THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as an equity shareholder of BSL Limited. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer / Registrar to the Offer. In case you have recently sold your Transfer Deed to the purchaser of the equity shares or member of the stock exchange through whom the said sale was effected.

CASH OFFER ("Offer") by Kolmak Chemicals Limited(“KCL”) (Regd. Office: 21-A Shakespeare Sarani Kolkata - 700017 ; Ph: 033-2477512, Fax: 033-2406476) (also referred to as “Acquirer”) *and Persons Acting in Concert (“PACs”):* Super Jupiter Courier Pvt. Ltd. (“SJCPL”) (6B, Bentick Street, 1^st Floor, Kolkata – 700001; Ph: 033-2102852, Fax: 033-2430271), Sun Biotechnology Ltd. (“SBL”) (21A, Shakespeare Sarani, Kolkata - 700019 Ph: 033-2477512, Fax: 033-2406831), Suparshwa Distributors Pvt. Ltd. (“SDPL”) (6B, Bentinck Street, Aloka House, 1^st Floor, Kolkata – 700001, Ph: 033-2430269 Fax: 033-2430271), Namokar Vinimay Pvt. Ltd. (“NVPL”) (9/12, Lal Bazar Street, 4^th Floor, Kolkata - 700017, Ph: 033-2824337 Fax: 033-2827571), Remarkable Fiscal Company Pvt. Ltd. (“RFCPL”) (101-B, Mittal Court, Nariman Point, Mumbai – 400021; Ph: 022-2829144 Fax: 022-2826812), and Pilot Consultants Ltd. (“PCL”) (13, Mahendra Road, Sushila Apartments, 3^rd Floor, Kolkata – 700025; Ph: 033-4762125 Fax: 033-4762126) For the purchase of 22,00,410 fully paid-up equity shares representing 30% of the voting capital of BSL Limited(“BSL”) (Regd. Office: 26, Industrial Area, P.B. No.17, Gandhi Nagar, Bhilwara - 311001, Rajasthan; Ph: 01482-46801, Fax: 01482-46807) at Rs. 80 (Rupees Eighty only) per fully paid-up equity share This Offer is being made pursuant to Regulations 10 and 12 and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof (“Regulations”). The Offer is conditional on minimum level of acceptance of 22,00,410 fully paid up equity shares representing 30% of the share capital of BSL (i.e. in case the number of valid equity shares tendered in terms of the Offer is less than the minimum level of acceptance, the Acquirer will not accept any equity shares tendered). The Offer is subject to the Acquirer obtaining the approval of the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999 for acquiring shares tendered by shareholders including Non-resident Indians (“NRIs”), Foreign Institutional Investors (“FIIs”) and Overseas Corporate Bodies (“OCBs”). (Refer Clause 7 of this document). The Acquirer would, after closure of the Offer, make the requisite application to RBI to obtain its approval for transfer of such shares of BSL in their favour. However, in case of non-receipt of statutory approval within time, Securities and Exchange Board of India (“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. As on the date of this letter of offer, there are no other statutory approvals required to acquire equity shares that are tendered pursuant to this Offer. If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals. No approvals are required from Financial Institutions/Banks for the Offer. Shareholders who have accepted the Offer by tendering the equity shares along with the required documents in terms of the Public Announcement (“PA”)/Letter of Offer cannot withdraw the same. The Acquirer is permitted to revise this Offer upward till November 27, 2002. In the event of such revision, announcement will be made in the newspapers as specified in Clause 2.2 of this document and same price would be payable by the Acquirer for all the shares tendered anytime during the Offer. If there is competitive bid : - The public offers under all the subsisting bids shall close on the same date. - As the offer price can not be revised during 7 working days prior to the closing date of the offers / bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly. A copy of the Letter of Offer (including Form of Acceptance-cum-Acknowledgement) is also available on SEBI’s website (www.sebi.gov.in).
	MANAGER TO THE OFFER		REGISTRAR TO THE OFFER
		SBI Capital Markets Limited 202, Maker Tower ‘E’ Cuffe Parade, Mumbai – 400 005 Phone: (022) 218 9166 Fax: (022) 218 6337 Contact Person: Ms. Sukhbir K. Dari E-mail: sukhbir.dari@sbicaps.com		Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2^nd Floor Kolkata – 700 001 Tel: (033) 2435029/2435809 Fax: (033) 2484787 Contact Person: Mr. S. Rajagopal Email: mdpl@cal.vsnl.net.in

Offer Time Table	Offer Opens on: November 7, 2002 Offer Closes on: December 6, 2002
		Original Schedule	Revised Schedule
Public Announcement (PA) Date		August 14, 2002 (Wednesday)	August 14, 2002 (Wednesday)
Specified Date		August 21, 2002 (Wednesday)	August 21, 2002 (Wednesday)
Last date by which Letter of Offer will be despatched to the shareholders		September 26, 2002 (Thursday)	November 2, 2002 (Saturday)
Offer opens on		September 30, 2002 (Monday)	November 7, 2002 (Thursday)
Last date for revising the Offer price / Number of shares		October 18, 2002 (Friday)	November 27, 2002 (Wednesday)
Offer closes on		October 29, 2002 (Tuesday)	December 6, 2002 (Friday)
Last date for competitive bid		September 4, 2002 (Wednesday)	September 4, 2002 (Wednesday)
Last date for communicating acceptances (in part or full) and mailing of consideration for the applications accepted as well as for communicating rejections of applications and despatch/credit of rejected share certificates		November 28, 2002 (Thursday)	January 4, 2003 (Saturday)

Index

Clause	Particulars	Page No.
1	Disclaimer Clause	3
2	Details of the Offer	3
3	Background of the Acquirer/Persons Acting in Concert	4
4	Background of BSL	13
5	Offer Price and Financial Arrangements	15
6	Terms and Conditions of the Offer	17
7	Procedure for Acceptance and Settlement of the Offer	18
8	Complaints/ Communications in Respect of the Offer	21
9	Documents for Inspection	24
10	Declaration by the Acquirer and PACs	24
Attached	Form of Acceptance-cum-Acknowledgement	25
Enclosed	Share Transfer Deed (for shares held in physical form)

Definitions

Acquirer/ KCL	Kolmak Chemicals Limited
BSE	The Stock Exchange, Mumbai
BSL/Target Company	BSL Limited
BVPS	Book Value per Share (calculated as Share Capital plus Reserves without excluding miscellaneous expenditure not written off)
CDSL	Central Depository Services (India) Limited
Closing Date	December 6, 2002
CSE	The Calcutta Stock Exchange Association Limited, Kolkata
DSE	The Delhi Stock Exchange Association Limited, New Delhi
EPS	Earning per Share (calculated as PAT/ No. of equity shares)
JSE	Jaipur Stock Exchange Limited, Jaipur
Manager/ Manager to the Offer	SBI Capital Markets Limited
NSDL	National Securities Depository Limited (KCL’s Depository Participant )
NSE	National Stock Exchange of India Limited, Mumbai
NVPL	Namokar Vinimay Private Limited
Offer	Cash Offer being made by the Acquirer to the shareholders of BSL
Offer Price	Rs. 80 (Eighty only) per fully paid-up equity share
P/E	Price to Earning Ratio (calculated as Share price/ EPS)
PA	Public Announcement of the Offer made by the Manager on behalf of the Acquirer on August 14, 2002
PAT	Profit After Tax
PCL	Pilot Consultants Limited
Persons Acting in Concert (PACs)	Super Jupiter Courier Pvt. Ltd., Sun Biotechnology Ltd., Suparshwa Distributors Pvt. Ltd., Namokar Vinimay Pvt. Ltd., Remarkable Fiscal Company Pvt. Ltd. and Pilot Consultants Ltd.
RBI	Reserve Bank of India
Registrar/ Registrar to the Offer	Maheshwari Datamatics Pvt. Ltd.
Regulations	SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof
RFCPL	Remarkable Fiscal Company Private Limited
RONW	Return on Net-Worth (calculated as PAT/ Net-Worth (without excluding miscellaneous expenditure not written off) and shown as %age)
SBL	Sun Biotechnology Limited
SDPL	Suparshwa Distributors Private Limited
SEBI	Securities and Exchange Board of India
Share (s)	Fully paid-up equity share
SJCPL	Super Jupiter Courier Private Limited
Specified Date	August 21, 2002

1. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF BSL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER/PACs OR BSL OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT, WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGES HIS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, SBI CAPITAL MARKETS LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED AUGUST 28, 2002 TO SEBI IN ACCORDANCE WITH THE REGULATIONS. THE FILING OF THIS LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

Any information or representations with respect to such matters not contained in this Letter of Offer or in the documents incorporated by reference in this Letter of Offer must not be relied upon as having been authorised by the Acquirer. Anyone placing reliance on any other source of information would be doing so at his/her/their own risk.

2. DETAILS OF THE OFFER

2.1 Background of the Offer

The Offer is a voluntary offer being made pursuant to Regulations 10 and 12 of the Regulations for substantial acquisition of shares of BSL accompanied by change in control and management of BSL. The Offer is open to all shareholders of BSL, other than KCL and the PACs.

The Acquirer along with the PACs hold 8,69,681 equity shares representing 11.86% of the equity share capital of BSL as on the date of this Letter of Offer, as detailed below:

S.No.	Name	No. of Shares Held	%age of Shares Held
1.	KCL	29,554	0.40%
2.	SJCPL	523,103	7.13%
3.	SBL	286,024	3.90%
4.	SDPL	NIL	-
5.	NVPL	NIL	-
6.	RFCPL	31,000	0.42%
7.	PCL	NIL	-
	Total	869,681	11.86%

Note: The %age figures may not add up to the total due to rounding off.

The above shares have been acquired through open market purchases in a period of six months preceding the date of the PA at a highest price of Rs.60.72 per Share and at an average price of Rs.40.06 per Share. Other than the aforementioned shares, the Acquirer as well as the PACs hold no shares of BSL and have not acquired any shares of BSL in the period of 12 months prior to the date of the PA.

As per the information available from the Acquirer and the PACs respectively, the Acquirer and the PACs have not been prohibited by SEBI from dealing in securities, in terms of any directions issued under Section 11B of the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) or under any other regulation under the SEBI Act.

The Acquirer proposes to change the Board of Directors of BSL on successful completion of this Offer and its representatives on the Board would be decided upon the completion of the Offer.

2.2 Details of the Offer

The PA, as per Regulation 15(1) of the Regulations, and the Corrigendum PA intimating the revised schedule were issued in the following newspapers on August 14, 2002 and November 2, 2002 respectively.

Newspaper	Language	Editions
Financial Express	English	All Editions
Business Standard	English	All Editions
Jansatta	Hindi	All Editions
Rajasthan Patrika	Hindi	Bhilwara
Apla Vartha	Marathi	Mumbai

If any upward revision is made in the Offer Price it will be announced in the above-mentioned newspapers and the same price would be payable by KCL for all the equity shares tendered at any time during the Offer.

A copy of the PA is also available on the SEBI website at www.sebi.gov.in.

Pursuant to and subject to the terms of this Letter of Offer, KCL and the PACs are making a voluntary offer to purchase 22,00,410 fully paid-up equity shares, representing 30% of the fully paid-up voting equity share capital of BSL, at a price of Rs. 80 (Rupees Eighty) per equity share, payable in cash. All eligible persons may participate in the Offer.

The Offer is conditional on minimum level of acceptance of 22,00,410 fully paid up equity shares representing 30% of the share capital of BSL (i.e. in case the number of valid equity shares tendered in terms of the Offer is less than the minimum level of acceptance, the Acquirer will not accept any equity shares tendered).

None of KCL, the PACs or the Directors of KCL or the PACs have acquired any equity shares in BSL from the date of the PA until the date of this Letter of Offer.

2.3 Object of the Acquisition

KCL intends to utilize the strength of its promoter group in the jute industry and make a foray into manufacture of fabrics. KCL has made this Offer pursuant to Regulations 10 and 12 of the Regulations for substantial acquisition of shares of BSL, and intends to acquire controlling stake in BSL. The Offer provides an opportunity to the public shareholders of BSL to make an appropriate choice under the prevailing circumstances.

3. BACKGROUND OF THE ACQUIRER / PERSONS ACTING IN CONCERT

3.1 Kolmak Chemicals Limited (“KCL”)

Kolmak Chemicals Ltd. [Regd. Office: 21-A Shakespeare Sarani Kolkata - 700017] was incorporated on September 12, 1977 under the Companies Act, 1956. It is engaged in the business of manufacture of titanium dioxide, ferrous sulphate and calcium sulphate with its plant located at Kalyani, Distt. Nadia, having a production capacity of 3,600 tpa of titanium dioxide anatase. KCL is promoted and controlled by Mr Ghanshyam Sarda and his family (“Sarda Group”), which has a joint holding of 48.98% equity shares of KCL as on the date of the PA.

The issued, subscribed and paid-up share capital of KCL as at the date of this Letter of Offer is Rs. 199.99 lakhs comprising 1,999,925 equity shares of Rs. 10/- each. There are no partly paid-up shares of KCL as on the date of the Letter of Offer. The shares of KCL are listed on CSE and had a share price of Rs.19/- as on July 17, 2002.

The shareholding pattern of KCL as on June 30, 2002 was as under:

Category	No. of shares held	% of Shareholding
Promoters	979,556	48.98%
Banks, FIs, Insurance Companies	400	0.02%
Private Corporate Bodies	505,747	25.29%
Indian Public	513,672	25.68%
NRIs/ OCBs	550	0.03%
Total	1,999,925	100.00%

With regard to BSL, KCL has complied with the applicable provisions of Chapter II of the Regulations within the time specified in the Regulations.

The Board of Directors of KCL as on the date of PA is constituted as under:

Name	Designation	Residential Address
Mr. H.K. Mohta	Managing Director	24A, Shakespeare Sarani, Kolkata – 700017
Mr. Ghanshyam Sarda	Director	10/1, Rowland Road, Kolkata – 700020
Mr. P.C. Basu	Director	372, Block ‘G’, New Alipore, Kolkata – 700053
Mr. L.N. Somani	Director	9, Lee Road, Kolkata – 700027
Mr. J.K. Acharya	Nominee Director (IIBI)	E-202, IIBI Officers’ Residential Complex, 14, Selimpure Road, Kolkata – 700031

None of the above directors is on the Board of Directors of the Target Company.

Extracts from the audited financial statements of KCL for the years ended March 31, 2002, March 31, 2001, and March 31, 2000 are as follows:

(All figures in Rs. unless specified)

Profit & Loss Account

For the period ending	31^st March 2002	31^st March 2001	31^st March 2000
Sales*	213,941,548	210,632,823	200,289,708
Other income (net)	821,742	1,412,224	1,222,402
Total Income	214,763,290	212,045,047	201,512,110
Total Expenditure	196,407,349	187,273,255	175,627,779
Profit before Interest, Depreciation and Tax	18,355,941	24,771,792	25,884,331
Depreciation	8,308,136	8,922,165	8,121,402
Interest	5,460,263	7,001,502	6,445,941
Profit Before Tax	4,587,542	8,848,125	11,316,988
Provision for Tax	2,229,566	1,825,000	2,560,000
Profit After Tax	2,357,976	7,023,125	8,756,988

*Gross sales have been adjusted with increase / decrease of stock wherever applicable in this Letter of Offer for the purpose of presentation.

Balance Sheet

As on	31^st March 2002	31^st March 2001	31^st March 2000
*Sources of funds*
Paid up share capital	19,999,250	19,999,250	19,999,250
Reserves and Surplus (excluding revaluation reserves)	59,970,943	79,631,310	76,575,224
Deferred Govt. Grants	132,784	146,962	161,140
Net-worth	80,102,977	99,777,522	96,735,614
Secured Loans	33,682,809	41,843,968	39,529,652
Unsecured Loans	16,173,214	14,688,886	6,075,666
Total	129,959,000	156,310,376	142,340,932

*Uses of funds*
Net fixed assets	102,587,930	105,431,118	103,879,478
CWIP & Capital Advances	25,998,324	24,081,006	16,845,509
Investments	2,000	2,000	2,000
Net current assets	22,867,746	26,699,590	21,364,971
Miscellaneous Expenditure not written off	-	96,662	248,974
Deferred Tax Liability	(21,497,000)	-	-
Total	129,959,000	156,310,376	142,340,932

Other Financial Data
	31^st March 2002	31^st March 2001	31^st March 2000
Dividend per Share (Rs.)	1.20	1.80	1.50
Earning Per Share (Rs.)	1.18	3.51	4.38
Return on Networth (%)	2.94%	7.04%	9.05%
Book Value Per Share (Rs.)	40.05	49.89	48.37

BACKGROUND OF PACs

3.2 Super Jupiter Courier Pvt. Ltd. (“SJCPL”)

Super Jupiter Courier Pvt. Ltd. [Regd. Office: 6B, Bentick Street, 1st Floor, Kolkata – 700 001], was incorporated on September 11, 1991 as a private limited company under the Companies Act, 1956. SJCPL is promoted and controlled by the Sarda Group. It was originally incorporated with the objective of carrying on business of public carrier/courier services, but is currently registered with RBI as an NBFC engaged in the business of investments in shares.

With regard to BSL, SJCPL has complied with the applicable provisions of Chapter II of the Regulations within the time specified in the Regulations.

The top ten shareholders of SJCPL as on the date of the PA are as under:

S. No.	Name	No. of Shares Held	%age Shares
1	Namokar Vinimay Pvt. Ltd.	1,000,000	24.03%
2	Suparshwa Distributor Pvt. Ltd.	956,400	22.98%
3	Yashdeep Trexim Pvt. Ltd.	900,000	21.63%
4	Mooldhan Advisory Systems Pvt. Ltd.	750,000	18.02%
5	Siddartha Electrotec & Trading Pvt. Ltd.	430,000	10.33%
6	Chandraprabhu Vyapar Pvt. Ltd.	24,900	0.60%
7	Goodwave Distributors Pvt. Ltd.	15,000	0.36%
8	Acme Consultant Pvt. Ltd.	12,500	0.30%
9	Pawapuri Mercantile Pvt. Ltd.	9,500	0.23%
10	Trilochan Vyapar Pvt. Ltd.	9,300	0.22%
11	Others	53,700	1.29%
	Total	4,161,300	100.00%

The Board of Directors of SJCPL as on date of the PA is constituted as under:

Name	Designation	Residential Address
Mr. Chandan Majumdar	Director	156, A.P.C. Road, Kolkata – 700 006
Mr. Chain Roop Giya	Director	3A, Shakespeare Sarani, Kolkata – 700 071
Mrs. Shanta Sarda	Director	10/1, Rowland Road, Kolkata – 700 020
Mr. Aditya Kumar Sarda	Director	10/1, Rowland Road, Kolkata – 700 020

None of the above directors is on the Board of Directors of the Target Company.

The issued, subscribed and paid-up share capital of SJCPL as at the date of this Letter of Offer is Rs.416.13 lakhs comprising 4,161,300 equity shares of Rs. 10/- each. Extracts from the audited financial statements of SJCPL for the years ended March 31, 2002, March 31, 2001, and March 31, 2000 are as follows:

(All figures in Rs. unless specified)

Profit & Loss Account

For the period ending	31^st March 2002	31^st March 2001	31^st March 2000
Revenues	19,381,366	-	-
Other income (net)	608,933	251,187	159,000
Total Income	19,990,299	251,187	159,000
Total Expenditure	19,568,102	114,374	153,094
Profit before Interest, Depreciation and Tax	422,197	136,813	5,906
Depreciation	-	-	-
Interest	225,000	16,264	-
Profit Before Tax	197,197	120,549	5,906
Provision for Tax	73,790	30,302
Profit After Tax	123,407	90,247	5,906

Balance Sheet
As on	31^st March 2002	31^st March 2001	31^st March 2000
*Sources of funds*
Paid up share capital	41,613,000	41,613,000	41,613,000
Reserves and Surplus (excluding revaluation reserves)	258,682	135,275	(9973)
Net-worth	41,871,682	41,748,275	41,603,027
Secured Loans	-	-	-
Unsecured Loans	-	-	-
Total	41,871,682	41,748,275	41,603,027
*Uses of funds*
Net fixed assets	-	-	-
CWIP & Capital Advances	-	-	-
Investments	15,505,568	10,900,746	38,415,168
Net current assets	26,300,512	30,749,429	3,057,261
Miscellaneous Expenditure not written off	65,602	98,100	130,599
Total	41,871,682	41,748,275	41,603,027

Other Financial Data
	31^st March 2002	31^st March 2001	31^st March 2000
Dividend per Share (Rs.)	-	-	-
Earning Per Share (Rs.)	0.03	0.02	0.001
Return on Networth (%)	0.29%	0.22%	0.01%
Book Value Per Share (Rs.)	10.06	10.03	10.00

3.3 Sun Biotechnology Ltd. (“SBL”)

Sun Biotechnology Ltd. [Regd. Office: Milanpur, Rehabari, Guwahati], was originally incorporated on July 29, 1994 as S.B. Agro (India) Pvt. Ltd. as a private limited company under the Companies Act, 1956. SBL became a public limited company under section 44 of the Companies Act from May 28, 1998 and subsequently changed its name to its present name Sun Biotechnology Ltd. on January 4, 2001. It is engaged in the business of export of seafoods and manufacture of jute goods. SBL was promoted by Mr. S. Ramalingam (Chartered Accountant) and Mr. S. Banerjee (MBA) with the Sarda Group being the largest shareholder as on the date of this PA. The shares of SBL are listed on the Gauhati Stock Exchange Ltd. and are not actively traded.

With regard to BSL, SBL has complied with the applicable provisions of Chapter II of the Regulations within the time specified in the Regulations.

The shareholding pattern of SBL as on June 30, 2002 was as under:

Category	No. of shares held	% of Shareholding
Promoters	2,697,400	74.92%
Banks, Fis, Insurance Companies	-	-
Private Corporate Bodies	454,600	12.63%
Indian Public	448,600	12.45%
NRIs/ OCBs	-	-
Total	3,600,600	100.00%

The Board of Directors of SBL as on the date of the PA is constituted as under:

Name	Designation	Residential Address
Mr. Shankar Ramalingam	Wholetime Director	48A, Raja Basanta Road, Kolkata – 700 029
Mr. Subhro Banerjee	Wholetime Director	456, Block ‘K’ New Alipore, Kolkata – 700 053
Dr. Alok Sen	Director	7/2-E, Jamir Lane, Kolkata – 700 019

None of the above directors is on the Board of Directors of the Target Company.

The issued, subscribed and paid-up share capital of SBL as at the date of this Letter of Offer is Rs.360.06 lakhs comprising 36,00,600 equity shares of Rs. 10/- each. Extracts from the audited financial statements of SBL for the years ended March 31, 2002, March 31, 2001, and March 31, 2000 are as follows:

(All figures in Rs. unless specified)

Profit & Loss Account
For the period ending	31^st March 2002	31^st March 2001	31^st March 2000
Net Sales	615,260,134	759,780,682	640,661,703
Other income (net)	334,872	3,663,433	118,448
Total Income	615,595,006	763,444,115	640,780,151
Total Expenditure	580,140,325	708,482,592	566,786,939
Profit before Interest, Depreciation and Tax	35,454,681	54,961,523	73,993,212
Depreciation	5,588,729	5,372,265	4,374,494
Interest	14,561,136	10,411,143	10,237,661
Profit Before Tax	15,304,816	39,178,115	59,381,057
Provision for Tax	1,901,926	2,736,000	-
Profit After Tax	13,402,890	36,442,115	59,381,057

Balance Sheet

As on	31^st March 2002	31^st March 2001	31^st March 2000
*Sources of funds*
Paid up share capital	36,006,000	36,006,000	36,006,000
Reserves and Surplus (excluding revaluation reserves)	133,422,506	130,424,902	101,918,509
Net-worth	169,428,506	166,430,902	137,924,509
Secured Loans	228,594,831	132,223,496	88,801,747
Unsecured Loans	-	-	8,303,540
Deferred Tax	2,873,877	-	-
Total	400,897,214	298,654,398	235,029,796

*Uses of funds*
Net fixed assets	40,052,641	42,265,550	37,635,126
CWIP & Capital Advances	56,456,598	1,153,557	887,595
Investments	10,503,735	2,721,915	9,994,468
Net current assets	293,879,808	252,506,727	186,503,743
Miscellaneous Expenditure not written off	4,432	6,648	8,864
Total	400,897,214	298,654,398	235,029,796

Other Financial Data
	31^st March 2002	31^st March 2001	31^st March 2000
Dividend per Share (Rs.)	2.00	2.00	2.00
Earning Per Share (Rs.)	3.72	10.12	16.49
Return on Networth (%)	7.91%	21.90%	43.05%
Book Value Per Share (Rs.)	47.06	46.22	38.31

3.4 Suparshwa Distributors Pvt. Ltd. (“SDPL”)

Suparshwa Distributors Pvt. Ltd. [Regd. Office: 6B, Bentinck Street, Aloka House, 1st Floor, Kolkata – 700 001], incorporated on January 21, 1994 as a private limited company under the Companies Act, 1956, is controlled by Sarda Group. SDPL is registered with RBI as an NBFC and is engaged in the business of investment in shares and stocks.

With regard to BSL, SDPL has complied with the applicable provisions of Chapter II of the Regulations within the time specified in the Regulations.

The top ten shareholders of SDPL as on the date of the PA are as under:

S. No.	Name	No. of Shares Held	%age Shares
1	Namokar Vinimay Pvt. Ltd.	830,000	25.92%
2	Yashdeep Trexim Pvt. Ltd.	760,000	23.74%
3	Super Jupiter Courier Pvt. Ltd.	700,000	21.86%
4	Mooldhan Advisory Systems Pvt. Ltd.	730,000	22.80%
5	Bijay Kumar Agrawal	36,000	1.12%
6	Rajendra Agrawal	22,500	0.70%
7	Sanwal Ram Choudhary	20,000	0.62%
8	Manna Lal Agrawal	20,000	0.62%
9	Prabir Mukherjee	19,100	0.60%
10	Pravin Kumar Jain	12,050	0.38%
11	Others	51,984	1.62%
	Total	3,201,634	100.00%

Note: The %age figures may not add up to the total due to rounding off.

The Board of Directors of SDPL as on the date of the PA is constituted as under:

Name	Designation	Residential Address
Mr. Suresh Kumar Jain	Director	30/6, C.I.T Road, Kolkata – 700 054
Mrs. Neeta Sarda	Director	187, Rabindra Sarani, Kolkata – 700 007
Mr. Govind Kumar Sarda	Director	187, Rabindra Sarani, Kolkata – 700 007

None of the above directors is on the Board of Directors of the Target Company.

The issued, subscribed and paid-up share capital of SDPL as at the date of this Letter of Offer is Rs.320.16 lakhs comprising 32,01,634 equity shares of Rs.10/- each. Extracts from the audited financial statements of SDPL for the years ended March 31, 2002, March 31, 2001, and March 31, 2000 are as follows:

(All figures in Rs. unless specified)

Profit & Loss Account

For the period ending	31^st March 2002	31^st March 2001	31^st March 2000
Net Sales	520,066	1,051,389	2,343,376
Other income (net)	-	297	-
Total Income	520,066	1,051,686	2,343,376
Total Expenditure	407,635	886,819	2,264,176
Profit before Interest, Depreciation and Tax	112,431	164,867	79,200
Depreciation	4,019	14,018	-
Interest	17,259	113,462	67,578
Profit Before Tax	91,153	37,387	11,622
Provision for Tax	22,509	9,522	-
Profit After Tax	68,644	27,865	11,622

Balance Sheet

As on	31^st March 2002	31^st March 2001	31^st March 2000
*Sources of funds*
Paid up share capital	32,016,340	32,016,340	32,016,340 *
Reserves and Surplus (excluding revaluation reserves)	99,135,699	99,067,054	99,039,188
Net-worth	131,152,039	131,083,394	131,055,528
Secured Loans	-	-	-
Unsecured Loans	-	-	-
Total	131,152,039	131,083,394	131,055,528

*Uses of funds*
Net fixed assets	-	30,772	-
CWIP & Capital Advances	-	-	-
Investments	17,674,800	92,055,888	190,799,788
Net current assets	113,273,663	38,705,049	(59,986,464)
Miscellaneous Expenditure not written off	203,576	291,685	242,204

Total	131,152,039	131,083,394	131,055,528

Other Financial Data
	31^st March 2002	31^st March 2001	31^st March 2000
Dividend per Share (Rs.)	-	-	-
Earning Per Share (Rs.)	0.02	0.01	0.02
Return on Networth (%)	0.05%	0.02%	0.01%
Book Value Per Share (Rs.)	40.96	40.94	40.93

*Note: Share Capital as on 31^st March 2000 includes 24,78,734 equity shares of Rs.10/- each pending allotment as fully paid-up shares pursuant to the Scheme of Amalgamation as approved by the Hon’ble High Court of Calcutta.

3.5 Namokar Vinimay Pvt. Ltd. (“NVPL”)

Namokar Vinimay Pvt. Ltd. [Regd. Office: 9/12, Lal Bazar Street, 4^th Floor, Kolkata - 700001], incorporated on March 29, 1993 as a private limited company under the Companies Act, 1956, is promoted and controlled by Sarda Group. NVPL is registered with RBI as an NBFC and is engaged in business of investment in shares and trading in jute.

With regard to BSL, NVPL has complied with the applicable provisions of Chapter II of the Regulations within the time specified in the Regulations.

The shareholders of NVPL as on the date of the PA are as under:

S. No.	Name	No. of Shares Held	%age Shares
1	Mooldhan Advisory Systems Pvt. Ltd.	584,200	21.29%
2	Yashdeep Trexim Pvt. Ltd.	577,350	21.04%
3	Suparshwa Distributor Pvt. Ltd.	566,000	20.63%
4	Super Jupiter Courier Pvt. Ltd.	400,000	14.58%
5	Prabir Mukherjee	278,050	10.13%
6	Siddartha Electrotec & Trading P. Ltd.	175,500	6.40%
7	Saroj Devi Bachhawat	66,000	2.41%
8	Apurba Mukherjee	54,000	1.97%
9	Shree Wardhaman Stock Holding P. Ltd. *	43,000	1.57%
	Total	2,744,100	100.00%

* On October 18, 2002, NVPL received these shares for transfer along with the duly executed transfer deed in favour of M/s Sukant Management Pvt. Ltd. The shares were duly transferred on October 25, 2002.

The Board of Directors of NVPL as on the date of the PA is constituted as under:

Name	Designation	Residential Address
Mr. Manoj Baid	Director	187, Rabindra Sarani, Kolkata – 700 007
Mr. Pawan Tharad	Director	3A, Shakespeare Sarani, Kolkata – 700 071
Mrs. Neeta Sarda	Director	187, Rabindra Sarani, Kolkata – 700 007
Mr. Aditya Kumar Sarda	Director	10/1, Rowland Road, Kolkata – 700 020

None of the above directors is on the Board of Directors of the Target Company.

The issued, subscribed and paid-up share capital of NVPL as at the date of this Letter of Offer is Rs.274.41 lakhs comprising 2,744,100 equity shares of Rs.10/- each. Extracts from the audited financial statements of NVPL for the years ended March 31, 2002, March 31, 2001, and March 31, 2000 are as follows:

(All figures in Rs. unless specified)

Profit & Loss Account

For the period ending	31^st March 2002	31^st March 2001	31^st March 2000
Net Sales	51,637,224	44,360,547	-
Other income (net)	301,950	301,950	381,884
Total Income	51,939,174	44,662,497	381,884
Total Expenditure	51,740,273	43,933,822	177,129
Profit before Interest, Depreciation and Tax	198,902	728,675	204,755
Depreciation	-	-	-
Interest	-	-	-
Profit Before Tax	198,902	728,675	204,755
Provision for Tax	-	207,000	-
Profit After Tax	198,902	521,675	204,755

Balance Sheet

As on	31^st March 2002	31^st March 2001	31^st March 2000
*Sources of funds*
Paid up share capital	27,441,000	27,441,000	27,441,000
Reserves and Surplus (excluding revaluation reserves)	922,351	723,449	201,774
Net-worth	28,363,351	28,164,449	27,642,774
Secured Loans	-	-	-
Unsecured Loans	-	-	-
Total	28,363,351	28,164,449	27,642,774

*Uses of funds*
Net fixed assets	-	-	-
CWIP & Capital Advances	-	-	-
Investments	12,792,330	4,762,300	762,300
Net current assets	15,563,540	23,382,342	26,848,341
Miscellaneous Expenditure not written off	7,481	19,807	32,133
Total	28,363,351	28,164,449	27,642,774

Other Financial Data
	31^st March 2002	31^st March 2001	31^st March 2000
Dividend per Share (Rs.)	-	-	-
Earning Per Share (Rs.)	0.07	0.19	0.07
Return on Networth (%)	0.70%	1.85%	0.74%
Book Value Per Share (Rs.)	10.34	10.26	10.07

3.6 Remarkable Fiscal Company Pvt. Ltd. (“RFCPL”)

Remarkable Fiscal Company Pvt. Ltd. [Regd. Office: 101-B, Mittal Court, Nariman point, Mumbai – 400 021], incorporated on August 22, 1996 as a private limited company under the Companies Act, 1956, is promoted, controlled and fully owned by Mr. Kailash Agarwal and family. It is engaged in the business of property and investment in shares.

With regard to BSL, RFCPL has complied with the applicable provisions of Chapter II of the Regulations within the time specified in the Regulations.

The shareholders of RFCPL as on the date of the PA are as under:

S. No.	Name	No. of Shares Held	%age Shares
1	Mr. Kailash K. Agarwal	70	58.33%
2	Mrs. Hansa K. Agarwal	50	41.67%
	Total	120	100.00%

The Board of Directors of RFCPL as on the date of the PA is constituted as under:

Name	Designation	Residential Address
Mrs. Hansa K. Agarwal	Director	201 – A, Sky Scraper Building, Bhulabhai Desai Road, Mumbai – 400 026
Mr. N.K. Saraf	Director	304, B Vandana Apartment, 26, Eksal Road, Boriwali (W), Mumbai – 400 092
Mr. Rahul Gupta	Director	202/F – 20, Green Crest Co. Op. Hsg. Soc., Yamuna Nagar, Andheri (W), Mumbai – 400 053

None of the above directors is on the Board of Directors of the Target Company.

The issued, subscribed and paid-up share capital of RFCPL as at the date of this Letter of Offer is Rs.0.12 lakhs comprising 120 equity shares of Rs. 100/- each. Extracts from the audited financial statements of RFCPL for the years ended March 31, 2002, March 31, 2001, and March 31, 2000 are as follows:

(All figures in Rs. unless specified)

Profit & Loss Account

For the period ending	31^st March 2002	31^st March 2001	31^st March 2000
Revenue	240,000	372,051	740,885
Other income (net)	-	-	-
Total Income	240,000	372,051	740,885
Total Expenditure	206,423	305,500	208,811
Profit before Interest, Depreciation and Tax	33,577	66,551	532,074
Depreciation	647,590	681,674	717,551
Interest	-	-	-
Profit Before Tax	(614,013)	(615,123)	(185,477)
Provision for Tax	-	-	-
Profit After Tax	(614,013)	(615,123)	(185,477)

Balance Sheet

As on	31^st March 2002	31^st March 2001	31^st March 2000
*Sources of funds*
Paid up share capital	12,000	12,000	12,000
Reserves and Surplus (excluding revaluation reserves)	(1,740,171)	(1,126,158)	(511,035)
Net-worth	(1,728,171)	(1,114,158)	(499,035)
Secured Loans	-	-	-
Unsecured Loans	14,481,563	14,482,103	1,689,702
Total	12,753,392	13,367,945	1,190,667

*Uses of funds*
Net fixed assets	12,304,213	12,951,803	13,633,477
CWIP & Capital Advances	-	-	-
Investments	-	-	34,128,750
Net current assets	447,579	414,142	(46,573,960)
Miscellaneous Expenditure not written off	1,600	2,000	2,400
Total	12,753,392	13,367,945	1,190,667

Other Financial Data
	31^st March 2002	31^st March 2001	31^st March 2000
Dividend per Share (Rs.)	-	-	-
Earning Per Share (Rs.)	-ve	-ve	-ve
Return on Networth (%)	-ve	-ve	-ve
Book Value Per Share (Rs.)	-ve	-ve	-ve

3.7 Pilot Consultants Ltd. (“PCL”)

Pilot Consultants Ltd. [Regd. Office: 13, Mahendra Road, Sushila Apartments, 3^rd Floor, Kolkata - 700025], incorporated on September 17, 1991 under the Companies Act, 1956 is promoted and controlled by Mr Sanjay M. Bavishi, Chartered Accountant and his family. PCL is an RBI registered NBFC and is engaged in the business of investment in shares. As per the information given in SEBI press release dated 06/06/2002 available on the SEBI web-site, SEBI has passed an order against Mr. Ashwin S Mehta, one of the directors-cum-shareholders of PCL, rejecting his application for an exemption in connection with an Open Offer to the shareholders of M/s. Western Projects Ltd. and also directed him that if he intended to acquire shares of M/s. Western Projects Ltd., the same should be done in accordance with the provisions of the Regulations applicable to infrequently traded shares. As mentioned in the aforesaid press release, SEBI held that Mr. Ashwin S Mehta had tried to mislead SEBI by making submissions not borne out by the facts of the case and manipulate the trading to justify a lower offer price to the detriment of the interests of the investors. On non-receipt of the said exemption, in compliance with SEBI’s directions, Mr. Ashwin S Mehta did not proceed with the acquisition of shares of M/s. Western Projects Ltd.

With regard to BSL, PCL has complied with the applicable provisions of Chapter II of the Regulations within the time specified in the Regulations.

The top ten shareholders of PCL as on the date of the PA are as under:

S. No.	Name	No. of Shares Held	%age Shares
1	Jayshree Nirman Ltd.	1,250,000	20.03%
2	Ashwin S. Mehta	850,000	13.62%
3	Sameer K. Doshi	750,000	12.02%
4	Jagriti R. Doshi	575,000	9.21%
5	Asha Padgaokar	375,000	6.01%
6	M. Abhechand & Co.	375,000	6.01%
7	Sanjay M. Bavishi	300,000	4.81%
8	Brijlal Phumbra	300,000	4.81%
9	Chirag J. Shah	300,000	4.81%
10	Ganapati Creative Pvt. Ltd.	250,000	4.01%
11	Others	915,000	14.66%
	Total	6,240,000	100.00%

The Board of Directors of PCL as on the date of the PA is constituted as under:

Name	Designation	Residential Address
Mr. Ashwin S. Mehta	Director	8/1, Sarat Bose Road, Kolkata – 700020
Mr. Bhavya Lakhani	Director	25/1, Dr. Rajendra Road, Kolkata – 700 020
Mr. Chirag J. Shah	Director	20A, Sarat Bose Road, Kolkata – 700020
Mr. Sanjay M. Bavishi	Director	55, Kansaripara Road, Kolkata – 700025

None of the above directors is on the Board of Directors of the Target Company.

The issued, subscribed and paid-up share capital of PCL as at the date of this Letter of Offer is Rs.624 lakhs comprising 62,40,000 equity shares of Rs. 10/- each. Extracts from the audited financial statements of PCL for the years ended March 31, 2002 , March 31, 2001, and March 31, 2000 are as follows:

(All figures in Rs. unless specified)

Profit & Loss Account

For the period ending	31^st March 2002	31^st March 2001	31^st March 2000
Net Revenue	153,859,025	391,934,401	38,378,714
Other income (net)	823,815	369,950	563,351
Total Income	154, 682,840	392,304,351	38,942,065
Total Expenditure	147,381,752	388,627,331	38,860,965
Profit before Interest, Depreciation and Tax	7,301,088	3,677,020	81,100
Depreciation	72,935	-	11,961
Interest	6,438,448	3,482,268	-
Profit Before Tax	789,705	194,752	69,139
Provision for Tax	84,300	27,040	-
Profit After Tax	705,405	167,712	69,139

Balance Sheet

As on	31^st March 2002	31^st March 2001	31^st March 2000
*Sources of funds*
Paid up share capital	62,400,000	59,000,000	59,000,000
Reserves and Surplus (excluding revaluation reserves)	35,683,365	877,959	710,247
Net-worth	98,083,365	59,877,959	59,710,247
Secured Loans	-	37,109,390	-
Unsecured Loans	108,614,600	25,000	-
Total	206,697,965	97,012,349	59,710,247

*Uses of funds*
Net fixed assets	3,664,843	-	32,759
CWIP & Capital Advances	-	-	-
Investments	4,362,810	-	-
Net current assets	198,417,004	96,701,531	59,479,588
Miscellaneous Expenditure not written off	253,308	310,818	197,900
Total	206,697,965	97,012,349	59,710,247

Other Financial Data
	31^st March 2002	31^st March 2001	31^st March 2000
Dividend per Share (Rs.)	-	-	-
Earning Per Share (Rs.)	0.11	0.03	0.01
Return on Networth (%)	0.72%	0.28%	0.12%
Book Value Per Share (Rs.)	15.72	10.15	10.12

Information about companies substantially held by the PACs

The information, including financial information as per audited accounts for year ended March 31, 2002, about the companies in which PACs hold substantial stake is as under:

Name	Date of Incorporation	Nature of Business	Equity Capital (Rs.)	Reserves (Excluding Revaluation Reserves) (Rs.)	Total Income (Rs.)	PAT (Rs.)	EPS Rs./Share
Mooldhan Advisory System Pvt. Ltd.	25-Mar-94	Investment in Shares	21,763,000	2,564,411	40,364,620	1,179,571	0.54
Yashdeep Trexim Pvt. Ltd.	25-Mar-94	Investment in Shares	25,767,000	1,987,004	29,077,213	815,204	0.32
Vision Comptech Integrators Ltd.	22-Feb-99	Software Development	40,002,100	31,41,280	19,791,046	3,106,115	0.78

Reasons for the Acquisition/Offer and Future Plans

KCL intends to utilize the strength of its promoter group in the jute industry and foray into manufacture of fabrics. While the Acquirer does not intend to make any major change in the existing lines of business of BSL, it proposes to change the Board of Directors of BSL on successful completion of this Offer. The Acquirer does not have any plans to dispose of or otherwise encumber any assets of BSL in the next two years, except in the ordinary course of business of BSL and except to the extent required for the purpose of restructuring and/or rationalisation of assets, investments, liabilities or otherwise of BSL. It will be for the Board of Directors of BSL to take appropriate decisions in these matters, as per the requirements of business. Such decisions shall be in accordance with laws or regulations applicable at that time.

4. BACKGROUND OF BSL (“BSL”, “Company” or “Target Company”)

[Note: All information regarding BSL has been obtained from publicly available sources]

BSL Limited (“BSL” or the “Company”) [Regd. Office: 26, Industrial Area, P.B. No.17, Gandhi Nagar, Bhilwara - 311001, Rajasthan] was incorporated on October 24, 1970 by Mr. S M Sureka as a private limited company to takeover the running business of Bharatiya Udyog Sangh, a partnership firm. It was taken over in 1971 by Mr. Jhunjhunwala and was converted into a public limited company with effect from May 6, 1976. The name of the company was changed from Bhilwara Synthetics Ltd. to BSL Ltd. with effect from July 19, 1994. BSL manufactures polyester-viscose, polyester-woollen and 100% woollen fabrics, polyester-wool blended and 100% woollen and worsted yarn. It markets its products under the BSL Suitings brand.

The total paid-up share capital of BSL as per audited financials as on March 31, 2002 is Rs.733 lakhs comprising 7,334,699 equity shares of Rs. 10/- each. As per available information, there are no partly paid-up shares or locked shares of BSL as on March 31, 2002.The shares of BSL are listed on BSE, NSE, DSE, CSE and JSE.

The share capital structure of BSL as on June 30, 2002 is as follows:

Share Holder	No. Of Shares	% Holding
Indian Promoters	2,410,687	32.87%
Person Acting in Concert	287,000	3.91%
Mutual Funds and UTI	62,522	0.85%
Banks Fin. Inst. and Insurance	635,408	8.66%
Private Corporate Bodies	1,247,291	17.01%
NRI's/OCB's/Foreign Others	343,651	4.69%
Indian Public	2,348,140	32.01%
TOTAL	7,334,699	100.00%

Source: www.nseindia.com

Out of the above, 2,920 equity shares have been issued as fully paid-up pursuant to a contract without payment being received in cash. Allotment of 987 equity shares has been kept in abeyance pending litigation.

There are no outstanding convertible instruments (warrants / FCDs / PCDs etc.) as at March 31, 2002.

BSL has been complying with the requirements of Listing Agreements with Calcutta Stock Exchange and Jaipur Stock Exchange and the said Exchanges have taken no penal action against the Company. Information with respect to the compliance status as regards other Stock Exchanges, where the Company’s shares are listed could not be obtained.

The Board of Directors of BSL as reported in the annual report for the year ended March 31, 2002 was constituted as under:

Name	Designation
Mr. A K Churiwal	Chairman & Managing Director
Mr. Ravi Jhunjhunwala	Director
Mr. Shekhar Agarwal	Director
Mr. O P Sodhani	Director
Mr. Ritesh Kumar	Nominee Director (ICICI)
Mr. R P Khaitan	Director
Mr. Sushil Jhunjhunwala	Director
Mr. R N Gupta	Director
Mr. Riju Jhunjhunwala	Director
Mr. B.D. Mundra	Director
Mr. Nivedan Churiwal	Executive Director

Source: Annual Report March 31,2002

As per the information available from the annual reports, there has been no merger/demerger or spin off involving BSL during the last 3 years. Extracts from the audited financial statements of BSL for the years ended March 31, 2002, March 31, 2001 and March 31, 2000 are as follows:

Profit & Loss Account
*(in lakh Rs.)*
For the period ending	31^st March 2002	31^st March 2001	31^st March 2000
Net Sales	15,356	16,954	15,321
Other income (net)	20	51	4
Total Income	15,377	17,005	15,325
Total Expenditure	13,339	14,431	12,736
Profit before Financial Charges, Depreciation and Tax	2,038	2,574	2,590
Depreciation	966	925	960
Financial Charges	924	1,022	1,093
Profit Before Tax	148	626	536
Provision for Tax	8	72	50
Deferred Tax Expenses	40	-	-
Diminution in value of investments	126	-	-
Profit After Tax	(27)	554	486

Balance Sheet
As on	31^st March 2002	31^st March 2001	31^st March 2000
*Sources of funds*
Paid up share capital	733	733	733
Reserves and Surplus (excluding revaluation reserves)	3,848	4,885	4,448
Net-worth	4,581	5,618	5,181
Deferred Tax	978	-	-
Secured Loans	6,677	6,140	6,288
Unsecured Loans	7	12	16
Total	12,244	11,770	11,485

*Uses of funds*
Net fixed assets	5,452	5,869	6,164
CWIP & Capital Advances	979	4	71
Investments	8	134	134
Net current assets	5,293	5,375	5,002
Miscellaneous Expenditure not written off	513	388	114
Total	12,244	11,770	11,485

Other Financial Data	March 31, 2002	March 31, 2001	March 31, 2000
Dividend (%)	10	18	18
Earning Per Share (Rs.)	-ve	7.55	6.63
Return on Net Worth (%)	-ve	9.86	9.38
Book Value Per Share (Rs.)	62.49	76.64	70.68

The equity shareholding in BSL before the Offer and after the Offer (assuming full acceptance of the Offer) is given in the table below:

Shareholders’ category	June 30, 2002		Acceptances during the Offer (Assuming Full Acceptance)		Share holding / voting rights after acquisition and Offer
	No.	%	No.	%	No.	%
Promoter Group	2,697,687	36.78%

Acquirer (KCL)	29,554	0.40%	-	-	29,554	0.40%
PACs
SJCPL	523,103	7.13%	450,410	6.14%	911,013	13.27%
SBL	286,024	3.90%	500,000	6.82%	786,024	10.72%
SDPL	-	-	500,000	6.82%	500,000	6.82%
NVPL	-	-	500,000	6.82%	500,000	6.82%
RFCPL	31,000	0.42%	-	-	31,000	0.42%
PCL	-	-	250,000	3.41%	250,000	3.41%
Total PACs	840,127	11.45%	2,200,410	30.00%	3,040,537	41.45%
Total Acquirer + PACs	869,681	11.86%	2,200,410	30.00%	3,070,091	41.86%

Public
Mutual Funds and UTI	62,522	0.85%
Banks/FIs/Insurance Cos.	635,408	8.66%
Private Corporate Bodies	377,610	5.15%
Indian Public	2,348,140	32.01%
NRIs/OCBs/ Foreign Others	343,651	4.69%
Total	3,767,331	51.36%				58.14%*

Grand Total	7,334,699	100.00%				100.00%

* Likely shareholding of the shareholders, other than the Acquirer and PACs, after the Offer assuming full acceptance.

1. The above figures are as on June 30, 2002 and are based on information obtained from www.nseindia.com, except holdings of KCL and the PACs, which have been provided by KCL. The number of Shares held by KCL and the PACs remain same from June 30, 2002 till the date of this Letter of Offer.

2. None of (i) KCL, (ii) the PACs or (iii) the Directors of KCL or the PACs have acquired any equity shares in BSL from the date of the PA until the date of this Letter of Offer.

3. The above table reflects the post Offer holdings of Acquirer and PACs only.

5. OFFER PRICE AND FINANCIAL ARRANGEMENTS

5.1 Justification for the Offer Price

The shares of BSL are listed on the BSE, NSE, DSE, CSE and JSE. The details of trading volumes on all the above stock exchanges are as under:

Name of Stock Exchange	Total no. of shares traded during the 6 calendar months prior to the month in which PA was made	Total no. of listed shares	Annualised trading turnover (in terms of % to total listed shares)
National Stock Exchange of India Limited (NSE)	18,36,387	73,34,699	50.07%
The Stock Exchange, Mumbai (BSE)	3,95,335	73,34,699	10.78%
Delhi Stock Exchange Association Limited (DSE)	No Trading	73,34,699	-
The Calcutta Stock Exchange Association Limited (CSE)	51,707	73,34,699	1.41%
Jaipur Stock Exchange Limited (JSE)	No Trading	73,34,699	-

Source: Official data obtained from the respective stock exchanges, BSE data from www.bseindia.com, NSE data from www.nseindia.com

The weekly high and low of the closing prices of the equity shares on the National Stock Exchange of India Limited during the 26-week period ending August 14, 2002 (being the date of Public Announcement), are given below:

Week No.	Week Ended	Weekly High (Rs.)	Weekly Low (Rs.)	Average (Rs.)	Volume for the Week
1	19-02-02	27.45	25.50	26.48	76,997
2	26-02-02	26.50	26.00	26.25	173,438
3	05-03-02	27.80	26.05	26.93	146,117
4	12-03-02	27.50	26.20	26.85	265,082
5	19-03-02	26.55	26.00	26.28	77,432
6	26-03-02	29.40	26.50	27.95	9,486
7	02-04-02	30.30	28.25	29.28	22,814
8	09-04-02	35.00	31.25	33.13	124,077
9	16-04-02	60.50	42.00	51.25	170,311
10	23-04-02	52.95	49.30	51.13	68,955
11	30-04-02	78.50	58.25	68.38	392,778
12	07-05-02	78.50	66.40	72.45	126,767
13	14-05-02	66.60	62.90	64.75	36,995
14	21-05-02	63.00	56.25	59.63	29,558
15	28-05-02	61.90	49.70	55.80	516,462
16	04-06-02	64.80	60.95	62.88	124,887
17	11-06-02	65.60	60.00	62.80	13,978
18	18-06-02	68.90	63.90	66.40	32,779
19	25-06-02	63.65	60.60	62.13	17,267
20	02-07-02	63.30	58.80	61.05	22,116
21	09-07-02	57.20	50.40	53.80	28,703
22	16-07-02	53.00	52.10	52.55	18,163
23	23-07-02	51.60	50.65	51.13	9,065
24	30-07-02	53.10	49.55	51.33	20,652
25	06-08-02	52.55	51.40	51.98	15,739
26	13-08-02	62.55	52.25	57.40	32,310

Source: www.nseindia.com

As the annualised trading turnover on The Stock Exchange, Mumbai, and the National Stock Exchange of India Limited is more than 2% of the total number of listed shares, the equity shares are deemed to be frequently traded on these exchanges as per the explanation to Regulation 20(3) of the Regulations, with the National Stock Exchange of India Limited being the exchange where the equity shares are most frequently traded. The equity shares are infrequently traded within the meaning of Regulation 20(3) of the Regulations on the other exchanges.

The average of the weekly high and low of the closing prices of the equity shares of BSL as quoted on NSE, during the 26 weeks prior to the date of Public Announcement was Rs.49.23 (Source: www.nseindia.com). The highest price paid by KCL or PACs for acquisitions of shares of BSL in the open market during the 12 months prior to the date of Public Announcement is Rs.60.72. No shares of BSL have been acquired either by KCL or the PACs by way of allotment in a public or rights issue during 26-week period preceding the Public Announcement or under preferential allotment by BSL at any time during 12 months preceding the date of Public announcement. Neither KCL nor the PACs have acquired or shall acquire, during the period commencing from the date of the PA up to the closure of the Offer, any equity shares of BSL in compliance with the Regulations.

As per the audited results, BSL has reported a loss of Rs.27 lakhs for the year ended March 31, 2002. Hence the earnings based ratios are not applicable for price justification. Based on data obtained from the journal Dalal Street Vol. XVII No. 16 dated August 11, 2002 [Industry: Textiles – Weaving], the simple average of industry Price to Book Value (P/BV) ratio is 0.68. Based on the Offer Price of Rs.80/-, the P/BV ratio of BSL is 1.28, which is substantially higher than the industry average. Thus the Offer price is justified as per Regulations 20(2), (3) and (6) of the Regulations.

5.2 Financial Arrangement for the Offer

The maximum consideration payable by the Acquirer in case of full acceptance of the Offer would be Rs.17,60,32,800/. In accordance with the provisions of Regulation 28(2)(b), the Acquirer has created an Escrow Account in the form of a cash deposit of Rs.8,82,00,000/- (representing an amount in excess of 50% of the maximum purchase consideration payable in terms of the Offer) with N. S. Road branch of Tamilnad Mercantile Bank Ltd. [Address: 58 D, N. S. Road, Kolkata – 1] with a lien marked in favour of Manager to the Offer. The Acquirer has empowered the Manager to realize the value of the Escrow Account under the Regulations.

The Acquirer together with the PACs have made firm arrangements for payment of consideration to the shareholders of BSL whose shares would be acquired pursuant to this Offer. M/s M. K. Kothari & Associates, Chartered Accountants [Address: 7 Ram Kumar Rakhit Lane, Kolkata – 7, Ph:033-2300914, Fax: 033-2385492, Membership Number: 59513], vide their certificate dated August 9, 2002 have confirmed that adequate funds in excess of Rs.17,60,32,800/- are available with the Acquirer together with the PACs to implement the Offer in full. On the basis of the above, the Manager to the Offer has satisfied itself about the ability of the Acquirer along with the PACs to implement the Offer in accordance with the Regulations.

6. TERMS AND CONDITIONS OF THE OFFER

a. The Acquirer is making an open offer ("Offer") to all the remaining shareholders of BSL (except KCL and PACs) whose names appeared in the register of shareholders on August 21, 2002, and also to those persons (except KCL and PACs) who own the shares at any time prior to the closure of the offer, but are not the registered shareholder(s).

b. The Acquirer is making an open offer ("Offer") to all the eligible shareholders of BSL to acquire 2,200,410 equity shares of BSL (representing 30% of the voting capital of BSL), at a price of Rs. 80 (Rupees Eighty only) per fully paid-up equity share ("Offer Price"), payable in cash.

c. Each shareholder of BSL, to whom this Offer is being made, is free to offer his / her shareholding in whole or in part while accepting this Offer. Shareholders of BSL, who wish to avail themselves of this Offer, should convey their acceptance to the Registrar in the manner set out in Clause 7 below so as to reach the Registrar no later than 5.00 p.m., Indian Standard Time on the Closing Date stipulated therein. Acceptances received after the Closing Date would be rejected.

d. The instructions, authorisations and provisions contained in the Form of Acceptance-cum-Acknowledgement constitute an integral part of the terms of the Offer.

e. The equity shares of BSL being tendered under this Offer should be free from all liens, charges and encumbrances.

f. The acceptance of this Offer by the shareholder(s) must be absolute and unqualified. Any acceptance, which is conditional or incomplete, is liable to be rejected.

g. Accidental omission to despatch this document to any person entitled to this Offer or non-receipt of this document by any such person shall not invalidate the Offer in any way. Such shareholders may obtain the document from the Manager or Registrar to the Offer at the addresses mentioned on the cover page. The Letter of Offer along with the Form of Acceptance-cum-Acknowledgement would also be available at SEBI’s web site, www.sebi.gov.in and the Form of Acceptance-cum-Acknowledgement can be downloaded from the site and used for applying in the Offer.

h. Shareholders who accept this Offer by tendering the requisite documentation, in terms of this Letter of Offer and the Public Announcement cannot withdraw the same.

i. The Acquirer will not be responsible in any manner for any loss of equity share certificate(s) and other acceptance documents during transit.

Statutory Approvals

The Offer is subject to the approval of the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999, for acquiring shares tendered by shareholders including NRIs/FIIs and OCBs. On closure of the Offer and receipt of the acceptances duly filled and completed in all respects from the shareholders, the Acquirer, on behalf of such shareholders, would make the requisite application to RBI to obtain permission for transfer of their shares in BSL to the Acquirer. Besides the above, there are no approvals required to acquire shares that are tendered pursuant to this Offer.

Barring unforeseen circumstances, the Acquirer intends to obtain all required approvals within one month from the Closing Date. However, in case of delay in receipt of statutory approvals, in terms of clause 22(12) of the Regulations, SEBI has the power to grant extension of time, subject to the Acquirers agreeing to pay interest to the shareholders for delay beyond 30 days. In case RBI approval for acquisition of shares from non-resident shareholders is unduly delayed, the Acquirer reserves the right to proceed with payment to the resident shareholders whose shares have been accepted by the Acquirer in terms of this Offer, pending payment to the non-resident shareholders.

7. PROCEDURE FOR ACCEPTANCE OF THE OFFER AND SETTLEMENT

7.1 Procedure for Acceptance of the Offer

Holders of equity shares of BSL who wish to avail this Offer should forward the under mentioned documents by hand delivery or by registered post to the Registrar to the Offer, Maheshwari Datamatics Pvt. Ltd., at their Kolkata office, or by hand delivery only at the other collection centres given below so as to reach the Registrar to the Offer on or before December 6, 2002 (Offer Closing Date), on their working days during business hours indicated in Paragraph 7.1 below. In the case of dematerialised shares the Registrar to the Offer is not bound to accept those offers that have not yet been credited to the Escrow Depository Participant as on the Offer Closing Date (i.e. December 6, 2002).

Collection Centres

City		Address of Collection Centre		Telephone No.	Fax No.	Contact Person	Mode of Delivery
Kolkata		M/s. Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor Kolkata – 700 001 Email: mdpl@cal.vsnl.net.in		(033) 2435029 or 2435809	(033) 2484787	Mr.S. Rajagopal	Registered Post/ Courier or Hand Delivery
New Delhi		M/s Maheshwari Datamatics Pvt. Ltd. C/o Tetris Infotech Ltd. 70, Golf Link, New Delhi – 110 003		(011) 4629876	(011) 4629879	Mr. S. Sukumar	Hand Delivery
	Business Hours		Monday to Friday: 10.00 A.M. to 5:00 P.M. Saturdays: 10:00 A.M. to 2:00 P.M..
	Holidays		Sundays and Bank Holidays

Neither the Acquirer/PACs nor the Manager nor the Registrar nor BSL will be responsible for any loss in transit or delay in receipt of the completed Form of Acceptance, Share Certificate(s), Share transfer deed(s) or other documents.

If the aggregate of the valid responses to the Offer exceeds 22,00,410 (Twenty two lakhs four hundred and ten only) shares, then the Acquirer/PACs shall accept the offers received on a proportionate basis in accordance with the Regulations.

NO DOCUMENTS FOR TENDERING THE EQUITY SHARES SHOULD BE SENT TO KCL, THE PACs, BSL OR THE MANAGER TO THE OFFER.

a) For Equity Shares Held in Physical Form

Valid Tender of Equity Shares: In order to validly tender such equity shares of BSL in the Offer, the following documents must be received by the Registrar to the Offer no later than 5:00 p.m., Indian Standard Time, on the Offer Closing Date: (1) Form of Acceptance-cum-Acknowledgement, duly completed and signed in accordance with the instructions contained therein by sole/all shareholders whose names appear on the share certificates (in case of joint holdings) in the same order in which their names appear in the Register of Members; (2) a copy of the No Objection Certificate/Tax Clearance Certificate if obtained from the Indian tax authorities by the shareholder (applicable to NRI(s)/OCBs/FIIs); (3) original share certificate(s); and (4) valid Transfer Deed(s) duly signed as transferors by all shareholders (in case of joint holdings) in the same order and as per specimen signatures lodged with BSL, witnessed and duly attested at the appropriate place by a notary or bank manager or member of stock exchange under their seal of office and membership number. In each case, the name and address of the attesting authority, attesting authority’s seal and registration number (if the authority is a notary public/member of stock exchange) or the name and address of the bank (if the authority is a bank manager) should appear in the Transfer Deed. Further, all attestations should be unconditional i.e. the authority attesting should not deny the responsibility of identifying the person and the signature by qualifying the attestation. If the said guidelines are not followed, Acquirer/PACs reserve the right to reject the Transfer Deed along with the application. The Transfer Deed should be duly filled, signed by the registered holder(s), witnessed, and the buyer details may be left blank.

Acceptance Procedure: The equity shares of BSL delivered by tendering shareholders in this manner would be held in trust by the Registrar to the Offer till the time when payment for the same is made by Acquirer/PACs and Acquirer/PACs would have no access to these equity shares of BSL till that time.

Return of Unaccepted Equity Shares: In the event of acceptance on proportionate basis or in case where acceptances are rejected, the unaccepted/rejected share certificates, transfer deeds and other documents, if any, will be returned by registered post by the Registrar to the Offer to the shareholder/unregistered owners at the shareholder’s or unregistered owner’s own risk. Except that, in case the share certificates tendered have to be split,Acquirer/PACs will request the Target Company to split the share certificates and send the balance share certificates (for equity shares not accepted in the Offer) directly to the shareholders within the time limit prescribed under Section 113 of the Indian Companies Act, 1956.

b) For Equity Shares held in dematerialised form

Valid Tender of Equity Shares: In order to validly tender such equity shares of BSL in the Offer, the following documents must be received by the Registrar to the Offer no later than 5:00 p.m., Indian Standard Time, on the Offer Closing Date: (1) Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein by sole/all shareholders whose names appear (in case of joint holdings) in the same order in which their names appear in their beneficiary account; (2) a copy of the No Objection Certificate / Tax Clearance Certificate if obtained from the Indian tax authorities by the Shareholder (applicable to NRI(s)/OCBs/FIIs); and (3) a photocopy of the Delivery Instruction duly acknowledged by the depositary participant filled as per the instructions given hereunder. The Form of Acceptance-cum-Acknowledgement has to be tendered by the beneficial holder of Equity Shares only.

Depository Escrow Account: The Registrar to the Offer has opened a Depository Account (hereinafter referred to as “Depository Escrow Account”) with National Securities Depository Limited (“NSDL”) named as “Maheshwari Datamatics Pvt. Ltd. - BSL Open Offer Account” as per details given below:

DP Name: Shree Bahubali International Ltd. Client ID Number: 10084619

DP ID Number: IN300773 Depository: National Securities Depository Limited

Acceptance Procedure: The equity shares of BSL transferred by tendering shareholders to the Depositary Escrow Account would reside in the Depository Escrow Account and be held in trust by the Registrar to the Offer till the time when payment for the same is made by Acquirer/PACs and Acquirer/PACs would have no access to these shares till that time. Post release of payment to shareholders and upon the receipt of instructions from the Manager to the Offer, the Registrar to the Offer will debit the Depository Escrow Account to the extent of payment of consideration made by Acquirer/PACs and give instructions for credit of the beneficial account of Acquirer/PACs.

Delivery Instruction: Special attention should be paid to the following:

· Beneficial owners who hold equity shares of BSL in dematerialised form are required to execute an “off-market” trade by tendering the Delivery Instruction for debiting their beneficiary account with their concerned depositary participant and crediting the above-mentioned account. The credit in the Depository Escrow Account should be received on or before the Offer Closing Date i.e. December 6, 2002, else the application would be rejected.

· The Delivery Instructions to be given to the depositary participant should be in “For Off Market Trade” mode only. For each Delivery Instruction the beneficial owner should submit a separate Form of Acceptance-cum-Acknowledgement.

· Shareholders having their beneficiary account in Central Depository Services (India) Limited (“CDSL”) have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account with NSDL.

Return of Unaccepted Equity Shares: The equity shares of BSL held in dematerialised form to the extent not accepted under the Offer will be released to the beneficial owner’s depository account with the respective depositary participant from where the credit was initially received in favour of the Depositary Escrow Account at the sole risk of the beneficial owner. An intimation to that effect will be sent to the beneficial owner by Ordinary Post.

Special Note for Shareholders who have sent their shares for Dematerialisation

Shareholders who have sent their physical shares for dematerialisation need to ensure that the process of getting shares dematerialised is completed well in time so that the credit in the Escrow Account should be received on or before the Offer Closing Date i.e. December 6, 2002 else the application would be rejected.

c) Unregistered Owners of Equity Shares

This Offer is also open to those who own equity shares of BSL (irrespective of the date of purchase of such shares) but are not registered shareholders of the Company as on the Specified Date. Such applicants may either obtain a copy of the Letter of Offer from the Manager to the Offer on providing suitable documentary evidence of the acquisition of the equity shares or participate in the Offer by submitting a written application to the Registrar to the Offer stating the name, address, number of shares held, number of shares offered, folio number together with the relevant share certificate(s), transfer deed(s) and the original contract note issued by a registered share broker of a recognised stock exchange through whom such equity shares were acquired, so as to reach the Kolkata offices of the Registrar or delivering by hand at any of the Collection Centres mentioned in Paragraph 7.1 above on or before 5 p.m., Indian Standard Time, on the Closing Date. Alternatively, shareholders may apply using the Form of Acceptance-cum-Acknowledgement, which is available at the SEBI’s website (www.sebi.gov.in). No indemnity is required from the unregistered owners.

d) Non-Receipt of Letter of Offer

In case of non-receipt of the Letter of Offer, eligible shareholders may obtain a copy of the same from either the Manager to the Offer on providing suitable documentary evidence of acquisition of the said equity shares or participate in the Offer by submitting a written application to the Registrar to the Offer stating the name, address, number of shares held, number of shares offered, folio number together with the relevant share certificate(s), transfer deed(s) and the original contract note issued by a registered share broker of a recognised stock exchange through whom such equity shares were acquired, so as to reach the Kolkata offices of the Registrar or delivering by hand at any of the Collection Centres mentioned above on or before 5 p.m., Indian Standard Time, on the Closing Date. Alternatively, shareholders may apply using the Form of Acceptance-cum-Acknowledgement, which is available at the SEBI’s website (www.sebi.gov.in).

e) For the attention of NRI(s)/OCBs/FIIs

The NRI(s)/OCBs/FIIs who have obtained approval from RBI for selling their shares in this Offer for transfer of repatriable or non-repatriable shares are required to enclose a copy of the said permissions from RBI in original along with the other documents.

While tendering the shares under the Offer, the NRIs/OCBs/FIIs, will be required to submit the No Objection Certificate/ Tax Clearance Certificate, indicating the amount of tax to be deducted by the Acquirers before remitting the consideration, from the Income Tax Authorities under Income Tax Act, 1961. In case the aforesaid No Objection Certificate/Tax Clearance Certificate is not submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the category of the shareholder, on the entire consideration amount payable to such shareholders. The Acquirer/PACs will send the proof of having deducted and paid the tax along with the payment consideration.

f) Additional Information and Documents Required

The attached Form of Acceptance-cum-Acknowledgement must be signed by all the shareholders, including joint holders, as per the specimen signatures lodged with BSL. In case of shareholders who hold shares with open and valid transfer deeds, the Form of Acceptance-cum-Acknowledgement has to be signed by the owner or his authorised signatory (ies).

If one or more of the joint holders is deceased, the Form of Acceptance-cum-Acknowledgement must be signed by all the surviving holder(s) and submitted along with the Death Certificate(s) in "original", or a certified or attested true copy, with necessary direction for deleting his/her name from the Register of Members, while accepting this Offer. The original will be returned by Registered Post after scrutiny.

If the sole holder is deceased, and if legal representation by way of Probate/Letter of Administration/Succession Certificate has been registered with BSL, then the Form of Acceptance-cum-Acknowledgement must be signed by the Legal Representative(s) of the deceased while accepting this Offer. If Probate/Letter of Administration/Succession Certificate has not been registered with BSL, then the Form of Acceptance-cum-Acknowledgement must be signed by the Legal Representative(s) of the deceased and submitted along with the Probate/ Letter of Administration/Succession Certificate, in original, or a certified or attested true copy, while accepting this Offer. The original certificate will be returned by Registered Post after scrutiny.

In case the Offer is being accepted on the basis of Power of Attorney, a copy of the same duly certified by a Notary Public/ Gazetted Officer should also be enclosed.

In case of the corporate shareholders, acceptance should be supported by the following documents:

i. Board resolution authorising such acceptance/power to sell the shares

ii. Board resolution authorising execution of transfer documents.

iii. Signature(s) of the Authorised Signatories duly attested.

7.2 Method of Settlement

The Form of Acceptance-cum-Acknowledgement, delivered to the Registrar along with the Share Certificate(s) and other documents as per the requirements of Clauses 6 and 7.1 above, shall become acceptance on the part of the shareholder of BSL, but will become a fully valid and binding contract between the shareholder and the Acquirer/PACs only upon fulfilment of all the conditions herein.

Each shareholder of BSL, to whom this Offer is being made, is free to offer his/her/its shareholding in whole or in part while accepting this Offer. The Acquirer/ PACs would accept all valid shares tendered pursuant to this Open Offer. If the aggregate of the valid responses to the Offer exceeds 22,00,410 (Twenty two lakhs four hundred and ten only) shares, then the Acquirer shall accept the offers received on a proportionate basis in accordance with the Regulations.

Acceptances/rejections as well as purchase consideration for acceptances will be mailed to the shareholders, who tender their shares pursuant to this Offer, as under at applicants’ sole risk.

On fulfilment of the conditions mentioned herein, the Acquirer/PACs will pay the purchase consideration by an order cheque/demand draft crossed "Account Payee only", in favour of the first named holder of the shares, by Registered Post if the consideration exceeds Rs. 1,500 (and by UCP otherwise), to those shareholders of BSL whose acceptances to the Offer are accepted by the Acquirer. The order cheques/demand drafts would be payable at par for the payments made in the same city as the collection centres mentioned in paragraph 7.1 of this document. The Acquirer/PACs will complete all procedures relating to the Offer, including mailing of the payment warrants/drafts, by January 4, 2003, i.e. within a period of 30 days from the date of closure of the Offer, in accordance with Regulation 22 (12) of the Regulations.

8. COMPLAINTS/ COMMUNICATIONS IN RESPECT OF THE OFFER:

A gist of the complaints/communications received in relation to the Offer along with the Acquirers’ response/comments is given below:

Sr. No.	Ref No.	Gist of complaint/ communication	Acquirer’s response/comments
1	Letter dated 28.08.2002 from BSL addressed to SEBI	Letter from the Target Company to SEBI that they are furnishing some of the information sought by the Manager to the Offer and that all other information is available with the Registrar of Companies and respective Stock Exchanges. Request for advice from SEBI regarding future compliance	No comments.
2	Letter dated 8.8.2002 from Mr. D.K. Sarawgee	Letter giving the detailed history and nature of current operations of promoters of LNJ Bhilwara group, Shri Ajay Kayan and his SMIFS group and Shri Ghanshyam Sarda who is the promoter of Kolmak Chemicals Ltd. The complainant has levied various charges against the Sarda Group.	The charges made against the Sarda Group are denied in total. The Acquirer has no comments to make regarding the other parties mentioned in the letter.
3	Letter dated 5.9.2002 from BSL addressed to the Chairman, SEBI	The Target Company has alleged non-compliance with Regulation 22 (2) and 24(3) of SEBI (SAST) Regulations, 1997 due to non-receipt of the Draft Letter of Offer	As per Regulation 22 (2), the Acquirer is required to send a copy of the Draft letter of offer to the Target Company and the Stock Exchanges within 14 days of the Public Announcement. Accordingly, in compliance with Regulation 22(2), the Draft Letter of Offer was hand delivered to CSE and was sent under Certificate of Posting by the Acquirer to DSE, BSE, NSE, and JSE on August 28, 2002. The proof of despatch was made available to the Manager to the Offer and consequently forwarded to SEBI. However, the Manager to the Offer was given to understand by DSE, JSE and the Target Company that they had not received the Draft Letter of Offer. Hence, another copy of the Draft Letter of Offer was forwarded by the Manager to the Offer to all the Stock Exchanges and the Target Company, vide their letter dated the 6th September 2002.
4	Letter dated 5.9.2002 from BSL addressed to the Division Chief, SEBI	Letter from the Target Company enclosing a copy of the letter dated 5.9.2002 addressed to the Chairman, SEBI, alleging non-compliance with Regulation 22(2) and 24(3)	Refer response/comments in Sr.No.3 above.
5	Letter dated 6.9.2002 from DSE to the Manager to the Offer and copy to the Division Chief, SEBI	Intimation from DSE that they have not received the Draft Letter of Offer and requesting to make arrangement for furnishing the same to the Exchange immediately.	The Draft Letter of Offer was sent by the Acquirer on 28^th August 2002 and another copy of the same was sent by the Manager to the Offer, vide their letter dated the 6^th September 2002, which has been duly acknowledged by DSE.
6	Letter dated 9.9.2002 from BSL addressed to the Chairman, SEBI	Letter from the Target Company to SEBI alleging non-compliance with Regulation 22(2) and 24 (3), due to which the Board of Directors have not been able to perform their obligations to shareholders as per Regulation 23 (4)	Refer response/comments in Sr.No.3 above.
7	Letter dated 9.9.2002 from BSL addressed to the Division Chief, SEBI	Letter from the Target Company enclosing a copy of the letter dated 9.9.2002 addressed to the Chairman, SEBI alleging non-compliance with Regulation 22 (2) and 24 (3)	Refer response/comments in Sr.No.3 above.
8	Letter dated 10.9.2002 from BSL addressed to the Division Chief, SEBI	Letter from the Target Company alleging that the statement made by the Chief of the Acquirer in the Business Standard dated 10^th September 2002 that they have the option to make their offer unconditional is illegal.	The representative of the Acquirer was quoted out of context. The Acquirer has not approached SEBI with any request to make the offer unconditional.
9	Letter dated 10.9.2002 from BSL addressed to the Division Chief, SEBI	Letter from the Target Company enclosing intimation from JSE that they have not received the Draft Letter of Offer till 9^th September 2002	The Draft Letter of Offer was sent by the Acquirer on 28^th August 2002 and another copy of the same was sent by the Manager to the Offer vide their letter dated the 6th September 2002, which has been duly acknowledged by JSE.
10	Letter dated 9.9.2002 from BSL addressed to the Chairman, SEBI	Letter from the Target Company stating that as the offer was conditional, the promoters have not exercised the right of a competitive bid and also complaining about the statements made by the Acquirer in the Press and also alleging non-compliance with Regulation 22 (2) and 24 (3)	The representative of the Acquirer was quoted out of context. The Acquirer has not approached SEBI with any request to make the offer unconditional. As regards the alleged non-compliance of Regulation 22(2) and 24(3), refer to response/comments in Sr.No.3 above.
11	Letter dated 12.9.2002 from BSL addressed to ED, SEBI	Letter from the Target Company alleging non-compliance with Regulations 22(2) and 24(3), due to which the Board of Directors have not been able to fulfill their obligations as specified in Regulation 23(4)	Refer response/comments in Sr.No.3 above.
12	Letter dated 14.9.2002 from BSL addressed to ED, SEBI	Letter from the Target Company informing SEBI about the receipt of the Draft Letter of Offer from the Manager to the Offer on 14.9.2002 and alleging non-compliance of Regulation 22(2) and 24 (3) of the SEBI (SAST) Regulations, 1997	Refer response/comments in Sr.No.3 above.
13.	Letter dated 13.9.2002 from DSE addressed to the Division Chief, SEBI	Intimation regarding non-receipt of Draft Letter of Offer within the stipulated time and seeking future course of action to be pursued by the Exchange	Refer response/comments in Sr.No.3 above.
14	Letter dated 16.9.2002 from BSL addressed to the ED, SEBI	Letter from the Target Company enclosing letter dated 12.9.2002 from DSE that they have not received the Draft Letter of Offer within the stipulated time.	Refer response/comments in Sr.No.5 above.
15	Letter dated 16.9.2002 from JSE addressed to the Manager to the Offer and copy to ED, SEBI	Letter from JSE regarding non-receipt of Draft Letter of Offer within the stipulated time and non-compliance of Regulation 22(2) and 24(3) of SEBI (SAST) Regulation 1997.	Refer response/comments in Sr.No.9 above.
16	Letter dated 18.9.2002 from BSL addressed to the Manager to the Offer and copy to the Division Chief, SEBI	Letter from Target Company requesting the Manager to the Offer to provide certain documents/ information relating to the Acquirers/ PACs	The SEBI Regulations do not obligate submission of such documents/ information to the Target Company. The Target Company was advised to obtain the documents/ information from the Registrar of Companies.
17	Letter dated 18.9.2002 from BSL addressed to the ED, SEBI	Letter from the Target Company inter-alia, regarding the following: i. Violation of Regulation 22(2) and 24(3). ii. Non-registration of some of the PACs as NBFCs with RBI. iii. Background of Shri Ashwin S. Mehta, a Director of Pilot Consultants Limited (PCL), one of the PACs. iv. Discrepancy in disclosure of shareholding of M/s Namokar Vinimay Pvt. Ltd., one of the PACs. v. Alleging non-compliance with Regulations 22(2) and 24(3), due to which the Board of Directors have not been able to fulfill their obligations as specified in Regulation 23(4) vi. Confirmation of non-withdrawal of conditions of Public Announcement vii. Non-receipt of certain documents from the Manager to the Offer	i. Refer response/comments in Sr.No.3 above ii. M/s Supershwa Distributors Pvt. Ltd., Namokar Vinimay Pvt. Ltd. and Super Jupiter Courier Pvt. Ltd. are registered with RBI. As regards Remarkable Fiscal Pvt. Ltd., the main income is derived from property and not on account of investments in stocks and the requirement of RBI registration as an NBFC is not necessary under the applicable RBI circulars. Necessary correction has been made in the Letter of Offer to this effect. iii. As per the information given in SEBI press release dated 6^th June 2002 available on the SEBI website, SEBI has passed an order against Mr. Ashwin S Mehta, one of the Directors and one of the shareholders of PCL, rejecting his application for an exemption in connection with an Open Offer to the shareholders of M/s. Western Projects Ltd and also directing him that if he intended to acquire shares of M/s. Western Projects Ltd., the same should be done in accordance with the provisions of the Regulations applicable to infrequently traded shares. As mentioned in the aforesaid press release, SEBI held that Mr. Ashwin S Mehta had tried to mislead SEBI by making submissions not borne out by the facts of the case and manipulated the trading to justify a lower offer price to the detriment of the interests of the investors. In view of the non-receipt of the said exemption and in compliance with SEBI’s directions, Mr. Ashwin S. Mehta did not proceed with the acquisition of shares of M/s. Western Projects Ltd. iv. As on the date of Public Announcement, Shree Wardhaman Stockholdings Pvt. Ltd. was a shareholder as per NVPL’s records. NVPL has been subsequently advised of the transfer of shares by Shree Wardhaman Stockholdings Pvt. Ltd., which has been disclosed in the Letter of Offer. v. Refer response comments as in Sr.No.3 above. vi. The para regarding the offer being conditional is being put in bold in the Letter of Offer. vii. Refer response/ comments in Sr.No.16 above.
18	Letter dated 19.9.2002 from BSL addressed to the Chairman, SEBI	Letter by the Target Company requesting for quick actions regarding violations committed	No comments
19	Letter dated 20.9.2002 from BSL addressed to the ED, SEBI	Letter from the Target Company regarding variations in figures given in the Draft Letter of Offer	The due corrections have been made in the Letter of Offer.
20	Letter dated 23.9.2002 from BSL addressed to Division Chief,SEBI	Letter from the Target Company regarding variations in figures given in the Draft Letter of Offer	The due corrections have been made in the Letter of Offer.
21	Letter dated 23.9.2002 from BSL addressed to ED, SEBI	Letter from the Target Company alleging non-compliance with Regulation 22(2) and 24(3) due to which the Board of Directors of the Target Company have not been able to fulfill its obligations as specified in Regulation 23(4)	Refer response/ comments in Sr.No.3 above.
22	Letter dated 21.9.2002 from BSL addressed to the Division Chief, SEBI	Letter from Target Company complaining about non-receipt of certain documents/ information relating to the Acquirers/ PACs	Refer response/ comments in Sr.No.16 above.
23	Letter dated 27.9.2002 from Mr. Atul Kumar Somani to the ED, SEBI	Letter from Mr. Atul Kumar Somani, a shareholder of the Target Company, to SEBI regarding non-adherence to offer schedule	SEBI, vide its letter dated 19.9.2002 had advised the Manager to the Offer to await its comments in terms of Regulation 18(2) and not to proceed further with the offer. In the interests of the shareholders of the Target Company, a Corrigendum Public Announcement was issued on 26^th September 2002 advising the shareholders that the revised activity schedule will be issued shortly.
24	Letter dated 28.9.2002 from BSL addressed to the ED, SEBI	Letter from the Target Company commenting on the Corrigendum Public Announcement	Refer response/ comments in Sr.No.23 above.
25	Letter dated 28.9.2002 from Shri Ravi Kumar Naredi addressed to SEBI	Letter from Shri Ravi Kumar Naredi, a shareholder of the Target Company referring to the Corrigendum Public Announcement and complaining regarding non-receipt of Letter of Offer within Stipulated time.	Refer response/ comments in Sr.No.23 above.
26	Letter dated 30.9.2002 from Shri Kamal Kumar Saboo addressed to the ED, SEBI	Letter from Shri Kamal Kumar Saboo, a shareholder of the Target Company referring to the Corrigendum Public Announcement and complaining regarding non-receipt of Letter of Offer within Stipulated time.	Refer response/ comments in Sr.No.23 above.
27	Letter dated 3.10.2002 from BSL addressed to the ED, SEBI	Letter from the Target Company regarding information sought by the Registrars to the Offer	No comments.
28	Letter dated 3.10.2002 from BSL addressed to SEBI	Letter from the Target Company regarding information sought by the Registrars to the Offer.	No comments.
29	Letter dated 7.10.2002 from BSL addressed to the ED, SEBI	Letter from the Target Company enclosing copy of the letter dated 27.9.2002 from the Stock Exchange, Mumbai, about receipt of Draft Letter of Offer on 6.9.2002. The said letter of the Target Company also mentions that the Corrigendum Public Announcement was not sent to the Mumbai Stock Exchange.	A copy of the Draft Letter of Offer was forwarded by the Manager to the Offer to all the Stock Exchanges and the Target Company, vide their letter dated the 6th September 2002.
30	Letter dated 4.10.2002 from BSL addressed to the Manger, IGG, SEBI and copy to the ED, SEBI	Letter from Target Company regarding pending investor grievances against them.	No Comments.
31	Letter dated 7.10.2002 from Shri Atul Kumar Somani addressed to the ED, SEBI	Letter from Shri Atul Kumar Somani, a shareholder of the Target Company, about a news item in the Telegraph dated 7^th October 2002	No Comments.
32	Letter dated 9.10.2002 from BSL addressed to the ED, SEBI	Letter from the Target Company requesting for an opportunity for personal hearing with SEBI	No Comments
33	Letter dated 16.10.2002 from BSL addressed to the ED, SEBI	Letter from the Target Company regarding non-availability of Annual Returns of the Acquirer and some PACs with the Registrar of Companies	The documents have been/ are being filed by the Acquirer and the PACs with the concerned Registrar of Companies on or before the due dates.

SEBI has observed, prima facie, violation of the provisions of Regulation 22(2) by the Acquirer and accordingly vide order dated 18.10.02 initiated adjudication proceedings against the Acquirer.

9. DOCUMENTS FOR INSPECTION

The following documents will be available for inspection to the shareholders of BSL at the registered office of KCL, whose address is given on the cover page of this document, between 10 a.m. and 5 p.m. on all working days except Saturdays till the Closing Date:

· Certificate of Registration and Articles of Association of KCL.

· Certificate of Registration and Articles of Association of PAC.

· Audited Accounts of KCL for the accounting years ended March 31, 2002, March 31, 2001 and March 31, 2000.

· Audited Accounts of PACs for the accounting years ended March 31, 2002), March 31, 2001 and March 31, 2000.

· Audited Accounts of BSL for the accounting years ended March 31, 2002, March 31, 2001, March 31, 2000.

· Certificate dated August 9, 2002, by M/s M. K. Kothari & Associates, Chartered Accountants, regarding the adequacy of financial resources with the Acquirer to fulfil the Offer obligations

· Copy of the letter from the Tamilnad Mercantile Bank Ltd. dated 9^th August 2002 confirming the amount kept in the escrow account and a lien in favour of SBI Capital Markets Limited to enable them to withdraw the funds at any time till all the obligations of KCL / PACs under the Regulations are complied with.

· Copies of Board Resolutions from KCL and PACs authorising the signatories to the Letter of Offer.

· Copy of PA made on August 14, 2002 by KCL for acquiring 22,00,410 paid-up equity shares of BSL.

· Copy of the Corrigendum PA issued on November 2, 2002, revising the time schedule.

· Letters from the Stock Exchanges containing the share price and volume data of BSL.

· Copy of the agreement with NSDL for opening a special depository account for the purpose of the Offer.

· Copy of the letter dated 26^th September 2002 from CSE regarding compliance by BSL.

· Copy of the letter dated 28^th October 2002 from JSE regarding compliance by BSL.

· Copy of the letter dated 19^th September 2002 from SEBI

· Copy of the letter dated 25th October 2002 from SEBI in terms of proviso to Regulation 18(2), along with the copies of the complaints in relation to the Offer.

10. DECLARATION BY THE ACQUIRER/PACs

The Boards of Directors of the Acquirer/PACs, except Mr. J. K. Acharya (nominee director of financial institution IIBI who has, under provisions of Regulation 22(6) of the Regulations, exempted himself from accepting responsibility for the information contained in this Letter of Offer, severally and jointly accept full responsibility for the information contained in this Letter of Offer and Form of Acceptance-cum-Acknowledgement. All information contained in this document is as on the date of the Public Announcement, unless stated otherwise.

The Acquirer, including PACs, shall be severally and jointly responsible for ensuring compliance of the Regulations.

Mr. Ghanshyam Sarda has been authorised by the Board of Directors of KCL, Mr. Chain Roop Giya has been authorised by the Board of Directors of SJCPL, Mr. S. Banerjee and Mr. S. Ramalingam have been severally authorised by the Board of Directors of SBL, Mr. Govind Sarda has been authorised by the Board of Directors of SDPL, Mr. Manoj Baid has been authorised by the Board of Directors of NVPL, Mr. N.K. Saraf has been authorised by the Board of Directors of RFCPL, Mr. Ashwin Mehta and Mr. Sanjay M. Bavishi have been severally authorised by the Board of Directors of PCL to be the Authorised Signatories to the Letter of Offer.

By the Order of the Board for Kolmak Chemicals Ltd.

Sd/-

Authorised Signatory

By the Order of the Board for Namokar Vinimay Pvt. Ltd.

Sd/-

Authorised Signatory

By the Order of the Board for Super Jupiter Courier Pvt. Ltd.

Sd/-

Authorised Signatory

By the Order of the Board for Remarkable Fiscal Company Pvt. Ltd.

Sd/-

Authorised Signatory

By the Order of the Board for Sun Biotechnology Ltd.

Sd/-

Authorised Signatory

By the Order of the Board for Pilot Consultants Ltd.

Sd/-

Authorised Signatory

By the Order of the Board for Suparshwa Distributors Pvt. Ltd.

Sd/-

Authorised Signatory

Place: Kolkata

Date: November 2, 2002

Enclosed: 1. Form of Acceptance-cum-Acknowledgement

2. Transfer Deed (for shares held in physical form)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form with enclosures to the Registrar to the Offer at their address given overleaf)

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

(All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)

Folio No./DP ID Client ID	S.No.	No. of Shares held		OFFER OPENS ON : November 7, 2002
				OFFER CLOSES ON : December 6, 2002

From

Name:

Full Address:

Tel No.: Fax No.: E-mail:

To,

KOLMAK CHEMICALS LIMITED

C/o Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, 2^nd Floor

Kolkata – 700 001

Dear Sir/Madam,

Sub: Open Offer for purchase of 22,00,410 fully paid up equity shares of BSL Limited(BSL) representing 30% of its voting share capital at an Offer Price of Rs.80/- per fully paid-up equity share by Kolmak Chemicals Limited

I/We refer to the Letter of Offer dated November 2, 2002 for acquiring the equity shares held by me/us in BSL.

I/We, the undersigned, have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

SHARES HELD IN PHYSICAL FORM
I/We, accept the Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below.
S.No.	Certificate No.	Distinctive Nos.		No. of Shares
S.No.	Certificate No.	From	To



Total number of equity shares

Please attach an additional sheet of paper and authenticate the same if the above space is insufficient.

SHARES HELD IN DEMATERIALISED FORM
I/We, holding shares in dematerialised form, accept the Offer and enclose photocopy of the Delivery Instructions duly acknowledged by DP in respect of my equity shares as detailed below.
DP Name	DP ID	Client ID	No. of Shares	Name of Beneficiary

I/We have done an off market transaction for crediting the shares to the special depository account with Shree Bahubali International Ltd. in National Securities Depository Limited styled " Maheshwari Datamatics Pvt. Ltd. - BSL Open Offer Account” whose particulars are:

DP Name:

Shree Bahubali International Ltd.

DP ID:

IN300773

Client ID:

10084619

Shareholders having their beneficiary account with CDSL have to use inter-depository slip for purpose of crediting their shares in favour of the special depository account with NSDL.

Enclosures (Please tick as appropriate) (Refer Paragraph 7 of the Letter of Offer):
€ Power of Attorney	€ No Objection Certificate & Tax Clearance Certificate under Income-tax Act, 1961, for NRIs/OCBs/Foreign Shareholders as applicable.
€ Death Certificate/ Succession Certificate	€ Corporate authorization in case of Companies along with Board Resolution and Specimen Signatures of Authorised Signatories
€ Others (please specify): ___________

I/We confirm that the equity shares of BSL, which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by the Registrar to the Offer until the time the Acquirer/PACs pay the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer/PACs will pay the purchase consideration only after verification of the documents and signatures.

I/We note and understand that the Shares would lie in the Special Depository Account until the time the Acquirer/PACs make payment of purchase consideration as mentioned in the Letter of Offer.

I/We authorise the Acquirer/PACs to accept the shares so offered which it may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/we further authorise the Acquirer/PACss to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted.

The Permanent Account No. (PAN/GIR No.) allotted under the Income Tax Act, 1961 is as under.

	1st Shareholder	2nd Shareholder	3rd Shareholder
PAN/GIR No.

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Folio No./DP ID Client ID	S. No.	Acknowledgement Slip (BSL-OPEN OFFER)
Received from Mr./Ms. _______________________________________		Signature of Official and Date of Receipt
Address:_____________________________________________________
Number of certificate(s) enclosed _________ Certificate Numbers __________
Total number of Share(s) enclosed _____________

Note : All future correspondence, if any, should be addressed to Registrar to the Offer

I/We authorise the Acquirer to send by Registered Post/Speed Post/UCP the draft/cheque, in settlement of the amount to the Sole/First Holder at the address mentioned above.

Yours faithfully,

Signed and Delivered:

	Full Name(s) of the Holders	Signature(s)
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

Note: In case of joint holdings, all holders must sign. A Corporation must affix its rubber stamp.

Place : Date :

So as to avoid fraudulent encashment in transit, the shareholder(s) may provide details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly.

*Name of the Bank _______________*	*Branch _________________*	*City __________*
*Account Number ________________*	*Savings/Current/Others (please specify) ______________*

INSTRUCTIONS

1. In the case of dematerialised shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account, before the closure of the Offer. The Form of Acceptance-cum-Acknowledgement of such dematerialised shares not credited in favour of the special depository account, before the closure of the Offer will be rejected.

2. Shareholders should enclose the following

I) For Equity shares held in dematerialised form :- Beneficial owners should enclose:

· Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository Participant (DP).

· Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP.

II) For Equity shares held in physical form

Registered Shareholders should enclose:

· Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates.

· Original Share Certificate(s)

· Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with BSL and duly witnessed at the appropriate place. Attestation, where required (thumb impressions, signature difference, etc.) should be done by a Magistrate, Notary Public or Special Executive Magistrate or a Similar Authority holding a Public Office and authorised to use the seal of his office or a member or a recognised stock exchange under their seal of office and membership number or manager of the transferor's bank.

Unregistered owners should enclose

· Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein.

· Original Share Certificate(s)

· Original broker contract note

· Valid Share Transfer form(s) as received from the market & executed as the proposed transferee.

· Valid Share Transfer form duly signed as transferor by all the proposed transferees and witnessed at the appropriate place.

The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirer as buyer will be filled by the Acquirer upon verification of the Form of Acceptance-cum-Acknowledgement and the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance.

3. The share certificate(s) share transfer form(s) and the Form of Acceptance-cum-Acknowledgement should be sent only to the Registrar to the Offer and NOT to the Manager to the Offer or the Acquirer or PACs or BSL.

4. Shareholders having their beneficiary account in CDSL have to use "INTER DEPOSITORY DELIVERY INSTRUCTION SLIP" for the purpose of crediting their shares in the favour of the special depository account with NSDL.

5. Non-resident shareholders should enclose a copy of the permission received from RBI for the equity shares held by them in BSL. If, the shares are held under General Permission of RBI the non resident shareholder should state that the shares are held under General Permission and whether on repatriable basis or non-repatriable basis.

6. Non resident shareholders should enclose No objection certificate/Tax Clearance certificate from the Income Tax Authorities under Income Tax Act, 1961, indicating the tax to be deducted by the Acquirer before remittance of consideration otherwise tax will deducted at marginal rate as may be applicable to the category of the shareholder on the consideration payable by the Acquirer.

	City	Address of Collection Centre		Telephone No.	Fax No.	Contact Person	Mode of Delivery
	Kolkata	M/s. Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor Kolkata – 700 001 Email: mdpl@cal.vsnl.net.in		(033) 2435029 or 2435809	(033) 2484787	Mr.S. Rajagopal	Registered Post/ Courier or Hand Delivery
	New Delhi	M/s Maheshwari Datamatics Pvt. Ltd. C/o Tetris Infotech Ltd. 70, Golf Link New Delhi – 110 003		(011) 4629876	(011) 4629879	Mr. S. Sukumar	Hand Delivery
*Business Hours*			Monday to Friday: 10.00 A.M. to 5:00 P.M. Saturdays: 10:00 A.M. to 2:00 P.M.
*Holidays*			Sundays and Bank Holidays

Applicants who cannot hand deliver their documents at the Collection Centres, may send their documents only by Registered Post, at their own risk, to the Registrar at Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor Kolkata – 700 001 so as to reach the Registrar on or before the closure of the Offer.

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All queries in this regard to be addressed to Registrar to the offer at the following address quoting your Reference Folio No./DP ID./Client ID.

Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, 2^nd Floor, Kolkata – 700 001,
Tel: (033) 2435029/2435809, Fax: (033) 2484787, Email: mdpl@cal.vsnl.net.in

Offer Time Table

Offer Opens on: November 7, 2002 Offer Closes on: December 6, 2002

The Acquirer along with the PACs hold 8,69,681 equity shares representing 11.86% of the equity share capital of BSL as on the date of this Letter of Offer, as detailed below:

3.2 Super Jupiter Courier Pvt. Ltd. (“SJCPL”)

3.3 Sun Biotechnology Ltd. (“SBL”)

3.4 Suparshwa Distributors Pvt. Ltd. (“SDPL”)

3.5 Namokar Vinimay Pvt. Ltd. (“NVPL”)

3.6 Remarkable Fiscal Company Pvt. Ltd. (“RFCPL”)

Reasons for the Acquisition/Offer and Future Plans

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

Acknowledgement Slip