LETTER OF OFFER

This Document is Important and requires your Immediate Attention

This Letter of Offer is sent to you as Shareholder(s) of Maximus Steel Manufacturing Limited (MSML). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Merchant Banker/ Registrar to the Offer. In case you have recently sold your shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum acknowledgement and Transfer Deed to the Member of the Stock Exchange through whom the said sale was effected.

a)	Name & Address of the Acquirers Name & Address of the Persons acting in concert (PACs)	Mr. Jayantilal H. Shah, Mrs. Nina Shah Ms. Kinjal Shah D-2, Tulsivihar Building, Dr. A. B. Road, Worli, Mumbai- 400 018. Tel - 24954512 Fax – 24954513 Not Applicable
b)	Name & Address of the registered office of the Target Company.	Maximus Steel Manufacturing Limited (MSML) 205, Arihant, Ahmedabad Street, Carnac Bunder, Mumbai – 400 009 Tel_Fax - 24106450
c)	Number and Percentage of Equity Shares of the Target Company proposed to be Acquired by the Acquirers through the open offer.	7,00,000 equity shares representing 20% of the equity share capital from existing shareholders.
d)	Offer Price & Mode of Payment.	Rs. 10.00 per share payable in Cash.
e)	This Letter of Offer is made pursuant to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof.
f)	The offer is not conditional.
g)	“Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement/Letter of Offer, can withdraw the same upto three working days prior to the date of the closure of the offer” i.e.:November 29, 2003 by filling the withdrawal form attached herewith. The withdrawal form is also available on the SEBI website (www.sebi.gov.in ).
h)	Upward revision of offer, if any, would be informed by way of P.A. on or before November 24, 2003 in respect of such changes in all the newspapers in which the original public announcement was made. The Acquirers shall pay the revised price for all the shares tendered any time during the offer.
i)	If there is competitive bid: v The public offers under all the subsisting bids shall close on the same date. v As the offer price cannot 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
j)	The Copy of Public Announcement and Letter of Offer (including Form of Acceptance cum acknowledgement) are also available on the SEBI website (www.sebi.gov.in).

Manager To The Offer

Registrar to the Offer

Aryaman Financial Services Limited,

106, Atlanta, Nariman Point,

Mumbai – 400 021.

Tel.: (022) 22826466,22883134

Fax: (022) 22826467

Email: afsl@vsnl.com

Contact Person: Mr. Alpesh B. Parmar

Adroit Corporate Services Pvt. Ltd.

19, Jaferbhoy Indl. Estate, Makwana Road, Marol Naka,

Mumbai – 400 059.

Tel : (022) 2859 0942/2850 3748

Fax: (022) 5692 4438.

Email: adroits@vsnl.net

Contact Person: Mr. Deepak Phanse

SCHEDULE OF ACTIVITIES:

ACTIVITY	ORIGINAL DAY & DATE	REVISED DAY & DATE
Public Announcement	Saturday, 06/09/2003	Saturday, 06/09/2003
Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)	Tuesday, 30/09/2003	Tuesday, 30/09/2003
Last date for a Competitive Bid	Friday, 26/09/2003	Friday, 26/09/2003
Date by which Letter of Offer to be posted to the shareholders.	Monday, 20/10/2003	Thursday, 30/10/2003
Date of Opening of the Offer	Tuesday, 04/11/2003	Tuesday, 04/11/2003
Last date for revising the offer price / Number of shares	Monday, 24/11/2003	Monday, 24/11/2003
Last date for withdrawal of acceptance by the shareholders	Saturday, 29/11/2003	Saturday, 29/11/2003
Date of Closure of the Offer	Wednesday, 03/12/2003	Wednesday, 03/12/2003
Date by which acceptance / rejection under the Offer would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be dispatched / credited.	Thursday, 01/01/2004	Thursday, 01/01/2004

INDEX

PARTICULARS	PAGE NO.
Disclaimer Clause	4
Details of the Offer	4
Background of the Acquirers including PAC’s	7
Disclosure in terms of Regulation 16(ix)	8
Background of the Target Company	8
Offer Price and Financial Arrangements	12
Terms & Conditions of the Offer	13
Procedure for Acceptance and Settlement of the Offer	14
Documents for Inspection	16
Declaration by the Acquirers including PAC’s	17

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:-

ACQUIRERS	Mr. Jayantilal H. Shah, Mrs. Nina Shah Ms. Kinjal Shah
TARGET COMPANY / MSML	M/s. Maximus Steel Manufacturing Limited
FORM OF ACCEPTANCE	The form of application cum acknowledgement and authority, which is enclosed with this Letter of Offer.
LOF	This Letter of Offer.
PUBLIC ANNOUNCEMENT (PA)	Announcement of the offer issued in newspapers on September 6^h 2003.
TAKEOVER REGULATIONS	Securities And Exchange Board Of India (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof.
SEBI	Securities And Exchange Board Of India
OFFER PRICE	Rs. 10.00 (Rupees Ten only) per share
MANAGER TO THE OFFER	Aryaman Financial Services Limited.
REGISTRAR TO THE OFFER	Adroit Corporate Services Pvt. Ltd.
PSE	The Pune Stock Exchange
PERSONS ELIGIBLE TO PARTICIPATE	All shareholders of MSML registered and unregistered and the beneficial owners who own the shares at any time prior to the closure of the offer, except the Acquirers and parties to the agreement
SELLERS	Mr. S.V. Agarkar Mr. Suresh Nair Mr. S.G. Kothawate Mr. J.L. Chaturvedi M/s. Metro Securities & Finance Pvt. Ltd. M/s. Mukerian Leasing & Finvest Pvt. Ltd. M/s. Sandakan Investments Pvt. Ltd. M/s. Bodhi Securities Pvt. Ltd. M/s. Sabri Investment Pvt. Ltd M/s. Duckling Finvest & Prop. Pvt. Ltd. M/s. Lobster Finvest & Prop. Pvt. Ltd. M/s. Somesh Steel Manufacturing Pvt. Ltd M/s. Maharastra Industrial Leasing and Investments Ltd. Mr. Mahesh Kumar Jani M/s. Shalimar Agro Product ltd. M/s. Kapish Packaging Pvt. Ltd. M/s. Welmove Investments Pvt. Ltd. Mr. Rajendra Kumar Rathi Mr. Jethmal Rathi Mr. Pravin Raiyani M/s. Mavens Internet Ltd. M/s. RRP Management Ser. Pvt. Ltd. Mr. Umesh K. Gawand M/s. Sagar Portfolio Ser. Ltd. M/s. Global Films & Broadcasting Ltd.

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 DRAFT 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 MAXIMUS STEEL MANUFACTURING LTD. TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS, 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 ACQUIRERS 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 ACQUIRERS DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER M/S. ARYAMAN FINANCIAL SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 18.09.2003 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS 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

1. This Open Offer is being made pursuant to the Regulation 10 and 12 and other provisions of Chapter III of and in compliance with the Securities & Exchange Board of India, (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and subsequent amendments thereof for substantial acquisition of shares.

2. This offer is being made by Mr. Jayantilal H. Shah, Mrs. Nina Shah and Ms. Kinjal Shah residing at D-2, Tulsivihar Building, Dr. A. B. Road, Mumbai- 400 018 (Hereinafter referred to as ‘Acquirers’) to the equity shareholders of M/s. Maximus Steel Manufacturing Limited having their registered office at 205, Arihant, Ahmedabad Street, Carnac Bunder, Mumbai – 400 009 (hereinafter referred to as MSML/Target Company).

3. The Acquirers have entered into the following agreements dated 03.09.2003

NAME OF THE ACQUIRERS	NAME & ADDRESS OF THE VENDORS	NO. OF SHARES	% OF TARGET COMPANY SHARE AND VOTING CAPITAL
PROMOTERS GROUP VENDORS
Mr.Jayantilal H. Shah	Mr. S.V. Agarkar 203, Arihant, Ahmedabad Street, Carnac Bunder, Masjid Bunder (East), Mumbai – 400 009	1000	0.03%
	Mr. Suresh Nair NL-417/8, Sector 15, Nerul, New Mumbai	1000	0.03%
	Mr. S.G. Kothawate BN 21, Room No. 21, Tata colony, Bandra (East), Mumbai – 400 051	1000	0.03%
	Mr. J.L. Chaturvedi 306, Sheetal Apartments, Cabin Cross Road, Bhayander Dist – Thane	1980	0.06%
	M/s. Metro Securities & Finance Pvt. Ltd. 8, Pantakay House, Maruti Cross Lane, Fort, Mumbai – 400 001	1,00,000	2.85%
	M/s. Mukerian Leasing & Finvest Pvt. Ltd. 203, Arihant, Ahmedabad Street, Carnac Bunder, Mumbai – 400 009	1,00,000	2.85%
	M/s. Sandakan Investments Pvt. Ltd. 8, Pantakay House, Maruti X Lane, Fort, Mumbai – 400 001	1,00,000	2.85%
	M/s. Bodhi Securities Pvt. Ltd. 8, Pantakay House, Maruti X Lane, Fort, Mumbai – 400 001	1,00,000	2.85%
	M/s. Sabri Investment Pvt. Ltd G-4, A/B, Gokul, Gr. Floor, 80-A, Baroda Street, Iron Market, Mumbai – 400 009	1,00,000	2.85%
	M/s. Duckling Finvest & Prop. Pvt. Ltd. 205, Arihant, Ahmedabad Street, Carnac Bunder, Mumbai – 400 009	1,00,000	2.85%
	M/s. Lobster Finvest & Prop. Pvt. Ltd. 203, Arihant, Ahmedabad Street, Carnac Bunder, Mumbai – 400 009	1,00,000	2.85%
	M/s. Somesh Steel Manufacturing Pvt. Ltd 205, Arihant, Ahmedabad Street, Carnac Bunder, Mumbai – 400 009	94,950	2.71%
	Total	7,99,930	22.86%
NON-PROMOTERS
Mr. Jayantilal H. Shah	M/s. Maharastra Industrial Leasing and Investments Ltd. 18, Madon House, 4^th floor, Dr. M.B. Velkar Street, Mumbai – 400 002.	1,50,000	4.28%
	Mr. Mahesh Kumar Jani 351, Mahadev Darshan, 3^rd floor, Sahar Road, Andheri , Mumbai – 400 069	72,300	2.06%
	M/s. Shalimar Agro Product ltd. 15/76, Old Rajendra Nagar, 2^nd Floor, New Delhi- 110060	1,00,000	2.85%
	M/s. Kapish Packaging Pvt. Ltd. 11/13, Shivaji Nagar, Dr. A.B. Road, Worli, Mumbai – 400 025	1,00,000	2.85%
Mrs. Nina Shah	M/s. Welmove Investments Pvt. Ltd. b-18, Kanwal Apartmetns, Four Bunglows, Andheri (West), Mumbai – 400 058	1,50,000	4.28%
	Mr. Rajendra Kumar Rathi B-3, 215, 2^nd floor, Gopal Nagar, Bhiwandi, Thane	76,400	2.18%
	Mr. Jethmal Rathi B-3, 215, 2^nd floor, Gopal Nagar, Bhiwandi, Thane	65,800	1.88%
	Mr. Pravin Raiyani 303, Pooja Commercial Complex, 3^rd floor, Harihar Chowk. Panchnath, Rajkot, 360001	65,000	1.86%
	M/s. Mavens Internet Ltd. Madon House, 4^th floor, 18 Vanka Mohala, Dr. M.B. Velkar Street, Mumbai – 400 002.	1,44,000	4.11%
	M/s. RRP Management Ser. Pvt. Ltd. 15-76, Old Rajender Nagar, 2^nd floor, New Delhi – 110 060	1,69,500	4.84%
	Mr. Umesh K. Gawand 462, 1-4, Shri Ram Bhuwan Dr. B.A. Road, Matunga, Kings Circle, Mumbai – 400 019	60,500	1.73%
Ms. Kinjal Shah	M/s. Sagar Portfolio Ser. Ltd. 18, Medon House, 4^th floor, Dr. M.B Velkar Street, Mumbai – 400 002	1,70,000	4.86%
	M/s. Global Films & Broadcasting Ltd. 20, Dawa Bazar, 4^th floor, 13-14, R.N.T. Marg, Indore (M.P.)	1,65,000	4.71%
	Total	14,88,500	42.52%
	Grand Total	22,88,430	65.38%

The agreements are for purchase of fully paid up equity shares for cash at a price of Rs.1.50 per share.

4. The mode of payment of the consideration for the shares acquired under the agreement is cash and the total consideration of Rs.34.33 Lacs shall be paid within 3 (three) days of the date of the Public Announcement. The agreement dated 03.09.2003 contains a clause that it is subject to the provisions of SEBI (SAST) Regulation and in case of non-compliance with any of the provisions of the Regulations, the agreement for such sale shall not be acted upon by the Vendor or the Acquirers.

5. As on the date of the agreement, the Acquirers do not hold any shares in the Target Company.

6. The proposed change in control is not through any arrangement.

7. Based on the information available from the Acquirers and the Target Company, neither the Acquirers nor the Target Company have been prohibited by SEBI from dealing in securities in terms of the direction issued u/s 11B of SEBI Act or under any of the regulation made under the SEBI Act.

8. The Composition of the Board of Directors in MSML Post-acquisition and Offer shall be determined on completion of all formalities relating to the Offer.

2.2 Details of the Proposed Offer

1. The public announcement was made by the Acquirers on September 06, 2003 in compliance with Regulation 15 of the Takeover Regulations in all the editions of Financial Express, (English National Daily), Jansatta (Hindi National Daily) and Punya Nagari (Regional Language Daily). The Public Announcement is also available on the SEBI website at www.sebi.gov.in

2. The offer to the public shareholders of MSML is to acquire further 7,00,000 equity shares representing 20% of the equity share capital of MSML at a price of Rs. 10.00 per share The payment to the shareholders whose shares have been accepted shall be cash and will be paid by cheque / demand draft.

3. The Acquirers have not acquired any shares of the target company after the date of P.A. and upto the date of this LOF.

2.3 Object of the acquisition /offer

The offer to the Shareholders of MSML has been made pursuant to Regulation 10 & 12 and other provisions of Chapter III and in compliance with the regulations for the purposes of substantial acquisition of voting rights and Control of the company.

The Acquirer, Mr. Jayantilal H. Shah is engaged in the business of yarn trading .The main objective of the takeover is to meet the expansion plans of the Acquirers in respect of entering into the field of yarn trading and thereby to give the same a better status by way of listing on the stock exchanges

3. BACKGROUND OF THE ACQUIRERS

3.1 Information about the Acquirers

1. Since the Acquirers have not acquired any shares in the target company, the compliance with the required provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations 1997 is not applicable.

2. The Acquirers have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any of the Regulation made under the SEBI Act.

3. There has been no agreement between the Acquirers as regards the open offer.

I) Mr. Jayantilal H. Shah

Mr. Jayantilal H. Shah, son of Shri. Hansraj Shah aged 45 years resides at D-2, Tulsivihar Building, Dr. A. B. Road, Mumbai- 400 018.

Mr. Jayantilal H. Shah is an undergraduate. He is an experienced Yarn trader, having more than 10 years of experience in the field.

He is a professional director on the board of Platy Metallurgicals Ltd which is a listed company. He has not promoted any other company.

The net-worth of the Mr. Jayantilal H. Shah as on March 31, 2003 is Rs. 120.52 lacs. as certified by M/s. Sunil K. Choudhary & Co. -Chartered Accountants, (membership no. of Mr. Sunil Choudhary – Proprietor is 046379), having their office at 426, Hind Rajasthan Bldg. 95, Dadasaheb Phalke Road, Dadar (E), Mumbai – 400 014. Tel: 022 2412 7825.

II) Mrs. Nina Shah

a. Mrs. Nina Shah, wife of Shri. Jayantilal H. Shah aged 40 years resides at D-2, Tulsivihar Building, Dr. A. B. Road, Mumbai- 400 018. She is an undergraduate and an housewife.

b. She is not on the board of any other company nor has she promoted any other company.

c. The net-worth of Mrs. Nina Shah as on March 31, 2003 is Rs. 63.50 lacs. as certified by M/s. Sunil K. Choudhary & Co. -Chartered Accountants, (membership no. of Mr. Sunil Choudhary – Proprietor is 046379), having their office at 426, Hind Rajasthan Bldg. 95, Dadasaheb Phalke Road, Dadar (E), Mumbai – 400 014. Tel: 022 2412 7825.

III) Ms. Kinjal Shah

a. Ms. Kinjal Shah, daughter of Shri. Jayantilal H. Shah aged 18 years resides at D-2, Tulsivihar Building, Dr. A. B. Road, Mumbai- 400 018. She is pursuing her graduation.

b. She is not on the board of any other company nor has she promoted any other company.

c. The net-worth of Ms. Kinjal Shah as on March 31, 2003 is Rs.7.85 lacs. as certified by M/s. Sunil K. Choudhary & Co. -Chartered Accountants, (membership no. of Mr. Sunil Choudhary – Proprietor is 046379), having their office at 426, Hind Rajasthan Bldg. 95, Dadasaheb Phalke Road, Dadar (E), Mumbai – 400 014. Tel: 022 2412 7825.

4. DISCLOSURE IN TERMS OF REGULATION 16 (ix)

This offer is being made pursuant to Regulation 10 & 12 and other provisions of Chapter III and in compliance with the regulations for the purposes of substantial acquisition of voting rights.

The Acquirer, Mr. Jayantilal H. Shah is engaged in the business of yarn trading .The main objective of the takeover is to meet the expansion plans of the Acquirers in respect of entering into the field of yarn trading and thereby to give the same a better status by way of listing on the stock exchanges.

The Acquirers do not have any intention to dispose of or otherwise encumber any assets of MSML in the next two years from the date of closure of the offer, except in the ordinary course of business of MSML with the prior approval of the shareholders.

5. BACKGROUND OF THE TARGET COMPANY

1. MSML is a Public Limited Company having its Registered Office at 205, Arihant, Ahmedabad Street, Carnac Bunder, Masjid Bunder (East), Mumbai – 400 009.

2. The company was originally incorporated on July 05, 1994 and received certificate of commencement of business on 16 January, 1995. The company was promoted by Mr. S.G. Kathawate, Mr. J.L. Chaturvedi and Mr. Suresh Nair. The directors of the company are Mr. Sanjay Mundra, Mr. T.N. Smitha and Mr. Arun Jawalkar.

3. The Authorised Share Capital of the company as on 31.03.2003 was Rs. 400.00 lacs, divided into 40 lacs equity shares of Rs. 10/- each. The Issued, subscribed and paid-up capital of the company comprises of 35,00,000 equity shares of Rs. 10/- each. There are calls in arrears amounting to Rs. 455,250. This comprised of 60,700 equity shares on which only Rs.2.50/- per share has been paid up. Subsequently during the period from April 2003 to July 2003, all the shares were made fully paid up as per auditors certificate dated July 23, 2003 and as on date there are no partly paid up shares in the company. The equity shares of MSML are listed on The Pune Stock Exchange. First and only Public Issue of the Company has come on March, 1995 and since then the Share Capital of the Company has not increased, however the Company has received the Allotment Money Rs. 18,274,000/- in the Financial Year 2001-2002, Rs. 476,000/- in the Financial Year 2002-2003.the applicable

4. MSML was incorporated with the main objects of manufacturing mild steel sections. Currently the company does not pursue any major business and derives its income mainly from investments in shares and securities and loan advancement. The Core business of the Company was stopped because of the adverse business conditions, particularly in Steel Sector, and overall slump in the economy of the Country. Present changed activities has been carried out since Financial Year 2002-2003. the Company has complied with all the applicable Rules/Regulations as existed.

5. Share Capital structure as on the date of the public announcement

PAID-UP EQUITY SHARES OF TARGET COMPANY	NO. OF SHARES /VOTING RIGHTS	%AGE OF SHARE CAPITAL
Fully paid up shares	35,00,000	100.00
Partly paid up shares	Nil	Nil
TOTAL	35,00,000	100.00%

There are no outstanding convertible instruments (warrants/ FCDs /PCDs) etc.

6. Compliance with listing and other statutory requirements:

As informed by the Target Company as regards the status of compliance with the listing requirement, the Target Company, and its promoters have presently complied with all the requirements to the extent applicable with the Pune Stock Exchange

The company, nor its promoters nor the directors have been barred by SEBI to deal in securities in terms of directions issued u/s. 11B of the SEBI Act.

With respect to the target company, compliance of Chapter II of SEBI SAST Regulation has been made vide SEBI Regularisation scheme on 27/03/03 and as regards the sellers, they have complied with the compliance of the Regulations in the normal course of time. Since each of the non promoter sellers do not hold more than 5% of the total voting capital of the Target Company, compliance with Provisions of chapter II of SEBI (SAST) regulation are not applicable.

No action has been taken against the Company under any of the Regulations made under the SEBI Act, 1992.

The Promoters and persons acting in control of the company has complied with the provisions of Chapter II of the captioned regulations.

7. BOARD OF DIRECTORS

The composition of Board of Directors as on the date of Public Announcement is as follows:

Name	Residential Address
Mr. Arun Jawalkar	H-9, New MIDC, Jalgaon – 425003
Mr. T.N. Smitha	205, Arihant, Ahmedabad Street, Carnac Bunder, Masjid (E), Mumbai – 400 009
Mr. Sanjay Mundra	Cheznous, Flat No. 1, Gulmohar Cross Road No. 7, JVPD Scheme, Mumbai – 400 049

There has been no merger / demerger / spin off relating to the company during last 3 years.

8. FINANCIAL HIGHLIGHTS

(i) Profit & Loss Statement (Audited):-

(Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2003	YEAR ENDED 31/03/2002	YEAR ENDED 31/03/2001
Total Income	2.02	0.37	2.18
Total Expenditure	2.16	1.77	0.75
PBDIT	(0.14)	(1.40)	1.43
Depreciation	0.11	0.16	0.21
Interest	--	--	--
Profit before Tax	(0.25)	(1.56)	1.22
Provision for taxation	--	--	--
Add: Excess Prov. of earlier year	--	--	--
Prior Period Adjustments	--	--	--
Profit After Tax	(0.25)	(1.56)	1.22
Profit and loss for previous year	(12.45)	(10.89)	(12.10)
Balance carried to Balance sheet (Accumulated Loss)	(12.70)	(12.45)	(10.89)

(ii) Balance Sheet Statement(Audited) : (Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2003	YEAR ENDED 31/03/2002	YEAR ENDED 31/03/2001
*Source of Funds :-*
Paid up Share Capital	350.00	350.00	350.00
Less: Calls in Arrear	4.55	4.76	187.50
Revaluation Reserve	--	--	--
Net Worth (excluding revaluation reserve)	345.45	345.24	162.50
Secured Loans	1.93	1.93	1.93
TOTAL	347.37	347.17	164.43
*Uses of Funds :-*
Net Fixed Assets	2.77	2.89	3.05
Investments	--	--	--
Net Current Assets	321.72	320.37	137.76
Misc. Expend not W/O	10.18	11.45	12.72
Debit balance in P & L a/c	12.70	12.45	10.89
TOTAL	347.37	347.17	164.43

(iii) Other Financial Data :-

(Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/03 (AUDITED)	YEAR ENDED 31/03/02 (AUDITED)	YEAR ENDED 31/03/01 (AUDITED)
Dividend (%)	--	--	--
Earning Per Share (Rs)	--	--	0.12
Return on Net Worth (%)	--	--	0.87
Book Value per Share (Rs)	9.33	9.14	7.64

The shareholding Pattern of the target company based on the share capital is as follows :

Shareholders Category

Share Capital prior to the agreement / acquisition and

offer (A)

Share Capital agreed to be acquired which triggered off the regulations.

(B)

Share Capital to be acquired in open offer (assuming full acceptances). (C)

Share Capital after the acquisition

and offer i.e.

(D)

No.

1) Promoter Group

a) Parties to agreement, if any

b) Promoters other than (a) above

Total 1(a+b)

799930

100070

900000

22.86

2.85

25.71

(799930)

(22.86)

22.86

100070

2.85

2) Acquirers

a) Acquirers

b) PACs

Total 2 (a+b)

2288430

65.38

700000

20.00

2988530

85.38

3) Parties to agreement

other than 1(a)

and 2

1488500

42.52

(1488500)

(42.52)

4) Public (other than parties to agreement, acquirers& PACs)

a. Fi’s / MF’s / FII’s / Banks, SFI’s

b. Others

Total 4 (a+b)

1211570

34.62

(700000)

(20.00)

511570

14.62

Total (1+2+3+4)

3500000

100.00

3500000

100.00

The Acquirers have not acquired any shares of the target company after the Public Announcement till the date of Letter of offer. The Target Company is not a sick Industrial company within the meaning of clause (o) of Sub-Section (I) of Section 3 of the Sick Industries Companies (Special Provision) Act, 1985. The total number of shareholders is 122.

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1. JUSTIFICATION OF OFFER PRICE

1. The equity shares of the Target Company are listed on the Pune Stock Exchange

2. The shares of the company are infrequently traded in terms of Explanation (i) to Regulation 20(5) of the Regulations. The number of shares traded on the Pune Stock Exchange during the preceding 6 calendar months prior to the month in which the public announcement was made is nil.

3. The details of shares traded during the 6 calendar months prior to the month in which PA was made is as under :

NAME OF THE STOCK EXCHANGES	TOTAL NO. OF SHARES TRADED DURING THE 6 CALENDAR MONTHS PRIOR TO THE MONTH IN WHICH PA WAS MADE	TOTAL NO. OF LISTED SHARES	ANNUALIZED TRADING TURNOVER ( IN TERMS OF % TO TOTAL LISTED SHARES )
PSE	Nil	3500000	0.00

4. The shares of the company are infrequently traded. The offer price of Rs. 10/- has been arrived at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into account the following:

a) The negotiated price under the agreement, which in this case is Rs. 1.50 per share for fully paid shares (Regulation 20(5)(a)).

b) The Acquirers has not acquired any Equity shares of the target company during the 26 weeks prior to the date of the Public Announcement including by way of allotment in a public or rights or preferential issue. (Regulation 20(5)(b)).

c) Other Parameters as on 31.03.2003 such as Book Value of Rs 9.33, EPS and Return on Net worth being nil. Regulation 20(5)(c)).

5. There is no non-compete agreement.

6. In view of the above, the Offer Price payable under this Offer is in compliance with the Takeover Regulations. All other parameters suggest that the price of Rs. 10.00 per equity share is just and reasonable in terms of the regulation 20(11) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

7. The offer price shall not be less than the highest price paid by the Acquirers for any acquisition of the shares of the Target Company from the date of PA up to 7 working days prior to the closure of the offer (i.e. upto 24/11/2003)

6.2 FINANCIAL ARRANGEMENTS

1. The maximum purchase consideration payable by the Acquirers in the case of full acceptance of the offer is Rs. 70.00 lacs.

2. The Acquirers have created a Fixed Deposit for a sum of Rs. 17.50 lacs with the Dena Bank – Worli Branch towards escrow i.e. 25% of the total consideration payable.

3. The Acquirers have made arrangement towards firm financial resources to fulfil the obligations under the open offer. The sources of funds shall be through internal resources of the Acquirers. No borrowing from Bank/ Financial Institution is being made for the purpose. All the funds will be domestic and no foreign funds will be utilised..

4. The Chartered Accountants, M/s. Sunil K. Choudhary & Co. -Chartered Accountants (membership no. of Sunil K. Choudhary 46379) having their office at 426, Hind Rajasthan Bldg. 95, Dadasaheb Phalke Road, Dadar (E), Tel : -02224127825 have confirmed vide their certificate dated June 20, 2003 that sufficient resources are available to allow the Acquirers to fulfill its obligations under the offer.

5. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer in accordance with the Regulations. The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfil offer obligations.

7. TERMS AND CONDITIONS OF THE OFFER

A. Eligibility for accepting the offer

1. This offer is made to all the equity shareholders (except Acquirers and the parties to the agreement ) whose names appear in the register of shareholders on 30.09.2003 (the Specified Date) and also to those persons who own the shares any time prior to the closure of the offer, but are not the registered shareholder(s) and to the beneficial owners of the shares of MSML whose names appear on the beneficial records of the respective depositories at the close of the business on 30.09.2003 (the Specified Date). The Promoters (who are holding 2.85% in the target company) other than the parties to the agreement dated 3.9.2003 are eligible to participate in the offer.

2. The Acquirers will acquire for cash, Equity Shares of the Target Company to the extent of valid acceptances received under this offer.

3. The instructions, authorisations and provisions contained in the Form of Acceptance cum Acknowledgement constitute part of the terms of the offer.

4. In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. 03.12.2003. Accidental omission to dispatch this document to any person to whom this offer is made or non-receipt of this offer shall not invalidate the offer in any way.

5. Acquirers are confident of completing all the formalities pertaining to the Acquisition of the said shares, within 30 days from the date of closure of this offer.

6. Each Shareholder of MSML to whom this offer is being made, is free to offer his shareholding in whole or in part while accepting this offer.

7. Subject to the conditions governing this offer as mentioned in this offer document, the acceptance of this offer by the shareholder(s) must be absolute and unqualified. Any acceptance to the offer, which is conditional or incomplete, is liable to be rejected without assigning any reason whatsoever.

8. The Acquirers would be responsible for ensuring compliance with the regulations.

9. The minimum market lot of the company is one share

B. Locked in Shares

1. The offer shall also be applicable to shares under lock-in if any. The acquisition of shares subject to lock in is subject to the continuation of the residual lock in period in the hands of the Acquirers. There shall be no discrimination in the acceptances of shares subject to lock in and those not subject to lock in. There is no separate approval required for this purpose.

C. Statutory approvals

1. To the knowledge of the Acquirers, no statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals. In case the statutory approvals are not obtained, the Acquirers will not proceed with the Offer.

2. In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant extension of time to Acquirers for payment of consideration to the shareholders subject to Acquirers agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to the wilful default of the Acquirers in obtaining the requisite approvals, Regulation 22(13) will become applicable.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of MSML (except the Acquirers and parties to the agreement) whose names appear on the Register of Members of MSML and also to those persons who own the shares any time prior to the closure of the offer, but are not the registered shareholder(s) and to the beneficial owners of the shares of MSML whose names appear on the beneficial records of the respective depositories at the close of the business on 30.09. 2003 (the Specified Date).

Shareholders who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement duly completed and signed by all the shareholders, Original Share Certificate (s) and Transfer Deed (s) duly signed in case of Joint Holdings in the same order as per the specimen signatures lodged with MSML and witnessed (if possible by a Notary Public or Bank Manager or Member of Stock Exchange with membership number) to the Registrar to the Offer— Adroit Corporate Services Pvt. Ltd., either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e. 03.12.2003 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. In case the shares stand in the name of a sole shareholder who is deceased, notarised copy of the legal representative obtained from a competent court.

a. The Registrar to the Offer has opened a Special Depository Account with Stock Holding Corporation Ltd. Beneficial Owners and Shareholders holding shares in the dematerialised form, will be required to send their Form of Acceptance cum Acknowledgement to the Registrar to the Offer either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e. 03.12.2003, along with photocopy of the delivery instructions in " Off Market" mode or counterfoil of the delivery instruction in "Off Market" mode, duly acknowledged by the Depository Participant ("DP"), Adroit Corporate Services Pvt. Ltd Escrow A/c for M/s. Maximus Steel Manufacturing Limited – Open Offer, filled in as per the instructions given below :-

DP Name : Stock Holding Corporation Ltd.

Client ID No. : 168336818

DP ID No. : IN 301127

The address of the collection centre of the Registrar, for the purpose of the offer is as follows: -

Name & Address

Mode of Delivery

Business Hours

Adroit Corporate Services Pvt. Ltd.

19, Jaferbhoy Indl. Estate, Makwana Road, Marol Naka,

Mumbai – 400 059.

Tel : (022) 2859 0942/2850 3748

Fax: (022) 5692 4438.

Email: adroits@vsnl.net

Contact Person: Mr. Deepak Phanse

Registered Post and / or Hand delivery

Monday to Friday

11.00 a.m. to 4.00 p.m. (excluding Bank Holidays)

Saturday

11.00 a.m. to 2.30 p.m.

4. All owners of shares, registered or unregistered (except the Acquirers and parties to the agreement), and the beneficial owners of the shares of MSML who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares Offered, Distinctive Numbers, Folio No., together with the Original Share Certificate(s), valid transfer deed(s) and a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

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

6. Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post at the shareholders/ unregistered owners sole risk to the sole/ first shareholder. Shareholders whose shares are held in dematerialised form to the extent not accepted will be intimated by post for the non-acceptance.

7. In case the shares tendered in the open offer are more than the shares agreed to be acquired by the acquirers, the acquirers shall accept all valid applications received from the shareholders of the company on a Proportionate basis ensuring that it does not result in odd lots.

8. The shareholders desirous of withdrawing their acceptances tendered in the offer can do so up to three working days prior to the date of the closure of the offer, i.e. on or before 03.12.2003, in terms of Regulation 22(5A).

9. The withdrawal option can be exercised by submitting the Form of withdrawal so as to reach the Manager to the offer before 29.11.2003. In case of non receipt of the form of withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details:

i. In case of physical shares: Name, address, distinctive numbers, folio nos., number of shares tendered / withdrawn.

ii. In case of dematerialised shares: Name, address, number of shares tendered/withdrawn, DP name, DP ID, Beneficiary account no. and a photocopy for delivery instruction in “off market” mode or counterfoil of the delivery instruction in “off market” mode, duly acknowledged by the DP in favour of the Depository Escrow account.

10. Shares, if any, that are the subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end.

11. Shareholders who have sent their shares for demat need to ensure that the process of getting shares demated is completed well in time so that the credit in the Escrow Account should be received on or before the date of closure of the Offer, i.e. 03.12.2003 else the application would be rejected.

NO DOCUMENT SHOULD BE SENT TO THE ACQUIRERS OR TO THE MANAGER TO THE OFFER.

The shareholders also have an option to download the form of acceptance from SEBI’s website (www.sebi.gov.in) and apply in the same.

9. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the residence of Mr. Jayantilal Shah at D-2, Tulsivihar Building, Dr. A. B. Road, on all working days except Saturdays, Sundays and Bank Holidays between 11.00 a.m. and 3.00 p.m. during the Offer Period.

1. Memorandum of Association & Articles of Association (including Certificate of Incorporation) of M/s. MSML.

2. Copy of the Public Announcement.

3. Copies of Audited Annual Reports of MSML as on 31.03.2001, 31.03.2002 and 31.03.03.

4. Copies of certificate from a Chartered Accountant, M/s. Sunil K. Choudhary & Co. -Chartered Accountants, dated June 20, 2003 certifying the adequacy of financial resources of the Acquirers to fulfill the offer obligations and the networth of the Acquirers.

5. A letter from Dena Bank - Worli Branch confirming the amount kept in the Escrow account and a lien in favor of the Merchant Banker i.e. Aryaman Financial Services Ltd.

6. A copy of the agreement dated September 03, 2003 that triggered off the open offer.

7. Copies of the agreements dated 02.09.2003 entered into by Adroit Corporate Services Pvt. Ltd with Stock Holding Corporation Limited for opening a special depository account for the purpose of the offer.

8. Copy of SEBI letter DCR/AG/19746/03 dated 16^th October, 2003.

10. DECLARATION

1. The Acquirers having made all reasonable inquiries, accept responsibility for, and confirm that this letter of offer contains all information with regard to the offer, which is material in the context of the issue, that the information contained in this letter of offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

2. Each of the Acquirer would be severally and jointly responsible for ensuring compliance with the Regulations.

3. We hereby declare and confirm that all the relevant provisions of Companies Act, 1956 and all the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 have been complied with and no statements in the offer document is contrary to the provisions of Companies Act, 1956 and SEBI Substantial Acquisition of Shares and Takeover) Regulations 1997.

Signed by

Mr. Jayantilal H. Shah

Sd/-

Ms. Nina Shah

Sd/-

Ms. Kinjal Shah

Sd/-

Date: 28-10-2003

Place: Mumbai

Enclosures: (1) Form of Acceptance cum Acknowledgement

(2) Form of Withdrawal

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

FORM OF ACCEPTANCE- CUM -ACKNOWLEDGEMENT

OFFER OPENS ON : 04/11/ 2003

OFFER CLOSES ON: 03/12/ 2003

From :-

Folio No.: Sr.No.: No of Shares Held

Tel No: Fax No: E-Mail:

To:

Adroit Corporate Services Pvt. Ltd.

19, Jaferbhoy Indl. Estate, Makwana Road,

Marol Naka,

Mumbai – 400 059.

Sub.: Open offer for purchase of 7,00,000 equity shares of MSML representing 20% of the equity share capital at a price of Rs. 10.00 per share by Mr. Jayantilal H. Shah, Ms. Nina Shah and Ms. Kinjal Shah.

Dear Sir,

I/We refer to the Letter of Offer dated 28-10-2003 for acquiring the equity shares held by me/us in MSML.

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

FOR 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:

Sr. No.	Certificate	Distinctive Nos		No of Shares
Sr. No.	Certificate	From	To





Total number of equity shares.

(In case of insufficient space, please use additional sheet and authenticate the same)

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 Acquirers pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirers will pay the purchase consideration only after verification of the documents and signatures.

FOR SHARES HELD IN DEMAT FORM:

I/We hold shares in demat form and accept the Offer and enclose photocopy of the Delivery instruction 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

b. I/We have done an off market transaction for crediting the shares to the Escrow Account named Adroit Corporate Services Pvt. Ltd Escrow A/c for M/s. Maximus Steel Manufacturing Limited – Open Offer., filled in as per the instructions given below :-

DP Name : Stock Holding Corporation Ltd.

Client ID No. : 168336818

DP ID No. : IN 301127

Share holders 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.

I/We note and understand that the Shares would lie in the Escrow Account until the time the Acquirers makes payment of purchase consideration as mentioned in the Letter of Offer.

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

I/We authorize the Acquirers to accept the shares so offered which it may decide to accept in consultation with the Registrar to the Offer and in terms of the Letter of Offer and I/We further authorize the Acquirers to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof.

I/We authorize the Acquirers or the Registrar to the Offer to send by registered post (under UCP if less than Rs. 1,500/-) the draft/cheque in settlement of the amount to the sole/first holder at the address mentioned below:

Yours faithfully,

Signed and Delivered:

	FULL NAME(S)	SIGNATURE(S)
First / Sole Shareholder
Second Shareholder
Third Shareholder

Note : In case of joint holdings, all holders must sign. A corporation must affix its common seal.

Address of First/Sole Shareholder ____________________________________________________________________________________

___________________________________________________________________________________________________________________________________

Place : Date:

So as to avoid fraudulent encashment in transit, 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 _______________

Account Number ____________________________________________ Savings/Current/Others

(Please Specify)________________________

Business Hours : Mondays to Friday : 11.00 a.m. to 4.00 p.m.

Holidays : Saturdays, Sundays and Bank Holidays

All queries in this regard to be addressed to the Registrar to the Offer at the following address quoting your Folio No.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Tear along this line - - - - - - -

Folio No. \ DP ID Client ID.: Serial No. Acknowledgement Slip

Received from Mr./Ms. ____________________________________________

Signature of Official and Date of Receipt	Stamp of Registrar to the Offer

Address_______________________________________________________

Number of certificate(s) enclosed ________ __________________________

Certificate Number(s) ____________________________________________

Total number of share(s) enclosed ___________________________________

Note : All future correspondence, if any should be addressed to Registrar to the Offer at the address mentioned behind in this form. The documents referred to above should be sent to any of the collection centres mentioned overleaf.

FORM OF WITHDRAWAL

You have an ‘OPTION TO WITHDRAW’ the acceptance tendered in response to this offer any time upto three working days prior to the date of closure of offer i.e. on or before 29.11.2003 In case you wish to withdraw your acceptance please use this form.

OFFER SCHEDULE

OFFER OPENS ON : 04.11.2003

LAST DATE OF

WITHDRAWAL : 29.11. 2003

OFFER CLOSES ON : 03.12.2003

From:

Tel No.

Fax No.:

E-mail:

To,

Adroit Corporate Services Pvt. Ltd.

19, Jaferbhoy Indl. Estate,

Makwana Road, Marol Naka,

Mumbai – 400 059.

Dear Sir,

I/We refer to the Letter of Offer dated 28-10-2003 for acquiring the equity shares held by me/us in Maximus Steeel Manufcturing Ltd.

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

I/We wish to withdraw our acceptance tendered in response to the said offer. We had deposited/sent our ‘Form of Acceptance’ to you on __________ alongwith original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below:

(Please enclose the Xerox copy of Acknowledgement received for ‘Form of Acceptance’)

Sr. No.	Certificate No.	Distinctive No(s)		No. of Shares
		From	To




Total number of equity shares

I/We note and understand the terms of withdrawal of acceptance and request you to return the original share certificate(s) and valid share transfer deed will be held in trust for me/us by you and authorize you not to remit the consideration as mentioned in the Letter of Offer.

FOR SHARES HELD IN DEMAT FORM :

c. I/We wish to withdraw our acceptance tendered in response to the said offer. I/We had done an off market transaction for crediting the shares of the Escrow Account named Adroit Corporate Services Pvt. Ltd Escrow A/c for M/s. Maximus Steel Manufacturing Limited – Open Offer., filled in as per the instructions given below :-

DP Name : Stock Holding Corporation Ltd.

Client ID No. : 168336818

DP ID No. : IN 301127

You are requested to recredit the shares back to my/our demat account as detailed herein under.

DP Name

DP ID

Client ID

No. of Shares

Name of Beneficiary

I/We authorise the Acquirers to reject the shares so offered which it may decide in consultation with Manager to the Offer and in terms of the Letter of Offer.

Yours faithfully,

Signed

	FULL NAME(S)	SIGNATURE(S)
First/Sole Shareholder
Second Shareholder
Third Shareholder

Address of First/Sole Shareholder _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Place: Date:

Note: Incase of joint holdings, all holders must sign. A corporation must affix its common seal.

-------------------------------------------------------TEAR HERE------------------------------------------

Folio No.\DP ID Client ID.:		Serial No.: (Acknowledgement Slip) .

Received from Mr./Ms.			Signature of Official and Date of Receipt	Stamp of Registrar to the Offer
Address	____________________________________________________
Form of withdrawal in respect of __________ Number of Share Certificates representing _________ number of shares.

ACTIVITY

NON-PROMOTERS

Ms. Kinjal Shah

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

FORM OF ACCEPTANCE- CUM -ACKNOWLEDGEMENT

FORM OF WITHDRAWAL

OFFER SCHEDULE

OFFER OPENS ON : 04.11.2003