of investment income on the amount
                We are Statutory Auditors of Aegis Logistics limited (“the Company”).                                                                                                                                                                                            utilised for funding the Buyback.
                We have examined books of account and other records maintained by the Company.                                                                                                                                                                            ii     The Buyback is expected to contribute to further improvement in the financial ratios and an overall enhancement
                We have been informed that the board of Directors of the Company, in their meeting held on 4th March,                                                                                                                                                            of the shareholder value .
                2005, passed a resolution that subject to requisite approvals, the Company to buy-back its fully paid-up                                                                                                                                                  iii    Post Buyback, the Debt -Equity Ratio, assuming a deployment of Rs 616 lacs will be within 2:1 as prescribed
                equity share capital from its shareholders at a price not exceeding Rs.75/- per share. In this regard, we                                                                                                                                                        under section 77A of the Act .
                confirm as under:                                                                                                                                                                                                                                         iv     The Promoters do not intend to participate in the Buyback. Consequent to the Buyback, and subject to the
                1. We have enquired into the state of affairs of the Company as at 31st March 2004 on the basis of its                                                                                                                                                           final response to the Buyback, the percentage holding of the Promoters would increase beyond 63.90%. The
                     audited accounts and as at 31st December, 2004 on the basis of unaudited financial results for the nine                                                                                                                                                     Buyback will not affect the present management structure of the Company.
                     months ended as on that date.                                                                                                                                                                                                                        v      The percentage holdings of the Non-Resident shareholders, Indian .inancial Institutions, Banks, .IIs and
                2. The amount of permissible capital re-payment towards Buy-back of equity shares being 10% of the                                                                                                                                                               Indian Public shareholders would undergo a change consequent to Buyback based on the number of shares
                     paid-up capital and free reserves of the Company, is properly determined in accordance with Section                                                                                                                                                         offered by/bought back from these shareholders
                     77(A) (2)(c) of the Companies Act,1956 :
                                                                                                                                                                                                                                                                          20. STATUTORY APPROVALS:
                      Particulars                                                          Amount (Rs. In lacs)                                                                                                                                                                  The Board in the meeting held on March 04, 2005 has approved the buyback. Buyback from Non-Resident
                      Paid-up Share Capital as at 31st March, 2004                         1621.77                                                                                                                                                                               shareholders will be subject to approval, if any, of the appropriate authority including the Reserve Bank of
                      .ree Reserves as at 31st March, 2004                                 4543.44                                                                                                                                                                               India, as applicable. No other statutory approvals are required to be obtained for the buyback.
                      Total                                                                6165.21                                                                                                                                                                        21. The requirement of collection and bidding centers are not applicable in this case.
                 Maximum permissible amount of capital payment for buy-back of equity shares, being 10% of the above,                                                                                                                                                     22. COMPLIANCE O..ICER AND REMEDIES .OR INVESTOR PROTECTION:
                 is Rs.616.52 lacs.                                                                                                                                                                                                                                              Mr S R Iyer - Deputy General Manager (Legal) & Company Secretary
             4. The Board of Directors at their meeting held on 4th March, 2005 have formed their opinion on reasonable                                                                                                                                                          Aegis Logistics Ltd., 403, Peninsula Chambers, Morarjee Mills Compound
                 grounds that the company will not, having regard to its state of affairs, be rendered insolvent within a                                                                                                                                                        G.K.Marg , Lower Parel (W), Mumbai – 400 013. Tel: 022 5666 3666 .ax: 022 5666 3777
                 period of one-year from that date.                                                                                                                                                                                                                              Investor may contact the compliance officer for any clarification or address their grievances, if any, during
                 Books of account of the company for the year ended 31st March, 2005 are under audit.                                                                                                                                                                            the office hours i.e.10.00 a.m. and 5.00 p.m. on all working days except holidays.
                 This report has been issued to the Company to comply with Securities & Exchange Board of India (Buy-                                                                                                                                                            INVESTOR SERVICE CENTRE:
                 Back of Securities) Regulation, 1998 and is not to be used for any other purpose.                                                                                                                                                                               In case of any queries the shareholders may contact the Investor Services Centre of the Company.
        xii. The Board of Directors of the Company accepts responsibility for the information contained in the Public                                                                                                                                                            M/s. Sharepro Services (India) Pvt Ltd., Satam Estate, 3rd .loor, Above Bank of Baroda,
             Notice / Public Announcement.                                                                                                                                                                                                                                       Chakala, Andheri (E), Mumbai 400 099. Tel: 022 28329828 .ax: 022 2837 5646
6.      NECESSITY .OR BUY-BACK:                                                                                                                                                                                                                                           23. MANAGERS AND ADVISOR TO THE BUYBACK:
             The Company has accumulated free reserves and satisfactory liquidity. With a view to increase underlying share                                                                                                                                                      The Company has appointed Anand Rathi Securities Pvt Ltd as Manager to the Buyback Offer. Their
             value and to achieve target capital structure the Company has planned Buyback. This offers a reasonably fair exit                                                                                                                                                   contact details are:
             opportunity to those shareholders who so desire, in a manner that does not substantially impact the market price                                                                                                                                                    M/s. Anand Rathi Securities Pvt Ltd
             of the Company’s Shares to the detriment of the continuing shareholders. .urther, the Buyback is also expected to                                                                                                                                                   J.K.Somani Building, British Hotel Lane, Bombay Samachar Marg, Mumbai – 400 023.
             enhance the earnings per share of the Company in future and create long term shareholder value.                                                                                                                                                                     Tel: 022 56377000 .ax: 022 56377070 Email: nishashah@rathi.com
7.      PROCESS AND METHODOLOGY TO BE ADOPTED .OR BUYBACK:
                                                                                                                                                                                                                                                                                 DIRECTORS’ RESPONSIBILITY
        i.   The Buyback is open to all equity shareholders of the Company both registered and unregistered holding
             shares either in physical and/or electronic form, except promoters or persons in control of the Company.                                                                                                                                                     As per Regulation 19(1)(a) of the SEBI (Buyback of Securities) Regulations, 1998, the Directors of the Company
        ii.  The Company proposes to achieve the Buyback from the open market through the stock exchanges with                                                                                                                                                            accept full and final responsibility for the information contained in this Public Announcement.
             electronic trading facility. The Company proposes to Buyback Shares on NSE and BSE using their nationwide                                                                                                                                                                                          .or and on Behalf of the Board of Directors of Aegis Logistics Limited
             electronic terminals.                                                                                                                                                                                                                                        Place: Mumbai                                       Sd/-                      Sd/-                Sd/-
        iii. .or the aforesaid Buyback, the Company has appointed the following broker (“Broker”) through whom the                                                                                                                                                                                                            S.K. HAZRA                V.B. GANGAR         S.R. IYER
             purchases and settlement on account of the Buyback would be made :                                                          (Source: bse, www.bseindia.com )                                                                                                 Date: March 10, 2005                                Managing Director         Director            Company Secretary

								
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