PUBLIC ANNOUNCEMENT

For the attention of the Shareholders of Western Ministil Limited (WML)

(Registered Office – Mittal Tower, “A” Wing, 16^th Floor, Nariman Point, Mumbai 400 021)

This public announcement is being issued by Aryaman Financial Services Limited, on behalf of M/s. Girdhar Morari Agro Research Pvt. Ltd., (Acquirer ) pursuant to Regulation 10 and other provisions of Chapter III of and in compliance with the Securities & Exchange Board of India Substantial Acquisition of Shares and Takeovers (SAST) Regulations 1997 and subsequent amendments thereto (the "Regulations ").

The Offer

a. This offer is being made by M/s. Girdhar Morari Agro Research Pvt. Ltd. (hereinafter referred to as ‘Acquirer’/ having its registered office at 101, Aangan Apts., Swarg Ashram Street, Tithal Road, Valsad, Gujarat – 396 001, to the fully paid up equity shareholders of M/s. Western Ministil Limited (hereinafter referred to as WML/Target Company).

b. The details of the Acquirers and Persons Acting in Concert (PACs) are as given below :

Name	Relation with Acquirer	No. of Shares held in target company	% of total voting capital of the target company	Address	Net worth (Rs. in lacs)
M/s. Girdhar Morari Agro Research Pvt. Ltd	Acquirer	--	--	101, Aangan Apts., Swarg Ashram Street, Tithal Road, Valsad, Gujarat – 396 001	104.54
PACs
Shri Rajendra Chaturvedi	Director in the Acquirer Company	--	--	101, Aangan Apts., Swarg Ashram Street, Tithal Road, Valsad, Gujarat – 396 001	21.02
Shri Girdhari Lal Chaturvedi	Director in the Acquirer Company	--	--	501, Ramas Tower, Patil Paradise Complex, Tambe Nagar, Mulund (West), Mumbai 400 080	11.25
Shri Dinanath Bohre	Director in the Acquirer Company	--	--	744, Ratan Kunj, Soneka Kalsa, Mathura (U.P) – 281001	10.37

c. The Acquirer has entered into agreement dated 20.03.03 (“Acquisition Agreement”) to acquire by private negotiations from M/s. Western Rolling Mills Pvt.Ltd. (the promoters of Western Ministil Limited) having their office at Mittal Tower, A Wing, 16^th floor, Nariman Point, Mumbai 400 021 (hereinafter referred to as “Vendors”), a total of 4,62,581 equity shares (i.e. their entire shareholding in Western Ministil Limited) of Rs. 10 each representing 21.44% of the voting capital of WML for cash at a price of Re. 0.25 per share.

d. The mode of payment of the consideration for the shares acquired under the agreement is cash and the total consideration of Rs. 1,15,645.25 shall be paid within 3 days of the date of the Public Announcement. The agreement dated 20.03.03 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 Acquirer.

e. As on the date of the agreement, the Acquirer (including PACs) do not hold any shares in the Target Company.

f. The Acquirer is now making offer to the public shareholders of WML to acquire further 4,31,437 equity shares representing 20% of the voting equity share capital at a price of Re. 0.25 per equity share for fully paid up shares (the "Offer Price") payable in cash. The Offer is not subject to any minimum level of acceptance and the Acquirer will acquire all the equity shares of WML that are tendered in valid form in accordance with the terms and conditions set out herein and in the Letter of Offer to be sent to the shareholders up to a maximum of 4,31,437 equity shares (i.e. 20% of the Voting capital of WML).

g. The shares of the company are infrequently traded. The number of shares traded during the preceding 6 calendar months prior to the month in which this public announcement is nil. The last traded price of the share on the Stock Exchange at Mumbai was on June 4, 2001 at Rs. 1.30 and the number of shares traded were 50. The offer price has been arrived at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into account the following:

i. The negotiated price under the agreement which in this case is Re. 0.25 per share for fully paid shares (Regulation 20(5)(a)).

ii. The Acquirer 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)).

iii. Other Parameters as on 31.03.2002 such as Book Value of Rs (11.71), EPS and Return on Net worth being nil, the shares of the company have also been valued by M/s. Pathak H.D. & Associates, Chartered Accountants, having their office at 709, Tulsiani Chambers, 212 Nariman Point, Mumbai – 400 021. As per their valuation report dated January 31, 2003 the value per shares is Re. 0.10. Regulation 20(5)(c)).

Information about the Acquirer –

M/s. Girdhar Morari Agro Research Pvt. Ltd. (GMAR)

GMAR was incorporated as a private limited company on February 12, 1991 under the Companies Act, 1956. The registered office of the Company is situated at at 101, Aangan Apts., Swarg Ashram Street, Tithal Road, Valsad, Gujarat – 396 001.

The promoter of the company is Mr. Rajendra Chaturvedi and the directors of the company are Mr. Girdhari Lal Chaturvedi, Mr. Rajendra Chaturvedi and Mr. Dinanath Bohre . The Company is not listed on any Stock Exchange.

The company is engaged in the agricultural business with the main activity of growing fruits and food grains.

As on 31^st March 2002 the Share Capital of the company was Rs. 4.00 lacs divided into 3000 equity shares of Rs.100 each fully paid up and 1000 (11%) Preference Shares of Rs. 100 each. The net worth was Rs. 75.54 lacs. The total income for the period ended 31^st March 2002 was Rs. 8.29 lacs with a net profit of Rs. 0.92 lacs. The book value per share, earnings per share and return on networth as on March 31^st 2002 was Rs. 2484.85 , Rs. 27.14 and 1.22% respectively. (While calculating the Book Value, the preference capital has not been taken into account and for the purpose of EPS, the Preference Dividend has been deducted from the profits).

As on February 25, 2003, the Authorised Share Capital of the Company has been increased from Rs. 5.00 lacs to Rs. 50.00 lacs divided into 30,000 Preference Shares of Rs. 100/- each, 3000 Equity Shares of Rs. 100/- each and 17,000 Unclassified shares of Rs. 100/- each vide a special resolution passed at the EOGM. As per the unaudited certified results of the company for the eleven months period ended 28^th February 2003, the share capital of the company is Rs. 33 lacs divided into 3000 Equity shares of Rs. 100/- each and 30,000 Preference Shares of Rs. 100/- each. The total income was Rs. 12.76 lacs with a net profit of Rs. 4.69 lacs.

The networth of the company as on February 28, 2003 as certified by M/s. Rajen Damani & Associates -Chartered Accountants, (membership no. of Mr. Bipin L. Thakker – Partner is 47126), having their office at 89/A, Mittal Chambers, 228, Nariman Point, Mumbai – 400 021, Tel : 022 2202 9071 Fax : 022 2282 0446, vide certificate dated 19.03.03 is Rs. 104.54 lacs. While calculating the networth figure the Profit / Loss for operations during the current period (i.e 01.04.02 to 28.02.03 ) has not been included.

The names, address and relationship of the Acquirers and PACs are given in the table above under the head ‘The Offer’ on point no. b.

Information of the Target Company – Western Ministil Ltd.

a. WML is a Public Limited Company having its Registered Office at Mittal Tower, “A” Wing, 16^th Floor, Nariman Point, Mumbai 400 021. The company was incorporated on August 3, 1972 in the name of Western Ministil Private Limited. The name of the company was changed to its present name by a special resolution passed by the company at its General Meeting on January 17, 1973. The fresh certificate consequent to change in name was obtained on February 1, 1973. The Company was originally promoted by Western India Strip Mills (subsequently known as Western Rolling Mills Pvt. Ltd.), a unit company in K. Parikh Group of Industries having its Registered office at Mittal Tower, “A” Wing, 16^th Floor, Nariman Point, Mumbai 400 021. The present Board of Directors of the company consists of Mr. K. Ramachandran, Mr. Prithviraj S. Parikh, Mr. Bhaskar V. Shah, Mr. Niranjan N. Lalbhai and Mr. P.K.R.K. Menon.

b. The Authorised Share Capital of the company as on 31.03.02 was Rs. 1000 lacs, divided into 100,00,000 equity shares of Rs. 10/- each. The Issued and subscribed capital of the company is Rs. 215.72 lacs divided into 21,57,186 equity shares of Rs. 10/- each. The equity shares of WML are listed on the Mumbai Stock Exchange.

c. The company had its principal activities of making steel by Electric Arc Furnace Route at their factory situated at Mulund. As a result of the unprecedent recession in steel industry, more particularly in the secondary sector, the Company had suspended its production in February 1993, which eventually lead to the closure of the plant with effect from 01-12-95. The Company had since dismantled its plant and disposed off all the items of plant, machinery and equipment to meet the financial obligations towards repayment of loans to banks and financial institutions.

d. The company has not carried out any activities during the financial year 2001-02. The net loss for the period is Rs. 30.56 lacs. The networth of the company was Rs. (252.79) lacs. The book value per share as on March 31^st 2002 was Rs. (11.71). The earnings per share and return on networth being nil.

4. Reason for the Offer and Future Plans about Target Company.

a. This offer has been made pursuant to Regulation 10 and other provisions of Chapter III and in compliance with the SEBI (SAST) Regulations

b. The Acquirer through this offer proposes to make a strategic investment in the Target Company and for the time being does not intend to take management control of the company.

c. The Acquirer does not have any intention to dispose of or otherwise encumber any assets of the target company in the next two years from the date of closure of the offer, except in the ordinary course of business with the prior approval of the shareholders.

5. Statutory Approvals and Conditions of the Offer.

a. To the knowledge of the Acquirer 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 Acquirer will not proceed with the Offer.

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

6. Financial Arrangements

a. The Acquirer has adequate and firm financial resources to fulfill the obligations under the open offer. The sources of funds shall be through internal resources of the company. 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.

b. The maximum purchase consideration payable by the Acquirer in the case of full acceptance of the offer is Rs. 1.08 lacs. The Acquirer has created a Fixed Deposit for a sum of Rs. 0.27 lacs with HDFC Bank, Nariman Point Branch towards escrow i.e. 25% of the total consideration payable.

c. M/s. Rajen Damani & Associates Chartered Accountants (membership no. of Mr. Bipin L. Thakker – Partner is 47126), having their office at 89/A, Mittal Chambers, 228, Nariman Point, Mumbai – 400 021, Tel : 022 2202 9071 Fax : 022 2282 0446 have confirmed vide their certificate dated 19.03.03 that sufficient resources are available to allow the Acquirers to fulfill its obligations under the offer. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirer to implement the offer in accordance with the Regulations.

d. The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfill offer obligations.

7. Other Terms of the Offer

a. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of WML (except the Acquirer, Persons Acting in Concert and parties to the Agreement ) whose names appear on the Register of Members of WML and to the beneficial owners of the shares of WML whose names appear on the beneficial records of the respective depositories at the close of the business on 31.03.03 (the Specified Date).

b. Shareholders who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement, Original Share Certificate (s) and Transfer Deed (s) duly signed to the Registrar to the Offer at the address given below, either by hand delivery during normal business hours Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding Bank Holidays) or by Registered Post on or before the close of the offer i.e. 06.06.03 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. The address of the Registrar to the Offer is as under :

Bigshare Services Pvt. Ltd.

E-2/3, Ansa Industrial Estate,

Sakivihar Road,

SakiNaka, Andheri (E),

Mumbai – 400 072

Tel : 022 2852 3574 / 2856 0652

Fax : 022 2852 5207

e-mail : bigshare@bom7.vsnl.net.in

Contact Person : Mr. Verghese

c. 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.06.06.03, 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"), in favour of Bigshare Services Pvt. Ltd – Escrow A/c Offer of Western Ministil Ltd., filled in as per the instructions given below :-

DP Name : IDBI Bank Ltd.

Client ID No. : 11199857

DP ID No. : IN300450

d. All owners of shares, registered or unregistered (except the Acquirer, the Persons Acting in Concert and Parties to the agreement), 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.

e. 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. 06.06.03.

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

g. 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.

h. Shares, if any, that are 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.

i. Shareholders who have sent their shares for demat need to ensure that the process of getting shares dematted 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. 06.06.03 else the application would be rejected

j. Schedule of Activities pertaining to the Offer is given below:

ACTIVITY	DAY & DATE
Public Announcement	Saturday, 22.03.03
Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)	Monday, 31.03.03
Last date for a Competitive Bid	Friday, 11.04.03
Date by which Letter of Offer to be posted to the shareholders.	Saturday, 03.05.03
Date of Opening of the Offer	Thursday, 08.05.03
Last date for revising the offer price / Number of shares	Wednesday, 28.05.03
Last date for withdrawal of acceptance by the shareholders	Monday, 02.06.03
Date of Closure of the Offer	Friday, 06.06.03
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 despatched/ credited.	Saturday, 05.07.03

8. General

a. 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.: 06.06.03 by filling the withdrawal form attached herewith. The withdrawal form is also available on the SEBI website (www.sebi.gov.in ).

b. The Acquirers (including PACs), Sellers and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued u/s. 11 B of SEBI Act.

c. If there is any upward revision in the offer price before the last date of revision (i.e. 28.05.03) or withdrawal of the Offer, the same would be informed by way of Public Announcement in the same Newspapers where the original public Announcement appeared. Such revised offer price would be payable to all the shareholders who have tendered their shares any time during the offer and have been accepted under the offer.

d. Pursuant to Regulation 13 of the Regulations, The Acquirer has appointed Aryaman Financial Services Limited as Manager to the Offer and Bigshare Services Pvt. Ltd. as the Registrar to the Offer.

e. The Acquirer (including PACs), accept full responsibility for the information contained in this Announcement and also for the obligations of the Acquirer (including PACs) as laid down in the Regulations.

f. For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement is also available on SEBI's website at www.sebi.com .Eligible persons to the Offer may also download a copy of the Letter of Offer and Form of Acceptance cum Acknowledgement, which will be available on SEBI's website at www.sebi.com from the offer opening Date i.e. 08.05.03 and apply in the same.

Issued by: Manager To The Offer

Registrar to the Offer

Aryaman Financial Services Limited, 35, Atlanta, Nariman Point, Mumbai – 400 021.

Tel. : (022) 22826465/66, Fax : (022) 22826467

Email : aryaman@bom2.vsnl.net.in.

Contact Person : Ms. Radha Kirthivasan

Bigshare Services Pvt. Ltd.

E-2/3, Ansa Industrial Estate,

Sakivihar Road, SakiNaka, Andheri (E), Mumbai – 400 072

Tel : 022 2852 3574 / 2856 0652

Fax : 022 2852 5207

e-mail : bigshare@bom7.vsnl.net.in

Contact Person : Mr. Verghese

On Behalf of : M/s. Girdhar Morari Agro Research Pvt. Ltd.101, Aangan Apts., Swarg Ashram Street, Tithal Road, Valsad, Gujarat – 396 001Tel : 02632 2466

Place: Mumbai Date: 21.03.03

ACTIVITY