The First Day Of School - 1588 Words

â€Å"Arrg!† I cried out in frustration as I tried to make a decision between the pink shirt with black polka dots and the green shirt with the floral design. Sinking into my bed, my chest swelled with not only every breath I managed to take, but with anxiety and fear. Unlike my roommates, I’d already been through the usual chaos that preceded that day— the last minute packing, labeling all those new binders like voids waiting to be filled with overwhelming homework assignments, and the running around for this and that two weeks ago. Contrary to popular opinion, the first day of school isn’t as bad as everyone makes it seem. For me the anticipation, the glow, the joy, and the eventual let down when it’s over are all what makes it one of my†¦show more content†¦As soon as we walked through the doors of Gracemor Elementary School, I noticed how the hallways were packed with children my age and older with the same glint of excitement in their eyes as they cheerfully greeted their friends. When I finally mustered up the courage to look at the teachers, I noticed that they all had the same expression as the children. My teacher walked up to us and introduced herself to my uncle and then to me, even though she knew I couldn’t understand a word she said, and my uncle translated for her. As my uncle was leaving he knelt down and looked me straight in the eyes and gave me the what has now become â€Å"The Value of Education† speech. My teacher, Mrs. Decker, offered me her hand as she began walking down the hall to her classroom and I gratefully took it. When we reached the entrance to her classroom, she introduced me to the ecstatic looking women who would soon become my ELL teacher and then satisfied the inquisitive looks my classmates directed our way. As Mrs. Decker got class started, Ms. Paden led me outside and into another classroom and once again introduced me to the strange people that would soon become m y colleagues. After Ms. Paden had instructed the other students, she lead me to the most decorated corner of the room teeming with bean bags placed side by side next a little book shelf replete with all kinds of books with colorful covers. When she started speaking I, as expected, couldn’t understand the words coming out of herShow MoreRelatedThe First Day Of School Day709 Words   |  3 Pagesher first day of school. Both parents and the future scholar are beyond excited as they pack a healthy lunch to head out the door. Mother and child review a checklist of needed supplies. Crayons? Check. Pencils? Check. Backpack ready, they head out the door. Besides the jittery nerves of a new experience, the day goes perfectly. The child shares the same experience as the other students, with one minor exception: stopping by the nurse’s office for a â€Å"snack† after recess. Since it’s the first dayRead MoreThe First Day Of School825 Words   |  4 Pagesfoggy Thursday morning, I was up earlier than normal for the first day of school. Hardly any sleep was received throughout the night as the excitement for the next day sat in. The hallway was dark as I made my way to the kitchen. Within the next hour, my life would change drastically. The first day of school can always be problematic. However, the first day of high school is especially hard. Youthful children are always looking up to high school students. They seem like they are so old and mature. ItRead MoreThe First Day Of School Essay968 Words   |  4 PagesThe first day of school has the major influence on the way an individual will eventually turn out in the future. Many actions have occurred in my life long ago; some fail to recall, and some I still clearly remember. I was going into my first school in America. I had moved from Kenya a long distance from the USA in order to link with my family, who had been here for almost 4 years, expecting America would help my future. My father told me It would be better if I go to school here, so I registeredRead MoreThe First Day Of School1013 Words   |  5 PagesThe first day of school has the major influence on the way an individual will eventually turn out in the future. Many actions have occurred in my life long ago, some fail to recall, and some I still clearly remember. I was going into my first school in America. I had moved from Kenya, a long distance from the USA in order to link with my family, who had been here for almost 4 years, expecting America would help my future. My father told me It would be better if I go to school here, so I registeredRead MoreThe First Day Of School1000 Wo rds   |  4 PagesIt s the first day of school. Finally here, after the long, hot, steamy days of summer. Its finally time to settle down and focus on my studies. When I woke up early I jumped out of the bed. I opened the blinds and sprinted my way to the bathroom. Normally I would not be so ecstatic for school, but it s something about this year that really makes me ready. As I went in the bathroom, I noticed it was still dark outside. It was 6:00 in the morning. I should have not gotten up that early. But I dismissedRead MoreThe First Day Of School994 Words   |  4 PagesHigh school and even history 1 because the way my teachers used to teach me I always found it boring. Now that I am in this class all of the sudden history became more interesting because the teacher used our everyday environment, she used the events that were currently happening and tried to tie it back to the old time. As we started on the first day of school I did not think I would learn so much in such a little amount of time. For example , I did not know that the people that make school booksRead MoreThe First Day Of School946 Words   |  4 Pages On the first day of school I was in a class full of students. Oh, I hated my first day of classes very much because I could not handle the thought of having to introduce myself to everyone especially with the problem I had. I sat there nervously as I observed the others confidently and happily introducing them self to the audience. I just had the urge to slip under my chair and just hide there until I could escape my turn. Unfortunately, I could not avoid my turn and ended up introducing myselfRead MoreMy First Day At School837 Words   |  4 Pagesand could open my eyes fully. I hear my mom yell get up it’s your first day of school. I Got up took a shower, got dressed, ate my breakfast, and I was out the door on my way to school. I live in Ohio where it usually rains a lot and today it was a very sunny beautiful day. I got to school. It was my first day of middle school. I was very excited. This day was gonna be a great one. I didn’t know were my first class but I knew my first period class was with Andrew a good friend of mine who I have knownRead MoreMy First Day Of School1682 Words   |  7 Pagesyour day off with a two mile walk in the heat. Finally, you get to the small, one room schoolhouse, and it has no air conditioning. Everyone around you is so much taller than you, meaning they are probably a lot older than you as well. The teacher looks at you and tells you to take a seat, but all you want to do is turn around and be anywhere else but there. Seems a little scary, right? Well this is how my grandma’s first day of school went. This is nothing like a typical first day of school for kidsRead MoreMy First Day Of School838 Words   |  4 PagesIt was sunny Monday morning, soon to be my first day of school. I remember having a mild anxiety. I found myself swept away by fear as I approach the main entrance. The thought of leaving my home to acquire education seemed like nonsense for my 4 years old self. Since it was my first day of school my parents had to stay with me to make me comfortable. Being nervous, I passed through the main entrance. I saw a couple of kids playing with their small trucks in the playground and others were running

How to Get Your Drivers License. Free Essays

Getting your driver’s license is probably at the top of any sixteen year olds list, because everyone knows how important it is to them to be independent and it can be seen as the first real step in making that step from childhood to adulthood. However, getting your driver’s license isn’t just a real simple thing. It involves getting your permit first, taking a driver’s education class, and then of course the actual driving part. We will write a custom essay sample on How to Get Your Drivers License. or any similar topic only for you Order Now Knowing this information can ensure you that you are one step closer to driving on your own. To start off, you have to get the learner’s permit. There usually is a fee and you must bring your birth certificate, social security card, attendance and grades from school, and insurance, if you already have a car. You would have to pass the vision screening, the written test over the rules and regulations, and be at least 16 years old. Be aware that if you fail the written test, you cannot take it again until the next day. After you get the permit, you must remember that unfortunately you can only drive with a family member who is at least twenty one and one other person in the car with you. Also, you have to have had the learner’s permit for at least six months before you can take the class. Secondly, take a driver’s education class. With this, you must have seven hours in a car, twenty hours behind the wheel, thirty two classroom hours and pass the final driving/written test with a seventy or higher. The class usually consists of a bunch of people around sixteen or seventeen years old, some maybe older. How much it will cost depends on the school you choose. Furthermore, in this class you will watch videos and learn what to do and what not to do. You even watch the accident videos that make you want to cry. There will also be little quizzes and assignments given by the instructor to make sure you are learning properly. Finally, the last and most important thing is the actual driving. This is where your skills and knowledge are really put to the test. They assign everyone a driving partner, and both take turns driving for fourty five minutes to an hour. However, Before you can pass and get that driver’s license, you must be able to parallel park, merge on and off highways, highway drive in general, answer any questions the instructor has, change lanes, back up, and do a three point turn. They also test you on knowing where everything is like the turn signals, buttons for windshield wipers and breaks, etc. Once you are done with the test and you have passed with a seventy or higher, you will receive your certificate stating that you are now a licensed driver and then all you need to do is go take a picture and get the driver’s license from the DPS (Department of Public Safety) office. Congratulations you made it! You started off from getting your permit, taking the driver’s education class, passing the final driving test and finally wound up with your driver’s license. Here are your keys – now get driving! How to cite How to Get Your Drivers License., Papers

Psychological issues in eyewitness identify - MyAssignmenthelp.com

Question: Discuss about the Psychological issues in eyewitness identification. Answer: Both eye witness testimony and DNA evidence have both advantages and disadvantages. They are both prone to errors that can lead to wrongful conviction. Both DNA evidence and eye witness are never foolproof. DNA evidence is only one amongst many types of evidences jurors need to consider when determining a case. TV shows like CSI have promoted forensic science to a level that certain jurors have impracticable expectations of analysis of DNA. Thus, according DNA supreme weight than other evidences (Buckleton, Bright and Taylor 2016). Whereas maintaining the DNA databanks could assist police in identifying criminals, it further poses ethical dilemmas where samples are kept by authorities from individuals yet to be accused in any crime (Balding and Steele 2015). DNA quests, maneuvers whereby officers gather samples from a many individuals in different geographic areas to identify a perpetrator, have remained contentious. However, DNA profiling has a great advantage that hinges DNAs specificity. Moreover, comparatively minute DNAs quantities at a crime scene is able to yield adequate material that can be properly analyzed. Forensic scientists characteristically liken a minimum of thirteen DNA markers in 2 samples. The likelihood that any given 2 people might have similar profiles remains estimated to being under 1/10 billion. Thus, where specimens remain gathered appropriately and correct procedure is undertaken, DNA profiling proves tremendously accurate and reliable means of comparing the DNA of a suspect with the specimen gathered at crime scene. Thus, as a member of juror, before considering the reliability of DNA evidence, it will always be imperative for me to remember that DNA analysis, similar to any other forensic science technique, stays susceptible to human error. For example, contamination in the course of specimen gathering or analysis is able to dramatically reduce DNA reliability and accuracy. Generally, DNA evidence remains increasingly valuable in isolating suspects than in proving guilt. Conversely, eye witness testimony is only credible under certain circumstance and science urges jurors to cautious in relying on accounts of eyewitness because it remains indecisive, and mostly, surprisingly imprecise. One reason why eye witness is unreliable is that since people with some psychological disorders like antisocial personality disorder alongside substance dependence, remain at increased risk for criminal involvement, eyewitnesses have heightened likelihood for false identification of this group. Even though many jurors have placed heavy weight on eyewitness testimony when deciding whether one is guilty, most of these cases have been overturned by DNA evidence and subsequently exonerated (Sporer, Malpass and Khnken 2014). Thus, as a member of a juror, I will never uncritically accept eyewitness reports since they are prone to many factors that bias these reports. Thus, unlike other jurors who incline towards putting supreme weight to eyewitnesses testimony reporting that they remained very certain regarding respective identifications, I will lean towards studies that have shown that extremely confident eyewitness remain solely usually somewhat more accurate- and occasionally no more so- as opposed to less confident ones. In my view, therefore, DNA evidence is more reliable than eyewitness testimony because of the many instance in which convicts have been exonerated using DNA due to wrongful conviction due to false identification of the eyewitness. Sources of error DNA evidence source of error may originate from cross-contamination of sample. The crime scene evidence is cleaned up which sometime destroy the evidence during testing. Retesting must therefore be done in order to obtain accurate result from the study sample. Another potential error that may occur is misinterpretation of sample results. The laboratory is prone of assigning or mistyping evidentiary samples. If the sample is mistakenly assigned then this will led to false incrimination (Gill 2014). The third cause of error in DNA matches is in case there is mislabelling of samples. The correct way of finding the actual error is when the retest of the sample from original source is performed. However, this procedure is always unavailable hence rarely used. One source of error in eye witness is wrongful identification. This results from reconstruction of memory whereby questioning by a lawyer can change the testimony of the witness as fragments of memory could mistakenly be combined with info provided by lawyer culminating in inaccurate recall. Also, the eyewitness could be wrongly selected by police and hence give wrong eyewitness testimony. Yes, I think these questions would change if I were not studying science. It is the background I have in forensic science, especially DNA evidence and analysis that I have got to learn the false that are attached to eyewitness identification (Buckleton, Bright and Taylor 2016). Before, I studied science, I trusted eyewitness, but I have come to realize that science tells jurors never to rely on fickle and always inaccurate eyewitness. This is because science has disapproved my initial misconception that memory works like a video recorder. However, I have come to understand that memory are reconstructed instead of played back every time eyewitness recall them. This leaves eyewitness reports at a disadvantage than DNA because even cross-examination by the lawyer can change the testimony of the witness as fragments of memory could unknowingly be merged with info provided by examiner leading to recall inaccuracy (Roberts 2014). References Balding, D.J. and Steele, C.D., 2015.Weight-of-evidence for Forensic DNA Profiles. John Wiley Sons. Buckleton, J.S., Bright, J.A. and Taylor, D. eds., 2016.Forensic DNA evidence interpretation. CRC press. Gill, P., 2014.Misleading DNA evidence: reasons for miscarriages of justice. Elsevier. Roberts, N., 2014. The Reliability of Eyewitness Testimony. Sporer, S.L., Malpass, R.S. and Khnken, G. eds., 2014.Psychological issues in eyewitness identification. Psychology Press. Toglia, M.P., Read, J.D., Ross, D.F. and Lindsay, R.C. eds., 2017.The handbook of eyewitness psychology: Volume I: Memory for events. Psychology Press.

Study of Juliets Charachter in Shakespeares, Romeo and Juliet Essay Example

Study of Juliets Charachter in Shakespeares, Romeo and Juliet Essay Romeo and Juliet is a tragic play created by the well-known writer: William Shakespeare. He was a play wright and poet born in Stratford-upon-Avon on April 23rd. Shakespeare was born in 1564 and died in 1616. He had 4 children, twins, Suzanna and Judith, and a son, Hamnet. The dramas Shakespeare devised were mainly comedies happy endings, tragedies tragedy and death or histories historic interpretations of peoples lifestyles. His exquisite plays were set in the Globe theatre, but it was later burnt to the ground by puritans; they were thought to have burnt down the Globe theatre because they objected to the singing and music that Shakespeare encouraged his actors to perform. Some of the well-known plays William wrote were, Hamlet, Tempest, Macbeth, A Mid Summer Nights Dream, and of course the legendary Romeo and Juliet. In my essay, I will be focusing on Romeo and Juliet, it is a tragedy with two lovers that intend to marry, but fatally there crude plans are deformed by the war between the Capulets and the Montagues. They were two families that hated each other for a reason forgotten, but because it was carried on throughout there lives, the two oppositions decided to continue the inevitable frenzy. I will concentrate on the ways in which Juliet portrays every aspect of her personality. At the beginning of the play Juliet is perceived to be a quiet, well-mannered daughter of Lady Capulet. She lives with her parents in a mansion and was brought up by a very outspoken Nurse. In the play the Nurse has an excellent relationship with Juliet as she brought her up and treated her like her own daughter. The Nurse is a very sincere woman that worries for Juliet throughout the catastrophic story. We will write a custom essay sample on Study of Juliets Charachter in Shakespeares, Romeo and Juliet specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Study of Juliets Charachter in Shakespeares, Romeo and Juliet specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Study of Juliets Charachter in Shakespeares, Romeo and Juliet specifically for you FOR ONLY $16.38 $13.9/page Hire Writer Her parents, Lord Capulet and Lady Capulet are not very close mitten with Juliet and in one part of the play; Juliets mother actually can not recall her daughters age. The Nurse and Juliet have a very close bond so whenever Juliet needs someone to talk to she turns to her Nurse. She is dependable on her parents guidance, as that is the only time she can engage with them in conversation, and she respects and values her mother and father very well. As the play progresses, Juliet becomes more independent and doesnt rely on her parentage to supply her with right decisions, she begins to think for herself and fend for herself. This leads to the young Capulet transforming into a respectable young lady. Juliet appears to be rather perceptive. In Act One, Scene three, when Lady Capulet is talking to her daughter about the near future, she seems to be lacking directness. Juliets mother is passionate about her daughter marrying yet she avoids the suggestion at first. Before she asserts her wishes, the young Capulet states, It is an honour I dream not of when asked about marriage. Juliet seems to second guess her mothers intentions she realises the true purpose of Lady Capulets visit. And so she explains her point of view, discreetly, by seeming quite unmoved by wedlock. In this scene, Juliet and Lady Capulet do not seem to be very close. This is showed incredibly well. Juliet is in her room, when she is called upon by her mother. Lady Capulet comes to see her daughter to ask her about the social status of matrimony. Juliet curiously says How now, who callsthis suggests that Juliet doesnt get muchvisits. Juliet has a very diverse relationship with her mother to that of the Nurse; they have no maternal bonding or connection that a normal mother and daughter would usually have. We know this because when the Nurse says Your mother Juliet responds very formally and replied: Madam, I am here, what is your will? This response shows Juliet feels she has to put on a mask to cover any impolite or inaccurate gestures in speaking to her mother; and from this line we are given the indication that there is no affection between the two relatives. The relationship is very distant because when the Nurse asks Lady Capulet how old Juliet is she does not know. Even tho ugh they are not very close, Juliet respects and values the views of her mother, because she is open minded when she is asked about nuptials. A sense of fairness, along with a polite approach, is demonstrated by Juliet. As a way of Juliet meeting her suitor, Paris, Lady Capulet has organised a ball for this to happen. The young Capulet has a duty to introduce herself to the bachelor. Juliet responds by saying, Ill look to like, if looking liking more Firstly, Juliet is following her mothers will. In agreeing to do this, she is respectful of her parents. Secondly, Juliet is fair because she is not closed to the opportunity provided, in other words, she is an open minded young lady. Throughout Act One Scene Three, Juliet is seen to be both clever and deceitful. When the Nurse is talking too much Juliet shoes a completely different side to her polite, well-mannered usual profile. While the nurse is showing her enthusiasm on the topic, she is interrupted when Juliet says And stint thou too, I pray thee, Nurse, say I. Juliet shows how intelligent she can be by disguising the disrespectful way she spoke to her Nurse to spare her feelings by saying I pray thee This also shows how deceitful young Juliet can be because she successfully manages to alter the perception of her impolite behaviour towards her guardian. The way Juliet reacts to different situations changes repeatedly right through this scene. At this time and moment Juliet is demonstrating her respect and loyalty towards her mother. Lady Capulet is sceptical until Juliet says, Your consent gives strength to make it fly when asked about meeting Paris. Juliet does not make her own decisions and is dependant on her parents. I know this because she says she will only try and like him because her parents want her to. She doesnt argue with her mother, she immediately says yes, without hesitating, this shows that Juliet can be easily manipulated. Juliet can be seen to be both immature and open minded. When Juliet is questioned about getting married to a man she has never met, she is open to the suggestion. She says Ill look to like, if looking liking move. In other words, she will look at him and see if she likes him and if she admires his appearance, she might give Paris a chance. She is amateur because she is going to judge Paris on his physical appearance. The way in which Juliet is open minded is because she says to her mother that she is willing to participate in the party and see if the bachelor lives up to the expectations that the Nurse described to her. The party begins, but soon enough gate crashers arrive, the Montagues, Juliet sees Romeo and he catches her attention. She falls for him because he is wearing a mask, and she is intrigued. When Juliet converses in chatter with Romeo for the first time, she seems to be pious, quick-witted and loyal. Romeo and Juliet are in the Capulets hall in the mansion and they meet for the first time. When Romeo suggests, O then, dear saint, let lips do what hands do: They pray grant thou, lest faith turn to despair. Juliet reacts quickly with an excellent alibi, saying: Saints do not move though for prayers sake. She defends herself with religion showing she does not want to take her infatuation any further, staying faithful to her parents wishes. Clever Juliet uses excuses rapidly as a barrier separating herself from Romeo, whereas in Act One Scene Three, she was slow understanding things. Now, she knows she must listen to Romeo and reply quickly; to ensure nothing happens between them and to continue to be true to her mothers dream; thus explaining her fast, well-informed justifications. Juliet reveals the inconsiderate, doubtful part of her nature. Romeo and Juliet show their fondness of each other by kissing. Romeo kisses Juliet after Juliet was protesting why they should not kiss. After they share their first kiss, Juliet says, Then have my lips, the sin that they have taken. The kiss between the two lovers is described by Juliet as a sin. Significantly, this shows Juliet thinks the kiss stole a portion of her purity, making her less holy. Calling the kiss a sin makes Juliet appear inconsiderate of other peoples feelings. Romeo could have been hurt by the way Juliet expressed the kiss. The young Capulet feels guilty about what she has done. She believes she has made mistake by choosing to kiss Romeo. Yet she still kisses him again. The challenging character can be very doubtful at times, but still goes ahead with any problems she has to face. In Act one Scene five, Lady Capulets outgoing daughter, Juliet, is seen to be demanding -like her mother- disloyal and immature. The Nurse and Juliet are standing by the door watching the eager guests departing as the party is over. The gathering that was supposed to being Paris and Juliet together, but was the ending of the possibility, as Juliet met her star crossd lover. Juliet eagerly states Go ask his name. If he be married. My grave is like to be my wedding bed. She inherited her bossy, demanding behaviour from her mother. She sends the Nurse away, as if it is the Nurses duty to carry out all the jobs Juliet wants to be done. Juliet tries to act like her mother, although she unsuccessfully mirrors her mothers personality. The immaturity of her frame of mind shines through as she explains that she will die unmarried. This shows Juliet is desperate to find a partner so that she will not die unmarried. Whereas in Act one Scene three Juliet exclaimed marriage as an honour I dream not of. She has changed her mind again, and is also being disloyal to her mothers wishes by instructing the Nurse to ask his name. Again she is acting in the opposite way that she carried herself in Act one Scene three. In Act one Scene three, Juliet was respectful of her mothers wishes and was open minded to look to like, if looking liking move. You begin to recognise that Juliet is naà ¯Ã‚ ¿Ã‚ ½ve and desperate throughout this scene. Juliet is standing by the door with the Nurse; the Nurse tells Juliet finds out that her true love is a Montague, her worst enemy. When Juliet finds out that Romeo is the son of her greatest enemy, she is saddened by the horrific idea and says, My only love sprung from my only hate. Too early seen unknown, and known too late. This gives me the impression that Juliet can be very naà ¯Ã‚ ¿Ã‚ ½ve, because her family enforce the idea that she should hate the Montagues, and that is the only reason she hates them. Showing she is just a follower of what the majority of people are doing. She looks like she is desperate at the fact that she feels fooled and devastated for Romeos true identity. Without questioning the Nurse she believes what has come out of her mouth straight away. Juliet now believes that she does not stand a chose of being with her soul mate. During the whole of Act One Scene three Juliet was loyal to her parentage, respectful and was very dependant on her parent. When she had to make decisions she turned to her parents to help her decide. She acted her age, thirteen. Her upbringing was by the Nurse so she was more close to her Nurse than her mother. In Act One Scene Five, we begin to see a more mature Juliet that made her own decisions. In this Scene Juliet had changed incredibly, she made her own choices and did not rely on her parents for anything. She is more demanding towards to the Nurse and others around her. In Act One Scene Three Juliet winces at the word marriage, now she is ready to have a relationship and even get married. I believe Juliet shows her real personality in Act One Scene Five because she is not relying on anyone anymore so she can express her views freely, whereas in Act One Scene three Juliet kept her self to her self and was depended on her Mother and Father.

French Rev essays

French Rev essays True the ideas that were promoted by the philosophies were a contributor to The French Revolution but they were not the cause. The cause was the economic and social problems that faced France in those years of turmoil. I believe that The French Revolution was caused by The Social and Economic woes of the days. "The rule of the aristocracy lasts as long as the rural population continues to ignore or neglect the crafts, and the ownership of land continues to be the soul basis of wealth." "When handicrafts and commerce take hold among the people and create a new source of wealth benefiting a new class of working people, this paves the way for a revolution in political structure. A new distribution of wealth opens the way to a new distribution of power. In the same way that the possession of land creates an aristocracy, industrial property increases the power of the people; it provides the means to achieve its freedom." Antoine P. J. M. Barnave also believed that without the economic tribulations that were pending in France there would have been no need for change. The third estate could be broken down into three parts: the rich, bourgeoisie; the middle, lawyers, doctors, businessmen; and the poor, the peasant, farmer. There was much change in the economic world of the third estate. For instance the bourgeois were gaining land and therefore making money. 35% of the land was left to the 22 to 23 million peasants, the bourgeoisie held about 30% of the land, the 350 000 members of the nobility held about 20% of the land, and left with an unequally shared 10% the 130,000 member of the clergy. This shows how much land the bourgeois actually had. They were making large amounts of money off this huge percentage of land. Like those today who make money they needed to be taxed, there was only one difference between now and then, they [the third estate] were the only ones being ta...

The Running Style in English Prose

The Running Style in English Prose The free-running style, said Aristotle in his book On Rhetoric, is the kind that has no natural stopping-places, and comes to a stop only because there is no more to say of that subject (Book Three, Chapter Nine). Its a sentence style often used by excited children: And then Uncle Richard took us to the Dairy Queen and we had ice cream and I had strawberry and the bottom of my cone fell off and there was ice cream all over the floor and Mandy laughed and then she threw up and Uncle Richard took us home and didnt say anything. And the running style was favored by the 19th-century American poet Walt Whitman: The early lilacs became part of this child,And grass, and white and red morning-glories, and white and red clover, and the song of the phoebe-bird,And the Third-month lambs, and the sow’s pink-faint litter, and the mare’s foal, and the cow’s calf,And the noisy brood of the barn-yard, or by the mire of the pond-side,And the fish suspending themselves so curiously below thereand the beautiful curious liquid,And the water-plants with their graceful flat headsall became part of him.(There Was a Child Went Forth, Leaves of Grass) The running style often appears in the Bible: And the rain descended, and the floods came, and the winds blew, and beat upon that house; and it fell: and great was the fall of it.(Matthew, 7:27) And Ernest Hemingway built his career on it: In the fall the war was always there, but we did not go to it any more. It was cold in the fall in Milan and the dark came very early. Then the electric lights came on, and it was pleasant along the streets looking in the windows. There was much game hanging outside the shops, and the snow powdered in the fur of the foxes and the wind blew their tails. The deer hung stiff and heavy and empty, and small birds blew in the wind and the wind turned their feathers. It was a cold fall and the wind came down from the mountains.(In Another Country) In contrast to the periodic sentence style, with its carefully layered subordinate clauses, the running style offers a relentless succession of simple and compound structures. As Richard Lanham observes in Analyzing Prose (Continuum, 2003), the running style gives the appearance of a mind at work, making things up as it goes along, with sentences mimicking the rambling, associative syntax of conversation. In The New Oxford Guide to Writing (1988), Thomas Kane itemizes the virtues of the running style- which he calls the freight-train style: It is useful when you wish to link a series of events, ideas, impressions, feelings, or perceptions as immediately as possible, without judging their relative value or imposing a logical structure upon them. . . .The sentence style directs our senses much as a camera directs them in a film, guiding us from one perception to another, yet creating a continuous experience. The freight-train style, then, can analyze experience much like a series of segregating sentences. But it brings the parts more closely together, and when it uses multiple coordination, it achieves a high degree of fluidity. In the essay Paradox and Dream, John Steinbeck adopts the running (or freight-train) style to identify some of the conflicting elements in the American character: We fight our way in, and try to buy our way out. We are alert, curious, hopeful, and we take more drugs designed to make us unaware than any other people. We are self-reliant and at the same time completely dependent. We are aggressive, and defenseless. Americans overindulge their children; the children in turn are overly dependent on their parents. We are complacent in our possessions, in our houses, in our education; but it is hard to find a man or woman who does not want something better for the next generation. Americans are remarkably kind and hospitable and open with both guests and strangers; and yet they will make a wide circle around the man dying on the pavement. Fortunes are spent getting cats out of trees and dogs out of sewer pipes; but a girl screaming for help in the street draws only slammed doors, closed windows, and silence. Clearly such a style can be effective in short bursts. But like any sentence style that calls attention to itself, the running style can easily wear out its welcome. Thomas Kane reports on the downside of the running style: The freight-train sentence implies that the thoughts it links together with grammatical equality are equally significant. But usually ideas are not of the same order of importance; some are major; others secondary. Moreover, this type of construction cannot show very precise logical relationships of cause and effect, condition, concession, and so on. To convey more complex relationships between ideas in our sentences, we generally shift from coordination to subordinationor, to use rhetorical terms, from parataxis to hypotaxis.

Information Security Management Essay Example | Topics and Well Written Essays - 1250 words

Information Security Management - Essay Example The fourth step is associated with creating contingency strategies. In the fifth step, information technology contingency plan is developed. The sixth step involves training, testing, and exercise. A maintenance plan document is developed, in the seventh step. The recommended standard approach to the process is to combine the both system development and life cycle (SDLC) risk management contemplation for the process of contingency planning. 2 Incident Response Planning Steps The incident response planning is associated with detailed set of processes and procedures which mitigate, detect and foresee the scope of an unexpected event directly impacting on information resources and assets. Incident Detection Identifying the incident to determine whether the incident has occurred due to routine operations or it is the occurrence of an actual incident. The identification of incidents, also known as incident classification, is related to analyze the originality of an actual incident. Howeve r, reports from system administrators, including intrusion detection systems, anti-virus software may facilitate to incident classification. Incident Response After the identification of actual incident, the incident response personnel follow with a responsive approach. Likewise, the responsive approach includes informing to key personnel, allocating tasks and documenting the incident. Incident Escalation If the incident response team cannot contain the incident, the impact of the incident is significantly out of reach. Prioritizing business processes as per business impact is essential. For instance, (fraud risk management server) in a bank stops responding, the business impact will be ‘most critical’. Incident Recovery After the containment of the incident, the process of incident recovery initializes. The incident response team must comply with â€Å"What to do to recover from the incident†. The team must restore services, backup data, continuously monitor the effected system etc. 3 Criteria for Law Enforcement Agencies The law enforcements agencies should be involved if any incident violates civil and criminal law. It is the sole responsibility of the organization to inform law enforcement agencies. However, the involvement of ‘what type of enforcement agencies’ relates to the type of crime conducted. 4 Why businesses Continuity Plans are tested and rehearsed? Plans are tested and rehearsed to ensure that the ongoing projects meet the changing needs of the organization. Secondly, the plans are also tested and rehearsed to ensure that the capacity of organization is compliant with all the applicable regulations. 5 Summary for Special Publication (SP) 800-34 Contingency Planning Guide For federal information system contingency planning, this publication provides recommendations, instructions, and considerations. Contingency planning is associated with the intermediate control measures for incidents related to information syst em services, which may occur due to interruption. The intermediate controls consist of recovery of information systems function by utilizing equipments exchange, performance of information systems, and relocation of information systems. This guide addresses contingency planning to three platforms. The platforms are Client / Server Architecture, mainframe systems and Telecommunication systems. Moreover, the guide provides seven progressive steps for contingency planning process. The 7 steps are: Contingency plann

Credit card debt in the Uk today Essay Example | Topics and Well Written Essays - 1250 words

Credit card debt in the Uk today - Essay Example The building society branch network was expanded at high pace in the 1980's in the United Kingdom. But facing the recessions in the 1990's the trend declined. Most of the societies rationalized their network in order to cut the cost. The new trend was to give importance to the quality rather than quantity. This in turn gave rise to the trend of targeting high profit customers in order to gain high profits by cross- selling products to these customers. (Birkin & Clarke, 1998) The main customers of the building societies are the common men. Most of the products of building societies as discussed above are designed while keeping in view the needs of household customers. These products are attractive for them because the way to use them is simple. Like all the commercial banks the building societies also offer the Credit card services which have easy terms and conditions and provide the customer with the facility of loan. These credit cards are also different according to the packages they provide such as The strength of U.K financial system largely depends upon the external shocks the banks have to suffer. In the year 2005 the U.K banks financial strength ratings were comparatively high as compare to rest of other international banking institutions. The composition of the earnings of the banks kept reshaping. The income indicated a declining trend of retail borrowing, although offset by revenues from corporate banking than that from retail lending. Some banks in wholesale markets also gained dealing profits. It is future forecast, that the banks will earn nominal profits in coming year. Due to the unsecured lending exposure some of the banks would have slower income growth. The competition in the banking industry and the declining trend of retail rending can result in a slow income growth capitalisation. The capital ratios in major UK banks remained unchanged i.e. above regulatory minimum balance required. Passing the stress tests the banks had sufficient profits and reserves capital despite facing various economic and external, shocks. The IMF (FSAP) report stated that despite all the worst case scenario combined together the total cost for the banking sector is just 0.35 % total assets. (Bumn et al, 2005) The level of bad debts in UK is triggering at high speed as debt provision has been made easier to consumers in shape of credit cards and other financial instruments. The issue has become an important concern for the economists in the banking industry of UK. In the UK, bad debts are on average about 3 per cent in the credit card market, compared with the present level in the US of about 5 per cent. If the UK follows the US trend, credit standards may decline as competition increases. These societies also provide consultation services to the customers since most of them are busy with their business or family lives to dedicate sufficient time to plan for their financial futures. Without adequate planning financial goals may be unrealistic, which can result in significant financial under-achievement. They often get teamed up with other legal companies in order to provide the customers with a comprehensive range of value for money insurance products to protect home, contents, and mortgage

Hamburger and Tropical Hut Essay Example for Free

Hamburger and Tropical Hut Essay This pie chart shows the market shares of a fast food industry that the McDonald’s corporation has 13% share, Yum! Brand’s Inc. 10%, Doctor’s Association Inc. 9%, and Wendy’s have 4% of shares. While the other’s has 64% of share, including the share of a Tropical Hut. I. Introduction Tropical Hut is one, if not the oldest, fast food joint in the Philippines. It started in 1962 when the Que family had this idea of putting up a coffee shop within the confines of their supermarket, thus, Tropical Hut Hamburger was born. Now, it has more than 50 branches nationwide and still growing, proving that it can hold its stance in the fast food arena. Tropical Hut Food Market, Inc. (THFMI) started its operation as a small sari-sari store and is owned by the Que family. In 1962, the business has grown into a grocery store and expanded rapidly into a Supermarket. It was also in this year that the concept of a Coffee Shop within the Supermarket was launched with the introduction of Tropical Hut Hamburger: The Company was incorporated in February 1965. In 1972, Mercury group of Companies, Inc. acquired the Company with the introduction of a Drugstore within the Supermarket. II. Market SituationÃ'Ž Before Jollibee, before McDonalds, before Burger King, before anyone else, it seems, there is Tropical Hut Hamburger. And hamburger it is, indeed the best it could ever be. But that was long ago. Now, Tropical is just a vestige of its former self. Everyone suspects that their hamburger is where Jollibees came from They almost have the same taste. Their fried chicken is also just like Jollibees, but this time it was Tropical who copied it. Tropical has other food selections, like Bistek (a local version of beef steak er strips) and other sandwiches. However, the place is not world class. It is not as clean nor as well kempt as McDonalds or Jollibee. And they have a very poor image. Although food is good, you wouldnt want to be seen there.

Facing Our Fears in Science Fiction Essay -- Science Fiction Films Bo

Facing Our Fears in Science Fiction The dead are walking. They lumber and limp, feet scraping against the asphalt. Suddenly, they lunge and tear down into soft, warm, vulnerable flesh with startling speed. Not far behind, oozing inside-out hellhounds growl around razor fangs, stalking with murderous intent. All because of an innocent little airborne chemical weapon†¦This can’t be happening, this would never happen, right? It may sound far fetched, and it is. These horrifying creatures grace the screen of current blockbuster hit, Resident Evil 2: Apocalypse. So you’re safe. For now. But why are these images on screen so terrifying to us? Why do we cringe and gasp and sigh with giddy relief when it’s all over? Because we’ve just been given a brush with death. One of our greatest common fears came to life, and we stared it straight in the face and lived to tell about it. And that’s why we’ll keep coming back. After all, that is how science fiction films ha ve maintained their popularity and appeal for over fifty years now – they take whatever common fears our current society possesses and reflect them back at us. Fifty years ago, computers were as yet unheard of, and the world was still a very large place. Society was not so much concerned with trouble within itself, but with assault from outside forces. According to film critic John Brosnan in Future Tense, the end of World War II sparked the beginning of the â€Å"Golden Age† of science fiction (73). The war was over, but the Communist threat was still out there, and with the unleashing of the atomic bomb fear of a full scale nuclear war bordered on paranoia. Families built bomb shelters in their backyards and schools held air raid drills for their c... ...he dead walking. We love to ask ourselves, â€Å"This can’t be happening! This would never happen! Right?† Wrong. Works Cited Brosnan, John . Future Tense. New York: St. Martin's P, Inc., 1978. Dirks, Tim. Science Fiction Films. May 1996. 02 Oct. 2004 . Glass, Fred. "Sign of the Times." Film Quarterly 38 (1984): 16-27. Menville, Douglas . A Historical and Critical survey of the Science Fiction Film. Diss. U of Southern California, 1959. New York: Arno P Inc., 1974. Senior, W.A.. "Blade Runner and Cyberpunk Visions of Humanity." Film Criticism 21 (1996): 1-12. Telotte, J.P.. "The Problem of the Real and THX 1138." Film Criticism 34 (2000): 45-57. Warwick, Kevin. "The Matrix - Our Future?" The Philosophy of the Matrix. 20 Nov.2002: 14 Oct. 2004

How American and British towns and cities are preparing for peak oil

Peak oil is the point in time when the maximum rate of global petroleum extraction is reached, after which the rate of production enters terminal decline. This is expected to happen at the midpoint of depletion, that is, when only half the oil that will ever be produced has been consumed, and the other half is still underground. When oil production starts to decline, the economic impacts will be dramatic. Economic growth is largely dependent upon a growing oil supply. The International Energy Agency has forecast oil demand to expand at a rate of 1.3% annually over the period 2004-2030. This is likely to lead to large spikes in the oil price along with the price of gas and electricity which are closely linked on financial markets. British local authorities are now starting to consider the potential impact of peak oil on their services and communities. The preparations they have made are as follows: Woking Borough Council in Surrey has achieved major cuts in the energy consumption and greenhouse gas emissions of its buildings largely by converting to combined heat and power (CHP), that is, small, local gas fired power stations, which provide both electricity and heats to buildings nearby. CHP is highly efficient because it exploits the large amounts of heat that are normally wasted in electricity generation to provide space heating and hot water. Woking says this approach has cut gas consumption by as much as 30% and emissions by even more which is a great achievement. But although Woking has cut its gas consumptions, its dependency upon gas is now even higher than before because a far greater proportion of its total energy comes from this single source. Woking is now proud that it now generates 82% of its own electricity, and distributes it through a private wire network. The preparations the US cities have made are as follows: In the Arlington County, Virginia, the board has published an environmental initiative called fresh AIRE (Arlington Initiative To Reduce Emissions) This document outlines the aims put in place in the right direction towards preparing for peak oil: – Increase purchase of wind-generated electricity from 3% of the total electricity purchased by the county to 5% – Install solar energy technology (eg: solar water heating) in one or two county facilities to demonstrate its efficiency and effectiveness. – Prepare a strategic energy plan and a climate action plan for County operations and the community. – Plant at least 1,200 trees in 2007. The measures put in place are as follows: – Many transportation options, including transit, and the development of a Master Transportation Plan. – An energy-efficient County fleet, including hybrid-electric vehicles, vehicles running on bio-diesel fuel, and ART buses powered by natural gas. – An aggressive tree planting program, which includes the purchase of wind-generated electricity. – A renewable energy program, which includes the purchase of wind-generated electricity. The document also recommends three things that individuals can do for themselves, which again would also be useful in beginning to mitigate peak oil – Drive a fuel-efficient car, walk, bike, or take transit. If 10 people trade in cars that get 24 miles per gallon for more efficient cars that get 40 miles per gallon, this action alone would reduce CO2 emissions by 40000 lbs per year which is equivalent of taking four of those cars off the road. – Get an energy audit, and implement the recommendations. This year, the county will support 20 demonstration home energy audits. I recently purchased an energy audit for my home and have learned many things I can quickly do to save on energy costs. – Replace one frequently-used light bulb with a compact fluorescent bulb. If every household took this simple step, Arlingtonians would achieve the emissions equivalent of removing 1,000 cars from our roadways and save a million dollars a year. It was suggested by experts that the County should distribute at least 2,000 compact fluorescent light bulbs at public events, to reduce CO2 by 100 tons.

Advabtages and disadvantages of electronic media Essay

Electronic Medla Is a rich resource of services, supplies, creative and Innovative solutions to everyday domestic and professional demands. We are living in the era of electronic media. None can avoid and escape from it. It is prevailing profound effects on advertisement, education, information, politics and other social activities. If we look around us what is there that is impossible to? It is none other than this electronic media that has made our life far more comfortable and luxurious. Obviously this enhancement in technology would have its banes and boons as well. As far as the advantages of this advancement Is concerned so they are outnumbered. Electronic media has granted us with television, radio, computers, laptops, palmtops, mobiles and many more facilitating types of equipment. Electronic media has not only benefitted us In single field but It has Its advantages In various fields. Education has become far more convenient today as printers, projectors, laptops and Internet has provided a vast opportunity to get as much knowledge as one can. Now students have a great opportunity to enhance their knowledge through accessing internet. All he information in all topics is far beyond one touch of a button. Teaching is made more understandable by using projectors CD’s or DVD’s through this student develops more interest in class lectures. Learning through internet is also quite helpful you can play the video or read the page again till you are able catch it. Electronic media has entirely changed the mode of advertisement. Different attractive and colourful policies are made to encourage the customer to buy the product. Furthermore, It gives extensive options In selecting the desired product. Electronic media has revolutionized the Information system. Now everyone can be aware himself with current Information and updates. So many TV channels In the country and Internet websites Justify the Importance and advantages of electronic media where everyone has a freedom to exchange his view point freely. You are bored then you have a great variety to provide u a source of entertainment one can play on laptops, computers, etc or watch TV or can use social network. This social network is also one of a great source of electronic media it not only connects us to several peoples but also helps in advertising or much social and political news are also conveyed to us. The international politics are greatly influenced by the electronic media. Notnlng In tnls world Is Ideal or perTect tnereTore wnen tnls Destowment 0T science has provided us with its advantages it surely has several disadvantages in it as well. No doubt it’s a source of entertainment but people are rather waisting a lot of their precious time through this. Internet the greatest help of us today is also a good help to huge number of frauds and theft on internet. One’s personal account can be hacked and their personal details can be viewed which is obviously dangerous and ofcourse no one would want that to happen with them. Research evidence has accumulated over the past half-century that exposure to violence on television, movies, and most recently in video games increases the risk of violent behavior on the viewer’s part Just as growing up in an environment filled with real violence increases the risk of violent behavior. Furthermore there is huge amount of contents of vulgarity either in form of such vulgar games or in form of such software, CD’s or websites which can lead to crimes and bad mentality of our young generation. Another aspect of its disadvantages is that equipments are really expensive to buy nd even if one affords to buy it is again difficult and expensive to maintain. It is a media through which the West propagates against Islam and other opponents. If education is being revolutionize then the authorities would surely charge good amount of fees which will restrict a poor man to give his children this modern education as a result poor or middle class children are deprived of this way of education. TV, computers, etc are giving rise to eye-sight and obesity problems. In this century electronic media has gained preference over other things it’s not Just used for any single purpose but have vast purposes. But for all what it can harm then that truly depends upon our usage to this bounty of science. We can take some protective measures to be safe Just in case but if we are being careless in way we use electronic media then that would be biased to say that this media has many harmful effect in its usage. It is said who will win the media war will be most successful. Concluding it can be said that if we want to be dominant in the world, we will have to accept the challenge of electronic media otherwise we will be limping and looking at others. Amna Knan Biochemistry English 2042 B. S. II year Submitted To: Miss Zunaira Sultan

Peter England Shareholders Essay Example

Peter England Shareholders Essay Example Peter England Shareholders Essay Peter England Shareholders Essay DETAILED PUBLIC STATEMENT TO THE PUBLIC SHAREHOLDERS OF applied to the Ministry of Corporate Affairs, for change of its name from Peter England Fashions and Retail Limited to Pantaloons Fashion Retail Limited. The application is under process. f) Pursuant to the arrangements contemplated under the Scheme, ABNL, through its wholly owned subsidiary, ITSL continues to hold a controlling stake in PEFRL, (a subsidiary of ITSL), post the demerger of the Business from FRL into PEFRL. Prior to the effectiveness of the Scheme, the Acquirer held 100% of the Equity Shares of PEFRL. Subsequently, pursuant to the effectiveness of the Scheme, inter alia, the Business was demerged into PEFRL, the Equity Shares were issued to FRL Equity Shareholders and FRL DVR Shareholders (as defined below) based on the share entitlement ratio mentioned in the Scheme, and the ITSL OFCDs as described above stood converted. As per the post-demerger shareholding pattern , the Acquirer holds 50. 09% in PEFRL prior to the Offer. FRL Equity Shares are equity shares of FRL having a par value of Rs 2/- each and having one vote each FRL DVRs are equity shares of FRL classified as Class B shares (Series 1) of a par value of Rs 2/- each with every four FRL DVRs having voting rights equal to three FRL Equity Shares, and every FRL DVR having the right to receive 2% additional dividend than every FRL Equity Share; FRL Equity Shareholders are shareholders of FRL holding FRL Equity Shares FRIL DVR Shareholders are shareholders of FRL holding FRL DVRs The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the public equity shareholders of PEFRL, other than the promoters of FRL (Equity Shareholders) The Scheme was approved by FRL Equity Shareholders and FRL DVR Shareholders in the meeting held on December 6, 2012. Further, the Scheme has been sanctioned by the High Court of Judicature at Bombay pursuant to their Order dated March 1, 2013 and has become e ffective on April 8, 2013. All the Equity Shares validly tendered and accepted in this Offer will be acquired by the Acquirer only. The Acquirer was already in control of PEFRL prior to the effectiveness of the Scheme, and will continue to be in control of PEFRL post the effectiveness of the Scheme and the completion of the Offer. The Acquirer, along with ABNL, PEFRL, and FRL had jointly filed notice for the proposed combination with the Competition Commission of India on October 8, 2012 (the proposed combination being the transactions contemplated under the Scheme of Arrangement, including this Offer). By way of its letter dated December 21, 2012, and bearing Combination Registration Number C-2012/10/82, the Competition Commission of India has granted its approval to the proposed combination. Details of the proposed Offer The details pertaining to the publication of the DPS on April 23, 2013 are as below: Newspaper Business Standard Business Standard Navshakti b. Language English Hindi Marathi Editions All All Mumbai PETER ENGLAND FASHIONS AND RETAIL LIMITED* Regd. Office: 701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A. K. Road, Marol Village, Andheri East, Mumbai – 400 059. Tel: +91 8652905000, Fax: +91 8652905400. *Vide an online application dated April 11, 2013, the company has applied to the Ministry of Corporate Affairs, for change of its name from â€Å"Peter England Fashions and Retail Limited† to â€Å"Pantaloons Fashion Retail Limited†. The application is under process. g) Offer for acquisition of up to 23,114,868 equity shares (Offer Shares), comprising 24. 1% of the paid up equity share capital of Peter England Fashions and Retail Limited (PEFRL / Target Company) to the public Equity Shareholders of PEFRL, pursuant to the sche me of arrangement (Scheme) between Future Retail Limited (formerly known as Pantaloon Retail (India) Limited) (FRL / Demerged Company), PEFRL and their respective shareholders and creditors, and Indigold Trade and Services Limited (ITSL/ Acquirer) as shareholder of the Resulting Company, as sanctioned by the High Court of Judicature at Bombay on March 1, 2013 (Offer). The Offer is being made by ITSL and Aditya Birla Nuvo Limited (ABNL / PAC). Pursuant to the Scheme, FRL Equity Shareholders and FRL DVR Shareholders (as defined herein) of FRL (formerly known as Pantaloon Retail (India) Limited) have been issued and allotted 1 fully paid up equity share of Rs. 10/- each of PEFRL for every 5 fully paid up FRL Equity Shares / FRL DVRs held by them. This detailed public statement (DPS) is being issued by JM Financial Institutional Securities Private Limited, the advisor to the Offer (Advisor), for and on behalf of the Acquirer and the PAC. If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or the Registrar to the Offer. The Equity Shares of PEFRL are proposed to be listed on the BSE and NSE and the BSE and NSE have provided their respective No- objection certificate to the Scheme vide their letters dated October 9, 2012 and October 1, 2012 respectively. The Equity Shares are expected to be admitted for listing and trading post the completion of the Offer process, subject to regulatory compliances. Pursuant to the Scheme and after the Effective Date (as defined herein), PEFRL has issued and allotted 4,63,16,518 fully paid up equity shares of Rs. 0/- each to the FRL Equity Shareholders and FRL DVR Shareholders thereby increasing the issued and paid up capital of PEFRL to 9,27,93,529 fully paid up equity shares of Rs 10/- each. PEFRL shares have been allotted to the FRL Equity Shareholders and FRL DVR Shareholders on April 19, 2013. The Acquirer was al ready in control of PEFRL prior to the effectiveness of the Scheme, and will continue to be in control of PEFRL post the effectiveness of the Scheme and the completion of the Offer. Risk Factors: Public shareholders of PEFRL are advised to refer to the Offer Letter for risk factors relating to the Demerger, the Offer and the probable risks involved in associating with the Acquirer. I. 1. a. ACQUIRER, PAC, AND TARGET COMPANY INDIGOLD TRADE AND SERVICES LIMITED (ACQUIRER) The Acquirer is a public limited company incorporated as Madura Garments International Brands Company Limited on May 10, 2007 under the Companies Act, 1976 (Companies Act). The name of the Acquirer was changed to Indigold Trade and Services Limited on June 14, 2010. The registered office of the Acquirer is situated at Regent Gateway, Plot No. 5B, Doddanekundi Village, KIADB Industrial Area, ITPL Road, Bangalore-560 048, Karnataka. The Acquirer is promoted by ABNL and belongs to the Aditya Birla Group. The main objects of the Acquirer include the following: To carry on in India and elsewhere the business of buyers, manufacturers, importers, dealers, traders, sellers, Regulation-sellers, packers, re-packers, brand agents, exporters, wholesalers, retailers, agents (by whatever name called), istributors, exclusive right holders and / or the like, in all types of apparel , sanitary and lifestyle merchandise T o carry on in India and elsewhere the business of branded merchandise, by operating, whether directly or through any other means, chains of stores, outlets, showrooms, supermarkets, hypermarkets, mega markets, large format retail stores, discount stores, and any other wholesale and / or retail experience, in or though multiple market and / or marketing channels To offer comprehensive, turnkey and end-to-end solutions regarding sale, purchase, dealing, display, wholesale, trading, retailing, export, import, and the like, of garments, fashion apparel, fashion products, life style products, lifestyle accessories, fashion accessories, general merchandise and all other merchandise dealt with by the company The shareholding pattern of the Acquirer as of March 31, 2013 is as follows: S. No. Shareholder Category 1 e. Promoter Aditya Birla Nuvo Limited jointly with its Nominees* * including 2,900,000 partly paid-up shares for Rs 4. 30/- each. The Acquirer has not been prohibited by the Secu rities and Exchange Board of India from dealing in securities, in terms of directions issued under Section 11B of the Securities and Exchange Board of India Act 1992 (SEBI Act), as amended, or under any of the regulations made under the SEBI Act The brief audited financial details of the Acquirer for a period of the last three financial years and auditor certified results for the 9 months ended December 31, 2012 is as follows. Rs Lakhs) Particulars Total Income Profit After Tax Basic and Diluted Earnings Per Share (Rs) Networth g. 2. a. The Acquirer is not a listed company. ADITYA BIRLA NUVO LIMITED (PAC) ABNL is a public limited company incorporated as the Indian Rayon Corporation Limited on September 26, 1956 under the Companies Act, 1956. The name of the PAC was changed from The Indian Rayon Corporation Limited to Indian Rayon and Industries Limited on January 23, 1987, as the company had diversified into various businesses such as textiles, insulators and cements. Subsequently, the name of the PAC was again changed on October 27, 2005 to Aditya Birla Nuvo Limited. The new name reflects the companys conglomerate status as ABNL has various diversified businesses directly or through its subsidiaries / Joint Venture companies such as the Garments business, Carbon Black, Viscose Filament Yarn, Insulators, Textiles, Fertilisers, Information Technology, Business Process Outsourcing, Life Inurance, Financial services and Telecom business. The main objects of ABNL are enlisted in detail in the Offer Letter. The registered office of ABNL is situated at Indian Rayon Compound, Veraval, Gujarat 362 266. ABNL is promoted by Mr. Kumar Mangalam Birla and Birla Group Holdings Private Limited and belongs to the Aditya Birla group. The shareholding pattern of ABNL as of March 31, 2013 is as follows: Sr. No. Shareholder Category Promoter and Promoter Group Indian Foreign (A) Total Promoter and Promoter Group Public Shareholding Institutions (Mutual Funds / FIs / Banks, Insurance Companies / FVCIs / FIIs / Others) Non-Institutions (B) Total Public Shareholding Total (A) + (B) Shares held by Custodians and against which Depository Receipts have been issued Promoter and Promoter Group Public (C ) Total Grand Total (A + B + C) 1,425,000 1,757,052 3,182,052 120,213,187 NA NA NA 1. 19% 1. 46% 2. 65% 100. 00% 18,458,434 52,406,438 117,031,135 15. 77% 44. 78% 100. 00% 15. 35% 43. 59% 97. 35% 64,624,697 33,948,004 55. 22% 29. 01% 53. 76% 28. 24% 64,624,697 Nil 55. 22% Nil 53. 6% Nil No of Shares Held % of Shares Held % of Shares Held As a % of As a % of A+B A+B+C 9 Months Ended Year Ended Year Ended Year Ended Dec 31, 2012 March 31, 2012 March 31, 2011 March 31, 2010 (Audited) (Audited) (Audited) (Audited) 68. 80 24. 13 4. 48 (99. 48) (3. 95) 418. 96 20. 24 1. 01 207. 68 (8. 65) (0. 43) 187. 44 ( 3. 33) (0. 60) 196. 09 No of Shares Held 103,00,000* % of Shares Held 100% 2. The share capital structure of PEFRL as of the date of this DPS is as follows: Paid Up Equity Shares of PEFRL Fully Paid Up Equity Shares Partly Paid Up Equity Share Total Paid Up Equity Shares Total Voting Rights No. of Equity Shares/Voting Rights 92,793,529 Nil 92,793,529 92,793,529 % of Equity Shares/Voting Rights 100% Nil 100% 100% i. ii. iii. iv. h) i) 3. The equity shares of PEFRL are presently not listed on any stock exchange. However, as per the Scheme, the shares issued by PEFRL in terms of Clause 12 of the Scheme and the shares held by shareholders of PEFRL prior to such issuance will be listed and admitted to trading on the Stock Exchanges, where the shares of FRL are presently listed and admitted to trading i. e. BSE and NSE and all necessary applications will be made in this respect by the PEFRL. There are no outstanding convertible instruments convertible into equity shares of PEFRL. The Acquirer was already in control of PEFRL prior to the effectiveness of the Scheme, and will continue to be in control of PEFRL post the effectiveness of the Scheme and the completion of the Offer 4. j) k) l) 5. 6. PEFRL is a party to the Scheme, more particularly described in Section III of this DPS. Other than as stated above, there were no mergers, de-mergers, and / or spin-offs involving PEFRL in the last 3 years The brief audited financial details of PEFRL for a period of the last three financial years and auditor certified results for the 9 months ended December 31, 2012 is as follows: (Rs Lakhs) Particulars Total Income Profit After Tax Basic Earning Per Share (Rs) Diluted Earnings Per Share (Rs) Shareholder’s Funds 9 Months Ended Year Ended Year Ended Year Ended Dec 31, 2012 March 31, 2012 March 31, 2011 March 31, 2010 (Audited) (Audited) (Audited) (Audited) 5,128. 08 1,881. 69 1,279. 87 1,905. 72 3,010. 24 602. 05 602. 05 3,130. 67 122. 30 21. 64 21. 64 120. 43 1. 22 (1. 63) (1. 63) 12. 23 (2,537. 44) (33. 20) (33. 20) 11. 01 2. a. 7. 8. As of December 31, 2012, PEFRL did not have any contingent liabilities. The pre and post offer shareholding pattern of PEFRL, as on the date of this DPS s as follows: Shareholders Category Shareholding Shareholding Shares / votin g rights Shareholding / voting voting rights voting rights post the proposed to be rights after the prior to the scheme Scheme (ie. including acquired / sold in the Scheme, conversion conversion of the Offer (Assuming Full of ITSL OFCDs, and ITSL OFCDs) Acceptance) Offer (A) (B) (C) (B)+(C)=(D) No ITSL (2) Public a. FIs/MFs/FIIS/ Banks/SFIs (2) b. Others Total (a+b) Grand Total (1 + 2) Notes: 1. Based on the shareholding pattern of PEFRL as of April 19, 2013 2. Includes Mutual Funds / UTI, Financial Institutions / Banks, Insurance Companies, FIIs 3. The total number of public shareholders of the Target Company as of April 19, 2013 is 50,585 4. The promoters of the Demerged Company shall not be entitled to participate in the Offer SUMMARY FINANCIAL INFORMATION OF THE PANTALOONS BUSINESS Summary divisional financial information of the Pantaloons Business (as more particularly described in Section III of this DPS) for the 6 month period commencing from the Appointed Date i. e. July 1, 2012 and ending on December 31, 2012 are as follows. The Appointed date of the Scheme is July 1, 2012 and Effective date is April 8, 2013. During the aforesaid period, as per the terms of the Scheme, the conduct of the Business was managed by FRL (erstwhile PRIL) in the ordinary course. The financial information presented below pertains to a part of this period and is provided by the management of PEFRL based on information received from FRL. Please note that the financial information below is unaudited and has been provided only as additional information to the Equity Shareholders Rs in Crores Particulars Total income from operations (net) Total expenses Profit from operations before other income and finance costs Other income Finance costs Profit / (Loss) from ordinary activities before tax Profit After Tax Earnings Per Share (Rs) Reserves and Surplus Notes: 1. 2. 3. 4. 5. Inter Division stock transfer between divisions has not been considered as purchase or sales for the purpose of above financial results. Tax expenses have been provided for the company as a whole and not allocated to various formats. Other expenses includes Rs. 3. 87 crores towards loss on discard of fixed assets of closed stores. Management has allocated proportionate head office expenses towards personnel cost and rent to Pantaloons Format on estimated basis As provided in the opening Financial Statements, annexed as Schedule 1 to the Scheme, the Business had total loans of Rs. 1,600 Cr as of June 30, 2012. Since then, a sizeable portion of the loans have been retired as per the terms of the transaction. Accordingly, the finance costs may not be comparable to that of the post Demerger financial statements of PEFRL 5. 6. 4. As on 6 months ended Dec 31,2012 (Unaudited) 839. 85 779. 26 60. 60 0. 01 95. 48 (34. 87) NA NA (34. 87) 3. 2. IV. 1. d. 500,000 Nil Nil Nil 500,000 (%) 100. 0% Nil Nil No (%) No 23,114,868 (%) No (%) c. d. b. c. i. Given that prior to the Offer, the Acquirer holds 50. 9% of the Voting Capital of PEFRL, this Offer is being made for 24. 91% of the Voting Capital of PEFRL, so as to ensure that in the event there is 100% tendering in the Offer, then the post Offer public shareholding of PEFRL is not below the statutory prescribed minimum of 25%. The voting capital of PEFRL comprises 92,793,529 fully paid up equity shares of Rs 10/- each of PEFRL, being the fully diluted equity share capital of PEFRL (Voting Capital) Pursuant to the Offer, the Acquirer will acquire the Offer Shares under the Scheme making a cash payment at a price of Rs 175/- (Rupees One Hundred and Seventy Five only) per Equity Share. The Offer is being made to the Equity Shareholders of PEFRL. The Equity Shares to be acquired under the Offer must be free from all lien, charges and encumbrances and will be acquired together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof All Equity Shares up to the Offer Shares and up to the Offer Closing Date validly tendered by the Equity Shareholders will be accepted at the Offer Price by the Acquirer in accordance with the terms and conditions contained in the DPS and the Offer Letter. For the purpose of the Offer, a special depository account has been opened by the Registrar to the Offer with Axis Bank in the name and style of LIIPL – PFRL Offer Escrow Demat Account. The DP ID is IN300484 and the Client ID is 16816072 There are no partly paid up Equity Shares in PEFRL. This Offer is not subject to any minimum level of acceptance. Further there is no differential pricing for this Offer Object of the Offer Prior to the Effective Date, PEFRL was a wholly owned indirect subsidiary of ABNL, held through ITSL. ABNL is engaged inter alia in the fashion lifestyle business and is one of the premium apparel brand players in India. ABNL manufactures and sells apparel under various brands through exclusive brand outlets as also stores. The demerger of the Demerged Undertaking to PEFRL will expand the variety of its offering in the market and complement its existing portfolio. Further, it will enable wider distribution of products and give a wider choice to the consumers and enable business to build on their systems and processes to improve efficiencies. The stores operating under the brand name Pantaloons and derivates thereof would remain operational and the Acquirer and PAC through PEFRL would be entitled to continue carrying the same brands as before the proposed demerger. The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the Equity Shareholders of PEFRL. Post completion of the Offer, the Acquirer along with the PAC, may explore possibilities to strategically integrate the business of PEFRL within the Acquirer group to maximize synergy of operations. However, as of the date of this DPS, the Acquirer cannot ascertain the repercussions, if any, on the employees and locations of the Target Companys places of business. The Acquirer hereby confirms that presently, post listing of the Equity Shares, it does not have any intention of delisting the Equity Shares of PEFRL. The Acquirer may dispose-off or otherwise encumber any assets or investments of the Target Company, through sale, lease, reconstruction, restructuring, amalgamation, demerger and/or renegotiation or termination of existing contractual/operating arrangements, for restructuring and/or rationalizing the assets, investments or liabilities of the Target Company, to improve operational efficiencies and for other commercial reasons. The Board of Directors of the Target Company will take decisions on these matters in accordance with the requirements of the business of the Target Company. OFFER PRICE AND FINANCIAL ARRANGEMENTS The offer price as provided under the Scheme as approved inter-alia by FRL Equity Shareholders and FRL DVR Shareholders in the meeting held on December 6, 2012, and approved by the High Court of Judicature at Bombay is Rs 175/- (Offer Price) per fully paid up equity share of PEFRL having a face value of Rs 10/- each (Equity Shares). The Offer Price is higher than the price at which the ITSL OFCDs have been converted into equity shares of PEFRL. Assuming full acceptance of the offer, the total funds requirements is Rs 404,51,01,900- (Rupees Four hundred and four crore fifty one lakh one thousand and nine hundred only) (Maximum Consideration) and the same is not subjected to differential pricing. The Acquirer has provided a bank guarantee dated April 18, 2013 for an amount of Rs. 02,00,00,000/- (Rupees one hundred and two crore only) from Axis Bank Limited, having its head office at 3rd floor, Trishul, Opposite Samrtheswar Temple, Law Garden, Elli s Bridge, Ahmedabad 380 006 and a corporate banking branch at Ground Floor, Axis House, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025, in favor of the Advisor (the Bank Guarantee). The Bank Guarantee is valid until July 15, 2013. The Advisor has been duly authorized to realize the Bank Guarantee. The Acquirer undertakes that in case the Offer process is not completed within the validity of Bank Guarantee, then the Bank Guarantee will be further extended at least up to thirty (30) days from the date of completion of payment of consideration to shareholders who have validly tendered the Equity Shares held by them in PEFRL in this Offer. The Acquirer has also opened a cash escrow account in the name and style of Peter England Fashions and Retail Limited Open Offer Escrow Account (Escrow Account) with Axis Bank Limited having its head office at 3rd floor, Trishul, Opposite Samrtheswar Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006 and a corporate banking branch at Ground Floor, Axis House, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025 (Escrow Bank) and made a cash deposit of an amount of 5,00,00,000/- (Rupees five crore only) being more than 1% of the Maximum Consideration (Cash Escrow Amount). The Advisor has been duly authorized to realize the value of the aforesaid Escrow Account. The Acquirer has made firm financial arrangement for financing the acquisition of Equity Shares under the Offer. The Acquirer proposes to fund the Offer out of funds available with the Acquirer group (being Acquirer and the PAC). M/s P N Jhaveri Associates, Chartered Accountants (Membership number: 107374, Tel. No. : +91 22 22041840), having office at Shiv Sadan, Flat #1, Ground Floor, C Road, Churchgate, Mumbai 400 020, vide certificate dated April 18, 2013, have certified that adequate and firm financial resources are available with the Acquirer to enable it to fulfill its financial obligations under this Offer TERMS AND CONDITIONS OF THE OFFER Operational Terms and Conditions As per the schedule of activities, the tendering period will commence on May 7, 2013 and will close on May 20, 2013 (Tendering Period). The Equity Shares offered under this Offer should be free from all liens, charges, equitable interests, encumbrances and are to be offered together with, if any, of all rights of dividends, bonuses or rights from now on and declared hereafter This is not a conditional Offer and there is no stipulation on any minimum level of acceptance The Identified Date for this Offer as per the tentative schedule of activity is April 20, 2013 The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be 1(one only). The Equity Shareholders who tender their Equity Shares in acceptance of this Offer shall not be entitled to withdraw such acceptance. Locked in Equity Shares To the best of our knowledge, there are no Equity Shares of PEFRL that are both eligible to be tendered in the offer, and locked-in Eligibility for accepting the Offer A letter of offer (Offer Letter) shall be sent to all Equity Shareholders / beneficial owners holding Equity Shares (except the FRL Promoters, the Acquirer and PAC) whose names appear in the register of PEFRL as on the Identified Date. (Pursuant to the Scheme, PEFRL has issued and allotted 46,316,518 fully paid up equity shares to the FRL Equity Shareholders and FRL DVR Shareholders on April 19, 2013). The Offer Letter shall be only sent to the Indian addresses of the Equity Shareholders. Equity Shareholders holding shares in dematerialized form are required to update their Indian addresses with their Depository Participant (DP) and Equity Shareholders holding shares in physical form with the registrar and transfer agent of the Target Company. All Equity Shareholders/Beneficial Owners who own Equity Shares of PEFRL and are able to tender such Equity Shares in this Offer at anytime before the closure of the Offer, are eligible to participate in this Offer. The Form of Acceptance and other documents required to be submitted, herewith, will be accepted by Registrar to the Offer between 10:00 AM to 1. 00 PM and 2. 00 PM to 5:00 PM on working days (Monday to Friday) during the Tendering Period. Equity Shareholders may submit applications on plain paper however these must be accompanied with the letter, from the depository participant of the respective shareholder addressed to the Registrar requesting transfer of shares under Suspended ISIN (Depository Participant Letter). The format of the Depository Participant Letter is enclosed in the Form of Acceptance provided ith the Offer Letter. The Offer Letter and Form of Acceptance are also available on the website of the Registrar to the Offer at www. linkintime. co. in The acceptan ce of this Offer by the Equity Shareholders of PEFRL must be absolute and unqualified. Any acceptance to this Offer which is conditional or incomplete in any respect will be rejected without assigning any reason whatsoever The acceptance of this Offer is entirely at the discretion of the Equity Shareholder(s) /Beneficial owner(s) of PEFRL. The Acquirer and Registrar to the Offer accept no responsibility for any loss of Equity Share Certificates, Forms of Acceptance, Share Transfer Deed etc. uring transit and the Equity Shareholders of PEFRL are advised to adequately safeguard their interest in this regard The acceptance of Equity Shares tendered in the Offer will be made by the Acquirer in consultation with the Registrar to the Offer The instructions, authorizations and provisions contained in the Form of Acceptance constitute part of the terms of the Offer For any assistance please contact the Registrar to the Offer. Statutory and Other approvals To the best knowledge and belief of the Acquirer and PAC as of the date of this DPS, there are no statutory approvals required to implement this Offer. If any statutory approvals are required or become applicable prior to completion of this Offer, this Offer would also be subject to the receipt of such statutory approvals This Offer shall stand withdrawn in the event a binding order of court or governmental authority of competent jurisdiction is received directing the withdrawal of the offer. However, currently there are no circumstances to believe that such an event would occur Continued on next page ii. 1) Promoter group / Acquirer 46,477,011 50. 09% 14,410,618 15. 53% (23,114,868) (24. 91%) 31,905,900 34. 38% This will depend on the response from each category e. iii. 24. 91% 69,591,879 75. 00% f. g. 3. a. d. Nil 46,316,518 49. 91% (23,114,868) (24. 91%) 23,201,650 25. 00% 100. 0% 92,793,529 100. 00% Nil Nil 92,793,529 100. 00% f. b. c. II. 1. 2. b. c. d. e. III. 1. a) DETAILS OF THE OFFER Background of the Offer The Scheme of Arrangement was approved by the Board of Directors of FRL, PEFRL, and ITSL on September 9, 2012. An Implementation Agreement was entered into between ABNL, ITSL, FRL, PEFRL, Future Corporate Resources Limited and PIL Industries Limited on September 29, 2012. The Scheme pursuant to Sections 391 to 394 and other applicable provisions of the Companies Act, and as per the provisions of Section 2(19AA), Section 47 and other applicable provisions of the Income Tax Act, 1961, inter alia provided for: The transfer by way of demerger of the Demerged Undertaking (as defined herein) from FRL to PEFRL (more particularly described in Part B of the Scheme) Upon effectiveness of the Scheme, the Offer (more particularly described in Part C of the Scheme) Various other matters consequential or integrally connected therewith, including the reorganisation of the share capital of PEFRL. Demerged Undertaking means the undertakings, business, activities and operations of FRL pertaining to the Business on a going concern basis, and as described in detail in the Scheme. Business means the fashion retail business of FRL undertaken under the brand name Pantaloons and variations thereof (including, Pantaloons Fresh Fashion) from dedicated retail stores (which inter alia, as of June 30, 2012 constituted 90 operating stores which includes factory outlets and 18 stores which are under process), both in value and lifestyle segments, retailing a range of clothing and apparels in mens, ladies, and kids wear in both western wear and ethnic wear categories, lifestyle products, home products and accessories to each category under brands, labels and trademarks belonging to FRL or licensed from members of the Future Group as well as third party brands, labels and trademarks including, inter alia, owned brands of FRL and licenses of third party brands of products being sold, contracts with suppliers and vendors, delivery and warehousing arrangements, information technology, and such other activities and undertakings required for undertaking the foregoing on a pan- India basis The shares of PEFRL are presently not listed on any stock exchange, and this Offer is made pursuant to the Scheme; consequently, the Offer is not governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, the Offer Letter (as defined herein) will not be submitted to the Securities and Exchange Board of India. The key salient features of the Scheme are as follows: The Scheme, which came into effect on and from April 8, 2013 (Effective Date), inter alia, provided for the demerger of Demerged Undertaking of FRL on a going concern basis into PEFRL, pursuant to Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 in the manner provided for in the Scheme. Upon the Scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by FRL to PEFRL in terms of the Scheme, PEFRL issued and allotted to each Equity Shareholders whose name appeared in the records of FRL or as beneficiary in the records of the depositories of FRL in respect of the shares FRL on the Record Date, 1 (one) equity share of Rs. 0/- each, credited as fully paid in the capital of PEFRL, for every 5 (five) fully paid up FRL Equity Shares/ FRL DVRs (as defined below) held by them in FRL (the Share Entitlement Ratio). FRL shall continue, upto the Effective Date, to conduct the busine ss of the Demerged Undertaking in the ordinary course. As an integral part of the Scheme, the share capital of PEFRL was restructured and reorganized in the manner set out in the Scheme, including: Upon the Scheme coming into effect, the authorised equity share capital of PEFRL was increased from Rs. 10,00,00,000/- (Rupees Ten Crores Only) to Rs. 100,00,00,000 (Rupees One Hundred Crores Only). Prior to the demerger, ITSL held 800 (eight hundred) optionally fully convertible debentures, of Rs. ,00,00,000 (Rupees One Crore each), of PEFRL convertible into 4,59,77,011 (Four Crores Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of PEFRL ( ITSL OFCDs). Upon the Scheme coming into effect, the ITSL OFCDs were converted into 4,59,77,011 (Four Crores Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of PEFRL. The equity shares of PEFRL are proposed to be listed on the BSE and the NSE pursuant to the Scheme On or aft er the Effective Date, but prior to the listing of PEFRL, the Acquirer and/or its Affiliates may make an Offer to the public shareholders of PEFRL based on the price per share of Rs. 175/- (One Hundred and Seventy Five only). The number of equity shares of PEFRL accepted by the Acquirer in terms of the Offer shall not exceed the Offer Shares. It is hereby clarified that if the number of equity shares tendered exceed the Offer Shares, then the Acquirer shall be entitled to accept the equity shares on a proportionate basis taking care to ensure that the basis of acceptance is decided on a fair and equitable manner. The decision of the Board of Directors (or a committee thereof) of the Acquirer in this behalf shall be final and binding. The promoters of the Demerged Company shall not be entitled to participate in the Offer. b) V. 1. a. b. c. d. e. f. 2. a. 3. a. i. ii. ii. c) Note: Additionally, as of March 31, 2013, there are 9,820,000 warrants held by the promoter group, representing 7. 55% of the total number of shares of ABNL assuming full conversion of warrants. f. The brief audited financial details of ABNL for a period of the last three financial years and limited review results for the 9 months ended December 31, 2012 is as follows. (Rs Crores) Particulars 9 Months Ended Year Ended Year Ended Year Ended Dec 31, 2012 March 31, 2012 March 31, 2011 March 31, 2010 (Unaudited) (Audited) (Audited) (Audited)1 7,385. 41 8,623. 22 6,522. 10 4,898. 26 239. 27 21. 08 21. 06 6,293. 45 345. 39 30. 43 30. 41 5,678. 9 379. 69 35. 84 34. 98 5,400. 75 283. 40 28. 81 27. 62 4,661. 51 Total Income Profit After Tax Basic Earning Per Share (Rs) Diluted Earnings Per Share (Rs) Shareholder’s Funds Notes: d) e) i. 1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format g. As of December 31, 2012, ABNL has the following contingent liabilities: Particulars Claims against the company not acknowledged as debts A B C D h. i. j. k. In respect of Income Tax matters In respect of excise custom matters In respect of service tax matters In respect of sales tax matters 39. 89 76. 35 8. 48 28. 63 (Rs in Crores) b. c. ii. d. iii. iv. i) ii) ABNL is presently listed on the BSE Limited (BSE) (Scrip Code: 500303) and the National Stock Exchange of India Limited (NSE) (jointly with BSE, the Stock Exchanges) (Ticker: ABIRLANUVO), ISIN: INE069A01017) ABNL has complied with the conditions of corporate governance as stipulated in clause 49 of the listing agreements with the Stock Exchanges. ABNL has not been prohibited by the Securities and Exchange Board of India from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, or under any of the regulations made under the SEBI Act The details of the Compliance Officer of ABNL are as follows: Name: Tel: Fax: Email: Mr. Devendra Bhandari 022 -66525000 022-66525821 devendra. [emailprotected] om Address: A-4 Aditya Birla Centre, S. K. Ahire Marg Worli, Mumbai 400 030 e. f. g. h. i. j. 4. a. v. vi. 3. 1. PETER ENGLAND FASHIONS AND RETAIL LIMITED (TARGET COMPANY) Peter England Fashions and Retail Limited (CIN: U18101MHPLC2007233901) is a public limited company incorporated on April 19, 2007 under the Companies Act. The name of the company has not been changed since incorporation. Vide an online application dated April 11, 2013, the company has applied to the Ministry of Corporate Affairs, for change of its name from Peter England Fashions and Retail Limited to Pantaloons Fashion Retail Limited. The application is under process. The registered office of PEFRL is situated at 701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A. K. Road, Marol Village, Andheri East, Mumbai 400 059. b. vii. As per the Scheme, the name of PEFRL is to be changed to PANTALOONS FASHION RETAIL LIMITED post approval by the concerned registrar of companies. Vide an online application dated April 11, 2013, the company has Continued c. Subject to the receipt of statutory approval, the Acquirer and PAC shall complete all procedures relating to this Offer within 10 working days from the date of closure of the tendering period to those Equity Shareholders whose share certificates and/ or other documents are found valid and in order and are accepted for acquisition by the Acquirer. The Acquirer shall be responsible to pursue all statutory approvals required by the Acquirer in order to complete this Offer without any default, neglect or delay Where any statutory approval extends to some but not all the Equity Shareholders, the Acquirer shall have the option to make payment to such Equity Shareholders in respect of whom no statutory approvals are required in order to complete this Offer Date April 20, 2013 April 23, 2013 April 26, 2013 May 6, 2013 May 7, 2013 May 20, 2013 May 27, 2013 June 3, 2013 8. b. 6. the closure of the Tendering Period, i. e. , not later than May 20, 2013 in accordance with the instructions to be specified in the Offer Letter and in the Form of Acceptance The Form of Acceptance along with Share Certificates / copy of delivery instruction to DP and other relevant documents shall be sent to the Registrar to the Offer only. The same shall not be sent to the Acquirer, PAC, Advisor or PEFRL. Procedure for acceptance of this Offer by Equity Shareholders/owners of Equity Shares who have sent Equity Shares in physical form for transfer or those who did not receive the Offer Letter: In case of non-receipt of the Offer Letter, beneficial holders holding Equity Shares in dematerialized form, may send their applications in writing to the Registrar to the Offer, on a plain paper stating the name, address, number of Equity Shares held, number of Equity Shares offered, DP name, DP ID, beneficiary account number and photocopy of the delivery instruction in Off-market, or counterfoil of the delivery instruction in Off-market mode, duly acknowledged by the DP, in favor of the special depository account opened by the Registrar to the Offer for receiving Equity Shares tendered during the Offer (Special Depository Account), along with duly acknowledged letter by his/her Depository Participant addressed to the Registrar instucting the Registrar to facilitate the transfer of securities he ld under Suspended ISIN (the format of which is a part of the Form of Acceptance, which may be obtained from the website of the Registrar at www. linkintime. co. in, so as to reach the Registrar to the Offer on or before the date of closure of the Offer. Also alternatively, the Equity Shareholders may apply on the Form of Acceptance obtained from the website from the Registrar at www. inkintime. co. in In case of non-receipt of the Offer Letter, the eligible person(s), holding Equity Shares of the Target Company in physical form, may send his / her / their consent on plain paper stating the name, address, number of Equity Shares held, distinctive numbers, certificate numbers and the number of Equity Shares offered along with the share certificates, duly signed transfer forms and other required documents to the Registrar to the Offer so as to reach them on or before the date of closure of the Offer. Also, alternatively, the Equity Shareholders may apply on the Acceptance Form obtaine d from the website of the Registrar at www. inkintime. co. in The number of equity shares of PEFRL accepted by the Acquirer in terms of the Offer shall not exceed the Offer Shares. It is hereby clarified that if the equity shares tendered exceeds the Offer Shares, then the Acquirer shall be entitled to accept the equity shares on a proportionate basis taking care to ensure that the basis of acceptance is decided on a fair and equitable manner. The decision of the board of directors (or a committee thereof) of ITSL in this behalf shall be final and binding. The detailed procedure for tendering the shares in the Offer will be available in the Offer Letter. ADVISOR TO THE OFFER d. e. 7. a. VI. TENTATIVE SCHEDULE OF ACTIVITIES Activity Identified Date* Publication of Detailed Public Statement (DPS) in the newspapers Date by which Offer Letter will be dispatched to Equity Shareholders Date of publication of the Offer Opening Public Announcement (announcement of the commencement of the Tendering Period) Date of commencement of Tendering Period (Offer Opening Date) Date of expiry of Tendering Period (Offer Closing Date ) Last Date for publication of post offer public announcement in the newspapers where the DPS has been published Date by which all requirements including payment of consideration would be completed JM Financial Institutional Securities Private Limited 141, Maker Chambers III, Nariman Point, Mumbai – 400 021 Tel: +91 22 6630 3030 Fax: +91 22 2202 8224 Contact Persons: Ms Lakshmi Lakshmanan / Ms. Feliciana Fernandes Email: pfrl. [emailprotected] com REGISTRAR TO THE OFFER *The Identified Date is for the purpose of determining the Equity Shareholders as on s uch date to whom the Offer Letter would be mailed. VII. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 1. The Offer Letter with the Form of Acceptance will be mailed to the Equity Shareholders, whose names appear on the register of members of PEFRL and to the beneficial owners of the Equity Shares whose names appear in the beneficial records of the respective depositories as of the close of business on the Identified Date. Equity Shareholders can also download the Offer Letter and the Form of Acceptance from the website of the Registrar at www. linkintime. co. in or obtain a copy from the Registrar to the Offer. Equity Shareholders who wish to accept this Offer can hand-deliver the Form of Acceptance along with the other documents required to accept this Offer, at any of the collection centers mentioned in the Offer Letter so as to reach the Registrar to the Offer during business hours on or before 5. 00 pm on May 20, 2013, i. e. the closure of the Tendering Period, in accordance with the procedure as set out in this DPS and in the Offer Letter. Equity Shareholders who cannot hand deliver their documents at the collection centers referred to above, may send the same by registered post with acknowledgement due or by courier, at their own risk and cost, to the Registrar to the Offer at its address as mentioned below so as to reach the Registrar before close of business on May 20, 2013 i. e. the closure of the Tendering Period. Equity Shareholders who wish to tender their Equity Shares, held in physical form, will be required to send the Form of Acceptance, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer, either by hand delivery or registered post on weekdays, at their sole risk, so as to reach the Registrar to the Offer, on or before 9. VIII. OTHER INFORMATION The Acquirer and PAC accept full responsibility for the information contained in this DPS and also for fulfillment of the obligations of the Acquirer as laid down herein. The Acquirer and PAC shall be jointly and severally responsible for ensuring compliance with the obligations laid down herein. This DPS and the Offer Letter (including Form of Acceptance) will be made available on the Registrars website at www. linkintime. co. in. All capitalized terms used in this DPS but not defined herein will have the same meaning as defined in the Offer Letter. 2. 3. 4. 5. Place: Mumbai Date: April 22, 2013 Link Intime India Private Limited C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West), Mumbai 400 078 Tel: +91 22 25967878, Fax: +91 22 25960329 Contact Person: Mr. Pravin Kasare Email: pefrl. [emailprotected] co. in