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LETTER OF OFFER
"This document is important and requires your immediate attention"

"This Letter of Offer is sent to you as shareholder(s) of Nam Credit & Investment Consultants Limited (hereinafter referred to as 'NCICL'). If you require any clarifications about the action to be taken, you should consult your stockbroker or Investment Consultant or Merchant Banker/Registrar to the offer. In case you have sold your equity 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 Stock Exchange through whom the said sale was effected."

CASH OFFER

Shri Rajinder Paul Jindal, S/o Shri Kewal Krishan Jindal, R/o 53-B, Pkt.B, Mayur Vihar, Phase-II, Delhi – 110 091

Shri Kiran Jindal, S/o Shri Kewal Krishan Jindal, R/o 181-D, Pkt.A, Mayur Vihar, Phase-II, Delhi – 110 091

Shri Shiv Mitter Jindal, S/o Shri Kewal Krishan Jindal, R/o 155-B,Pkt.B Mayur Vihar, Phase-II, Delhi – 110 091

To the shareholders of

NAM CREDIT & INVESTMENT CONSULTANTS LIMITED

having its Registered Office at

213, Arunachal ,19 Barakhamba Road,

New Delhi – 110 001

To acquire 9,30,000 equity shares representing 20% of total issued & subscribed equity share capital of the company "NCICL" at an offer price of Rs.3/- (Rupees three Only) per fully paid up Equity Share payable in cash.

{This offer is being made in compliance of Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997and subsequent amendments thereof}

SHAREHOLDRES WHO HAVE ACCEPTED THE OFFER BY TENDERING THE REQUISITE DOCUMENTS, IN TERMS OF THE PUBLIC ANNOUNCEMENT/ LETTER OF OFFER, CAN NOT WITHDRAW THE SAME.

Attention:

The offer will not be conditional on any minimum level of acceptance.

There are no statutory approvals, as on date of the Letter of Offer, required to acquire equity shares that would be tendered pursuant to this/ Offer.

If there is any upward revision, in the Offer size and price (Regulation 26 of SEBI (SAST) Regulations 1997) by the "Acquirer" till 21.06.2002, the last date of revision viz. 7 working days prior to Offer Closure date i.e. 03.07.2002, the same would be informed by way of Public Announcement in the same newspapers where the original Public Announcement had appeared. Such revised Offer Price would be payable for all the shares tendered any time 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 cannot be revised during 7 working days prior to the closing date of the offers/bids, it would, therefore be in the interest of the shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.

This Letter of Offer and Form of Acceptance cum Acknowledgement is also available on SEBI's website www.sebi.gov.in

THE PROCEDURE FOR ACCEPTANCE OF THIS OFFER IS SET OUT IN PARAGRAPH 9

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT IS ENCLOSED WITH THIS OFFER

MANAGER TO THE OFFER

REGISTRAR TO THE OFFER

Doogar & Associates Limited

13, Community Centre ,

East of Kailash

New Delhi-110065

Phone: 011-6419079,6218274

Fax: 011-6219491

E-Mail : doogar@ndf.vsnl.net.in
Contact Person:

Ms. Anvita Awasthi
Beetal Financial & Computer Services P. Ltd.

321-S,Chirag Delhi,

Near Shahid Bhagat College,

New Delhi -110 017.

Tele : 011-6231990,6232390

Fax-011-6222146

Contact Person: Shri Punit Mittal

Schedule of the Major Activities of the Offer:

Major Activities

Revised Date

Original Date

Public Announcement (PA) Date

26.03.2002

(Tuesday)

26.03.2002

(Tuesday)

Last Date for a Competitive Bid

16.04.2002

(Tuesday)

16.04.2002

(Tuesday)

Specified Date (for the purpose of determining the names of shareholder to whom the Letter of Offer would be sent)

30.03.2002

(Saturday)

30.03.2002

(Saturday)

Letter of Offer to be posted to shareholders

30.05.2002

(Thursday)

29.04.2002

(Monday)

Date of Opening of the Offer

04.06.2002

(Tuesday)

09.05.2002

(Thursday)

Last Date for Revising the offer price/number of shares

21.06.2002

(Friday)

28.05.2002

(Tuesday)

Date of Closure of the Offer

03.07.2002

(Wednesday)

07.06.2002

(Friday)

Date by which acceptance/rejection under the offer would be intimated and the corresponding payment for the acquired shares and/or the share certificates for the rejected shares will be dispatched

31.07.2002

(Wednesday)

28.06.2002

(Friday)

The Acquirers would pay interest @15% p.a. on the offer price for the period commencing from 28.06.2002 to the actual date of payment.

TABLE OF CONTENTS

S.No.
Details

Page No.

1

Disclaimer Clause

1

2

Details of the Offer

1

3

Background of the Acquirers

2

4

Background of Target Company – NAM CREDIT & INVESTMENT CONSUTANTS LIMITED. (NCICL)

5

5

Object of the Offer

7

6

Offer Price & Financial Arrangement

7

7

Terms and conditions of the offer

9

8

Statutory approvals and Conditions of the offer

9

9

Procedure for Acceptance and Settlement of Offer

10

10

Documents for Inspection

11

11

Declaration by the Acquirers

11

DEFINITIONS

"Acquirers"
Shri Rajinder Paul Jindal, Shri Kiran Jindal &

Shri Shiv Mitter Jindal

"Agreement"

Acquisition Agreement dated 20.03.2002 between Shri Rajinder Paul Jindal, Shri Kiran Jindal and Shri Shiv Mitter Jindal with Shri Ashwani Goyal, his friends, relatives and other assciates and associated companies for purchase of 16,28,400 equity shares (35.02% voting rights) of Nam Credit & Investment Consultants Ltd.

"Acquisition"

Agreement to acquire 16,28,400 fully paid equity shares of Rs.10/- each, representing 35.02% of the Issued and Subscribed Equity Share Capital (35.02% Voting capital) of Nam Credit & Investment Consultants Ltd.

"Eligible Persons for the Offer"

Registered Shareholders, as on the specified Date i.e 30.03.2002 of "NCICL" and Unregistered persons who own the shares of NCICL excluding "sellers" and "acquirers".

"Form of Acceptance"

Form of Acceptance cum Acknowledgement

"Sellers"

Shri Ashwani Goyal, his relatives, friends, associates & associated companies.

"Letter of Offer"

This Offer document

"Negotiated Price"

Re. 1.50 (Rupee one & fifty paise ) per fully paid equity shares payable in cash .

"Offer"

Offer for acquisition of 9,30,000 Equity shares of NCICL at a Price of Rs.3/- (Rupees Three only) per share at cash

"Offer Price"

Rs. 3/- (Rupees Three only) per fully paid equity share payable in cash .

"Public Announcement"

Announcement of the Offer by the Acquirer on 26.03.2002 in the concerned newspapers

"SEBI"

Securities and Exchange Board of India

"SEBI (SAST) Regulations"

Securities and Exchange Board of India (Substantial Acquisition of Shares and Take-Overs) Regulations, 1997 and subsequent amendments thereto.

"Shares"

Fully Paid Equity Shares of face value of Rs.10/- each

"Specified Date"

30.03.2002

"Target Company"

Nam Credit & Investment Consultants Ltd.

1.DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE 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 CONFIRMITY WITH THE SEBI (SAST) REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDER OF NCICL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR OF NCICL 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 ARE 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 THE ACQUIRERS HAVE DULY DISCHARGED THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKERS-M/S.DOOGAR & ASSOCIATES LTD. HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 01.04.2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SAST) REGULATIONS. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER ABSOLVE 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 offer is made pursuant to Regulation 10 and 12 of the Regulations for the acquisition of shares and management & control over the target company.

2.The acquirers i.e. Shri Rajinder Paul Jindal, S/o Shri Kewal Krishan Jindal, R/o 53-B, Pkt.B, Mayur Vihar, Phase-II, Delhi-110 091, Shri Kiran Jindal, S/o Shri Kewal Krishan Jindal, R/o 181-D, Pkt.A, Mayur Vihar, Phase-II, Delhi – 110 091 & Shri Shiv Mitter Jindal, S/o Shri Kewal Krishan Jindal, R/o155-B, Pkt.B, Mayur Vihar, Phase-II, Delhi – 110091 have entered into an Acquisition Agreement on 20.03.2002 ("Acquisition Agreement") to acquire 5,42,800 shares each (totalling 16,28,400 shares) Equity Shares ("shares") of Rs.10/- each , representing 11.67% each ( Totalling 35.02% ) of total Voting Capital from Shri Ashwani Goyal his friends, relatives ,associates and associated companies collectively referred to as "Sellers" (which expression shall mean and include their heirs, executors, successors, associates, associate companies, administrators, nominees, legal representatives, nominees and assigns) ,persons having control over the company of Nam Credit & Investment consultants Limited ("the target company ''NCICL") at a price of Rs.1.50 (Rupee one & paise fifty only) per fully paid up equity share payable in cash ("Negotiated Price") subject to what is stated hereafter.

Details of shareholding of the sellers Shri Ashwani Goyal and his Associates as on the date of Acquisition Agreement i.e. 20.03.2002 is as under:

Name and Address	No of Shares	Percentage
Shri Ashwani Goyal	76240	1.64
Smt. Kiran Goyal	150760	3.24
Shri Ashwani Goyal & Sons(HUF)	125000	2.69
Ms. Divya Goyal	150000	3.23
Nam Securities Ltd.	1126400	24.22
Total	1628400	35.02

Shri Rajinder Paul Jindal, Shri Kiran Jindal & Shri Shiv Mitter Jindal ("ACQUIRERS" ) hold as on the date of the Public Announcement 1628400 equity shares ("Shares") of Rs. 10/- each acquired through acquisition agreement entered into on 20.03.2001 in NCICL representing 35.02 % Voting rights or voting capital of NCICL. As per terms of the Takeover Code, Acquirers have made an open offer to acquire from the Public 9,30,000 Equity shares of NCICL (representing 20.00% of the voting share capital of NCICL) at a price of Rs.3/- per share payable in cash. The offer will not be conditional on any minimum level of acceptance.

This Offer is being made in accordance with Regulation 10 read with Regulation 12 of the SEBI (SAST) Regulations 1997, as Acquirers intend to make a substantial acquisition of shares or voting rights accompanied with a change in control/ management in NCICL. As required by the said regulations, Acquirers have made the Public Announcement for acquisition of control of NCICL on 26.03.2002.

Out of the present directors of NCICL, no director represents Acquirers. However, pursuant to this offer, Acquirers would seek reconstitution of the Board of Directors of NCICL to provide representation to Acquirers in compliance with SEBI (SAST) Regulations 1997, once the Offer is completed.

The provisions of Regulation 22 (16) are complied with i.e. agreement contains clause that in case of any violation of SEBI (Substantial Acquisition of Shares and Take-Over) Regulations, 1997, the agreement will not be acted upon by sellers or acquirers.

None of Acquirer, Sellers or the Target Company has been prohibited by SEBI from dealing in securities, in terms of direction issued u/s11 B of SEBI Act.

Regarding compliance of provisions of chapter II of SEBI (Substantial Acquisition of Shares and Takeovers ) Regulation 1997, the acquisition of shares by Acquirer on 20.03.2002 has been intimated to the target company on same day and in turn the target company has informed to stock exchanges on 23.03.2002, instantly [Regn. 7 of SEBI (SAST)] .

The details of sellers/promoters and other major shareholders that were responsible for complying with Chapter II of the Regulations are as under:-

Sl.No.	Name	Address	Telephone No.	Fax No.
1	Ashwani Goyal	C-95, East of Kailash, New Delhi-65	6925550	NA
2	Kiran Goyal	C-95, East of Kailash, New Delhi-65	6925550	NA
3	Ashwani Goya & Sons (HUF)	C-95, East of Kailash, New Delhi-65	6925550	NA
4	Divya Goyal	C-95, East of Kailash, New Delhi-65	6925550	NA
5	Nam Securities Ltd.	Regd. Office: 213, Arunachal, 19 Barakhamaba RoadNew Delhi	3731144	3731122
6	Rajinder Paul Jindal	53-B, Pkt.: -B, Mayur Vihar, Phase-II, Delhi-91	3281782	NA
7	Kiran Jindal	181-D, Pkt.: A, Mayur Vihar, Phase-II, Delhi-91	2773392	NA
8	Shiv Mitter Jindal	155-B, Pkt.:-B, Mayur Vihar, Phase-II, Delhi-91	2774763	NA

2.2 Details of the proposed offer

The Public Announcement was made in the following newspapers, on 26.03.2002, in accordance with Regulation 15 of the SEBI (SAST) Regulations:

PUBLICATION	EDITION	LANGUAGE
1. Financial Express 2. Jansatta	All editions All editions