Rrgreenhandslof

LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer (LOO) is sent to you as equity shareholder(s) of RR Greenhands Infrastructure India Limited. If you require any
Clarifications about the action to be taken, you may consult your stock broker or investment consultant or Karvy Investor Services
Ltd.(Manager to the Offer) or Karvy Computershare Pvt Ltd(Registrar to the Offer). In case you have sold your shares in the Company,
please hand over this LOO and the accompanying Form of Acceptance cum acknowledgment and Transfer Deed to the Member of Stock
Exchange through whom the said sale was effected.
CASH OFFER AT A PRICE OF RS. 10/- (RUPEES TEN ONLY) PER EQUITY SHARE
[Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 and subsequent amendments thereto]
TO ACQUIRE
from existing equity shareholders upto 21,00,000 equity shares of Rs. 10/- each representing 20% of the
voting share capital of
RR GREENHANDS INFRASTRUCTURE INDIA LIMITED
#58,Thirumalai Pillai Road, T.Nagar, Chennai-600017
Ph: 044-52121927; Contact Fax: 044-52035887
By
M/s SAAG (MAURITIUS) LTD
St.James Court,Suite 307,St.Denis Street,Port Louis,Republic of Mauritius
Phone/Fax:(230)2103273
And
MR. R.SRIRAM
resident of No 16, Balaji Avenue,1st Street, T. Nagar,
Chennai-600017, Ph: 044-55192100
(HEREINAFTER REFERRED TO AS “ACQUIRERS”)
Along With
M/S. SAAG CONSOLIDATED (M) BHD
Unit No. 19-5, Block C1, Dataran Prima, Jalan PJU 1/41,
47301 Petaling Jaya, Selangor Darul Ehsan Malaysia
Tel: +60 (3) 7884 8200, Fax: +60 (3) 7880 7958
And
MR.R.RAJU, MR. R.ANANTHAKRISHNAN, MRS.BHARATHI ANAND
all being residents of No 16, Balaji Avenue,1st Street, T. Nagar,
Chennai-600017, Ph: 044-55192100
(HEREINAFTER COLLECTIVELY REFERRED TO AS “PERSONS ACTING IN CONCERT/PACs”)
Approval from RBI will be required for acquisition of shares from NRI shareholders, if any. As on date no other approvals, statutory or
otherwise, are required under the Companies Act 1956, Monopolies and Restrictive Trade Practices Act, 1969, the Foreign Exchange
Management Act, 1999 and /or any other applicable laws and from any bank and/ or financial institutions for the said acquisition.
The shareholders shall have the option to withdraw acceptance tendered by them upto three working days prior to the
date of closure of the offer i.e. on or before 18 August, 2004.
In case of any upward revision/withdrawal of the offer, the Public Announcement for the same would be made in the same newspapers
where the original Public Announcement has appeared. The last date for such upward revision, if any, is 12 August 2004. Acquirers will pay
the same price for all equity shares tendered during the offer period.
The Offer is not subject to minimum level of acceptance.
The procedure for acceptance is set out in section 12 of this Letter of Offer. A form of acceptance cum acknowledgement, Form of
Withdrawal and instrument of transfer are enclosed with this Letter of Offer.
Equity Shareholders may note that if there is a competitive bid,
The public offers under all the subsisting bids shall close on the same date.
As the offer price can not be revised during 7 working days prior to the closing date of the offers / bids, it would,
therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price
of each bid and tender their acceptance accordingly.
A copy of the Public Announcement & Letter of Offer (including form of acceptance cum acknowledgement and form of withdrawal) is also
available at the website of SEBI www.sebi.gov.in

Manager to the Offer Registrar to the Offer
KARVY INVESTOR SERVICES LTD KARVY COMPUTERSHARE PVT.LTD
“Karvy House”,46, Avenue 4, Street No1, Karvy House”,46, Avenue 4, Street No1,
Banjara Hills, Hyderabad – 500 034. Banjara Hills, Hyderabad – 500 034
Phone Nos.: 040 – 23374714/23312454 Phone Nos.:040-23320251/23320751
Fax No. : 040 – 23374714; Fax No. : 040 23311968 ;
Email : mbd@karvy.com E mail : murali@karvy.com
Contact person : Mr. P S Shastry Contact person : Mr. Murali Krishna

Activity Original Schedule Revised Schedule
Public Announcement (PA) 4 June, 2004(Friday) 4 June,2004 (Friday)
Last date for competitive bid 25June, 2004(Friday) 25 June, 2004 (Friday)
Specified Date 1 July, 2004(Thursday) 1 July, 2004 (Thursday)
Date by which Letter of Offer to be posted to 14 July, 2004 (Wednesday) 21 July, 2004(Wednesday)
the shareholders
Date of Opening of the Offer 26 July, 2004(Monday) 26 July, 2004(Monday)
Last date for revising the offer price/ Number of shares 13 August, 2004(Friday) 12 August, 2004(Thursday)
Last Date for withdrawal of acceptance by shareholders 19 August, 2004(Thursday) 18 August, 2004(Wednesday)
who have accepted the Offer
Date of Closure of the Offer 24 August, 2004(Tuesday) 24 August, 2004(Tuesday)
Date by which acceptance/ rejection under the 23 September, 2004(Thursday) 22 September, 2004(Wednesday)
Offer would be communicated and the corresponding
payment for the acquired shares and/ or the unaccepted
shares/ share certificates will be dispatched/ credited.

INDEX
Sr.No. Subject Page No.
1 Disclaimer clause 1
2 Details of the offer 1
3 Rationale for the Offer 3
4 Background of the Acquirers 3
5 Background of the PACs 6
6 Statutory Approval 16
7 Delisting Option to RRGL 16
8 Background of the Target Company/ RRGL 16
9 Offer Price 20
10 Financial Arrangement 22
11 Terms & Conditions of the offer 22
12 Procedure for acceptance and settlement of the offer 23
13 General 25
14 Documents for inspection 26
15 Declaration by the Acquirers and PACs 26

DEFINITIONS

Acquirers M/s SAAG (Mauritius) Ltd /SML & Mr. R Sriram
SCB M/s SAAG Consolidated (M) Bhd
Persons Acting in Concert/PACs Mr. R.Raju, Mr. R.Ananthakrishnan, Ms. Bharathi Anand and M/s. SAAG Consolidated (M) Bhd
Date of Public Announcement 4 June, 2004
Letter of Offer/LOO This Letter of Offer
Persons Eligible to participate in the Offer Equity shareholders of RR Greenhands Infrastructure India Limited (other than the Acquirers
and Persons Acting in concert) whose names appear on the Register of the Members of RR
Greenhands Infrastructure India Limited at the close of business hours on 1 July, 2004 (the
“Specified Date”) and also to those persons who own the shares at any time prior to the
closure of the offer, but are not the registered equity shareholders.
SEBI Securities and Exchange Board of India
Specified Date 1 July, 2004
The Regulations / SEBI (SAST) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations1997 Regulations 1997 and subsequent amendments thereof
Target Company / RRGL/ the Company RR Greenhands Infrastructure India Limited
Manager to the Offer/ Merchant Banker Karvy Investor Services Limited
Book Value per share/BV [(Share Capital + Reserves (net of revaluation reserves) – (Miscellaneous expenses to the
extent not written off)]/ Number of Shares
Registrar To The Offer Karvy Computershare Pvt Ltd
BSE The Stock Exchange, Mumbai
MSE The Madras Stock Exchange
DP Depository Participant
USD United States Dollar
RM Malaysian Ringgit

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RISK FACTORS
Relating to Transaction
The transaction is a preferential allotment of shares to the Acquirer, SAAG Mauritius Ltd(SML). The shares are still in the
process of being listed on the MSE and BSE. Other than this there is no other risk with the transaction.
Relating to the Proposed Offer
1) Transfer of equity shares received from NRI shareholders under the offer is subject to receipt of RBI approval for the
same.
2) If the aggregate of the valid responses to the offer exceeds offer size, then the acquirers shall accept the valid
applications received on a proportionate basis in accordance with Regulation 21(6) of the Regulations.
3) The Target Company has complied with the applicable SEBI (SAST) Regulations with a delay and SEBI has initiated
adjudication proceedings against the target company. This may result in the Company having to pay penalty for the
delayed period.
In Associating with the Acquirers and PAC
SML does not have any prior business ventures in India. The success of SML’s business venture in India depends to a
significant extent upon SML’s abilities and efforts to retain and maintain the current management team and skilled personnel
who have contributed to the growth of RRGL.

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 OVERSEEING WHETHER THE DISCLOSURES
CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS
REQUIREMENT IS TO FACILITATE THE EQUITY SHAREHOLDERS OF RR GREENHANDS INFRASTRUCTURE INDIA
LTD TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY
EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE 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 THE ACQUIRERS ARE
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 ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY.
IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER KARVY INVESTOR SERVICES LIMITED
HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 17 JUNE 2004 TO SEBI IN ACCORDANCE WITH THE
SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT
AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS
FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE OFFER.
SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE MANAGER TO THE OFFER,
ANY IRREGULARITIES OR LAPSES IN LETTER OF OFFER. THE ACQUIRERS &THE PACs ACCEPT NO RESPONSIBILITY
FOR STATEMENTS MADE OTHERWISE THAN IN THE LETTER OF OFFER OR IN THE ADVERTISEMENT OR ANY
MATERIAL ISSUED BY OR AT THE INSTANCE OF THE ACQUIRERS AND THE MANAGER TO THE OFFER, AND
ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT HIS/HER/
THEIR RISK.

2. DETAILS OF THE OFFER
2.1 Background of the offer
a) The Offer is being made by SAAG (Mauritius) Ltd (SML) and Mr.R.Sriram (Acquirers) along with M/s. SAAG Consolidated
(M) Bhd(SCB), Mr R. Raju, Mr R.Ananthakrishnan and Ms.Bharathi Anand (PACs) to the Equity Shareholders of RR
Greenhands Infrastructure India Ltd (hereinafter referred to as “Target Company” / “RRGL”).The Acquirers and
PACs together hold 6098200 (58.08%) shares of the Target Company as on the date of the Public Announcement.
b) The Board of Directors of RR Greenhands Infrastructure (India) Limited at it’s meeting held on 31st May,
2004 has made a preferential allotment of 46,53,800 Equity shares to SML at a price of Rs10/- (Rupees
Ten Only) per share(‘the preferential allotment”). The preferential allotment of equity shares had been

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approved by the shareholders by way of passing a special resolution in the Extraordinary General Meeting
(EGM) of the Company held on 17 th May 2004. The price of Rs.10/- per share has been arrived at in terms
of the Guidelines for Preferential Allotment prescribed by SEBI. The said equity shares will be subject to
“lock-in” as per the aforementioned Guidelines. Prior to the aforementioned preferential allotment, SML
did not hold any equity shares of RRGL. Following the preferential allotment SML held 44.32% of the
post preferential issue capital of the target company. On 17/06/2004 SML further acquired 7,01,200
shares from SAAG Consolidated Bhd(“SCB”) at a price of Rs 6.35/- (Rupees Six paise thirty five Only) per
share. The provisions of Regulation 22(17) of the Regulations have been complied with. With this
acquisition SML totally holds 51% of the Equity Capital of the Target Company. SML is a wholly owned
subsidiary of SCB.
c) The above has resulted in consolidation of the shareholding and therefore the provisions of Regulation
11(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent
amendments thereto (Hereinafter referred to as the “Regulations”) have been attracted. The Acquirers
along with the PACs have announced an offer under the Regulations to acquire by tender upto 21,00,000
fully paid-up equity shares of Rs.10/- each of RRGL representing 20% of the post preferential issue paid up
equity share capital from the remaining shareholders of RRGL (other than “Acquirers and PACs”), at a price
of Rs.10/- per fully paid-up equity share (the “Offer Price”) payable in cash (the “Offer”). RRGL does not
have any partly paid up equity shares.
d) The present Directors of RRGL are Mr.R.Raju (Chairman),Mr.R.Sriram (Managing Director),Mr.V.Vasudevan,
Mr.R.Ananthakrishnan and Mr.G.V.Satish Narayana. The constitution of the Board of Directors is proposed to change
after the offer to Mr Tan Sri Dr. Mohamed Yusof Bin Hashim, Mr. Ajeet Ahluwalia, Mr. Anand Subramanian – Alternate
Director to Ajeet Ahluwalia, Mr. Loganathan Ramanujam - Alternate Director to Tan Sri Dr. Mohamed Yusof Bin
Hashim, Mr.R.Raju, Mr.R.Sriram, Mr. Shankar and Mr. Thiagarajan.
e) The offer is not subject to any minimum level of acceptance and is not a conditional offer.
f) The Acquirers, PACs and RRGL are not included in the list of persons / entities debarred from accessing the capital
market under Section 11 B of the SEBI Act, 1992 and no action has been initiated by SEBI against them under any
other Regulation made under the SEBI Act.
2.2 Details Of The Proposed Offer
a) The Acquirers and PACs have announced their intention to make a public offer to the existing equity shareholders
of RRGL at a price of Rs. 10/- per share through a public announcement which was published on Friday, 4 June, 2004
in compliance with Regulation 15 of the Regulations in all editions of ‘Business Line’ being an English National Daily,
‘Pratahkal’ being an Hindi National Daily, ‘Makkal Kural’(Tamil) being a regional language daily with wide circulation at
the place where the registered office of the Company is located. A copy of the Public Announcement is also
available on the SEBI website at www.sebi.gov.in.
b) The Acquirers and PACs announced an open offer under Regulation 11(1) of the Regulations, to acquire by tender
upto 21,00,000 equity shares of Rs.10/- each of RRGL representing 20% of the paid up equity share capital from
the remaining equity shareholders of RRGL (other than the Acquirers and PACs) on the terms and subject to the
conditions set out in this Letter of Offer, at a price of Rs. 10/- (Rupees Ten Only) per equity share (the “Offer
Price”) payable in cash (the “Offer”).
c) The equity shares of RRGL are listed on the Stock Exchange, Mumbai (“BSE”) and the Madras Stock
Exchange( “MSE”). The equity shares of the Company are infrequently traded on the BSE and MSE in
terms of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997. They are included in
the ‘Z’ category by BSE. The offer price of Rs.10/- per share has been determined as per Regulation 20(5)
of the Regulations.
d) The equity shares of RRGL to be acquired, pursuant to the Offer, shall be free from all liens, charges and encumbrances
and together with all rights attached thereto, including the rights to all dividends or other distributions hereinafter
declared, made or paid.
e) Since the date of the Public Announcement, SML on 17/06/2004 acquired 7,01,200 shares from SCB at a
price of Rs 6.35/- (Rupees Six paise Thirty-five Only) per share. Other than this the Acquirers and PACs
have not acquired any Equity Share of RRGL since the date of the Public Announcement to the date of this
Letter of Offer. Any upward revision in the Offer with respect to the Offer Price will be announced in the
above-mentioned newspapers and same price would be payable by the Acquirers and PACs for all the
shares tendered anytime during the Offer.

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3. RATIONALE FOR THE OFFER
a) The offer to the shareholders of RRGL is made pursuant to the direct acquisition of the shares and the consequent
consolidation of shareholding of RRGL and in accordance with Regulations 11(1) of the SEBI (SAST) Regulations.
b) SCB through its subsidiary companies is principally involved in the supply of engineering equipment, spare parts and
provision of value added services and information technology solutions to the oil and gas industry. RRGL is principally
involved in business activities relating to infrastructure and housing development projects in India. Thus, RRGL
represents an investment opportunity through which SCB can benefit from India’s growing infrastructure construction
industry. With the skills and expertise SCB has developed in the oil and gas sector in Malaysia, SCB plans to export its
expertise to India through RRGL and take advantage of the many opportunities in the infrastructure construction
and oil and gas sectors available in India. The Acquirers and the PACs undertake not to sell, dispose-off or otherwise
encumber any substantial assets of RRGL in the next 2 (two) years, except in the ordinary course of business of
RRGL. The Acquirers and PACs will not dispose off, sell or otherwise encumber any substantial assets of RRGL except
with the prior approval of the shareholders.
4. BACKGROUND OF THE ACQUIRERS
4.1 SAAG (Mauritius) Ltd
a) SAAG (Mauritius) Ltd, Phone/Fax Number:(230) 210 3273 was incorporated on 21 January, 2004 under the laws of
Mauritius. The Principal office of the Acquirer is St. James Court, Suite 307, St.Denis Street, Port Louis, Republic of
Mauritius. It is wholly owned by SAAG Consolidated (M) Bhd (SCB)(formerly known as Britac Berhad). The Authorised
and Paid-up Equity Capital of SAAG (Mauritius) Ltd is USD 1,00,000(equivalent to Rs.45.48 lakhs) and USD
10,000(equivalent to Rs.4.55 lakhs) respectively. The face value per share is USD 1.00. M/s. SAAG Consolidated (M)
Bhd (SCB) is a Company incorporated under the laws of Malaysia with its address at Unit No. 19-5, Block C1, Dataran
Prima, Jalan PJU 1/41, 47301 Petaling Jaya, Selangor Darul Ehsan Malaysia. Tel: +60 (3) 7884 8200, Fax: +60 (3)
7880 7958.
b) SML was incorporated for the purpose of investing in RRGL with it’s principal object being that of investment holding
as permitted under the laws being in force in the Republic of Mauritius. The nature of operations carried out by SML
is that of investment holding. The equity shares of the company are not listed in any of the Stock Exchanges.
c) Though the Acquirer, SML and the PAC, SCB are not directly related to Mr R.Sriram and the other PACs at present,
they plan to jointly, through, RRGL, take advantage of the many opportunities in the infrastructure construction and
oil and gas sectors available in India.
d) Details of the Board of Directors of SML as on date of Public Announcement are as follows:
No of years
Qualifications/ No of Date of Residential
Name Designation Brief Bio-data of
years of Experience A ppointment A ddress
experience
Denis Sek Director His areas of expertise include B. Com, MBA . 20 2 1 .0 1 .2 0 0 4 88 Maronde
Sum A ccounting, Internal/External Member of the Street,
A uditing, Management Certified General Pereybère,
Consultancy, Taxation, Offshore A ccountants Republic of
Services etc. A fter completing his A ssociation of Mauritius
degrees he trained at Touche Ross Canada.
& Co (now Deloitte & Touche) in
Montreal, Canada. He has held
senior positions at Bank of
Montreal, Canada and Guardian
Trust Company Ltd, Canada..

Swarnalata Director Ms Ghoorbin is the Manager of A Master’s graduate 8 2 1 .0 1 .2 0 0 4 No . 28,
Ghoorbin Corporate Services in charge of of the Faculty of Law Residence
daily administration and of the Faculté de Mont Royal,
management of the local and Droit, d’Economie et A venue
offshore portfolio of clients. She des Sciences Sivananda,
was trained at Kemp Chatteris Politiques, A ix-en- Rose Hill
Deloitte & Touche and has held Provence, France.
senior positions at KPMG Peat
Marwick International Ltd.

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A jeet A dditional He is the Chief Executive Officer / Bachelor of Science 21 2 3 .0 1 .2 0 0 4 N o .1 0 ,
A hluwalia Director Executive Director of SCB. He Degree in Chemical Jalan Sri
started his career with Ernst & Engineering,Masters Hartamas
Young in London. In 1997, he in Technology and 13,50480
joined Perwira A ffin Bank as Development from Kuala
A ssistant General Manager of Imperial College, Lumpur,
Corporate Finance. In 1998, he University of Malaysia
was appointed Managing Director London; MBA , the
of Nikkei Pacific Corporate London Business
A dvisors Sdn Bhd, headquartered School, University of
in Kuala Lumpur. Prior to joining London. He is a
SCB, he was Senior A dviser of fellow member of
Sierac Corporate A dvisors Sdn the Institute of
Bhd. Chartered
A ccountants in
England and
Wales,an associate
member of the
Securities Institute of
United Kingdom
Loganathan K A dditional He commenced his career with Bachelor of Business 21 2 3 .0 1 .2 0 0 4 N o .2 2 ,
Ramanujam Director Southern Bank Berhad. From A dministration from Jalan
1985 to 1990, he was the Finance University of Jejawi,Bukit
and Commercial Manager in a A rkansas, USA . Bandaraya,
local subsidiary of a listed Bangsar,
company in United Kingdom. 59100
Subsequently he joined OSK Kuala
Securities Berhad as a dealers Lumpur,
representative where he gained Malaysia
experience in corporate finance
and knowledge of regulations in
relation to the Securities Industry.

A nand A dditional He is an Executive Director at SCB. Bachelor of 23 2 3 .0 1 .2 0 0 4 No 6, Jalan
Subramanian Director He has been involved in Commerce Degree 16/20A ,
accounting, corporate finance, from University of Section
internal audit, structuring mergers Mysore, India and is 16,46350
and acquisitions since 1981. He an associate member Petaling
was the Senior Vice President of the Institute of Jaya,
Corporate Finance & Information Chartered Selangor,
Systems of Emrail Sdn Bhd from A ccountants of Malaysia
June 2000 to December 2002 India.

A bu Bakar A dditional He is an Independent Non- Dato’ A bu Bakar 37 2 3 .0 1 .2 0 0 4 No 6,
Bin A bdul Director Executive Director at SCB. He holds a Bachelor of SS2/58,
Hamid started his career as A gricultural Economics Degree 47300,
Economist in the Federal (Hons) from Petaling
A gricultural Marketing A uthority University of Malaya Jaya,
(FA MA ) in 1967 and was its and a Diploma of Selangor,
Director General from 1995 to International Trade Malaysia
1998. Between 1996 and 1998 he from the Indian
was also Chairman of Koperasi Institute of Foreign
Kakitangan Kementerian Pertanian Trade in New Delhi,
Malaysia Berhad, the Deputy India.
Chairman of the A ssociation of
Food Marketing A gencies in A sia
and the Pacific, a Board Member of
FA MA Corporation Sdn Bhd and
Muda A gricultural Development
A uthority (MA DA ). Presently, he
sits on the Board of A bric Berhad,
a company listed on the Second
Board of the Bursa Malaysia
Securities Berhad.
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e) Brief Audited Financials for the period 21st January 2004 (Date of Incorporation) till 31st March, 2004.
Particulars Rs USD
Income Nil Nil
Other income Nil Nil
Total Nil Nil
Expenditure (18190) (400)
Profit/ (Loss) before Interest Depreciation & Tax (18190) (400)
Interest (65211) (1434)
Depreciation Nil Nil
Profit / (Loss) Before Tax (83401) (1834)
Provision for Taxation Nil Nil
Profit / (Loss) After Tax (83401) (1834)

Balance Sheet (Audited)
Particulars As on 31/03/2004
Rs USD
Sources of funds
Paid up share capital 454750 10000
Reserves and Surplus (excluding revaluation reserves) (83401) (1834)
Networth 371348 8166
Secured loans - -
Unsecured loans - -
Total 371348 8166
Use of funds - -
Net fixed assets - -
Investments - -
Net current Assets 371348 8166
Miscellaneous expenditure not written off - -
P&L A/c - -
Total 371348 8166
Other Financial Data - -
Dividend (%) - -
Earning Per Share (Rs (8.2) (0.18)
Return on Networth (%) (22.46) (22.46)
Book Value Per Share (Rs.) 37.2 0.82

Source: Audited Results for the period 21 st January 2004 to 31 st March, 2004.
[1US$ = Rs.45.475, Source: www.reuters.com, June 1, 2004]
Significant Accounting Policies:
Basis of Accounting:
The financial statements of the Company have been prepared under the historical cost convention.
Foreign Currency Conversion:
Transactions in foreign currencies are converted into US dollar at the exchange rates prevailing at the transaction dates or,
when settlement has not yet been made at the end of the financial period, at the approximate exchange rates prevailing
at that date. All foreign exchange gains or losses are taken up in the income statement.
The closing rates used in the conversion of foreign currency amounts are as follows:
Foreign currencies USD
1 India Rupee 0.02266
1 Ringgit Malaysia 0.26274
Income Tax:
The tax effects of transactions are recognized using the “liability” method and all taxable temporary differences are
recognized. As at the end of the financial period, there are no material temporary differences.

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Receivables:
Other receivable is stated at nominal value as reduced by the appropriate allowances for estimated irrecoverable amounts.
Allowance for doubtful debts is made based on estimates of possible losses which may arise from non-collection of certain
receivable account.
Provisions:
Provisions are made when the Company has a present legal or constructive obligation as a result of past events, when it
is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the
amount can be made.
Cash Flow Statement:
The Company adopts the indirect method in the preparation of the cash flow statement.
Cash equivalents are short term, highly liquid investments with maturities of three months or less from the date of
acquisition and are readily convertible to cash with insignificant risk of changes in value.

4.2 Mr.R.Sriram
a) Mr R Sriram, son of Mr R.Raju, aged about 36 years, is residing at No. 16, Balaji Avenue, 1st street, T Nagar, Chennai-
-600017. Ph: 044-55192100. He is an Engineer and has obtained a degree in B.Tech from The Indian Institute of
Technology, Chennai and MS in Soil Mechanics and Construction Management from Oklahoma University, USA. He
has about 15 years of experience in the construction industry. He joined IC & SR(Industrial Consultancy & Sponsored
Research), Indian Institute of Technology, Chennai as a Senior Project Officer in 1990. He has been involved in the
management of RR Greenhands Infrastructure India Ltd since 1994. He is presently the Managing Director of RR
Greenhands Infrastructure India Ltd. He is also a Director in Lucid Software Pvt Ltd. His Net Worth as on 31/03/
2004 as certified by Mr. Panchapakesan (Membership No.200092), partner of Balakrishnan and
Panchapakesan,Chartered Accountants having office at No.5, Sannathi Street, Poonamallee, Chennai 600056,
Tel.No.28344625 vide certificate dated 15 May, 2004 is Rs.272 lakhs (Rupees Two hundred and Seventy Two Lakhs
Only). He holds 6,53,100 shares in RRGL as on the date of the Public Announcement. These shares were allotted
to him prior to the Initial Public Offer(IPO) of the Company.
b) Brief Financials of Lucid Software Pvt Ltd
Date of Incorporation : 28 February 2000
Nature of Business : Software Development and Testing Services
Rs. in lakhs

Particulars 2001 2002 2003

Equity Capital 14.54 14.54 14.54

Share Application Money - 34.69 50.75

Reserves(excluding revaluation reserves) (22.39) (19.49) (19.38)

Total Income 12.14 92.13 41.37

Profit After Tax (22.39) 2.90 0.11

Earnings per Share Negative 1.99 0.08

Net Asset Value Negative 19.75 31.11

Source: Audited accounts for the years 2000-01,2001-02, 2002-03 of Lucid Software Pvt Ltd

5. BACKGROUND OF PACs
5.1 M/s. SAAG Consolidated (M)Bhd (SCB)
a) M/s. SAAG Consolidated (M) Bhd (SCB) was incorporated on 02 November, 1982 under the laws of Malaysia with its
address at Unit No. 19-5, Block C1, Dataran Prima, Jalan PJU 1/41, 47301 Petaling Jaya, Selangor Darul Ehsan
Malaysia. Tel: +60 (3) 7884 8200, Fax: +60 (3) 7880 7958.
b) SCB is principally involved in investment holding and provision of management services. SCB through its
group companies has been a leading supplier to the oil and gas industry for over two decades and is well
reputed as a manufacturer, supplier and service provider of equipment and machinery to the oil and gas
industry in Malaysia. SCB through its principal operating subsidiary, SAAG Oil and Gas Sdn. Bhd.(formerly
known as Britac-SAAG Oil And Gas Sdn. Bhd.is licensed by Petronas Nasional Bhd to provide value added
services, information technology solutions and equipment to oil, gas and related industries in Malaysia. It is
also a licensee from Gas Malaysia, Construction Industry Development Board (CIDB), Tenaga Nasional Berhad
and Ministry of Finance. The SCB group has been involved in the manufacture and assembly of mechanical

6

seals since 1992 and also engaged in the Information Technology (IT) industry through the provision of
control systems in the area of SCADA (Supervisory Control and Data Acquisition) since 1996. Recently, SCB
through its new acquisitions have been involved in providing workover and well maintenance services,
consultancy, project management, drilling, general engineering and construction works.
c) SML is a wholly owned subsidiary of SCB. Though SCB is not directly related to the Acquirer Mr R. Sriram and the
PACs at present, SCB plans to jointly, in the future through, RRGL, take advantage of the many opportunities in the
infrastructure construction and oil and gas sectors available in India.
d) SCB has no identifiable promoters. The Substantial shareholders and their respective shareholdings as on December
31, 2003 are as follows:
Shareholder No. of shares held % held
TCP Holdings Sdn. Bhd (TCPH) 2,394,177 14.96
V-Quantum (M) Sdn. Bhd. 2,257,600 14.11
Ee Chee Beng 84,500 0.53
Others(each holding less than 0.53%) 11,263,723 70.40
Total 16,000,000 100

e) SCB has complied with applicable provisions of Chapter II of SEBI (SAST) Regulations within the specified time.
f) Details of the Board of Directors of SCB as on date of Public Announcement are as follows:

Qualifications/ No of years Date of Residential
Name Designation Brief Bio-data
of Experience A ppointment A ddress

A jeet Executive He started his career with Ernst & Bachelor of Science Degree 12 December No.10, Jalan
A hluwalia Director Young in London. In 1997, he joined in Chemical 2002 Sri Hartamas
Perwira A ffin Bank as A ssistant General Engineering,Masters in 13,50480
Manager of Corporate Finance. In Technology and Kuala
1998, he was appointed Managing Development from Imperial Lumpur,
Director of Nikkei Pacific Corporate College, University of Malaysia
A dvisors Sdn Bhd, headquartered in London; MBA , the London
Kuala Lumpur. Prior to joining SCB, he Business School, University
was Senior A dviser of Sierac Corporate of London. He is a fellow
A dvisors Sdn Bhd. member of the Institute of
Chartered A ccountants in
England and Wales,an
associate member of the
Securities Institute of United
Kingdom.
Loganathan K Executive He commenced his career with Bachelor of Business 29 January No.22, Jalan
Ramanujam Director Southern Bank Berhad. From 1985 to A dministration degree from 2003 Jejawi,Bukit
1990, he was the Finance and University of Ozarks, Bandaraya,
Commercial Manager in a local A rkansas;Masters in Bangsar,
subsidiary of a listed company in Business A dministration 59100 Kuala
United Kingdom. Subsequently he from University of Lumpur,
joined OSK Securities Berhad as a A rkansas, USA . Malaysia
dealers representative where he gained
experience in corporate finance and
knowledge of regulations in relation to
the Securities Industry.
A nand Executive He has been involved in accounting, Bachelor of Commerce 19 December No 6, Jalan
Subramanian Director corporate finance, internal audit, Degree from University of 2002 16/20A ,
structuring mergers and acquisitions Mysore, India and is a an Section
since 1981. He was the Senior Vice associate member of the 16,46350
President Corporate Finance & Institute of Chartered Petaling
Information Systems of Emrail Sdn Bhd A ccountants of India Jaya,
from June 2000 to December 2002 Selangor,
Malaysia
7

Dato’A bu Director He is an Independent Non-Executive Bachelor of Economics 23 May No 6, SS2/58,
Bakar Bin Director at SCB. He started his career Degree (Hons) from 2001 47300,
A bdul Hamid as A gricultural Economist in the University of Malaya and a Petaling Jaya,
Federal A gricultural Marketing Diploma of International Selangor,
A uthority (FA MA ) in 1967 and was its Trade from the Indian Malaysia
Director General from 1995 to 1998. Institute of Foreign Trade
Between 1996 and 1998 he was also in New Delhi, India.
Chairman of Koperasi Kakitangan
Kementerian Pertanian Malaysia
Berhad, the Deputy Chairman of the
A ssociation of Food Marketing
A gencies in A sia and the Pacific, a
Board Member of FA MA Corporation
Sdn Bhd and Muda A gricultural
Development A uthority (MA DA ).
Presently, he sits on the Board of A bric
Berhad, a company listed on the
Second Board of the Bursa Malaysia
Securities Berhad.
Ir.Hon Hin Director He is an Independent Non-Executive Graduated from Universiti 23 May 38, Jalan
See Director at SCB. He commenced his Teknologi Malaysia with a 2001 SS22A /3,
career in Hargill Engineering (M) Sdn Diploma in Mechanical Damansara
Bhd in 1979 before joining Hashim & Engineering and completed Jaya,47400
NEH Sdn Bhd as a Mechanical Engineer the Council of Engineering Petaling
in 1980. He was subsequently Part II Examination from Jaya,Selangor,
appointed as its A ssociate Director in the United Kingdom. He is Malaysia
1991 and a Board Director in 1994. a member of the Institution
Presently, Ir Hon sits on the Board of of Engineers, Malaysia,
A bric Berhad, a company listed on the A ssociation of Consulting
Second Board of the Bursa Malaysia Engineers, Malaysia and a
Securities Berhad. He also sits on the registered Professional
Board of several other private limited Engineer in Malaysia.
companies.
Tengku Daud Director He is an Independent Non-Executive He holds a Bachelor of 5 December C-10-19,
Shaifuddin Director at SCB. He started his career in Science (Hons) Degree in 2003 Perdana
Bin Tengku A ugust 1983 with Petronas Carigali Physics with Geophysics. Selatan,
Zainuddin Sdn Bhd as a Geophysicist. He was Persiaran
attached with Petronas Carigali Sdn Serdang
Bhd until October 1997 heading Perdana,Tam-
various projects. Subsequently in an Serdang
November 1997 he joined Petronas Perdana,433-
MJSB Sdn Bhd as a Marketing Manager 00 Seri
(“Special Project”). He served Petronas Kembangan,
MJSB Sdn Bhd until March 1998 prior Selangor,
to assuming his present position as Malaysia
Managing Director of Corro-Shield (M)
Sdn Bhd.
Dr.A bu Director He is an Independent Non-Executive He holds a Bachelor of 29 March A 2-2, Desa U-
Hassan Bin Director at SCB. He started his career Science Degree, Master in 2004 Thant,Jalan
Sulaiman in 1977 as a lecturer in University of Science and a doctorate Taman U-
Malaya. In 1980, he joined Esso from University of London. Thant,55000
Production Malaysia Inc as an analyst. Kuala Lumpur,
He has been working in various Malaysia
technical, professional and managerial
positions with Esso Companies in
Malaysia including 2 years assignment
with Exxon Company International,
New Jersey, USA . In 1994, he was
appointed to the Board of Esso
Malaysia Bhd as an Executive Director
and later in June 2003, he retired from
Esso Malaysia Bhd.
None of the directors of SCB are on the Board of RRGL.

8

g) Brief Audited Financials of SCB on a consolidated basis
Profit & Loss Account for the year ended 31st December

RM Rs.in lacs RM Rs.in lacs RM Rs.in lacs
Income from operations 43660446 5234.89 48448251 5808.95 63676845 7634.85
Other income 1388974 166.54 1977785 237.14 1951270 233.96
Total Income 45049420 5401.43 50426036 6046.08 65628115 7868.81
Total Expenditure 48624993 5830.14 48673378 5835.94 63170973 7574.20
Profit/ (Loss) before (3575573) (428.71) 1752658 210.14 2457142 294.61
Depreciation Interest & Tax
Interest 2937648 352.22 662702 79.46 386942 46.39
Depreciation 844214 101.22 689431 82.66 905112 108.52
Share in results of 791803 94.94 791008 94.84 532691 63.87
associated company
Profit/(Loss) Before Tax (6565632) (787.22) 1191533 142.86 1697779 203.56
Provision for Taxation 952354 114.19 663962 79.61 375698 45.05
Profit/(Loss) After Tax (7517986) (901.41) 527571 63.26 1322081 158.52
Minority Interests 2390071 286.57 (44367) (5.32) 276632 33.17
Net Profit/(Loss) for the year (5127915) (614.84) 483204 57.94 1598713 191.69

Balance Sheet for the year ended 31st December

RM Rs.in lacs RM Rs.in lacs RM Rs.in lacs

Sources of funds

Paid up share capital 16000000 1918.40 16000000 1918.40 16000000 1918.40

Reserves and Surplus 7733064 927.19 12743537 1527.95 12546513 1504.33
(excluding revaluation reserves)

Networth 23733064 2845.59 28743537 3446.35 28546513 3422.73

Hire Purchase Payables-
Non current Portion & 1844654 221.17 372603 44.68 1081549 129.68
Deferred Tax Liability

Unsecured loans 45000000 5395.50 45000000 5395.50 0 0.00

Minority Interests 2659974 318.93 708184 84.91 694411 83.26

Total 73237692 8781.20 74824324 8971.44 30322473 3635.66

Use of funds

Net fixed assets 46614619 5589.09 4924609 590.46 5788142 694.00

Investments 6992368 838.38 6490541 778.22 1446881 173.48

Goodwill on consolidation 3741443 448.60 0.00 0.00 0 0.00

Net current Assets 15889262 1905.12 63409174 7602.76 23087450 2768.19

Total 73237692 8781.20 74824324 8971.44 30322473 3635.66

9

Other Financial Data RM Rs. RM Rs. RM Rs.

Dividend (%)

Earning Per Share (0.32) (3.84) 0.03 0.36 0.10 1.20

Return on Networth (%) Negative Negative 1.68 5.60

Book Value Per Share 1.48 17.78 1.80 21.54 1.78 21.39

Source: Audited Annual Financial Statements of SCB
Conversion : 1 RM=Rs.11.99 as on June 01, 2004
Source : reuters
h) Major Contingent liabilities in the past 3 years (Figures in RM)


Corporate guarantee given to
financial institutions for credit facilities 20,133,075 20,301,075 23,000,000
granted to certain subsidiary companies

Corporate guarantee given to a financial
institution for performance indemnity 1,469,747 - -
guarantee granted to a subsidiary company

Total 21,602,822 20,301,075 23,000,000

i) Reasons for fall/rise in total income and Profit After Tax (PAT) in the last 3 years
For the financial year ended 31 December 2002, the Group’s revenue declined significantly by 23.92% to RM48.45 million
as compared to the previous financial year of RM63.68 million. The significant decline was mainly due to the delay in the
renewal of Petronas licence to supply equipment and services to the gas and petroleum industries which affected the
revenue for the fourth quarter of 2002. However, the licence was subsequently renewed in February 2003. The Group’s
profit before tax and Minority Interests (MI) declined by 29.80% to RM1.19 million as compared to RM1.70 million for the
previous financial year. The decrease was caused in part by the termination of a major agency line and the delay in the
renewal of Petronas licence during the year. Income tax expense for the Group is high despite a loss before tax due to
certain items which are not deductible for tax purposes.
For the financial year ended 31 December 2003, the Group’s revenue declined by 9.88% to RM43.66 million as compared
to the previous financial year of RM48.45 million. The decline was due to uncertainties caused by delays to the renewal
of Petronas license experienced in early 2003 and loss of a significant principal during the fourth quarter of 2002. The
Group recorded a loss before tax and MI of RM6.57 million as compared to profit before tax and MI of RM1.19 million for the
previous financial year. This was mainly due to finance costs arising from the RM45.0 million term loan obtained at the end
of 2002, overall reduction in margins achieved on sales of engineering equipment and certain debtors and stock balances
relating to prior years which have been provided for. Income tax expense for the Group is high despite lower profit before
tax due to certain items which are not deductible for tax purposes.
j) On 17/03/2004 SCB acquired 7,01,200 shares of the Target Company at a price of Rs 6.35/-(Rupees Six paise thirty
five Only) per share. On 17/06/2004 SCB sold the 7,01,200 shares acquired to SML at a price of Rs 6.35/- (Rupees Six
paise thirty five Only) per share. As on the date of the Letter Of Offer, SCB does not hold any shares in the Target
Company. In this regard SCB has complied with the applicable provisions of the SEBI(SAST) Regulations and the SEBI
(Prohibition of Insider Trading)Regulations, 1992.
k) Significant Accounting policies of SCB
Basis of Accounting
The financial statements of the Group and of the Company have been prepared under the historical cost convention
modified by the Directors’ revaluation of the Company’s investment in subsidiary companies.
Basis of Consolidation
The consolidated financial statements include the audited financial statements of the Company and of all its subsidiary
companies made up to 31 December 2003. Subsidiary companies are those companies in which the Group has power to
exercise control over the financial and operating policies so as to obtain benefits from their activities. Subsidiary companies

10

are consolidated using the acquisition method of accounting. On acquisition, the assets and liabilities of the relevant
subsidiary companies are measured at their fair values at the date of acquisition. The interest of minority shareholders is
stated at the minority’s proportion of the fair values of the assets and liabilities recognised. The results of subsidiary
companies acquired or disposed of during the financial year are included in the consolidated financial statements from the
effective date of acquisition or up to the effective date of disposal. All significant inter-company balances and transactions
are eliminated on consolidation. The gain or loss on disposal of a subsidiary company is the difference between the net
disposal proceeds and the Group’s share of its net assets.
Goodwill on Consolidation
Goodwill on consolidation represents the excess of the purchase price over the fair values of the net identifiable assets of
the subsidiary company at the effective date of acquisition. Goodwill on consolidation is amortised over a period of ten
years.
Revenue
Revenue of the Company consists of income from provision of management services and income arising from investment
activities. Revenue of the subsidiary companies consists of gross invoice value of goods sold less returns and discounts,
information technology services rendered and commission receivable on agency agreement with principal suppliers.
Revenue of the Group and of the Company is recognised as follows:

Sale of goods upon delivery of products and when the risks and rewards of ownership
have passed
Provision of services when services are rendered
Dividend income when the shareholder’s right to receive dividend payment is established
Interest income on an accrual basis
Agency commission income upon delivery of products in accordance with agency agreement entered
into
Contract income based on percentage of completion method. The percentage of completion
is determined based on the proportion of contract costs incurred for work
performed todate bear to the total estimated contract costs.

Foreign Currency Conversion
Transactions in foreign currencies are converted into Ringgit Malaysia at the approximate exchange rates prevailing at the
transaction dates or, where settlement has not yet been made at the end of the financial year, at the approximate
exchange rates prevailing at that date. All foreign exchange gains or losses are taken up in the income statements. The
Group’s foreign incorporated subsidiary companies are those operations that are not an integral part of the operations of
the Company. For the purpose of consolidation, the financial statements of the foreign incorporated subsidiary companies
have been translated into Ringgit Malaysia as follows:

All assets and liabilities - at year-end rate
Share capital and reserves - at historical rate
Revenue and expenses - at average rate for the year

The closing rates used in converting foreign currency amounts and the translation of foreign incorporated subsidiary
companies’ financial statements are as follows:

Particulars 2003 2002

1 Singapore Dollar (“SGD”) 2.2315 2.1915

1 Brunei Dollar (“BND”) 2.2315 2.1915

1 Philippine Peso (“PHIL PESO”) 0.0685 0.0715

1 Hong Kong Dollar (“HKD”) 0.4894 0.4872

1 Great Britain Pound (“GBP”) 6.7560 6.0930

1 United States Dollar (“USD”) 3.8000 3.8000

11

All translation gains or losses are taken up and reflected in the translation adjustment account under shareholders’ equity.
Such translation gains or losses are recognised as income or expenses in the income statement, in the period in which the
operations are disposed of. Difference in exchange arising from the translation of the opening net investments in foreign
subsidiary companies, and from the translation of the results of those companies at the average exchange rate, are taken
to translation adjustment account.
Income Tax
In previous financial years, the tax effects of transactions are recognised, using the “liability” method, in the year
such transactions enter into the determination of net income, regardless of when they are recognised for tax
purposes. However, where timing differences would give rise to net deferred tax assets, the tax effects are
generally recognised on actual realisation. During the financial year, the Group and the Company adopted the
provisions of MASB Standard No. 25, Income Taxes in respect of the recognition of deferred tax assets and
liabilities. Upon adoption of MASB 25, the tax effects of transactions are recognised using the “liability” method
and all taxable temporary differences are recognised. Where temporary differences would give rise to net
deferred tax asset, the tax effects are recognised to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences can be utilised. There is, however, no significant
effect on the financial statements of the Group and of the Company for the current and previous financial years
arising from the adoption of MASB 25.
Long-Term Contracts
When the outcome of a contract can be estimated reliably, revenue and costs are recognized by reference to
the stage of completion of the contract activity at the balance sheet date, as measured by the proportion
that contract costs incurred for work performed to date bear to the estimated total contract costs. Variations
in contract work, claims and incentive payments are included to the extent that they have been agreed with
the customers. When the outcome of a contract cannot be estimated reliably, contract revenue is recognised
to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised
as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed
total contract revenue, the expected loss is recognised as an expense immediately as provision for foreseeable
loss.
Jointly Controlled Operations (Joint Venture)
The joint ventures between the Company and SAAG-Embah and SAAG-Ecodrill are unincorporated jointly controlled
operations. The Company’s interests in joint ventures have been brought to account by including the Company’s
proportionate share of assets employed in the joint ventures, the proportionate share of liabilities incurred in relation to
the joint ventures and its proportionate share of income and expenses in relation to the joint ventures in their respective
classification categories in the financial statements.
Impairment of Assets
The carrying amounts of property, plant and equipment, investment in subsidiary companies and associated
company, and goodwill on consolidation are reviewed at each balance sheet date to determine whether there is
any indication of impairment. If any such an indication exists, the asset’s recoverable amount is estimated. An
impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. All impairment losses are recognised in the income statements. An impairment loss in respect
of goodwill is not reversed unless the loss is caused by a specific external event of an exceptional nature that is
not expected to recur and subsequent external events have occurred that reverse the effect of the event. In
respect of other assets, an impairment loss is reversed if there has been a change in the estimate used to
determine the recoverable amount. An impairment loss in respect of other assets is only reversed to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment loss had been recognised. All reversals are recognised in the
income statements.
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost, less accumulated depreciation and any impairment losses. Gain
or loss arising from the disposal of an asset is determined as the difference between the estimated net disposal
proceeds and the carrying amount of the asset, and is recognised in the income statements. Depreciation of
property, plant and equipment, except for freehold land and work-in-progress which are not depreciated, is
computed on the straight-line method at the following annual rates based on the estimated useful lives of the
various assets:

12

Freehold buildings 1% - 2%

Long-term leasehold industrial land and building Over the lease period of 50 to 97.5 years

Machinery and tools 10%

Furniture, fittings and fixtures 10%

Office equipment 10% to 33 1/3%

Renovations 20%

Motor vehicles 20%

Training equipment 10%

Workover rig and equipment 5%

Property, Plant and Equipment under Hire-Purchase Arrangements
Property, plant and equipment acquired under hire-purchase arrangements are capitalised in the financial statements and
the corresponding obligations treated as liabilities. Finance charges are allocated to the income statements to give a
constant periodic rate of interest on the remaining hire-purchase liabilities.
Associated Companies
An associated company is a non-subsidiary company in which the Company holds as long-term investment not less than
20% of the equity voting rights and in which the Company is in a position to exercise significant influence in its management.
The Company’s investment in associated companies is accounted for under the equity method of accounting based on
the audited financial statements of the associated companies made up to 31 December 2003. Under this method of
accounting, the Company’s interest in the post-acquisition profit and reserves of the associated companies is included in
the consolidated results while dividend received is reflected as a reduction of the investment in the consolidated balance
sheet. The carrying value of the investment approximates the underlying equity interest in net assets of the associated
companies. Unrealised profits and losses arising on transactions between the Company and its associated companies are
eliminated to the extent of the Company’s equity interest in the relevant associated companies except where unrealised
losses provide evidence of an impairment of the asset transferred.
Investments
Investment in an unquoted direct subsidiary company, which is eliminated on consolidation, is stated at Directors’ valuation
less any impairment losses in the Company’s financial statements. Investment in other subsidiary companies, which is
eliminated on consolidation, is stated at cost less impairment losses in the Company’s financial statements. Investment in
unquoted associated companies is stated at cost less any impairment losses in the Company’s financial statements. Other
investments are stated at cost less allowance for diminution in value of investment to recognise any decline, other than a
temporary decline, in the value of the investments.
Short-term Investment in Quoted Shares
Short-term quoted investments on the balance sheet date are stated at the lower of cost and market value. Market value
is calculated by reference to the stock exchange’s last done prices at the close of business on the balance sheet date.
Inventories
Inventories are valued at the lower of cost (determined on a ‘first-in, first-out’ basis) and net realisable value. The cost of
trading merchandise comprises the original cost of purchase plus the cost incurred in bringing the inventories to their
present location and condition. Work-in-progress represents all contract costs incurred directly on short-term contract jobs
for which the work done have not yet been completed and are valued at the lower of cost and net realisable value.
Contract cost consists of direct materials, direct labour and other direct expenses. Net realisable value represents the
estimated selling price in the ordinary course of business less selling and distribution costs and all other estimated costs to
completion. In arriving at net realisable value, due allowance is made for damaged, obsolete or slow-moving inventories.
Receivables
Trade and other receivables are stated at nominal value as reduced by the appropriate allowances for estimated irrecoverable
amounts. Allowance for doubtful debts is made based on estimates of possible losses which may arise from non-collection
of certain receivable accounts.
Provisions
Provisions are made when the Group and the Company have a present legal or constructive obligation as a result of past
events, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliable
estimate of the amount can be made.

13

Cash Flow Statements
The Group and the Company adopt the indirect method in the preparation of the cash flow statements. Cash equivalents
are short-term, highly liquid investments with maturities of three months or less from the date of acquisition and are readily
convertible to cash with insignificant risk of changes in value.
l) The status of Corporate Governance
The Board of Directors of SCB is committed to ensuring that highest standards of corporate governance are implemented
and practiced throughout the Group to protect and enhance shareholders’ value. The SCB Group has best endeavored to
comply with the Principles and Best Practices prescribed in the Malaysian Code of Corporate Governance (“Code”) as well
as those in the Listing Requirements of the Bursa Malaysia.
BOARD OF DIRECTORS
Board Responsibility
The Board retains full and effective control over the entire affairs of the Group. This includes responsibility for determining
the Group’s strategic direction, overall corporate governance, effective and efficient conduct of business activities of the
Group. Key matters, such as approval of annual and interim financial results, material acquisitions and disposals, material
agreements, major capital expenditures, budgets and business plans are reserved for the Board. The Board has delegated
certain responsibilities to three (3) committees namely the Audit, Nomination and Remuneration Committees, which
operates within approved terms of reference. The Audit Committee has been in existence for several years whilst the
Remuneration Committee was established in 2002 and the Nomination Committee was established on 20 October 2003.
These committees assist the Board in discharging its duties by examining particular issues and reporting their recommendations
to the Board. The ultimate decision on all matters lies with the entire Board.
Board Composition and Balance
The Board currently has seven (7) Directors comprising three (3) Executive Directors and four (4) Independent Non-
Executive Directors. The Company has complied with Paragraph 15.02 of the Listing Requirements of the Bursa Malaysia
which requires at least two (2) or one-third (1/3) of the members, whichever is the higher, to be Independent Directors.
Together, the Directors amongst them have substantial years of experience in engineering, finance, business, and marketing.
The current composition reflects the required mix of skills, experience and other qualities for the successful management
of the Group’s business activities.
Board Meetings
The Board meets at least four (4) times a year, with additional meetings convened as and when urgent and important
decisions are required to be made. During the financial year ended 31 December 2003, the Board met six (6) times.
Appointments to the Board
In accordance with the Company’s Articles of Association, the Directors shall have the power to appoint additional Directors
from time to time. New appointees will be considered and evaluated by the Nomination Committee. The Committee will
then recommend the candidates for Board’s consideration.
BOARD COMMITTEES
Audit Committee
The Audit Committee presently comprises three (3) Board representatives out of whom two (2) are Independent Non-
Executive Directors. Dato’ Abu Bakar Bin Abdul Hamid, an Independent Non-Executive Director is the Chairman of the
Audit Committee.
Nomination Committee
The current members of the Nomination Committee are as follows:-
Dato’ Abu Bakar Bin Abdul Hamid - Chairman / Independent Non-Executive Director
Ir Hon Hin See - Member / Independent Non-Executive Director
The Committee is responsible for reviewing the Board’s structure, size and composition. It assesses the effectiveness of
the Board as a whole and the contribution of each individual Director on an annual basis. It also recommends the appointment
of Directors in Board Committees as well as reviews its required mix of skills, experience and other qualities, including core
competencies which Non-Executive Directors should bring to the Board.
Remuneration Committee
The current members of the Remuneration Committee are as follows:-
Dato’ Abu Bakar Bin Abdul Hamid - Chairman / Independent Non-Executive Director
Ir Hon Hin See - Member / Independent Non-Executive Director
Loganathan a/l K. Ramanujam - Member/Executive Director

14

The Committee is responsible for determining and recommending to the Board the framework or policy for the remuneration
of the Directors so as to ensure that the Company attracts and retains Directors with relevant experience and expertise
to assist in managing and operating the Group effectively. The component parts of remuneration are structured so as to
link rewards to corporate and individual performance, in the case of Executive Directors. The performance appraisal system
is in the process of being implemented for the Group. In the case of Non-Executive Directors, the level of remuneration
reflects the experience and level of responsibilities undertaken by the particular Non-Executive Directors concerned.
The Remuneration Committee ensures that Executive Directors are fairly rewarded for their individual contributions to the
Company’s performance. The determination of the Non-Executive Directors’ remuneration is the responsibility of the
Board as a whole subject to approval of shareholders at the Annual General Meeting. The Directors are not involved in the
approval of their own remuneration package.
m) There are no pending litigations on SCB at the company level.
n) Name and Contact details of the Compliance Officer.
Vijeyalatha a/p V.Rajaratnam, Company Secretary/Legal Manager, Unit 19-5, Block C1,Dataran Prima, Jalan PJU 1/41,
47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia, Tel No. : 603-7884 8200
o) There are no mergers /demerger, spin off during last 3 years involving SCB.
p) SCB was incorporated on 2/11/1982 in Malaysia as a private limited company; converted into a public company on
10/05/1994. Its name changed from Sistem Alat-Alat Gas Sdn Bhd to SAAG Corporation Sdn Bhd on 7/05/1994, to
SAAG Corporation Bhd on conversion to a public company and to Britac Bhd on 26/06/2001. It was later changed
to SAAG Consolidated (M) Bhd on 19/06/2003.
q) SCB has not promoted any Company in India.
r) The equity shares of the company are traded in the Trading /Services category on the Second Board of Bursa
Malaysia Securities Berhad (formerly known as Malaysia Securities Exchange Berhad). The market price of the scrip as
on June 1, 2004 was RM 2.30(equivalent to Rs 27.58). The Authorised and Paid-up Equity Capital of SCB as on 31
December 2003 is RM 5,00,00,000 (equivalent to Rs 5995.0 lakhs) and RM 1,60,00,000 (equivalent to Rs 1918.40
lakhs) respectively. The face value per share is RM 1.00(equivalent to Rs.11.99).
5.2 Mr. R.Raju
Mr. R.Raju, aged 65 years, residing at No. 16, Balaji Avenue,1st street, T.Nagar, Chennai 600017 Phone: 044-55192100 is
the founder of the RR Group. He is among the pioneers in Real Estate and Apartment concept in Chennai. He has an
experience of more than three decades in the Real Estate business. He is involved in the business development of RRGL
and guides the company with respect to planning and business processes. His net worth as on 31/03/2004 as certified by
Mr.Panchapakesan (Membership No.200092), Partner, Balakrishnan and Panchapakesan, Chartered Accountants, No.5,
Sannathi Street, Poonamallee, Chennai 600056, Tel. No. 28344625 vide certificate dated 15 May,2004 is Rs.200 lakhs
(Rupees Two Hundred Lakhs only). He had acquired 294000 shares of RRGL on 21/06/2000. This acquisition being an
interse transfer of shares among the promoters was exempt under the Regulations. An application to SEBI for the same
is being made. He subsequently sold 203900 shares of RRGL on 18/03/2004. He holds 90100 shares in RRGL as on the
date of the Public Announcement.
5.3 Mr. R.Ananthakrishnan
Mr. R.Ananthakrishnan, s/o Mr.R.Raju, aged 31 years, resides at No. 16, Balaji Avenue, 1st street, T.Nagar,
Chennai 600017 Phone: 044-55192100.He is an MBA in finance from the University of Hull, London and did his
graduation in Commerce from Vivekananda College, Chennai. He is a Director in Alderis Consultants Pvt Ltd.
Alderis Consultants Pvt Ltd(ACL) was incorporated on 18.02.2004 for the purpose of providing accounting and
financial advisory services. There have been no operations in ACL since incorporation. The networth of Mr.
Ananthakrishnan as on 31/03/2004 as certified by Mr. Panchapakesan, Partner, Balakrishnan and Panchapakesan,
Chartered Accountants, No.5, Sannathi Street, Poonamallee, Chennai 600056, Tel. No. 28344625(Membership
No.200092) vide letter dated 15 May, 2004 is Rs.50 lakhs approx(Rupees Fifty lakhs approximately). He is currently
on the Board of Directors of RRGL. He had acquired 5000 shares of RRGL on 10/06/1995 and 91100 shares of
RRGL on 11/01/1996. He sold 3500 shares of RRGL on various dates in between January 2000 and June 2000
bringing his shareholding down to 92600 shares. He further acquired 294000 shares of RRGL on 21/06/2000.
This acquisition being an interse transfer of shares among the promoters was exempt under the Regulations. An
application to SEBI for the same is being made. He sold 3200 shares on various dates between July 2000 and
October 2000 bringing his shareholding down to 383400. He sold 383400 shares of RRGL on 18/03/2004. He
does not hold any shares in RRGL as on the date of the Public Announcement.

15

5.4 Ms Bharati Anand
Ms Bharati Anand, wife of Mr. Ananthakrishnan, aged about 31 years, is residing at No. 16, Balaji Avenue, 1 st
street, T.Nagar, Chennai 600017 Phone: 044-55192100. Her Net Worth as on 31/03/2004 as certified by Mr.
Panchapakesan (Membership No.200092), partner of Balakrishnan and Panchapakesan, Chartered Accountants
having office at No.5, Sannathi Street, Poonamallee, Chennai 600056, Tel.No.28344625 vide certificate dated
15 May, 2004 is Rs. 23.75 lakhs (Rupees Twenty Three Lakhs Seventy Five Thousand only). She had acquired
113900 shares in RRGL on 29/05/2000 and had sold the same on 18/03/2004. This aquisition being an interse
transfer of the shares amoung the promoters was exempt under the Regulations. An application to SEBI for the same is
being made. She does not hold any shares in RRGL as on the date of the Public Announcement.
6. STATUTORY APPROVALS
a) No approval from any bank or financial institutions is required for the purpose of this Offer, to the best of the
knowledge of the Acquirers.
b) Approval from RBI will be required for acquisition of shares from NRI shareholders, if any.
c) The shares under this offer will be acquired by the Acquirer, Mr R.Sriram, out of his domestic financial resources. To
the knowledge of the Acquirers and PACs, no other statutory approvals are required to acquire the shares that may
be tendered pursuant to the Offer. If any statutory approvals become applicable at a later date, the offer would be
subject to such statutory approvals. In case the statutory approvals are not obtained, the Acquirer and PACs will not
proceed with the Offer.
d) In case of delay in receipt of statutory approval, if any SEBI has power to grant extension of time to Acquirers and
PACs for payment of consideration to shareholders, subject to Acquirers and PACs agreeing to pay interest for the
delayed period as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay
occurs on account of willful default by Acquirers and PACs in obtaining the requisite approval, Regulation 22(13) of
SEBI (SAST) Regulations will also become applicable.
7. DELISTING OPTION TO RRGL
If, pursuant to this Offer and any acquisition of shares by the Acquirers and PACs from the open market or
through negotiations or otherwise made in compliance with the SEBI (SAST) Regulations 1997, the public
shareholding is reduced to 10% or less of the paid up and voting share capital of RRGL, then in accordance with
Regulation 21(3) of the regulations, the Acquirers and PACs shall comply with the provisions of the SEBI Delisting
of Securities Guidelines, 2003.
8. BACKGROUND OF RRGL
a) RR Greenhands Infrastructure India Limited is a public limited company having its registered office at #58,Thirumalai
Pillai Road, T.Nagar, Chennai-600017.Ph:044-52121927, Contact Fax: 044-52035887. RRGL was incorporated in the
year 1995 under the name Kaashyap Foundations Limited. The name was subsequently changed on 26 June,2000
to “RR.com” and then to “RR Greenhands Infrastructure India Limited” on 7 March,2002.
b) RRGL is principally involved in business activities relating to infrastructure and housing development projects. The
company obtained the certificate of commencement of business on 8th March 1995. In addition to the Registered
Office, RRGL has it’s Administrative Office at 51, R.K. Mutt road, Mylapore, Chennai 600004. Other than this RRGL
does not have any other offices or manufacturing facilities.
c) The present Directors of RRGL are Mr. R.Raju (Chairman),Mr.R.Sriram (Managing Director), Mr.V.Vasudevan,
Mr.R.Ananthakrishnan and Mr.G.V.Satish Narayana. The authorized share capital of RRGL is Rs.10, 50,00,000/-(Rupees
Ten crore fifty lakhs only) The issued, subscribed and paid up capital of RRGL as on the date of this public announcement
is Rs.10, 50,00,000/-(Rupees Ten crore fifty lakhs only) divided into 1,05,00,000 Equity Shares of Rs.10/- each fully
paid up. There are no partly paid up shares. There has been no merger/demerger/spin off in the Target company
during the past three years.

Paid up equity share capital of RRGL No. of shares /voting rights % of shares/voting rights

Fully paid up equity shares 1,05,00,000 100

Partly paid up equity shares NIL NIL

Total paid up equity shares 1,05,00,000 100

Total voting rights in the Target Company 1,05,00,000 100

16

d) Current capital structure Build-up since inception

Date No and %of Cumulative Mode of allotment Identity of allottees Status ofcompliance
ofallotment shares issued paid up (promoters/
capital expromoters/others)
04.02.1995 700 (0.01%) 700 Initial Subscription of Promoters RRGL had complied
shares with the relevant
provisions
10.06.1995 1024900 1025600 Allotted to promoters Promoters, Directors RRGL had complied
(9.76%) their friends and with the relevant
relatives provisions
29.06.1995 724000(6.89%) 1749600 Allotted to promoters Promoters, Directors RRGL had complied
their friends and with the relevant
relatives provisions
11.01.1996 *4096600 5846200 Initial Public Offer Public through pro- RRGL had complied
(39.02%) spectus with the relevant
provisions
31.05.2004 4653800(44.32%) 10500000 Preferential allotment SAAG (Mauritius) Ltd RRGL had complied
with the relevant
provisions
Total 10500000

Note: * This does not include an additional number of 1,53,800 shares allotted on 11/01/1996 but forfeited during the
year 2001-02 due to non-receipt of call in arrears.

e) The equity shares of RRGL are listed on The Stock Exchange Mumbai (BSE) and the Madras Stock Exchange (MSE)
and have not been traded for the past many years. Hence, the equity shares are termed as infrequently traded on
the BSE and MSE in terms of explanation (i) to Regulation 20(5) of the Regulations.
f) The total Income of the Company for the year-ended 31st March 2004 was Rs. 1133.73 lakhs with a net profit of
Rs.6.54 lakhs. As per the audited financial results for the nine month period ended 31st December, 2003 the
Company has reported a total income of Rs. 370.62 lakhs and a net profit of Rs.0.34 lakhs.
g) There are no outstanding instruments in the nature of warrants / fully convertible debentures / partly convertible
debentures etc. which are convertible into equity at any later date. Other than the shares issued under the
preferential allotment, there are no equity shares under lock in period.
h) The composition of the Board of Directors as on the date of Public Announcement (June 4, 2004) is as follows:

Name Designation Qualifications No of years Date of Address
of Experience Appointment
R . Raju Chairman SSLC 41 27.01.1995 No.16,Balaji
Avenue,T.Nagar,
Chennai 600017
R . Sriram Managing B.Tech,M.S 15 03.12.2001 No.16,Balaji
Director Avenue,T.Nagar,
Chennai 600017
V. Vasudevan Director B.Com, 25 31.05.1995 No.19,Rukmani Street,
B.L.,A.C.S. West Mambalam,
Chennai 600033
R.Ananthakrishnan Director MBA 13 23.08.1999 No.16,BalajiAvenue,
T.Nagar, Chennai 600017
G.V.Satish Narayana Director M.Tech 13 07.09.1999 Y-89,Annanagar,
Chennai 600040

17

*

There are no Directors representing the Acquirer, SML or the PAC, SCB on the Board of Directors of the Target Company.The
Acquirer Mr R. Sriram, and the PACs Mr. R.Raju and Mr R.Ananthakrishnan are on the Board of Directors of the Target
Company.
i) The equity shares of the company are included by BSE in the list of securities to be traded in compulsory dematerialised
mode. RRGL has entered into an agreement with National Securities Depository Limited (NSDL) for getting the
equity shares of the company dematerialised. RRGL is in the process of entering into an agreement with Central
Depository Services (India) Limited (CDSL) to get the equity shares of the Company dematerialized. The equity
shares of the Company had been included in ‘Z’ category by BSE on 31 December 2001 based on SEBI’s directive
to place all companies, which had not signed, with both depositories as on 30 September 2001 in the trade-to-
trade segment. Consequent to the signing of agreement with NSDL the Company’s request for re-categorization is
under consideration by BSE.
j) The status of compliance with the provisions of Chapter II of the SEBI (SAST) Regulations, 1997:
The promoters have complied with all the applicable provisions of Chapter II within the time specified in the
Regulations. The PACs, Mr R. Raju, Mr R. Ananthakrishnan and Ms. Bharathi Anand have not complied with all the
applicable provisions of the SEBI (SAST) Regulations with regard to the filing for exemption for inter se transfer of
shares to the promoters. RRGL has complied with all the applicable provisions of Chapter II of SEBI (SAST) Regulations.
However, there has been a delay in compliance of Reg 6(2) and 6(4). Compliance with regulation 8(3) was also
delayed in the years 1998,1999,2000,2001 and 2002 In this regard, for the said delay in compliance with Regulation
6 and 8, SEBI vide Order dated June 30, 2004 has initiated adjudication proceedings against the target company.
k) The Stock exchange, Mumbai(BSE) had suspended trading in the Company’s shares due to certain non
compliances of the listing agreement which included non payment of listing fees and non compliance with
filing of the requisite disclosures under clause 6(2) and 6(4) and 8(3) of Chapter II of the SAST regulations.
The Company subsequently complied with all of BSE’s requirements on 28/10/2003, which included filing
of the requisite disclosures under clause 6(2) and 6(4) and 8(3) of Chapter II of the SAST regulations
along with the payment of a fine of Rs 2,40,000/-(Rupees Two Lakh Forty Thousand Only) as asked for by
BSE. BSE subsequently removed suspension on trading in the Company’s shares with effect from 17/03/
2004. Other than this and (j) above, the Company has been complying with the provisions of the listing
agreements entered into with the Stock Exchanges and no action punitive or otherwise has been initiated
by SEBI or RBI or the Stock Exchange against the Company. All the shares of the company except those
issued under the preferential allotment are listed at MSE and BSE. The application for listing of the same
are under consideration by the BSE and MSE.
l) The brief audited financials of the Target Company for the past three years & financial results for nine months ended
31/12/2003 as certified by the statutory auditor of the Target Company, Mr. L.Sukumar, Proprietor (Membership
No.24589) of L.Sukumar & Co, Chartered Accountants having his office at 10,D’Silva Road, Mylapore, Chennai 600
004 are as follows:
Profit & Loss Account(Rs. in lacs)

Particulars 9 mths ended Year ended Year ended Year ended
31/12/2003 31/03/2003 31/03/2002 31/03/2001
Income 364.42 1125.68 737.58 278.99
Other income 6.20 8.05 0.11 0.00
Total 370.62 1133.73 737.69 278.99
Expenditure 293.83 1035.80 668.12 247.02
Profit/(Loss) before 76.79 97.92 69.57 31.97
Interest Depreciation & Tax
Interest 69.73 59.51 14.32 0.61
Depreciation 6.54 8.71 6.11 6.77
Profit / (Loss) Before Tax 0.52 29.70 49.13 24.59
Provision for Taxation 0.18 23.16 5.00 1.15
Profit / (Loss) After Tax 0.34 6.54 44.14 23.44

18

Balance Sheet (Audited) (Rs. in lacs)

Particulars 31/12/2003 31/03/2003 31/03/2002 31/03/2001

Sources of funds

Paid up share capital 584.62 584.62 584.62 593.58

Reserves and Surplus 81.38 81.04 74.50 21.37
(excluding revaluation reserves)

Shareholder’s funds 666.00 665.66 659.12 614.95

Secured loans 735.35 642.20 105.43 97.49

Unsecured loans 37.27 51.54 70.69 30.03

Total 1438.62 1359.40 835.23 742.47

Use of funds

Net fixed assets 117.82 94.42 84.86 81.16

Net current assets 1315.56 1257.48 739.87 647.80

Miscellaneous expenditure 5.24 7.50 10.50 13.51
not written off

Total 1438.62 1359.40 835.23 742.47

Other Financial Data

Earning Per Share (Rs) *0.008 0.11 0.75 *0.32

Return on Networth (%) *0.07 0.99 6.70 *3.12

* Annualised
m) Reasons for fall/rise in total income and Profit After Tax (PAT)
The Year 2000-01:
The Company recorded a turnover of Rs.278.99 lakhs in 15-month period ended 31/03/2001. The turnover
dropped by 46% during this period as compared with the corresponding figures during the 15-month
period as on 31st December 1999. The reason being, there was a shift in the focus of the Company and
the management was seriously looking at the various options to confine itself to its core activities. This
was ultimately reflected in the better profitability during these periods with PAT at Rs.24.44 lakhs as
compared to a negative figure of Rs.92.48 lakhs in the previous period.
The Year 2001-02:
The Company in the year 2001-02 recorded a turnover and PAT growth of 164% and 88.3% respectively during the 12
months period. The management’s decision to move more into the Projects in the Infrastructure area ultimately paved
the way of better performance in this year both in terms of profit and turnover.
The Year 2002-03:
The Company managed to bag a couple of big orders in this financial year. The management was more
focused and result oriented. The Company recorded a growth of 53% in the turnover. However, the
same was not reflected in PAT, which fell by 85% due to steep increase in the material costs and financing.
There were delays in collecting the amounts due from clients and this resulted in a strain on the working
capital.
n) Pre and Post- Offer shareholding pattern of the Target Company is as follows:

19

*

Shareholders Shareholding & voting Shares / voting rights Shares / voting rights Shareholding / voting
category rights prior to the agreed to be acquired agreed to be acquired rights after the
agreement/acquistion through preferential in open offer acquisition and offer
and offer allotment which (Assuming full (A)+(B)+(C)
triggered off the acceptances)
Regulations

(A) (B) ( C) (D)
No % No % No % No %
1.Promoter Group
a) Parties to - - - - - - - -
agreement, if any:
b) Promoters other
than above
Mr.R Sriram* 653100 11.17 2100000 20.00 2753100 26.22
Mr.Gyan Jain T@ 79100 1.35 79100 0.75
Acquirer
SAAG Mauritius Ltd 701200** 11.99 4653800 44.32 5355000 51.00
PACS
R. Raju 90100 1.54 90100 0.85
R.Ananthakrishnan - - - - - - - -
Bharathi Anand - - - - - - - -
SAAG Consolidated - - - - - - - -
(M) Bhd
Total 1(a+b) 1523500 26.06 8277300 78.83
2. Parties to - - - - - - - -
agreement other
than (1) (a)
3. Public 4322700 73.94 (2100000) 20.00 2222700 21.17
{Other than Acquirers,
Promoters and PACs}
Total (1+2+3) 5846200 100.00 4653800 10500000 100.00

@ Mr Gyan Jain T can also tender the shares under the offer
*Mr.R.Sriram is also an Acquirer in the Open offer.
** 7,01,200 shares (forming 6.68% of the post preferential allotment capital) have been acquired on 17/06/2004 after
the date of the PA but before the date of the LOO.
o) Promoters other than the Acquirers and the PACs also can participate in the offer. The number of shareholders in
the public category is 1111
p) Pending Litigations:
There are no pending litigation matters against RRGL.
q) Compliance Officer:
Mr T. Jeyaprakasam
RR Greenhands Infrastructure India Limited,
#58,Thirumalai Pillai Road, T.Nagar, Chennai-600017
Ph 044-52121927
9. OFFER PRICE
Justification of Offer Price:
The equity shares of RRGL are listed on The Stock Exchange, Mumbai (BSE) and the Madras Stock
Exchange(MSE). The annualised trading turnover of the equity shares of the Company on the BSE and MSE
are as shown below:

20

Name of stockExchange Total no. of shares traded during Total no. Annualized Trading
the 6 calendar months prior to of listed Shares turnover (in terms of
themonth in which PA was made % to total listedshares)

BSE NIL 58,46,200 NIL

MSE NIL 58,46,200 NIL

Source: bseindia.com and MSE letter dated 16 June, 2004
The equity shares of RRGL are infrequently traded on the BSE in terms of explanation (i) to Regulation 20(5) of the SEBI
(SAST) Regulations, 1997. The offer price of Rs. 10/- per share is based on various parameters, extracts of which are as
follows:
Valuation in terms of Regulation 20(5)

The negotiated price per share under the Shareholders Agreement NA
Highest price paid by Acquirer for acquisition of equity shares including
by way of allotment in public or rights or preferential issue during the Rs.10/-
twenty-six weeks period prior to the date of public announcement
Highest price paid by the Acquirer for acquisition from SCB of equity
shares after the date of the PA(On 17/06/2004) Rs.6.35/-
Other Parameters Based on audited Based on figures for 9
accounts ended Months ended 31/12/2003
31/03/2003 (annualized) **
RONW (%) 0.99 0.07
Book Value per share (Rs.) 11.26 11.30
EPS (Rs.) 0.11 0.008
P/E * - -

* The equity shares have not been traded on BSE and MSE for the past many years.
** Financials as certified by L.Sukumar & Co, Chartered Accountants.
Sri & Co.,Chartered Accountants,T.Nagar, Chennai,Tel. No. 28142064, vide their report (signed by Mr.M.B.Srinivasan,
Partner, Membership No.27630) dated the 15th May 2004, have certified that the value of the shares of RRGL is
Rs.6.29 per equity share based on the methodology laid down by the Supreme Court decision in the Hindustan
Lever Employee Union Vs. Hindustan Lever Ltd.(HLL)(1995) 83 Com Case 30. The relevant extracts of the
report are reproduced below:
1) Net Asset Method of Valuation(Intrinsic Value):
The audited Balance Sheet as on 31 March, 2003 forms the basis for estimating the Net Asset Value (NAV) of the
company.
Under this Method of valuation, from the realizable value of assets, the amount of loan and other liabilities are deducted.
The value per share as per NAV method is Rs10.29
2) Profit Earning Capacity Value (PECV) Method
Under this method, the average after tax profits of the past years are capitalized at an appropriate rate to arrive at value
of shares.
The value per share as per PECV method is Rs 4.29
The market value method could not be considered since the shares of the Company have not been traded for the past
many years.
Fair Value per share
(As per the method suggested by Supreme Court in HLL case)

21

*

Weight to be assigned for NAV: 1
Weight to be assigned for PECV: 2
Value per share under NAV method: Rs 10.29
Weighted value of share as per NAV method: Rs 10.29
Value per share under PECV method: Rs 4.29
Weighted value of share as per PECV method: Rs 8.59
Fair value per share: Rs 6.29
Considering the above parameters the offer price of Rs.10/- per share is justified.
The Offer price shall not be less than the highest price paid by the Acquirer for any acquisition of shares of Target Company
from the date of public announcement upto 7 working days prior to the closure of the offer.
The Offer Price of Rs.10/- per equity share of RRGL is justified in terms of Regulation 20(11) of the Regulations.
There is no non-compete agreement.
10. FINANCIAL ARRANGEMENT
a) The total funds required to implement the offer are Rs. 2,10,00,000/-(Rupees Two Hundred and Ten Lakhs
only).Mr.R.Sriram (Acquirer) has deposited Rs. 52,50,000/- (Rupees Fifty Two Lakhs Fifty Thousand only) being
25% of the consideration in an Escrow Account in terms of Regulation 28 with the Union Bank Of India, Main
Branch, Chennai in the form of cash. Mr.R.Sriram, has duly authorized the Manager to the Offer to realise the value
of the Escrow Account in terms of the Regulations.
b) The financial obligations under the offer will be fulfilled through internal resources of the Acquirers and the PACs and
not from banks, financial institutions or foreign sources i.e. from Non Resident Indians or otherwise.
c) Mr. Panchapakesan (Membership No.200092), partner of Balakrishnan and Panchapakesan, Chartered Accountants
having office at No.5, Sannathi Street, Poonamallee, Chennai 600056,Tel. No.044-28344625 vide certificate dated
15 May, 2004 has confirmed that sufficient resources are available to allow the Acquirer, Mr R. Sriram and PACs to
fulfill their obligations under the offer. Based on the above, the Manager to the Offer is satisfied about the ability of
the Acquirers and PACs to implement the offer in accordance with the Regulations.
d). The Manager to the offer confirms that the firm arrangements for funds and money for payment through verifiable
means are in place to fulfill offer obligations.
11. TERMS AND CONDITIONS OF THE OFFER
a) Eligibility for accepting the Offer:
The offer is being made to the equity shareholders of RRGL (other than ‘Acquirers’ and ‘PACs’) whose names appear
on the Register of the Members of RRGL at the close of business hours on 1 July, 2004 (the “Specified Date”) and
also to those persons who own the equity shares at any time prior to the closure of the offer, but are not the
registered equity shareholders. Promoters other than the Acquirers and PACs can participate in the offer.
b) The Registrar to the Offer has opened a Depository Account (hereinafter referred to as “Special Depository Escrow
Account”) with Karvy Consultants Limited, as the Depositary participant (Karvy) in National Securities Depositary
Limited (NSDL) named as “RR Greenhands Infrastructure India Limited Escrow Account - Open Offer”. The DP ID is
IN300394 and Beneficiary Client ID is 14054910. Shareholders having their beneficiary account in Central Depository
Services India Limited (“CDSL”) have to use inter depository delivery instruction for the purpose of crediting their
equity shares in favour of Special Depository Escrow Account with NSDL.
c) Statutory Approvals:
The acquisition of shares tendered and accepted in the Offer from non-resident shareholders if any will be subject
to the permission of the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999 for which
the requisite application will be made on closure of the Offer.
Other than the above, as on the date of this letter of offer no approvals, statutory or otherwise, are required under
the Companies Act 1956, Monopolies and Restrictive Trade Practices Act, 1969, the Foreign Exchange Management
Act, 1999 and/or any other applicable laws and from any bank and/ or financial institutions for the said acquisition.
If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals
Subject to the conditions governing this Offer as mentioned herein, the acceptance of this offer by the equity
shareholders of RRGL must be absolute and unqualified. Any acceptance to this offer, which is conditional and
incomplete in any respect, will be rejected without assigning any reason whatsoever.

22

d) Shares subject to Lock in
The Lock-in shares, if any, acquired pursuant to in the offer will be transferred to acquirer subject to the condition
that it will continue be locked -in in their hands. It will be ensured that there will be no discrimination in acceptance
of lock-in and non lock-in shares.
12. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
a) Procedure for accepting the offer by eligible persons
The equity shareholders of RRGL who qualify and who wish to avail of this Offer (hereinafter referred to as “Acceptor”)
will have to deliver the relevant documents as mentioned below to the Registrar to the Offer, Karvy Computershare
Pvt Limited at their address mentioned on the cover page of this Letter of Offer by hand delivery or Registered Post
between 10.30 am. to 4.30 pm. (Monday to Friday excluding public holiday) on or before the closure of the offer,
24 August, 2004.
Shareholders are advised to ensure that the Form of Acceptance cum Acknowledgement and other
documents are complete in all respects, otherwise the same is liable to be rejected. In the case of
demat shares, the shareholders are advised to ensure that their shares are credited in favour of the
special depository account before the closure of the Offer. The Form of Acceptance cum Acknowledgement
of such demat shares, not credited in favour of the special depository account before the closure of
the Offer, will be rejected.
i. For Equity shares held in physical form:
Registered Shareholders should enclose:
- Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions
contained therein, by all shareholders whose names appear on the share certificates.
- Original Share Certificate(s).
- Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in
the same order and as per specimen signatures registered with “RRGL” and duly witnessed at the appropriate
place. A blank Share Transfer form is enclosed along with this Letter of Offer.
Unregistered owners should enclose:
contained therein.
- Original Share Certificate(s)
- Original broker contract note.
- Valid Share Transfer form(s) as received from the market.
The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirer
as buyer will be filled upon verification of the Form of Acceptance and the same being found valid. All other requirements
for valid transfer will be preconditions for valid acceptance.
ii. For Equity shares held in demat form:
Beneficial owners should enclose:
contained therein, as per the records of the Depository Participant (DP).
- Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-
market” mode, duly acknowledged by the DP.
- For each Delivery Instruction, the beneficial owner should submit separate Form of Acceptance.
b) The share certificate(s), share transfer form(s) and the Form of Acceptance should be sent only to the Registrar to
the Offer and not to the Manager to the Offer, Acquirers, PACs or RRGL.
c) In case of non-receipt of the Letter of Offer, the eligible persons may send their consent, to the Registrar to the
Offer, on a plain paper stating acceptance of the Offer with Name; Address; Number of Shares held; Distinctive
Number; Folio Number, Number of shares offered; along with documents as mentioned above, so as to reach the
Registrar to the Offer on or before the Close of the Offer, i.e., no later than 24 August, 2004 or in case of beneficial
owners they may send their application in writing to the Registrar to the Offer, on a plain paper stating acceptance
of the Offer with Name; Address; Number of Shares held; Number of shares offered; DP name; DP ID; Beneficiary
Account Number and a photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery
instruction in “Off-market” mode, duly acknowledged by the DP, in favour of the Special Depository Account, or the
eligible persons can write to the Manager to the Offer requesting for the Letter of Offer and Form of Acceptance
cum Acknowledgement and fill up the same in accordance with the instructions given therein, so as to reach the

23

Registrar to the Offer, on or before the Close of the Offer, i.e., no later than 24 August, 2004. Unregistered owners
should not sign the transfer deed and the transfer deed should be valid for transfer. Alternatively, the Letter of Offer
and Form of Acceptance cum Acknowledgement will be available on SEBI’s website (www.sebi.gov.in), from the
date of Opening of the Offer. The eligible persons can download the Form of Acceptance cum Acknowledgement
from the SEBI’s website and apply using the same.
d) If the aggregate of the valid responses to the Offer exceeds the Offer-size of 21,00,000 fully paid-up equity shares
of RRGL (representing 20% of the paid-up Equity Share Capital of RRGL), then the Acquirer shall accept the shares
received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations.
e) Shareholders who have sent their shares for dematerialization need to ensure that the process of getting shares
dematerialized is completed well in time so that the credit in the Special Depository Account is received on or before
the date of Closure of the Offer, i.e., no later than 24 August, 2004, else the application would be rejected.
f) While tendering shares under the Offer, NRIs/OCBs/Foreign Shareholders will be required to submit the previous RBI
Approvals (specific or general) that they may have obtained for acquiring shares of RRGL. In case of previous RBI
Approvals not being submitted, the Acquirer reserves the right to reject such shares tendered.
While tendering shares under the Offer, NRI/OCBs/Foreign Shareholders will be required to submit a Tax Clearance
Certificate from the Income Tax authorities, indicating the amount of tax to be deducted by the Acquirer under the
Income Tax Act, 1961 before remitting the consideration. In case the aforesaid Tax Clearance Certificate is not
submitted, the Acquirer will arrange to deduct tax at the rate as may be applicable to the category of the shareholder
under the Income Tax Act, 1961, on the entire consideration amount payable to such shareholder.
g) Shareholders who cannot hand deliver their documents to the Registrar to the Offer at their address given below:
Karvy Computershare Pvt Limited,
46, Avenue 4, Street 1, Banjara Hills,
Hyderabad 500 034. Phone Nos.:040 23320251/23320751
Fax No. : 040 23311968 ; Email : murali@karvy.com
Contact person : Mr. Murali Krishna
may send the same by Registered Post, at their own risk and cost.
h) In terms of Regulation 22 (5A) of the SEBI (SAST) Regulations, shareholders desirous of withdrawing their acceptance
tendered by them in the Offer may do so up to three working days prior to the date of closure of the Offer. The
withdrawal option can be exercised by submitting the documents as per the instructions below, so as to reach the
Registrar to the Offer as per the mode of delivery indicated therein on or before 18 August, 2004. The withdrawal
option can be exercised by submitting the Form of withdrawal as enclosed with the Letter of Offer.
Shareholders should enclose the following:
i. For Equity Shares held in demat form:
Beneficial owners should enclose
- Duly signed and completed Form of Withdrawal.
- Acknowledgement slip in original / Copy of the submitted Form of Acceptance cum Acknowledgement in case
delivered by Registered A.D.
- Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-
market” mode, duly acknowledged by the DP.
ii. For Equity Shares held in physical form:
Registered Shareholders should enclose:
- Acknowledgement slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case
- In case of partial withdrawal, valid Share Transfer form(s) duly signed as transferors by all registered shareholders
(in case of joint holdings) in the same order and as per specimen signatures registered with RRGL and duly
witnessed at the appropriate place.
iii Unregistered owners should enclose:
- Acknowledgement slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case
In case of non-receipt of Form of withdrawal, the withdrawal option can be exercised by making a plain paper
application along with the following details
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- In case of physical shares: Name; Address; Distinctive Numbers; Folio Number; Number of Shares tendered and
- In case of dematerialised shares: Name; Address; Number of Shares offered; DP name; DP ID; Beneficiary
Account Number and a photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery
instruction in “Off-market” mode, duly acknowledged by the DP, in favour of the special depository account.
2) The withdrawal of Shares will be available only for the Share certificates/ Shares that have been received by the
Registrar to the Offer/ Special Depository Escrow Account.
3) The intimation of returned shares to the Shareholders will be at the address as per the records of the RRGL /
Depository as the case may be.
4) The Form of Withdrawal should be sent only to the Registrar to the Offer.
5) In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required to be
split, the same will be returned on receipt of share certificates from RRGL.
6) Partial withdrawal of tendered shares can be done only by the Registered shareholders / Beneficial owners. In case
of partial withdrawal, the earlier Form of Acceptance will stand revised to that effect.
7) Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction for
receipt of the credit in their DP account.
i) In case of delay in receipt of statutory approvals, if any, SEBI has a power to grant extension of time to
Acquirer for payment of consideration to shareholders, subject to Acquirer agreeing to pay interest for the
delayed period as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the
delay occurs on account of willful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of
SEBI (SAST) Regulations will also become applicable.
j) Payment of consideration will be made by crossed account payee cheque / demand draft and sent by registered
post, to those shareholders/unregistered owners and at their own risk, whose shares/ share certificates and
other documents are found in order and accepted by Acquirer. In case of joint registered holders, cheques /
demand drafts will be drawn in the name of the sole/first named holder/unregistered owner and will be sent
to him. It is desirable that shareholders provide bank details in the Form of Acceptance cum Acknowledgment,
so that same can be incorporated in the cheque / demand draft.
k) Unaccepted or withdrawn Share Certificate(s), transfer form(s) and other documents, if any, will be returned
by Registered Post at the shareholders’/unregistered owners’ sole risk to the sole/first named shareholder/
unregistered owner. Unaccepted or withdrawn shares held in demat form will be credited back to the beneficial
owners’ depository account with the respective depository participant as per the details furnished by the
beneficial owner in the Form of Acceptance cum Acknowledgement.
13. GENERAL
a) Acquirer can revise the price upwards upto seven working days prior to closure of the offer and revision if any in the
offer price would appear in the same newspapers where the Public Announcement has appeared. The same price
would be paid to all shareholders who tender their shares in the offer.
b) Shareholders may note that if there is competitive bid, the public offers under all the subsisting bids shall close on
the same date. As the offer price cannot be revised during 7 working days prior to the closing date of the offers /
bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know
the final offer price of each bid and tender their acceptance accordingly.
c) The Acquirers shall upto 22 September 2004 complete all procedure relating to the offer including payment of
consideration to the equity shareholders who have accepted the offer and for the purpose open a Special Account
as provided under Regulation 29 of SEBI (SAST) Regulations 1997.
d) The instruction, authorization and provisions contained in the form of acceptance cum acknowledgement constitute
part of the terms of the Offer.
e) The Registrar to the Offer will hold in trust the Share certificates, Form of Acceptance cum Acknowledgement, if
any, and the transfer form/s on behalf of the shareholders of RRGL who have accepted the Offer, till the drafts / pay
orders for the consideration and/ or the unaccepted share certificates are dispatched/ returned. Equity Shares not
accepted under the offer will be sent to the shareholders/applicants at their own risk by registered post.
f) Acquirer shall acquire the equity shares from the shareholders of the Company who have validly tendered the equity
shares under the Offer (i.e. equity shares and other documents are in order and in accordance with the terms of
the Offer) and remit the consideration in respect thereof on or before 22 September, 2004 in cash by Account

25

Payee Pay Order / Demand Draft. Any delay will attract interest in terms of Regulation 22(12) of SEBI (SAST)
Regulations 1997. The information as to whether the equity shares tendered by them have been accepted (in full
or in part) or rejected and consideration payable would be sent by Registered Post.
g) The marketable lot of the physical shares of RRGL is 100 {Hundred}. The market lot of shares for shareholders
holding shares in demat mode is 1{One}. Where the number of shares offered for sale by the shareholders are more
than the shares agreed to be acquired by Acquirer, Acquirer will accept the offers received from the share holders
on a proportionate basis, in consultation with the Manager to the Offer irrespective of whether the shares are held
in physical or dematerialised form.
Shares not accepted under the offer will be sent to the shareholders / applicants at their sole risk by Registered
post.
h) For any queries regarding the Offer the shareholders / applicants may contact the Registrar to the Offer/Manager to
the Offer at the address mentioned on the cover page of this Letter of Offer.
i) Acquirer would be responsible for ensuring compliance with the Regulations.
14. DOCUMENTS FOR INSPECTION
The following documents are regarded as material documents and are available for inspection at the address of the
Manager To The Offer –M/s Karvy Investor Services Ltd at Karvy House, 46, Avenue 4, Street No 1, Banjara Hills,
Hyderabad 500034 from 11.00 a.m. to 3.00 p.m. on any working day until the Offer closes.
1. Published copy of the Public Announcement as on 04, June 2004
2. Copy of the EGM notice approving the preferential allotment to the Acquirer.
3. Copy of MOU dated 31/05/2004 between Karvy Investor Services Ltd., Manager to the Offer and Acquirers
and PACs
4. Certificate of incorporation and Memorandum and Articles of Association of RRGL.
5. Copies of Annual Report of RRGL for the financial years 2000-01, 2001-02 and 2002-03.
6. Bio-data of Directors of RRGL.
7. Copy of certificate dated 15 May, 2004 issued by Mr. Panchapakesan, partner of Balakrishnan and Panchapakesan,
Chartered Accountants, regarding net worth and adequacy of resources of Mr. R.Sriram.
8. Copy of certificate dated 15 May 2004 issued by Mr. Panchapakesan, partner of Balakrishnan and Panchapakesan,
Chartered Accountants, regarding net worth of Mr. R.Raju
Chartered Accountants, regarding net worth of Mr.R.Ananthakrishnan
Chartered Accountants, regarding net worth of Mrs.Bharathi Anand
11. Financial results for Nine months ended 31/12/2003 as certified by L. Sukumar &Co, Chartered Accountant
vide his certificate dated 31/05/2004.
12. Copy of Letter issued by Union Bank Of India, Main Branch, Chennai confirming deposit of Rs.52.50 Lacs in
terms of the Escrow requirements.
13. SEBI observation letter dated July 9, 2004
14. Copy of the Tripartite agreement with dated 5th March 2004 signed between the Company, NSDL and
Cameo Corporate Services Ltd.
15. DECLARATION BY THE ACQUIRER AND PACS
The Acquirer, Mr R. Sriram; the Board of Directors of the Acquirer, SML; the Board of Directors of the PAC, SCB and the
other PACs accept full responsibility for the information contained in the Public Announcement and Letter of Offer and
would be severally and jointly responsible for ensuring compliance with the obligations of Acquirer and PACs as laid down
in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.
Sd/-
Acquirer PACs
______
_________ Authorised Signatory
Authorised Signatory M/s SAAG Consolidated (M) Bhd
M/s SAAG (Mauritius) Ltd ______ Mr R. Raju
_______Mr R. Ananthakrishnan
________ Mr. R Sriram
_______Ms.Bharathi Anand
Place : Chennai.
Date : 19th July 2004

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