INDEX

Sr. No.	Subject	Page No.
1.	Disclaimer clause	2
2.	Details of the offer	2
3.	Background of the Acquirer/PDACs	5
4.	Delisting option to Target Company/JSL	5
5.	Background of the Target Company/ JSL	5
6.	Offer Price and Financial Arrangement	9
7.	Terms & Conditions of the offer	10
8.	Procedure for acceptance and settlement	10
9.	Documents for inspection	13
10.	Declaration by the Acquirer	13

DEFINITIONS

Acquirer	:	Mr. Saurabh Tayal
Date of Public Announcement	:	06/01/2003
Letter of Offer/LOO	:	This Letter of Offer dated 15/02/2003
Persons Eligible to participate in the Offer	:	Shareholders of Jaybharat Sarees Limited. (other than �Acquirer� and his other family members) whose names appear on the Register of Members of Jaybharat Sarees Limited at the close of business hours on 05/02/2003 (the �Specified Date�) and also those persons who own the shares at any time prior to the closure of the offer, but are not the registered shareholders.
SEBI	:	Securities and Exchange Board of India
Specified Date	:	05/02/2003
The Regulations / SEBI (SAST) Regulations 1997	:	Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 and subsequent amendments thereof.
Target Company or JSL	:	Jaybharat Sarees Limited
Manager to the Offer/ Merchant Banker	:	Keynote Corporate Services Ltd.
Registrar to the Offer	:	Mondkar Computers Pvt. Ltd.

1. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF JAYBHARAT SAREES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES HIS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER KEYNOTE CORPORATE SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 20/01/2003 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

2. DETAILS OF THE OFFER

2.1 Background of the offer

a. The open offer to the equity shareholders of Jaybharat Sarees Limited (JSL) (other than the �Sellers�) is being made pursuant to Regulation 10 read with Regulation 12 of SEBI (SAST) Regulations 1997 i.e. for substantial acquisition of shares leading to a change in control of the Company.

b. Mr. Saurabh Kumar Tayal (hereinafter referred to as the �Acquirer�) and other family members namely Ms. Vandana Tayal, Ms. Neena Tayal and Ms. Jyotika Tayal (hereinafter referred to as the �Persons Deemed to be Acting in Concert� or �PDACs�)acquired 24,530 equity shares of Jaybharat Sarees Limited (hereinafter referred to as the �Target Company� or �JSL�) representing 9.85% of paid up equity share capital/voting rights at a price of Rs. 10/- per equity share vide agreement dated 15/11/2001 from Mr. Jitendra Kumar Arya, Sabita Arya, Shruti Arya & Swati Arya as follows :

Transferee

Transferor

No. of Shares

% of paid up capital of JSL

Saurabh Tayal

Address

Flat No. 22, N.C.P.A., Nariman Point, Mumbai- 400 021,

Jitendra Arya

Address

102, Presidency Co-op Housing Society Ltd., Ghod Dod Road, Surat, Gujarat

1,000

0.40

Vandana Tayal

Address

Flat No. 22, N.C.P.A., Nariman Point, Mumbai- 400 021,

Jitendra Arya

Sabita Arya

Address

102, Presidency Co-op Housing Society Ltd., Ghod Dod Road, Surat, Gujarat

4,490

1,760

1.80

0.71

Transferee	Transferor	No. of Shares	% of paid up capital of JSL
Neena Tayal Address Flat No. 22, N.C.P.A., Nariman Point, Mumbai- 400 021.	Shruti Arya Address 102, Presidency Co-op Housing Society Ltd., Ghod Dod Road, Surat, Gujarat	7,500	3.01
Jyotika Tayal Address Flat No. 23, N.C.P.A., Nariman Point, Mumbai- 400 021	Swati Arya Sabita Arya Address 102, Presidency Co-op Housing Society Ltd., Ghod Dod Road, Surat, Gujarat	3,400 6,380	1.37 2.56
Total		24,530	9.85

Mr. Saurabh Tayal and his nominees Mr. Paresh Soni & Mr. Anil Rao were appointed as additional directors in the Target Company on 4/12/2001.

c. Acquirer along with other family members made a further acquisition of 1,17,440 equity shares of Rs. 10/- each of JSL from Jitendra Kumar Arya & family at a price of Rs. 10/- per share as follows :

Transferee	Transferor	No. of Shares	% of paid up capital of JSL	Date of Agreement
Saurabh Tayal Address Same as mentioned in �b� above	Jitendra Arya Address Same as mentioned in �b� above	25,500	10.24	15/12/2001
Vandana Tayal Address Same as mentioned in �b� above	Surubhi Arya Sabita Arya Address Same as mentioned in �b� above	4,500 17,870	1.80 7.18	27/03/2002
Neena Tayal Address Same as mentioned in �b� above	Jitendra Arya Address Same as mentioned in �b� above	23,200	9.31	15/12/2001
Jyotika Tayal Address Same as mentioned in �b� above	Jitendra Arya Jitendra Arya (HUF) Address Same as mentioned in �c� above	4,420 12,750	1.78 5.12	15/12/2001
Bhawana Tayal Address 101, Happy House, Tata Press Lane, Prabhadevi, Mumbai � 400 025	Jitendra Arya Address Same as mentioned in �b� above	29,200	11.73	15/12/2001
Total		1,17,440	47.16

d. The other family members of Mr. Saurabh Tayal namely Ms. Vandana Tayal, Ms. Neena Tayal, Ms. Bhawana Tayal and Ms. Jyotika Tayal will be hereinafter referred to as the �Persons Deemed to be Acting in Concert� or �PDACs� for the purpose of this open offer. However they are not acquiring any equity shares of JSL in this offer.

e. The Directors representing earlier promoters resigned from the Board of Directors on 10/05/2002. Thus as on date the Acquirer along with the PDACs holds 1,41,970 equity shares representing 57.01% of the paid up equity share capital of JSL.

f. In terms of the SEBI (SAST) Regulations, 1997 (hereinafter referred to as �Regulations�) Acquirer was required to make a public announcement and comply with various provisions of Regulations consequent to change in management as well as substantial acquisition of voting rights in JSL. However Acquirer desirous of complying with various provisions of regulations is now making a public announcement under regulation 10 read with regulation 12 taking the date of appointment of the Acquirer on the Board of Directors of JSL i.e. 4/12/2001 as a reference date for calculation of the offer price. Acquirer will pay interest @15% p.a. for the delayed period.

The liability to pay interest commences from 04/04/2002 i.e. 120 days from 04/12/2001 the date of triggering of the Regulations. The interest @ 15% p.a. to be paid to the shareholders for the delayed period from 04/04/2002 works out to Rs. 2/- per equity share. However the Acquirer is paying Rs. 2.50 per share as the interest considering the period from 04/12/2001 till the last date for despatch of consideration in terms of this offer.

In view of the delay in adhering to the provisions of Chapter III of the Regulations, the Acquirer, has voluntarily paid an amount of Rs.5.00 Lacs to SEBI, being the penalty in terms of Section 15H of the SEBI Act for non compliance of Regulation 15 of the Regulations.

g. The Acquirer, the PDACs, the Sellers and the Target company have not been prohibited by Securities and Exchange Board of India from dealing in securities in terms of section 11B of SEBI Act or under any of the regulations made under the SEBI Act.

h. The Sellers, i.e. Mr. Jitendra Kumar Arya and family have complied with the provisions of Chapter II of the SEBI (SAST) Regulations, 1997

2.2 Details Of The Proposed Offer

a. The Acquirer has announced his intention to make a public offer to the existing shareholders of JSL through a public announcement which was published on 06/01/2003 in compliance with Regulation 10 read with Regulation 12 of the Regulations in all editions of �Free Press Journal� being English National Daily, �Jansatta�, being Hindi National Daily and �Loksatta - Jansatta�, being regional language daily (Gujarati) where registered office of JSL is located. A copy of the Public Announcement is also available on the SEBI website at http://www.sebi.gov.in/

The Acquirer announces an offer under the Regulations, to acquire by tender upto 49,800 fully paid-up equity shares of Rs.10/- each of JSL representing 20% of its paid up equity share capital from the shareholders of JSL (other than Sellers) on the terms and subject to the conditions set out in this Letter of Offer, at a price of Rs. 14.50 per fully paid-up equity share (the �Offer Price�) payable in cash (the �Offer�) (Offer Price of Rs.12/- per share and an interest component amounting to Rs.2.50 per share). There are no partly paid-up shares of JSL.

b. The equity shares of JSL are listed on The Stock Exchange, Mumbai (BSE). The equity shares of JSL are infrequently traded on BSE in terms of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997.

c. The equity shares of JSL to be acquired, pursuant to the Offer, shall be free from all liens, charges and encumbrances and together with all rights attached thereto, including the rights to all dividend or other distributions hereinafter declared, made or paid.

d. The offer to the equity shareholders of JSL is not subject to any minimum level of acceptance.

2.3 Object of the Offer

a) The Acquirer, Mr. Saurabh Tayal, is the son of Mr. P. K. Tayal who is the Chairman of The Bank of Rajasthan Ltd. Mr. Saurabh Tayal is entering into the business of textiles through the said acquisition. The Acquirer is considering the proposal for expansion and diversification of the activities of the company.In view of this the company has altered the main object clause of its Memorandum of Association to enable the company to diversify its operations in the area of Bio-technology. The Acquirers intends to further develop and expand the activities of JSL through better managerial inputs and proposes to undertake financial and business restructuring.

b) Consequent to change in management and substantial acquisition of voting rights in JSL, in terms of the Regulations Acquirer was required to make a public announcement and comply with various provisions of the Regulations. However, Acquirer desirous of complying with various provisions of regulations is now making a public announcement under regulation 10 read with regulation 12 taking the date of appointment of the Acquirer on the Board of Directors of JSL i.e. 4/12/2001 as the reference date for calculation of the offer price.

c) Acquirer does not have any plan to dispose off or otherwise encumber any of the assets of JSL except with the prior approval of the shareholders of JSL.

3. BACKGROUND OF ACQUIRER

Mr. Saurabh Tayal, aged 21 years, residing at Flat no. 22, NCPA, Nariman Point, Mumbai � 400021 is the son of Mr. Pravin Kumar Tayal who is the Chairman of The Bank of Rajasthan Ltd. He is a commerce graduate and has an experience in the field of finance. M/s B. M. Gattani & Co. (Membership No.47066) having their office at 9-B, Sane Building, 2^nd Floor, Nanabhai Lane, Fort, Mumbai - 400001 has certified vide their certificate dated 19/12/2002 that Mr. Saurabh Tayal has immediate access to liquid assets of atleast a sum of Rs.80.00 lacs as on date. Mr. Saurabh Tayal is currently holding 26,500 equity shares of Rs. 10/- each representing 10.64% of the paid up capital of JSL and is the Chairman of JSL.

Mr. Saurabh Tayal is also on the Board of KSL and Industries Ltd. He is also a partner in the firm Shree Ganesh Knitting & Manufacturing Mills.

The Acquirer has complied with provisions of Chapter II of SEBI (SAST) Regulations, 1997.

Background of PDACs

Ms. Vandana Tayal (aged 44 years),mother of Mr. Saurabh Tayal, is a graduate. She is a housewife and is not a director in any listed company .Ms. Neena Tayal (aged 20 years), sister of Mr. Saurabh Tayal, is a student. She does not hold directorship in any listed company. Ms. Bhawana Tayal, (aged 41 years ), Aunt of Mr. Saurabh Tayal, is a graduate. She is a housewife and is not a director in any listed company. Ms. Jyotika Tayal (aged 34 years), Aunt of Mr. Saurabh Tayal, is a graduate.She is a housewife and is not a director in any listed company.

The above persons have acquired the equity shares of JSL in order to assist the Acquirer in the substantial acquisition of shares of the company. They are not acquiring any shares in this open offer to the shareholders of JSL and hence for the purpose of the open offer they are deemed to be acting in concert with the Acquirer

4. Delisting option to JSL

Pursuant to this offer the public shareholding will not be reduced to 10% or less of the voting capital of JSL, and therefore the provisions of regulation 21(3) of the regulations do not apply.

5. Background of Target Company/JSL

a) Jaybharat Sarees Ltd. was incorporated as public limited company in the name of Classic Synthetics & Silk Mills Ltd. on 21/02/1985 under the Companies Act, 1956 and subsequently changed its name to Jaybharat Sarees Ltd. on 10/05/1989. The registered office of the Company was changed from Rushab Textile Tower, Ring Road, Surat � 395002, Gujarat to Near Deli Village, Sanjan Road, Bhilad, Valsad, Gujarat w.e.f. 04/12/2001.

b) The Company is presently engaged in business of textile production. The main objects of the Company were altered vide resolution passed at an EGM dated 15/04/2002 to enable the Company to diversify its operations into Bio-technology.

c) The issued and subscribed share capital of the Company comprises of 2,49,000 equity shares of Rs. 10/- each aggregating to Rs. 24.90 lacs.

Paid up equity share capital of the Company	No. of shares / voting rights	% of shares / voting rights
Fully paid up equity shares	2,49,000	100
Partly paid up equity shares	NIL	NIL
Total paid up equity shares	2,49,000	100
Total voting rights in the Target Company	2,49,000	100

There are no partly paid up shares in the Company.

d) There are no outstanding instruments in the nature of warrants / fully convertible debentures / partly convertible debentures etc. which are convertible into equity at any later date. There are no shares under lock-in period. There has been no merger / demerger or spin off in the Company during the past three years.

e) The composition of the Board of Directors as on the date of Public Announcement (06/01/2003) is as follows:

Name	Designation	Address
Mr. Saurabh Tayal	Chairman	Flat No.22, NCPA, Nariman Point, Mumbai- 400021
Mr. Paresh Soni	Director	Krishna House, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai � 400013.
Mr. Anil Rao	Director	208/C, Prakash Nagar, Mogul Lane, Mahim, Mumbai �400016
Mr. Akhilesh Kumar Vora	Director	C/o. J.C. Vora 47, Shivsadan Nagarvas, Nagarwas, Ratlam (M.P.)
Mr. Rajshekhar Ganiger	Director	Banagar Galli, Gokak, Dist-Belgum, Gokak, Dist � Belgum, Karnataka � 591307.
Mr. Anil Kumar Dubey	Director	Bldg. No. D-1, Flat No. 13, Ambika Park, Lavacha, Vapi, Silvassa Road, Silvassa
Mr. Subhash Chandra Nigam	Director	Village-Nayarar, Post � Khairgarh , Dist � Firozabad, (U.P.)
Mr. Suresh Dattu Patil	Director	A/P � Kapuskhed , Tal � Walwa, Tal � Walwa, Dist � Sangli 415409
Mr. Unnikrishnan Menon	Director	D- 136, Happy Home, Sector � 26, Sector � 26, Vashi, Vashi, Navi Mumbai � 400705.
Mr. Pravin Sharma	Director	Type V/4, S.P.M. Colony, Hoshangabad (M.P.) � 461005.
Mr. Dhananjay Kandhare	Director	Jambali Maidan, BDD Chawl No. 32/45, Worli, Mumbai � 400018.
Mr. Pramod Patil	Director	5/6, Spring Mill Compound, G.D. Ambedkar Road, Naigaon, Dadar, Mumbai � 400014.

f) The equity shares of JSL are listed on the Stock Exchange, Mumbai (BSE). The equity shares of JSL are infrequently traded on the BSE in terms of explanation (i) Regulation 20(5) of the SEBI (SAST) Regulations, 1997. The Company has not been regular in complying with the provisions of the listing agreement entered into with the BSE. The equity shares of the company were suspended from trading on BSE for non-compliance with the clauses of the listing agreement regarding intimation of dates of closure of register of members & Record Date to the Exchange. The Company was allowed to resume trading by the exchange w.e.f. 10/10/2001. The equity shares are currently being traded in the �Z� category on trade-to-trade basis on the BSE.

g) The Company has not complied with the provisions of Chapter II of the SEBI (SAST) Regulations, 1997. However the company is initiating steps to comply with the provisions in terms of the SEBI Regularisation Scheme, 2002.

h) The brief audited financials of the Company for the past three years & un-audited results for half year ended 30/09/2002 are as follows:

(Rs. in lacs)

Profit & Loss Account (for the period ended 31^st March)	1999-2000	2000-2001	2001-2002	Unaudited Results for 6 months Ended 30/09/2002 As Published
Income from operations	213.68	179.19	25.50	75.64
Other income	0.24	0.15	-	-
Increase/(Decrease) in stocks	10.82	(38.98)	-	-
Total	224.74	140.36	25.50	75.64
Expenditure	220.07	131.81	21.11	73.43
Profit/ (Loss) before Interest, Depreciation & Tax	4.67	8.55	4.39	2.21
Interest	2.29	6.97	3.38	-
Depreciation	1.09	0.98	-	-
Profit / (Loss) Before Tax	1.29	0.60	1.01	2.21
Provision for Taxation	0.50	0.20	0.38	-
Short Provision of I.T.	(0.09)	0.22	0.12	-
Profit / (Loss) After Tax	0.88	0.18	0.51	2.21

(Rs. in Lacs)

Balance Sheet As on 31^stMarch (Audited)	1999-2000	2000-2001	2001-2002
Sources of funds
Paid up share capital	24.90	24.90	24.90
Reserves and Surplus (excluding revaluation reserves)	3.80	3.98	4.50
Networth	28.70	28.88	29.40
Share Application	0.70	0.70	-
Revaluation Reserves	-	-	-
Secured loans	31.01	48.36	-
Unsecured loans	-	-	-
Total	60.41	77.94	29.40
Use of funds
Net fixed assets	3.90	2.92	-
Investments	4.90	4.90	-
Net current assets	51.61	70.12	29.40
Total miscellaneous expenditure not written off	-	-	-
Total	60.41	77.94	29.40

Other Financial Data	1999-2000	2000-2001	2001-2002
Dividend (%)	-	-	-
Earning Per Share (Rs.)	0.35	0.07	0.21
Return on Networth (%)	3.08	0.63	1.74
Book Value Per Share (Rs.)	11.53	11.60	11.81

i) The Acquirer, Mr. Saurabh Kumar Tayal and his nominees were inducted into the Board of Directors of JSL on 04/12/2001. Subsequently the original promoters / directors of JSL have resigned from the Board on 10/05/2002. Mr. Saurabh Tayal, Mr. Paresh Soni and Mr. Anil Rao, have recused themselves in terms of regulation 22(9) of the Regulations and have undertaken not to participate in any matter concerning or relating to the offer.

j) Pre and Post- Offer shareholding pattern of the Target Company is as follows:

Shareholder�s category	Shareholding & voting rights prior to the agreement/ acquisition and offer. (A)		Shares / voting rights agreed to be acquired which triggered off the Regulations. (B)		Shares/voting rights to be acquired in open offer (Assuming full acceptances) (C)		Share holding / voting rights after the acquisition and offer (A)+(B)+(C) (D)
	No.	%	No.	%	No.	%	No.	%
1. Promoter Group
a) Parties to agreement, if any - Jitendra Kumar Arya - Jitendra Kumar Arya (HUF) - Surubhi J. Arya - Sabita Arya	82320 12750 4500 17870	33.06 5.12 1.81 7.18	- -	- -	- -	- -	- -	- -
b) Promoters other than above	-	-	-	-	-	-	-	-
Total (a + b)	117440	47.17	-	-	-	-	-	-
2. Acquirer /Persons deemed to be PAC�s Main Acquirer � Mr. Saurabh Tayal	1000	0.40	25500	10.24	49,800	20.00	76300	30.65
Other family members deemed to be acting in concert.* � Neena Tayal � Bhawana Tayal � Jyotika Tayal � Vandana Tayal	7500 - 9780 6250	3.01 - 3.93 2.51	23200 29200 17170 22370	9.32 11.73 6.90 8.98	- - - -	- - - -	30700 29200 26950 28620	12.33 11.73 10.82 11.49
Total	24530	9.85	117440	47.17	49800	20.00	191770	77.02
3. Parties to agreement other than (1) (a) & (2)	-	-	-	-	-	-	-	-
4. Public {Other than 1 to 3}	107030	42.98	-	-	-	-	57230	22.98
Total (1+2+3+4)	249000	100.00	117440	47.17	49800	20.00	249000	100.00

* The other family members of Acquirer are considered as Persons Deemed to be Acting in Concert. However they are not acquiring any shares under the said offer.

6. OFFER PRICE AND FINANCIAL ARRANGEMENT

i. Justification of Offer Price:

Mr. Saurabh Tayal alongwith PDACs had acquired 24,530 equity shares of JSL representing 9.85% of paid up equity share capital/voting rights of the Company vide agreement dated 15/11/2001 and additional directors representing the Acquirer were appointed on the Board of the target Company on 04/12/2001. Hence 04/12/2001 is considered as the reference date for the purpose of calculation of the offer price in terms of the Regulations.

The equity shares of JSL are listed on The Stock Exchange, Mumbai (BSE). Since there is no trading in the equity shares of the Company on BSE for the past 5 years, the annualised trading turnover of the equity shares of the company considering 04/12/2001 as the reference date is nil. Hence the equity shares of JSL are infrequently traded on the BSE in terms of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997.

The Offer Price of Rs. 14.50 per fully paid up share has been calculated taking into account the offer price of Rs. 12/- per share (Base Price) and Rs. 2.50 per share being interest thereon @15% p.a.

The Base price of Rs.12/- per share, has been determined as per Regulation 20(5) of the Regulations taking into account the following factors:

The negotiated price under the Agreements between Sellers & Acquirer

Rs. 10/-per share

ii.

Highest price paid by the Acquirer for acquisition, if any including by way of allotment in a public or rights or preferential issue, if any, during the twenty-six weeks period prior to the date of Public Announcement.

Not Applicable

iii.

Other parameters as per audited results of JSL for the year ended 31/03/2001

EPS

RONW

BV per share

Rs. 0.07

0.63%

Rs.11.60

There has been no trading in equity shares of JSL on BSE during the period of past 5 years. As a result, Price/Earning ratio has not been computed and may not be relevant.

The Base Price of Rs.12/- is higher than the price paid by the Acquirer for acquisition of the equity shares under the agreements disclosed under 2.1(a) & (b) of this Letter of Offer. The Base Price of Rs. 12/- is also more than the Book Value per share of the company.

Taking the above factors into consideration the Base Price of Rs.12/- per share is justified. An amount of Rs. 2.50 per share is added to the Base Price to arrive at the offer price of Rs. 14.50 per equity share of JSL. The reference date for calculation of interest should be 04/04/2002 i.e. date by which payment to the shareholders of JSL should have been made under the Regulations.However, the Acquirer is paying Rs. 2.50 per share as the interest considering the period from 04/12/2001, the date of triggering the Regulations, till the last date for despatch of consideration in terms of this offer.

If the Acquirer or the PDACs acquire shares of JSL after the date of Public Announcement upto 7 working days prior to the closure of the offer at a price higher than the offer price, then the highest price paid for such acquisition will be payable for all the shares tendered in the offer and accepted under the offer.

ii. Financial Arrangements:

a) The total funds required to implement the offer are Rs. 7,22,100/-(Rupees Seven Lacs Twenty Two Thousand and One Hundred Only). The Acquirer has deposited a sum of Rs. 2,00,000/- (Rupees Two Lacs Only) being 27.70% which is more than 25% of the total consideration payable in an Escrow Account in terms of Regulation 28 with The Bank of Rajasthan Ltd., Fort, Mumbai Branch in the form of Fixed Deposit. The Acquirer has duly authorized the Merchant Banker to realise the value of the Escrow Account in terms of the Regulations. The offer will be implemented through internal resources of the Acquirer and not through loans from banks / financial institutions or through foreign resources i.e. from Non-resident Indian or otherwise.

b) Mr. B.M. Gattani & Co., Chartered Accountants (Membership No. 47066) having their office at 9-B, Sane Building, 2^nd Floor, Nanabhai Lane, Fort, Mumbai � 400001 have certified vide their certificate dated 19/12/2002 that Mr. Saurabh Tayal has immediate access to liquid assets of atleast a sum of Rs. 80 lacs which can be used, if found fit by him, for the acquisition. The networth of Mr. Saurabh Tayal as on 31/03/2002 is Rs.289.07 lacs.

c) The Manager to the Offer is satisfied about the ability of the Acquirer to implement the offer as firm financial arrangement though verifiable means are in place to fulfill the offer obligation.

7. TERMS AND CONDITIONS OF THE OFFER

a) Eligibility for accepting the Offer: The offer is being made to the equity shareholders of JSL (other than �Acquirer� and �other family members�) whose names appear on the Register of the Members of JSL at the close of business hours on 05/02/2003 (the �Specified Date�) and also to those persons who own the equity shares at any time prior to the closure of the offer, but are not the registered equity shareholders.

b) Statutory Approvals: As on the date no approvals, statutory or otherwise, are required under the Companies Act 1956, Monopolies and Restrictive Trade Practices Act, 1969, the Foreign Exchange Management Act. 1999 and /or any other applicable laws and from any bank and/ or financial institutions for the said acquisition.

c) Subject to the conditions governing this Offer as mentioned in the Letter of Offer, the acceptance of this offer by the equity shareholders of JSL must be absolute and unqualified. Any acceptance to this offer which is conditional and incomplete in any respect will be rejected without assigning any reason whatsoever.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

8.1 Procedure for accepting the offer by eligible persons

The equity shareholders of JSL who qualify and who wish to avail of this Offer (hereinafter referred to as �Acceptor�) will have to deliver the relevant documents as mentioned at point (a), (b), and (c) below as applicable to the Registrar to the Offer at the address mentioned below:

Address

Working days & Timings

Mode of Delivery

Mondkar Computers Pvt. Ltd.

21, Shakti Niwas,

Mahakali Caves Road,

Andheri (E), Mumbai � 400093.

Monday to Friday

10.00 a.m. to 4.00 p.m.

Saturday

10.00 a.m. to 1.30 p.m.

Registered Post / Hand Delivery

a) For equity shares held in dematerialized form:

The equity shares of JSL are available for trading in physical form and not in dematerialised form. However, JSL has entered into a tripartite agreement with CDSL (Depository) and Mondkar Computers Pvt. Ltd. ( Registrar and Transfer Agent) and obtained ISIN No. INE091E01013. A Special Depository Account has been opened with Keynote Capitals Ltd. (DP) in the name and style of �Mondkar Computers Pvt. Ltd. - Special Depository Account � Jaybharat Sarees Ltd. � Open Offer� for those shareholders who wish to tender their shares in dematerialized form. Equity Shareholders holding the shares in dematerialized form will have to deliver the following documents:

i. Form of acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository.

ii. Photocopy of the delivery instruction slip in �off-market� mode or counterfoil of the delivery instruction slip in �off-market� mode, duly acknowledged by the relevant Depository Participant (DP).

iii. For each delivery instruction the beneficial owner should submit separate Form of Acceptance.

iv. The details of the special depository account opened for this purpose are as under:

Name of Depository	CDSL
DP Name	Keynote Capitals Ltd.
DP ID	24300
Beneficiary ID	1202430000002114
Beneficiary	�Mondkar Computers Pvt. Ltd. - Special Depository Account � Jaybharat Sarees Ltd. � Open Offer�

Equity shareholders having their beneficiary account in National Securities Depository Limited (NSDL) will have to use inter depositary delivery instructions slip for the purpose of crediting their equity shares in favour of the special depository account opened for this purpose.

b) For equity shares held in physical form

Registered equity shareholders should enclose:

i. Form of Acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein, by all equity shareholders whose name appears on the share certificates.

ii. Original share certificate(s)

iii. Valid share transfer form(s) duly signed as transferors by all registered equity shareholders (in case of joint holdings), in the same order and as per the specimen signatures registered with and duly witnessed at the appropriate place.

c) Unregistered owners of equity shares should enclose:

i. Form of acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein.

ii. Original share certificate(s)

iii. Original broker contract note of a registered broker of a recognized stock exchange.

iv. Valid share transfer form(s) as received from the market. The details of the buyer should be left blank. If the details of the buyer are filled in, the tender will not be valid under the offer. Acquirer�s name will be subsequently filled in upon verifying the validity of the share transfer form.

v. No indemnity is needed from unregistered equity shareholders.

vi. Persons who have sent their shares for transfer or dematerialisation shall be suitably intimated of the ongoing offer and they may also apply in the said offer on plain paper as per the procedure for unregistered shareholder.

Where the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired by Acquirer, Acquirer will accept the shares received from the share holders on a proportionate basis, in consultation with the Manager to the Offer taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots, provided that acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than the marketable lot. Shares not accepted under the offer will be returned to the shareholders / applicants at their sole risk by Registered post

NO DOCUMENT SHOULD BE SENT TO THE ACQUIRER OR TO THE MANAGER TO THE OFFER OR TO JSL (THE COMPANY)

8.2 OFFER PERIOD

This Offer will remain open on all working days (excluding Public Holidays) between 04/03/2003 to 02/04/2003 (both days inclusive). The equity shareholders of JSL who wish to avail this offer shall be required to send their acceptance in the manner stated above so as to reach the Registrar to the Offer on or before 02/04/2003.

The form of acceptance alongwith the Share Certificate(s) and other documents delivered shall become acceptance on the part of the shareholder, but will become a fully valid and binding contract between shareholder and Acquirer only upon the fulfillment of all conditions mentioned herein.

On fulfillment of the conditions herein mentioned, the Acquirer will pay the Offer price by crossed Account Payee Pay Orders/ Demand Drafts which will be sent by Registered Post to the equity shareholders of JSL, whose acceptance to the offer are accepted by the Acquirer, at the address registered with the Company. The Pay Orders/ Demand Drafts will be drawn in the name of first named shareholder in case of joint shareholding. In case of unregistered owners of the shares, payment will be made as per mandate given by such owner. The unregistered owner may give a mandate for drawing the pay order / demand draft in the name of the person whose bank details may be furnished by him in the Form of Acceptance for incorporating in the Pay Order / Demand Draft.

8.3 WITHDRAWAL OPTION

The equity shareholders who are desirous of withdrawing their acceptances tendered in the offer, can do so upto three working days prior to the date of the closure of the offer i.e. on or before Friday, 28/03/2003. The withdrawal option can be exercised by submitting the �Form of Withdrawal� (separately enclosed with Letter of Offer) to the Registrar to the Offer, Mondkar Computers Pvt. Ltd. so as to reach them on or before 28/03/2003.

In case of non-receipt of �Form of withdrawal�, the withdrawal option can be exercised by making an application on plain paper along with the details such as name, address, distinctive numbers, folio numbers, number of shares tendered, date of tender.The form of withdrawal can also be downloaded from SEBI website http://www.sebi.gov.in/ or obtained the Manager to the Offer or Registrar to the Offer.

8.4 Procedure for acceptance of the offer by the equity shareholders who do not receive the Letter of Offer and procedure for settlement

In case of non-receipt of the offer document, the unregistered equity shareholders who wish to accept the offer should communicate their acceptance in writing on a plain paper stating the name, address, no. of shares held, distinctive numbers, folio number, no. of shares offered to the Registrar to the Offer together with relevant share certificate(s), the transfer deed(s) in case of physical mode / delivery instruction slip in case of dematerialized mode and the original contract note issued by share broker of a recognized stock exchange through whom they acquired the equity shares before the close of the Offer, i.e. 02/04/2003. Such equity shareholders may also download a copy of the form of acceptance cum acknowledgement from SEBI�s website at http://www.sebi.gov.in/ and use the same.

9. GENERAL

a) The Acquirer shall upto 30/04/2003 complete all procedure relating to the offer including payment of consideration to the equity shareholders who have accepted the offer and for the purpose open a Special Account as provided under Regulation 29 of SEBI (SAST) Regulations 1997.

b) The market lot of the equity shares of JSL is 50(fifty). Where the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired by Acquirer, Acquirer will accept the shares received from the share holders on a proportionate basis, in consultation with the Manager to the Offer taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots, provided that acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than the marketable lot. Shares not accepted under the offer will be returned to the shareholders / applicants at their sole risk by Registered post

c) The share certificates tendered by the acceptor would be held in trust by the Registrar to the Offer till the Acquirer complete the offer obligation in term of the Regulations.

d) The instruction, authorization and provisions contained in the form of acceptance cum acknowledgement constitute part of the terms of the Offer.

e) Acquirer is confident of completing all the formalities pertaining to the acquisitions of said equity shares, by 30/04/2003.

f) The Acquirer will be responsible for ensuring compliance with the Regulations.

10. DOCUMENTS FOR INSPECTION

The following documents are regarded as material documents and are available for inspection at the office of the Acquirer at Raghuvanshi Mills Compound, 11/12 Senapati Bapat Marg, Lower Parel (W), Mumbai � 400 013 from 11.00 a.m. to 3.00 p.m. on any working day until the Offer closes.

1. Copy of MOU dated 14/12/2002 between Keynote Corporate Services Ltd., Manager to the Offer and Acquirer

2. Copy of MOU dated 26/12/2002 between Mondkar Computers Pvt. Ltd., Registrar to the Offer and the Acquirer.

3. Memorandum and Articles of Association of JSL.

4. Copies of Annual Report of JSL for the financial years 1999-2000, 2000-01 & 2001-02.

5. Provisional results of JSL for six months ended 30/09/2002.

6. Copy of shareholding pattern of the Company as on 30/09/2002.

7. Agreement dated 15/12/2001 & 27/03/2002 between Sellers & the Acquirer & his family members.

8. Copy of certificate dated 19/12/2002 issued by M/s B. M. Gattani & Co., Chartered Accountant, regarding availability of funds for the offer.

9. Copies of undertaking from Acquirer & Target company.

10. Copy of Public Announcement as published in the newspaper on 06/01/2003.

11. Copy of letter dated 30/12/2002 from Keynote Capitals Ltd., regarding opening of Special Depository Account in the name and style of �Mondkar Computers Pvt. Ltd.- Special Depository Account � Jaybharat Sarees Ltd. � Open Offer�.

12. Copy of Fixed Deposit Receipt issued by The Bank of Rajasthan Ltd. for deposit of Rs.2,00,000/- in terms of the Escrow requirements.

13. Letter No. TO/AS/3392/03 dated 11/02/2003 received from Securities and Exchange Board of India in terms of provisions of Regulation 18(2) of the Regulations.

11. DECLARATION BY THE ACQUIRER

Mr. Saurabh Tayal, the �Acquirer� and the Persons Deemed to be Acting in Concert accept full responsibility for the information contained in the Public Announcement and Letter of Offer and would be severally and jointly responsible for ensuring compliance with the obligations of Acquirer as laid down in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.

Sd/-

Saurabh Tayal

Place : Mumbai

Date :15/02/2003

K E Y N O T E

Activity

Date & Day

INDEX

Terms & Conditions of the offer

DEFINITIONS

Designation

Working days & Timings

Mode of Delivery

Monday to Friday

Saturday

10. DOCUMENTS FOR INSPECTION