LETTER OF OFFER

 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as shareholder(s) of Saptarishi Agro Industries Ltd.("SAIL"). If you require any clarifications about the action to be taken, you may consult your stock broker or Investment Consultant or Manager to Offer/Registrar to the Offer. In case you have recently sold your shares of Saptarishi Agro Industries Ltd., 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

By

Calibre Rehabs Ltd. ("CRL")

Regd. Office : SCO, 110-111, Sector 34 A, Chandigrah.

Tel No : (0172)377707 Fax No. 0172-604045

For the purchase of up to 6804408 fully paid-up equity shares representing 20% of the total voting capital of

Saptarishi Agro Industries Ltd.

Regd. Office : Wescare Towers, 16 Cenotaph Road, Teynampet, Chennai- 600018,

Tel No: 044 – 4315850/51/52 Fax No.: 044 - 4351011

at a price of Rs. 1.50/- (Rupees One and paise fifty only) per Equity Share

Attention: (1) This Offer is being made in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof (Regulations") (2) No statutory approval is required to complete the Offer except the approval from the Reserve Bank of India ("RBI") under Foreign Exchange Management Act, 1999 ("FEMA") to acquire the shares from non-resident shareholders. On closure of the offer, the Acquirer on behalf of such non-resident shareholders would make the requisite application to RBI to obtain permission under FEMA to enable the Acquirer to acquire their shares. As on the date hereof there are no other statutory approvals required to implement this offer. (3) it is not a competitive bid (4) It Is an unconditional offer (5) If there is any upward revision of the Offer price by the Acquirer till the last date for revision viz. 30.07.2003 ( Wednesday) or withdrawal of the Offer, the same would be informed by way of a Public Announcement in the same newspapers in which the original Public Announcement had appeared. Such revised Offer Price would be payable for all the shares tendered anytime during the Offer and accepted under the Offer. (6) In terms of Regulation 25(2) of Regulations, no public announcement for a competitive bid shall be made after 21 days from the date of Public Announcement i.e 13.01.2003. (7) 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 i.e. 05.08.2003 ( Tuesday) , prior to the date of the closure of the offer.

(8) If there is competitive bid:

Issued by Manager to the Offer: Registrar to the Offer:

Indbank Merchant Banking Services Limited RCMC Share Registry (P)Ltd.

(A Subsidary Of Indian Bank) 1515, Ist Floor, Bisham Pitamah Marg

6A, Atma Ram House, 1 Tolstoy Marg, Kotla MubarakPur ( Near South Ext.)

New Delhi – 110 001. New Delhi- 110003

Tel. No. (011) - 2335 3264/ 2335 4641 Tel. No.- (011)-24692346,24601017

Fax: (011) – 23720186 Fax. No.- (011)-24692345

E-mail:Indbank@del3.vsnl.net.in E-mail:- RCMC@theoffice.net

SEBI Reg. No: INM 00000 1394 SEBI Reg. No.:INR000000429

Contact Person: Mr. N D S Chari Contact Person:- Mr. P L Gupta

(1)     DISCLAIMER CLAUSE

1. The Transferor holds controlling interest in the Share Capital and Management of the Company and the Transferee is desirous of purchasing all the said 2,52,78,377 shares which represent 74.30% of the total voting capital of Saptarishi Agro Industries Ltd. ("Target Company") held by the transferor in the company and thereby acquiring control of the company and its management.

2. Saptarishi Agro Industries Ltd. is a Joint Sector company originally promoted by Mr. R K Jajoo and his relatives and friends along with Tamil Nadu Industrial Development Corporation Ltd. (TIDCO). The Board of Directors of TIDCO have no objection to the transfer of shares from Global Green Company Ltd (Transferor) to Calibre Rehabs Ltd. (Transferee).

3. The total consideration of Rs. 115.00 Lakhs for 25278377 equity shares inclusive of 9527842 equity shares which are in lock-in period of one to three years which works out to Re. 0.45 (Negotiated Price") per equity share. An amount of Rs. 15.00 Lakhs has already been paid towards the part payment of the total consideration. The transferor would deliver to the Transferees, Physical share certificates in respect of all the said 25278377 shares of the Saptarishi Agro Industries Ltd. together with the duly executed Transfer Forms on receipt of the full consideration.

4. The shares are acquired by the acquirer subject to Regulation 22(16) of Regulations and accordingly in case of non compliance of any provision of this Regulation the agreement for such sale shall not be acted upon by the seller or the acquirer.

5. The Acquirer and the Target Company have not been prohibited by SEBI from dealing in securities in terms of directions issued u/s 11B of the SEBI Act or under any of the regulations made under the SEBI Act.

3.1 Calibre Rehabs Ltd.

Rs. In Lacs

(In Rupees)

 Note 1. The financial of the Agro Dutch Industries Ltd. is as on 31.3.2002

  The Latest Market Price on NSE is Rs. 11.50 on 19.02.2003 and Rs. 11.45 on the Stock Exchange of Mumbai on 19.02.2003.

Sources: Respective Stock Exchange(s)

2. The acquirer undertake that they will not disposed off or otherwise encumber any assets of the target Company in the succeeding two years , except in the ordinary course of business of the target company.

3. The acquirer undertake that they will not sell, dispose off or otherwise encumber any substantial asset of the target company except with the prior approval of the shareholders.

 4.8 The Financial details of Saptarishi Agro Industries Ltd.

Rs. in Lacs.

(Rs. in Lacs)

* The increase in the Share Capital of Saptarishi Agro Industries Ltd. was on account of allotment of 95,27,842 Equity Shares of Rs. 10/- each aggregating to Rs. 9,52,78,420 on preferential basis to Global Green Company Limited.

 The Increase in share capital of Saptarishi Agro Industries Ltd. is as explained below

Share Capital as on 31.3.2002 :Rs. 24,51,21,000

Allotment of 9527842 shares of Rs. 10/- each on preferential basis

to Global Green Company Ltd. on 13.09.2002 : Rs. 9,52,78,420

Total : Rs. 34,03,99,420

• The acquirer does not acquire any shares after the date of public Announcement i.e 13.01.2003.

• TIDCO is also eligible to participate in the open offer.

11. Dalcem Veciab By Agro Industries is a foreign National and are eligible to participate in the offer subject to the applicable rules.

12. The Target company has increased its share capital from 24494200 equity shares to 34022042 equity shares . These 9527842 shares has been issued to Global Green company .The details of the such acquisition are as under.

The shareholding pattern of GGC before and after each acquisition made since the closure of the previous open offer made in November 2000 till 31.01.2003 is as follows:

* Total No of Shares = Total Voting Right of the Company of Saptarishi Agro Industries Ltd.

5.1 Justification of offer Price

6. All owners of equity shares, registered or unregistered (except parties to MoU) are eligible to participate in the Open Offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on Plain paper stating the Name , Address, No. of Equity Shares held, No of Equity Shares offered, Distinctive Nos., Folio No., Together with Original Share Certificate(s), Valid Transfer Deed(s), and the original contract note issued by the Broker through whom they acquired their shares. No Indemnity is required from the unregistered owners.

6.2     Lock in Shares

6.3  Eligibility for accepting the offer

6.4            Statutory Approvals and Condition of the Offer

7.2 Owners of shares who have tendered their shares for transfer should enclose :

4. In case, the number of shares offered for sale is more than the shares agreed to be acquired, the Acquirer shall accept the offer received on a proportionate basis, in consultation with the Manager to the Offer, ensuring that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots. The minimum market lot is 100. However the shareholders holding less than the marketable lot can offer the entire holding in terms of Regulation 21(6) of SEBI(SAST) Regulations, 1997.

8. Document for Inspection

1. Certificate of Incorporation, Memorandum and Articles of Association of Calibre Rehabs Ltd.

2. A C.A's Certificate certifying the adequacy of financial resources to fulfil the open offer obligation by the acquirer ("Calibre Rehabs Ltd.")

4. Letter from Canara Bank confirming the amount kept in the Escrow account are lien in favour of Merchant Banker ("Indbank Merchant Banking Services Ltd."). 

5. A Copy of an agreement between M/s Calibre Rehabs Ltd. and M/s Global Green Company Ltd. to acquire 74.30% of shares of Saptarishi Agro Industries Ltd. which has triggered the Takeover code in terms of Regulation 10 & Regulation 12 of Regulations.

6. A published copy of Public Announcement.

9. Responsibility Statement

The Acquirer accept full responsibility for the information contained in this Letter of Offer and Form of Acceptance. The acquirer shall jointly and severally responsible for ensuring compliance with the Regulations. All information contained in this document is as on the date of the Public Announcement, unless stated otherwise. Mr. Malvinder Singh the Director/Mr. Arvind Kalra has been authorized by the Board of Directors of Calibre Rehabs Ltd. to sign the Letter of Offer.

For Calibre Rehabs Ltd.

Sd/-

Arvind Kalra

Authorised Signatory

Place : New Delhi

Date: 07.07.2003

Encls: Form of Acceptance cum Acknowledgement and transfer deed

(Please send this Form with enclosures to the Registrars to the Offer at their address given below)

From,

To,

RCMC Share Registry (P) Limited Offer Opens On : 10.07.2003

(Unit :SAIL.- Open Offer), Offer Closes On : 08.08.2003

1515-Ist Floor, Bhisham Pitamah Marg,

Kotla Mubarakpur (Near South Extn.),

New Delhi – 110 003

Dear Sirs,

SUB:Open Offer for purchase of 6804408 Equity Shares of Saptarishi Agro Industries Ltd.representing 20% of its voting capital at an Offer Price of Rs.1.50/- per fully paid up equity share by Calibre Rehabs Ltd.(Acquirer).

I/we refer to the Letter of Offer dated 07.07.2003 for acquiring the equity shares held by me/us in Saptarishi Agro Industries 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 accept the offer and enclose the original share certificate(s) and duly signed transfer deeds in respect of my/our shares as detailed below :

Ledger Folio No . __________________ No. of Share Certificate ____________

(Please attach an additional sheet of paper and authenticate the same, if the above space is insufficient)

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

I/We note and understand that the share holders who have accepted the offer by tendering the requisite documents, in terms of the Public announcement/Letter of Offer, shall have the option to withdraw acceptance tendered by him up to three working days i.e. 05.08.2003 (Tuesday), prior to the date of closure of the offer.by submitting an application on plain paper along with relevant details.

I/We note and understand that the original share certificate(s), valid share transfer deed(s) will be held in trust for me/us by Registrar to the Offer until the time the Acquirer gives the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer will pay the purchase consideration only after verification of the documents and signatures.

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

I/We authorize the Acquirer to send by registered post the cheque/demand draft/pay order, in settlement of the amount to the sole/first holder at the address mentioned below:

So as to avoid fraudulent encashment in transit, the shareholder(s) may provide details of Bank Account of the sole/first shareholder and the consideration cheque/demand draft/pay order will be drawn accordingly.

Permanent Account No.(PAN/GIR No.) allotted under the Income Tax Act, 1961, is as under:

Note: i. In case of joint holdings all must sign. ii. A Corporation must affix its common seal.

Place: Date:

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

Received from Mr./Ms./M/s____________ Stamp of Collection Centre

Folio No. :__________________________ Signature of Officer)

Address ____________________________ Date of receipt

No. of Share certificates enclosed _______ Certificate No.___________

Total number of Share(s) enclosed _______________________________

Note: All future correspondence, if any, should be addressed to Registrars to the Offer, at the address mentioned below :