*The book value i.e. Rs. 10.68 per share of JVUL as on 31^st December 2002 has been certified by Mr. J.L Maloo (Membership No.17649), proprietor of Maloo & Co., Chartered Accountants, the auditors of JVUL, having their office at 3, Mangoe Lane, 2^nd Floor, Kolkata-700 001 vide their certificate dated 23^rd April 2003.

There has been no trading in the shares of JVUL on both the Stock Exchanges since January 1995, as a result Price-Earning ratio has not been computed and may not be relevant.

Taking the above factors into consideration the Offer price of Rs.11/- per share, being 2.99% premium to the book value of the shares as on 31.12.2002 is justified in terms of Regulation 20(11) of the Regulations.

1.5  For the purpose of this Offer, there are no persons acting in concert as per the provisions of Regulations 2(1)(e) of the Regulations.

1.6  The Offer is not subject to any minimum level of acceptances from shareholders and is not a conditional Offer.

1.7  This is not a competitive bid.

2      INFORMATION ABOUT THE ACQUIRER:

2.1  Jai Balaji Exim Corporation is a partnership firm, having its office at 5, Bentinck Street, Kolkata – 700 001. The firm was formed on 14^th July 2000 to carry on the activity of export and import of various equipments.

2.2  The partners of the firm as on the date of Public Announcement are Mr. Devendra Prasad Jajodia, Mr. Sanjiv Jajodia, Mr. Rajiv Jajodia, Mr. Aditya Jajodia, Mr. Aashish Jajodia, Mr. Gaurav Jajodia, Mrs. Sangeeta Jajodia, Mrs. Kanchan Jajodia, Mrs. Seema Jajodia and Mrs. Rina Jajodia.

2.3  The total turnover and net profit of the firm for the year ending 31^st March 2003 was Rs. 346.46 lacs and Rs. 1.71 lacs respectively. The return on net worth for the same period was 4.13%.

2.4  The net worth of the firm as on 31^st March 2003 as certified by Mr. A. Deb (Membership No.51845), partner of ABR & Co, Chartered Accountants, having their office at 7, Camac Street, 2^nd Floor, Kolkata-700 017 vide certificate dated 23^rd April 2003 is Rs. 41.36 lacs;

3      BACKGROUND OF THE TARGET COMPANY:

3.1  JVUL is a public limited company having its registered office at 5, Pannalal Banerjee Lane, 4^th Floor, Kolkata – 700 001.The company was incorporated on 27^th day of November 1984 (certificate of commencement was received on 3^rd December 1984) as a Trading and Hire Purchase Finance company.

3.2  JVUL is a Non Deposit taking Non Banking Finance Company (NBFC) registered with the Reserve Bank of India vide their certificate dated 12^th February 1998 having Registration no. 05.00023.

3.3  As on the date of the Public Announcement, the Paid-up Equity Share Capital of JVUL is Rs.24,90,000/- comprising of 2,49,000 Equity Shares of Rs.10/- each fully paid-up. There are neither partly paid-up shares nor outstanding convertible instruments as on the date of the Public Announcement.

3.4  The company is presently carrying on the business of providing short-term loans and advances.

3.5  The directors of the company as on the date of Public Announcement are:

3.6  The Equity Shares of JVUL are listed at CSE and UPSE.

3.7  As per the audited Accounts for the year ending 31^st March 2002, the total income and net profit of JVUL is Rs.2.35 lacs and Rs.0.01lac respectively.

3.8  The extent of compliance with Chapter II of the SEBI (SAST) Regulations by the Target Company is as follows:

4      REASONS FOR THE OFFER AND FUTURE PLANS ABOUT TARGET COMPANY:

4.1  The object of the Offer is substantial acquisition of shares and voting rights accompanied with change in control / management of JVUL in accordance with Regulation 10 & 12 of the Regulations.

4.2  The Acquirer proposes to venture into fund based and investment related activities. The acquisition of JVUL would facilitate such motive as it is already engaged in these activities. By virtue of this acquisition, the Acquirer will get majority shareholding entitling it to exercise management control over the Target Company.

4.3  The Acquirer does not have any plans to dispose off or otherwise encumber any assets of JVUL in the next two years except in the ordinary course of business of JVUL.

4.4  The Acquirer shall not sell, dispose of or otherwise encumber any substantial assets of JVUL except with the prior approval of the shareholders.

5      STATUTORY APPROVALS/ OTHER APPROVALS REQUIRED FOR THE OFFER:

5.1  As on the date of this PA, to the best of the knowledge of the Acquirer, there are no statutory approvals required for this Offer. The Offer shall be subject to all statutory approvals that may become applicable prior to completion of the Offer.

5.2  The Offer is subject to receiving the necessary approval(s), if any, from Reserve Bank of India, under the Foreign Exchange Management Act, 1999 and subsequent amendments thereto, for acquiring shares tendered by non-resident shareholders, if any.

5.3  In case of delay in receipt of statutory approvals, SEBI has the power to grant extension of time to the Acquirer for payment of consideration to shareholders, subject to the Acquirer agreeing to pay interest as directed by SEBI in terms of Regulation 22(12) of the Regulations. Further, if the delay occurs on account of wilful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of the Regulations will also become applicable.

5.4  No approval is required to be obtained from Banks / Financial Institutions for the Offer.

6      DELISTING OPTION TO THE ACQUIRER IN TERMS OF REGULATION 21(3):

6.1 If, pursuant to this Offer and any acquisition of shares by the Acquirer from the open market or through negotiations or otherwise made in compliance with the SEBI (SAST) Regulations 1997, the public shareholding is reduced to 10% or less of the paid up and voting share capital of JVUL, then in accordance with Regulation 21(3) of the Regulations, the Acquirer will make an Offer to acquire the outstanding shares remaining with the public shareholders in accordance with the Securities Exchange Board of India (Delisting of Securities) - Guidelines 2003.

7      FINANCIAL ARRANGEMENTS:

7.1  The Acquirer has adequate financial resources and has made firm financial arrangement for the implementation of the Offer in full out of their own sources / net worth and no borrowings from Banks/ FIs or Foreign sources is envisaged. Mr. A. Deb (Membership No. 51845), partner of ABR & Co. Chartered Accountants having their office at 7, Camac Street, 2^nd Floor, Kolkata-700 017 has certified vide their certificate dated 23^rd April 2003 that sufficient resources are available with the Acquirer for fulfilling the obligations under this “Offer” in full.

7.2  The total fund requirement for the Offer is Rs.5,47,800/- (Rupees Five Lacs Forty Seven Thousands Eight Hundred Only). In accordance with Regulation 28 of the Regulations, the Acquirer have opened an Escrow account in the name and style of “ JVUL Open Offer Escrow Account” with The Federal Bank Limited, Clive Row Branch, Kolkata – 700 001 in the form of a fixed deposit of Rs.1,36,950/- (Rupees One lac thirty six thousand and nine hundred fifty only.) being 25% of the total consideration payable to shareholders under the Offer.

7.3  The Manager to the Offer, Microsec India Limited has been duly authorised by the Acquirer to operate & realize the value of Escrow Account in terms of the Regulations.

7.4  The Manager to the Offer confirms that the firm arrangement for the funds and money for payment through verifiable means are in place to fulfil the Offer obligations.

8      OTHER TERMS OF THE OFFER:

8.1  The Letter of Offer ("LO") together with Form of Acceptance cum Acknowledgement shall be mailed to those equity shareholders of JVUL (other than the shareholders who are parties to the agreement) whose names appear on the Register of Members of JVUL at the close of business hours on April 30, 2003 Wednesday (“Specified Date”). The LO along with Form of Acceptance (“FoA”) and Form of Withdrawal (“FoW”) would also be available at SEBI Website: www.sebi.gov.in from the date on which Offer opens. Eligible persons to the Offer may download these forms for their use.

8.2  Shareholders who wish to accept the offer and tender their shares, will be required to send their (i) duly signed  (“FoA”), (ii) original share certificate(s), (iii) duly signed and executed transfer deed(s) and other documents to the Registrar to the Offer, in accordance with the instructions specified in the LO. The address of the Registrar to the Offer is as under:

S K Computers, 34/1A Sudhir Chatterjee Street, Kolkata – 700 006, Tel (033) 2219-4815/6797, Fax: (033) 2219-4815, E-mail: agarwalskc@rediffmail.com. Contact Person: Mr. Dilip Bhattacharya

8.3  All owners (registered or unregistered) of the shares of JVUL (except parties to the agreement) are eligible to participate in the Offer. Unregistered shareholders / Owner of shares who have sent shares for transfer can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of shares held, No. of shares Offered, Distinctive Nos., Folio No., together with original share certificate(s), duly signed and executed share transfer deed(s) and the original contract notes issued by the broker through whom they have acquired their shares. No indemnity is required from unregistered shareholders.

8.4  In case of non-receipt of  LO, the eligible persons may send their consent, to the Registrar to the Offer, on a plain paper stating the Name & address of the first holder, Name(s) & address(s) of joint holders(s) if any, Regd. Folio No., Share Certificate No., Distinctive Nos., No of Shares offered along with documents as mentioned above so as to reach the Registrar to the Offer on or before the closure of the Offer i.e. July 17, 2003.

8.5  In case the shares tendered in the Offer by the shareholders of JVUL are more than the shares to be acquired under the Offer, the acquisition of the shares from each shareholder will be as per the provision of Regulation 21(6) of the Regulations on a proportionate basis.

8.6  The Registrar will hold in trust the share certificates, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of JVUL who have accepted the Offer, till the cheques / drafts for the consideration and / or the unaccepted shares / share certificates are despatched / returned.

8.7  The consideration for the shares accepted by the Acquirer will be paid by crossed account payee cheques/ demand drafts. Such payments and documents in case of unaccepted shares will be returned by registered post/ speed post at the shareholders / unregistered owners' sole risk. Communication of acceptance / rejection and the payment of consideration for the accepted shares will be made by the Acquirer in cash through cheque/ demand draft to the shareholders of accepted shares within 30 days from the date of the closure of the Offer.

8.8  The Acquirer undertakes to pay interest pursuant to Regulation 22(12) to the shareholders for the delay, if any, in payment of consideration.

8.9  The marketable lot of JVUL is 50 equity shares.

8.10              A schedule of some of the major activities in respect of the Offer is given below: 

9      GENERAL:

9.1  “Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, can withdraw the same upto three working days prior to the date of Closure of the Offer i.e. July 14, 2003 by filling the withdrawal form attached along with the Letter of Offer. The withdrawal form is also available on the SEBI website (www. sebi.gov.in) ”.

9.2  If there is any upward revision in the Offer Price upto seven working days prior to the closure of the Offer i.e. July 08, 2003 or withdrawal of the Offer, the same would be informed by way of PA in the same newspapers where this PA appears and the revised Price would be payable to all the shareholders who have tendered their shares any time during the Offer.

9.3  “If there is a competitive bid:

a.  The public offers under all the subsisting bids shall close on the same day.

b. As the Offer price can not be revised during 7 working days prior to the closing date of the Offers / bids, it would therefore be in the interest of shareholders to wait till the commencement of that period to know the final Offer price of each bid and tender their acceptance accordingly.”

9.4  The Acquirer, the Sellers and the Target Company have not been prohibited by SEBI from dealing in securities, in terms of the direction issued u/s 11B of the SEBI Act or under any other regulations made under the SEBI Act.

9.5  Pursuant to Regulation 13 of the Regulations, the Acquirer have appointed Microsec India Limited, Kolkata, as the Manager to the Offer.

9.6  S. K. Computers having office at 34/1A Sudhir Chatterjee Street Kolkata – 700 006, Tel (033) 2219-4815/6797, Fax: (033) 2219-4815, E-mail: agarwalsk@rediffmail.com is the Registrar to the Offer. Contact Person: Mr Dilip Bhattacharya

9.7  The Acquirer accepts full responsibility for the information contained in this Public Announcement and also for its obligations as laid down in the SEBI (SAST) Regulations 1997.

9.8  This PA will be available on SEBI's website at http:// www.sebi.gov.in./ Eligible persons to the Offer may also download a copy of the LO along with FoA and FoW which will also be available on the SEBI's website from the Offer opening date i.e. June 17, 2003 and apply in the same.

9.9  For further details, please refer to the LO & Acceptance Form. 

On behalf of Jai Balaji Exim Corporation of 5, Bentinck Street, Kolkata – 700 001.

Place: Kolkata  Date: 28^th April 2003