LETTER OF OFFER

"This Document is important and requires your immediate attention."

This Letter of Offer ("LOO") is sent to you as a shareholder of AHMEDNAGAR FORGINGS LIMITED ("AFL"). If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or the Manager / Registrar to the Offer. In case you have recently sold your shares in the Company, please hand over this LOO and the accompanying Form of Acceptance cum Acknowledgement and Withdrawal ("FOA") & Transfer Deed ("TD") to the Member of Stock Exchange through whom the said sale was effected.

1. Details of the proposed Offer

   1. The Public Announcement dated 15^th October, 2002 was made in the following newspapers all on 15^th October, 2002, in accordance with Regulation 15 of the SEBI (SAST) Regulations, 1997:

      Publication	Edition
      Business Standard (English National Daily)	All Editions
      Vir Arjun (Hindi National Daily)	Delhi
      Kesari (Marathi Daily)	Pune
      Tarun Bharat (Marathi Daily)	Mumbai

      The Public announcement is also available on the SEBI website at www.sebi.gov.in.

   2. AAL is making this Open Offer to acquire up to 16,00,000 fully paid-up Equity Shares of Rs.10/- each representing 20% of the voting capital of AFL from its existing shareholders at a price of Rs. 34.50 (Rupees Thirty-four and Paise Fifty only) per equity share ("Offer Price") payable in cash.

   3. AFL does not have any partly paid equity share.

   4. There is no differential pricing, in accordance with explanation (iii) to Regulation 20(11).

   5. This Offer is not a competitive offer.

   6. This is not a conditional Offer and this offer is not subject to any minimum level of acceptance.

   7. The Acquirer has not acquired any shares of AFL after the date of PA and up to the date of this LOO.

2. Object of the Acquisition / Offer

   1. The Acquisition is for substantial acquisition of shares and voting rights accompanied with change in control / management.

   2. AAL, who is already into auto ancillary business especially machined auto parts, intends to source ferrous forgings from AFL for itself, thereby increasing the capacity utilization of AFL. This acquisition would also provide AAL an opportunity to establish manufacturing presence in Western India, which has a number of auto companies, which are being catered to by AFL as an OEM. With this mind, AAL has acquired 11,83,790 shares representing 14.80% of the Voting rights of the AFL from the promoter, their friends and associates and further, they have also entered into a MoU with the promoters of the target company to purchase another 24,57,660 equity shares representing 30.72% of the Voting Capital of the AFL and acquire Management control. The acquirer is now making an Open Offer with the objective of Substantial acquisition of shares and voting rights accompanied with change in control / management and to comply with SEBI (SAST) Regulations, 1997.

3. BACKGROUND OF THE ACQUIRER – AMTEK AUTO LIMITED

   1. Information about the Acquirer Company

      1. Amtek Auto Limited (AAL), is a company incorporated under the Companies Act, 1956, having its Registered Office at Plot No # 16, Industrial Estate, Rozka-Meo (Sohna), Distt. Gurgaon (Haryana) and Corporate Office at 4, Bhanot Apartments, Local Shopping Centre, Pushp Vihar, New Delhi – 110 062.

      2. There are no persons acting in concert/ deemed to be acting in concert with AAL for the purpose of this acquisition.

      3. AAL has not entered into any agreement with anyone in this regard.

      4. Amtek Auto Limited was originally incorporated under the Companies Act, 1956 in the name and style of A. M. Metal Cast Limited on 3^rd October, 1985 and subsequently, changed its name to its present name - Amtek Auto Limited on 12^th November, 1987. A brief history and major areas of operations of the company are as follows :

         AAL is engaged in manufacturer of connecting rods assemblies and other engine components. AAL is one of the largest manufacturer of Connecting Rod Assemblies in the country and OEM supplier of connecting rod assemblies to Maruti Udyog Limited (MUL). AAL has facilities for the manufacture of connecting rod assemblies (2 wheelers & 4 wheelers), knuckles, gear pinion etc. at Gurgaon and Sohna, Haryana and a forging unit at Gurgaon. The company has a unit near Bangalore to manufacture engine assemblies including pinion assemblies, connecting rod assemblies, knuckles and sheet metal components. AAL has a technical collaboration agreement with Aizen Company Ltd., Japan, which is a leading manufacturer of connecting rod assemblies in the world. AAL also supplies connecting rods to Maruti Udyog Ltd, Eicher Ltd. (for Tractors), New Holland Tractors Ltd., John Deere, Hero Honda Motors, LML, Escorts Ltd. etc.

      5. AAL is the flagship company of the Amtek group, promoted by Mr. Arvind Dham. Mr. Dham, B.Arch from Punjab University, Chandigarh and M Arch from State University of New York (SUNY), Buffalo, USA, has fifteen years of work experience in Auto Ancillary business.

      6. The applicable provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 has been complied with by the Acquirer.

      7. The shareholding pattern of AAL as on 14^th October, 2002 is as under

         Sl. No.	Shareholder’s Category	No. of Shares held	% of Shares held
         1.	Promoters	52,27,440	67.47%
         2.	FIIs / Mutual Funds / FIs / Bank	2,90,640	3.75%
         3.	Public	22,29,373	28.78%
         	TOTAL	77,47,453	100.00%

         Total Paid up capital is Rs. 774.74 Lacs as on the date of this LOO.

      8. The names and addresses of the Directors on the Board of Directors of AAL is as under :

         Name	Address
         Mr. Arvind Dham	B – 7, Geetanjali Enclave, New Delhi – 110 017.
         Mrs. Anita Dham	B – 7, Geetanjali Enclave, New Delhi – 110 017.
         Mr. J. S. Pal	203, Badrinath, Plot No. 1, Shivpuri Complex, Sion, Trombay Road, Chembur, Mumbai – 400 071.
         Mr. Rajiv Thakur	D – 137, Defence Colony, New Delhi – 110 024
         Mr. Sanjay Chhabra	S – 183, Panchshila Park, New Delhi – 110 016
         Mr. B. Lugani	11, Commercial Complex, Gulmohar Enclave, New Delhi – 110 049.
         Mr. D. S. Malik	573, Sector – 29, NOIDA – 201 303 (U.P.)

         None of the above directors are on the Board of AFL.

      9. The shares of AAL are listed on Stock Exchange(s) at Delhi (Regional), Ludhiana, Chennai, Mumbai & is also traded under the permitted category on NSE.

      10. The total paid up capital of AAL as on the date of PA comprises 77,47,453 Equity Shares of Rs.10/- each fully paid-up. The market price of AAL was Rs. 395.05 as on 10^th October, 2002 on BSE (Source: The Economic Times dated 11^th October, 2002).

      11. The brief audited financial details indicated at 3.1.12 below has been disclosed after making the following adjustments in the audited financial statements wherever quantification is possible :

          1. There was no adjustments / rectification for incorrect accounting policies or failures to make provisions or other adjustments, which has resulted in audit qualifications.

          2. There was no material amounts relating to adjustments for last three years, which can be identified and adjusted in arriving at profits of the years to which they relate.

          3. There has been no change in accounting policy during the last three years.

          4. The statement of profit or loss has been computed after considering extraordinary items.

          5. The statement of assets and liabilities has been prepared after deducting the balance outstanding on revaluation reserve account from both fixed assets and reserves and the net worth has been arrived at after such deduction.

      12. Brief audited financial details of AAL :  

          (Amount Rs. In Lacs)

          Profit & Loss Statement	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year Ended 31st March 2002 (Audited)	Year Ended 31st March 2001 (Audited)	Year Ended 31st March 2000 (Audited)
          Income from operations	7,133.00	22,091.83	13,861.47	8,887.84
          Other Income	74.00	224.87	163.63	113.93
          Total Income	7,207.00	22,316.70	14,025.10	9,001.77
          Total Expenditure.	5,388.00	16,423.20	9,770.60	6,428.63
          Profit Before Depreciation, Interest and Tax	1,819.00	5,893.50	4,254.50	2,573.14
          Depreciation	588.00	1,815.30	1,213.80	822.48
          Interest	483.00	1,589.70	1,279.60	754.25
          Profit Before Tax	748.00	2,488.50	1,761.10	996.41
          Provision for Tax	59.00	187.60	146.50	91.00
          Profit After Tax	689.00	2,300.90	1,614.60	905.41
          Provision for Deferred Tax	N.A.	682.60	0.00	0.00
          Profit after Deferred Tax	N.A.	1,618.30	N.A.	N.A.

          Balance Sheet Statement	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year Ended 31st March 2002 (Audited)	Year Ended 31st March 2001 (Audited)	Year Ended 31st March 2000 (Audited)
          Sources of funds
          Paid up Equity Share Capital	774.75	774.70	697.52	627.52
          Advance against Share Application	1,000.00	0.00	100.00	2,044.85
          Preference Share Capital	2,805.80	1,805.80	975.00	525.00
          Reserves & Surplus (Excluding Revaluation Reserves)	14,406.60	13,717.60	8,853.64	5,553.89
          Shareholders funds	18,987.15	16,298.10	10,626.16	8,751.26
          Secured loans	10,793.25	9,539.80	7,050.14	6,060.93
          Unsecured loans	3,389.72	3,375.70	517.30	595.71
          Total	33,170.12	29,213.60	18,193.60	15,407.90
          Uses of funds
          Net fixed assets	20,909.76	19,727.10	14,260.33	12,381.55
          Investments	3,205.70	2,867.70	465.73	480.30
          Net current assets	8,923.15	6,493.20	3,316.40	2,461.95
          Total miscellaneous expenditure not written off	131.51	125.60	151.14	84.10
          Total	33,170.12	29,213.60	18,193.60	15,407.90

           

          Other Financial Data	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year Ended 31st March 2002 (Audited)	Year Ended 31st March 2001 (Audited)	Year Ended 31st March 2000 (Audited)
          Dividend (%)	N.A.	20%	20%	20%
          Earning Per Share (Rs.)	8.89	26.92	21.52	13.25
          Net Worth	15,049.84	14,366.70	9,400.25	6,097.31
          Return on Networth (%)	18.32*	15.87	15.97	13.64
          Book Value Per Share (Rs.)	194.27	185.44	134.73	97.17

          * annualised

          Note : The Board of AAL at its meeting held on 3^rd August, 2002 has recommended issue of Bonus Shares in the ratio of 1 share for every share held. The same has been ratified by the Shareholders at the Annual General Meeting held on 30^th September, 2002.

      13. There are no Person(s) Acting in Concert (PACs). The details of other group companies of Amtek Group are as under :

3. Disclosure in terms of Regulation 16(ix)

1. The Acquisition is for substantial acquisition of shares and voting rights accompanied with change in control / management.

2. AAL, who is already into auto ancillary business especially machined auto parts, intends to source ferrous forgings from AFL for itself, thereby increasing the capacity utilization of AFL. This acquisition would also provide AAL an opportunity to establish manufacturing presence in Western India, which has a number of auto companies, which are being catered to by AFL as an OEM. With this mind, AAL has acquired 11,83,790 shares representing 14.80% of the Voting rights of the AFL from the promoter, their friends and associates and further, they have also entered into a MoU with the promoters of the target company to purchase another 24,57,660 equity shares representing 30.72% of the Voting Capital of the AFL and acquire Management control. The acquirer is now making an Open Offer with the objective of Substantial acquisition of shares and voting rights accompanied with change in control / management and to comply with SEBI (SAST) Regulations, 1997.

   AAL does not have any plans to dispose of or otherwise encumber any assets of AFL in the next two years, except in the ordinary course of business of AFL and except to the extent required for purpose of restructuring and/ or rationalisation of assets, investment, liabilities or otherwise of AFL.

3. AAL plans to increase the capacity utilization of AFL by sourcing ferrous forgings from AFL for itself.

4. The Acquirer undertakes that they shall not sell, dispose of or otherwise encumber any substantial asset of the AFL except, with the prior approval of the shareholders of AFL.

3. Option in terms of Regulation 21(3), if applicable

   As consequent to the Offer, public shareholding will not fall below 10%, the provisions of Regulation 21(3) of the SEBI (SAST) Regulations, 1997 containing the provisions relating to delisting option are not applicable.

4. BACKGROUND OF THE TARGET COMPANY – AHMEDNAGAR FORGINGS LIMITED

   1. AFL, incorporated on March 21, 1977 as Ahmednagar Forgings Limited under the Companies Act, 1956, is having its registered office at AFL House, 347-A, Off Dhole Patil Road, Pune – 411 001 (Maharashtra). AFL is a leading manufacturer of forged parts, machined parts, cold forged parts and high tensile fastners. Ahmednagar Forgings Ltd. (AFL) has four plants; two of them are located at Ahmednagar, Maharashtra and the other two at separate locations, Chakan and Kuruli near Pune. The forgings are supplied in forged as well as after a variety of heat treatments. It has specialized in supply of machined parts such as Rear Axle Shafts and Crown & Pinion gears One of its plants at Ahmednagar also manufactures High Tensile Fastners and Cold formed components.

   2. Share Capital Structure of AFL :

      Paid up Equity Shares of Target company	No. of Shares/ voting rights	% of shares/voting rights
      Fully paid up equity shares	80,00,000	100%
      Partly paid up equity shares	NIL	NIL
      Total paid up equity shares	80.00.000	100%
      Total voting rights in Target company	80,00,000	100%
      Source: Annual Report of AFL for the Year ended 31st March, 2002

   3. There are no outstanding convertible instruments (warrants / FCDs / PCDs) and there are no partly paid-up shares.

   4. The applicable provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, has been complied with by the Acquirer, Sellers, Promoters & other major shareholders within the time specified in the Regulations. The compliance details of the Target Company are given below :

      Sl. No.	Regulation/ Sub- regulation	Due Date for compliance as mentioned in the regulation	Actual date of compliance	Delay, if any (in no. of days) Col. 4- Col. 3	Remarks
      1	2	3	4	5	6
      1	6(2)	20.05.1997	24.10.2002	1983	*
      2	6(4)	20.05.1997	24.10.2002	1983	*
      3	8(3)	30.04.1998	24.10.2002	1638	*
      4	8(3)	30.04.1999	24.10.2002	1273	*
      5	8(3)	30.04.2000	24.10.2002	907	*
      6	8(3)	30.04.2001	24.10.2002	542	*
      7	8(3)	30.04.2002	12.04.2002	NIL
      8	7(3)	17.10.2002	11.10.2002	NIL

      * The Target Company has made the above disclosures to Pune Stock Exchange (Regional Stock Exchange) and ASE, BSE & NSE, on 24/10/2002 under SEBI Regularisation Scheme, 2002. After submission of the above, AFL has complied with Chapter II of SEBI (SAST) Regulations, 1997

   5. The Target Company has complied with the listing requirements and no penal action has been initiated/ taken by any stock exchange, as per information available from AFL.

   6. The Present composition of the Board of Directors ("BoD") as on the date of public announcement is as under :

      Sr. No.	Name & Address	Position
      1.	Mr. U. V. Patel	Chairman & Managing Director
      2.	Mr. J. S. Mody	Joint Managing Director
      3.	Mr. R. L. Soni	Director on the Board
      4.	Mr. M. K. Patel	Director on the Board
      5.	Mr. H. V. Amin	Director on the Board
      6.	Mr. R. P. Gokhale	Nominee Director on the Board (ICICI)

      None of the above Directors represent the Acquirer.

   7. There has been no merger / demerger / spin off during the last three years involving AFL. There has been no change in the name of AFL since the date of listing.

   8. Brief financial details of AFL for a period of last three years :

      (Amount Rs. in Lacs)

      Profit & Loss Statement	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year ended 31st March 2002 (Audited)	Year ended 31st March 2001 (Audited)	Year ended 31st March 2000 (Audited)
      Income from operations	2,211.73	8,449.26	8,115.51	10,599.09
      Other Income	6.54	27.83	68.97	63.71
      Total Income	2,218.27	8,477.09	8,184.48	10,662.80
      Total Expenditure	1,999.05	7,677.86	7,533.27	9,195.33
      Profit Before Depreciation, Interest and Tax	219.22	799.23	651.21	1,467.47
      Depreciation	118.47	473.30	511.27	600.67
      Interest	89.41	403.84	545.17	715.66
      Profit Before Tax & extra-ordinary item	11.34	(77.91)	(405.23)	151.14
      Extra-ordinary Item	-	-	257.74	-
      Provision for Tax	-	1.77	0	13.63
      Profit After Tax	11.34	(79.68)	(662.97)	137.51

       

       

      Balance Sheet Statement	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year Ended 31st March 2002 (Audited)	Year Ended 31st March 2001 (Audited)	Year Ended 31st March 2000 (Audited)
      Sources of funds
      Paid-up Share Capital	800.00	800.00	800.00	800.00
      Reserves and Surplus (excluding revaluation reserves)	2,930.02	2,918.68	2,998.37	3,661.35
      Shareholders Fund	3,730.02	3,718.68	3,798.37	4,461.35
      Secured loans	2,916.23	2,924.09	3,332.89	4,267.05
      Unsecured loans	1,773.19	1,739.49	1,741.45	1,576.83
      Total	8,419.44	8,382.26	8,872.71	10,305.23
      Uses of funds
      Net fixed assets	4,322.30	4,369.15	4,688.15	5,136.78
      Investments	249.91	249.91	246.04	333.69
      Net current assets	3,837.59	3,752.19	3,922.00	4,807.53
      Total miscellaneous expenditure not written off	9.64	11.01	16.52	27.23
      Total	8,419.44	8,382.26	8,872.71	10,305.23

       

       

      Other Financial Data	For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year ended 31st March 2002 (Audited)	Year ended 31st March 2001 (Audited)	Year ended 31st March 2000 (Audited)
      Dividend (%)	-	NIL	NIL	NIL
      Earning Per Share (Rs.)	0.14	-	-	1.72
      Networth (Shareholders Fund – Miscellaneous Expenditure not written off) (Rs in Lacs)	3720.38	3707.67	3781.85	4434.12
      Return on Networth (%)	0.30	-	-	3.10
      Book Value Per Share (Rs.)	46.50	46.35	47.27	55.43

      Price Earning Ratio (P/E) : 60.53 on the Offer Price, after annualising EPS for the period 01/04/2002 to 30/06/2002.

   9. Pre and Post- Offer Shareholding pattern of the target company as on the date of the LOO is given below :

   Shareholders Category		Shareholding & voting rights prior to the offer (A)		Shares / Voting rights agreed to be acquired which triggered off the Regulations (B)		Shares / voting rights to be acquired in Open Offer (Assuming full acceptances) (C) *		Shareholding / voting rights after the offer i.e. (A)+(B)+(C)= (D) *
   Sr. No.		No.	%	No.	%	No.	%	No.	%
   1>	Promoter Group
   (a)	Parties to the agreement, if any	27,75,508	34.69	(24,57,660)	30.72	-	-	3,17,848	3.97
   (b)	Promoters other than (a) above	1,55,577	1.95	-	-	-	-	1,55,577	1.95
   	Total (1) (a+b)	29,31,085	36.64	(24,57,660)	30.72	-	-	4,73,425	5.92
   2>	Acquirers
   (a)	Main Acquirer	11,83,790	14.80	24,57,660	30.72	16,00,000	20.00	52,41,450	65.52
   (b)	PACs	N.A.
   	Total (2) (a+b)	11,83,790	14.80	24,57,660	30.72	16,00,000	20.00	52,41,450	65.52
   3>	Parties to agreement other than 1(a) & 2	-	-	-	-	-	-	-	-
   4>	Public (other than 1, 2 & 3)
   (a)	FIs/ MFs/ FIIs/ Banks, SFIs	5,84,558	7.31	-	-	(16,00,000)	(20.00)	22,85,125	28.56
   (b)	Others	33,00,567	41.25	-	-
   	Total (4) (a+b)	38,85,125	48.56	-	-	(16,00,000)	(20.00)	22,85,125	28.56
   Grand Total (1+2+3+4)		80,00,000	100.00					80,00,000	100.00

   Notes: 1> The actual position may differ depending on the response received in the Open Offer.

   2> AAL has not purchased any shares after the PA till the date of the LOO.

   3> AFL has 6281 number of shareholders in the public category.

   4> The details of institutional holding are given below

   FIs/ MFs/ FIIs/ Banks, SFIs	No. of Share held	Percentage
   Life Insurance Co. of India Ltd.	2,50,700	3.13
   United India Insurance Co. Ltd.	15,200	0.19
   New India Insurance Co. Ltd.	2,000	0.03
   Bank of India	500	0.01
   SICOM Limited	3,10,358	3.88
   Morgan Stanley	3,900	0.05
   Canbank Mutual Fund	1,600	0.02
   Standard Chartered Bank	100	0.00
   Bank of America	200	0.00
   Total	5,84,558	7.31

5. OFFER PRICE AND FINANCIAL ARRANGEMENTS

   1. Justification of Offer Price

      1. The shares of AFL are listed on PSE, BSE, ASE & NSE.

      2. The annualized trading turnover during the preceding 6 calendar months ending 30^th September, 2002 prior to the month in which the P.A. is made in each stock exchange is as under :

         Name of stock exchange(s)	Total No. of shares traded during the 6 calendar months prior to the month in which PA was made	Total No. of listed Shares	Annualized Trading turnover (in terms of % to total listed shares)
         PSE	NIL	80,00,000	NIL
         NSE	7,42,772	80,00,000	18.57
         BSE	3,80,658	80,00,000	9.52
         ASE	NIL	80,00,000	NIL
         Source: Respective Stock Exchanges

         Based on the above information, the Equity Shares of the Target Company are frequently traded on NSE and BSE and infrequently traded on PSE and ASE within the meaning of Regulation 20(5) of the SEBI (SAST) Regulations, 1997.

      3. The shares of the Target Company are deemed to be most frequently traded on NSE in terms of Regulations and the Offer Price is highest of the following prices:

         1.	Negotiated price paid for 24,57,660 shares acquired under the MoU entered into on 10th October, 2002 in terms of Regulation 20(4)(a)	Rs 34.50
         2.	Highest price paid by AAL for 11,83,790 shares purchased on spot delivery basis during the 26-week period prior to the date of PA in terms of Regulation 20(4)(b)	Rs 34.50
         3.	The average of weekly high and low of the closing prices of the shares of AFL as quoted on NSE, where the shares are most frequently traded during the 26-week period preceding the date of PA	Rs 13.90
         4.	The average of daily high and low prices of the shares of AFL as quoted on NSE, where the shares are most frequently traded during the 2-week period preceding the date of PA	Rs 19.92

      4. As per Regulations 20(4)(c), the price and volume data of AFL is given below :

         26 weeks weekly high/ low

         Week no.	Week ending	Weekly High of Closing Price (Rs.)	Weekly Low of Closing Price (Rs.)	Average (Rs.)	Volume (Number of shares)
         1	22nd April, 2002	9.00	6.00	7.50	5,233
         2	29th April, 2002	14.10	10.50	12.30	32,949
         3	6th May, 2002	14.25	13.00	13.63	27,704
         4	13th May, 2002	12.70	10.70	11.70	25,092
         5	20th May, 2002	10.40	9.05	9.73	24,289
         6	27th May, 2002	10.45	8.30	9.38	7,853
         7	3rd June, 2002	9.70	8.75	9.23	7,699
         8	10th June, 2002	10.75	10.00	10.38	5,924
         9	17th June, 2002	12.00	10.60	11.30	26,766
         10	24th June, 2002	14.05	11.95	13.00	50,896
         11	1st July, 2002	20.20	15.10	17.65	1,32,799
         12	8th July, 2002	18.70	16.10	17.40	95,877
         13	15th July, 2002	18.25	17.30	17.78	41,629
         14	22nd July, 2002	16.60	15.15	15.88	23,102
         15	29th July, 2002	14.80	11.85	13.33	31,750
         16	5th August, 2002	13.75	12.00	12.88	32,535
         17	12th August, 2002	15.55	13.85	14.70	13,351
         18	19th August, 2002	15.30	14.20	14.75	15,730
         19	26th August, 2002	15.55	14.35	14.95	6,427
         20	2nd September, 2002	14.75	14.00	14.38	17,352
         21	9th September, 2002	14.05	13.50	13.78	17,730
         22	16th September, 2002	16.50	12.85	14.68	42,863
         23	23rd September, 2002	17.00	15.45	16.23	34,555
         24	30th September, 2002	16.35	15.80	16.08	20,582
         25	7th October, 2002	17.25	16.30	16.78	49.703
         26	14th October, 2002	25.30	19.00	22.15	1,78.429
         Source : www.nseindia.com

         2 weeks daily high/ low

         Day No.	Dates	Daily High Price (Rs.)		Daily Low Price (Rs.)	Average (Rs.)	Volume (Number of shares)
         1	1st October, 2002	17.00		16.30	16.65	5,820
         2	2nd October, 2002		Holiday
         3	3rd October, 2002	16.95		16.40	16.68	15,838
         4	4th October, 2002	18.00		16.25	17.13	8,646
         5	5th October, 2002	Saturday
         6	6th October, 2002	Sunday
         7	7th October, 2002	17.75		15.25	16.50	19,399
         8	8th October, 2002	19.00		17.25	18.13	19,349
         9	9th October, 2002	20.90		20.25	20.58	8,450
         10	10th October, 2002	23.00		20.70	21.85	55,211
         11	11th October, 2002	25.30		25.20	25.25	14,919
         12	Saturday
         13	Sunday
         14	14th October, 2002	27.85		25.25	26.55	80,500
         Source : www.nseindia.com

      5. As the shares of AFL are infrequently traded on PSE & ASE, the required disclosures in accordance with Regulation 20(5) of the SEBI (SAST) Regulations are as follows

         1.	Negotiated price paid for 24,57,660 shares acquired under the MoU entered into on 10th October, 2002 in terms of Regulation 20(4)(a)		Rs 34.50
         2.	Highest price paid by AAL for 11,83,790 shares purchased on spot delivery basis during the 26-week period prior to the date of PA in terms of Regulation 20(4)(b)		Rs 34.50
         3.	Other Parameters :
         		For the period from 1-4-2002 to 30-6-2002 (Unaudited)	Year ended 31st March 2002 (Audited)
         	Return on Networth (%)	0.30	-
         	Book Value per share (Rs)	46.50	46.35
         	Earning Per Share (Rs) (on annualised basis)	0.57	-
         	Price Earning Ratio (based on the Offer Price)	60.53	-
         	Industry P/E Ratio		9.9

         Source : www.capitalmarket.com

      6. There is no non-compete fee payable to any person.

      7. In terms of Regulation 20(11), the Offer Price of Rs. 34.50 per share is justified as it is the highest of the following :

1. Financial arrangements

   1. The total amount of funds required to make the payment of consideration for the shares tendered during the Open Offer (assuming full acceptances) at the Offer Price of Rs. 34.50/- (Rupees Thirty-four and Paise Fifty Only) per fully paid-up equity share would be Rs. 552 Lacs (Rupees Five Hundred Fifty-two Lacs Only). The Offer is not subject to any differential pricing.

   2. In accordance with Regulation 28(2) of the SEBI (SAST) Regulations 1997, AAL has deposited an amount of Rs. 138 Lacs (Rupees One Hundred Thirty-eight Lacs only) by way of cash, representing 25% of the total consideration payable under the Open Offer assuming full acceptances.

   3. AAL has opened an Escrow Account with Corporation Bank, M-41, Connaught Circus, New Delhi – 110001 and. SMIFS Capital Markets Limited, the Manager to the Open Offer, have been duly authorised by AAL to realize the value of escrow account in terms of SEBI (SAST) Regulations, 1997.

   4. AAL has adequate and firm financial resources to fulfill the obligations under the offer. M/s Manoj Mohan & Associates, Chartered Accountants and Statutory Auditor, have certified vide their certificate dated 11^th October, 2002 that the Acquirer has sufficient resources to meet all required financial obligations under the Offer. These resources will be met from internal accrual.

   5. The name, address, date of certificate, membership number etc. of the Chartered Accountant certifying the adequacy of financial resources of acquirer for fulfilling all the obligations under the Offer are as under :

      Date of Certificate : 11^th October, 2002

      Name : M/s Manoj Mohan & Associates

      Address : V – 20, Sector 5, NOIDA – 201 301.

      Telephone / Fax Nos. : (0124) 534820

      Email : magr@123india.com

      Membership No. : 076980

   6. The Merchant Banker to the Open Offer confirms that firm arrangement for funds and money for payment are in place to fulfill the Offer obligations in accordance with SEBI (SAST) Regulations, 1997.

3. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

   1. Shareholders of AFL who wish to avail of this Offer are free to offer their shareholding in whole or in part. Shareholders should forward the documents mentioned in 8.1.1/ 8.1.2 either by hand delivery (on all working days) (between 10 a. m. to 3 p. m.) or by Registered Post on or before the close of the Offer, in accordance with the instructions specified in this LOO and in the FOA to the Registrar to the Offer M/s RCMC Share Registry (P) Limited at address mentioned below :

      Name and Address of the registrar to whom the shares should be sent including name of the contact person, telephone no., fax no. and email address etc.	Working days and timings	Mode of delivery
      RCMC Share Registry (P) Limited 1515-1st Floor, Bhisham Pitamah Marg, Kotla Mubarakpur (Near South Extn.), New Delhi – 110 003 Tel No. (011) 4692346/ 4601017 & 4649720 Fax No. (011) 4692345 Email : rcmc@theoffice.net Contact Person: Mr. P.L. Gupta	(On all working days – between 10 a. m. to 3 p. m.)	Hand Delivery  / Registered Post

       

      1. For Equity Shares held in physical form :

• Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear in the same order in which their names appear in their beneficiary account.

1. Shareholders are advised to ensure that the FOA and other relevant documents are complete in all respects, otherwise the same is liable to be rejected. In the case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account, before the closure of the Offer. The FOA of such demat shares not credited in favour of the special depository account, before the closure of the Offer will be rejected.

2. The share certificate(s), share transfer form(s) and the Form of Acceptance along with the relevant documents should be sent only to the Registrar to the Offer (Collection Centre) and not to the Manager to the Offer or the Acquirers or AFL.

3. All owners of the equity shares of AFL, registered or unregistered, are eligible to participate in the Offer. Unregistered owners including shareholders who have sent their shares for transfer / demat can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of equity shares held, No. of equity shares offered, Distinctive Nos., Folio No., together with original Share Certificate(s), valid transfer deed(s) and the original contract note issued by the broker through whom they acquired their Shares. Unregistered owners should not sign the transfer deed and the transfer deed should be valid for transfer. No indemnity is required from the unregistered owners.

4. In case of non-receipt of the Letter Of Offer, the eligible persons may send their consent, to the Registrar to the Offer, on a plain paper stating their Name, Address, No. of equity shares held, No. of equity shares offered, Distinctive Nos., Folio No., along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. 2^nd January, 2002 (Thursday) or in case of beneficial owner, they may send the application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of equity shares held, No. of equity shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e. 2^nd January, 2002 (Thursday). The eligible persons can write to the Manager to the Offer requesting for the LOO and FOA and fill up the same in accordance with the instructions given therein, so as to reach the Registrar to the Offer, on or before the close of the Offer i.e. 2^nd January, 2002 (Thursday).

5. Alternatively, the Letter of Offer and Form of Acceptance cum Acknowledgement and Withdrawal will be available on SEBI’s website : www.sebi.gov.in, from the date of opening of the Offer. The eligible persons can download the Form of Acceptance cum Acknowledgement and Withdrawal from the SEBI’s website and apply in the same.

6. In case, the number of shares offered for sale are more than the shares agreed to be acquired, the Acquirers shall accept the offers received on a proportionate basis, in consultation with the Manager to the Offer, ensuring that the basis of acceptance is decided in a fair and equitable manner. Unaccepted Share Certificate(s), transfer forms and other documents, if any, will be returned by registered post at the shareholders’ / unregistered owners’ sole risk to the sole / first shareholder. Shares held in demat form to the extent not accepted will be credited back to the beneficial owners’ depository account with the respective depository participant as per the details furnished by the beneficial owner in the FOA.

7. In case of non receipt of the statutory approval(s) within time, SEBI has a power to grant extension of time to Acquirers for payment of consideration to shareholders subject to Acquirers agreeing to pay interest as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations, 1997.

8. The Registrar to the Offer will hold in trust the Shares / Share Certificates, Shares lying in credit of the special depository account, FOA, if any, and the transfer form(s) on behalf of the shareholders of AFL who have accepted the Offer, till the cheques / drafts for the consideration and / or the unaccepted shares / share certificates are despatched / returned.

9. The payment of consideration to those shareholders whose equity share certificates and other documents are found in order and are accepted by AAL, will be through a crossed account payee Cheque / demand draft / pay order. The intimation regarding the acceptance (in part or full) or rejection of the shares and the corresponding payment for the acquired shares and/or share certificates for the rejected shares will be dispatched to the shareholders by registered post at the shareholders’ sole risk. Shares held in demat form to the extent not accepted will be credited back to the beneficial account with the respective DP as per the details furnished by the beneficial owner in the FOA.

10. All cheques/demand drafts will be drawn in the name of the first holder, in case of joint registered holders. In case of unregistered owner of the shares, payment will be made in the name of the person specified by such owner. No indemnity is required from unregistered shareholders. It is desirable that the shareholders provide bank details in the FOA, for incorporation in the cheque / demand draft.

11. The shares withdrawn by shareholders would be returned by Registered Post.

Email amtek@satyam.net.in.