(Incorporated on 4^th August 1994 as Sunny Leather and Textiles Exports Private Limited under the Companies Act, 1956. The name was subsequently changed to Exquisite Exports Private Limited on 17^th July 1995 and has been converted into Public Limited Company on 21^st July 1995 pursuant to the resolution passed under Section 44 of the Companies Act, 1956.)

This being the first issue of the company there has been no formal market for the securities of the Company. The issue price should not be taken to be indicative of the market price of the equity shares after the shares are listed. No assurance can be given regarding active or sustained trading in the shares of the Company nor regarding the price at which the equity shares will be traded after listing.

Investment in equity and equity related securities involve a degree of risk and investor should not invest any funds in this issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and issue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India nor does the Securities and Exchange Board of India guarantee the accuracy or adequacy of this document.

Attention of the investors is drawn to the statement of risk factors mentioned on page nos.____ of this Prospectus.

The issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this offer document contains all information with regard to the issuer and the Issue, which is material in the context of the Issue, that the information contained in this offer document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

The equity shares are proposed to be listed on the stock exchanges at Chennai, Calcutta and Hyderabad.

(Incorporated on 4^th August 1994 as Sunny Leather and Textiles Exports Private Limited under the Companies Act, 1956. The name was subsequently changed to Exquisite Exports Private Limited on 17^th July 1995 and has been converted into Public Limited Company on 21^st July 1995 pursuant to the resolution passed under Section 44 of the Companies Act, 1956.)

1. (RF)Project being IT related involves high employee turnover.

(MP) The high degree of employee turnover would be minimized to a considerable extent through the Company's sound HR and ESOP that lay emphasize on continuous training and development for its personnel.

2. (RF)Any government policies relating to the exports may affect the company’s profitability.

(MP) Exports, especially software, are identified as major thrust area and incentives are being provided to encourage the industry. Hence the Company does not foresee any adverse policy changes that could be detrimental to the growth of this sector.

3. (RF)The existing as well as the proposed project involves foreign exchange earning. Hence any foreign exchange fluctuations may affect the profitability.

(MP) The Company will take appropriate steps to hedge its exposure in foreign currency against variations.

4. (RF)Though there is a tremendous potential for this industry and the entry level is also not restricted competition can be expected from not only the existing players but also from the new entrants.

• Existing, profit making Company, engaged in computer training and export of leather and leather products.
• The Company has entered into an agreement with C Bay Systems India (P) Limited, one of the leading companies in medical transcription, to meet the demands of the present market.
• Project appraised by Indian Overseas Bank, who is extending term loan of Rs.50.00 Lacs to part finance this project.
• Listing is proposed at Chennai, Hyderabad and Calcutta Stock Exchanges.

Investors may note that in case of over subscription, allotment shall be on proportionate basis in consultation with Madras Stock Exchange Association Limited, Chennai.

(Incorporated on 4^th August 1994 as Sunny Leather and Textiles Exports Private Limited under the Companies Act, 1956. The name was subsequently changed to Exquisite Exports Private Limited on 17^th July 1995 and has been converted into Public Limited Company on 21^st July 1995 pursuant to the resolution passed under Section 44 of the Companies Act, 1956.)

The company has obtained approval for setting up a 100% export oriented unit from Software Technology Park of India (STP), Chennai. No further approvals from any government authorities/Reserve Bank of India are required by the company to undertake the proposed activities save and except those approvals which may be required to be taken in the normal course of business from time to time.

It must be understood that in granting the above approvals, the central government does not undertake any responsibility for the financial soundness of this undertaking or for the correctness of any of the statement made, or opinions expressed in this regard.

The present issue is authorised by a special resolution passed under Sec.81 (1A) of the Companies Act,1956 in the general meeting of the shareholders held on 31-01-2000.

This issue is made in India to persons resident in India. This prospectus does not, however constitute an issue to sell or an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation to such jurisdiction. Any person into whose possession

this prospectus comes is required to inform himself about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the jurisdiction of the Appropriate Courts in Chennai city only.

The Regional Stock Exchange i.e., the Stock Exchange, Chennai and the Stock Exchanges at Hyderabad and Calcutta have scrutinized this Offer Document for their limited internal purpose of deciding on the matter of granting the listing permission to the Company. The Exchanges do not in any matter –

Warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus, or

Warrant that the Company ‘s securities will be listed or will continue to be listed on the respective Stock Exchanges, or

Take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of the Company.

It should not, for any reason, be deemed or construed that this prospectus has been cleared or approved by the said Stock Exchanges. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the said Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

The filing of this Offer document does not, however, absolve the Company from any liabilities under section 63 or 68 of the Companies Act, 1956 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. SEBI further reserves the right to take up, at any point of time, with the Lead Manager(s) (Merchant Bankers) any irregularities or lapses in the Offer Document.

It should be noted that the Company accepts no responsibility for statements made otherwise than in the prospectus or in the advertisements or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his/her own risk.

A copy of this prospectus having attached thereto, the documents required to be filed under Section 60 of the Companies Act, 1956 has been delivered for registration to the Registrar of Companies, Tamil Nadu at Chennai. The copy draft prospectus has also been filed with Chennai office of SEBI.

A Copy of the Documents referred to elsewhere in the prospectus has been kept open for public inspection at the Registered Office of the Company.

Initial listing applications have been made to the Stock Exchanges at Chennai, Hyderabad and Calcutta for permission to list equity shares and for an official quotation of the equity shares of the Company.

In case the permission to deal in and for official quotation of the shares is not granted by the Stock Exchanges, the issuer shall forthwith repay without interest, all money received from applicants in pursuance of this Offer Document and if such money is not repaid within 8 days after the day from which the Issuer is liable to repay it, the Issuer shall pay interest as prescribed under Section 73(2) of the Act.

Attention of the applicants is specifically drawn to the provisions of subsection (1) of Section 68-A of the Act, which is reproduced below:

"Any person who: –

1. makes in a fictitious name, an application to a Company for acquiring, or subscribing for, any shares therein, or
2. otherwise induces a company to allot or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.

The Board of Directors certify that

1. all monies received out of the issue of shares to the public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of Companies Act, 1956.
2. detail of all monies utilized out of this issue referred to in item (a) shall be disclosed under an appropriate separate head in the annual report of the Company indicating the purpose for such monies had been utilized; and
3. details of all unutilized monies out of this issue of shares, if any referred to in item (a) shall be disclosed under an appropriate separate head in the annual report of the company indicating the form in which such unutilized monies have been invested.

If the Company does not receive the minimum subscription of 90% of the issued amount, on the date of closure of the issue or if the subscription level falls below 90% after the closure of the issue on account of cheques having been returned unpaid or withdrawal of applications, the Company shall forthwith refund the entire subscription amount received. If there is any delay beyond 8 days after the Company becomes liable to pay the amount, the company shall pay interest as per Section 73 of the Act.

Letters of Allotment/ Share certificates/ Letters of Regret/ Cancelled Stock invests and /or Refund Orders, if any, will be dispatched at the applicant’s sole risk within 10 weeks from the date of closure of the subscription list. The Issuer shall ensure dispatch of refund orders of value up to Rs. 1500/- under Certificate of Posting and refund orders over the value of Rs.1500/- and Allotment Letters/ Share Certificates by Registered Post only to the first named applicant at the applicant’s sole risk. The Issuer as far as possible, will allot the equity shares within 30 days from the closure of the subscription list and shall pay interest at the rate of 24% p.a. (except to applicants applying through stock invest) for delay beyond 30 days, if allotment is not made and refund orders are not dispatched to the investors within 30 days from the closure of the Issue. The Issuer would also make available adequate funds to the Registrars to the Issue for the purpose of dispatch of Allotment letters/Share certificates/ refund orders stated above.

Refund will be made by cheques or pay orders drawn on the bank(s) appointed by the Company as refunded banker. Such instruments will be payable at par at the places where applications are accepted Bank charges, if any, for encashing such cheques or pay orders will be payable by the applicants.

THE SUBSCRIPTION LIST WILL OPEN AT THE COMMENCEMENT OF BANKING HOURS AND WILL CLOSE AT THE CLOSE OF BANKING HOURS ON THE DAYS AS MENTIONED BELOW

Issue Opens On:

Earliest Closes On:

Latest Closes On:

1. The details of Promoters’ shareholding and lock- in period are as follows.

@ Lock-in shall commence from the date of allotment in the proposed public issue.

2. The company was incorporated with an Authorized Capital of Rs.1,00,000 divided into 10,000 equity shares of Rs.10 each. The authorized share capital of the company was increased to Rs 2,00,00,000 divided into 20,00,000 equity shares of Rs 10 each at the Company’s EGM held on_22.6.1995. The Company’s Authorised capital further increased to Rs 6,00,00,000 divided into 60,00,000 equity shares of Rs 10 each at the Company’s EGM held on 31.01.2000.

3. Promoters Contribution and lock-in in respect of Promoters’ whose name figure in the prospectus as promoters in the paragraph on "Promoters and their Background".

* Lock in shall commence from the date of allotment in the proposed public issue

4. A. Particulars of top ten shareholders as on date of filing the prospectus with ROC and 10 days prior to filing with ROC

4.B. Particulars of top ten shareholders as on _____________ (i.e., two years prior to the date of filing of prospectus with the ROC)

5. A) The Present shareholding pattern of the promoters group is as under.

The equity shares held by promoters under the lock-in period should not be sold/hypothecated/transferred during the lock-in period commencing from the date of allotment of shares in this issue. However, the inter-se transfer of shares amongst promoters as named in the prospectus can be made subject to the lock-in being applicable to the transferees for the remaining period of lock- in.

5. B) The Current shareholding pattern and post issue shareholding pattern of Exquisite is given below:

5. C) Equity shares allotted/ to be allotted representing 20.028% of the post-issue capital of the Company which will be locked-in for three years from the date of allotment in the proposed public issue is as under:

6. Details of sale / purchase /financing of shares by Promoters / Directors

Mr. S. Aravindan, the promoter has offered to purchase around 60,000 equity shares during the last six months at the rate of Rs.12 per share.

7. Bridge Loans

There are no "Bridge loans" for the proposed project and the cost of the project are being

met from the term loan from Indian Overseas Bank, Chennai, Promoter’s equity and

Internal Accruals.

8. Commitment Of Issue Of Shares In Future

The shareholders of the Company do not hold any warrant, options, convertible loan or any debenture which would entitle them to acquire further shares in the company.

9. There is no buy back or stand by arrangement for the purchase of Equity shares issued through this prospectus by the Promoters, Directors or Merchant Bankers.

10. As per SEBI guidelines, a minimum of 50% of the net offer to the public out of the public issue amount as mentioned in F above is reserved for allotment to individual investors applying for allotment of equity shares equivalent to or less than 10 marketable lots. The remaining 50% of the offer to the public is reserved for individuals applying for more than 10marketable lots and corporate bodies/ institutions etc. Unsubscribed portion in either of these categories shall be added to the other category interchangeably. In the event of over subscription, the process of rounding off to the nearest multiples of 100 shares during allotment may result in the actual allocation being higher than the equity shares being offered. Final allotment may therefore be increased by a maximum of 10% of the net offer to the public. The marketable lots for the issue will be of 100 shares.

11. The subscription by the Promoters/Directors, their friends, relatives and associates for equity shares to be allotted under B above shall be brought in at least one day before the opening of the Public Issue. The Company would furnish a certificate from their Auditor confirming the contribution to the SEBI. The Equity Shares to be allotted under this category shall be for a minimum amount of Rs.25, 000/- in case of individuals and Rs.1, 00,000/- in case of Corporate Bodies.

12. The subscription by the firm allottees for equity shares to be allotted under E (ii) above shall be brought in at least one day before the opening of the public issue. The company would furnish a certificate from their auditor confirming the contribution to SEBI. In case of any short fall in the subscription by the firm allottees, the promoters shall subscribe to the extent of the shortfall and the shares thus subscribed to fill the shortfall are locked in for a period of three years from the date of allotment of shares in the issue.

13. The Company has not re-valued its assets since inception.

14. The Company has allotted 1,05,500 fully paid up shares to NRI on Repatriation basis prior to the issue of this prospectus. Under the existing regulations, the company is not required to obtain prior approval of RBI for allotment of these shares. However the said allotment should be intimated to RBI by filing form ISD (R). The said form will be filed with RBI within the prescribed time period.

15. The Total numbers of shareholders as on 11.05.2000 are ----------.

16. No single applicant can make an application for number of securities, which exceeds the securities offered.

17. The Un-subscribed portion, if any out of the equity shares reserved for allotment to employees and Indian Mutual funds on competitive basis as mentioned under E (i) and (iii) in the Capital structure table above will be added back to the Net offer to the Public under F.

18. Ashika Credit Capital Limited (ACCL), Lead manager to the Issue is Subscribing to the extent of 50,000 equity shares on firm allotment basis and would subscribe in the shares for full face value before opening of the public issue and the shares would not be subject to any lock-in. The promoters have given undertaking that if the subscription have not been received from ACCL, they will bring the entire Subscription for the same and shares so allotted will have Lock-in period of three years from the date of allotment. No commission/Discount is offered/to be paid to ACCL for this allotment.

The face value of the Equity Shares is Rs.10 per share. The Equity Shares are being issued in terms of this prospectus, the terms and conditions contained in the Application Form, the Memorandum and Articles of Association of the Company, the Provisions of the Act, other applicable Acts and the Letters of Allotment/Equity Shares Certificate or other documents and Guidelines issued from time to time by the Government of India and SEBI.

The present issue is authorised by a special resolution under Sec.81 (1A) of the Companies Act, 1956 in the general meeting of the shareholders held on 31. 01. 2000.

Face Value: The face value of the equity shares will be Rs.10/- per share.

Offer Price: The equity shares are being offered at a price of Rs.10/- per share.

Applications must be for a minimum of 200 Equity Shares and in multiples of 100 Equity Shares thereafter. The amount payable is as under:

Where an applicant is allotted lesser number of equity shares than the applied for, the excess amount paid on application shall be adjusted towards the amount due on allotment and the balance amount, If any, will be refunded to the applicant. No interest would be payable on application money pending allotment up to 30 days from the date of closure of the issue.

Failure to pay the amount due on allotment after adjusting the excess application money, if any, made by the applicant, on or before the appointed date for payment thereof will render the allottees liable to pay interest at the rate of 24% per annum or such other lower rate as the Directors may determine on the amount outstanding from the date so appointed for payment thereof to the time of actual payment and will also render the Equity Shares including the amount already paid thereon liable for forfeiture in terms of the Articles.

The sums received in respect of the Public Issue will be kept in separate Bank account(s) and the company will not appropriate the funds unless approval of the Regional Stock Exchange at Chennai is obtained for basis of allotment and no utilization shall be made till listing and trading permission is obtained from each of the Stock Exchanges where listing has been proposed.

It is a condition of the issue that non-payment of amount due on allotment will attract interest @ 24% per annum on the allotment money due commencing from the date appointed for payment thereof till date of actual payment. Failure to pay the amount as aforesaid shall render the allotment of equity shares liable to cancellation and the amount paid liable to forfeiture. The Company shall be at liberty to re-issue the equity shares so forfeited to any persons, as it may in its absolute discretion deem fit.

The Equity shares to be issued shall be subject to the Memorandum and Articles of Association of the company and shall rank pari passu with other existing shares in all respects, save and except that they shall rank for dividend, if any, which may be declared, pro-rata for the period from the date the new Equity shares are allotted.

Availability of Application Form and Prospectus

Application Forms together with Memorandum containing salient features of the Prospectus may be obtained from the Registered Office of the Company, Lead Managers, Registrar to the Issue and Bankers to the Issue named herein or from their branches as stated on the reverse of the application form. Any individual desiring to have a full copy of the Prospectus may write to the Registered Office of the Company.

Who can apply

Applications may be made by

1. Indian nationals resident in India who are majors, in single or joint names (not more than 3)
2. Hindu Undivided Families in the individual name of karta.
3. Companies, Corporate bodies and societies registered under the applicable law in India and authorized to invest in shares.
4. Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Commercial Banks and Regional Rural Banks, Co-operative Banks may also apply subject to permission from RBI.
5. Overseas Corporate Bodies (OCBs), Non Resident Individuals of Indian Origin/ Nationality on a non-repartriable basis only.

Applications in the name of minors, foreign nationals, Trust not registered under the Societies Registration Act, 1860 or any other Trust laws, Partnership firms or their nominees will be treated as invalid.

Application by Resident Indian Public

Applications must be:

1. Made only in the prescribed application form accompanying the memorandum.
2. Completed in full in Block Letters in English except signatures in accordance with the instructions contained herein and in the application form. Applications not so made are liable to be rejected.
3. For a minimum of 200 equity shares and in multiples of 100 thereafter.
4. Applications duly completed in all respects must be submitted before the closure of the subscription list to any of the designated branches of the bankers to the issue, accompanied by the application form by way of cheque/cash/ Bank drafts/ Stock invest drawn on any bank located at and which is a member of Banker’s clearing house, at the place where the application is submitted. Outstation cheques/ bank drafts drawn on banks not participating in the clearing process will not be accepted. Money orders/ Postal orders will also not be accepted.
5. Applicants residing at places where no collection centers have been opened may submit/ mail their applications at their sole risk along with the application money due their unto by demand draft to the Registrars to the Issue: INTEREGRATED ENTERPRISES ((INDIA) LTD, ‘INTEGRATED HOUSE’, 46/3 Vijayaraghava Road, T.Nagar, Chennai – 600 017 superscribing the envelop " EXQUISITE EXPORTS LIMITED – EQUITY ISSUE" so as to reach the Registrar on or before the closure of the subscription list. Such demand drafts should be payable at Chennai only. The charges if any for purchase of demand drafts will have to be borne by the applicant.
6. In terms of the provisions of Section 269 SS of the IT Act, payments of application money of Rs 20,000 and above (application of 2000 shares and above) should not be effected in cash and must be effected by crossed account payee cheque/ Bank draft or Stock invest. Further, where applications is for a total value of Rs 50000 (Applications for 5000 shares and above) or more, the applicant/ each of the applicants (in case of joint names) should mention his/her Permanent Account Number (PAN) allotted under the IT Act, or where the same has not been allotted, the fact of not allotment should be mentioned in the application form. Application forms without this information will be considered incomplete and liable to be rejected.
7. Application by Mutual Funds / Indian Financial Institutions/ Banks/ Investment Institutions.

A separate application can be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and each such applications will not be treated as multiple applications provided the applications made by the AMC ‘s /Trustees/ the custodians clearly indicate their intention as to each scheme concerned for which application has been made.

8. All cheques/ bank drafts accompanying the application should be crossed "Account Payee Only" and made payable to any of the Bankers to the Issue and lodged at any of their nominated branches and should bear the words "EXQUISITE EXPORTS LIMITED – PUBLIC ISSUE".
9. All Stock invests should be crossed "Account Payee only" and " Non – Negotiable" and be made payable to the issuer company. Only individuals and mutual funds are entitled to use stock invest.
10. Applicants should indicate the application numbers on the reverse of the instrument through which the payment is made.
11. All application forms duly completed together with cash / cheques / demand draft / stock invest drawn on any of the Bankers to the issue mentioned on the prescribed application form for the amount payable on application at the rate of Rs. 10/ - per equity share, should be lodged with the bankers to the issue mentioned in the prescribed form.

Instructions for payment: Payments should be made in cash or cheque or demand draft or Stock invest drawn on any Bank (including a Co – operative Bank) which is situated at and is a member or a sub – member of the Banker ‘s clearing house located at the Center (indicated in the application form) where the Application is accepted. A separate cheque / demand draft / Stock invest should accompany each application.

Money orders, Postal Orders, Outstation Cheques or demand drafts, Cheques / drafts drawn on banks not participating in the " clearing " will not be accepted and applications accompanied with such instruments may be rejected.

In case payment is effected in contravention of the conditions mentioned herein, the application money will be refunded and no interest will be paid thereon.

The applicant being an individual or Mutual Fund only has the option to use Stock invests for applying for Equity Shares now offered in terms of this prospectus. Stock invest can be obtained from any Bank issuing such instrument in various denominations by making the necessary applications and depositing the amounts with the respective banks. The applicant using the Stock invest should submit the application form to any of the Bankers to the Issue before closing of the subscription list along with the Stock invest after filling in the appropriate amount.

The applicant may approach the issuing bank for issue of Stock invest of required denomination (s) for payment of application money.

1. The prospective investor, at the time of request for issue of Stock invest to the issuing bank may have to:

1. Indicate that he agrees to abide by the terms of issue and encashment of the Stock invest.
2. Give irrevocable authority to his bank to mark a lien for the value of the Stock invest against the balance held in his savings / current / other deposit account
3. Agree that the issuing bank will not be liable for any damage or consequences arising out of the loss of these instruments.

2. Banker ‘s lien on the applicant ‘s deposit account will be automatically lifted when:

a) A valid instrument is presented by the controlling branch of the collecting bank.

3. The Stock invest should bear " Account Payee " and " Non – Negotiable " crossing and will be payable only to the account of the issuer Company i.e., EXQUISITE EXPORTS LIMITED. Stock invest should be utilized by the purchaser(s) and the purchaser ‘ s name / name of one of the purchaser ‘s should be invariably indicated as the first applicant in the applicant form. Thus if the signature of the purchaser on the Stock invest and the signature of the first applicant on the application form does not tally, the application would be treated as having been accompanied by a third party Stock invest and is liable for rejection.

4. Stock invests are to be used by the purchaser (s) within 10 days of its issue and for this purpose the last day for the use of the Stock invest for submitting application to the Bankers to the Issue should be indicated on the face of the Stock invest with a notation " To be used before".

5. The Stock invest will be issued to the applicant in blank format after authentication of the date of issue by the designated branch. The Stock invest duly completed should be submitted along with the application form to the Bankers to the Issue.

6. No Refund will be made to those applicants using Stock invest for payment of application money.

7. In case of non – allotment of Equity Shares, the cancelled Stock invest instrument will be returned to the applicant, who will have to approach the issuing bank branch for lifting the lien.

8. A ceiling of Rs. 50,000/- per individual per capital issue has been imposed by the banks for issue of Stock invests and this ceiling will not be applicable to Mutual Funds.

Application with Stock invest not fulfilling the above criteria are liable to be rejected.

The application using Stock invest should submit the Application Form along with the instrument to any of the Bankers to the Issue or their branches mentioned in the Application Form. The Stock invest instruments are payable at par at all the branches mentioned in the Application form. The Stock invest instruments are payable at par at all the branches of the issuing bank and as such outstation Stock invest instruments can also be attached to the Application Form, if the issuing Bank has a branch at the place of submitting the application.

1. Title of the account i.e., " EXQUISITE EXPORTS LIMITED "
2. The number of Equity Shares applied for
3. The amount payable on Equity Shares applied for
4. The name and address where the Stock invest should be returned in case of non-allotment.
5. The application number on the reverse of the instrument

The instrument should thereafter be signed by the applicant. Service charges if any, for issuing Stock invest must be borne by the applicant.

The applicant should not fill in the portion to be filled up by the Registrar to the Issue (Right hand

portion of the instrument). The Registrar to the Issue will fill up the right hand portion of the Stock

invest indicating the equity shares allotted to the applicant and also the amount calculated as follows:

1. In case of full allotment, the number of equity shares and the amount on the right hand side will be the same as the left hand side of the instrument.
2. In case of partial allotment, the number and the amount after adjusting allotment money, if any, payable in respect of equity shares so allotted, filled up by the Registrar (on the right hand side of the instrument) will be less than or equal to the number and the amount filled up by the applicant (on the left hand side of the instrument).
3. In case the allotment is nil, the number and the amount filled up by the Registrar on the right hand side of the instrument will be Nil.

The applicant may approach the bank concerned for obtaining stockinvest and detailed instructions for the same.

THE ABOVE INFORMATION IS GIVEN FOR THE BENEFIT OF THE INVESTORS AND THE COMPANY IS NOT LIABLE FOR ANY MODIFICATION OF THE TERMS OF STOCK INVEST OR PRECEDURE THEREOF BY THE ISSUING BANK.

Inquiries relating to Stock invest may be addressed only to the Registrar to the Issue and not to the Issuing Bank. Registrar to the Issue have been authorized by the Company vide a Board Resolution passed on to sign on behalf of the Company for realizing the proceeds of the Stock invest of the successful allottees or to affix non – allotment advice on the instrument or to cancel the Stock invest of the non-allottees. The cancelled instrument shall be sent back by the Registrar to the Investor directly.

The procedure for disposal of applications made by cash / cheque/ demand draft will apply mutatis mutandis to stock invest except the following:

1. In case of non-allotment, Stock invest will be cancelled by the Registrar to the Issue and returned to the applicant.
2. In case of allotment/ partial allotment, the Registrar to the Issue shall fill in the amount in the Stock invest which would be less than or equal to the amount filled by the investor and present the Stock invest duly discharged on behalf of the Company for collection.
3. In case the cancelled Stock invest is not received by the investor from the Registrar, lien will be lifted by the issuing branch on expiry of four months from the date of issue against an indemnity bond from the applicant.
4. Inquiries relating to Stock invest may be addressed to the Registrar and not to the issuing bank.
5. Multiple applications under a Stock invest are liable to be rejected as each application is required to be accompanied by a separate instrument.

The Company reserves the full and unqualified, absolute right to accept or to reject any Application, in whole or part without assigning any reasons, therefor.

The issuer company undertakes:

1. That the complaints received in respect of the Issue shall be attended to, by the Issuer Company expeditiously and satisfactorily;
2. That Issuer Company shall take all the necessary steps for the purpose of getting the securities listed on the concerned Stock Exchanges within a specified time;
3. That the Issuer Company shall apply in advance for the listing of the Equity Shares on the conversion of debentures and bonds;
4. That the funds required for the dispatch of refund orders/ allotment letters/ certificates by registered post shall be made available to Registrar to the Issue by the Issuer Company;
5. That the Promoter’s contribution in full, wherever required, shall be brought in advance before the Issue opens for public subscription and the balance, if any, shall be brought on pro-rata basis before the calls were made to the public;
6. That the Certificates of the Securities/ Refunds Orders to the Non-Resident Indians shall be despatched within the specified time;
7. That no further issue of Securities shall be made till the securities offered through this offer document are listed or till the application monies are refunded on account of non-listing or under subscription;
8. That necessary co-operation with the credit rating agencies shall be extended in providing true and adequate information till the debt obligations in respect of instrument are outstanding.

An application may be made in single or joint names (not more than three) as mentioned elsewhere in the prospectus. In case of a Joint application, refund pay order (if any) and dividend / warrants etc., will be made out in favour of the first applicant.

All communications will be addressed to the applicant whose name appears first and will be dispatched to the first applicant’s address stated in the application form.

An applicant should submit only one application (and not more than one) for the total number of equity shares required. Applications may be made in single or joint names (not more than three). Two or more applications, in single and / or in joint names will be deemed to be multiple applications if the sole and / or first applicant is one and the same. The Board reserves the right to reject in its absolute discretion all/any such multiple application.

Separate applications for electronic and physical equity shares by the same applicant shall be considered as multiple applications. In case of applications by Mutual funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and that such applications will not be treated as multiple applications provided that the applications made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made.

In case of applications under a Power of Attorney or by limited companies or bodies corporate or societies, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with a copy of Memorandum and Articles of Association and / or bye-laws must be attached to the Application form at the time of making the application or lodged for scrutiny separately indicating the serial no. Of the Application Form mentioning the serial number of application form and the name of the Bank Branch where applications has been submitted, with the Registrar to the Issue at their address within 10 days from the closure of the Issue, failing which the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereof.

No receipt will be issued for application money. However, the Bankers to the Issue receiving the application will acknowledge the receipt of the application by stamping and returning the detachable acknowledgement slip appended to each application.

The sum in respect of the Issue will be kept in separate Bank accounts and the Company will not have any access to the funds unless approval of the Regional Stock Exchange i.e., The Madras Stock exchange, is obtained for the basis of allotment and listing approval from all the Stock Exchanges where listing is proposed.

The Company reserves the full unqualified and absolute right to accept or reject any application in whole

or part and in either case without assigning any reasons thereof.

Applicants are advised that it is mandatory for them to indicate in the space provided in the application form, details regarding their savings bank/ current account nos. and the name of the branch of the Bank to which they want the proceeds of refund to be credited. Applications not containing such details are liable to be rejected.

6.The applicants should write the application number and the name of the sole/ first applicant on the reverse of the cheque/ demand draft/stock invest.

7. All communications should be addressed to the Registrar to the Issue.

8. Thumb impression or signature in language other than English, Hindi, Tamil, Marathi, Gujarathi, Bengali, Kannada, and Telugu must be attested by Magistrate or Notary Public or a Special Executive Magistrate under his Official Seal.

9. Where an application is for allotment of equity shares for a total value of Rs.50000 or more i.e., the total number of securities applied for multiplied by the issue price is Rs.50,000/- or more, the applicant or in the case of applicants in joint names, each of the applicants should mention his permanent account number allotted under the Income Tax Act, 1961 or where the same has not been allotted, the GIR number and the Income Tax Circle / Ward/ District should be mentioned. In case where neither the permanent account number nor the GIR Number has been allotted, the fact of non-allotment should be mentioned in the application form. Application Forms without this information will be considered incomplete and liable to be rejected.

10. A separate cheque / stock invest/ bank draft must accompany each application form.

The Company has been advised by M/s. Ramesh and Ramachandran, Auditors of the Company, vide their letter dated 24.04.2000 that under the current provisions of the Income Tax Act, 1961 and the existing laws for the time being in force, the following benefits, inter alia, will be available to the company and its members.

In accordance with the Wealth Tax Act 1957, the value of shares held in the company would be totally free from Wealth Tax .

Effective from 1^st October 1998, no gift tax shall be levied on gift of shares of the company.

1. The Equity shareholder being a Non-resident Indian will be entitled to receive dividend without deduction of tax at source U/s. 115O of the Income Tax Act 1961
2. A Non-resident Indian has an option to be governed by provisions of the Chapter XII A of the Income Tax Act 1961, according to which;
3. The Tax payable by him on his specified investment income excluding income by way of dividends on shares u/s. 115O of the Income Tax Act 1961, in the company acquired by him out of convertible foreign exchange on long term capital gain are taxable as follows.
4. Income from Foreign Exchange Assets 20% under section 115 E of the Income Tax Act, 1961.
5. Long term capital gain 10% u/s 115 E of the Income Tax Act, 1961
6. Under Section 115 E of the Income Tax Act, 1961, long term capital gains arising on sale of shares in the company acquired out of convertible foreign exchange shall be exempt from Income Tax if the net sale consideration is reinvested in specified assets within six months of the date of transfer. If only part of the net consideration is so reinvested, the exemption shall be given proportionately. The amount so exempted shall be chargeable to tax subsequently if specified assets are transferred or converted within three years from the date of acquisition.
7. Under Section 115G of the Income Tax Act, 1961, it shall not be necessary for a non resident Indian to furnish his return of income of its only source of income is investment income or long term capital gain or both, provided tax at source has been deducted from such income
8. Under Section 115H of the Income Tax Act, 1961, where a person who is a non resident Indian in a previous year becomes absent as resident in India in respect of total income of a subsequent year. He has to furnish to the Income Tax Officer u/s 139 of the aforesaid Act for the assessment year for which he is so assessable to the effect that special provision under section 115 I of the Income Tax Act, 1961, shall continue to apply to him in relation to the investment income desired from the foreign exchange asset being an asset of the nature referred to in sub clause (ii) to (v) of the said chapter shall continue to apply to him in relation to the assessment year and for every subsequent assessment year until the transfer of conversion(other than by transfer) into many of such assets.

The Company is diversifying into the Information Technology Sector. The Total cost of the diversification plans has been appraised by the Indian Overseas Bank, Regional Office, Madras (Metro), Chennai vide their letter No.: RO/MBD/1/2000-01 Dated 04.04.2000 and the details are as under

(Rs. In Lacs)

Indian Overseas Bank has appraised the entire project at Rs.400 Lacs. The purpose of the appraisal is to sanction the term loan of Rs.50.00 lacs and to enable the company to raise the fund of Rs.159.00 Lacs from the public including employees. The Company shall obtain disbursement of the term loan from Indian Overseas Bank, SSI (North) Branch, Chennai atleast one day before the opening of the public issue.

Till April 23,2000, the company has invested a total sum of Rs. 111.69 Lacs on the proposed project, which has been fully funded out of the promoters’ and associates Share application money. The expenditure has been certified by M/s. Ramesh and Ramachandran, Statutory Auditors of the Company vide their letter dated 24.04.2000. The entire cost of the project will be deployed in the year 2000-2001.

Exquisite Exports Limited was originally incorporated on 4th August 1994 under the Companies Act, 1956 as Private Limited Company, in the name and style of Sunny Leather and Textiles Exports Private Limited. The original signatories to the Memorandum of Association were Josephine and Prakash. The company remained dormant from the date of Incorporation till June, 1995. As Mr. S.Aravindan wanted to implement a leather project, he joined the nascent company. The subscribers to the Memorandum resigned from their directorship immediately after Mr.S.Aravindan joined the Company and are not involving themselves in the day-to-day affairs of the company. The name was subsequently changed to Exquisite Exports Private Limited on 17^th July 1995. It became a Public Limited Company on 21^st July 1995 and a fresh Certificate of Incorporation was obtained.

The Company is currently engaged in manufacturing and exporting of finished leathers, leather garments and leather products. The Company owns a tannery with land measuring 28,800 Sq.ft. with built-up area of about 12,000Sq.ft. at Nagalkeni, Pallavaram, Chennai. The Company has also taken another tannery on lease nearer to the owned tannery. The total capacity of these tanneries is to produce 36 Lacs Sq.ft of leather. The products are predominantly exported to European Countries and Hongkong.

The Company has entered into training agreement in the month of Nov 1998 with M/s. Genetic Computer School based at Singapore. Under the agreement, the Company offers short term courses such as MS-WINDOWS, JAVA, ORACLE, VISUAL BASIC, WEB DESIGNING, ETC. and also Diploma and Higher Diploma Courses on computer studies. The Diploma and the Higher Diploma courses is moderated by CALIFORNIA STATE UNIVERSITY, CHICO (USA) and THE MANCHESTER METROPOLITON UNIVERSITY (UK). The Company has also entered into another agreement in May 1999 with Genetic Computer School, Singapore for the development and management of their franchise centers in South India. The Company is contemplating to develop this business in the coming years. However no funds are required to be deployed out of the proposed project.

Now the Company proposes to venture into the Information Technology enabled services sector such as Medical Transcription, Portal development and its related activities.

The audited financial results of the Company for the last three years and for the period from 01/04/99 to 31/01/2000 are as follows

(Rs. in lacs)

Note: The Company has entered into the training agreement and franchise agreement with M/s Genetic Computer School Singapore in Nov’98 and May’99 respectively. However the company could not earn any income out these activities immediately. However the company has been giving thrust in this area and improvement in the income inflow is expected in the ensuing years.

Notes to the accounts forming part of the balance sheet and profit and loss account for the year ended 31.03.1999

Out standing for a period exceeding six months: 31/03/99 -- Rs.550763

31/03/98 -- RS.550763

The Main objects of the company, as set out in the Memorandum of Association are as follows

1. On its incorporation to take over the existing business of the sole proprietrix carried on under the name and style of SUNNY EXPORTS as going concern along with the assets and liabilities thereof and to pay for same to the proprietrix of the said firm either in as and/or in shares or partly in cash and partly in shares.
2. To act as exporters and importers of Leather Garments, finished leather, Textile Garments, Fabrics, Raw skin, semi-finished skin or any allied product.
3. To manufacture finished leathers, leather garments, shoe uppers and leather goods of all kinds, types, varieties, grades, species and descriptions including industrial and domestic leather goods, also inter-related and inter connected products and by-products.
4. To process, tan, dye, buy, finish, Sell, import and export, otherwise deal in hides and skins, pelts and furs, of descriptions, raw, wet blue and in dried or in any condition including semi-tanned, tanned both in E.I. and Vegetable tanned, crust, semi-finished leather, leather garments and leather goods of all description either as principals or as agents and either solely or jointly with others.
5. To purchase, buy, sell, import and or export, manufacture, fabricate or otherwise deal in all goods, garments, glazed kid skins, garments, suede, raw, wetblue, crust, splits, split garments, grain garments and articles of skins, hides, pelts, furs, kip leathers, leather handbags, both handlooms and machine made cloth, cotton silk, wool, bleaching agents, colouring materials of all kinds, types, varieties, grades, description and in all types of natural, synthetic, artificial and man made fibres all other inter-connected and inter-related products and by products.
6. To make, manufacture, buy, sell, import and/or export, otherwise deal in all kinds of shoes, boots, belts, slippers, chappals, sandals, shoe and boot and other footwear and cut component parts for men, women and children including industrial, recreational and general footwear of leather, hair-on rubber plastic, canvas, synthetic, artificial, man-made and/or any other materials and to manufacture and deal in both industrial and fashionable gloves, belts, soles, insoles with and without shanks, shoe uppers, heels and other parts and accessories and all other inter-connected and inter-related products and by-products thereof.
7. To make manufacture, buy sell, import and/or export or otherwise deal in chemicals and tanning, wattle extracts, preservatives, wetting agents, fat liquors, pigments, resigns, tanning materials, acids, dyes, suntans and auxiliaries used in processing, tanning, dyeing, finishing and coloring of skins, hides, kips, leathers, pelts, furs, cotton, cloth, silk, wool and all types kinds varieties, sizes, grades and description of natural, synthetic and manmade fibres and fabrics and also all other inter-related and inter-connected products and by-products.
8. To own, acquire, construct, alter, modify, renovate, manage, take on lease, let on hire and run tanneries, work and factories of all kinds, types and to install, procure equipments, machineries and to run such establishments, shops building, plants, factories, tanneries and sheds used in footwear and shoe making and manufacture of finished leather garments, leather goods and shoe uppers of all kinds, varieties, types, grades, sizes and description along with other inter-related and inter-connected products and by-products.
9. To act as General Agents both buying and selling agents, indenting agents, dealers, manufacturers, tanners, finishers, dressers, brokers, packers, carriers, wholesalers and/or retailers, stockists, Dealers, distributors, importers and exporters of leather pelts, furs, whether raw hides and skins, wetblue, crust semi tanned also both E.I. & vegetable tanned, semi finished leathers, leather garments and leather goods of all descriptions purely and/or with other materials like plastics, rubber, cloth natural fabrics, synthetic and manmade fibres and foams and along with all other inter-connected and inter-related products and by-products.
10. To carry on in India or elsewhere the business to develop, import, export, buy, sell, distribute, transfer, lease, hire, license, use dispose of, alter, improve, install, modify or otherwise to deal in all kinds of software and to act as consultants, agent, broker, franchisee, representative, advisor for the export and import of software and software professionals.
11. To establish and run a computer training center, data processing center, center for medical, legal and other transcriptions, computer software development, multi-media, internet application, consultancy and training to industrial, business and other types of customers both in India and abroad.
12. To design, invent, prepare, own, make use of lease, sell or otherwise, dispose of and generally to deal in and with computers, data processing machines, all types of computer software and hardware, multi-media based software, compact discs titles, web-page design, web-site development, PORTAL site developments, e-commerce (transactions), internet installations, internet applications, touch screen info kiosks and all allied types memory equipments and any other equipment and materials of every kind and description.
13. To carry on the business of telemarketing, billing through telephonic services, providing total computer, telecommunications and computer telephony solutions involving consultancy, software development, computer and telecommunication training, maintenance and other services.

The company does not have any subsidiary company.

The Promoter of the company Mr.S.Aravindan is aged 29 years. He has obtained B.Tec specializing in leather and footwear technology and done a course on information Technology awareness from South Fields College, Leicester, U.K in 1991. He has also undergone practical training during the year 1992 at M/s. Clarks International, UK, one of the largest Shoe Manufacturers in the world. He has acquired working knowledge on Web Page Designing, Java and Internet. During the year 1992-95, he worked with Admiral Shoes, Chennai as a manager looking after their overall production facilities. In 1995, he promoted the leather project in Exquisite Exports Limited.

The promoter has not promoted / associated with any firm or venture other than what has been stated in the offer document.

Sri Ranga Agency was incorporated in Nov 1998 as a proprietorship firm. It is engaged in the distribution of Mobil LP Gas products and for the period ended 31.03.1999, the turnover was Rs 4.70 Lacs and profit after Tax was Rs 0.12 Lacs.

There is no change of Management of the above ventures since incorporation/ inception. There are no outstanding litigations against these companies/firms/ventures/ promoted by the promoter of Exquisite.

1. Dr. M. Venkatesh, aged 28 years was inducted as a Professional Director of the Company in January 2000. He is a doctor by profession. He completed MBBS from Sri Ramachandra Medical College, Porur, Chennai in 1995. He was a house surgeon in Chennai Medical College in the General Surgery Department during the year 1995. In 1996, he was Senior House Surgeon in Cardio Thoracic Surgery, Heart and Specialties Foundation, Chennai. He left for UK in 1997 for further studies and work experience. He has passed P.L.A.B. test conducted by General Medical Council, U.K. In April 1999, he passed M.R.C.S. and M.C.Q Part – I & II from Royal College of Surgeons, England. He is at present employed as SHO, Orthopedics in West Suffolk Hospital, Bury St.Edmunds, England. His appointment in professional capacity is mainly to enrich the board in the future project on medical transcription from UK and other European Countries in the near future. As a Doctor, he shall be associated with the company on the ways and means of improving the performance of the company in the area of Medical Transcription.

2. Mr. Prashanth S. Kharche, aged 28 years was also inducted as a Professional Director of the Company in January 2000. An Architect by profession, Mr. Prashanth S. Kharche has designed many projects ever since his completion of his degree in B. Arch with the specialization in town planning from Anna University, Guindy, Chennai in the year 1994. He is associated with Kharche & Associates since 1995, which is engaged in the profession of architecture.

3. Ms. Lakshmi Kannan, aged 25 years, obtained a Master Degree in Economics from Madras University in 1997. She has also completed a course on Business Management from Management Studies Promotion Institute, New Delhi in the year 1996. She is in the process of acquiring her MBA degree with specialization in Sales and Marketing Management from the Indira Gandhi National Open University (IGNOU), New Delhi during 2000. She has obtained a diploma in end user computing and management skills during year 1997 from First Computers, Chennai. She joined Exquisite in the year 1997 as Director, looking after overall administration and marketing for the past 3 years. As she has acquired computer skills she is also incharge of marketing of Computer Education and Software Development.

There has been no resignation in key managerial personnel over the last one year.

EXQUISITE is diversifying by setting up a Medical Transcription facility to transcribe medical data. Medical transcription is a process whereby the medical records including history and physical reports, clinic notes, office notes, operative reports, consultation notes, discharge summaries, letter, psychiatric evaluations, laboratory reports, x-ray reports and pathology reports dictated by doctors are properly documented by means of accurate and swift transcription. It is a process of transferring the information from recorded dictation to hard documentation using computer word processors.

In the USA, many factors make medical transcription a necessity. The first is that the entire health care industry is based on insurance claims processing. The second is that medical practice is bound by a very strict code of ethics and statutes. These legal statutes and procedures are observed diligently since any lacunae can lead to multi-million dollar malpractice suits. Therefore a high level of documentation at every stage of treatment is the only way to prove non-negligence in treatment. The American Medical Association (AMA) has mandatory requirements for documentation on the part of the doctors.

The Company also intends to float a portal site exclusively for the LEATHER INDUSTRY.

From the inter-organization perspective, Portal facilitates the following business applications:

• Supplier management
• Inventory management
• Distribution management
• Channel management
• Payment management

In electronically facilitated Business-to-consumer transactions customers learn about products through electronic publishing, buy products, and even have information about goods delivered over the network.

From the consumer's perspective, Portal facilitates the following economic transactions:

• Social Interaction
• Personal finance management
• Purchasing products and information.
• Leather Portal which the company proposes to develop would serve as both Business-to-Business and Business-to-Consumer Portal site.

The proposed project on medical transcription will be set up in the heart of Chennai City at No.43, Greams Road, Chennai – 600 006 which is well connected by transport facilities. The building has been taken on lease and its area is about 7000 Sq.ft. The salient features of the Lease agreement are mentioned in the following paras:

K.S.A.Mohammed Hussain, K.S.A.Mehrajunnisa and

K.S.A. Sheik Davood .

• Date of Agreement : 09.12.1999
• Commencement of Rental agreement : 15.01.2000
• Lease Period : Initially for a period of 6 years renewable at the end of every

11 months period .

• Present Rent Details Rent towards building : Rs.48,354.40
• Amenities Charges and Maintenance

Charges : Rs. 7,309.60

• Total : Rs.55,664.00
• Advance: Six months advance equivalent to Rs.3, 33,984/- only and it will not carry any interest.

From 1.1.2001 rent will be increased to Rs.10/- Sq.ft. (Rupees Ten Only) . After completion of three years from the date of commencement of the Tenancy the increase will be 20% on the existing rent. None of the promoters/directors are interested in this transaction.

Out of this, an amount of Rs 3.34 Lacs had already been paid for the leased property at

No:43, Greams Road, Chennai.

The area is divided on functional basis such as classrooms for theory and computer labs for practical training, individual cabins for trainers, supervisors, editors etc. There is a provision for an in-house pantry also. The unit is centrally air-conditioned and the best lighting arrangements are being provided.

An adhoc payment of Rs 32.21 Lacs has been paid to M/s Accel ICIM Systems and Services Ltd., Chennai towards supply of computers and accessories.

The details of the licensed software are as under:

The Breakup of the cost of development of portal is as follows:

The Portals is proposed to be developed and served at the premises of the Infotech Division at Greams Road, Chennai.

The Breakup of Electrical items are as follows:

The Company have already received electrical items/equipments worth of Rs. 13.65 Lakhs out

of the above and paid an amount towards advance/cost of Rs.8.28 Lakhs.

The Breakup of the office equipments are as follows

The Company have already received office equipments worth of Rs.2.50 Lakhs out of the above

and paid an advance/cost of Rs.0.85 Lakhs.

The Breakup of interiors of office premises are as under:

The Company have already received office equipments worth of Rs.50.00 Lakhs out of the above

and paid an amount towards advance/cost of Rs.46.91 Lakhs.

The entire technical know-how will be provided by M/s CBay Systems India (MP) Ltd. (CBAY) an affiliate of M/s. CBay Systems, USA. CBAY is one of the leading companies in India in the field of Medical Transcription employing about 700 medical transcriptionists. CBAY will also procure the contract on behalf of EXQUISITE not only through its affiliation with CBAY Systems, USA but also from outside. Initially an order for about 80000 lines will be placed with EXQUISITE on commencement of the project. An intensive training on all aspects will be provided by them for a period of four months. This will involve every stage of the operation from recruitment, training, hardware and software setup, to trials and to commercial production. Some of their specific responsibilities would be:

• Advise and assist in recruitment
• Comprehensive training program addressing all aspects of Medical Transcription for the first four months for one batch containing maximum of 60 candidates.
• Advise on all aspects of software and hardware.
• Advise on project issues like quality assurance and productivity incentives.
• Software for training along with its operating manual.
• One set of training and reference material developed and proprietary to CBAY.

The preliminary transcription will be done on dead files to ensure effective results during commercial production. The infra-structural hardware and software are configured according to the specifications of M/s CBay Systems.

The fee payable for the above technical Know-how is Rs.16, 00,000/-(Rupees sixteen Lacs only). The Company has already paid Rs. 6,00,000 (Rupees Six Lacs only). The balance amount of Rs 10 Lacs will be paid in four equal monthly installments commencing from June 2000. A similar fee of Rs.16, 00,000/- will be payable for the training of another batch consisting of a maximum of 60 students. The Company will enter into an agreement on similar lines as above after the successful launch of its first batch.

Less: Data processing income estimated at single shift basis at annual

Capacity of 2400 MB – estimated income – Rs 54.00 Lacs

Profit @ 40% on the above - Rs.2160000

Net Expenditure on training - Rs. 5840000

The process of Medical Transcription begins with receiving dictation by tape, digital system or voice data file. With the advent of computers with voice recording technologies (voice files) such data could be recorded in a central computer hub and the voice files are converted into digital signals and transferred to the service centers in the U.S. using dial up access modems. These service centers with the help of Internet and international leased lines send the recorded data to their client across the world to transcribe the data. The transcribing company connects to this server through a high-speed data link like the Internet or ISDN link of 64 kbps or above and download any fresh dictations left by customer organisations/doctors. The transcriber company can start to immediately retrieve messages and transcribe them. Using earphones and a foot pedal for start-stop control, transcriptionists are able to hear and control the speed of the audio messages. These messages can be transcribed with the help of a suitable word processing program/application. A variety of word processing programs may be used as different forms of transcription/ messages may require specific features. An out located medical transcription centers then sends back these transcribed messages to the hub of medical transcription network from where it is routed to the concerned doctor/hospital.

Most of the word processing programs using medical transcription process typically are accompanied by libraries/dictionaries of medical terminology. These libraries may also be categorised based on various disciplines. Several dictionaries are necessary: Medical definitions, medications, and medical terms by specialty, laboratory terms, surgical terms and abbreviations. Specialised word lists are also helpful, and journals and computer networking are helpful for current information about new medications and terms. Transcription is done more efficiently with the use of a medical spellchecker and an abbreviation system such as PRD or Smartype, etc.

To sum up, Medical transcription is a process to get voice data, transcribe it, edit it and deliver, in the hospital specific format within a contracted turnaround time of 6,12,24 and 28 hour cycle, bill the customer and the cycle goes on.

As the proposed business of the company is mainly to provide services to its clients through electronic media, there is no raw material for the project.

The proposed project on Medical transcription requires only a low-tension power supply with a connected power load of 75HP. The building taken on lease has adequate power supply with a connected power load of 139 HP to carry on the proposed project on medical transcription. As a stand by measure, the company shall acquire a Kirloskar Water cooled Diesel engine Generator Set of 125 KVA Capacity.

The water requirement is only for the normal office function and adequate water supply is available in the building.

The company’s operations do not generate any effluent. The company is exempted from seeking a clearance from the Pollution Control Board as it is classified under non-polluting industry.

This operation requires a HR cum Operations Manager. In addition the following staff are required:

The company does not foresee any difficulty in identifying and recruiting the required personnel as the project is proposed to be set up in Chennai where the potential of trained professionals exists.

Medical transcription industry is an established and mature industry in the USA and the market will be of around Rs 11,000 crores in the year 2008. In fact, in the USA there are numerous companies, which specialize in MT, and they undertake transcription contracts for whole hospitals. The Bureau of Labour Statistics of the Department of Commerce, USA, estimates that this industry employs about 300,000 transcriptionists and has projected a growth of 8% per annum for labour demand.

India today accounts for only 20,000 minutes of dictation being processed in a day, while the requirement could easily be 3,50,000 minutes. In a couple of years, there will be more than 5,000 companies involved in medical transcription.

The NASSCOM recent study on medical transcription reveals that there are nearly 3,800 software professionals are employed in the medical transcription industry earning a revenue of Rs.140 Crores in 1998 and it projects an employment of nearly 1,60,000 software professionals.

The market for medical transcription in India will be of growing importance for the country in terms of foreign exchange earnings. There are nearly 100 companies in India engaged in this critical segment of information technology employing nearly 25,000 people. The demand is on the rise and fortunes can be made mainly because of the turnaround time, which is as low as 2 hours, low wage levels and abundant availability of English speaking unemployed graduates. With these advantages combined with the growing trend in the industry, the company expects to successfully establish the project.

In portals, the company is in the process of developing a portal containing all the technical and informative details of the leather industry. Leather industry is one of the highest foreign exchange earners in India. However the flow of information regarding the availability of leather and its products, the price range, the names of the players, their respective capacities, etc are not readily available. By developing this portal the company expects to fill the gap, which is expected to bring in the players closer. Hence the development of this portal is expected to generate sufficient interest in the leather market resulting in income generation by way of transaction fee, advertisement revenue etc.

The company has already entered into an agreement with CBay systems (India) Private limited for supply of technical know-how and also procuring the transcription orders for the company. CBay is an affiliate of CBay systems Ltd. USA, who are already established in the Medical transcription business. Further CBay India has also clients the world over for the transcription and hence the company need not depend on CBay systems USA alone.

M/s C-Bay Systems have already placed an order for 80,000 lines per day for three years with an option of extending it for a further period of three years @ US$ 0.05 per line. They are keen on further enhancing their orders.

A sum of Rs 111.69 lacs has been incurred towards the cost of the existing and proposed project as on April 23, 2000. A detailed schedule of resources and deployment of funds as per the certificate dated April 24, 2000 of Ramesh and Ramachandran, Chartered Accountants, Chennai, Statutory Auditors of the Company are as follows:

The management of the company shall deploy the funds, which are available pending its utilization in the proposed project, in the Fixed Deposit Account / Inter Corporate Deposits to earn returns out of it.

A strategic review of the Indian IT enabled services industry through SWOT Analysis depicts:

A forecast of operations and estimated profit for the financial year ended March 31 2001 along with the major assumptions as estimated by Exquisite is set out below.

The estimates have been certified by the statutory Auditors of the company vide their letter dated April 24, 2000 to be arithmetically correct and inaccordance with the major assumptions

(Rs. in Lacs)

Since the Company is coming out with an Initial Public Offer at par value of Rs 10/-, the quantitative factors such as EPS, P/E Earning ratio, Average return on net worth and Net Asset Value have not been provided. Moreover the ratios cannot be given for the previous year as it is related to the existing business of leather and it may not reflect the true picture of the proposed activity of IT Enabled services, which is scheduled to commence from the month of May 2000.

No issues have been made by the Company and other companies under the same management during the last three years.

As the shares of the Company are yet to be listed on the Stock Exchanges, no quotation for the market price of its shares is available.

There are no listed companies under the same management within the meaning of Sec.370 (1B) of the Act.

There are no pending litigations in which the promoters of the Company are involved except Mr.S.Aravindan, Managing Director of Exquisite Exports Limited who purchased land and building from one Mr.(Late) Ahmed Basha in the year 1994. Subsequently, the said property was sold to Exquisite Exports Limited. Mr.Ahmed Basha, had expired in the year 1996. Subsequent to the demise of Mr.Ahmed Basha his legal heirs have filed Civil Suit bearing No: 306/99 against Mr.S.Aravindan for the return of the property. EXQUISITE is not a party to the proceedings. As the said is frivolous in nature, experts are of the opinion that Mr.S.Aravindan will win the case.

There are no overdues, defaults to the Financial Institutions/ Banks, Re-schedulement of Loans to Banks/FI’s by the Company. There are no pending offences of non payment of statutory dues by the promoters of the company and the other companies promoted by the promoters.

There are no cases of litigation pending against the company or against any other company whose outcome could have a materially adverse effect on the position of the Company.

There are no pending litigations against the other Directors in their personal capacities and also involving violation of statutory regulations of criminal offences.

There are no pending proceedings initiated for economic offences against the Directors, Promoter, Companies and firms promoted by the promoters.

There are no outstanding litigations, disputes pertaining to the matters likely to affect the operations and financials of the company including disputed tax liability, prosecution under any enactment in respect of Schedule XIII of the Companies Act, 1956.

There are no litigations outstanding against the Promoters/Directors in their personal capacity. The Company, its promoters and other companies with which promoters are associated have neither suspended by SEBI nor any disciplinary action has been taken by SEBI. There are no prosecution launched by Income Tax authorities and no liability compounded by the Promoters/ Company/Companies/Ventures with which the Promoters are associated is subsisting. None of the Promoters/Directors/ Promoter Companies have violated the provisions of the Companies Act, 1956.

There are no cases of pending litigations/defaults in respect of the firms/ Companies with which the Promoters are associated in the past but are no longer associated.

None of the promoters have resigned as Directors from any companies during the last three years.

The promoters or their group companies/firms/directors have not defaulted in meeting any statutory dues, bank/ institutional dues or dues towards holders of instruments like debentures, fixed deposits etc.

In the opinion of the Directors of the Company, there are no circumstances that have arisen since the date of the last financial statement disclosed in the offer document, that materially that of adversely affect or likely to affect the performance or the profitability of the Company, or value of its assets, or its ability to pay its liabilities within the next twelve months.

All known and identified liabilities have been acknowledged an accounted for and necessary disclosures made in this offer document.

There have been no adverse events affecting the operations of the Company occurring within one year prior to the date of filing this Offer Document with the Registrar of the Companies.

1. Comparison of Income & Expenditure: