1. The Acquirer is making an offer to acquire 6,32,180 equity shares ("shares") of Rs. 10/- each representing 20% of the paid up/ voting share capital of "Ace India Limited" ("AIL/ the Target Company") at a price of Rs. 2.70 (Rupees two and seventy paise only) per fully paid up equity share ("Offer Price") payable in cash subject to the terms and conditions mentioned hereinafter. The consideration payable at the time of payment to the shareholders will be rounded off to the nearest rupee.

3. With a view to acquire control and management of AIL, Acquirer has entered into an Acquisition Agreement ("Acquisition Agreement") dated 21.12.2002 with persons having controlling shares in the Company i.e. Mr.Jitendra Jaiswal and others, collectively referred to as "Sellers", (which expression shall mean and include their heirs, executors, successors, associates, associate companies, administrators, nominees, legal representatives and assigns) to acquire 4,06,540 fully paid up equity shares of Rs. 10/- each of AIL representing 12.86% of subscribed and issued/ voting capital at a price of Rs. 0.50(fifty paise only) per fully paid up equity share. Assuming full acceptance of the offer, the post acquisition holding of the Acquirer in AIL would be 14,69,820 equity shares representing 46.50% of subscribed and issued / voting capital of AIL.

4. The shares of AIL are listed/ permitted to trade on The Stock Exchange, Mumbai(BSE), Delhi Stock Exchange (DSE) and Madras Stock Exchange (MSE).

5. In terms of Regulation 20(5) of the Regulations, the shares of AIL were infrequently traded on all the stock exchanges during the relevant period i.e. during six months preceding the date of this Announcement. The Acquirer has appointed a Chartered Accountant for the valuation of share price as per the realisable book value as on 15.12.2002. The book value of the share of the company has been determined after making provisions for income tax demand, diminution in the value of leased assets, diminution in the value of investments and doubtful loans and advances. Looking into the financials of the company and background of the promoter the offer price in terms of Regulation 20(11) of SEBI (SAST) Regulations is justified.

6. The Offer is not subject to any minimum level of acceptances from the shareholders.

7. Acquirer can revise the offer size and price (Regulation 26 of SEBI (SAST) Regulations, 1997) till 13.03.2003, being the last date of revision viz. 7 working days prior to offer closure date and the same would be informed by way of Public Announcement in the same newspapers where the original Public Announcement has appeared. Such revised Offer Price would be payable for all the shares tendered any time during the offer.

8. If there is any Competitive bid:

• The Public offers under all the subsisting bids shall close on the same date.

• As the offer price can not be revised during 7 working days prior to the closing date of the letter of 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.

1. Mr. Ved Parkash Narula, S/o Late Mr. O.P.Narula R/O E-62 Lajpat Nagar-1, New Delhi-110024 is a director in Narula Chits Pvt. Limited and proprietor in Manik Finance and Investments. His personal net worth is Rs.70,97,000/-(Rupees Seventy Lacs and ninety seven thousand only) as on 30.09.2002 duly certified by Mr. P.C. Gupta (Membership No.085196) of M/s Prakash C. Gupta & Co., E-45, N.D.S.E.-I, New Delhi-110 049 vide his certificate dated 14.12.2002.

2. Mr. Ved Parkash Narula is already a director on the board of Ace India Limited.

1. AIL having its Registered Office at 29/368 Cloth Market, Alwar-301 001, Rajasthan was incorporated on 04.10.1993 with the Registrar of Companies, Delhi & Haryana. The registered office of the Company was changed from NCT of Delhi to the State of Rajasthan which was confirmed by the certificate issued by the Registrar of Companies, Rajasthan dated 09.12.1997.

   AIL was promoted by Ace Laboratories Limited with the object to carry on the business of finance, hire purchase and providing consultancy services. Ace Laboratories Limited was promoted by Mr. Ajit Chand Srimal, Mr. Shailendra Tewari and others.

2. Ace Laboratories Limited (ALL), promoter of AIL has become a defaulter in making repayments to Banks and financial institutions to the tune of approximately Rs. 20 crores. It has also defaulted in repayment of deposits and payment of statutory liabilities. Litigations at various levels are going on at present against the company and the promoters for dishonour of cheques etc.

3. The total listed paid up equity share capital of AIL, as on the date of this Public Announcement is Rs.3,16,09,000 /- comprising 31,60,900 fully paid up equity shares of Rs. 10/- each.

4. The shares of AIL are listed/ permitted to trade on BSE, DSE and MSE.

5. Based on the last available audited accounts, the total income and loss for the year ended on 31.03.2002 are Rs.23.38 lacs and Rs.(3.74) lacs respectively. As on 31.03.2002, the paid up share capital is Rs. 316.09 lacs and the net worth is Rs. 248.50 lacs. For the year ended on 31.03.2002, the return on net worth is nil%, book value per share is Rs. 7.86 and Earning per share is nil. As per the unaudited published results for the quarter

   ended 30.09.2002, the total income and loss are Rs.8.28 lacs and Rs. (47.84) lacs respectively. As on 30.09.2002, the paid up share capital is Rs. 316.90 lacs and the net worth is Rs. 196.97 lacs. For the quarter ended 30.09.2002, the return on net worth is nil%, book value per share is Rs. 6.23 and Earning per share is nil.

6. As per the statement of affairs on 15.12.2002, the total income and loss for the period are Rs.8.28 lacs and Rs. (102.80) lacs respectively. As on 15.12.2002, the paid up share capital is Rs. 316.09 lacs and the net worth is Rs. 85.78 lacs. Based on the above financials, the return on net worth is nil%, book value per share is Rs. 2.71 and Earning per share is nil. The book value of the share of the company is certified by Mr. Deepak Agarwal, FCA (membership no. 75883) of Agarwal Deepak & Associates, Chartered Accountants, 25/11, Sangam Complex, Sharma Market, Sector -5, Noida- 201 301 after taking into account the provisions for income tax demand, diminution in the value of leased assets, diminution in the value of investments and doubtful loans and advances.

1. The offer to the shareholders of AIL is made in accordance with Regulation 10 & 12 of the Regulations.

2. The prime object of the offer is to acquire control and management of AIL.

3. Acquirer has undertaken that he will not dispose of or otherwise encumber any substantial assets of AIL in the next two years without taking prior approval of the shareholders.

4. The main object clause of the Memorandum of Association of AIL was amended vide a resolution passed in the annual general meeting of the shareholders of the company held on 30.09.2002. After the acquisition, apart from the financial activities the company will carry on the business of production, direction, telecast, broadcast, distribution and exhibition of films, T.V. serials advertisements etc.

5. Statutory Approvals / Other Approvals required for the Offer

The Offer is subject to following approval:

1. As on date of this Public Announcement, to the best of Acquirer's knowledge, there are no statutory approvals required. The Offer would be subject to all other statutory approvals that may become applicable at a later date before the completion of offer.

2. SEBI has the power to grant extension of time to the Acquirer for payment of consideration to shareholders subject to the Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22 (12) of the Regulations, if there is any delay in receipt of statutory approval. If, however, the delay in obtaining the requisite approval takes place on account of any wilful default by the Acquirer then provision contained in Regulation 22 (13) of the Regulations will also become applicable.

6. Financial Arrangement

1. The Acquirer has made firm financial arrangements from own resources to meet the obligation under the offer in full. As per the Net Worth Certificate as on 30.09.2002 duly certified by Mr. P.C. Gupta (Membership No.085196) of M/s Prakash C. Gupta & Co., E-45, N.D.S.E.-I, New Delhi-110 049 vide his certificate dated 14.12.2002, there are adequate liquid funds to finance the purchase of all the shares for which the present offer is being made.

2. The total fund requirement for the acquisition of 6,32,180 equity shares at the offer price of Rs. 2.70/- is Rs. 17,06,886/- (Rupees seventeen lacs six thousand eight hundred and eighty six only). The consideration payable at the time of payment to the shareholders will be rounded off to the nearest rupee. In accordance with Regulation 28 of the Regulations, the Acquirer has created an Escrow Account by way of cash deposit in The Bank of Baroda, East of Kailash Branch, New Delhi -110065 of Rs. 4,27,000/- (Rupees four lacs and twenty seven thousand only) being more than 25% of the total consideration payable to the shareholders under the offer.

3. The Acquirer has authorized D & A, Manager to the Offer to operate and realize the value of the Escrow Account in terms of the Regulations.

4. The Manager to the Offer has satisfied itself about the Acquirer�s ability to implement the offer in accordance with the Regulations.

1. The Letter of Offer with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of AIL whose names appear in the Register of Members of AIL and the beneficial owners of the shares of AIL whose names appear on the beneficial records of the respective depositories at the close of business hours as on 22.01.2003 (the "Specified Date"). The Letter of Offer will be mailed to such shareholders by 07.02.2003.

   The shareholders of AIL are eligible to participate in the offer anytime before the closure of the offer by sending their Form of Acceptance cum Acknowledgement, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer viz.: Beetal Financial & Computer Services P. Ltd., 321-S, Chirag Delhi, Near Shahid Bhagat Singh College, New Delhi -110 017, Tele : 011-26231990,26232390, Fax-011-26222146 either by Registered Post, Courier or Hand Delivery (between 10:00 a.m. to 5:00 p.m. on all working days), on or before the date of closure of the Offer i.e. 25.03.2003 in accordance with the instructions specified in the Letter of Offer & Application Form. The Contact person is Mr. Punit Mitttal.

2. Eligible persons to the offer may also download a copy of Form of Acceptance cum Acknowledgement, which is available on SEBI's website at http:/www.sebi.gov. in and can apply for the offer in such downloaded form.

3. The Registrar to the offer has opened a special depository account titled - "Beetel A/c- Ace India Ltd.- Public Offer Escrow A/C" with Abhipra Capital Limited, New Delhi .The DP Id is IN300206 and the beneficiary Id is 10616108. Shareholders having their beneficiary account with CDSL have to use Inter Depository Delivery Instruction Slip for the purpose of crediting their shares in favour of the special depository account with NSDL.

4. Those Shareholders who are holding shares of AIL in Dematerialised form and wish to tender their shares under the offer will be required to send their Form of Acceptance Cum Acknowledgement along with a photocopy of the delivery instructions slip in "off-market" mode, duly acknowledged by the Depository Participant (DP) in favour of the Special Depository account, to the Registrar to the offer either by hand delivery /Registered post or through courier on or before the close of the offer i.e. 25.03.2003.

5. The unregistered owners of shares are also eligible to participate in the Offer by sending their application in writing to the Registrar to the Offer on a plain paper stating their Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No., together with the original Share Certificate(s) and transfer deed(s) , the original contract note issued by the broker through whom they have acquired their shares, DP name, DP ID, beneficiary account no. and a photocopy of delivery instruction in "off market" mode. No indemnity is required from unregistered shareholders.

6. In the event of non-receipt of Letter of Offer, the eligible persons may send application on plain paper stating their Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No., DP name, DP ID, beneficiary account no. and a photocopy of delivery instruction in "off market" mode along with all documents as mentioned above, so as to reach the Registrar to the Offer on or before the date of closure of the offer i.e. 25.03.2003.

7. The Registrar to the Offer will hold in trust the Shares/share certificate(s), Form of Acceptance cum Acknowledgement, if any, and the transfer deed(s) and the delivery instruction slips till the Acquirer complete his offer obligations in terms of the Regulations.

8. Applications which are complete in all respect and which reach the Registrar to the Offer on or before the date of closure of the Offer i.e. 25.03.2003 will be approved and accepted by the Acquirer. The payment of consideration for the applications so accepted will be made by crossed account payee cheque /demand draft/ pay order. The intimation regarding acceptance of applications and payment of consideration will be dispatched to the shareholders by registered post at the shareholders� sole risk. In case of joint holder(s), the cheques / demand draft will be drawn in the name of the first holder and in case of unregistered owners of shares the consideration will be paid to the person whose name is stated in the contract note.

9. In the event of non-acceptance of any application, all the documents as forwarded to the Registrar to the Offer will be sent back to the shareholder by Registered post at shareholders� sole risk.

10. 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.

11. The withdrawal option can be exercised by submitting the Form of Withdrawal enclosed with the letter of offer so as to reach Registrar to the Offer on or before the last date for withdrawal of application i.e. 19.03.2003.

12. In case of non receipt of withdrawal form for physical shares, the withdrawal option can be exercised by making an application on plain paper stating name, address, folio no., distinctive no., no. of shares tendered in the offer and no. of shares withdrawn and the date of the transaction so as to reach Registrar to the Offer on or before the last date for withdrawal of application i.e.19.03.2003.

13. In case of non receipt of withdrawal form for Dematerialized shares, the withdrawal option can be exercised by making an application on plain paper stating name, address, no. of shares tendered in the offer and no. of shares withdrawn, DP name, DP ID, beneficiary account no. and a photocopy of 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 so as to reach Registrar to the Offer on or before the last date for withdrawal of application i.e.19.03.2003.

14. In case of withdrawal of application, all the documents forwarded to Registrar to the Offer will be sent back to the shareholder by Registered post at shareholders� sole risk.

15. A copy of this Public Announcement is also available on SEBI's website http://www.sebi.gov.in/.

16. A schedule of the major activities in respect of the offer is given as under :

Activity	Last Date
Last date for a Competitive Bid	16.01.2003(Thursday)
Specified Date (for the purpose of determining the names of those shareholders to whom the Letter of Offer would be sent)	22.01.2003(Wednesday)
Date by which Letter of Offer will be dispatched	07.02.2003 (Friday)
Date of opening of the Offer	22.02.2003(Saturday)
Date for revising the offer price	13.03.2003 (Thursday)
Last date for withdrawal of shares	19.03.2003(Wednesday)
Date of closing of the Offer	25.03.2003 (Tuesday)
Date by which the acceptance/rejection under the Offer would be intimated and the corresponding payment for the acquired shares and /or the unaccepted shares/share certificates will be dispatched	.04.2003 (Thursday)

1. The Acquirer can revise the price upwards upto 7 (seven) working days prior to closure of offer and if there is any upward revision in the Offer Price by the Acquirer till the last date of revision viz. 13.03.2003 the same would be informed by way of Public Announcement in the same newspapers in which the original Public Announcement had appeared. The Acquirer will pay such revised price for all the shares tendered any time during the offer and accepted under the offer.

2. The Acquirer and the target company have not been prohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of the Securities and Exchange Board of India Act, 1992 or under any other regulations made under the Securities and Exchange Board of India Act, 1992.

3. Pursuant to Regulation 13 of the Regulations, the Acquirer has appointed Doogar & Associates Limited as Manager to the Offer.

4. The Acquirer accepts full responsibility for the information contained in this Public Announcement and also for the obligations of Acquirer laid down in the Regulations and subsequent amendments thereof.

Beetel Financial & Computer Services Pvt. Limited S-321, Chirag Delhi, Near Shahid Bhagat Singh College, New Delhi �110017 Phone : 011-26231990, 26232390 E- mail : beetel@rediffmail.com Contact Person : Mr. Punit Mittal

Place : New Delhi