1. The Acquirer is making an offer to acquire 10,50,000 equity shares ("shares") of Rs. 10/- each representing 20% of the paid up share capital of "Mohindra Papers Limited" ("MPL/ the Target Company") at a price of Rs. 8.00/- (Rupees eight only) per fully paid up equity share and 50 Paise (Fifty paise only) per partly paid up equity share ("Offer Price") payable in cash subject to the terms and conditions mentioned hereinafter.
2. As on date of this Public Announcement, the Acquirer along with the persons acting in concert is holding 4,80,000 equity shares of Rs.10/- each, representing 9.14 % of the paid up share capital and 13.58% of the voting capital of MPL.

3. With a view to acquire control and management of MPL, Acquirer along with PACs have entered into an Acquisition Agreement ("Acquisition Agreement") dated 14.11.2002 with Promoters/ persons having control over the Company i.e. Shri Rajinder Paul Mohindra, his 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 and assigns) to acquire 24,59,800 fully paid up equity shares of Rs. 10/- each of MPL representing 46.86% of subscribed and issued share capital and 69.61% of the voting capital at a price of Rs. 1.25/- (Rupee one and twenty five paise only) per fully paid up equity share. Assuming full acceptance of the offer, the post acquisition holding of the Acquirer and PACs in MPL would be 39,89,800 shares representing 76% of Subscribed and issued share capital and 90.45% of the voting capital of MPL.
4. As on date of this public announcement the non promoter / public shareholding consists of 2,56,600 fully paid up equity shares representing 4.89% of the subscribed and paid up share capital and 7.26% of the total voting capital and 14,16,100 partly paid shares.
5. In case the number of shares tendered in the offer exceeds the total number of shares offered to be acquired, Acquirer will first acquire the fully paid up shares and thereafter partly paid up shares will be acquired proportionately.
6. Acquirer will dilute upto 10% of his post offer shareholding in order to bring the public shareholding to the required level for the purpose of listing and will retain the listing of the company on all the stock exchanges.
7. The shares of MPL are listed/ permitted to trade on The Stock Exchange, Mumbai (BSE), Ludhiana Stock Exchange (LSE), Delhi Stock Exchange (DSE), Ahmedabad Stock Exchange (ASE) and Jaipur Stock Exchange (JSE). The voluntary delisting from ASE and JSE has already been sought by the present management of the company. Further, company has passed a resolution for getting the company delisted from DSE but no further steps in this regard have been taken. The Acquirer intends to retain the listing at these stock exchanges.
8. In terms of Regulation 20(5) of the Regulations, the shares of MPL were infrequently traded on all the stock exchanges during the relevant period i.e. during six months preceeding the date of this Announcement. Hence, the offer price is determined by the Acquirer and the Merchant Banker as per Regulation 20(5) of the SEBI (SAST) Regulations after taking into account the negotiated price under the agreement and other parameters including Return on Net-Worth, Book Value of the shares, Earning per Share, Price Earning multiple. The offer price in terms of Regulation 20(11) of SEBI (SAST) Regulations is justified.
9. The Offer is not subject to any minimum level of acceptances from shareholders.
10. Acquirer can revise the offer size and price (Regulation 26 of SEBI (SAST) Regulations 1997) till 29.01.2003, 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.
11. 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. R.D.M. Traders (P) Limited is a Private Limited Company having its registered office at 2/12, Main Patel Road, West Patel Nagar, New Delhi-110 008. It was promoted by Shri Raminder Singh, Shri Dilvinder Singh and Shri Manminder Singh.
2. Shri Dilvinder Singh, Shri Jaspal Singh and Smt. Chandra Kanta are Directors on the board of the Company.
3. As on the date of this Public Announcement, Shri Manminder Singh and Shri Ashok Kumar represent the Acquirer on the Board of Directors of MPL.
4. The company belongs to 'Ayur ' Group, a renowned name in the herbal cosmetic products and is carrying on the business of cosmetics with products offering hair care, skin care, body care and health care under the brand name of 'Ayur'. The company has registered a turnover of more than seventy five crores in the year 2001-2002. It caters to more than 300,000 retail counters and has received several certificates of appreciation in India and abroad for its products.
5. R.D.M. Traders (P) Limited has not promoted any company, listed or unlisted.

1. Smt. Gursharan Kaur Narang, W/o Late Shri Harbans Singh Narang, R/o 46/21, East Patel Nagar, New Delhi- 110 008 is the proprietor of Maidens Beauty Parlour and is a partner in several firms engaged in the business of manufacturing and trading of cosmetic items. Her personal net worth is Rs. 74,72,176/-(Rupees seventy four lac seventy two thousand one hundred and seventy six only) as on 30.09.2002 duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated 27.10.2002.
2. Shri Manminder Singh, S/o Late Shri Harbans Singh Narang, R/o 48/6, East Patel Nagar, New Delhi- 110 008 is a director in M/s Three-n-Products Pvt. Ltd. and a partner in several partnership firms engaged in the business of manufacturing, trading and export of cosmetic items. His personal net worth is Rs. 2,28,98,392/- (Rupees two crore twenty eight lac ninety eight thousand three hundred and ninety two only) as on 30.09.2002 duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated 27.10.2002.
3. Shri Raminder Singh, S/o Late Shri Harbans Singh Narang, R/o 46/21, East Patel Nagar, New Delhi- 110 008 is a director in M/s Three-n-Products Pvt. Ltd. and a partner in several partnership firms engaged in the business of manufacturing and trading of cosmetic items. His personal net worth is Rs. 2,33,07,980/- (Rupees two crore thirty three lac seven thousand nine hundred and eighty only) as on 30.09.2002 duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated 27.10.2002.
4. Shri Dilvinder Singh, S/o Late Shri Harbans Singh Narang, R/o 46/20, East Patel Nagar, New Delhi- 110 008 is a director in M/s R.D.M. Traders (P) Ltd. and M/s Three-n-Products Pvt. Ltd. and a partner in several partnership firms engaged in the business of manufacturing and trading of cosmetic items. His personal net worth is Rs. 2,50,54,576/- (Rupees two crore fifty lac fifty four thousand five hundred and seventy six only) as on 30.09.2002 duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated 27.10.2002.
5. Smt. Anchal Narang, W/o Shri Manminder Singh, R/o 48/6, East Patel Nagar, New Delhi- 110 008 is a partner in a firm engaged in the business of manufacturing and trading of cosmetic items. Her personal net worth is Rs. 13,90,264/- (Rupees thirteen lac ninety thousand two hundred and sixty four only) as on 30.09.2002 duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated27.10.2002.
6. Smt. Ravinder Narang, W/o Shri Raminder Singh, R/o 46/21, East Patel Nagar, New Delhi- 110 008 is a partner in several firms engaged in the business of manufacturing and trading of cosmetics and chemicals. Her personal net worth is Rs. 46,82,352/- (Rupees forty six lac eighty two thousand three hundred and fifty two only) as on 30.09.2002 duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated 27.10.2002.
7. Smt. Sonia Narang, W/o Shri Dilvinder Singh, R/o 46/20, East Patel Nagar, New Delhi- 110 008 is a partner in a firm engaged in the business of manufacturing and trading of cosmetic items. Her personal net worth is Rs. 13,51,892/- (Rupees thirteen lac fifty one thousand eight hundred and ninety two only) as on 30.09.2002 duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated 27.10.2002.
8. Smt. Daisy Singh, W/o Shri Jiwan Jyot Singh, R/o G-47, Lajpat Nagar, New Delhi is the proprietor of M/s new Blossom Beauty Parlour. Her personal net worth is Rs. 26,50,500/-(Rupees twenty six lacs fifty thousand and five hundred only) as on 30.09.2002 duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated27.10.2002.
9. Among the PACs, Smt. Gursharan Kaur is the mother of Shri Manminder Singh, Shri Raminder Singh, Shri Dilvinder Singh and Smt. Daisy Singh. Smt. Anchal Narang is the wife of Shri Manminder Singh, Smt. Ravinder Narang is the wife of Shri Raminder Singh and Smt. Sonia Narang is the wife of Shri Dilvinder Singh.
10. There has not been any formal agreement entered into by the Acquirer and PACs.

1. MPL having its Registered Office at Mata Rani Road, Ludhiana- 141 008 was incorporated on 10.07.1995 with the Registrar of Companies, Punjab, H.P. and Chandigarh. It was promoted by Shri Rajinder Paul Mohindra with the object to carry on the business of buying, selling, importing, exporting and manufacturing of paper.
2. The total listed paid up equity share capital of MPL, as on the date of this Public Announcement is Rs.39625250/- comprising 35,33,500 fully paid up equity shares of Rs. 10/- each and 17,16,100 partly paid up equity shares with Rs. 2.5/- paid on each share.
3. The business of the company is not doing well in the past and the company is incurring losses. The liquidity of the shares of the company is also nil and no rates are being quoted on any of the stock exchanges. Since the performance of the company has not been very appealing in the past, the shareholders have not paid allotment money but no steps for forfeiture have been taken by the Board of Directors of the company. Though, notice for forfeiture was issued vide letter dated 30.12.1996, keeping in view the weak capital market conditions and weak financial position of the company no action for forfeiture of shares was taken. After present acquisition the acquirer will take steps for getting the partly paid shares fully paid up or will dilute upto 10% of his post offer shareholding in order to bring the public shareholding to the required level for the purpose of listing.
4. The shares of MPL are listed/ permitted to trade on The Stock Exchange, Mumbai (BSE), Ludhiana Stock Exchange (LSE), Delhi Stock Exchange (DSE), Ahmedabad Stock Exchange (ASE) and Jaipur Stock Exchange (JSE). All the formalities relating to the voluntary delisting from ASE and JSE has already been completed by the `present management of the company and application has been made to these stock exchanges. Further, company has passed a resolution for getting the company delisted from DSE but no further steps in this regard have been taken. The Acquirer intends to retain the listing at these stock exchanges.
5. Based on the last available audited accounts, the total income and profit / loss for the year ended on 31.03.2001 are Rs.72310 and Rs. (143650) respectively. As on 31.03.2001, the paid up share capital is Rs. 39625250 and the net worth is Rs. 38160730. For the year ended on 31.03.2001, the return on net worth is nil%, book value per share is Rs. 7.26 and Earning per share was nil. As per the unaudited results on 30.09.2002 the total income and profit/loss are Rs. 47000 and Rs.(14000) respectively. As on 30.09.2002, the paid up share capital is Rs. 39625250 and the net worth is Rs. 38146730. For the period ended on 30.09.2002, the return on net worth is nil%, book value per share is Rs. 7.26 and Earning per share is nil.

1. The offer to the shareholders of MPL 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 MPL.
3. Presently the company is not carrying on any business activity and the income from operations in very meagre keeping in mind the size of the company. Acquirer is a renowned name in the field of cosmetic products and proposes to diversify the business activities of the company. Acquirer also intends to change the name of the company after acquisition.
4. Acquirer has undertaken that it will not dispose of or otherwise encumber any substantial assets of MPL in the next two years without taking prior approval of the shareholders except for the sale of assets for which resolution has already been passed by the shareholders in their annual general meeting held on 30.09.2002.

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 willful default by the Acquirer then provision contained in Regulation 22 (13) of the Regulations will also become applicable.

9. The Acquirer has made firm financial arrangements to meet the obligation under the offer in full. As per the Net Worth Certificates as on 30.09.2002, duly certified by Shri Alok Bajaj (Membership No. 84515) of M/s Alok Bajaj & Associates, Chartered Accountants, 1, Motia Khan, Rani Jhansi Road, New Delhi-55 vide his certificate dated 27.10.2002, 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 requirements for the acquisition of 10,50,000 equity shares (2,56,600 fully paid equity shares @ Rs. 8.00/- each and 7,93,400 Partly paid equity share @ Rs. 0.50/- each) Rs. 24,49,500/- (Rupees twenty four lacs forty nine thousand and five hundred only). In accordance with Regulation 28 of the Regulations, the Acquirer has created an Escrow Account in The Vysya Bank Limited, Karol Bagh, New Delhi of Rs. 10,00,000/- (Rupees ten lacs only) being more than 40% of the total consideration payable to 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 MPL whose names appear in the Register of Members of MPL at the close of business hours as on 12.12.2002 (the "Specified Date"). The Letter of Offer will be mailed to such shareholders by 26.12.2002.

The shareholders of MPL 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 College, New Delhi -110 017.Tele : 011-6231990,6232390Fax-011-6222146 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. 08.02.2003 in accordance with the instructions specified in the Letter of Offer & Application Form. The Contact person is Shri Punit Mittal.

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 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 the 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) and the original contract note issued by the broker through whom they have acquired their shares. No indemnity is required from unregistered shareholders.
4. In the event of non-receipt of Letter of Offer, the eligible persons may send application on plain paper stating the Name, Address, No. of shares held, No. of shares offered under the offer, Distinctive Nos., Folio No. 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. 08.02.2003.
5. 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), till the Acquirer complete its offer obligations in terms of the Regulations.
6. 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. 08.02.2003 would 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.
7. 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.
8. A copy of this Public Announcement is also available on SEBI's website www.sebi.gov.in.
9. 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.
10. A schedule of the major activities in respect of the offer is given as under :

Activity	Last Date
Last date for a Competitive Bid	06.12.2002 (Friday)
Specified Date (for the purpose of determining the names of those shareholders to whom the Letter of Offer would be sent)	12.12.2002 (Thursday)
Date by which Letter of Offer will be dispatched	26.12.2002 (Thursday)
Date of opening of the Offer	10.01.2003 (Friday)
Date for revising the offer price	29.01.2003 (Wednesday)
Date of closing of the Offer	08.02.2003 (Saturday)
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	10.03.2003 (Monday)

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. 29.01.2003 the same would be informed by way of Public Announcement in the same newspapers in which the original Public Announcement had appeared. The Acquirer would pay such revised price for all the shares tendered any time during the offer and have been accepted under the offer.
2. Pursuant to Regulation 13 of the Regulations, the Acquirer has appointed Doogar & Associates Limited as Manager to the Offer.
3. The Acquirer and PACs accept 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.

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: Mr. Punit Mittal

Place : New Delhi