THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of offer is sent to you as a shareholder(s) of SUNFLEX FINANCE AND INVESTMENTS LIMITED (SF&IL). If you require any clarifications about the action to be taken, you may consult your Stock broker or investment consultant or you can also contact the Manager or Registrar to the Offer. In case you have recently sold your shares in the Company, please hand over this Letter of offer and the accompanying Form of Acceptance cum acknowledgement and instrument of transfer to the Member of Stock Exchange through whom the said sale was effected.

Mr. SHEKHAR J. MEHTA, Mr. ANMOL S. MEHTA, Mr. SHAURAT S. MEHTA

All Residing at : JCM House, 320 LD Ruparel Marg, Malabar Hill, Mumbai – 400 006

Tel. No. 6964444, Fax:6964400

AND

Mr. SAILESH J. MEHTA

Residing at : 3K, Alankar, 3, Harkness Road, Walkeshwar, Mumbai – 400 006

Tel No. 6964444, Fax: 6964400

MAKE AN OFFER AT Rs.11.00/- (RUPEES ELEVEN ONLY) PER EQUITY SHARE IN CASH

(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)

TO THE SHAREHOLDERS OF

M/s. SUNFLEX FINANCE AND INVESTMENTS LIMITED

(Registered Office: Cecil Court, 2^nd Floor, Mahakavi Bhushan Marg, Mumbai – 400 039

Tel No: 2850219, Fax: 204 5517

FOR THE PURCHASE OF 2,41,496 FULLY PAID-UP EQUITY SHARES OF Rs.10/- EACH BY TENDER AT A PRICE OF Rs.11/- PER SHARE OF SF&IL REPRESENTING 20 % OF THE EQUITY SHARE AND VOTING CAPITAL. THESE SHARES WILL BE ACQUIRED IN CASH, IN ACCORDANCE WITH REGULATION 20 (1)(a) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENTS THEREOF, FROM THE EXISTING EQUITY SHAREHOLDERS OF SF&IL.

ATTENTION :

1. The offer to acquire shares tendered pursuant to the offer is subject to such approvals as may be required from time to time. However, no approvals, statutory or otherwise are required to acquire the equity shares that are tendered pursuant to the offer.

2. This is not a conditional offer and is not subject to any minimum level of Acceptance. (MLA) If the aggregate of the valid response exceeds 241496 Equity Shares, then the Acquirers shall accept the offers received on a proportionate basis in accordance with Regulation 21(6) of the Regulations.

3. Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement / Letter of offer, can not withdraw the same.

4. Regulation 26 and 27 of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers), Regulations, 1997 provides for an upward revision/withdrawal of the offer respectively and any such upward revision/withdrawal would be informed by way of a Public Announcement in the same newspapers where the original Public Announcement has appeared. The last date for making such revision is 17^th June, 2002. The revised price, if any would be payable by the Acquirers for all the shares tendered anytime during the offer.

5. If there is Competitive bid the Public offer under all subsisting bids shall close on the same date. As the offer price can not be revised during the 7 working days prior to the closing date of the offers/bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.

6. A copy of Public Announcement and this Letter of Offer (including Form of Acceptance cum Acknowledgement) is also available on SEBI web-site (www.sebi.gov.in)

The Offer will remain open on all working days (excluding Sundays & Public Holidays) from May 28, 2002 to June 26, 2002.

MANAGER TO THE OFFER	REGISTRAR TO THE OFFER
WEIZMANN CAPITAL LIMITED	MONDKAR COMPUTERS PVT. LTD
Empire House	21, Shakil Niwas,
214, Dr. D. N. Road	Mahakali Caves Road,
Fort	Andheri – East
Mumbai – 400 001.	Mumbai – 400 093
Phone : 2071501/2071524	Phone : 8257641
Fax : (91-22) – 2071512	Fax : 8211996
Email : sanjay@weizmann.co.in	Email : mcplrt@bom7.vsnl.net.in
Contact Person : Sanjay Chavan	Contact Person : Ravindra Utekar

A schedule of some of the major activities in respect of this offer is given below:

Public Announcement (P.A) Date	Friday, 12^th April, 2002
Specified Date	Friday, 12^th April, 2002
Date by which letter of offer will be despatched to the shareholders	Wednesday, 22^nd May, 2002
Offer opens on	Tuesday, 28^th May, 2002
Offer closes on	Wednesday, 26^thJune, 2002
Last date for revising the offer price / number of shares	Monday, 17^th June, 2002
Last date for a competitive bid	Friday, 3^rd May, 2002
Date by which the acceptance / rejection would be intimated and the corresponding payment for the acquired shares and / or the share certificate for the rejected shares will be despatched.	Thursday, 11^th July, 2002

This offer is made to all the Equity Shareholders of SUNFLEX FINANCE & INVESTMENTS LIMITED (SF&IL) (other than the sellers) irrespective of whether their names appear in the Register of SF&IL as on specified date or not.

	CONTENTS
Sr.No	Subject	Page Nos.
1.	Disclaimer Clause	3
2.	Details of the offer	3 – 4
3.	Background of the Acquirer(s) (including PACs, if any)	4 – 6
4.	Background of SUNFLEX FINANCE AND INVESTMENTS LIMITED	6 - 8
5.	Offer Price and Financial arrangements	9
6.	Terms & Conditions of the offer	9 –11
7.	Procedure for acceptance and settlement of the offer	11 – 12
8.	Documents for inspection	12
9.	Declaration by the Acquirer(s)	12
10	Form of Acceptance cum Acknowledgement	Enclosure

TERMS DEFINED

Term	Definition/Meaning
Acquirers	Mr. Shekhar J. Mehta Mr. Sailesh J. Mehta Mr. Anmol S. Mehta Mr. Shaurat S. Mehta
Target Company	SUNFLEX FINANCE & INVESTMENTS LIMITED or (SF&IL)
Regulations	Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and Subsequent Amendments thereto.
SEBI	Securities And Exchange Board of India
Specified Date	12^th April, 2002
MoU	Memorandum of Understanding dated 8th April, 2002 Between the Acquirers and sellers.
PA	Public Announcement
Offer	Offer for acquisition of 241496 fully paid up Equity shares of Rs.10/- each of SF&IL at a Price of Rs.11/- (Rupees Eleven only) per share for Cash.
LoO	Letter of Offer
Registrar	Mondkar Computers Private Ltd
Sellers	(1) Mr. Vinod Agarwal (2) Mr. Vinod B. Agarwal (in his capacity as Karta of M/s. Vinod B. Agarwal HUF) (3) Mrs. Usha V. Agarwal (4) Ms. Kumpal V. Agarwal (5) Mr. Ankit V. Agarwal (6) Ms. Rashi V. Agarwal (7) Mr. Kishor S. Dhurandhar (8) Ms. Tanvi K. Dhurandhar (9) Mrs. Shailaja S. Dhurandhar The aforesaid sellers are not eligible to Participate in the offer.
Manager to the offer	Weizmann Capital Ltd
Offer Price	Rs.11/- (Rupees Eleven) per fully paid up Equity Share of Rs.10/- each of SF&IL.
Public Announcement	Announcement of Open Offer made in Various Newspapers dated 12^th April, 2002.
BSE	The Stock Exchange, Mumbai
Eligible Shareholders	All the shareholders of the Company (Except the Sellers ) irrespective of whether they are registered or non-registered and the beneficial owners of the shares of the company whose names appear on the beneficial records of the respective Depositories as on the specified date i.e. 12^th April, 2002.

1. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SECURITIES & EXCHANGE BOARD OF INDIA (HEREINAFTER REFERRED TO AS "SEBI") SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT 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 CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF M/S. SUNFLEX FINANCE & INVESTMENTS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER(S) OR THE TARGET COMPANY WHOSE SHARES / CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER(S) ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER(S) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, NAMELY WEIZMANN CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED APRIL 23, 2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER(S) FROM THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THIS OFFER.

2. DETAILS OF THE OFFER

2.1 Background of the offer

The offer is being made by the Acquirers in pursuance of and in compliance of Regulation 10 and 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto for substantial acquisition of shares accompanied with change in control/management.

Mr. Shekhar J. Mehta, Mr. Sailesh J. Mehta, Mr. Anmol S. Mehta and Mr. Shaurat S. Mehta (hereinafter referred to as the “Acquirers”) have entered into Memorandum of Understanding (MOU) dated April 8, 2002 with (1) Mr. Vinod B. Agarwal (2) Mr. Vinod B. Agarwal (in his capacity as Karta of M/s. Vinod B. Agarwal HUF) (3) Mrs. Usha V. Agarwal (4) Ms. Kumpal V. Agarwal (5) Mr. Ankit V. Agarwal (6) Ms. Rashi V. Agarwal (7) Mr. Kishor S. Dhurandhar (8) Ms. Tanvi K. Dhurandhar (9) Mrs. Shailaja S. Dhurandhar (hereinafter collectively referred to as "the Sellers" who are the promoter group of (SF&IL) for acquiring 702700 fully paid-up Equity Shares of Rs. 10/- each representing 58.20 % of the Voting Capital of SUNFLEX FINANCE AND INVESTMENTS LIMITED (herein after referred to as "the Target Company" or "SF&IL) at a price of Rs. 8.50/- only payable by cheque as per the terms and conditions specified therein. The Total Paid-up Capital of SF&IL is Rs.1,20,74,800/- divided into 12,07,480 Equity Shares of Rs. 10/- each fully paid up. The Acquirers have not acquired any shares of SF&IL on the date of Public Announcement. In case, however, of non-compliance of any provisions of the Regulations, the MoU dated April 8, 2002, for such sale shall not be acted upon by the sellers or the Acquirers.

Sr. No.	Name of the Sellers	Residential Address	Telephone No.	Fax. No.
1.	Mr. Vinod B. Agarwal	8, Sudhakar, 26, Narayan Dabholkar Road, Mumbai – 400 006	3635165	2045517
2.	Mr. Vinod B. Agarwal (in his capacity as karta of M/s. Vinod B. Agarwal HUF	8, Sudhakar, 26, Narayan Dabholkar Road, Mumbai – 400 006	3635165	2045517
3.	Mrs. Usha V. Agarwal	8, Sudhakar, 26, Narayan Dabholkar Road, Mumbai – 400 006	3635165	2045517
4.	Ms.Kumpal V. Agarwal	8, Sudhakar, 26, Narayan Dabholkar Road, Mumbai – 400 006	3635165	2045517
5.	Mr. Ankit V. Agarwal	8, Sudhakar, 26, Narayan Dabholkar Road, Mumbai – 400 006	3635165	2045517
6.	Ms. Rashi V. Agarwal	8, Sudhakar, 26, Narayan Dabholkar Road, Mumbai – 400 006	3635165	2045517
7.	Mr. Kishore S. Dhurandhar	Pathare Prabhu Building, 34, Pandita Ramabai Road, Chowpatty, Mumbai – 400 007	3648654	2045517
8.	Ms. Tanvi K. Dhurandhar	Pathare Prabhu Building, 34, Pandita Ramabai Road, Chowpatty, Mumbai – 400 007	3648654	2045517
9.	Mrs. Shailaja S. Dhurandhar	Pathare Prabhu Building, 34, Pandita Ramabai Road, Chowpatty, Mumbai – 400 007	3648654	2045517

After the Completion of all formalities related to the acquisition In terms of the provisions of the aforesaid Agreement, inter alia, the control of management of SF&IL is intended to be changed, subject, however, to such permissions, as may be required, from SEBI and/or other Authorities.

The proposed change in control is consequent to the MoU dated 8^th April. 2002.

The Acquirers will comply with the Regulations and complete the Offer formalities.

The Acquirers have made offer to all the shareholders of SUNFLEX FINANCE & INVESTMENTS LIMITED (hereinafter referred to as “the Target Company “ or “SF&IL”) to acquire from them up to 241496 Fully paid-up Equity Shares of Rs.10/- each (representing 20 % of its paid up Equity Share Capital of the Company) on the terms and conditions, as set out below at a price of Rs.10/- per Equity Share (“the Offer Price”) payable in cash (“the offer”).

The Sellers covered under the aforesaid Agreement dated April 8, 2002 shall, however, not be entitled to participate in this offer.

The offer is not subject to any minimum level of acceptance and the Acquirers herein shall acquire all the equity shares that are tendered, pursuant to this offer, up to a maximum of 2,41,496 Equity shares.

The Acquirers, Sellers or SF&IL has not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s. 11B of SEBI Act or under any of the regulations made under the SEBI Act.

None of the present Directors on the Board of Directors of SF&IL represent the Acquirers. However, pursuant to this offer, the Acquirers would seek reconstitution of the board of Directors of SF&IL to provide representation to the Acquirers, once the Offer is completed.

2.2 Details of the proposed offer

In accordance with Regulation 10 and 12 of the Regulations, the Acquirers made a Public Announcement on 12^th April, 2002 which was published in the following newspapers in accordance with Regulation 15(1) of the Regulations

Newspaper	Edition(s)	Language
The Financial Express	All Editions (i.e. Mumbai, New Delhi, Chennai, Bangalore, Calcutta, Kochi and Chandigarh )	English
Jansatta	All Editions (i.e. New Delhi, and Calcutta)	Hindi
Tarun Bharat	Mumbai Edition	Marathi

The Public Announcement is also available on the Sebi website at www.sebi.gov.in

The Acquirers are making an Open Offer to all the Fully paid Equity shareholders (other than the Sellers) of SF&IL as on 12^th April, 2002 being the Specified Date to acquire up to 20% of the voting Capital representing 2,41,496 Equity Shares of Rs.10/- each fully paid up at a price of Rs.11/- (Rupees Eleven Only) per fully paid up Equity Share ("the Offer Price") of Rs.10/- each of SF&IL and payable by way of Account Payee Cheque / Demand Draft. The offer price is determined as per the provisions of Regulation 20(3) of the Regulations. This offer is not a conditional offer and is not subject to any minimum level of acceptance from the shareholders. If the aggregate of the valid response exceeds 2,41,496 Equity Shares, then the Acquirers shall accept the offers received on a proportionate basis in accordance with Regulation 21(6) of the Regulations.

These Equity shares to be acquired should be free from all liens, charges, equitable interests and encumbrances and should be together with all rights attached thereto, including the rights to all dividends, bonuses or rights declared now and hereafter.

Pursuant to such announcement, 2,41,496 Equity Shares will be acquired by the Acquirers in the following proportions, which in aggregate represent 20 % of the voting capital of SF&IL.

Sr.no	Acquirer/PAC	No. of Equity Shares	% of Voting Capital
1.	Mr. Shekhar J. Mehta	60374	5 %
2.	Mr. Sailesh J. Mehta	60374	5 %
3.	Mr. Anmol S. Mehta	60374	5 %
4.	Mr. Shaurat S. Mehta	60374	5 %
	T O T A L	2,41,496	20.00%

The Acquirers neither hold any shares of SF&IL as on date, The Acquirers have not acquired any shares of SF&IL after the date of Public Announcement and up to the date of this letter of offer.

This Offer is for the acquisition of up to 2,41,496 fully paid-up Equity Shares representing i.e. up to 20% of the Equity capital of M/s. SUNFLEX FINANCE & INVESTMENTS LIMITED (SF&IL). If the Acquirers succeeds in acquiring all the 2,41,496 (Two Lakh Forty One Thousand Four Hundred and Ninety Six Equity Shares only) fully paid up Equity Shares sought to be acquired under this Offer, they shall hold together (9,44,196) Nine Lakh Forty Four Thousand One hundred and Ninety Six only.) Fully paid-up Equity Shares representing 78.20% of voting capital of M/s. SUNFLEX FINANCE & INVESTMENTS LIMITED. The Acquirers undertake that they shall take appropriate measures to ensure compliance with applicable laws, guidelines and the Listing Agreement to ensure continued listing.

2.3 Object of the acquisition/offer

The reason for acquisition is Substantial acquisition of shares or voting rights accompanied with change in control / Management. The Acquirers have decided to acquire a Company listed on The Stock Exchange, Mumbai with a view to carrying on the activities of manufacture and production of Studded Gold jewelry and cut and polished diamonds after the closure of the offer, subject to necessary approvals. The Acquirers do not intend to dispose off or otherwise encumber any assets of SF&IL in the succeeding two years except in the ordinary course of business. The Acquirers are engaged in the business of production and manufacture of studded gold jewelry and cut and polished diamonds through their closely held company Jewel Tech (India) Limited. It is proposed to carry on the family business of production of gold jewelry and cut and polished diamonds in SF&IL through this acquisition. The Acquirers propose to help SF&IL to change the focus of the business to bullion related activities and enable expansion of business operations of the Company and thereby enhance the shareholders value.

3. BACKGROUND OF THE ACQUIRERS

The open offer is made by the Acquirers namely Mr. Shekhar J. Mehta, Mr. Sailesh J. Mehta, Mr. Anmol S. Mehta and Mr. Shaurat S. Mehta

ACQUIRERS

3.1.1 Mr. Shekhar J. Mehta, Mr. Anmol S. Mehta, Mr. Shaurat S. Mehta residing at JCM House, 320 LD Ruparel Marg, Malabar Hill, Mumbai – 400 006 And Mr. Sailesh J. Mehta residing at 3K, Alankar, 3, Harkness Road, Walkeshwar, Mumbai – 400 006 are the Acquirers for the purpose of this open offer.

3.1.2 Mr. Sailesh J. Mehta is the brother of Mr. Shekhar J. Mehta . Mr. Anmol S. Mehta and Mr. Shaurat S. Mehta are the sons of Mr. Shekhar J. Mehta

3.1.3 The Acquirers have not entered into any formal agreement with respect to the present acquisition and are acting together under an informal understanding.

3.1.4 Mr. Shekhar J. Mehta is a Commerce Graduate and a Leading diamond Merchant with rich experience in the trade for more than two decades, He is also the promoter and Chairman of M/s. Jewel Tech (India) Ltd a company engaged in the business of export of diamond studded gold jewelry and heads the finance and marketing functions of the Company.

The Net worth of Mr. Shekhar J. Mehta as on December 31, 2001 duly certified by Mahendra V. Mehta partner of Sampat & Mehta., Chartered Accountants (Membership No.13190) having their office at 3, Kapur Mansion, Hughes Road, Mumbai – 400 007 is Rs. 21,78,88,603/- (Rupees Twenty One Crores Seventy Eight Lacs Eighty Eight Thousand Six Hundred and Three only).

Mr. Sailesh J. Mehta is a Arts Graduate from Bombay university and is the brother of Mr. Shekhar J. Mehta. Mr. Sailesh J. Mehta is the Promoter Director of M/s. Jewel Tech (India) Limited and is mainly responsible for diamond procurement, import/export and overall administration of Jewel tech (India) Ltd.

The Net worth of Mr. Sailesh J. Mehta as on December 31, 2001 duly certified by Mahendra V. Mehta partner of Sampat & Mehta., Chartered Accountants (Membership No.13190) having their office at 3, Kapur Mansion, Hughes Road, Mumbai – 400 007 is Rs. 20,87,76,149/- (Rupees Twenty Crores Eighty Seven Lacs Seventy Six Thousand One Hundred and Forty Nine only).

Mr. Anmol S. Mehta an Indian Resident about 27 years old, residing at JCM House, 320, LD Ruparel Marg, Malabar Hill, Mumbai – 400 006 has received his higher education at London (U.K.) and Business Administration at Boston (U.S.A). He is the eldest son of Mr. Shekhar J. Mehta. Mr. Anmol S. Mehta is also a Director of M/s. Jewel Tech (India) Ltd and looks after the operations of sales, marketing and finance and is currently involved in strategic planning, re-engineering of business activities, brand building and improving the morale and efficiency of the workforce of Jewel Tech (India) Ltd.

The Net worth of Mr. Anmol S. Mehta as on December 31, 2001 duly certified by Mahendra V. Mehta partner of Sampat & Mehta., Chartered Accountants (Membership No.13190) having their office at 3, Kapur Mansion, Hughes Road, Mumbai – 400 007 is Rs. 6,26,97,846/- (Rupees Six Crores Twenty Six Lacs Ninety Seven Thousand Eight Hundred and Forty Six only).

Mr. Shaurat S. Mehta an Indian Resident about 22 years old, residing at JCM House, 320, LD Ruparel Marg, Malabar Hill, Mumbai – 400 006 is the younger son of Mr. Shekhar J. Mehta. Mr. Shaurat S. Mehta is also a Director of M/s. Jewel Tech (India) Ltd and looks after the day-to-day activities, Product Development, Research & Development, Operations of diamond procurement, Personnel, Administration and Production of Jewel Tech (India) Ltd.

The Net worth of Mr. Shaurat S. Mehta as on December 31, 2001 duly certified by Mahendra V. Mehta partner of Sampat & Mehta., Chartered Accountants (Membership No.13190) having their office at 3, Kapur Mansion, Hughes Road, Mumbai – 400 007 is Rs.4,07,07,728/- (Rupees Four Crores Seven Lacs Seven Thousand Seven Hundred and Twenty Eight only).

3.1.5 As the Acquirers have not yet acquired or got the Equity shares of SF&IL transferred in their names, the provisions of Chapter II would be applicable only after the transfers are affected on the Closure of the offer and payment of consideration to the eligible shareholders whose shares are accepted under the open offer. The Acquirers will comply with the provisions of Chapter II on or before the due dates.

3.1.6 The Acquirers do not hold directorship of any listed Company.

3.1.7 The Acquirers are Directors and have promoted M/s. Jewel (Tech) India Limited the particulars of which are given below.

Name of Company	Jewel Tech (India) Limited
Date of incorporation	5th August, 1992
Nature of Business	Manufacture and export of studded gold jewelry and its major raw materials and cut and polished diamonds.

(Rs. In Lacs)

Financial Data	As on 31^st March, 2001 (Audited)	As on 31^st March 2000 (Audited)	As on 31^st March, 1999 (Audited)
Equity Share Capital	1020.00	60.00	60.00
Reserves (Excluding Revaluation Reserves)	4230.18	3362.76	1854.63
Total Income	19374.19	15705.34	10140.04
Profit After Tax (PAT)	1827.42	1508.13	843.66
Earning per Share (EPS)(Rs.)	17.92	251.35	140.61
Net Asset Value (NAV) (Rs.)	51.47	570.46	319.11

Jewel Tech (India) Ltd is not a sick industrial Company.

3.2 DISCLOSURE IN TERMS OF REGULATION 16(IX) - OBJECT AND PURPOSE OF THE ACQUISITION OF SHARES AND FUTURE PLANS

The Acquirers have entered into a agreement for purchase of 702700 Equity Shares of SF&IL to the extent of 58.20% in the Equity at a negotiated price of Rs.8.50 per share. The Acquirers intends to take control of the management of SF&IL through acquisition of these shares. On acquisition, it is intended by the Acquirers to further the growth & development and to strengthen the Company by improved performance, through better managerial inputs, expansion and diversification in the field of Gems and Jewellery through Acquisition and Merger. The Acquirer shall be able to provide better managerial expertise, financial strength and marketing inputs to SF&IL.

3.3 OPTION IN TERMS OF REGULATION 21(3)

Pursuant to this offer the public share holding will not fall below 10 % or less of the voting capital of SF&IL, and therefore the provisions of Regulation 21(3) of the Regulations do not apply.

4. BACKGROUND OF SUNFLEX FINANCE AND INVESTMENTS LIMITED

4.1 SUNFLEX FINANCE & INVESTMENTS LIMITED (SF&IL) is the Target Company, which was incorporated on 19th February 1983 and received the certificate of commencement of business on 7th March 1983. The Registered office of SF&IL is located at Cecil Court, 2^nd Floor, Mahakavi Bhushan Marg, Mumbai – 400 039. SF&IL is a Non-Banking Financial Company registered with RBI and is engaged in the business of Investments, trading in Shares and Securities and placement of Inter Corporate Deposits. RBI has not made any adverse comments regarding the activities undertaken by SF&IL.

4.2 Share Capital Structure of SF&IL.

Paid up Equity Shares of Target Company	No. of Shares/ voting rights	% of shares / voting rights
Fully paid up equity shares	1207480	100 %
Partly paid up equity shares	Nil	Nil
Total paid up equity shares	1207480	100 %
Total Voting rights in Target Company	1207480	100 %

4.3 There are no outstanding convertible instruments (warrants /FCDs / PCDs) etc. in the Company.

4.4 The applicable provisions of Chapter II of SEBI Takeover Regulations have been complied but with substantial delay by the Target Company as well as by the Sellers/Promoters.

STATUS OF COMPLIANCE WITH THE PROVISIONS OF CHAPTER II OF THE TAKEOVER REGULATIONS (as applicable)

The sellers under the agreement dated 8^th April, 2002 are the major shareholders and the promoters of SF&IL.

The under mentioned Provisions of Chapter II are not applicable to the Acquirers as of date as the shares under the MoU dated 8^th April, 2002 are yet to be transferred in the name of the Acquirers. The Acquirers would comply with the relevant Regulations of Chapter II of SEBI Takeover Regulations before the relevant due dates.

a) By the promoters/Sellers/major shareholders/Acquirers, separately (as may be applicable)

Sl. No.	Regulation/ Sub- regulation	Due Date for compliance as mentioned in the regulation	Actual date of compliance	Delay, if any (in no. of days) Col. 4- Col. 3	Remarks
1	2	3	4	5	6
1	6(1)	20.04.1997	17.07.1997	89 days
2	6(3)	20.04.1997	17.07.1997	89 days
3	8(1)	21.04.1998	01.04.1998	-	-
4	8(2)	21.04.1998	01.04.1998	-	-
5	8(1)	21.04.1999	01.04.1999	-	-
6	8(2)	21.04.1999	01.04.1999	-	-
7	8(1)	21.04.2000	01.04.2000	-	-
8	8(2)	21.04.2000	01.04.2000	-	-
9	8(1)	21.04.2001	01.04.2001	-	-
10	8(2)	21.04.2001	01.04.2001	-	-
11	7(1) & (2)		18.03.2000	-	-

b) By SF&IL (the target company)

Sl. No.	Regulation/ Sub- regulation	Due Date for compliance as mentioned in the regulation	Actual date of compliance	Delay, if any (in no. of days) Col. 4- Col. 3	Remarks
1	2	3	4	5	6
1	6(2)	20.05.1997	02.08.1997	74 days	COMPLIED WITH
2	6(4)	20.05.1997	02.08.1997	74 days	SUBSTANTIAL
3	8(3)	30.04.1998	15.04.2002	1445 days	DELAY
4	8(3)	30.04.1999	15.04.2002	1080 days
5	8(3)	30.04.2000	15.04.2002	715 days
6	8(3)	30.04.2001	15.04.2002	350 days
7	7(3)		21.03.2000

The Complete Address along with Phone & Fax Nos. of the individual Sellers/Promoters have been given under the heading Details of the offer. The Registered office address along with Phone & fax Nos. of the Target Company has also been mentioned on the cover page of this letter of offer.

4.5 As per the information available with us we note that SF&IL has been regular in complying with the listing requirements of the Stock Exchange. No punitive action has been taken against SF&IL.

4.6 Present Composition of the Board of Directors of SF&IL as on the date of Public Announcement is as under:

Name of the Director	Address
Shri Vinod B. Agarwal	8, Sudhakar 26, Narayan Dabholkar Road, Mumbai – 400 006
Shri Kishore S. Dhurandhar	Pathare Prabhu Building, Flat No.7, Pandita Ramabai Marg, Chowpatty, Mumbai – 400 007
Shri Anil B. Paradkar	A/2, Mulund Vaibhav, Shri Krishna CHS Ltd Gavanpada, Mulund – East Mumbai – 400 081.

None of the above Directors on the Board of Directors of SF&IL represents or is associated with the Acquirers.

4.7 No Merger or demerger or spin off has taken place in SF&IL during the last 3 years. There has not been any change in name of the Company since listing.

4.8. Brief audited financial details for a period of last three years and subsequent Audited data not older than six months from the P.A. date are as follows:

(Amount Rs. in Lacs)

Profit & Loss Statement	Year ended 31^st March, 1999 (Audited)	Year ended 31^st March, 2000 (Audited)	Year ended 31^st March, 2001 (Audited)	For the Period ended 31^st December, 2001 (Audited)
Income from operations	8.16	6.69	5.31	3.58
Other Income	0.01	0.03	0.04	0.02
Total Income	8.17	6.72	5.35	3.60
Total Expenditure	6.90	13.24	5.32	3.68
Profit before Depreciation, Interest and Tax	1.27	(6.52)	0.03	(0.08)
Depreciation	-	-	-	-
Interest	-	-	-	-
Profit before Tax	1.27	(6.52)	0.03	(0.08)
Provision for Tax	(1.60)	(0.09)	0.01	0.01
Profit after Tax	(0.33)	(6.61)	0.02	0.09

(Amount Rs. In Lacs)

Balance Sheet Statement	Year ended 31^st March, 1999 (Audited)	Year ended 31^st March, 2000 (Audited)	Year ended 31^st March, 2001 (Audited)	For the Period ended 31^st December, 2001 (Audited)
Sources of Funds
Paid-up Share Capital	120.75	120.75	120.75	120.75
Reserves and Surplus (excluding revaluation reserves)	16.82	10.22	10.24	10.15
Networth	137.57	130.96	130.99	130.90
Secured Loans	0.00	0.00	0.00	0.00
Unsecured Loans	0.00	0.00	0.00	0.00
Total	137.57	130.96	130.99	130.90
Uses of Funds
Net Fixed Assets	0.00	0.00	0.00	0.00
Investments	40.68	40.68	40.68	40.68
Net Current Assets	96.89	90.28	90.31	90.22
Total Misc. Expenditure not written off.	-	-	-	-
Profit and Loss Account (Dr. bal)	0.00	0.00	0.00	0.00
Total	137.57	130.96	130.99	130.90

Source Annual Reports of SF&IL.

Other financial Data	Year ended 31^st March, 1999 (Audited)	Year ended 31^st March, 2000 (Audited)	Year ended 31^stMarch, 2001 (Audited)	For the Period ended 31^st December, 2001 (Audited)
Dividend	Nil	Nil	Nil	Nil
Earning per Share (Rs.)	(0.03)	(0.55)	0.002	(0.01) (diluted)
Return on Net-worth (%)	(0.24%)	(5.04%)	0.02%	(0.07 %)
Book Value per share (Rs.)	11.39	10.85	10.85	10.84

The financial information herein has been prepared from the Annual Reports of SUNFLEX FINANCE & INVESTMENTS LIMITED.

4.9 Pre and Post- Offer share holding pattern of the target company as per the following table

Shareholders’ category

Shareholding & voting rights prior to the agreement/ acquisition and offer.

(A)

Shares /voting rights agreed to be acquired which triggered off the Regulations.

(B)

Shares/voting rights to be acquired in open offer (Assuming full acceptances)

(C)

Share holding / voting rights after the acquisition and offer. i.e. (A)+(B)+(C)

(D)

No.

(1)Promoter group

a.Parties to agreement, if any

b.Promoters other than (a) above

(2)FIs/MFs/ FIIs/Banks, SFIs (indicate names)

(3) Acquirer

(i) Shekhar

Mehta

(ii) Sailesh

Mehta

(iii) Anmol

Mehta

(iv) Shaurat

Mehta

(4).Parties

to agreement other than (1) (a) & 3

(5).Public {other than 1 to 4)

Total (1+2+3+4+5)

702700

95260

nil

409520

1207480

58.20

7.89

nil

33.92

100

nil

175675

nil

702700

nil

14.55

nil

58.50.

nil

60374

nil

241496

nil

95260

nil

236049

nil

168024

1207480

nil

7.89

nil

19.55

nil

13.91

100

Total number of shareholders in public category are 218 only.

5. OFFER PRICE AND FINANCIAL ARRANGEMENTS

5.1 Justification of Offer Price

5.1.1 The Equity shares of SF&IL are presently listed on The Stock Exchange, Mumbai (BSE). The Shares are not admitted as permitted security in any other Stock Exchange.

5.1.2 The annualized trading turnover during the preceding 6 calendar months prior to the month in which the P.A. was made in terms of number & Percentage of total listed shares, in each stock exchange stated at 5.1.1 above is as under:

Name of Stock Exchange(s)	Total no. of shares traded during the 6 calendar months prior to the month in which PA was made	Total number of listed shares	Annualized Trading turnover (in terms of % to total listed shares)
The Stock Exchange, Mumbai (BSE)	Nil	12,07,480 Equity shares	Nil

Source: As per Information Provided by the Stock Exchange, Mumbai.

The Shares are infrequently traded in terms of explanation (i) to Regulation 20(3) of the Regulations.

5.1.3 The Negotiated Price under the MoU dated April 8, 2002 is Rs.8.50 per equity share

5.1.4 The Acquirers have not acquired any shares of SF&IL at any point of time nor have they subscribed to any public issue of SF&IL or to any Preferential Allotment made by SF&IL.

5.1.5 The Return on Net Worth of the Company as per the Annual Report of SF&IL as on 31^st March, 2001 is 0.02 % and as per the latest Audited Balance Sheet as on 31^st December, 2001 is (0.07%). The Book Value of the Company as per the Annual Report of SF&IL as on 31^st March, 2001 is Rs.10.85 and as per the latest Audited Balance Sheet as on 31^st December, 2001 is Rs.10.84.The Earning per share as per the Annual Report of SF&IL as on 31^st March, 2001 is Rs.0.002 and as per the latest Audited Balance sheet as on 31^st December, 2001 is (Rs.0.01) (diluted). There has been no trading of the Equity shares of SF&IL on the Stock Exchange, Mumbai during the previous 6 months prior to this Announcement. The current Price Earning multiple for similarly placed companies is 7.7. (Source Capital Market Vol. XVII/02, April 14, 2002 issue) Price/Earning multiple based on the offer price of Rs.11/- per share as on 31^st March, 2001 is 5500 and as on 31^st December, 2001 is not determinable in view of loss/negative EPS. There has been is no trading in the equity shares of the Company since last 5 years. Taking the above factors into consideration the offer price of Rs.11/- per share (Rupees Eleven only) is determined and justified as per the provisions of Regulation 20(3) of the SEBI (SAST) Regulations, 1997.

(Figures in Brackets indicates negative figures/loss)

5.1.6 Based on the above the Acquirers and the Manager to the offer have determined the offer price at Rs.11/- per fully paid-up equity share of Rs.10/- each of SF&IL which is reasonable and justified in terms of Regulation 20(6) of the Regulations.

5.1.7 The offer price shall not be less than the highest price paid by the Acquirers for any acquisition of shares of SF&IL from the date of PA up to 7 working days prior to the closure of the offer. As on date of filing of the offer letter with SEBI the Acquirers have not acquired any shares of SF&IL, neither do they intend to acquire any shares till the closure of the offer.

5.2 Financial arrangements

5.2.1 The Total funds required for the acquisition of 241496 Equity shares of SF&IL tendered during the open offer (assuming full acceptances) by the Acquirers at a price of Rs.11/- per share amount to Rs.26,56,456/-.

5.2.2 The Acquirers have made a cash deposit of Rs.6,64,114/- (being 25 % of the total consideration payable in accordance with Regulation 28 of the Regulations to the shareholders of SF&IL) with the Manager to the offer viz. Weizmann Capital Ltd who have opened an Escrow Account with State Bank of India, D. N. Road Branch, Fort, Mumbai – 400 001. The Manager to the offer has been empowered to operate the Escrow Account in accordance with the Regulations.

5.2.3 The Acquirers have adequate financial resources and have made firm financial arrangements out of their internal accruals to fulfill the obligations under the open offer in full in terms of Regulation 16(xiv) as certified by Shyam C. Agrawal & Co., Chartered Accountants (Membership No. 31774) having their office at 3/910 – L Navjivan Society, Lamington Road, Mumbai – 400 008, Tel: 307 35 38, Fax: 307 2760 vide their certificate dated 2^nd April, 2002.

5.2.4 The Manager to the offer confirms that the firm arrangements for funds and money for payment through verifiable means are in place to fulfill the offer obligations. The Manager to the offer is satisfied, considering the information about the background of the Acquirers and the resources they have, that they shall be able to perform their obligation with respect to payment of consideration of shares acquired under the offer without any difficulty.

6 TERMS AND CONDITIONS OF THE OFFER.

6.1 Operational Terms and Conditions of the offer.

6.1.1 The offer is being made to the shareholders of SF&IL (Except the Sellers) whose names appeared on the Register of Members of SF&IL and the beneficial owners of the equity shares of SF&IL, whose name appear on the beneficial records of the respective Depositories, at the close of its normal business hours on 12th April, 2002 (being the specified date).

6.1.2 All the registered shareholders who own the shares of SF&IL anytime before the closure of the offer except the sellers are eligible to participate in the offer. Shareholders who wish to tender their equity shares will be required to send the form of acceptance cum acknowledgement, original share certificate and transfer deed to the Registrar to the Offer: Mondkar Computers Private Ltd, Address: 21, Shakil Niwas, Mahakali Caves Road, Andheri – East, Mumbai – 400 093, Tel: 8257641, Fax No.8211996, E-mail: mcplrt@bom7.vsnl.net.in either by hand delivery between (11.00 am and 4.00 pm) on any working day other than Sundays and Public holidays or by Registered post, on or before the closure of the offer, in accordance with the instructions specified in the letter of offer and in the form of acceptance.

6.1.3 In case the share certificate(s) and the transfer deeds are lodged with SF&IL / its transfer agents for transfer or with the depository participant for transfer/dematerialisation, then the acceptance shall be accompanied by the acknowledgement of the lodgement with, or receipt, by SF&IL/ its transfer agent or the depository participant, of the share certificate(s) and the transfer deeds and any other document evidencing ownership of shares.

6.1.4 The Registrar to the offer, Mondkar Computers Pvt. Ltd have opened a Special Depository Account with HDFC Bank Ltd styled “Mondkar Computers Private Ltd -Escrow Account - Sunflex Finance & Investments Ltd – Open Offer A/c”. The DP ID is IN301549 and Beneficiary ID is 16972804.

6.1.5 Beneficiary owners (holders of shares in Dematerialised Form) who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instruction in “Off-market” mode, duly acknowledged by the Depository Participant (“DP”), in favour of the special depository account to the Registrar to the offer: Mondkar Computers Private Ltd either by hand delivery between (11.00 am and 4.00 pm) on any working day other than Sundays and Public holidays or by Registered post, on or before the close of the offer in accordance with the instructions specified in the letter of offer and in the Form of Acceptance cum Acknowledgement.

6.1.6 All shareholders of SF&IL at any time before the closure of the offer are eligible to participate in this offer. All shareholders of SF&IL, registered or unregistered, 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, No. of Equity shares held, No. of equity shares offered, Distinctive Nos. Certificate No. Folio No., together with original Share Certificate(s), valid transfer deed(s) and original contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered shareholders.

6.1.7 Accidental omission to dispatch the Letter of offer to any person will not invalidate the offer in any way. In case of non-receipt of the letter of offer, the eligible person may send his consent on a plain paper stating the name, address, number of shares held, number of equity shares offered, distinctive numbers, certificate numbers, Folio No along with documents as mentioned above to the Registrar to the offer before the last date of closure of the offer.

6.1.8 Each shareholder of SF&IL, to whom this offer is being made, is free to offer his shareholding in SF&IL either in whole or in part while accepting this offer. However, the sellers, who are the party to the MOU dated April 8, 2002, shall not be entitled to participate in this offer. The Equity shares of SF&IL are in demat mode hence there is no such marketable lot with respect to share held in demat mode however the marketable lot for shares not held by the shareholders in demat mode or which are in physical form is 50 shares

6.1.9 Persons who hold the equity shares of SF&IL on the specified date but who are not registered as shareholders on the specified date are also eligible to participate in the Offer. All such persons should send their applications in writing to the Registrar to the offer on a plain paper stating the Name, Address, No. of Equity shares held, Distinctive Nos. Certificate No. Folio No., together with original Share Certificate(s), valid transfer deed(s) and original contract note issued by the broker through whom they acquired their shares. In case the share certificates are lodged with SF&IL / its transfer agents for transfer then the acceptance shall be accompanied by acknowledgement of lodgement of shares sent for transfer issued by SF&IL / its transfer agent. No indemnity is required from the unregistered shareholders. In case the share certificates are lodged with SF&IL / its transfer agents for transfer then the acceptance shall be accompanied by acknowledgement of lodgement / receipt issued by SF&IL / its Transfer agent for transfer of shares

6.1.10 Consideration for equity shares accepted will be paid by crossed account payee cheque/demand drafts and sent by registered post.

6.1.11 In case there is any upward revision in the Offer (Regulation 26) by the Acquirers till the last date of revision viz. 7 working days prior to the closure of the offer, 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 anytime during the offer.

6.1.12 To the best of the knowledge of the Acquirers, there are no locked in shares of SF&IL. However, in case there are any locked in shares and are being offered for acceptance, the same would be transferred to the Acquirers subject to continuation of the residual lock in period in the hands of the Acquirer. No separate approval is required for tendering of locked in shares for acceptance. Further, there shall not be any discrimination in the acceptance of shares subject to lock-in and those not subject to lock-in.

6.1.13 The Equity shares tendered pursuant to the offer should be free from all liens, charges, equitable interests and encumbrances and should be together with all rights attached thereto, including the rights to all dividends, bonuses or rights declared now and hereafter.

6.1.14 The acceptance of this offer by the shareholder must be absolute and unconditional. Any acceptance, which is conditional or incomplete, is liable to be rejected.

6.1 Statutory approvals

6.2.1 As on the date of the Public Announcement, to the best knowledge of the Acquirers, there are no statutory approvals and/or consents required. However the offer would be subject to all such statutory approvals that may become applicable prior to the completion of this offer.

6.2.2 As per the information with the Acquirers, there are no Non-resident shareholders in SF&IL., hence no approval from Reserve Bank of India for acquisition of shares is required.

7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

The Shareholder(s) of SF&IL who qualify and who wish to avail of this Offer will have to send their shares along with other necessary documents to the Registrar to the Offer as mentioned in the Form of Acceptance at the following address on or before 26^th June, 2002.

Name and Address of the Registrar to the offer to whom the shares should be sent

Working days and timings

Mode of delivery

Mondkar Computers Private Limited

21, Shakil Niwas,

Mahakali Caves Road,

Andheri – East,

Mumbai – 400 093.

Tel:825 7641,

Contact Person : Ravindra Utekar

Email: mcplrt@bom7.vsnl.net.in

Monday to Saturday

Between

11.00 a.m. and 4.00 p.m.

(Except Sundays and Public Holidays)

By hand / Registered Post against acknowledgement

In case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account, before the closure of the offer. The Form of Acceptance of such demat shares not credited in favour of the special depository account, before the closure of the offer will be rejected.

i. For Equity shares held in Physical form:-

Registered Shareholders should enclose

Ø Form of Acceptance cum Acknowledgment duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates.

Ø Original Share Certificate(s).

Ø Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with SF&IL and duly witnessed at the appropriate place. A blank share Transfer Form is enclosed along with this Letter of Offer.

In case of Shareholders who have sent their share certificates for dematerialisation, should enclose

Ø Form of Acceptance cum Acknowledgment duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates.

Ø Copy of the Dematerialisation request form duly acknowledged by the DP.

The shareholder should ensure credit of the shares to the special Escrow Account by the closure of the Offer, otherwise the same would be rejected. Alternatively, if the shares send for dematerialisation are yet to be processed by the DP, the shareholder can withdraw his/her dematerialisation request and tender the Share certificates in the offer.

Unregistered owners should enclose

Ø Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein.

Ø Original Share Certificate(s).

Ø Original broker contract note.

Ø Valid share Transfer form(s) as received from market. The details of buyer should be left blank failing which the same will be invalid under the offer. The details of the Acquirer as buyer will be filled by the Acquirer upon verification of Form of Acceptance and the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance.

In case the Unregistered owners who have sent the Shares for transfer they should enclose the following:-

Ø Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein.

Ø Copy of the Original Share Certificate(s) sent for transfer.

Ø Copy of the Original broker contract note.

Ø Proof of lodgement of shares for transfer and acknowledgement thereof by the Company or their R&T Agent.

ii. For Equity shares held in demat form:-

Beneficial owners should enclose

Ø Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the depository.

Ø Photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP.

Ø For each delivery instruction, the beneficial owner should submit separate Form of Acceptance.

The Documents as requested above must only be sent to the Registrar and not to Sunflex Finance & Investments Limited and / or to Weizmann Capital Ltd, Manager to the Offer or to the Acquirers.

The Share Certificate(s) and Share Transfer Form(s) submitted by the acceptors of this offer will be held in trust by the Registrar to the Offer for the acceptors of this offer, till such time the Acquirers pay the consideration amount. The Acquirers will affix share transfer stamps and the charges for the same shall be borne by the Acquirers.

In case the shareholder has already sold his shares, he may kindly pass on this offer document to the transferee or to the broker. Unregistered owners of shares of SF&IL, whose name do not appear in the Register of Members of SF&IL on the Specified Date and persons who have not received the offer document and who wish to tender their shares should communicate their applications / acceptance in writing on a plain paper to the Registrar to the Offer before the closure of the offer together with the relevant share certificates, transfer deeds and original contract note issued by a registered broker of a recognised stock exchange through whom the said equity shares were acquired. No indemnity is required from unregistered Shareholders. In case of non-acceptance of invalid offers by the Acquirers the relevant Share certificates shall be returned by Registered Post.

The Letter of offer along with the Form of Acceptance Cum Acknowledgement would also be available at Sebi web site www.sebi.gov.in from the date of Opening of the Offer. Eligible persons to the offer may download these forms for their use.

If the number of equity shares offered by the shareholders are more than the offer size, then the acquisition from each shareholder will be as per Regulation 21(6) of SEBI (SAST) Regulations, 1997 on a proportional basis In case of acceptance on proportional basis, the unaccepted Share certificates, transfer deeds and other documents, if any will be returned by registered post at the shareholders / unregistered holders sole risk.

In case of non-receipt of statutory approvals within time, SEBI has the power to grant extension of time to the Acquirers for payment of consideration to the shareholders subject to the Acquirers agreeing to pay interest, as may be directed by SEBI in accordance with Regulation 22(12) of the Regulations.

On fulfilment of the conditions herein mentioned, the Acquirers will pay the consideration by crossed and order "a/c payee only" cheque/Demand draft favouring the shareholder or the first named shareholder in case of joint names and would be sent by Registered Post or delivery in-person or by courier, to the shareholders of SF&IL whose acceptance to the offer are accepted by the Acquirers.

All valid responses will be accepted and the consideration for shares accepted by the Acquirers will be paid by Account payee cheques / demand drafts in favour of the first named shareholder by 11^th July, 2002 and will be sent by Registered Post or delivery in-person or by courier at the shareholders / unregistered owner's address. The share certificates, transfer deeds and other document, if any, in all other cases will be returned by Registered Post at the shareholders / unregistered owner's address by 11^th July, 2002. The payment of consideration will be through a crossed account payee cheque/demand draft/pay order by 11^th July, 2002 to those shareholders whose equity share certificates and/or other documents are found valid and in order by the Acquirers. In case there is a delay on the part of the Acquirers in making the consideration payment beyond 11^th July, 2002 which is the last date for payment of consideration then those shareholders would be paid the consideration along with interest for the period of delay beyond 11^th July, 2002 as per Regulation 22(12) of the Regulations.

8. DOCUMENTS FOR INSPECTION.

Copies of the following documents will be available for inspection at the office of the manager to the offer on any working day between 11.00 a.m. to 4.00 p.m. until the offer closes.

1. Certificate from Mahendra V. Mehta Partner of Sampat & Mehta., Chartered Accountants, Mumbai certifying the Net worth of the Acquirers.

2. Certificate from Shyam C. Agrawal & Co., Chartered Accountants, Mumbai (Membership No. 31774) certifying the adequacy of financial resources with the Acquirers to fulfil the open offer obligations.

3. Audited Annual Report of SF&IL for the last 3 years and subsequent Audited Balance sheet as on 31^st December, 2002.

4. Confirmation from the Bank with respect to the amount deposited in Escrow Account and the lien in favour of “The Manager to the Offer”.

5. Copy of the MoU dated 8^h April, 2002 between the Acquirers and the Sellers.

6. A Published copy of the Public Announcement

7. SEBI’s Observation Letter No. TO/RC/8336/02 dated May 15, 2002.

8. DECLARATION BY THE ACQUIRERS

The Acquirers namely Mr. Shekhar J. Mehta, Mr. Sailesh J. Mehta, Mr. Anmol S. Mehta and Mr. Shaurat S. Mehta do hereby jointly and severally accept the responsibility for the information contained in this Letter of Offer and also for the obligations of the Acquirers as laid down in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

____________________ ___________________

Mr. Shekhar J. Mehta Mr. Sailesh J. Mehta

(ACQUIRER) (ACQUIRER)

___________________ ____________________

Mr. Anmol S. Mehta Mr. Shaurat S. Mehta

(ACQUIRER) (ACQUIRER)

PLACE: Mumbai.

DATE: 20^th May, 2002

Encl. :

1. Form of Acceptance cum Acknowledgement.

2. Transfer deed.

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

From :

Name :

Full Address :

To,

MONDKAR COMPUTERS PRIVATE LIMTIED

21, Shakil Niwas,

Mahakali Caves Road,

Andheri – East,

Mumbai – 400 093.

Tel:825 7641,

Dear Sir,

Sub : Open Offer for purchase upto 241496 Equity shares of Sunflex Finance & Investments Limited (SF&IL) representing up to 20 % of the voting capital of SF&IL at an offer price of Rs.11/- per fully paid-up share by Mr. Shekhar J. Mehta, Mr. Sailesh J. Mehta, Mr. Anmol S. Mehta and Mr. Shaurat S. Mehta.

I/We refer to the letter of offer dated May 20, 2002 for acquiring the equity shares held by me/us in SF&IL.

I/We, the undersigned have read the letter of offer and understood its contents including the terms and conditions as mentioned therein.

A. I/We hold shares in physical form, accept the offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below:

Sr. No.	Ledger Folio No.	Certificate No.	Distinctive Nos.	No. of shares



Total number of equity shares

I / We confirm that the equity shares of SF&IL 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 original share certificate(s) and valid share transfer deed will be held in trust for me/us by the 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.

B. I/we hold the shares in Demat Form, accept the offer and enclose photocopy of the Delivery instruction duly acknowledged by DP in respect of my equity shares as detailed below

DP Name	DP ID	Client ID	Name of the Beneficiary	No. of Shares

I/We have done an off market transaction for crediting the shares to the Mondkar Computers Private Ltd -Escrow Account - Sunflex Finance & Investments Ltd – Open Offer A/c whose particulars are:

DP Name – HDFC Bank Ltd

DP ID - IN301549

Beneficiary ID - 16972804.

I/We note and understand that the shares would lie in the said A/c i.e Mondkar Computers Private Ltd -Escrow Account - Sunflex Finance & Investments Ltd – Open Offer A/c until the Acquirers makes payment of the purchase consideration as mentioned in the Letter of Offer.

I/We authorise the Acquirer to accept the shares so offered which they may decide to accept in consultation with the merchant banker and in terms of the Letter of Offer and I/We further authorise the Acquirers to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof and in the case of dematerialised shares, to the extent not accepted will be released to my Depository Account at my sole risk.

I/We authorize the Acquirers to send by registered post the draft/cheque, in settlement of the amount to the sole/first holder at the address mentioned below.

The permanent Account No. (PAN/GIR No.) Allotted under the Income Tax Act, 1961 is as under:-

	1^st Shareholder	2nd Shareholder	3^rd Shareholder
PAN/GIR No.

Yours faithfully,

Signed and Delivered

Full Names (s) of the holders	Address	Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

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

Place :

Date :

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

Name of the Bank Branch______________________ Account Number________

Savings/Current/(Others; please specify).

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

For shares tendered against open offer made by Mr. Shekhar J. Mehta, Mr. Sailesh J. Mehta, Mr Anmol S. Mehta and Mr. Shaurat S. Mehta.

(To be filled in by the applicant / shareholder)

Acknowledgement slip

Received from Mr. / Ms. __________________________

Folio No. _______________

Number of certificates Enclosed ____________

Certificate Numbers ________________________

Total number of shares Enclosed _____________

Stamp of collection Centre

Signature of Official

Date of Receipt

Note : All future correspondence, if any, should be addressed to Registrar To The Offer Mondkar Computers Private Limited 21, Shakil Niwas, Mahakali Caves Road, Andheri – East, Mumbai – 400 093.Tel: 8257641, Fax No.8211996, E-mail : mcplrt@bom7.vsnl.net.in.

AND

MAKE AN OFFER AT Rs.11.00/- (RUPEES ELEVEN ONLY) PER EQUITY SHARE IN CASH

Email : mcplrt@bom7.vsnl.net.in

Mr. Shekhar J. Mehta

Mr. Sailesh J. Mehta

Mr. Anmol S. Mehta

Mr. Shaurat S. Mehta

Price of Rs.11/- (Rupees Eleven only)

per share for Cash.

Letter of Offer

Mondkar Computers Private Ltd

All the shareholders of the Company