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	Prospectus MSK PROJECTS (INDIA) LIMITED (Incorporated as a Limited Company on 20^th December, 1994 under part IX of the Companies Act, 1956 and obtained certificate of commencement of business on 27^th January, 1995) *Registered Office:* 707, Sterling Centre, R. C. Dutt Road,Alkapuri, Baroda : 390 005 Tel No : (0265) 344756, 359893 Fax No : (0265) 341642 Public Issue of 40,00,000 Equity Shares of Rs. 10/- each, for cash at a premium of Rs. 11/- per share (i.e. price of Rs. 21/- per equity share) aggregating to Rs. 840.00 Lakhs . RISKS IN RELATION TO FIRST OFFER This being the first Public Issue of the Equity Shares of MSK PROJECTS (INDIA) LIMITED, there has been no formal market for the equity shares of MSK PROJECTS (INDIA) LIMITED. The Issue price (as has been determined and justified by the Lead Manager and the Issuer as stated under "Basis of Issue Price" on Page No. __ ) should not be taken to be indicative of the market price of the equity shares after the equity shares are listed. No assurance can be given regarding an active or sustained trading in the equity shares of MSK PROJECTS (INDIA) LIMITED nor regarding the price at which the equity shares will be traded after listing. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors 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 ("Issuer"/"Offeror") and the Issue ("Issue"/"Offer") 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 the adequacy of this document. The attention of investors is drawn to the statement of Risk Factors appearing on Page No. __ of the Prospectus. ISSUERS' ABSOLUTE RESPONSIBILITY The Company and the Offerors, having made all reasonable inquiries, accepts responsibility for, and confirms that this Prospectus 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 Prospectus is true and correct in all material respects 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. LISTING The equity shares are proposed to be listed at The Stock Exchanges at Vadodara ( Regional Stock Exchange) Ahmedabad, Jaipur and Mumbai Stock Exchange. LEAD MANAGERS TO THE ISSUE REGISTRARS TO THE ISSUE Sobhagya Capital Options Limited ANURAG SERVICES PVT. LTD. E-227, East of Kailash, 6^Th Floor, Shanker Chambers, NEW DELHI - 110 065 Ashram Road, Tel.: (011) 6462169, 6422175, Ahmedabad - 380 009 6466243, 6466246 Tel : (079) 658 3462/658 42645048 Fax: (011) 6445483 Fax : (079) 658

		ISSUE OPENS ON__________________ ISSUE CLOSES ON ________________



	TABLE OF CONTENTS DEFINITIONS RISK FACTORS AND MANAGEEMNT PERCEPTIONS THEREOF HIGHLIGHTS PART : I GENERAL INFORMATION CAPITAL STRUCTURE OF MSK PROJECTS (INDIA) LIMITED (Msk) TERMS OF THE PRESENT ISSUE PARTICULARS OF THE ISSUE COMPANY, MAIN OBJECTS, SUBSIDIARIES AND GROUP COMPANIES PROMOTERS AND MANAGEMENT CURRENT BUSINESS PROJECT FINANCIAL HIGHLIGHTS OF MSK FOR THE LAST FIVE YEARS FORECAST OF ESTIMATED PROFITS FOR THE FINANCIAL YEAR ENDING 3OTH SEPTEMBER, 2000 MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF THE LAST THREE YEARS OF MSK 18 BASIS OF ISSUE PRICE PARTICULARS OF ISSUES MADE BY COMPANIES UNDER THE SAME MANAGEMENT IN THE LAST THREE YEARS OUTSTANDING LITIGATIONS DEFAULT AND MATERIAL DEVELOPMENTS RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF PART : II A. GENERAL INFORMATION B. AUDITORS REPORT C. STATUTORY AND OTHER INFORMATION D. MATERIAL CONTRACTS & DOCUMENTS FOR INSPECTION PART : III DECLARATION



	DEFINITIONS Act The Companies Act, 1956 Articles Articles of Association of MSK PROJECTS (INDIA) LTD. ASE The Stock Exchange, Ahmedabad Board Board of Directors of MSK PROJECTS (INDIA) LTD. BSE The Stock Exchange, Mumbai VSE The Stock Exchange, Vadodara Company MSK PROJECTS (INDIA) LTD. FERA Foreign Exchange Regulation Act, 1973 Issue Issue of equity shares of MSK PROJECTS (INDIA) LTD. Issuer MSK PROJECTS (INDIA) LTD. IT Act Income Tax Act, 1961 JSE Jaipur Stock Exchange Memorandum Memorandum of Association of MSK PROJECTS (INDIA) LTD. MSK MSK PROJECTS (INDIA) LTD. NRI Non-Resident Indian NHAI NATIONAL HIGHWAY AUTHORITY OF INDIA OCB Overseas Corporate Body Issue or Offer Issue of equity shares of MSK PROJECTS (INDIA) LTD. Issuer / Offeror MSK PROJECTS (INDIA) LTD. SEBI Securities and Exchange Board of India Prospectus Offer Document/Prospectus



	RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF *Internal to MSK PROJECTS (INDIA) LIMITED* 1. The Company is promoted by first generation entrepreneurs. Management perception : The promoters have vast experience in the field of over 30 years and are supported by a team of experienced Engineers. 2. The cost of the project for which funds are being raised has not been appraised by any bank or financial institution. Management perception : Before awarding the contract National highway Authority of India has approved the cost of project as estimated by the Company. The IDBI Bank had also sanctioned term loan of Rs. 330 lac on the project cost estimated by the Company. 3. The penalty clause in a work order may affect the Company's profitability in case of delay in execution of contract. Management Perception : The Company has a track record of completing projects as per schedule and no penalty has been levied up till now. 4 The company's profits have come down during 1999-2000 compared to that of 1998-99. Management Perception : Due to recession in industrial projects during last few years the profitability of the company was slightly affected. However it took a timely decision during 1998-99 to diversify into infrastructure sector and started taking up Highway, Roads and Bridges projects including the ROB project at Kisangadh, the benefits of which have started accruing during the current year 2000-2001 and which is expected to improve its profitability considerably. 5. The Company for to meeting part cost of the ROB project resorted to unsecured loans from friends & relatives (Rs.616.88 lac) and secured loan from Baroda People Co-op Bank Ltd. (Rs.150 lac) when the means of finance of Rs.1470 lac as estimated & approved by NHAI included an amount of Public Issue of Rs.840 lac which if it had been raised in time, it would have obviated raising of the above costly loans. Management Perception : Since the Highway project was top priority project and the primary market for equities was bad at the relevant time in 1999, the company wanted to first establish its credentials by completing the project through loans from friends, relatives and Baroda People Co-op Bank Ltd. And thereafter go to tap the market for Equity, which they are eventually doing now within just one and a half years. 6. The Company is doing part of its business of infrastructural Road projects through a special purpose vehicle J.V. namely MSK Projects (India) (JV) Ltd. in joint venture with National Builders, Baroda which may ultimately affect the Company's turnover & profits . Management Perception : This joint venture Company by the name MSK Projects (India) (JV) Ltd. was formed for specifically undertaking only the three Road projects of Nasirabad-Kekri Road, Bharatpur by pass & Sikar by pass and no other project. The Company went into this Joint Venture only because the total investment was of a huge nature as well as to gain experience & break through into this sector. *External to MSK PROJECTS (INDIA) LIMITED* 7. There is a substantial fall of about 47% in contract receipts during 1999-2000 as compared to 1998-1999, resulting in the fall in profits by about 37% which indicates substantial reduction in turnover and Income during the year 1999-2000, which is not a favourable position. Management Perception : The Company has during 1999-2000 shifted its focus from Industrial projects to Infrastructure projects and from now on it will be under taking more of Highway Roads, Bridges and Flyover projects on BOT basis which are more profitable to the company as all their returns in the shape of toll receipts are going to be free of Income tax to the company. This is expected to increase the company's retained earnings substantially. This is also borne out by the fact that in just 1 month 10 days from 19.02.2000 to 31.03.2000, the toll receipts from ROB project at Kishangadh were to the tune of Rs.107 lacs which are free of income tax. 8. The Company will face competition in bidding for contracts through tender from other existing companies. Management perception :The past performance of the company testify its ability to successfully bid for contracts. 9. The liberalisation policy of the Government and incentives offered by it have spurred the growth of opportunities in the field of Infrastructure and particularly road sector. Adverse changes if any, in the Government policy could thus affect business prospects.



	Management Perception : The Company is involved in Infrastructure development which is in priority list of Government of India for development of Infrastructure. In the recent Budget cess has been imposed on sale of petrol and diesel for road development. Gujarat Government has started separate corporation for development of Infrastructure projects particularly of Road sector. 10. Competition from existing and new players could have an impact on the business prospects of the company. Management Perception : The Company has over a period of time built up specialist skills, rich experience and reputation for timely work. Other Notes : 1. Applicants are advised to refer to the paragraph on "Basis of Issue Price" mentioned in the Prospectus before making an investment decision in respect of this offer. 2. Applicants are advised to refer to "Notes to Account" as appearing on Page ___ before making an investment decision in respect of this offer. 3. Investors may please note that in the event of over subscription, allotment shall be made on a proportionate basis in consultation with the regional stock exchange as per the details appearing on page no. _____. HIGHLIGHTS : · Profit making company engaged in Engineering Construction business and now diversifying into Infrastructure projects like Roads, Bridges & railway over Bridge. · The Company has executed a prestigious Railway Over Bridge (ROB) Project at Kishangadh in Rajasthan. The Company has also executed three Road projects at Nasirabad-Kekri Road, Bharatpur by-pass and Sikar by- pass, all in the State of Rajasthan through its special purpose vehicle JV namely MSK Projects (India) (JV) Ltd. · Some of the other prestigious projects completed by the company includes construction assignments for M/s. Indian Petrochemicals Corporation Limited, M/s. G E Plastics India Limited, M/s. Rajasthan Polymers & Resin Limited, M/s. Crompton Greaves Limited, M/s. Phillips India Limited & RIICO, Jaipur · Interest or long-term capital gain to infrastructure capital fund or infrastructure capital company from investments made in Railway Over Bridge (ROB) at Kishangadh is exempted from Income Tax as the project is approved by Central Government under Section 10 (23G) of the Income tax Act, 1961. · The toll collection income of the ROB Project of company is tax free under section 80 IA(4) of the Income tax Act, 1961. · No gestation period. · Listing at Vadodara, Mumbai, Jaipur and Ahmedabad Stock Exchange.



	MSK PROJECTS (INDIA) LIMITED (Incorporated as a Limited Company on 20^th December, 1994 under part IX of the Companies Act, 1956 and obtained certificate of commencement of business on 27^th January, 1995) *Registered Office:* 707, Sterling Centre, R. C. Dutt Road,Alkapuri, Baroda : 390 005 Tel No : (0265) 344756, 359893 Fax No : (0265) 341642

			named in the Prospectus are registered with SEBI and that till date such registration is valid; 4. If underwritten, we shall satisfy ourselves about the worth of the underwriters to fulfill their underwriting commitments." All legal requirements pertaining to the issue will be complied with at the time of registration of the offer document with the ROC in terms of section 56 of the Companies Act 1956. The filing of this Prospectus does not, however, absolve MSK from any liabilities under Section 63 of the Act or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed offer. SEBI, further, reserves the right to take up, at any point of time, with the Lead Manager to the Offer, any irregularities or lapses in the Prospectus. Note: The Issuer and lead manager 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 Issuer and that anyone placing reliance on any other source of information would be doing so at his/her risk. Disclaimer Clause of the Stock Exchange, VADODARA The Vadodara stock exchange has given vide its letter dated ___________ permission to the Company to use the Exchange's name in this offer Document as one of the Stock Exchanges on which this Company's securities are proposed to be listed. The exchange has taken on record this Offer Document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to the Company based on the assurances, averments, statements and other managerial, administrative, technical and financial information duly seen and examined by the Lead Managers/ Managers/ Advisors and Directors and Managers of the Company. The Exchanges does not in any manner:- a. warrant, certify or endorse the correctness or completeness of any of the contents of this Document; or b. warrant that this company's securities will be listed or will be listed or will continue to be listed on the Exchange; or c. take any responsibility for the financial or other soundness of this company, its promoters, its management or any scheme or project of this company; and it should not for any reason be deemed or construed that this Offer Document has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange 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. DISCLAIMER CLAUSE OF THE STOCK EXCHANGE, MUMBAI The Stock Exchange, Mumbai, has vide its letter dated _____________ given its permission to MSK to use its name in this Prospectus as one of the stock exchanges on which MSK securities are proposed to be listed. The BSE has scrutinized this Prospectus for their limited internal purpose of deciding on the matter of granting the aforesaid permission to MSK. The Exchange does not in any matter - i) warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus, or
	PART I. I. GENERAL INFORMATION MSK PROJECTS (INDIA) LIMITED (hereinafter referred to as 'MSK' or 'the Issuer' or 'the Company') having received its certificate of incorporation on December 20, 1994 is offering for subscription 40,00,000 Equity Shares of Rs. 10 each, for cash at a premium of Rs. 11 per share (i.e. price of Rs. 21 per equity share) aggregating Rs. 840.00 lakhs. Authority for the Issue Pursuant to Section 81(1A) of the Act, the present issue of equity shares has been authorized vide a special resolution passed at the Extraordinary General Meeting of MSK held on July 10^th, 2000. The Board of Directors have approved the issue by a resolution passed at its meeting held on August 5^th, 2000. Disclaimer Clause As required a copy of the Draft Offer Document has been submitted to SEBI, it is to be distinctly understood that submission of the draft Prospectus to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or project for which the offer is proposed to be made, or for the correctness of any of the statements made or opinions expressed in the Prospectus. Lead Manager, SOBHAGYA CAPITAL OPTIONS LIMITED, has certified that the disclosures made in the Prospectus are generally adequate and are in conformity with SEBI guidelines for disclosure and investor protection for the time being in force. This requirement is to facilitate investors to take an informed decision for making investment in the proposed offer. It should also, be clearly understood that while the Issuer is primarily responsible for the correctness, adequacy and disclosure of all the relevant information in the Prospectus, the Lead Manager is expected to exercise due diligence to ensure that the Company discharges its responsibility adequately in this behalf and towards this purpose, the Lead Manager, SOBHAGYA CAPITAL OPTIONS LIMITED has furnished to SEBI a due diligence certificate dated 18^th August, 2000 in accordance with SEBI (Merchant Bankers) Regulations, 1992 which reads as follows: "1. We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators, etc., and other materials in connection with the finalization of the Prospectus pertaining to the said offer; 2. On the basis of such examination and the discussions with the Company, its Directors and other officers, other agencies, independent verification of the statements concerning the objects of the offer, projected profitability, price justification and the contents of the documents mentioned in the Annexure and other papers furnished by the Issuer; WE CONFIRM THAT a) the Prospectus forwarded to SEBI is in conformity with the documents, materials and papers relevant to the offer; b) all the legal requirements connected with the said offer as also the guidelines, instructions, etc., issued by SEBI, the Government and any other competent authority in this behalf have been duly complied with; and c) the disclosures made in the Prospectus are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed offer. 3. We confirm that besides ourselves, all the intermediaries



	ii) warrant that MSK' securities will be listed or will continue to be listed on the Exchange, or iii) take any responsibility for the financial or other soundness of MSK, its promoters, its management or any scheme or project of MSK It should not, for any reason be deemed or construed that this Prospectus has been cleared or approved by the said Exchange. Every person who desires to apply for or otherwise acquires any securities of MSK may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the said Exchange 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 for any other reason whatsoever. DISCLAIMER CLAUSE OF AHMEDABAD STOCK EXCHANGE, AHMEDABAD The Stock Exchange, Ahmedabad, has vide its letter dated _____________ given its permission to MSK to use its name in this Prospectus as one of the stock exchanges on which MSK securities are proposed to be listed. The BSE has scrutinized this Prospectus for their limited internal purpose of deciding on the matter of granting the aforesaid permission to MSK. The Exchange does not in any matter - i) warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus, or ii) warrant that MSK' securities will be listed or will continue to be listed on the Exchange, or iii) take any responsibility for the financial or other soundness of MSK, its promoters, its management or any scheme or project of MSK It should not, for any reason be deemed or construed that this Prospectus has been cleared or approved by the said Exchange. Every person who desires to apply for or otherwise acquires any securities of MSK may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the said Exchange 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 for any other reason whatsoever. DISCLAIMER CLAUSE OF JAIPUR STOCK EXCHANGE, JAIPUR The Stock Exchange, Jaipur, has vide its letter dated _____________ given its permission to MSK to use its name in this Prospectus as one of the stock exchanges on which MSK securities are proposed to be listed. The BSE has scrutinized this Prospectus for their limited internal purpose of deciding on the matter of granting the aforesaid permission to MSK. The Exchange does not in any matter - i) warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus, or ii) warrant that MSK' securities will be listed or will continue to be listed on the Exchange, or iii) take any responsibility for the financial or other soundness of MSK, its promoters, its management or any scheme or project of MSK It should not, for any reason be deemed or construed that this Prospectus has been cleared or approved by the said Exchange. Every person who desires to apply for or otherwise acquires any securities of MSK may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the said Exchange 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 for any other reason whatsoever. DISCLAIMER IN RESPECT OF JURISDICTION This Offer is being made in India to persons resident in India (including Indian nationals resident in India who are majors, Hindu Undivided Families, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the Societies Registration Act, 1860, or any other Trust law and who are authorized under their		constitution to hold and invest in shares) and to NRIs, OCBs and FIIs as defined under the Indian Laws. This Offer Document does not, however, constitute an offer 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 offer or invitation in such jurisdiction. Any person into whose possession this Offer Document comes is required to inform himself about and to observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in India only No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Offer Document has been submitted to the SEBI. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this Offer Document may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Offer Document nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of MSK since the date hereof or that the information contained herein is correct as of any time subsequent to this date. Filing A copy of this Prospectus, alongwith the documents required to be filed under Section 60 of the Act, has been delivered for registration to the Registrar of Companies, Gujarat At Ahmedabad. A copy of this Prospectus has been submitted to the Securities and Exchange Board of India (hereinafter referred to as SEBI). Listing Application has been made by MSK to the Stock Exchanges at Vadodara, Ahmedabad, Jaipur and Mumbai, for permission to list the equity shares and for an official quotation of the equity shares of MSK. In case the permission to deal in and for official quotation of the equity shares is not granted by the above mentioned stock exchanges, the Issuer shall forthwith repay without interest, all monies received from applicants in pursuance of this Prospectus 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. Impersonation Attention of the applicant is specifically drawn to sub-section (1) of Section 68A of the Act, which is reproduced below: "Any person who- a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or b) 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." Minimum Subscription If the Company does not receive minimum subscription of 90% of the amount payable on application on the date of closure of the Issue or the subscription level falls below 90% after the closure of the issue on account of cheques having been returned unpaid or withdrawal of applications, MSK shall forthwith refund the entire amount received. If there is a delay beyond 8 days after the date from which MSK becomes liable to pay the amount, MSK shall pay interest as per Section 73 of the Act. Utilisation of Issue Proceeds The sum received in respect of the public issue will be kept in a separate Bank account and MSK will not have access to such funds unless allotment of shares has been made in consultation with the regional stock exchange and listing approval has been received from the stock exchanges where listing has been sought. The Board of Directors of the Company certifies that - i) all monies received out of this Issue 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 the Act. ii) details of all monies utilised out of the Public Issue referred to in



	sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of MSK indicating the purpose for which such monies had been utilised; and iii) details of all unutilised monies out of the Public Issue, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of MSK indicating the form in which such unutilised monies have been invested. iv) the utilization of monies received under Promoters contribution and from firm allotments and reservations shall be disclosed under an appropriate head in the balance sheet of the company indicating the purpose for which such monies have been utilized. v) The details of all unutilized monies out of the funds received under promoters contribution and from firm allotments and reservations shall be disclosed under a separate head in the Balance sheet of the company indicating the form in which such unutilized monies have been invested. Acceptance Letters/Refund Orders 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 30 days from the date of closure of this offer. The Issuer shall ensure dispatch of refund orders of value upto Rs.1,500/- under Certificate of Posting and refund orders over the value of Rs 1,500/- and Share Certificates by Registered Post only to the first named applicant at the applicant's sole risk. The Issuers, as far as possible, will allot the equity shares within 30 days from closure of the offer and shall pay interest at the rate of 15% p.a. (except to applicants applying through stock invest), if the allotment is not made and the refund orders are not dispatched to the investors within 30 days from closure of the offer for the period of delay beyond 30 days. The Issuers would also make available adequate funds to the Registrars to the Offer (the "Registrars") for the purpose of dispatch of Refund Orders. GOVERNMENT APPROVALS The Company can undertake the activities as proposed in the Objects of the Issue. The Company has received all the necessary permissions and approvals from the Government and various Government Agencies for proceeding with the project. No further approvals from any Government authority are required by the Company to undertake the activities. ISSUE Programme THIS ISSUE WILL OPEN AT THE COMMENCEMENT OF BANKING HOURS AND WILL CLOSE AT THE CLOSE OF BANKING HOURS ON THE DAYS AS MENTIONED BELOW. Opening Date : _________2000 Closing Date : _________2000 The issuer accepts full responsibility for the accuracy of the information given in this Prospectus and confirm that to the best of their knowledge and belief, there are no other facts the omission of which make any statement in this Prospectus misleading, and they further confirm that they have made all reasonable inquiries to ascertain such facts. Lead Managers To The Issue SOBHAGYA CAPITAL OPTIONS LIMITED E-227, East of Kailash, NEW DELHI : 110 065 Tel: (011) 646 2169, 642 2175, 646 6243, 646 6246 Fax: (011) 644 5483,		Registrars To The Issue ANURAG SERVICES PVT. LIMITED, 6^Th Floor, Shanker Chambers, Ashram Road, AHMEDABAD : 380 009. Tel. : (079) 658 3462, 658 4264 Fax: (079) 658 5048 REGISTRARS FOR ELECTRONICS SHARES PINNACLE SHARES REGISTRY PRIVATE LTD. Nr. Asoka Mills, Naroda Road, AHMEDABAD : 380 025. Tel. : (079) 212 0582, 212 0338 Fax: (079) 212 2963 AUDITORS CHANDRAKANT & SEVANTILAL & J. K. SHAH & CO. "Shreyas", 1^st Floor, Dandia Bazar, BARODA : 390 001 Tel. : (0265) 540 229, 433 954 Fax.: Credit Rating/Debenture Trustee This being an Offer of Equity Shares, no credit rating or appointment of Debenture Trustees is required. Underwriting The issue is not being underwritten. Compliance Officer C. MOHANAN, Director (Finance) 707, Sterling Centre, R. C. Dutt Road,Alkapuri, BARODA : 390 005 Tel No : (0265) 344756, 359893 Fax No : (0265) 341642 Bankers To The COMpany CORPORATION BANK Alkapuri Branch, VADODARA The BARODA PEOPLE'S CO OP BANK LIMITED Rajmahal Road, BARODA IDBI BANK LIMITED Concorde, R. C. Dutt Road, Alkapuri, BARODA : 390 007 Bankers To The Issue CORPORATION BANK Alkapuri Branch, VADODARA :



	II. CAPITAL STRUCTURE OF MSK as on date SHARE CAPITAL Nominal Value (Rs.) A) AUTHORISED SHARE CAPITAL 1,05,00,000 Equity Shares of Rs.10 each 10,50,00,000 10,50,00,000 B) ISSUED, SUBSCRIBED & FULLY PAID UP CAPITAL 61,06,820 Equity Shares of Rs.10 each fully paid up 6,10,68,200 6,10,68,200 C) OFFERED THROUGH THE PROSPECTUS 40,00,000 Equity Shares of Rs.10 each at a premium of Rs. 11/- per share 4,00,00,000 8,40,00,000 Of Which a) Firm Allotment 8,00,000 Equity Shares of Rs.10 each at a premium of Rs. 11/- per share reserved for a llotment to mutual funds / FIS. 80,00,000 01,68,00,000 8,00,000 Equity Shares of Rs.10 each at a premium of Rs. 11/- per share reserved for allotment to NRIs/ Overseas Corporate Bodies / FIIs 80,00,000 01,68,00,000 b) Net Public Issue 24,00,000 Equity Shares of Rs.10 each at a premium of Rs. 11/- per share 2,40,00,000 05,04,00,000 D) PAID-UP CAPITAL AFTER THE ISSUE 91,01,06,820 Equity Shares of Rs.10 each 10,10,68,200 E) SHARE PREMIUM ACCOUNT Before the issue NIL After the issue 4,40,00,000 NOTES : 1. The authorised share capital of MSK has been increased from Rs. 5.50 crores divided into 55 lakhs equity shares of Rs. 10 each to Rs. 10.50 crores divided into 105 lakhs equity shares of Rs.10 each through an amendment of the Memorandum and Articles of Association by a resolution passed at the Company's Extraordinary General Meeting held on 10^th July, 2000. 2. The details of equity share capital allotted by MSK are as under :- Date of No. of Type of Issue Nominal Value Price per Consider- Remarks Allotment Shares per share share ation (Rs) (Rs.) 20.12.1994 932886 Allotted to partners of firm 10 10 Consideration M. S. Khurana on registration & other than cash Incorporation as company under part : IX of the Companies Act, 1956. 01.01.1995 797060 Allotted to Shareholders of 10 10 Consideration M. S. Khurana (Eng. & Constractors other than cash Pvt. Limited) 01.01.1995 140165 Allotted to Shareholders of Emsons 10 10 Consideration Construction Pvt. Limited other than cash 01.04.1995 4220 Allotted to partners of Emsons 10 10 Consideration Construction Company. other than cash 03.09.1996 720897 Bonus Issue 10 Ratio of 5 : 13 31.03.1999 780000 Allotment of Shares to M/s. Myraj Consultancy Ltd. 10 10 Cash 03.03.1999 1454645 Bonus Issue 10 Ratio of 14 : 25 10.07.2000 1235547 Bonus Issue 10 Ratio of 11 : 43 10.07.2000 41400 Allotment of Shares to individual 10 10 Cash \ Total 6106820 3.List of Top 10 Shareholders two years before filing of Prospectus with ROC. SR. NO. NAME OF THE SHAREHOLDERS NUMBER OF SHARES % OF PAID UP CAPITAL 1 ASHOK M. KHURANA 1239417 47.76 2 MANJU A. KHURANA 391393 15.08 3 AMIT A. KHURANA 708165 27.29 4 MSK FINANCE LIMITED 83215 3.21 5 ASHOK M. KHURANA (HUF) 43975 1.69 6 M. S. KHURANA (HUF) 18471 0.71 7 BINDIYA A. KHURANA 20848 0.80 8 RASHIKA A. KHURANA 23437 0.90 9 MOHANAN S. CHORAN 15785 0.61 10 C. MOHANAN (HUF) 22025 0.85



	4. List of Top 10 Shareholders 10 days prior to filing of Prospectus in ROC & as on date of filing of prospectus with ROC. 5. The Shareholding pattern of the company as on 10^th July, 2000 as well as after the public issue is as follows : ENTITY EXISTING AFTER PUBLIC ISSUE NO. OF PERCENT AGE NO. OF SHARES PERCENTAGE SHARES OF HOLDING OF HOLDING PROMOTERS MR. ASHOK M. KHURANA 2428104 39.76 2428104 24.02 MR. ASHOK M. KHURANA (HUF) 86150 1.41 86150 0.84 MRS. MANJU A. KHURANA 766766 12.55 766766 7.59 MR. MOHAN S. CHORANAN 30924 0.51 30924 0.31 MR. C. MOHANAN (HUF) 43149 0.71 43149 0.43 PROMOTER GROUP MISS. BINDIYA A. KHURANA 40843 0.67 40843 0.40 MR. AMIT A. KHURANA 1387345 22.72 1387345 13.73 MISS. RASHIKA A. KHURANA 45915 0.75 45915 0.45 M. S. KHURANA (HUF) 36186 0.59 36186 0.35 Promoter group : Corporate Bodies 163568 2.68 163568 1.62 FRIENDS ASSOCIATE & RELATIVES 98336 1.61 98336 0.97 OTHER CORPORATE BODIES 979534 16.04 979534 9.69 SUB TOTAL 6106820 IN PUBLIC ISSUE Reserved for firm allotment to mutual funds / FIS 800000 7.92 Reserved for firm allotment to NRIs / Corporate Bodies / FIIs 800000 7.92 Public - 2400000 23.76 TOTAL 6106820 100.00 10106820 100.00 6. Equity shares representing 20 % of the post issue capital MSK PROJECTS (INDIA) LIMITED will be locked in as under : NAME OF THE HOLDER NO. OF DATE OF ALLOTMENT/ CONSI- FACE % OF LOCK- SHARES ACQUISITION DERATION VALUE IN* M/S. MYRAJ CONSULTANCY LIMITED 780000 31.03.1999 cash. 10 7.72 199534 10.07.2000 Bonus 10 1.97 M/S. MSK FINANCE LIMITED 46600 03.03.1999 Bonus 10 0.46 33209 10.07.2000 Bonus 10 0.33 MR. ASHOK M. KHURANA 612384 20.12.1999 Cons. Other than Cash 10 6.06 189357 03.09.1996 Bonus 10 1.87 160280 03.03.1999 Bonus 10 1.59 TOTAL 2021364 20.00 *These shares will be locked in for a period three years from their date of allotment in the present issue. The balance promoters holding of 40,85,456 shall be locked in for a period of one year from the date of allotment in the public issue. 5. There is no buy back or standby arrangement for the purchase of equity shares offered through this Prospectus by the promoters, Directors, or Merchant Bankers. 6. Any unsubscribed portion, if any of Shares reserved for NRI's / OCB's, FII's, FI's, Mutual funds will be added back to the net offer to the public to the extent of such under subscription in that category. 7. MSK has not raised any bridge loan against the proceeds of this public issue other than those mentioned elsewhere in the Offer Document. 8. A minimum of 50% of the net offer of equity shares to the public shall initially be made available for allotment to individual applicants who apply for less than or equal to 1,000 shares. The balance 50% of the net offer of the shares to the public shall initially be made available for allotment to investors, including Corporate Bodies / Institutions and individual applicants who apply for more than 1,000 shares. The unsubscribed portion of the net offer to any one of the above two categories shall be made available for allotment to applicants in the other category, if so required and allotment shall be made on a proportionate basis as per relevant SEBI guidelines. If the process of rounding of to the nearest multiple of 100 results in the actual allotment being higher than the equity shares available for allotment MSK shall allot additional equity shares upto a maximum of 10% of net public offer. 9. None of the promoters or Directors of the Company have directly or indirectly purchased or sold the securities of MSK during the last 6 months. 10. As the basis of allotment is on proportionate basis, in the process of rounding off to the nearest multiple of 100, the issue size may increase by a maximum of 10% of the present issue. 11. The Company has been informed that vide A D ( MA Series) Notification No. Fema 20/2000-RB Dated 3^rd May 2000 has given general permission under Section 6(3) (b) and section 47 of The Foreign Exchange Management Act, 1999 to Indian Companies for issue of shares to NRIs / OCBs.



	III. TERMS OF THE PRESENT issue The equity shares now being issued are subject to the provisions of the Act, Memorandum and Articles of Association of the Company, terms of this Prospectus, the application form, the guidelines for listing of securities issued by the Stock Exchanges and Government of India and/or other statutory bodies and the guidelines for Disclosure and Investor Protection issued by the Securities and Exchange Board of India ("SEBI Guidelines") and the Depositories Act, 1996, to the extent applicable. AUTHORITY FOR THE ISSUE Pursuant to Section 81(1A) of the Act, the present issue of equity shares has been authorized vide a special resolution passed at the Extraordinary General Meeting of MSK held on July 10^th, 2000. The Board of Directors have approved the issue by a resolution passed at its meeting held on dated August 05, 2000. Face Value/issue Price Equity shares of face value of Rs. 10/- each are being offered at a price of Rs. 21/- per share (inclusive of share premium of Rs. 11/- per share). Terms of Payment Application should be for a minimum of 100 equity shares and in multiples of 100 equity shares thereafter. The details of amount payable on application and allotment are as under; Towards Share Towards Total Amount Capital (Rs.) Premium (Rs.) Payable (Rs.) On Application 5.00 5.50 10.50 On Allotment 5.00 5.50 10.50 Total 10.00 11.00 21.00 In case of allotment of shares, any excess amount paid on application shall be adjusted towards the amount due on allotment and the balance amount, if any, will be refunded by the Company to the applicant(s). Interest In Case of Delay On Allotment/Despatch a) The Company agrees that, as far as possible, allotment of securities offered to the public shall be made within 30 days of the closure of this Issue. b) The Company agrees that it shall pay interest @ 15% per annum if the allotment has not been made and/or the allotment letter/refund orders have not been dispatched to the investors within 30 days after the date of the closure of the issue. Ranking of Equity Shares Equity shares now being issued shall rank pari passu with the existing shares of MSK in all respects. They will be entitled to dividend, if any, which may be declared or paid on the equity shares only in such proportion as is attributable to such part of that financial year after which such equity shares were allotted and to the extent of amount paid up on the shares. RIGHTS OF MEMBERS a) Right to receive dividend, if declared. b) Right to attend general meetings and exercise voting rights, unless prohibited by law. c) Right to vote either personally or by proxy. d) Right to receive offer for right shares and receive allotment of bonus shares. e) Right to receive surplus on liquidation. Procedure For Application And Mode of Payment The Prospectus and Application Form (including the Abridged Prospectus) may be obtained from the Registered Office of MSK, the Lead Manager, the Registrars to the Issue, Brokers, Bankers to the Issue named herein and from such of their branches as are mentioned on the reverse of the Application Form.		Instructions For Applicants i) Applications may be made by - a) Indian nationals resident in India who are majors, in single or joint names (not more than 3). b) Hindu Undivided Families in the individual name of the Karta. c) Companies, Corporate Bodies and Societies registered under the applicable law in India and authorised to invest in the shares. d) Indian Mutual Funds registered with SEBI, Indian Financial Institutions. Commercial Banks, Regional Rural Banks. Co-operative Banks may also apply subject to permission from RBI. e) Trusts registered under Societies Registration Act, 1860, or any other Trust law and are authorised under their constitution to hold and invest in shares. f) Overseas Corporate Bodies (OCBs) and Non-Resident Individuals on a non-repatriable basis and repatriable. Applications in the name of minors, foreign nationals, Trusts not registered under the Societies Registration Act, 1860, or any other Trust laws, partnership firms or their nominees will be treated as invalid, except as above. A. Application by Resident Indian Public 1. Applications must be made : · only on the prescribed Application Form and should be completed in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the application form, and are liable to rejection if not so made. The prescribed application forms will have the following colours - Category Colour of form Indian public White NRIs/OCBs Blue · for a minimum of 100 equity shares and in multiples of 100 equity shares thereafter; · in single name or joint names (not more than three). · in the name of individuals, limited companies, statutory corporations, Indian Mutual Funds, Indian financial institutions/banks or institutions incorporated in India and NOT in the name of Trusts, Minors, Hindu Undivided Family, partnership firms or their nominees, foreign nationals or Non-Resident Indians (except on a non-repatriable basis), Overseas Corporate Bodies (except on a non-repatriable basis) or Foreign Institutional Investors. 2. Payments should be made by cash, stockinvest, cheque, or demand draft drawn on any Bank (including a Co-operative Bank) which is situated at and is a member of or sub-member of the bankers' clearing house located at the center where the Application Form is submitted. Outstation cheques/bank drafts will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Money orders/Postal orders will not be accepted. 3. All application forms duly completed together with cash/cheque/demand draft/ stock invest for the application money payable must be delivered before the close of the Subscription List to any of the Bankers to the Offer named herein or to any of their branches mentioned in the Application Form and not to the Lead Managers or the Co-Managers or the Advisors or the Registrars to the Offer (except in the circumstances described in clause 7 herein below). 4. A separate cheque/bank draft/ stock invest must accompany each Application Form. No receipt will be issued for the application money. However, the Bankers to the Offer will issue an acknowledgment by stamping and returning to the applicant the acknowledgment slip attached to the application form. 5. Interms of provisions of section 269 SS of the I T act, payments of application money of Rs 20,000 and above should not be effected in cash. Where an application for allotment of equity shares is for a total value of Rs. 50,000 or more, the applicant, or each of the applicants in case of applications in joint names, should mention his/her Permanent Account Number (PAN) allotted under the IT Act or mention the GIR number and the Circle/Ward/District where the PAN has not been allotted. In case where neither the PAN nor the GIR number has been allotted, the fact of non- allotment should be mentioned. Application forms without this information will be



	considered incomplete and are liable to be rejected. 6. All cheques/bank drafts accompanying the application should be crossed "A/c Payee Only" and drawn in the favour of "A/c MSK - Public Issue": 7. 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 thereon by Demand Draft to the Registrars to the Offer at their Ahmedabad address, superscribing the envelope "MSK Public Issue", so as to reach the Registrars to the Offer on or before the closure of the Subscription List. Such demand drafts should be payable at Vadodara only. The charges, if any, for purchase of demand drafts will have to be borne by the applicant. 8. Application by Mutual Funds / Indian Financial Institutions / Banks Investment Institutions. A seprate application can be made in respect of each scheme of an Indian Mutual fund registered with SEBI and such applications will not be as mutiple Applications provided the applications made by the AMCs / Trustees / The custodian clearly indicate their intention as to each scheme concerned for which application has been made. B. Application by Non-Resident Indians (NRIs) / Overseas Corporate Bodies (OCBs) on a repatriable basis 1. Applications must be made only in the prescribed Application Form (BLUE colour), by NRIs / OCBs on a repatriable basis. · The Application Form must be completed in full in BLOCK LETTERS IN ENGLISH in accordance with the instructions contained herein. Application Forms are liable to be rejected, if not so made. · Applications must be for - * a minimum of 100 equity shares and in multiples of 100 equity shares thereafter. * in a single name or joint names (not more than three) ; and * in the names of individuals, societies and other corporate bodies owned predominantly (at least to the extent of 60%) by Non-Resident individuals of Indian nationality/origin and NOT in the names of minors, firms or partnerships, Foreign Institutional Investors, foreign nationals or their nominees. Application by societies and other corporate bodies must be accompanied by a certificate in the prescribed form OAC/ revised OAC-1 from an Overseas Auditor/Chartered Accountant/ Certified Public Accountant. 2. Application Forms from non-residents properly completed, together with remittance from abroad with the amount payable on application @ Rs. 5.25 per equity share through approved banking channels or out of funds held in Non-Resident External (NRE)/ Foreign Currency Non-Resident (FCNR) accounts maintained with banks authorized to deal in foreign exchange in India, along with the certificate from the bank issuing the draft confirming that the draft has been issued by debit to NRE/FCNR Account, must be delivered before the date of closure of the subscription list to the Bankers to the Offer at places mentioned against their names on the reverse of the Application Form and not to the Lead Managers or the Registrars to the Offer. 3. The Company has been informed that vide A D ( MA Series) Notification No. Fema 20/2000-RB Dated 3^rd May 2000 has given general permission under Section 6(3) (b) and section 47 of The Foreign Exchange Management Act, 1999 to Indian Companies for issue of shares to NRIs / OCBs. 4. Under the existing Exchange Control Regulations, sale proceeds of such investment in shares by Non-Resident Indians will be allowed to be repatriated along with the income thereon subject to the deduction of Indian taxes, provided the investments are made by inward remittances from abroad through approved banking channels or out of funds held in NRE/FCNR accounts maintained with a bank in India. 5. Refunds, interest, dividends and other distributions, if any, will be payable in Indian Rupees only in the case of applicants who remit their application money from funds held in NRE/FCNR Accounts. Such payments shall be credited to their respective NRE/FCNR Accounts, details of which should be furnished in the space provided		for this purpose in the Application Form. In case of applicants who remit their money from abroad, such payments in Indian Rupees will be converted into US Dollars or any other currency as may be permitted by RBI at the rate of exchange prevailing at the time of remittance and will be dispatched through Registered Post for refund and by Ordinary Post for interest, dividend and other distributions at the applicants' risk or at the request of the applicants would be credited to their NRE/FCNR Accounts, details of which are to be furnished in the space provided for this purpose in the Application Form. 6. In case the payment is made out of Non-Resident Ordinary (NRO) accounts of the Non-Resident Subscribers, the application shall be rejected. 7. All cheques/bank drafts accompanying the Application Form must be made payable to the Bankers to the Offer with whom the Application Forms are lodged and be marked "A/C. MSK - NRI" and marked "A/c Payee Only". For further instructions, please read the application form carefully. Applications made other than as mentioned herein, are liable to be rejected. Procedure For Payment By Means of Stockinvest The applicant has the option to use Stock invest for applying for equity shares offered in terms of this Prospectus. Stock invests can be obtained from any bank issuing such instruments, by making the necessary application and depositing the amount with the bank. 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. The Stock invest should be made payable in favour of "MSK PROJECTS (INDIA) LTD." The Stock invest is payable at par at all the branches of the issuing bank. Only individuals and Mutual Funds have the option to use Stock invest. Applicants using the stock invest must note the following: 1. The prospective investor, at the time of request for issue of stockinvest of the issuing bank, may have to: a) indicate that he/she agrees to abide by the terms of issue and encashment of the stockinvest; b) give irrevocable authority to his/her bank to mark a lien for the value of the stockinvest against the balance held in his/her savings/current/other deposit account; c) agree to lifting of the bankers lien on expiry of the currency of the stockinvest or in case of intimation of partial/non-allotment of equity shares; and d) agree that the issuing bank will not be liable for any damages or other consequences arising out of the loss of these instruments. The service charges, if any, for procuring the stockinvest shall be borne by the applicant 2. Stockinvests issued by any scheduled commercial bank including co-operative bank (even where the issuing bank is not a collecting bank) will be accepted. Stockinvest are to be used by the purchaser(s) within 10 days of its purchase, else the application is liable to be rejected. The last day for the use of stockinvest for submitting share application to the Bankers to the Issue should be indicated on the face of the stockinvest with a notation "To be used on/or before ________" 3. Stockinvest should be marked "Account Payee" and payable only to the Issuer i.e. "MSK PROJECTS (INDIA) LTD." The applicant shall provide necessary details such as payee's name, amount, number of equity shares applied for, application form no. etc., in the left hand side portion of the stockinvest and his address in the box on the reverse of the stockinvest before depositing it with the Bankers to the Issue. 4. The validity of the stockinvest shall not exceed 4 months. 5. The stockinvest will be issued to the applicant in blank format after authentication of the date of issue by the designated branch. The stockinvest duly completed should be submitted alongwith the application form to the bank branch handling the Issue. 6. Stockinvest should be signed and dated by the appropriate authority of the issuing bank. Investors have to fill in the stockinvest -



	a) name of the Company; b) amount c) number of equity shares applied for and submit the same to the collecting banker duly signed together with the application form. 7. Separate stockinvest of suitable and appropriate denomination (wherever available) should be submitted with each application form for the equity shares applied for. In case of stockinvest of fixed denomination, the investor can fill an amount less that the denomination depending upon the amount required to be paid on application for the equity shares applied for. 8. The applicant should not hand over stockinvest taken against their own account to any third party. The stockinvest should be utilised by the purchaser(s) and the purchaser's name/name of one of the purchasers should be invariably indicated as the first applicant in the application form. Thus, if the signature of the purchaser on the stockinvest and the signature of the first applicant on the application form do not tally, the application would be treated as having been accompanied by a third party stockinvest and shall be liable to be rejected. As far as possible, the applicants should use only one stockinvest alongwith each application for subscription to the Issue. 9. A ceiling of Rs. 50,000 per individual per stockinvest has been imposed by banks. The above ceiling is not applicable to Mutual Funds. The ceiling is subject to change from time to time. In the interest of the investors, to avoid rejection of applications on technical grounds, it is suggested that the applicant should ensure that : d) the date of issue of the stockinvest by the issuing bank is clearly mentioned on the instrument e) the instrument is duly signed by the authorised officer of the bank giving his code number f) any correction / alteration in the date of issue, amount, the name of the Issuer (i.e. MSK Projects (India) Ltd.), etc., should be attested by an authorised officer of the issuing bank g) the applicant has clearly written the name of the Issuer, the amount and signed the instrument. The signature on the instrument should tally with the specimen signature of the first named applicant as appearing on the application form h) in case the stockinvest is purchased in joint account, the names of both the account holders should be mentioned in the stockinvest instrument at the place mentioned for writing the name of the investor i) the amount written in the application form to be deposited and the amount of the stockinvest instrument accompanying the application form should be the same j) the stockinvest is to be utilised by the purchaser(s) and the purchaser's name or name of one of the purchasers is invariably indicated as the first applicant in the share application form. Thus, if the signature of the purchaser on the stockinvest 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 stockinvest and is liable to be rejected k) stockinvest applications which are not payable at Ahmedabad are liable to be rejected. The above information is given for the benefit of investors and the Issuer is not liable for any modification of terms of stockinvest or procedure thereof by issuing banks. Disposal of Application Money In Case of Stockinvest In case of non-allotment, the Registrars to the Issue shall directly send back the cancelled stockinvest to the applicant(s) alongwith the related advice. The stockinvest would bear stamps such as "CANCELLED" and "NOT ALLOTTED" across the face of the instrument. The issuing bank will lift the lien on the account on surrender of the same by the investor. On allotment/partial allotment, the Registrars to the Issue shall fill in the amount (which will be equal to or less than the amount filled by the investor) before presenting the stockinvest to the respective issuing		bank for payment to the extent of allotment. The bank will lift the lien on the balance amount if any, of the deposit. Inquiries relating to stockinvest may be addressed only to the Registrars to the Issue and not to the issuing bank. Registrars to this Issue have been authorised by MSK to sign on behalf of the Issuer for realising the proceeds of the stockinvest of the successful applicants or to affix non allotment advice on the stockinvest or to cancel the stockinvest of the unsuccessful applicants or partially successful applicants with more than one stockinvest. The cancelled instrument shall be sent back by the Registrars to the applicants directly within 30 days of the closure of this Issue. All conditions mentioned earlier for making an application through cheques/demand drafts will also apply to applications made with stockinvest. For further instructions, please read the application form carefully. UNDERTAKING BY THE ISSUER COMPANY MSK undertakes that: a) the complaints received in respect of the Issue shall be attended to by the issuer company expeditiously and satisfactorily; b) that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within 7 working days of finalisation of Basis of Allotment. c) that the issuer company shall apply in advance for the listing of equities on the conversion of Debentures/Bonds; d) the funds required for dispatch of refund orders/allotment letters/ certificates by registered post shall be made available to the Registrar to the Issue by the issuer company; e) the promoters 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 in pro rata basis before the calls are made on public; f) the certificates of the securities/refund orders to the non-resident Indians shall be despatched within specified time. g) no further issue of securities shall be made till the securities offered through this offer document are listed or till the application moneys are refunded on account of non-listing, under subscription, etc. h) necessary cooperation with the credit rating agency(ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding. General Instructions Joint Applications Applications may be made in single or joint names (not more than three). In case of joint applications, refund or pay orders, if any, and dividend warrants will be made out in favour of the first applicant. All communications will be addressed to the applicant whose name appears first at his/her address as stated in the application form. Multiple Applications An Applicant should submit only one application (and not more than one) for the total number of equity shares required. Application may be made in single or joint names (not more than three). Two or more applications in single and /or joint names will be deemed to be multiple applications, if the sole and/or first applicant is one and the same. Such applications will be rejected. Separate applications for electronic and physical equity shares by the same applicant shall be considered as multiple applications. In case of application 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. Applications under Power of Attorney In case of applications under Power of Attorney or by companies or Corporate bodies, the relevant Power of Attorney or the relevant authority as the case may be, or a duly certified copy thereof and a



	certified copy of the Memorandum and Articles of Association and/or bye laws, where applicable, must be despatched by registered post with acknowledgment due separately to the Registrars to this Issue so as to reach them at Ahmedabad not later than seven days from the closure of the Issue, simultaneously with the submission of the application form mentioning the Serial No. of the application form and the name of the bank branch where the application has been submitted failing which the Issuer reserves 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. Disposal of Application Form and Application Money The Issuer reserves full, unqualified and absolute right to accept or reject any application, subject to guidelines of SEBI and Stock Exchanges, in whole or in part and in either case without assigning any reason thereof. In case, an application is rejected in full, the whole of the application money received will be refunded and where an application is rejected in part, the excess application money received will be refunded to the applicant. Such refund, if any, will carry interest, except for Stock invests, @ 15% p.a. after 30 days from the date of closure of this Issue for the period of delay beyond 30 days. Refund will be made by cheques/pay orders/demand drafts (only in case of applications not accompanied by stock invest) and will be dispatched to the applicant's address at the applicant's risk. Such cheques or pay orders or demand drafts will be payable at par at all the centers where the application were accepted (subject to the regulations of RBI in this regard). In case of joint applications, refund orders, if any, will be made out in the first applicant's name and all communications will be addressed to the person whose name appears first on the application form. If any application is accepted in part, the excess application money will be refunded to the applicant, in terms of Section 73 of the Act within 30 days from the date of the closure of the subscription list. Bank Details of the Applicant The applicant must fill in the relevant column in the application form, giving particulars of savings bank/current account number and name of the bank with whom such account is held, to enable the Registrars to the Issue to print the said details in the refund order after the name of the payee. This is to ensure that the refund orders are credited to the correct account and obviate any scope for fraudulent encashment of the refund orders. It may be noted that provision of bank account details in the space provided for in the Application Forms has now been made mandatory. Application forms without the above details are liable to be rejected. The applicants should write the application number and name of the sole/first applicant on the reverse of the cheque/demand draft/stockinvest. Depository Option to Investors 1. A tripartite agreement has been signed between MSK PROJECTS (INDIA) LIMITED, Pinnacle Finance Limited (PFL) and Central Depository Services Limited (CDSL)for offering the depository option to the investors. A similar agreement will be signed with National Securities Depository Limited (NSDL) 2. The investor has an option to seek allotment of equity shares in electronic and/or physical mode 3. Such an option if exercised should be indicated in the relevant blocks in the share application form itself. 4. Separate applications for electronic and physical equity shares by the same applicant shall be considered as multiple applications. 5. Investors who wish to apply for equity shares in electronic form need to have at least one Beneficiary Account with a Depository Participant prior to the allotment. 6. Allotment Advice/Refund Orders will be directly sent to the investors by the Registrars. 7. If incomplete/incorrect investor depository account details are given in the Application form, physical equity shares will be allocated to the investor.
			8. Responsibility for correctness of applicant's demographic details given in the Share Application Form vis-à-vis those with his/her Depository Participant, would rest with the investor. 9. Shares in electronic form can be traded only on Stock Exchanges having electronic connectivity with NSDL/CDSL. In case of partial allotment, allotment will be done in demat option for shares sought in demat and balance if any will be allotted in physical shares. Tax Benefits Available M/s CHANDRAKANT & SEVANTILAL & J. K. SHAH & CO., Chartered Accountants, have advised MSK vide their letter dated July 10^th, 2000 that as per 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 MSK and the members as given below: As per the current provisions of the Income Tax Act, 1961 & the existing laws for the time being in force, the following benefits, inter alia, will be available to MSK and the members as given below: I. Benefit Available to the Company : (a) Income Tax Act, 1961 · Under the provisions of section 10(33), dividend income referred to in section 1150 received by the Company on shares in a domestic company and/or income received in respect of units of specified mutual funds and/or in respect of units from the Unit Trust of India will be exempt from income tax. · The Company is entitled to depreciation under the provisions of section 32 at the rates prescribed under the Income tax Rules, 1962. · Under section 35D, the Company will be entitled to a deduction equal to one-fifth of the expenditure of the nature specified in the said section, including expenditure incurred in present issue such as brokerage and other charges by way of amortisation over a period of five succssive years beginning with the previous year in which the new unit commences operation, subject to the stipulated limits. · Under the provision of section 48, the capital gains arising out of long term capital assets will be computed after indexing the cost of acquisition/improvement and would be charged to tax under section 112 at a concessional rate of 20% plus the applicable rate of surcharge. Alternatively, as per the provisions of section 112, the tax on long term capital gains would be 10% plus the applicable rate of surcharge in case of securities listed on a recognised Stock exchange in India, without indexing the cost of acquisition. · Under Section 80IA(4), read with sub-section (1) of section 80IA, the Company will be entitled to 100% deduction of the profits & gains derived from the business of development, maintenance and operation of infrastructure facility for any five consecutive assessment years and 30% of such profits & gains for the subsequent five consecutive assessment years, out of fifteen years from the year in which the Company begins to operate the said facilities, in accordance with and subject to the conditions mentioned therein. II Benefits available to the Shareholders of the Company: Income tax Act, 1961To Resident Indians: · Under the provisions of section 10(33), dividend referred to in section 115O received by the shareholders is exempt from income tax. · Under the provisions of section 48, the capital gains arising out of long-term capital assets will be computed after indexing the cost of acquisition/improvement and would be charged to tax under section 112 at a concessional rate of 20%, plus the applicable rate of surcharge. Alternatively, as per the provisions of section 112 the tax on long term capital gains would be 10% of the capital gains plus the applicable rate of surcharge in case of securities listed on the recognised stock exchanges in India, without indexing the cost of acquisition.



	· Under Section 54EC, the long term capital gains are exempt from tax entirely/proportionately, if the entire or part of the Capital gains is invested within six months from the date of transfer, in securities specified by the Central Board of Direct Taxes in this behalf by notification. The amount so invested is inter alia required to be held by shareholders for a minimum period of three years. · Under Section 54F the long term capital gains are exempt from tax if the net consideration is invested in the purchase or construction of a residential house within the period and subject to the fulfilment of the conditions specified in the said section. Income tax Act, 1961-To Non Resident Indians (NRIs) · Under the provisions of section 10(33), dividend income referred to in sectiion 115O received by the shareholders is exempt from income tax. · The shareholders of the Company who are NRIs as defined in section 115C have an option of being governed by the provisions of Chaptr XII-A of the Act, which entitles them to the following benefits in respect of income from shares of the Company acquired out of convertible foreign exchange. - Under section 115F, income from long term capital gains shall be charged to tax at the rate of 10% plus the applicable rate of Surcharge. - The long term capital gains are exempt from income tax entirely, proportionately, if the entire or a portion of the net consideration is invested in specified assets within six months from the date of transer in accordance with the provisions of section 115F. The amount so exempt shall be chargeable to tax if the new asset is transferred or converted into money within a period of three years from the date of its acquisition. - Under section 115G, it shall not be necessary for NRIs to furnish their return of income if their only source of income is investment income or long term capital gains or both as defined in section 115C provided income tax has been deducted at source from such income. - Under the provisions of section 115H, where an NRI in the previous year becomes assessable as resident in India in respect of total income of any subsequent year, he has an option to be assessed under Chapter XII-A, If he elects to be assessed under Chapter XII-A the provisions of the said Chapter shall continue to apply to him in relation to such income for that assessment year and for subsequent assessment year until the transfer or conversion into money, of such assets. - If he elects not to be governed by the above mentioned special provisions of Chapter XII-A, he will then be entitled to tax benefits as they are applicable to resident shareholders. Explanation : For computing Capital Gains arising from the transfer of shares acquired in foreign exchange, by virtue of the first proviso to section 48 the cost of acquisition, expenditure incurred wholly and exclusively in connection with the transfer and full value of the consideration shall be converted into the same foreign currency as was initially utilised in the purchase of the shares and the gains so computed in foreign currency shall be converted into rupees, in accordance with the said proviso. Income tax Act, 1961-To Foreign Institutional Investor: · Under section 10(33), dividend income referred to in section 115O received by the shareholders is exempted from income-tax. · Under section 115AD(1)(ii), income by way of short term capital gains arising from the transfer of shares will be taxable at 30% to be increased by surcharge levied at applicable rate. · Under Section 115AD(1)(iii), income by way of long term capital gains arising from the transfer of shares will be taxable at 10% to be increased by surcharge levied at applicable rate. Income tax Act, 1961-To Mutual Funds: · Under the provisions of section 10(23D), all Mutual Funds registered with Securities and Exchange Board of India (SEBI) or regulations made thereunder or such other Mutual Funds set up by a Public Sector Bank or a PUblic Financial Institution, or Mutual Funds authorised by the Reserve Bank of India will be exempt from income tax on all their income including income from investment in shares		in the Company subject to the conditions specified therein. Welath tax Act, 1957 · Wealth Tax is not payable on the value of the Equity Shares of the Company. Gift tax Act · Gifts made including of shares of the Company, after September 30, 1998 do not attract Gift tax. IV. PARTICULARS OF THE ISSUE Objects of The Issue The present offer of Equity Shares is being made to partially fund the following activities: 1. To repay the existing debt which is taken temporarily for investment in the infrastructure project of construction of Railway over Bridge at Kishangadh. 2. Augmenting Working Capital resources of the Company 3. To meet the expenses of the Offer. 4. To enlist the equity shares of the Company on the stock exchanges The Main Objects clause of the Memorandum of Association of the Company enables the Company to undertake the activities for which the funds are being raised and also for the activities which the Company has been carrying on till date. Funding Requirements & Means of Finance (As estimated by the Company) To meet the objects of the issue, the Company estimates that the total requirement of funds will amount to Rs. 1470.00 lakhs, which would be as follows: Funding Requirements (Rs. Lakh) Construction Cost of Railway Over Bridge (ROB) At Kishangadh 1300.00 Augmenting working capital sources 130.00 Preliminery & Issue Expenses 40.00 TOTAL 1470.00 The cost of the project has not been appraised by any bank or financial institution. Means of Finance PARTICULARS (Rs. in Lacs) Equity Shares of Rs. 10/- each at a premium of Rs. 11/- per share. 840.00 Subsidy from NHAI 300.00 Term Loan From IDBI Bank Limited 330.00 TOTAL 1470.00 Out of the proceeds of Public Issue of Rs. 840 lac an amount of Rs. 616.88 lac is proposed to be utilized for repayment of secured loans of Rs. 150 lac to Baroda People Co-operative Bank Ltd. & Rs. 466.88 lacs to friends & relatives. The Balance amount will be utilised for completing the ROB project at Kishangadh (Rs.53.12 lac), augmentation of working capital (Rs.130 lac) & for meeting the expenses of the Public Issue (Rs.40 lac). Amount spent on the project upto 31^st March, 2000 is as follows: (as certified by the auditors) (Rs. in Lacs) Particulars Amount Construction cost of Railway over Bridge (ROB) At Kishangadh 1246.88 Total 1246.88 The above expenditure made on the project till 31.03.2000 has been financed as under:- Particulars Amount Subsidy From NHAI 300.00 Term Loan From IDBI Bank Limited 330.00 Term Loan From Baroda Peoples Co Op Bank Ltd. 150.00 Unsecured Loans from friends & Relatives 466.88 TOTAL 1246.88












		In view of the delay in public Issue, the Company had obtained secured loan of Rs. 150 lac from Baroda peoples Coop Banks Ltd. and further amount of Rs. 466.88 lac of unsecured loans from friends & relatives. Which are sought to be repaid now from the proceeds of the public issue of Rs. 840 lac. The balance amount of issue proceeds will be utilized for meeting the balance cost of the ROB project (Rs.53.12 lac), the cost of raising of Public Issue (Rs.40 lac) and augmenting the working capital resources of the company (Rs.130 lac). · 1. The principal terms of Term Loans sanctioned by institutions / Banks for the Company (10^th July, 2000) are : Date Amount Outstanding Rate of Repayment Security sanctioned sanctioned Amount as on Interest schedules (Rs. lakhs) 10th July, 2000 (Rs. in lakhs) DBI Bank Limited November 12^th, 330 243.31 PLR + 1.5 % + Repayment by i) Exclusive charge 1999 Int. Tax (Effective way of 24 over toll collections of Rate = 16.32 % + instalments of Kishangadh Bye Pass Int. Tax) Rs. 13.75 lacs project. each beginning from 30.04.2000 ii) Equitable Mortgage of land admeasuring 15,752 Sq. Mts. situated at R. S. No. 187 Block No. 185 Moje Sevasi, Tal and Dist. Baroda. iii) Equitable mortgage of landed property admeasuring 5 acres and situated at Khasra No. 15/16, 110/16 Bhopal in the name of M/s. classic Inns. iv) Personal Guarantee of Mr. Ashok Khurana, Mrs. Manju Khurana and Mr. C. Mohanan. v) Third party guarantee of M/s. Classic Inns. The Baroda September 150 150 18 % P.A 40 Monthly i) Equitable mortgage of 707, People's Co 30th, 1999 Instalment of Sterling Centre, R.C. Dutt Op Bank Rs. 3,75,000 Road,Alkapuri, Baroda of Limited with Interest the Company. each beginig ii) Equitable Mortgage of from 27th April B-503, "Star", Appartment, 2000. Opp. Old Padra Road, Akota, Baroda of Smt. Manju A. Khurana. iii) Equitable mortgage of 901, 902, 903, Gunjan Complex, Gorwa Road, Baroda belonging to Amit A. Khurana Corporation March 55 29.69 4% above PLR 48 Monthly i) All the first Assets of the Bank 5th, 2000 i.e. 17% (Ex. Instalment company (Present & Tax) at Present from the date of Future) Comprising plant subject to first release & machineries/construction revision from equipments/vehicles and time to time other movable -The Said property is given as secuirty for term loan as well as working capital loan. ii) Equitable mortage of collateral securities in the shape of three properties belonging to different promoters valued at Rs. 43.16 lacs Corporation March 4.10 2.43 4% above PLR 36 Quarterly i) Hypothecation of Bank 5th, 2000 HPL i.e. 17% (Ex. Tax) Ins. of Rs. Tata Siera. at Present subject 14,636/- to revision from time to time



	2. Working Capital Arrangements : The Company has following working capital facilities : NAME OF BANK NATURE WORKING CAPITAL INTEREST RATE WORKING CAPITAL UTILISED SANCTIONED TILL JULY 10^TH, 2000 (RS. LAKHS) (Rs. in Lacs) Corporation Bank Overdraft Limit 50.00 4 % p.a. above PLR i.e. 17 % (Ex. Tax) at 76.16 present subject to revision from time to time Corporation Bank Cheques / Drafts 4 % p.a. above PLR i.e. 17 % (Ex. Tax) at Purchase present subject to revision from time to time (DBC / BDD) 100.00 NIL Corporation Bank Bank Guarantee 950.00 Commission at the prescribed rates. 895.07
	The advance will be secured by : 1. All the fixed Assets of the Company (Present & Future) comprising plant & machinaries / construction equipments / vehicles and other movables excluding those specifically charged to NBFCs. 2. The entire stock & book debts of the company. 3. Personal Guarantee of Ashok M. Khurana, Manju A. Khurana & C. Mohanan, directors of the company. 4. Equitable mortgage of (i) Residential Bunglow at Plot No. 1 & 5, S. No. 676 Gotri Village, Baroda (ii) Property Survey No. 503 1,2,7,8 Plot No. 88, Basement Building at Neelam Appartment, admeasuring 3150 sq. feet (iii) office premises at National plaza. 5. Term Deposit of Rs. 26.50 lacs / NSC of Rs. 2.10 Lacs & L.I.C. of Rs. 3.50 Lacs. V. COMPANY, MANAGEMENT AND PROJECT : M/S. MSK PROJECTS (INDIA) LIMITED incorporated on 20^th December, 1994 had started construction business in the year 1976 in the name of M/S. M. S. KHURANA, a partnership firm. The firm was registered as a public limited company in the name of M/S. MSK PROJECTS (INDIA) LIMITED under section 566 of the Companies Act, 1956. The Company has got certificate of commencement of business on 27^th January 1995. The Company entered into the field of Industrial construction with prime motive of servicing reputed clients. The firm has gained experience in various type of works such as mass housing & township, multi storied buildings. Industrial projects for coal mines, fertilizer plants, petrochemicals, water retaining structures, and have successfully & timely executed them.		The firm during this tenure have independently executed projects for various large scale private / public sector giants like G. E. Plastic Limited, Crompton Greaves, Indian Petrochemicals Limited, National Thermal Power Corporation Limited, M/s. Nitco Tiles Pvt. Limited, Gujarat Chemical port terminal limited, Rajasthan Industrial Investment Corporation (RIICO) Ltd., M/s. ACP Industries Limited, M/s. Hindustan Lever Limited, M/s. Philips (India) Limited. The Company as developed today, has team of highly qualified, dedicated engineers and a task force capable of taking any challenging assignment in any part of India. The Company has been undertaking projects for Residential Township on Industrial projects in hitherto inaccessible areas & no job is big or difficult for them to undertake and execute to the satisfaction of the client. In order to consolidate their efforts & for easy administration of the company's projects, the group companies viz. Emsons Construction Pvt. Limited and M/s. M. S. Khurana (Engineering & Contractors) Pvt. Limited have been amalgamated with the company with effect from 1^st January, 1995 pursuant to order of Gujarat high court. The Company has diversified in the field of Infrastructure development particularly road sector on Build Operate & Transfer (B.O.T.) basis. Due to huge requirement of funds for upgrading maintenance & speedy development of National Highways, the Government has opened the segment for private sector. The Government and funding Institutions have offered various concessions for private sector to participate in road development. The company had completed the Railway Over Bridge (ROB) at Kishangadh before schedule . It has also formed a special purpose vehicle (SPV) for development of roads in joint venture with National Builders.


	PROJECTS ON HAND : Sr. Name of the Client Particulars Contract No. Value 1 Oil & Natural Gas Corporation Limited Design, Detailed Engineering, Construction and 417.00 Office of Dy. GM (Civil), Ankleshwar Project Commissioning of Residential quarters for CISF at Vagra. Ankleshwar. 2. Indian Petrochemical Corporation Limited Emergency Township near GPC, Dahej, Part I. 183.29 Gandhar Petrochemicals Complex, P.O. Dahej, Dist. Bharuch. 3. Savana Ceramics Limited Civil construction work of our factory complex Phase II at 586.53 PO Box 3715, Prestige Building, 3rd Floor Gajera (Baroda-Jambasar Road) Opp. Bank of India, Race Course, Vadodara 390 007. 4. Lupin Laboratories Ltd. Civll, Structural and Infrastructural work for proposed 268.02 159, CST Road, Kalina Santacruz (East) pharmaceutical Plant at Mandidpeep, Bhopal. Mumbai-400 095 5. Mecon Limited Civil Works for Modification/Upgradation of GGS-IV for 202.19 208-216, Aurobindo Place, Hauz Khas, ONGC, Baroda at Balol, Dist. Mehsana Gujarat. New Delhi-110 016.



	MAIN OBJECTS OF THE COMPANY : The main objects to be pursued by the Company on its incorporation are : 1. To undertake and / or direct all types of construction and the maintenance of or / and acquire by purchase, lease, exchange, hire or otherwise, lands, properties, buildings and estates of any tenure or any interest therein, to sell, lease, let, mortgage or otherwise dispose off the same and to purchase, construct and sell for self or for any person free hold or lease hold lands, house properties, buildings, offices, factories, work shops, godowns, farm houses, farms and any kind of landed properties or any share / interest therein and to carry on the business of land and estate agents on commission or otherwise without commission. 2. To carry on the business of and act as promoters, organisers and developers of lands, estates, properties, co operative housing societies, associations, housing schemes, shopping office complexes, townships, farms, farm houses, holiday resorts, hotels motels and to finance with or without security and / or interest for the same and to deal with and improve such properties either as owner or as agents. 3. To carry on the business as contractors for turnkey projects in all of its aspects. SUBSIDIARY OF THE COMPANY : The Company has no subsidiaries. GROUP COMPANIES i) MSK PROJECTS (INDIA) (JV) LIMITED :- · MSK PROJECTS (INDIA) (JV) LIMITED is special purpose vehicle (SPV) promoted by SHRI ASHOK M. KHURANA and SHRI MANJU KHURANA & M/S. MSK PROJECTS (INDIA) LIMITED along with other persons for carrying out infrastructure projects in Rajasthan. The Company had been awarded following Road Projects on B.O.T. basis in Rajasthan. ii. Strengthening widening and improvement of Nasirabad. Kekri Road (S.H. 26) K.M. 1 to K.M. 25. iii. Sikar Bye Pass of N.H.No. 11 between K.M. 340/175 K.M. 356/965. iv. Bharatpur Bye pass from Bharatpur Mathura Raod (K.M. 4/553) to Bharatpur Jaipur Road on National highway No. 11 (KM 59/800). The Company had completed Nasirabad, Kekri road in February, 1999 & started toll collection. · The financial high lights of the company are given below : 31.03.1999 (Rs. in Lacs) TOLL COLLECTION & 21.21 OTHER INCOME PROFIT BEFORE TAX 3.50 PROFIT AFTER TAX 2.25 SHARE CAPITAL Equity Share Capital 250.00 Preference Share Capital 150.00 Share Application Money 31.38 PRESENT PROMOTERS AND THEIR BACKGROUND : The company has been promoted by Mr. Ashok M. Khurana his wife Mrs. Manju A Khurana and Mr. C. Mohanan.		MR.ASHOK M.KHURANA (Age 57 years ) · The company has been promoted by SHRI ASHOK KHURANA, aged 57 years, a commerce graduate who has more than 30 years experience in the field of constructions. After completion of education, he has joined hands in the family business of construction which was run by his father in the name of M/S. M. S. KHURANA. In the year 1976 he has started construction activity independently. He has executed various types of projects such as mass housing & townships, multi storeyed Buildings, Industrial projects for coal mines & fertilizers, overhead & underground water tanks, water retaining structures, fly over bridges etc. He is the mainstay & guiding force of the company. MRS.MANJU A.KHURANA (Age 47 years ) · Smt. Manju A Khurana aged 47 years is a M. A. (Sociology). She is an Executive Director of the company looking after overall administration of office. She has got more than one decade experience in construction line. MR.MOHANAN S.CHORANAN (Age 47 years ) · Shri Mohanan S. Choranan, aged 47 years is a Commerce Graduate. He is also an Executive Director and has got experience of more than 22 years in construction line. He has started his career with Khurana Group since 1970.He is looking after finance and account of the company. PARTICULARS OF OTHER DIRECTORS 1. MR. SANJAY P. SHAH (Age 34 years ) · Shri Sanjay P. Shah, aged 34 years is a Civil Engineer and has got experience of more than 12 years in construction line and manufacturing industries. He has started his career as field engineer looking after Civil Structural Work. He had also worked as project engineer for TAICHONG BANG TEXTILE INDUSTRIES LIMITED, NARMADA CHEMATUR PETROCHEMICAL LIMITED and various other manufacturing industries. 2. MR.SANAT V.PANDYA (Age 49 years ) · Mr. Sanat V. Pandya, aged 49 years, is B. E. Civil with destinction with Civil Engineering & Management as Elective subject from Sardar Patel University, Vallabh Vidyanagar & has got experience of more than 26 years in construction line. He had started his career with M/s. B. D. Patel & Co as principal engineer and developed specialised skill in high way construction work, canal works and Area Development work. He had handled work relating to tendering, negotiation of tenders with Government and other Agencies, Preparation of Construction programme. 3. MR. VISHAL RAMESH KHURANA( Age 27 Years ) · Shri Vishal Khurana,aged 27 years has Diploma in Building Construction from school of Building Science and Technology (SBST), Centre for Planning and Technology (CEPT) Environment & has got experience of 6 years in construction line. He is looking after civil construction work at site level. In the last five years he had executed civil ,structural and road work for Kandla Port trust , Structural Work of Sandesh Limited, civil structural work of Arvind Intex Limited & Modern Denim Limited. COMPANIES UNDER THE SAME MANAGEMENT UNDER SECTION 370 (1B) OF THE COMPANIES ACT, 1956. There are no other listed companies under the same management within the meaning of section 370 (1B) of the Companies Act, 1956.



	BOARD OF DIRECTORS : Sr. No. Name, Age & Designation Address Qualification Other Directorship 1 MR. ASHOK KHURANA (55 Years) 1, Vikramsociety, B. Com. MSK Projects (India) (JV) Limited S/o. Madhavdas Khurana Gotri Road, (Managing Director) Baroda. 2 MR. SANAT PANDYA B.H. Complex, B.E. (Civil) (49 Years) 6 & 7, 1^st Floor, S/o. Vishnushanker Pandya B/h. Utkarsh Petrol Pump, (Director) Karelibaug, Baroda. 3 MR. SANJAY SHAH 3, Vandmer Park Diploma in Civil (34 Years) Opp. Rajesh Tours, Harni Road, Engineering S/o. Sh Namechand K. Shah Baroda 4 MRS. MANJU KHURANA 1, Vikramsociety, M.A.(Sociology) MSK Projects (India) (JV)Limited (47 Years) Gotri Road, W/o. Ashok Khurana Baroda 5 MR. MOHANAN CHORAN 1/22, Dutt Nagar, B.Com (47 Years) Gotri Road, S/o. Shankaran Choran Baroda 6 MR. VISHAL KHURANA 154, Sunrise Park, B.com (32 Years) Drive-in- Road, S/o Ramesh Khurana Ahmedabad · i) MANAGEMENT : The overall management of the company is vested with the Board of Director and the day to day affairs of the company are managed by SHRI ASHOK M. KHURANA, Managing Director of the company. MRS. MANJU KHURANA looks after administration of the company & finance and accounts department is handled by SHRI C. MOHANAN. The company has in its employment well qualified and experienced technical team of professionals. The management of the Company is assisted by a team of qualified and experienced personnel :- Sr. Position Name Age Qualification Experience No. Yearss 01. Vice President Sh. Vasudev Talreja 44 B.Com. More than 20 years experience in civil and structural works of Industrial / Residential projects in Maharastra, Gujarat, Rajasthan & M.P. 02. Vice President Sh. C. Surendran 38 B.Com. More than 15 years experience in Civil & Structural Works of Industrial Projects & completed works for M/s. Kesar Petro Chemical, ATV Projects, Metrochem & Nitco Tiles at Alibaug, MS. 03. Chief Engineer Sh. P.S. Pradhan 56 B.E. (Civil Over 35 years of experience in project planning, designs and construction management of several big projects such as Cement Plants, Paper Mills, Heavy Engg., Electronics Hotels, Textiles, Petrochemicals etc. All over India and abroad. 04. Electrical Engineer Sh.Ramesh Wadhwani 43 B.E. (Electrical) Worked as Managing Director at the industrial concern who were manufacturing all types of instrumentation/power/Control/ Cables for last 18 years. 05. Resident Engineer Sh. Ashok Meghani 38 A.M.I. Civil PDIL, Pertrofiles Township, IPCL, Industrial Shed, Heavy RCC Structural like u/g sump, Hsg., Scheme, Roads, Pile Foundation, Heavy Foundation, Multystoreyed Building, Water Supply and Sanitary Networks, GACL, Sajjan India Ltd. etc. 06. Resident Engineer Sh. Kaushik J. Shah 36 Diploma Civil Industrial works of Petrofiles Warehouse, Nagothane MGCC, Lupin Bhopal, GSL Rajpipla, MITI Bhopal, Kesar Petro Products Chiplun, Light Source Project for Crompton Greaves & C.G. Glass Ltd., Kural. 07. Resident Engineer Sh. Ramesh L. Suthar 43 Diploma Civil More than 20 years experience and worked on the projects for IPCL, GAIL, Modern Threads etc. 08. Resident Engineer Sh. Raju Vergese 36 Diploma Civil Projects completed like Hotel Oberoi, Bombay, Bhusawa TPS Project, Punvel ONGC, LDPE & Gas Cracker Project for MGCC IPCL, Nitco Alibaug. 09. Resident Engineer Sh. P.D. Chauhan 36 Diploma Civil Industrial works of ONGC Hazira, GGIC Nagothane, Hydro Cracker , Vikram Cement, GAIL, G.E. Plastic Project, Light Source Project, Crompton Greaves Ltd., Denocil. 10. Resident Engineer Sh. Somnath Nair 40 Diploma Civil Petrofils Filament Yarn Project, Petroleum Resin Project IPCL, Admn. & HBT Building, Kesar Petro Products-Chiplun, Admn. Block for Ujjain Mu.Corpn. Abu Road, RPRL, C.G. Glass Ltd., Kural, IPCL etc.



	· EMPLOYEE TURNOVER RATIO : The company has experienced an average employee turnover rate of 2.50 % over the last two years. · CHANGES IN KEY MANAGERIAL PERSONNEL : There have been no changes in Key Managerial personnel over the last one year. · OUTSTANDING LITIGATIONS / DEFAULTS / DISPUTES : · Out Standing Litigation : AGAINST THE COMPANY There has been no prosecutions, criminal or civil and no outstanding litigation including disputed tax liabilities lodged against the company. · AGAINST THE BOARD OF DIRECTORS, PROMOTERS, OTHER VENTURES OF THE PROMOTERS : · There has been no prosecution, criminal or civil and no outstanding litigations including disputed tax liability lodged against any one of the board of the directors or promoters of the company or other ventures of the promoters. · DEFAULTS : · Against the Company : There has been no default in meeting statutory dues and other dues and claims against the company. The Company has no overdues, defaults to financial institutions / Banks, Reschedulement of loans to Banks / FI's. · Against the Board of the directors, Promoters : There has been no default in meeting statutory dues and other dues and claims against the Board of Directors/Promoters. There are no pending litigations against the promoters / directors in their personal capacities involving violation of statutory regulations or criminal offences. There are no pending proceedings initiated for economic offences against the Directors / Promoters / Companies and firms promoted by the promoters. There are no outstanding litigations / defaults pertaining to matters likely to affect the operations and finances of the company including disputed tax liability, prosecution under any enactment in respect of schedule XII of the Companies Act, 1956. The company, its promoters / Directors and other companies with which promoters are associated has neither been suspended by SEBI nor any disciplinary action has been taken by SEBI / Stock Exchanges. There are no prosecution launched by Income Tax Authorities and no liability compounded by the promoters, Company, Companies / firms with which the promoters are associated is subsisting. There are no cases of pending litigation / defaults in respect of the firms / companies with which the promoters were associated in the past but are no longer associated. THE PROJECT The Company has been awarded by the Government of Rajasthan the project for construction of Four lane (Railway Over Bridge) (ROB) in lieu of existing railway level crossing at KM 368 (Kisangadh) on National Highway No. 8 on Build operate and Transfer Basis (BOT). The total cost of construction of Railway Over Bridge is as follows : Sr. Particulars Amount No. (Rs. in lacs) 1 Site Clearance 5.63 2 Earth Work 87.37 3 Shoulder, Subbase and Base Courses 85.67 4 Bituminous Work 69.65 5 Retaining Walls 395.89 6 Pipe Culvert 57.88 7 Slab Culvert 7.38 8 ROB Super Structure 202.38 8A ROB Sub Structure 92.88 9 Drainage and Protective Work 40.49 10A P/F Hectometer Stone, Km. Stone, P/F Diversion Service Lane, P/F Crash Barrier. 89.89 10B Tool Booths & Center Line. 32.00 10C Special Provision as per NHAI Circular. 100.00 11 Consultancy Charges to be paid by NHAI 32.00 TOTAL 1297.11 SAY RS 1300.00 ADD. : 5 % Escalation 65.00 ADD. : 5 % Contingencies 65.00 TOTAL 1430.00		The Government had given 15 months time for construction of Railway over bridge as Kishangadh & 36 months Concession period for toll collection. The company had started construction from 29^th January 1999 & the period of 15 months expired on 29^th April 2000. The company had completed work ahead of schedule & started toll collection from 19^th February 2000 itself. The early completion of project had entitled company to collect toll collection for additional period of 2 months & 10 days. On an average toll collection per day is Rs.2 lacs. Hence the company will earn additional Rs. 140 lacs. As per the agreement the total construction period given by NHAI is 15 months. The period of 15 months started from 29^th January, 1999. In order to complete the project on schedule, they had taken secured loan from The Baroda People's Co. Op. Bank Limited (Rs. 150 Lacs) and unsecured loan from friends & Relations (Rs. 466.88 Lacs). The part proceeds of issue will be utilized for repayment of these loans taken by the company. The Company has already completed the project and started toll collection from 19^th February, 2000. The total Toll collection up to 31^st March, 2000 is of Rs. 107.22 Lacs. The Company has started submitting tenders for road construction work on Built Operate & Transfer (BOT) basis with various State Governments. The funds which are utilised in the ROB at Kishangadh will be utilised on other projects after they are recovered by way of Toll collection. (A) AUGUMENTING WORKING CAPITAL RESOURCES OF THE COMPANY : The Company is presently enjoying fund based working capital facilities aggregating to Rs. 150 lacs with Corporation Bank, Alkapuri Branch, Baroda. The Company is in the business of Industrial Construction and construction of roads, flyovers and over bridges. Hence the funds are required for financing the initial construction cost which is going to be reimbursed by the client after 1 ° month. The working capital requirement projections have been estimated by the company and are not based on any assessment by any bank / institution. · FINANCIAL PERFORMANCE OF THE COMPANY FOR LAST FIVE YEARS : The auditors of the company have examined and found correct the books of accounts of MSK PROJECTS (INDIA) LIMITED for the last five (5) years ended on March 31^st, 1996, March 31^st, 1997, March 31^st, 1998, March 31^st, 1999 & March, 31^st, 2000. The auditors to the company have certified vide their certificate that as of date they are not aware of any material adjustment which would affect the result shown by these accounts in accordance with the requirement of part : II of Schedule II to the Companies Act, 1956 and read with requirements of the securities and Exchange Board of India vide its clarification No. : XIII and XIV of the Guidelines for disclosure and Investor protection. In accordance with the requirement of Clause B(1) & (3) of Part : II of Schedule : II to the Companies Act, 1956 we report that the profit & loss account, Assets and liabilities (Subject to the notes) are set out below : PROFIT & LOSS ACCOUNTS : Financial Year 1995- 1996- 1997- 1998- 1999- 1996 1997 1998 1999 2000 Contract Receipt 1759.59 2741.73 2512.50 3149.27 1683.49 Toll Collection Income 107.22 Other Income 11.71 12.56 21.86 29.60 34.16 Variation in Inventories 98.76 71.41 52.29 (55.82) (22.02) Total Income (i) 1870.06 2825.70 2586.65 3123.05 1802.85 Material Consumed 934.76 1376.91 1378.65 1680.97 783.03 Site Cost & Other Exp. 747.26 1179.49 960.78 1131.48 717.71 Financial & Bank Charges 47.44 67.67 54.46 51.81 62.19 Provision For maintenance of R.O.B. 10.72



	Expenditure on BOT Contract written off 45.03 Depreciation on Assets 59.73 82.74 82.91 85.62 95.77 Prel. Exp. Written off 0.23 0.32 0.34 0.34 0.34 Total Expenditure (ii) 1789.42 2707.13 2477.14 2950.22 1714.79 Profit before Taxation 80.64 118.57 109.51 172.83 88.06 Taxation 29.30 45.00 39.00 57.00 15.50 Profit after Tax 51.34 73.57 70.51 115.83 72.56 Profit Brought From Previous Year 22.19 73.53 75.01 145.52 115.89 Profit available for appropriation (iii) 73.53 147.10 145.52 261.35 188.45 Capitalised during the year on issue of Bonus Shares 72.09 145.46 Interim Dividend 57.96 Tax on Dividend 6.38 Total (iv) NIL 72.09 NIL 145.46 64.34 Balance carried to Balance Sheet 73.53 75.01 145.52 115.89 124.11 2. ASSETS OF LIABILITIES : The assets and liabilities of the Company as at 31^St March 1996, 1997, 1998, 1999, and 2000 being the last dates upto which the accounts of the Company have been made up and audited by us, after making such regroupings, as are, in our opinion, appropriate and subject to notes appearing hereunder, Balance sheet are as follows :- PARTICULARS (Rs. in lacs) Financial Year as at 31.3.96 31.3.97 31.3.98 31.3.99 31.3.2000 A) FIXED ASSETS Gross Block 507.89 657.66 728.82 879.38 964.99 Less :Depreciation 73.17 151.80 234.72 314.30 410.07 Net Block 434.72 505.86 494.10 565.08 554.92 B) BUILD OPERATE & TRANSFER PROJECT EXPENSES Total cost 65.54 1246.88 Written off during the year 45.03 Net cost 65.54 1201.85 C) INVESTMENTS 20.88 4.83 3.87 77.47 165.14 D)CURRENT ASSETS & LOANS & ADVANCES Inventories 253.61 299.12 353.67 281.62 254.91 Cash & Bank Balance 81.79 162.15 348.71 472.70 187.74 Loan & Advances 194.13 195.25 217.10 177.42 219.00 Sub Total (I) 529.53 656.52 919.48 931.74 661.65 Liabilities & Provisions 491.36 571.74 653.91 425.37 634.77 Sub Total (II) 491.36 571.74 653.91 425.37 634.77 Net Current Assets (I-II) 38.17 84.78 265.57 506.37 26.88 E) LOAN FUNDS Secured 201.55 185.32 257.53 522.36 748.86 Unsecured 33.31 0.00 25.00 91.27 290.54 Total 234.86 185.32 282.53 613.63 1039.40 Net Assets (A+B+C+D-E) 258.91 410.15 481.01 600.83 909.39 F) NET WORTH REPRESENTED BY SHAREHOLDER'S FUND Equity Share Capital 187.43 259.52 259.52 482.99 482.99 Share application Money 78.50 78.50 4.14 4.14 Reserves & Surplus 73.53 75.01 145.52 115.89 424.11 Total 260.96 413.03 483.54 603.02 911.24 Less: Miscellaneous Expenses (To the extent not written off) 2.05 2.88 2.53 2.19 1.85 TOTAL 258.91 410.15 481.01 600.83 909.39 Financial Ratios E.P.S. 2.74 2.84 2.72 2.40 1.50 Cash E.P.S. 5.94 6.04 5.93 4.18 3.49 Net Asset Value 13.81 12.78 15.50 12.35 18.74 Return on Net Worth 19.82 22.18 17.51 19.41 8.00		(i) Earning Per Share = N e t P r o f i t Year End No. of Equity Shares (ii) Cash E.P.S. = Net Profit + Depreciation + Prel. Exp. Written off Year end no. of Equity Shares (iii) Net Assets Value = Equity + Reserve - Misc. Exp. Not Written off Number of Equity Shares (iv) Return on Net Worth = Net Profit x 100 Year end Net worth 3) DIVIDENDS On Equity Share Capital The Company has declared the dividends for the Five Years ended on 31^St March 1996 1997 1998 1999 2000 NIL NIL NIL NIL 12 % Notes to accounts as at and for the period ended 31^st March, 2000. 1) SIGNIFICANT ACCOUNTING POLICIES : A-1) REVENUE RECOGNITION ON CONTRACTS : a) All revenues and expenses are accounted on accrued basis except to the extent stated otherwise. b) Contract prices are either fixed or subject to price escalation clause. The revenue is recognized on the basis of progressive completion method and the level of completion depends on the nature and type of each contract. c) Amounts due in respect of the price escalation claims and / or variation in contract work approved by the customers are recognized as revenue only when there are conditions in the contracts for such claims or variations and / or evidence of the acceptability of the same from customers. d) Disputed amount under the Contract works are recognized as revenue when the same are settled and amounts are received. e) Liquidated damages payable as per contract for delays in completion of contract work of for other causes are accounted for as costs attributable only causes are accounted as costs attributable only when such delays / causes are due to the Company. f) Amount receivable from National Highway Authority of India towards cash subsidy and additional work done is accounted when received. A-2) REVENUE RECOGNITION IN RESPECT OF OWN CONSTRUCTION / CONTRACT FOR RESIDNETIAL HOUSES: The revenues and expenses are accounted on the basis of completed contract method. Accordingly, the cost, of construction, including costs of land and its development, is carried forward as work in progress. The advances received against proposed sale or agreement to sell are classified as advances and shown under the head "Current Liabilities". A-3) EXPENDITURE IN RESPECT OF BUILD OPERATE AND TRANSFER (BOT) CONTRACT : One time significant expenditure incurred on Build , Operate and Transfer projects (BOT Projects) which does not represent Company's owned assets is classified as "BOT Project Expenditure " and is amortised /written off over the concession period without considering the cash subsidy received from National Highway Authority of India or as per the Management's Judgement. B) ADVANCES, PROGRESS PAYMENTS : a) Advances received from customers in respect of contracts are treated as liability. b) Progress payments received are adjusted against receivables from customers in respect of the contract work performed. c) Amounts retained by the customers until the satisfactory completion of the contract are recognised in the financial statement as receivables. Where such retention has been released by the customers against submission of Bank Guarantees the amount so released is adjusted against



			45,02,924/- has been written off during the year without considering the cash subsidy received from National High way Authority of India. 9) The Company's Investment have diminished by about Rs32800/- (Previous Year Rs. 2,30,928/-) on 31.03.2000. No provision is made therefore in view of long term nature of investment and expected appreciation therein. 10) In the opinion of the Directors Current Assets, Loans and Advances have the value at which they are stated in the Balance Sheet if realized in the ordinary course of business. The provisions for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary. 11) Remuneration to the Directors : Managing Directors Director Salaries 3,00,000 2,88,000 (1,80,000) (2,82,000) Contribution to P.F. NIL 7,200 (NIL) (7,200) Perquisite 51,740 NIL (NIL) (NIL) 3,51,740 2,95,200 12) Previous year's figures have been regrouped, rearranged and reclassified wherever necessary. III. Capitalization statement : (Rs.in Lacs) PARTICULARS PRE ISSUE AS ADJUSTED AS AT 31.03.2000 FOR THE ISSUE Short Term Debt. 475.40 105.53 Long Term Debt. 564.00 414.00 Total Debt. 1039.40 519.53 Share Capital 487.13 1010.68 Reserve & Surplus 424.11 300.00 Share Premium 000.00 440.00 Total Shareholders funds 911.24 1750.68 Long Term Debt. / Equity 1.14 : 1 0.3 : 1 TAXATION STATEMENT (Rs. In Lacs) PARTICULARS 1995-96 1996-97 1997-98 1998-99 1999-2000 Tax rate 46% 43% 35% 35% 38.5% Profit Before Tax 80.64 118.57 109.51 172.82 88.06 as per P & L A/c Tax at Notional Rate 37.09 50.99 38.33 60.49 33.90 Difference between tax depreciation & Book Depreciation -19.39 -19.71 -10.85 -15.20 -15.74 Other Adjustments 3.26 1.43 6.91 3.65 0.32 Profit u/s. 801-A (Bot Project) -36.40 Net Adjustments -16.14 -18.28 -3.94 -11.55 -51.82 Tax Saving on net adjust 7.42 7.86 1.38 4.04 19.95 Total Taxation 29.67 43.13 36.95 56.45 13.95 INFRASTRUCTURE SCENARIO : INFRASTRUCTURE DEVELOPMENT : The infrastructure covers a wide spectrum of services such as transportation (Railways, Roads and Road Transport, Civil aviation, ports and shipping), power generation, transmission and distribution, telecommunications, postal facilities, and urban infrastructure. Provision and maintenance of adequate infrastructure facilities at reasonable cost are absolutely necessary if rapid economic growth is to be achieved and sustained. Technological and organisational innovations have also made it possible
	receivables from the customers and value of Bank Guarantees is disclosed as contingent liability under Bank Guarantees outstanding. C) FIXED ASSETS : a) Fixed assets are stated at cost of acquisition as reduced by accumulated depreciation. b) All direct expenses attributable to fixed assets are capitalized. D) DEPRECIATION : a) Depreciation is provided on written down value basis as per the rates and method prescribed under Schedule : XIV of the Companies Act, 1956. b) Goodwill is not depreciated. E) VALUATION OF INVENTORIES : a) Materials at site are valued at cost. b) Incomplete contracts work under contract work in progress are valued at tender rate including anticipated profit considering unbilled work, outstanding running bills and the expected recovery thereof. c) Stores and Spares are written off in the year of purchases. F) INVESTMENTS : Long term Investments are stated at cost. Provision for diminution in value of investments is made only if such a decline is other than temporary in the opinion of the Managemnent. G) CLAIMS, DEMANDS AND CONTINGENCIES : Disputed and / or contingent liabilities are either provided for or disclosed depending on Management's judgement of the out come. H) RETIREMENT BENEFITS : a) Gratuity Liability is accounted as and when paid. b) Leave Encashment in ability is accounted as and when paid. 2) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF : a) Guarantee issued by the Company's bankers on behalf of the Company amounting to Rs. 895.07 Lacs (Previous Year Rs. 690.43 Lacs.) b) Bills / Cheques discounted with Bank Rs. 105.53 Lacs. (Previous Year Rs. 87.77 Lacs) c) Partly paid up preference shares in MSK Projects (India) (JV) LTD. Rs.67.50 lacs. 3) Sales Tax is accounted when paid and work Contract Tax deducted by the Contractee from the bill is written off in the year of deduction. Sales Tax Refund is accounted when received. 4) Incomplete Contracts work under "Contract Work in Progress" at the various sites are taken, valued and certified by the management after considering unbilled work, outstanding running bills and expected recovery thereof and the same has been accepted by the auditors. 5) Security Deposits deducted from Contract receipts and Mobilization advances received against Contracts are subject to confirmation and adjustment, if any. 6) Total present liability for future payment of gratuity as on 31^st March, 2000 is neither provided nor actuarially determined. This liabilities will be dealt with on cash basis. 7) Leave encashment liability, if any, has not been determined, presently, and would be charged when paid. 8) The Company obtained a Build, operate and Transfer (BOT) contract from National Highway Authority of India for Construction of RAILWAY OVER BRIDGE (ROB) on N. H. No. 8 (KISHANGARH BYE PASS). In terms of the Contract, the Company has been entitled to collect toll during the concession a period of Thirty Six Months, (Excluding the period of Construction). The Company has completed the construction of the above Railway Over Bridge (ROB) and was put in to operation and opened to traffic during the year. Having regard to the Accounting Policy followed by the Company, the entire expenditure incurred thereon aggregating to about Rs. 12,46,88,106.81 is treated as BOT Project Expenditure and the proportionate amount of Rs.



	to unbundle difference segments of infrastructure services and reduce the level of public monopoly which was intrinsic to its supply. Furthermore, the traditional organisation framework for the delivery of intrastructure has shown serious weaknesses in the planning and implementation of projects. Non availability of funds on a timely basis and lack of proper evaluation and implementation of projects have led to major time and cost over runs. INDISPENSABLE INFRASTRUCTURE : Most planners agree that building up in infrastructure facilities is a preliminary step for a strong economy and transportation is an essential element of such facilities. In fact the transport system available in a country determines the qualitative character of economic development, the trend and pace of the country's growth as well as advancement of civilisation. A well-knit transport network raises the standard of living of the masses, determines the trends of organisation, population shifts and level of employment, helps inbreaking the barrier of isolation and promotes exchange of various cultures, national unity and integration. ROADWAYS After the Independence, urbanisation and rapid modernisation led to establishment of business centers at most of the towns and setting up Industries at different locations resulted in manifold increase in vehicular traffic. This requires the roads which can provide service through out the year with ease & comfort. The commodities from eatable to construction materials required by the inhabitants are mostly (about 85 Per cent) are transported by these roads. Thus roads play a very important role in the socio - economical development of a country. To ensure that the fruits of development activities may reach to the society, the roads have to last longer and perform better. "Roads are the veins and arteries of a country through which channels every improvement circulates". A well - developed road transport network leads to industrial and agricultural development, and facilitates the solution of vital economic problems. It creates more employment opportunities. It assists the development of both internal and external trade. It also breaks the isolation of India Villages and brings them into the main stream of national life. ROAD AND ROAD TRANSPORT : India has a road network covering 2.7 million kilometers which makes it the third largest road network in the world. However, this network is not adequate for speedy and efficient transportation. Half of this is made up of unsurfaced road. The National Highways which are arterial routes have currently a network of 34,298 Km. Although they carry nearly 40 per cent of the goods and passenger traffic, the national highway network constitutes less then 2 percent of the total road network. Road transport is the dominant form of transport for people and goods in India. Over 80 percent of passengers and over 60 per cent of freight move by roads. It is estimated that by the year 2000 road traffic will account for 87 and 65 per cent of passenger and goods traffic, respectively. The quality and capacity of national highways have to be enhanced consistent with the traffic expansion and overall economic growth of the country. Traffic movement on the highways is suffering from frequent stopovers and congestion as almost 15 per cent of national highways and 75 per cent of state highways are single lane road. The main factor which contribute to durability and better performing roads are : - Materials and appropriate specifications - Pavement design - Construction & quality control techniques. The investigation of National Highways & State Highways reveals that road pavements are generally found to be structurally inadequate. The existing National Highways network in India is deficient in terms of its length, breadth quality. The Growth of Road net work & target for 2001 is given in the table below which indicates the requirement of road network.		GROWTH OF ROAD NET WORK (IN KILOMETER) Category 1951 1995 % change Target for EXPRESSWAYS - - - - - - - - - 2000 NATIONAL HIGHWAYS 19811 34000 055 66000 STATE HIGHWAYS 60000 131000 118 145000 OTHER ROADS 318000 1935000 508 2510000 TOTAL 400000 2100000 425 2723000 SOURCE : Road Development Plan 1981-2001 Indian Roads Congress. The condition of the existing national highways is also not satisfactory. Potholes, depressions and cracks in the pavements and depressed shoulders often lead to poor riding conditions. Inadequately maintained bridges, culverts and railing reduces safety. Unchecked urbanization with too frequent access connections between the highway and adjoining property, unplanned locations of octroi, Sales - tax & Police barriers on the highways and existence of petrol pumps, Dhabhas, Restaurants too close to the roadside cause interference for the smooth flow of traffic. The roadside land is too frequently used and abused. The above mentioned deficiencies make driving on the National Highway tiring hazardous time consuming & costly, Studies have revealed that huge economic losses are caused on account of the unsatisfactory condition on the National Highways. For the above mentioned improvements during the period from 1997 to 2015 the assessed requirements of funds at 1996 price level is given below : Sr. Improvement Length Cost No. (Km) (Rs. in crores) A. EXISTING NETWORK 1. Widening of Single lane to two lane, and strengthening of pavement. 5000 5000 2. Strengthening of two lane pavements and construction of paved shoulders. 14000 8000 3. Widening of 2 lanes to 4 lanes dual highway (Toll based) 15000 60000 4. Construction of by passes, bridges, Railway Over Bridges and High, Safety works. NIL 5000 SUB TOTAL (A). 78000 B. EXPANSION OF THE NETWORK 1. Upgradation of State Highways as National Highways. 22000 22000 2. Construction of Inter City Expressways. 3000 24000 3. Construction of Urban Expressways. 2000 2000 SUB TOTAL (B) 66000 TOTAL(A) + (B) 144000 Source : Saket News Digest, Anniversary Issue. Average yearly requirement of funds for the improvements as per above table comes to over Rs. 7500 crores.Given the huge requirement of funds, it does not seem to be possible to provide them from the General revenues of the Central Government. Toll based financing of the highway Improvements and maintenance and Commercialisation of the highway therefore, acquired significance. The private sectors managerial and enterpreneurial capacities has been considered of potential use in the new and non-traditional area of Business on build, Operate and Transfer (BOT) basis. The Central Government have taken steps in the last two years to facilitate private sector's participation in the National Highway Act, 1956 to authorize private sector to levy, collect and retain tolls, announcing fiscal and tax concessions for the infrastructure projects, acquisition of land by Government and given to the private party free of cost.



	The details of projects on offer to the Private Sector on BOT basis is given below : PROJECTS ON OFFER TO THE PRIVATE SECTOR Projects State Length/No. Estimated (USS MIN.) Cost Railway over bridges : Bihar 3 3 (each) Gujarat 1 2 Haryana 1 4 Karnataka 3 2(each) Madya Pradesh 1 2 Maharashtra 2 2(each) Rajasthan 8 2(each) Tamil Nadu 3 2(each) Uttar Pradesh 2 2(each) Bridges on Rivers : Surajbari On NH-8A Gujarat 13 Wortak on NH-8 Gujarat 06 Jhajjhar on NH-22 Haryana 02 Patalganga river near Pharpada on NH-17 Maharashtra 03 Vainganga Km 491 of Nagpur Raipur section NH-6 Maharashtra 08 Sirsa on NH-21 Punjab 02 Kalisindh Rajasthan 06 By Passes : Hyderabad, Nh-7 & 9 Andhra Pradesh 70 Patna Bihar 20 Ranchi, NH-23 & 33 Bihar 30 Kheda, NH-8 Gujarat 15 Davangere Karnataka 10 Kolar Karnataka 10 Cannoor Kerala 15 Bhopal Madhya Pradesh 10 Katni, NH-7 Madhya Pradesh 10 Sagar Madhya Pradesh 20 Zarap Patradevi Missing Link, NH-7 Maharashtra 07 Lonavala Khandala, NH-14 Maharashtra 04 Pune City, NH-4 Maharashtra 12 Paldhi, NH-6 Maharashtra 03 Amravati, NH-6 Maharashtra 20 Akola, NH-6 Maharashtra 20 Pali, NH-14 Rajasthan 10 Shivganj-Sumerpur, NH-14 Rajasthan 10 Jaipur, NH-8 & 11 Rajasthan 40 Kota Rajasthan 15 Chennai, NH-4 & 5 Tamil Nadu 15 Namakkl, NH-7 Tamil Nadu 05 Villupuram, NH-45 Tamil Nadu 05 Moradabad, NH-24 Uttar Pradesh 20 Elevated Highways : Badarpur, NH-2 Delhi 10 Faridabad,NH-2 Haryana 20 Panipat, NH-2 Haryana 20 Railway Over Bridges Bihar 3 (3 Each) Four-laning of Existing National Highways : 7000 Km 11,200 Super National Highways : Selected sections To be assessed Source : CMIE, Report on Infrastructure in India, November, 1996		Material Developments : There has been no material development after July 10^th, 2000 that are likely to materially affect the performance or prospects or profitability of the company or the value of its assets or its ability to pay its liabilities within the next 12 months. Investor Grievance Redressal System : The Investor grievances against the company will be handled by the Registrars and the transfer agents of the company in consultation with the company to handle grievances received, the company has appointed Shri C. Mohanan as compliance officer. He will supervise redressal of complaints received from the Investors at the office of the company as well as Registrar to the issue and ensure timely disposal. Basis for Issue price : Qualitative Factors : 7. The company has earned good reputation for timely completion of Industrial Construction. The clients for whom the company had carried out construction work had never filed any case for non completion of work in time. 8. The company has a strong management team comprising of Civil Engineers. headed by its The Managing Director, Shri Ashok Khurana, who has over three decades experience in the Industry. 9. The company has carried out various prestigious projects for Indian Petrochemical Corporation Limited, Gas Authority of India Limited, Rajasthan Industrial Investment Corporation Ltd., (RIICO), Hindustan Lever Limited, Philips (India) Limited etc. 10. The company has diversified in to Infrastructure projects particularly road sector in which the income generation is tax free. Quantitative factors : 1. The Company is an existing profit making and dividend paying company. 2. Adjusted Earning per shares. EPS (Rs.) WEIGHTS USED (A) 1997-98 2.72 1.00 (B) 1998-99 2.40 2.00 (C) 1999-00 1.50 3.00 (D) Weighted average for last 3 years 2.00 3. Adjusted Cash Earning per shares. EPS (Rs.) WEIGHTS USED (E) 1997-98 5.93 1.00 (F) 1998-99 4.18 2.00 (G) 1999-00 4.67 3.00 (H) Weighted average for last 3 years 4.72 4. P/E Ratio in relation to issue price of Rs. 21/- based on AVERAGE CEPS of 4.72 is 4.50 5. Average Return on Net Worth Sr. Year RONW% Weights Total Average No. used weights RONW A 1997-98 17.51 1 17.51 B 1998-99 19.41 2 38.82 13.38 % C 1999-2000 08.00 3 24.00 6. Minimum return of post issue net worth required to maintain pre issue E.P.S. of Rs. 2.00 is minimum RONW = 11.55 %. 7. Net Asset value (NAV) (a) As on 31.03.2000 18.74 (b) After issue 17.31 (C) Issue Price Rs. 21/- MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF THE OPERATIONS : Comparative study of significant items of Income & expenditure for the last two years are as under : (Rs. In lacs) PARTICULARS 31.03.1999 31.03.2000 Total Income 3123.05 1802.85 Total Expenditure 2812.80 1511.82 PBDIT 310.25 291.03 Taxation 57.00 15.50 Interest 51.81 62.19 Depreciation 85.62 140.78 Profit after Tax 115.82 72.56



	The profitability of company is increased due to tax free Income of toll collection of Kisangadh R.O.B. The Net Profit in terms of percentage is 4.03 % in the year 1999-2000 as compared to 3.71 % in the year 1998.99.The cash profit of the Company is reduced by 6.20 % . However the total contract work carried out by company was of Rs. 2864.83 lacs (Rs. 1683.49 lacs construction work & Rs. 1181.34 lacs construction of ROB at Kisangadh). 1. Unusual or infrequent events or transactions : There has been no unusual or infrequent transactions in the company. The company has only diversified into infrastructure projects in addition to its usual lines of business. 2. Significant Economic changes that materially affected or likely to affect income from continuing operations. Infrastructure sector has been identified as thrust area for Economic development of the nation. Most planners agree that building up infrastructure facilities is a preliminary step for a strong economy and transportation is an essential element of such facilities. In view of the support and encouragement given by Government to Infrastructure sector, the management does not foresee any adverse trade or fiscal policies which would affect the growth of Infrastructure sector. 3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations : The company had in the past seen sluggishness and recession in industrial construction and real estate development which would have affected its sales, revenue and income. However, the management took a timely step by diversifying into thrust area of infrastructure projects which is expected to give a boost to its revenue and income in the coming years. 4. Future changes in relationship between Costs and Revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known; The company is into taking up service contracts wherein the tender price is fixed after taking into account break-up of costs under various heads. Hence any escalation under any of the subheads is taken care of while bidding for the tenders. 5. Competitive Conditions Though the company's business is competitive but with its experience, track record and its reputation for completing all its contracts within time schedule and without any problem with quality of its works, the company is not expected to have any difficulty in meeting this competition and bagging fresh projects. It can be borne out by the fact that the company has in hand contracts worth more than Rs.19 crores and its toll collection from the ROB, Kisangadh project is about Rs.7.20 crores annually. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF Internal to MSK PROJECTS (INDIA) LIMITED 1. The Company is promoted by first generation entrepreneurs. Management perception : The promoters have past experience in the field of over 30 years and are supported by a team of experienced Engineers. 2. The cost of the project for which funds are being raised has not been appraised by any bank or financial institution. Management perception : Before awarding the contract National highway Authority of India has approved the cost of project as estimated by the Company. The IDBI Bank had also sanctioned term loan of Rs. 330 lac on the project cost estimated by the Company. 3. The penalty clause in a work order may affect the Company's profitability in case of delay in execution of contract. Management Perception : The Company has a track record of completing projects as per schedule and no penalty has been levied up till now. 4 The company's profits have come down during 1999-2000 compared to that of 1998-99. Management Perception : Due to recession in industrial projects		during last few years the profitability of the company was slightly affected. However it took a timely decision during 1998-99 to diversify into infrastructure sector and started taking up Highway, Roads and Bridges projects including the ROB project at Kisangadh, the benefits of which have started accruing during the current year 2000-2001 and which is expected to improve its profitability considerably. 5. The Company resorted to meeting part cost of the ROB project through unsecured loans from friends & relatives (Rs.616.88 lac) and secured loan from Baroda People Co-op Bank Ltd. (Rs.150 lac) when the means of finance of Rs.1470 lac as estimated & approved by NHAI included an amount of Public Issue of Rs.840 lac which if it had been raised in time, it would have obviated raising of the above costly loans. Management Perception: Since the Highway project was top priority project the primary market for equities was bad at the relevant time in 1999, the company wanted to first establish its credentials by completing the project through loans from friends, relatives and Baroda People Co-op Bank Ltd. And thereafter go to tap the market for Equity, which they are eventually doing now within just one and a half years. 6. The Company is doing part of its business of infrastructural Road projects through a special purpose vehicle J.V. namely MSK Projects (India) (JV) Ltd. in joint venture with National Builders, Baroda which may ultimately affect the Company's turnover & profits . Management Perception : This joint venture Company by the name MSK Projects (India) (JV) Ltd. was formed for specifically undertaking only the three Road projects of Vasnabad-Kakri Road, Bharatpur by pass & Sikar by pass and no other project. The Company went into this Joint Venture only because the total investment was of a huge nature as well as to gain experience & break through into this sector. External to MSK PROJECTS (INDIA) LIMITED 7. There is a substantial fall of about 47% in contract receipts during 1999-2000 as compared to 1998-1999, resulting in the fall in profits by about 37% which indicates substantial reduction in turnover and Income during the year 1999-2000, which is not a favourable position. Management Perception : The Company has during 1999-2000 shifted its focus from Industrial projects to Infrastructure projects and from now on it will be under taking more of Highway Roads, Bridges and Flyover projects on BOT basis which are more profitable to the company as all their returns in the shape of toll receipts are going to be free of Income tax to the company. This is expected to increase the company's retained earnings substantially. This is also borne out by the fact that in just 1 month 10 days from 19.02.2000 to 31.03.2000, the toll receipts from ROB project at Kishangadh were to the tune of Rs.107 lacs which are free of income tax. 8. The Company will face competition in bidding for contracts through tender from other existing companies. Management perception :The past performance of the company testify its ability to successfully bid for contracts. 9. The liberalisation policy of the Government and incentives offered by it have spurred the growth of opportunities in the field of Infrastructure and particularly road sector. Adverse changes if any, in the Government policy could thus affect business prospects. Management Perception : The Company is involved in Infrastructure development which is in priority list of Government of India for development of Infrastructure. In the recent Budget cess has been imposed on sale of petrol and diesel for road development. Gujarat Government has started separate corporation for development of Infrastructure projects particularly of Road sector. 10. Competition from existing and new players could have an impact on the business prospects of the company. Management Perception : The Company has over a period of time built up specialist skills, strong experience and reputation for timely work.



	PART II A. GENERAL INFORMATION CONSENTS Consents in writing of the Auditors, Lead Manager, Registrars, Directors, Compliance Officer, Banker to the Company and Bankers to the Issue to act in their respective capacities have been obtained and filed with the Registrar of Companies, along with a copy of this Prospectus as required under Section 60 of the Act and none of them have withdrawn their consents up to the time of delivery of a copy of this Prospectus for registration. M/s Chandrakant & Seventilal & J. K. Shah & Co., Chartered Accountants, Vadodara the Statutory Auditors of MSK have also given their written consent to their report being included in the form and content in which it appears in this Prospectus and also of the tax benefits accruing to the Company and its members and such consent has not been withdrawn up to the time of delivery of a copy of this Prospectus for registration to the Registrar of Companies, Gujarat. EXPERT OPINION Save as otherwise indicated elsewhere in the Prospectus, no other expert opinion has been sought after by MSK . CHANGE IN DIRECTORS OF MSK DURING THE LAST THREE YEARS There have been no changes in the Board of Directors in the last three years other than as follows- Name Date of Date of Appointment Resignation Reason Mr. Sanant Pandya 30.06.2000 Mr. Sanjay Shah 30.06.2000 Mr. Vishal Khurana 30.06.2000 CHANGE IN AUDITORS OF MSK DURING THE LAST THREE YEARS There has been no change in the Auditors of the Company during the last three years. AUTHORITY FOR THE PRESENT OFFER Pursuant to Section 81(1A) of the Act, the present issue of equity shares has been authorized vide a special resolution passed at the Extraordinary General Meeting of MSK held on July 10,2000. The Board of Directors have approved the issue by a resolution passed at its meeting held on dated August 05,2000. PROCEDURE AND TIME SCHEDULE FOR ALLOTMENT AND ISSUE OF SHARE CERTIFICATES The Issuer reserves the right to accept or reject any application in whole or in part at its sole, absolute and uncontrolled discretion. In case an application is rejected in full, the whole of the application money, will be refunded to the applicant. In case an application is rejected in part, the excess application money received, after adjustment of the allotment amount, will be refunded to the applicant within 10 weeks of the closing of this Issue provided that the Issuer, as far as possible, will allot the equity shares within 30 days from the date of closure of the Issue and shall pay interest @ 15% p.a. for the delayed period if the allotment is not made and/or the refund orders are not dispatched within 30 days from closure of the Issue. DISPOSAL OF APPLICATIONS AND APPLICATION MONEY The Issuer will inform the applicants in respect of the allotments made or applications rejected by dispatch of Acceptance Letters/ Share Certificates or Letters of Regret together with refund cheques or pay orders or stock invests, as indicated below, at the applicant's sole risk to the first named/sole applicant within 70 days of the closure of this Issue provided that that the Issuer, as far possible, will allot the equity shares within 30 days from the date of closure of the Issue and shall pay interest, except for Stock invest, @ 15% p.a. for the delayed period if the allotment is not made and/or the refund orders are not dispatched within 30 days from closure of the Issue.
			The Issuer shall ensure despatch of Refund Orders of value upto Rs. 1,500/- Under Certificate of Posting (UCP) and refund orders over the value of Rs. 1,500/- and Share Certificates by Registered Post only. The Issuer would also make available adequate funds to the Registrars to the Issue for the purpose of despatch of Refund Orders. The Issuer reserves full, unqualified and absolute right to accept or reject an application either in whole or in part and in either case without assigning reasons. Refund will be made by cheques/drafts/pay orders or demand drafts drawn on a bank appointed by the Issuer as a Refund Banker and bank charges, if any, for encashing such cheques or pay orders at other centers will be payable by the applicants. Such cheque or pay order or demand draft will however be payable at par at places where the applications are received, subject to RBI guidelines in this regard. No receipt will be issued for Application Money. However, the Bankers to the Issue receiving the applications will acknowledge receipt stamping and returning the detachable acknowledgment slip at the bottom of each Application Form. If any application is accepted in part, the excess application money will be refunded to the applicant, after making adjustments towards allotment money as mentioned elsewhere, in terms of Section 73 of the Act within 10 weeks from the date of the closure of the Issue. DISPOSAL OF APPLICATIONS MADE BY STOCKINVEST The procedure for applications made by cash or cheque or bank drafts will apply mutatis mutandis to applications accompanied by stockinvest except the following: 1. In case of non allotment, the Registrars to the Issue will return the stockinvest directly to the applicant with the stamp "CANCELLED" and/or "NOT ALLOCATED" across the face of the instrument within 70 days from the closure of the Issue. 2. On allotment/partial allotment, the Registrars to the Issue shall fill in the amount (which will be equal to or less than the amount filled by the investor) before presenting the stockinvest to the respective issuing bank for payment to the extent of allotment. The issuing bank will lift the lien on the balance amount, if any, of the deposit. ISSUE OF SHARE CERTIFICATES The equity share certificates will be despatched through Registered Post within 2 months from the date of allotment or within such further time as may be allowed by the Stock Exchanges at Vadodara and / or such other authority as may be necessary. SCHEDULE AND BASIS OF ALLOTMENT TO CONFIRM In the event of this Issue of equity shares being oversubscribed, the basis of allotment will be finalised by the Board of Directors in consultation with the Stock Exchange, Vadodara. Investors may note that in case of over subscription, allotment will be on a proportionate basis in marketable lots and a SEBI nominated public representative shall be associated in the process of finalisation of the basis of allotment in case of over subscription of more than 2 times. The basis of allotment for the net public Offer will be made in the following manner : a) A minimum of 50% of the Offer shall initially be available for allotment to individual applicants who have applied for 1000 equity shares or less. b) The balance shall be made available for allotment to investors, including corporate bodies / institutions, and individual applicants who have applied for more than 1000 equity shares. c) The under subscribed portion of the Offer to any one of the categories specified in (a) or (b) shall / may be made available for allotment to applicants in the other category, if so required. The allotment will be in marketable lots on a proportionate basis as explained below : a) Applicants will be categorised according to the number of equity shares applied for. b) The total number of equity shares to be allocated to each category



	as a whole shall be arrived at on a proportionate basis, i.e. the total number of equity share applied for in that category (number of applicants in the category x number of equity share applied for) multiplied by the inverse of the over subscription ratio. c) Number of the equity shares to be allocated to the successful applicants will be arrived at on a proportionate basis, i.e., total number of equity shares applied for by each applicant in that category multiplied by the inverse of the over subscription ratio of that category. d) In all the applications where the proportionate allotment works out to less than 100 equity shares per applicant, the allotment shall be made as follows : i) Each successful applicant shall be allocated a minimum of 100 equity shares; and ii) The successful applicants out of the total applicants for the category shall be determined by draw of lots in such manner that the total number of equity shares allocated in that category is equal to the number of equity shares worked out as per (b) above. e) If the proportionate allotment to an applicant works out to a number that is more than 100 but is not a multiple of 100 (which is the marketable lot), the number in excess of the multiple of 100 would be rounded off to the higher multiple of 100 if that number is 50 or higher. If that number is lower than 50, it would be rounded off to the lower multiple of 100. All applicants in such categories would be allotted equity shares arrived at after such rounding off. If the process of rounding off to the nearest multiple of 100 results in the actual allotment being higher than the total number of equity shares offered, MSK shall allot additional equity shares upto a maximum of 10% of net public offer. f) If the equity shares allocated on a proportionate basis to any category is more than the equity shares allocated to the applicants in that category, the balance available equity shares for allotment shall be first adjusted against any other category, where the allocated equity shares are not sufficient for proportionate allotment to the successful applicants in the category. The balance equity shares, if any, remaining after such adjustment will be added to the category comprising applicants applying for minimum number of equity shares. The Company agrees that there will be at least 5 public shareholders for every Rs. 1 Lakh of net capital offer made to the public out of the public issue. Explanation : For the purpose of this clause a public shareholder shall mean a person who is neither a promoter nor holds more than 1% equity capital of MSK. FORFEITURE Failure to pay the amount due on allotment on or before the appointed date will render the allot tee(s) liable to pay interest thereon @ 18% p.a. on the amount outstanding from the date so appointed to the date of actual payment. It is to be noted that 30 days will be permitted for payment of allotment monies without interest. Failure to pay the amount as aforesaid shall also render the shares and the amount already paid (including premium) liable to forfeiture in accordance with the Articles. The Board shall be at liberty to reissue the shares so forfeited to any other person(s) on the terms and conditions as they deem fit.		Compliance Officer C. MOHANAN, Director (Finance) 707, Sterling Center, R. C. Dutt Road,Alkapuri, BARODA : 390 005 Tel No : (0265) 344756, 359893 Fax No : (0265) 341642 COMPANY INFORMATION REGISTERED OFFICE OF THE COMPANY 707, Sterling Center, R. C. Dutt, Alkapuri, BARODA : 390 005 Lead Managers To The Issue SOBHAGYA CAPITAL OPTIONS LIMITED E-227, East of Kailash, NEW DELHI : 110 065 Tel: (011) 646 2169, 642 2175, 646 6243, 646 6246 Fax: (011) 644 5483, Registrars To The Issue ANURAG SERVICES PVT. LIMITED 6Th Floor, Shanker Chambers, Ashram Road, AHMEDABAD : 380 009. Tel. : (079) 658 3462, 658 4264 Fax: (079) 658 5048 REGISTRARS FOR ELECTRONICS SHARES PINNACLE SHARES REGISTRY PRIVATE LIMITED Nr. Asoka Mills, Naroda Road, AHMEDABAD : 380 025. Tel. : (079) 212 0582, 212 0338 Fax: (079) 212 2963 AUDITORS CHANDRAKANT & SEVANTILAL & J. K. SHAH & CO. "Shreyas", 1st Floor, Dandia Bazar, BARODA : 390 001 Tel. : (0265) 540 229, 433 954 Fax.: Bankers To The COMpany 1. CORPORATION BANK Alkapuri Branch, VADODARA 2. The BARODA PEOPLE'S CO OP BANK LIMITED Rajmahal Road, BARODA 3. IDBI BANK LIMITED Concorde, R. C. Dutt Road, Alkapuri, BARODA : 390 007 Bankers To The Issue CORPORATION BANK Alkapuri Branch, VADODARA : BROKERS TO THE ISSUE All members of recognised Stock Exchanges in India can act as Brokers to the Issue.



	B. AUDITORS REPORT To MSK PROJECTS (INDIA) LIMITED, 707, Sterling Centre, R. C. Dutt, Road, Alkapuri, BARODA : 390 005. The auditors of the company have examined and found correct the books of accounts of MSK PROJECTS (INDIA) LIMITED for the last five (5) years ended on March 31st, 1996, March 31st, 1997, March 31st, 1998, March 31st, 1999 & March, 31st, 2000. The auditors to the company have certified vide their certificate that as of date they are not aware of any material adjustment which would affect the result shown by these accounts in accordance with the requirement of part : II of Schedule II to the Companies Act, 1956 and read with requirements of the securities and Exchange Board of India vide its clarification No. : XIII and XIV of the Guidelines for disclosure and Investor protection. In accordance with the requirement of Clause B(1) & (3) of Part : II of Schedule : II to the Companies Act, 1956 the auditors' Report that the profit & loss account, Assets and liabilities (Subject to the notes) are set out below : PROFIT & LOSS ACCOUNTS : Financial Year : 81995-1996 1996-1997 1997-1998 1998-1999 1999 2000 Contract Receipt 1759.59 2741.73 2512.51 3149.276 1683.49 Toll Collection Income 107.22 Other Income 11.71 12.56 21.86 29.60 34.16 Variation in Inventories 98.76 71.41 52.29 (55.82) (22.02) Total Income (i) 1870.06 2825.70 2586.66 3123.05 1802.85 Material Consumed 934.76 1376.91 1378.65 1680.97 783.03 Site Cost & Other Exp. 747.26 1179.49 960.78 1131.48 717.71 Financial & Bank Charges 47.44 67.67 54.46 51.81 62.19 Provision For maintenance of R.O.B. 10.72 Expenditure on BOT Contract written off 45.03 Depreciation on Assets 59.73 82.74 82.91 85.62 95.77 Prel. Exp. Written off 0.23 0.32 0.34 0.34 0.34 Total Expenditure (ii) 1789.42 2707.13 2477.14 2950.22 1714.79 Profit before Taxation 80.64 118.57 109.51 172.83 88.06 Taxation 29.30 45.00 39.00 57.00 15.50 Profit after Tax 51.34 73.57 70.51 115.83 72.56 Profit Brought From Previous Year 22.19 73.53 75.01 145.52 115.89 Profit available for appropriation (iii) 73.53 147.10 145.52 261.35 188.45 Capitalised during the year on issue of Bonus Shares 72.09 145.46 Interim Dividend 57.96 Tax on Dividend 6.38 Total (iv) NIL 72.09 NIL 145.46 64.34 Balance carried to Balance Sheet 73.53 75.01 145.52 115.89 124.11 2. ASSETS OF LIABILITIES : The assets and liabilities of the Company as at 31St March 1996, 1997, 1998, 1999, and 2000 being the last dates up to which the accounts of the Company have been made up and audited by us, after making such regroupings, as are, in our opinion, appropriate and subject to notes appearing here under, Balance sheet are as follows :- PARTICULARS Financial Year as at : 31.3.96 31.3.97 31.3.98 31.3.99 31.3.2000 A) FIXED ASSETS Gross Block 507.89 657.66 728.83 879.38 964.99 Less :Depreciation 73.17 151.80 234.72 314.30 410.07 Net Block 434.72 505.86 494.11 565.08 554.92 B) BUILD OPERATE & TRANSFER PROJECT EXPENSES Total cost 65.54 1246.88 Written off during the year 45.03 Net cost 1201.85 C) INVESTMENTS 20.88 4.83 3.87 77.47 165.14 D) CURRENT ASSETS & LOANS & ADVANCES Inventories 253.61 299.12 353.67 281.62 254.91



	Cash & Bank Balance 81.79 162.15 348.71 472.70 187.74 Loan & Advances 194.13 195.25 217.10 177.42 219.00 Sub Total (I) 529.53 656.52 919.48 931.74 661.65 Liabilities & Provisions 491.36 571.74 653.91 425.37 634.77 Sub Total (II) 491.36 571.74 653.91 425.37 634.77 Net Current Assets(I-II) 38.17 84.78 265.57 506.37 26.88 Miscellaneous Expenses (To the extent not written off) 2.05 2.88 2.53 67.73 1.85 Total Assets 495.82 598.37 766.08 1216.15 1950.64 E) LOAN FUNDS Secured 201.55 185.32 257.53 522.36 748.86 Unsecured 33.31 000.00 25.00 91.27 290.54 Total 234.86 185.32 282.53 613.63 1039.40 Net Assets(A+B+C+D-E) 258.91 410.15 481.01 600.83 909.39 F)NET WORTH REPRESENTED BY SHAREHOLDER'S FUND Equity Share Capital 187.43 259.52 259.52 482.99 482.99 Share application Money 78.50 78.50 4.14 4.14 Reserves & Surplus 73.53 75.01 145.52 115.88 424.11 Total 260.96 413.03 483.54 603.01 911.24 Less: Miscellaneous Expenses (To the extent not written off) 2.05 2.88 2.53 67.73 1.85 TOTAL 258.91 41.015 481.01 600.83 909.39 Financial Ratios E.P.S. 2.74 2.84 2.72 2.40 1.50 Cash E.P.S. 5.94 6.04 5.93 4.18 4.64 Net Asset Value 13.81 12.78 15.50 12.35 18.74 Return on Net Worth 19.82 22.18 17.51 19.41 8.00 (i) Earning Per Share = N e t P r o f i t Year End No. of Equity Shares (ii) Cash E.P.S. = Net Profit Depreciation + Prel. Exp. Written off Year end no. of Equity Shares (iii) Net Assets Value = Equity + Reserve - Misc. Exp. Not Written off Number of Equity Shares (iv) Return on Net Worth = Net Profit x 100 Year end Net worth 3) DIVIDENDS On Equity Share Capital The Company has declared the dividends for the Five Years ended on 31St March 1996 1997 1998 1999 2000 NIL NIL NIL NIL 12 % Notes to accounts as at and for the period ended 31st March, 2000. 1) SIGNIFICANT ACCOUNTING POLICIES : A-1) REVENUE RECOGNITION ON CONTRACTS : a) All revenues and expenses are accounted on accrued basis except to the extent stated otherwise. b) Contract prices are either fixed or subject to price escalation clause. The revenue is recognized on the basis of progressive completion method and the level of completion depends on the nature and type of each contract. c) Amounts due in respect of the price escalation claims and / or variation in contract work approved by the customers are recognized as revenue only when there are conditions in the contracts for such claims or variations and / or evidence of the acceptability of the same from customers. d) Disputed amount under the Contract works are recognized as revenue when the same are settled and amounts are received. e) Liquidated damages payable as per contract for delays in completion of contract work or for other causes are accounted for as costs attributable only when such delays / causes are due to the Company.



	A-2) REVENUE RECOGNITION IN RESPECT OF OWN CONSTRUCTION / CONTRACT FOR RESIDNETIAL HOUSES: The revenues and expenses are accounted on the basis of completed contract method. Accordingly, the cost of construction, including costs of land and its development, is carried forward as work in progress. The advances received against proposed sale or agreement to sell are classified as advances and shown under the head "Current Liabilities". A-3) EXPENDITURE IN RESPECT OF BUILD OPERATE AND TRANSFER (BOT) CONTRACT : (a) One time significant expenditure incurred on Build , Operate and Transfer projects (BOT Projects) which does not represent Company's owned assets is classified as "BOT Project Expenditure " and is amortised /written off over the concession period without considering the cash subsidy received from National Highway Authority of India b) Amount receivable from National Highway Authority of India towards cash subsidy and additional work done is accounted when received. B) ADVANCES, PROGRESS PAYMENTS : a) Advances received from customers in respect of contracts are treated as liability. b) Progress payments received are adjusted against receivables from customers in respect of the contract work performed. c) Amounts retained by the customers until the satisfactory completion of the contract are recognised in the financial statement as receivables. Where such retention has been released by the customers against submission of Bank Guarantees the amount so released is adjusted against receivables from the customers and value of Bank Guarantees is disclosed as contingent liability. C) FIXED ASSETS : a) Fixed assets are stated at cost of acquisition as reduced by accumulated depreciation. b) All direct expenses attributable to fixed assets are capitalized. D) DEPRECIATION : a) Depreciation is provided on written down value basis as per the rates and method prescribed under Schedule : XIV to the Companies Act, 1956. b) Goodwill is not depreciated. E) VALUATION OF INVENTORIES : a) Materials at site are valued at cost. b) Incomplete contracts work under contract work in progress are valued at tender rate including anticipated profit considering unbilled work, outstanding running bills and the expected recovery thereof. c) Stores and Spares are written off in the year of purchases. F) INVESTMENTS : Long term Investments are stated at cost. Provision for diminution in value of investments is made only if such a decline is other than temporary in the opinion of the Managemnent. G) CLAIMS, DEMANDS AND CONTINGENCIES : Disputed and / or contingent liabilities are either provided for or disclosed depending on Management's judgement of the out come. H) RETIREMENT BENEFITS : a) Gratuity Liability is accounted as and when paid. b) Leave Encashment liability is accounted as and when paid.		2) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF : a) Guarantee issued by the Company's bankers on behalf of the Company amounting to Rs. 895.07 Lacs (Previous Year Rs. 690.43 Lacs.) b) Bills / Cheques discounted with Bank Rs. 105.53 Lacs. (Previoius Year Rs. 87.77 Lacs) c) Partly paid up preference shares in MSK Projects (India) (JV) LTD. Rs.67.50 lacs. 3) Sales Tax is accounted when paid and work Contract Tax deducted by the Contractee from the bill is written off in the year of deduction. Sales Tax Refund is accounted when received. 4) Incomplete Contracts work under "Contract Work in Progress" at the various sites are taken, valued and certified by the management after considering unbilled work, outstanding running bills and expected recovery thereof and the same has been accepted by the auditors. 5) Security Deposits deducted from Contract receipts and Mobilization advances received against Contracts are subject to confirmation and adjustment, if any. 6) Total present liability for future payment of gratuity as on 31st March, 2000 is neither provided nor actuarially determined. This liabilities will be dealt with on cash basis. 7) Leave encashment liability, if any, has not been determined, presently, and would be charged when paid. 8) The Company obtained a Build, operate and Transfer (BOT) contract from National Highway Authority of India for Construction of RAILWAY OVER BRIDGE (ROB) on N. H. No. 8 (KISHANGARH BY PASS). In terms of the Contract, the Company has been entitled to collect toll during the concession period of Thirty Six Months, (Excluding the period of Construction). The Company has completed the construction of the above Railway Over Bridge (ROB) and was put in to operation and opened to traffic during the year 1999-2000. Having regard to the Accounting Policy followed by the Company, the entire expenditure incurred thereon aggregating to about Rs. 12,46,88,106.81 is treated as BOT Project Expenditure and the proportionate amount of Rs. 45,02,924/- has been written off during the year without considering the cash subsidy received from National High way Authority of India. 9) The Company's Investment have diminished by about Rs32800/- (Previous Year Rs. 2,30,928/-) on 31.03.2000. No provision is made therefor in view of long term nature of investment and expected appreciation therein. 10) In the opinion of the Directors Current Assets, Loans and Advances have the value at which they are stated in the Balance Sheet if realized in the ordinary course of business. The provisions for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary. 11) Remuneration to the Directors : Managing Directors Director Salaries 3,00,000 2,88,000 1,80,000) (2,82,000) Contribution to P.F. NIL 7,200 (NIL) (7,200) Perquisite 51,740 NIL (NIL) (NIL) 3,51,740 2,95,200 12) Previous year's figures have been regrouped, rearranged and reclassified wherever necessary. For CHANDRAKANT & SEVENTILAL & J.K. SHAH & CO. Chartered Accountants Place : Baroda (H.B. SHAH) Dated : 18.8.2000 Partner



	Principal terms of loans and assets charged as security 1. Term Loans The principal terms of Term Loans sanctioned by Institutions/Banks for the Company (as on 10.07.2000) are Date Amount Outstanding Rate of Repayment Security Sanctioned Sanctioned Amount Interest Schedule (Rs. Lakhs) As on July 10th, 2000 (Rs. Lakhs) IDBI Bank November 330 243.31 PLR + 1.5 % + Repayment by i) Exclusive charge over toll collections of Limited 12th, 1999 Int. Tax (Effective way of 24 Kishangadh Bye Pass project. Rate = 16.32 % + instalments of Int. Tax) Rs. 13.75 lacs ii) Equitable Mortgage of land admeasuring each beginning 15,752 Sq. Mts. situated at R. S. No. 187 from 30.04.2000 Block No. 185 Moje Sevasi, Tal and Dist. Baroda. iii) Equitable mortgage of landed property admeasuring 5 acres and situated at Khasra No. 15/16, 110/16 Bhopal in the name of M/s. Classic Inns iv) Personal Guarantee of Mr. Ashok Khurana, Mrs. Manju Khurana and Mr. C. Mohanan. v) Third party guarantee of M/s. Classic Inns The Baroda September 150 20.20 18% P.A. 40 Monthly i) Equitable mortgage of 707, Sterling Center, People's 30th, 1999 Instalment R.C. Dutt road, Alkapuri, Baroda of the Co Op Bank of Rs. 3,75,000 Company. Limited with Interest each beging ii) Equitable Mortgage of B-503, "Star", from 27th April, Appartment, Opp. Old Padra Road, Akota, 2000, Baroda of Smt. Manju A. Khurana. iii) Equitable mortgage of 901, 902,,903, Gunjan Complex, Gorwa Road, Baroda belonging to Amir A. Khurana Corporation March, 55 29.69 4% above 48 Monthly i) All the fixed Assets of the company (Present Bank 5th, 2000 PLR i.e. 17% Instalments & Future) Comprising plant & machineries/ (Ex. Tax) at from the date of construction equiptments/vehicals and other Present subject first release movables-The Said property is given as to revision from security for term loan as well as working time to time capital loan. ii) Equitable mortage of collateral securities in the shape of three properties belonging to different promoters valued at Rs. 43.16 lacs. Corporati March 4.10 2.43 4% above PLR 36 Quarterly Hypothecation of Tata Siera on Bank 5th 2000 HPL i.e. 17% (Ex. Tax) Ins. of at Present subject Rs. 14,636/- to revision from time to time 1. Working Capital Arrangements : The Company has following working capital facilities : Name of Bank Nature Working capital Interest Rate Working capital utilised sanctioned till July 10th, 2000 (Rs. Lakhs) (Rs. in Lacs) Corporation Bank Overdraft Limit 50.00 4 % p.a. above PLR i.e. 17 % 76.16 (Ex. Tax) at present subject to revision fromtime to time Corporation Bank Cheques / Drafts Purchase 4 % p.a. above PLR i.e. 17 % Nil (DBC / BDD) 100.00 (Ex. Tax) at present subject to revision from time to time Corporation Bank Bank Guarantee 950.00 Commission at the prescribed rates. 895.07 The advance will be secured by : 1. All the fixed Assets of the Company (Present & Future) comprising plant & machinaries / construction equipments / vehicles and other movables excluding those specifically charged to NBFCs. 2. The entire stock & book debts of the company. 3. Personal Guarantee of Ashok M. Khurana, Manju A. Khurana & C. Mohanan, directors of the company. 4. Equitable mortgage of (i) Residential Bunglow at Plot No. 1 & 5, S. No. 676 Gotri Village, Baroda (ii) Property Survey No. 503 1,2,7,8 Plot No. 88, Basement Building at Neelam Appartment, admeasuring 3150 sq. feet (iii) office premises at National plaza. 5. Term Deposit of Rs. 26.50 lacs / NSC of Rs. 2.10 Lacs & L.I.C. of Rs. 3.50 Lacs.



	C. Statutory and other information MINIMUM SUBSCRIPTION If the Company does not receive minimum subscription of 90% of the amount payable on application on the date of closure of the Issue or the subscription level falls below 90% after the closure of the issue on account of cheques having being returned unpaid or withdrawal of applications, MSK shall forthwith refund the entire amount received. If there is a delay beyond 8 days after the date from which MSK becomes liable to pay the amount, MSK shall pay interest as per the Act. EXPENSES OF THE ISSUE The expenses of the present Issue payable by MSK , which include brokerage, fees to the Lead Manager and Registrars to the Issue, printing and publication expenses, listing fees, distribution and other miscellaneous expenses are estimated at Rs.35 Lakhs and will be met by MSK partly out of the proceeds of the present Issue. FEE PAYABLE TO THE LEAD MANAGER TO THE ISSUE The total fee payable to the Lead Manager to the Issue will be as per the Memorandum of Understanding signed with the Lead Managers, SOBHAGYA CAPITAL OPTIONS LIMITED, copies of which are available for inspection at the Registered Office of the Company. FEE PAYABLE TO THE REGISTRARS TO THE ISSUE The fee payable to the Registrars to the Issue, as per their offer letter is kept open for inspection at the Registered Office of MSK. The Registrars will be reimbursed with all relevant out-of pocket expenses such as cost of stationery, communication expenses etc. Adequate funds will be provided to the Registrars to enable them to send refund orders/letters of allotment by registered post. Brokerage will be paid by the Company @ 1.50 % on the issue price of the shares on the basis of allotments made against applications bearing the stamp of a member of any recognised stock exchange in India in the Brokers column in the application form. Brokerage at the same rate will be payable to the Bankers to the Issue in respect of allotments made against applications provided the relevant application forms bear their respective stamps in the brokers column. In case of tampering or over stamping of brokers/agents codes on the application form the issuer's decision to pay brokerage in this respect will be final and no further correspondence would be entertained in this regard. PREVIOUS PUBLIC/ RIGHTS ISSUE The Company has not issued shares to the Public in the past. ISSUE OF SHARES AND DEBENTURES OTHERWISE THAN FOR CASH The Company has not issued shares and debentures otherwise than in cash except as mentioned elsewhere in the Prospectus PREVIOUS COMMISSION AND BROKERAGE The Company has not paid commission and/or brokerage in the past. OUTSTANDING DEBENTURES AND REDEEMABLE PREFERENCE SHARES There are no outstanding Debentures / Redeemable Preference Shares issued by MSK . OPTION TO SUBSCRIBE Except as otherwise stated in the Prospectus, the Company has not entered into nor does it, propose to enter into any contract or arrangement whereby any option or preferential right of any kind has been or is proposed to be given to any person to subscribe for any shares in or debentures of the Company. OPTION TO SUBSCRIBE IN DEMATERIALISED FORM The investors have an option to subscribe to the shares of MSK Limited either in the physical form or in dematerialised form. REVALUATION OF ASSETS The Company has not revalued its assets. CLASSES OF SHARES The authorised share capital of MSK is Rs 10,50,00,000 (Rupees Ten crores Fifty lacs only ) divided into 105,00,000 Equity Shares of Rs.10/- each. There is no other class of shares of MSK .		CAPITALISATION OF PROFITS The Company has made following bonus issues since inception Timing of the No. of Bonus Amount capitalised Bonus Bonus Issue Shares issued from the undistri- ratio (Rs.) buted profits (Rs.) 03/09/1996 7,20,897 72,08,970 5 : 13 03/03/1999 14,54,645 1,45,46,450 14 : 25 10/07/2000 12,35,547 1,23,55,470 11 : 43 PURCHASE OF PROPERTY : Save as elsewhere stated in this Prospectus and save in respect of the property purchased or acquired or to be purchased or acquired under the contracts referred to under the heading "Material Contracts" there is no property which the company has purchased or acquired or proposes to purchase or acquire which is to be paid for wholly or partly out of the proceeds of the present issue or the purchase or acquisition of which has not been completed on the date of the issue of this Prospectus, other than property: a. the contract for the purchase or acquisition whereof was entered into in the ordinary course of the Company's business, such contract not being made in contemplation of the issue nor the issue in consequence of the contract; b. in respect of which the amount is not material. The company has not purchased any property in which any of its Promoters and / or Directors, have any direct or indirect interest in any payment made thereof. INTEREST OF DIRECTORS AND PROMOTERS The promoters and directors do not have any interest / business dealings with the Company other than the following : All the Directors of MSK may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board and of Committees thereof, reimbursement of expenses as well as to the extent of other remuneration, if any, payable to them under the Articles. All the Directors may also be deemed to be interested to the extent of equity shares, if any, already held by them and / or their friends and relatives in MSK , or that may be subscribed for and allotted to them, out of the present issue in terms of this Prospectus and also to the extent of any dividend payable to them and other distributions in respect of the said equity shares. The Directors may also be regarded as interested in the equity shares, if any, held or that may be subscribed by and allotted to the companies, firms and trust in which they are interested as directors, members, partners, and / or trustees. The promoters may also be deemed to be interested to the extent of purchase of property as described above. PAYMENT OR BENEFIT TO PROMOTERS & OFFICERS Except as stated elsewhere in this Prospectus, no amount or benefit has been paid or given since the inception of MSK or indicated to be paid or given to the promoter or any officer of MSK, save as normal remuneration for services rendered as directors, officers or employees of MSK, and other expenses incurred in the normal course of business. APPOINTMENT OF MANAGING DIRECTOR AND WHOLETIME DIRECTOR In accordance with the provisions of sections 269,309, 310, 314 read with Schedule XIII and all other applicable provisions, if any, of the Act, and with the approval of the shareholders at their Annual General Meeting, Mr. ASHOK KHURANA was appointed as the Managing Director , Mrs. MANJU KHURANA was appointed as the Executive Director and also C.Mohanan as executive director w.e.f.01.04.1999 for a period of five years on the following terms and conditions and remuneration: SHRI ASHOK KHURANA 1) Period : 5 years w.e.f. 1st January, 1999 2) Remuneration : a) Salary : Rs. 25000/- p.m. including Dearness and other allowances.



	b) Commission : 1% of the Net Profit of the company subject to a ceiling of 50% of the salary. c) Perquisites : Perquisites may be allowed in addition to salary and /or commission or both but perquisites shall be restricted to an amount equal to the annual salary. Unless the context otherwise requires, perquisites are classified into three categories A, B and C follows : Category A : This will comprise House Rent Allowance, leave travel concession, medical reimbursement, fees of clubs and personal accident insurance. The se may be provided for as under : 1) Housing I : The expenditure by company on hiring unfurnished accommodation for the appointee will be subject to following ceilings: 60 % (Sixty Percent) of the salary, over and above 10 % payable by the appointee. Housing II : In case the accommodation is owned by the company, 10 % of the salary of the appointee shall be deducted by the company. Housing III : In case no accommodation is provided by the company, appointee shall be entitled to House rent allowance subject to ceilings laid down in Housing I. 2) Medical Reimbursement : Expenses incurred for self and family subject to ceiling of one month's salary in a year of three months salary over a period of three years. 3) Leave Travel Concession : For self and family, once in a year in accordance with the rules of the company. 4) Club Fees : Fees of clubs subject to maximum of two clubs. This will not include admission and life membership fees. 5) Personal Accident Insurance : Premium not to exceed Rs. 4000/- p.a. Category : B 1. Contribution to Provident Fund, Superannuation fund, Annuity Fund will not be included in computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under. The Income Tax Act. Gratuity payable should not exceed half a month salary for each completed year of services. 2. Encashment of leave at the end of tenure will not be included in the computation of the ceiling of the perquisites. Category : C Provision of car for use on company's business and telephone at residence will not be considered as perquisites. Personal long distance call and use of the car for the private purpose shall be billed by the company to the individual appointee concerned. SMT. MANJU A. KHURANA 1) Period : 5 years w.e.f. 1st January, 1999 3) Remuneration : a) Salary : Rs. 10000/- p.m. including Dearness and other allowances. b) Commission : 1% of the Net Profit of the company subject to a ceiling of 50% of the salary. c) Perquisites : Perquisites may be allowed in addition to salary and/or commission or both but perquisites shall be restricted to an amount equal to the annual salary. Unless the context otherwise requires, perquisites are classified into three categories A, B and C follows : Category A : This will comprise House Rent Allowance, leave travel concession, medical reimbursement, fees of clubs and personal accident insurance. The se may be provided for as under : 2) Housing I : The expenditure by company on hiring unfurnished accommodation for the appointee will be subject to following ceilings: 60 % (Sixty Percent) of the salary, over and above 10 % payable by the appointee.		Housing II : In case the accommodation is owned by the company, 10 % of the salary of the appointee shall be deducted by the company. Housing III : In case no accommodation is provided by the company, appointee shall be entitled to House rent allowance subject to ceilings laid down in Housing I. 6) Medical Reimbursement : Expenses incurred for self and family subject to ceiling of one month's salary in a year of three months salary over a period of three years. 7) Leave Travel Concession : For self and family, once in a year in accordance with the rules of the company. 8) Club Fees : Fees of clubs subject to maximum of two clubs. This will not include admission and life membership fees. 9) Personal Accident Insurance : Premium not to exceed Rs. 4000/- p.a. Category : B 1. Contribution to Provident Fund, Superannuation fund, Annuity Fund will not be included in computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under. The Income Tax Act. Gratuity payable should not exceed half a month salary for each completed year of services. 2. Encashment of leave at the end of tenure will not be included in the computation of the ceiling of the perquisites. Category : C Provision of car for use on company's business and telephone at residence will not be considered as perquisites. Personal long distance call and use of the car for the private purpose shall be billed by the company to the individual appointee concerned. SHRI C. MOHANAN 1) Period : 5 years w.e.f. 1st January, 1999 4) Remuneration : a) Salary : Rs. 14000/- p.m. including Dearness and other allowances. b) Commission : 1 % of the Net Profit of the company subject to a ceiling of 50 % of the salary. c) Perquisites : Perquisites may be allowed in addition to salary and /or commission or both but perquisites shall be restricted to an amount equal to the annual salary. Unless the context otherwise requires, perquisites are classified into three categories A, B and C follows : Category A : This will comprise House Rent Allowance, leave travel concession, medical reimbursement, fees of clubs and personal accident insurance. The se may be provided for as under : 3) Housing I : The expenditure by company on hiring unfurnished accommodation for the appointee will be subject to following ceilings: 60 % (Sixty Percent) of the salary, over and above 10 % payable by the appointee. Housing II : In case the accommodation is owned by the company, 10 % of the salary of the appointee shall be deducted by the company. Housing III : In case no accommodation is provided by the company, appointee shall be entitled to House rent allowance subject to ceilings laid down in Housing I. 10) Medical Reimbursement : Expenses incurred for self and family subject to ceiling of one month's salary in a year of three months salary over a period of three years. 11) Leave Travel Concession : For self and family, once in a year in accordance with the rules of the company. 12) Club Fees : Fees of clubs subject to maximum of two clubs. This will not include admission and life membership fees. 13) Personal Accident Insurance : Premium not to exceed Rs. 4000/- p.a.



			or otherwise is dividend into difference classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 106 and 107 of the act, be modified, commuted, affected, abrogated, dealt with or varied with the consent in writing of the holders of not less than three fourth of the issued capital of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of that class and all the provisions hereinafter contained as to general meeting shall mutatis mutandis apply to every such meeting. This Article is not to derogate from any power the Company would have if this Article was omitted. The rights conferred upon the holders of the shares (including preference shares if any) of any class issued with preferred or other rights or privileges shall unless otherwise expressly provided by the terms of the issue of shares of that class, be deemed not to be modified, commuted, affected, abrogated dealt with or varied by the creation of issue of further shares ranking pari passu therewith. CLAUSE NO. : 12 FURTHER ISSUE OF SHARES : 1) Where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further shares whether out of unissued share capital or out of increased share capital then : a) Such further shares shall be offered to the persons who at the date of the offer, are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that date. b) Such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than thirty days from the date of the offer and the offer is not accepted, will be deemed to have been declined. c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to them in favour of any other person and the notice referred to in sub clause (b) hereof shall contain a statement of this right. PROVIDED THAT the Directors may decline, without assigning any reason, to allot any shares to any person in whose favour any member may renounce the shares offered to him. d) After the expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose off them in such manuer and to such person(s) as they may think, in their sole discretion fit. 2) Notwithstanding anything contained in sub clause (1) thereof, the further shares aforesaid may be offered to any persons (whether or not those persons include the persons referred to in clause (a) sub clause (1) hereof) in any manner what so ever. a) If a special resolution to that effect is passed by the Company in General Meeting; or b) Where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may be ) in favour of the proposal contained in the resolution moved in that general meeting (including the casting vote, if any, of the Chairman) by members who, being entitled so to do, vote in person or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf, that the proposal is most beneficial to the Company. 3) Nothing is sub clause (c) of clause (1) hereof shall be deemed; a) To extend the time within which the offer should be accepted; or b) To authorise any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation. 4) Nothing in this Article shall apply to the increase of the subscribed
	Category : B 1. Contribution to Provident Fund, Superannuation fund, Annuity Fund will not be included in computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under. The Income Tax Act. Gratuity payable should not exceed half a month salary for each completed year of services. 2. Encashment of leave at the end of tenure will not be included in the computation of the ceiling of the perquisites. Category : C Provision of car for use on company's business and telephone at residence will not be considered as perquisites. Personal long distance call and use of the car for the private purpose shall be billed by the company to the individual appointee concerned. MAIN PROVISIONS OF ARTICLES OF ASSOCIATION CLAUSE NO. : 4 INCREASE OF CAPITAL BY THE COMPANY AT HOW CARRIED INTO EFFECT : The Company may in General Meeting, from time to time by ordinary resolution, increase its capital by creation of new shares which may be unclassified and may be classified at the time of issue in one or more classes and of such amount or amounts as may be deemed expedient. The new shares shall be issued upon such terms and conditions with such rights and privileges annexed thereto as the resolution shall prescribe and in particular, such shares may be issued with a preferential or qualified right to dividends and in the distribution of asset of the Company and with a right of voting at General Meeting of the Company in confirmity with Sections 87 and 88 of Act. Whenever the Capital of the Company has been increased under the provisions of this Article, the Directors shall comply with the provisions of Section 97 of the Act. CLAUSE NO. : 8 REDUCTION OF CAPITAL : The Company may (Subject to the previsions of Section 78, 80 and 100 to 105, both inclusive and other applicable provisions, if any of Act) from time to time by special resolution reduce (a) the share capital (b) any capital redemption reserve account or (c) any share premium account in any manner for the time being, authorised by law and in particular capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to derogate from any power company would have, if it were omitted. CLAUSE NO. : 9 CONSOLIDATION DIVISION, SUB DIVISION AND CANCELLATION OF SHARES : Subject to the provisions of Section : 94 of the Act, the Company in General Meeting may from time to time by an ordinary resolution after conditions of its Memorandum as follows : a) Consolidate and divide all or any of its share capital into shares of large amount than its existing shares. b) Sub divide its shares or any of them into shares of smaller amount than fixed by the Memorandum, so however, that in the sub division the proportion between the amount paid and the amount, if any, unpaid on such reduce shares shall be the same as it was in the case of the share from which the reduced share is derived. c) Cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. A cancellation of shares in pursuance of this sub clause shall not be deemed to be reduction of share capital within the meaning of the Act. Whenver the Company shall do any one or more of the things provided for in the foregoing sub clauses (a), (b) and (c), the Company shall within thirty days thereafter give notice thereof to the Registrar as required by Section 95 of the Act, specifying, as the case may be, the shares consolidated, divided, sub divided or cancelled. CLAUSE NO. : 10 MODIFICATION OF RIGHTS : Wherenever the capital, by reason of the issue of the preference shares



			the forfeiture be liable to pay and shall forthwith pay to the Company on demand all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture with interest thereon from the time of the forfeiture until payment, at such rate not exceeding eighteen per cent per annum as the Board of Directors may determine and the Board of Directors may enforce the payment of such moneys or any part thereof, if it thinks fit, but shall not be under any obligation to do so. CLAUSE NO. : 51 EFFECT OF FORFEITURE : The forfeiture of a share shall involve the extinction at the time of the forfeiture of all interest in and all claims and demand against the Company in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved. CLAUSE NO. : 52 POWER TO ANNUAL FORFEITURE : The board of Directors may at any time before any share so forfeited shall have been sold, re- allotted or otherwise disposed off, annual the forfeiture thereof upon such conditions as it thinks fit. CLAUSE NO. : 22 SHARE CERTIFICATE : A) Every member or allottee of shares shall be entitled, without payment to receive one certificate for all the shares of the same class registered in his name. The share certificates shall be issued in marketable lots only without payment. Every share certificate shall specify the name of the person in whose favour it is issued, the share certificate number and the distinctive number(s) of the shares to which its relates and the amount paid up thereon. Such certificate shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company of its letter of allotment or its fractional coupons of requisite value, save in cases of issue against letters of acceptance or of renunciation or in cases of issue of bonus shares PROVIDED THAT if the letter of allotment is lost or destroyed, the Board may impose such reasonable terms, if any, as it thinks fit, as to evidence and indemnity and the payment of out of pocket expenses incurred by the Company in investigating the evidence. If any member shall require additional certificates he shall pay for each additional certificate (not being in the marketable lot) such sum not exceeding One Rupee as the Directors shall determine. The Certificates if title too shall be issued under the seal of the Company and shall be signed in conformity with the provisions of the Companies (Issue of Share Certificates) Rules, 1960 or any statutory modification or re-enactment thereof for the time being in force. Printing of blank forms to be used for issue of share certificates and maintenance of books and documents relating to issue of Share Certificate shall be in accordance with the provisions of the aforesaid rules. Such certificates of title to shares shall be delivered within two months after the allotment and within one month after the application for the registration of the transfer of any such shares unless the conditions of issue of share provide otherwise. B) Any two or more joint allottees or holders of shares shall, for the purpose of this Article, be treated as a single member and the certificate of any share which may be the subject of joint ownership, may be delivered to any one of such joint owners on behalf of all of them. CLAUSE NO. : 41 COMPANY TO HAVE LIEN ON SHARES : The Company shall have a first and paramount lien upon all shares (other than fully paid up shares registered in the name of each member, whether solely or jointly with others) and upon the proceeds of sale thereof, for all moneys (Whether presently payable or not), called or payable at a fixed time in respect of such shares and no equitable interests in any share shall be created except upon the footing and condition that this Article is to have full legal effect. CLAUSE NO. : 42 AS TO ENFORCING LIEN BY SALE :
	capital of the Company caused by the exercise of an option attached to the debenture issued or loans raised by the Company : i) To convert such debentures or loans into shares in the Company; or ii) To subscribe for shares in the Company (whether such option is conferred in these Articles or otherwise). PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term : a) Either has been approved by the Central Government before the issue of the debentures or the raising of the loans or is in confirmity, with the Rules, if any, made by that Government in this behalf; and b) In the case of debentures or loans or other than debentures issued to or loans obtained from Government or any institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the Company in General Meeting before the issue of the debentures or the raising of the loans. FORFEITURE OF SHARES : CLAUSE NO. : 44 IF MONEY PAYABLE ON SHARE NOT PAID NOTICE TO BE GIVEN: If any member fails to pay the whole or any part of any call or any instalment of a call on or before the day appointed for the payment of the same or any such extension thereof, the Board of Director may, at any time thereafter, during such time as the call for instalment remains unpaid, give notice to his requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment. CLAUSE NO. : 46 FORM OF NOTICE : The notice shall name a day (not being less than one month from the day of the notice) and a place or places on and at which such call or instalment and such interest thereon at such rate not exceeding eighteen per cent per annum as the Directors may determine and expenses as aforesaid are to be paid. The notice shall also state that in the event of the non payment at or before the time and at the place appointed, shares in respect of which the call was made or instalment is payable will be liable to be forfeited. CLAUSE NO. : 47 IN DEFAULT OF PAYMENT SHARES TO BE FORFEITED : If the requirements of any such notice as aforesaid are not complied with any share or shares in respect of which such notice has been given may at any time thereafter before payment of all calls or instalments, interests and expenses due in respect thereof, be forfeited by a resolution of the Board of Directors to that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited shares and not actually paid before the forfeiture. CLAUSE NO. : 48 NOTICE OF FORFEITURE TO A MEMBER : When any share shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register of Members, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make any such entry as aforesaid. CLAUSE NO. : 49 FORFEITED SHARE TO BE THE PROPERTY OF THE COMPANY AND MAY BE SOLD : Any share so forfeited, shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed off, either to the original holder or to any other person, upon such terms and in such manner as the Board of Directors shall think fit. CLAUSE NO. : 50 MEMBER STILL LIABLE TO PAY MONEY OWING AT THE TIME OF FORFEITURE AND INTEREST : Any member whose shares have been forfeited shall notwithstanding



	The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien for the purpose of enforcing the same PROVIDED THAT no sale shall be made : a) Unless a sum in respect of which the lien exists is presently payable or ; b) Until the expiration of thourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. For the purpose of such sale, the Board may cause to be issued a duplicate certificate in respect of such shares and may authorise one of their members to execute a transfer thereof on behalf of and in the name of such members. c) The purchaser shall not be bound to see the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. TRANSFER & TRANSMISSION OF SHARES : CLAUSE NO. : 57 NO TRANSFER TO MINOR : The Board shall not issue or register a transfer of any shares for a minor (except in case when they are fully paid) or insolvent or person of unsound mind. CLAUSE NO. : 58 FORM OF TRANSFER : The Instrument of transfer of any share shall be in the prescribed form under the Companies (Central Government) General Rules and Forms, 1956 and in accordance with the requirements of Section : 108 of the Act. CLAUSE NO. : 59 APPLICATION FOR TRANSFER : A) An application for registration of a transfer of the shares in the Company may be either by the transferor or the transferee. B) Where the application is made by the transferor and relates to partly paid shares, the transfer shall not be registered unless the Company gives notice of the application to the transferee and the transferee makes no objection tot he transfer within two weeks from the receipt of the notice. C) For the purpose of clause (b) above notice to the transferee shall be deemed to have been duly given if it is despatched by prepaid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered in the ordinary course of post. CLAUSE NO. : 60 EXECUTION OF TRANSFER : The instrument to transfer of any share shall be duly stamped and executed by or on behalf of both the transferor and the transferee and shall be attested. The transferor shall be deemed to remain the holder of such share until the name of the transferee shall have been entered in the Register of Members in respect thereof. PROVIDED THAT registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except where the Company has lien on shares. CLAUSE NO. : 61 TRANSFER BY LEGAL REPRESENTATIVES : A transfer of share in the Company of a deceased member thereof made by his legal representative shall, although the legal representative is not himself a member be as valid as if he had been a member at the time of the execution of the instrument of transfer. CLAUSE NO. : 62 REGISTER OF MEMBERS WHEN CLOSED : The Board of Directors shall have power on giving not less than seven		days previous notice by advertisement in some newspaper circulating in the district in which the registered office of the Company is situated to close the Register of Members and / or the Register of Debenture Holders at such time or times and for such period or periods not exceeding thirty days at a time and not exceeding in the aggregate forty five days in each year as it may seem expedient to the Board. CLAUSE NO. : 63 DIRECTORS MAY REFUSE TO REGISER TRANSFERS : Subject to the provisions of Section 111 of the Act or any statutory modification thereof and subject to the provisions of Section 22A of the Securities Contracts (Regulation) Act, 1956 as in force from time to time, the Directors may at any time in their own absolute and uncontrolled discretion decline to register or acknowledge any transfer of any share giving reasons therefor and in particular may so decline in any case in which the Company has a lien upon the shares desired to be transferred or any call or instalment regarding any of them remain unpaid or unless the transferee is not approved by the Directors and such refusal shall not be affected by the fact that, the proposed transferee is already a member, the registration of transfer shall be conclusive evidence of the approval of the Director of the transferee. CLAUSE NO. : 64 DIRECTORS MAY REFUSE ANY APPLICATION FOR SPLIT OR CONSOLIDATION OF CERTIFICATE(S) : Subject to the power of the Directors stated in Article 63 and the provisions of this clause, transfer of Shares / Debentures, in whatever lot should not be refused. However, the Company may refuse to split a Share Certificate / Debenture Certificate into several scrips of very small denominations or to consider a proposal for transfer of Share / Debentures comprised in a Share Certificate / Debenture Certificate to several parties, involving such spliting if on the face of its such splitting / transfer appears to be unreasonable or without a genuine need or a marketable lot. CLAUSE NO. : 65 NOTICE OF REFUSAL TO BE GIVEN TO TRANSFEROR AND TRANSFEREE : If the Company refused to register the transfer of any shares or debentures or transmission of any right therein, the Company shall within one month from the date on which the instrument of transfer or intimation of transmission was delivered with the Company send notice of refusal to the transferee and the transferor or to the person giving the intimation of the transmission as the case may be giving reasons for such refusal and thereupon the provisions of section 111 of the Act and statutory modification or re-enactment thereof for the time being in force shall apply. CLAUSE NO. : 66 DEATH OF ONE OR MORE JOINT HOLDERS OF SHARES : In case of the death of any one or more of the persons names in the Register of Members as the Joint holders of any share, the survivor of survivors shall be the only persons recognized by the Company as having any title or interest in such share, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares held by him with any other person. CLAUSE NO. : 67 TITLES TO SHARE OF DECEASED MEMBER : The executors or administrators of a deceased member or holders of a Succession Certificate or the legal representatives in respect of the shares of a deceased member (not being one of two or more joint holders) shall be the only persons recognised by the Company as having any title to the shares registered in the name of such members and the Company shall not be bound to recognise such executors or administrators or holders of a succession certificate or the legal representatives unless such executors or administrators or legal representatives shall have first obtained Probate or Letters of Administration or Succession Certificate as the case may be from a duly constituted Court in the Union of India provided that in any case where the Board of Directors in its absolute discretion thinks fit, the



	Board upon such terms as to indemnity or otherwise as the Directors may deem proper dispense with production of Probate or Letters of Administration or Succession Certificate and register under Article 73 shares standing in the name of a deceased member, as a member. CLAUSE NO. : 68 REGISTRATION OF PERSONS ENTITLED TO SHARES OTHERWISE THEN BY TRANSFER (Transmission clause) : Subject to the provisions of Article 66, any person becoming entitled to any share in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by the transfer in accordance with these Articles, may with the consent of the Board of Directors (which it shall not be under obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under these Articles or of his title, as the Board of Directors shall require and upon giving such indemnity as the Directors shall require either be registered as member in respect of such shares or elect to have some person nominated by him and approved by the Board of Directors registered as members in respect of such shares. PROVIDED NEVERTHELESS the if such person shall elect to have his nominee registered, he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so, he shall not be free from any liability in respect of such shares, this clause is herein referred to as "THE TRANMISSION CLAUSE". CLAUSE NO. : 69 REFUSAL TO REGISTER NOMINEE : Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse to register a person entitled by transmission to any share of his nominee as if he were the transferee named in an ordinary transfer presented for registration. CLAUSE NO. : 70 PERSON ENTITLED MAY RECEIVE DIVIDEND WITHOUT BEING REGISTERED AS MEMBER : A person entitled to a share transmission shall subject to the right of the Directors to retain such dividends or money as is herein after provided be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share. CLAUSE NO. : 71 NO FEE ON TRANSFER OR TRANSMISSION : No fee shall be charged for registration of transfer, Probate, Succession Certificate and Letters of administration, Certificate of Death or Marriage, Power of Attorney or similar other documents. CLAUSE NO. : 72 TRANSFER TO BE PRESENTED WITH EVIDENCE OF TITLE : Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by such evidence as the Board may require to prove the title of the transferor, his right to transfer the shares and generally under and subject to such conditions and regulations as the Board may, from time to time, prescribe and every registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the Board. CLAUSE NO. : 73 THE COMPANY NOT LIABLE FOR DISCHARGE OF A NOTICE PROHIBITING REGISTRATION OF A TRANSFER : The Company shall incur no liability or responsibility whatever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof as shown or appearing in the Register of Members to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend to give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability		whatsoever for refusing or neglecting to do so, though it may have been entered or referred to in some book of the Company, but the Company shall nevertheless, be at liberty to regard and attend to any such notice and give effect thereto if the Board of Directors shall so think fit. CLAUSE NO. : 98 QUORUM : Five members entitled to vote and present in person shall be quorum for General Meeting and no business shall be transacted at the general meeting unless the quorum requisite be present at the commencement of the meeting. A body corporate being a member shall be deemed to be personally present if it is represented in accordance with Section 187 of the Act. The President of India or the Governor of a State being a member of the Company shall be deemed to be personally present if he is presented in accordance with Section 187A of the Act. VOTES OF MEMBERS : CLAUSE NO. : 113 RESTRICTION ON EXERCISE OF VOTING RIGHTS OF MEMBERS WHO HAVE NOT PAID CALLS : No member shall exercise any voting rights in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has exercised any right of lien. CLAUSE NO. : 114 NUMBER OF VOTES TO WHICH MEMBER ENTITLED : Subject to the provisions of Article 112 every member of the Company, holding any equity share capital and otherwise entitled to vote shall, on a show of hands when present in person (or being a body corporate present by a representative duly authorised) have one vote and on a poll, when present in person (including a body corporate by a duly authorised representative) or by an agent duly authorised under a Power of Attorney or by proxy, his voting right shall be in proportion to his share of the paid up equity share capital of the Company. Provided however, if any preference share holder be present at any meeting of the Company, save as provided in clause (b) of sub section (2) of Section 87, he shall have a right to vote only on resolutions before the meeting which directly affect the rights attached to his preference shares. A member is not prohibited from exercising his voting rights on the ground that he has not held his shares or interest in the Company for any specified period proceeding the date on which the vote is taken. CLAUSE NO. : 117 REPRESENTATION OF BODY CORPOARTE : A) A body corporate (whether a Company within the meaning of the Act or not) may, if it is a member or creditor of the Company (including a holder of debentures) authorise such person as it thinks fit by a resolution of its Board of Directors or other Governing Body, to act as its representative at any meeting of the Company or any class of members of the Company or at any meeting of the creditors of the Company or debenture holders of the Company. A person authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if it were an individual member, creditor or holder of debentures of the Company. The production of a copy of the resolution referred above, certified by Director or the Secretary of such body corporate before the commencement of the meeting shall be accepted by the Company as sufficient evidence of the validity of the said representative's appointment and his right to vote thereat. B) Where the President of India or the Governor of a State is a member of the Company, the President or as the case may be, the Governor may appoint such person as he thinks fit to act as his representative at any meeting of the Company or at any meeting of any class of members of the Company and such a person shall be entitled to exercise the same rights and powers, including the right to vote by proxy, as the President or as the case may be, the Governor could exercise as a member of the Company.



	CLAUSE NO. : 118 VOTE IN RESPECT OF DECEASED OR INSOLVENT MEMBERS : Any person entitled under the transmission Article to transfer any share may vote any General Meeting in respect thereof in the same manner as if he was the registered holder of such shares provided that at least forty eight hours before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Directors of the rights to transfer such shares and give such indemnity (if any) as the Directors may require unless the Directors shall have previously admitted his right to vote at such meeting in respect thereof. CLAUSE NO. : 120 RIGHTS OF MEMBERS TO USE VOTES DIFFERENTLY : On a poll taken at a meeting of the Company a member entitled to more than one vote or his proxy or other persons entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. CLAUSE NO. : 123 NO PROXY TO VOTE ON SHOW OF HANDS : No Proxy shall be entitled to vote by a show of hands. CLAUSE NO. : 124 INSTRUMENT OF PROXY WHEN TO BE DEPOSITED : The instrument appointing a proxy and the Power of Attorney of Authority (if any) under which it is signed or a notarially certified copy of that Power of Attorney or Authority, shall be deposited at the Registered Office of the Company forty eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. CLAUSE NO. : 125 FORM OF PROXY : Every instrument of proxy whether for a specified meeting or otherwise shall as nearly as circumstances will admit be in the form set out in Schedule : IX to the Act and signed by the appointer or his attorney duly authorised in writing or if the appointer is a body corporate be under its seal or be signed by any officer or attorney duly authorised by it. CLAUSE NO. : 126 VALIDITY OF VOTES GIVEN BY PROXY NOTWITHSTANDING REVOCATION OF AUTHORITY : A vote given in accordance with the terms of instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of any Power of Attorney under which such proxy was signed or the transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death, insanity, revocation or transfer shall have been received by the Company at the Registered Office before the commencement of the meeting or adjourned meeting at which the proxy is used provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of proxy and of the same not have been revoked. CLAUSE NO. : 127 TIME FOR OBJECTION TO VOTE : No objection shall be made to the qualification of any vote or to the validity of a vote except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote, whether given personally or by proxy, not disallowed at such meeting shall be valid for all purposes and such objection made in due time shall be referred to the Chairman of the meeting. CLAUSE NO. : 128 CHAIRMAN OF ANY MEETING TO BE THE JUDGE OF VALIDITY OF ANY VOTE : The Chairman of any meeting shall be the sole judge of the validity of		every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll. The decision of the Chairman shall be final and conclusive. PROCEEDINGS OF DIRECTORS : CLAUSE NO. : 82 POWER OF BORROW : Subject to the provisions of Section 58A, 292 and 293 of the Act and of these Articles the Board of Directors may from time to time at its discretion by a resolution passed at a meeting of the Board, borrow, accept, deposits from members either in advance of calls or otherwise and generally raise or borrow or secure the payment of any such sum or sums of money for the purpose of the Company from any source. PROVIDED THAT, where the moneys to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) exceeds the aggregate of the paid up capital of the Company and its free reserves (not being reserves set apart for any specific purpose) the Board of Directors shall not borrow such money without the sanction of the Company in general meeting. No debt incurred by the Company in excess of the limit imposed by this Article shall be valid or effectual unless the lender proves that he advanced the loan in good faith and without knowledge that the limit imposed by this Article had been exceeded. CLAUSE NO. : 169 POWER OF BOARD MEETING : A meeting of the Board of Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions which by or under the Act or these Articles or the regulations for the time being of the Company are vested in or exercisable by the Board of Directors generally. CLAUSE NO. : 174 GENERAL POWERS OF MANAGEMENT VESTED IN DIRECTORS: The business of the Company shall be managed by the Directors who may exercise all such powers of the Company and do all such acts and things as are not by the Act or any other Act or by the Memorandum or by the Articles of Company required to be exercised by the Company in General Meeting. Subject nevertheless to any regulation of these Articles or the provisions of the Act or any other Act and to such regulation being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meeting but no regulations made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made, provided that the Board of Directors shall not except with the consent of the Company in General Meeting; a) sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking; b) remit or give time for the payment of any debt due by a Director. c) invest, otherwise than in trust securities, the amount of compensation received by the Company in respect of the compulsory acquisition, of any such undertaking as is referred to in clause (a) or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time; d) borrow moneys, where moneys to be borrowed, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) will exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose; or e) contribute to charitable and other funds not directly relating to the business of the Company or the welfare of its employees any amounts the aggregate of which will, in any financial year, exceed fifty thousand rupees or five percent of its average net profits as determined in accordance with the provisions of Section 349 and 350 of the Act during the three financial years immediately



			10) To make and give receipts, release and other discharge for moneys payable to the Company and for the claims and demands of the Company. 11) Subject to the provisions of Section 291(1), 295, 370 and 372 and other applicable provisions of the Act and these Articles, to invest and deal with any moneys of the Company not immediately required for the purpose thereof, upon such security (not being the shares of this Company) or without security and in such manner as they may think fit and from time to time to vary or realise such investment. Save as provided in Section 49 of the Act, all investments, shall be made and held in the Company's own name. 12) To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability whether as principal or surety, for the benefit of the Company, such mortgage of the Company's property (present and future) as they think fit and any such mortgage may contain a power of sale and other powers, provisions, convenants and agreements as shall be agreed upon. 13) To open bank accounts and to determine from time to time who shall be entitled to sign, on the Company's behalf, bills, notes, receipt, acceptances, endorsements, cheques, dividend warrants, release, contracts and documents and to give the necessary authority for such purpose. 14) To distribute by way of bonus amongst the staff of the Company a share or shares in the profits of the Company and do give to any Director, officer or other person employed by the Company a commission on the profits of any particulars business or transaction and to charge such bonus or commission as a part of working expenses of the Company. 15) To provide for the welfare of Directors or Ex-Directors or employees or ex-employees of the Company and the wives, widows and families of the dependents or connections of such persons by building or contributing to the building of houses, dwellings or chawls or by grants of money, pension, gratuities, allowances, bonus or other payments or by creating and from time to time, subscribing or contributing to provident and other associations, institutions any by providing or subscribing or contributing towards places of instructions and recreation, hospitals, dispensaries, medical and other attendance and other assistance as the Board shall think fit and subject to the provisions of Section 293(1) (e) of the Act, to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or objects which shall have any moral or other claim to support or aid by the Company either by reason of locality of operation or the public and general utility or otherwise. 16) Before recommending any dividend, to set aside, out of the profits of the Company, such sums as they may think proper for depreciation or the depreciation fund or to an insurance fund or as reserve fund or sinking fund or any special or other fund or funds or account or accounts to meet contingencies or to repay redeemable preference shares, debentures or debenture stock or for special dividends or of equalizing dividends for repairing, improving, extending and maintaining any part of the property of the Company and such other purposes (including the purposes referred to in the preceeding clause) as the Board may, in their absolute discretion think conducive to the interest of the Company and subject to Section 292 of the Act, to invest the several sums so set aside or so much thereof as required to be invested, upon such investments (other than share of this Company) as they may think fit and from time to time to deal with and vary such investments and dispose off and apply and expend all or any part thereof the benefit of the Company, in such manner and for such purposes as the Board in their absoluted discretion think conducive to the interest of the Company notwithstanding that the matters to which the Board apply or upon which they expend the same or any part thereof or upon which the capital moneys of the Company might rightly be applied or expended and to divide the General Reserve or Reserve Fund into such special funds as the Board may think fit with full power to transfer the whole or any
	proceeding, which is greater, provided that the Company in General Meeting or the Board of Directors shall not contribute any amounts to any political party or for any political purpose to any individual or body: i) Provided that in respect of the matter referred to in clauses (d) and (e) such consent shall be obtained by a resolution of the Company which shall specify the total amount upto which moneys may be borrowed by the Board under clause (d) or as the case may be, total amount which may be contributed to charitable or other funds in any financial year under clause (e). ii) Provided further that the expression "temporary loans" in clause (d) above shall means loans repayable on demand or within six months from the date of the loan such as short term cash credit arrangements, the discounting of bills and the issue of other short term loans of a seasonal character, but does not include loans raised for the purpose of financing expenditure of a capital nature. CLAUSE NO. : 176 CERTAIN POWERS OF THE BOARD : Without prejudice to the general powers conferred by the last preceeding Article and so as not in any way to limit or restrict those powers and without prejudice to the other powers conferred by these Articles but subject to the restrictions contained in the last preceeding Articles, it is hereby declared that the Directors shall have the following powers, that is to say, power : 1) To pay the costs, charges and expenses preliminary and incidental to the formation, promotion, establishment and registration of the Company. 2) To pay and charge to the Capital Account of the Company any commission or interest, lawfully payable thereout under the provisions of Sections 76 and 208 of the Act. 3) Subject to Section 292 and 297 and other applicable provisions of the Act, to purchase or otherwise acquire for the Company any property, rights or privileges which the Company is authorised to acquire at or for such price or consideration and generally on such terms and condition as they may think fit in any such purchase or other acquisition, accept such title as the Director may believe or may be advised to be reasonably satisfactory. 4) At their discretion and subject to the provisions of the Act, to pay for any property, rights or privileges by or services rendered to the Company, either wholly or partially in cash or in shares, bonds, debentures, mortgages or other securities of the Company and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon and any such bonds, debentures mortgages or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged. 5) To secure the fulfilment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such manner as they may think fit. 6) To accept from any member, so far as may be permissible by law, a surrender of his shares or any part thereof, on such terms and conditions as shall be agreed. 7) To appoint any person to accept and hold in trust for the Company property belonging to the Company or in which it is interested or for any other purposes and to execute and to do all such deeds and things as may be required in relation to any such trust and to provide for the remuneration of such trustee or trustees. 8) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officer of otherwise concerning the affairs of the Company and also to compound and allow time for payment on satisfaction of any debts due and of any claim or demands by or against the Company and to refer any difference to arbitration and observe the terms of any awards made therein either according to Indian Law or according to foreign law and either in India or abroad and observe and perform or challenge any award made therein. 9) To act on behalf of the Company in all matters relating to bankruptcy, insolvency, winding up and liquidation of companies.



	portion of a Reserve Fund or division of Reserve Fund to another Reserve fund and / or division of a Reserve Fund and with full power to employ the assets constituting all or any of the above funds including the depreciation fund in the business of the Company or in purchase or repayment of redeemable preference shares, debentures or debenture stock and without being bound to keep the same separate from the other assets and without being bound to pay interest on the same with power however to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper. 17) To appoint and at their discretion remove or suspend such general managers, managers, secretaries, assistants, supervisors, scientists, technicians, engineers, consultants, legal , medical or economic advisers, research workers, labourers, clerks, agents and servants for permanent, temporary or special services as they may from time to time think fit and to determine their powers and duties and to fix their salaries or emoluments or remuneration and to acquire security in such instances and to such amounts as they may think fit and also from time to time provide for the management and transactions of the affairs of the Company in any specified locality in India or eleswhere in such manner as they think fit. 18) From time to time and at any time to establish any Local Board for managing any of the affairs of the Company in any specified locality in India or elswhere and to appoint any person to be members of such Local Boards or managers or agencies and to fix their remuneration. 19) Subject to Section 292 of the Act, from time to time and at any time, to delegate to any persons so appointed any of the powers, authorities and discretions for the time being vested in the Board, other than their powers to make calls or to make loans or borrow moneys and to authorise the members for the time being of such Local Board or any of them to fill up any vacancies therein and to act notwithstanding vacancies and such appointment or delegation may be made on such terms subject to such conditions as the Board may think fit and the Board may at any time remove any person so appointed and may annul or vary any such delegation. 20) At any time and from time to time by Power of Attorney under the Seal of the Company, to appoint any person or persons to be the Attorney or Attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these presents and excluding the power to make calls and excluding also, except in their limits authorised by the Board, the power to make loans and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit and any such appointments may (if the Board thinks fit be made in favour of the members of any Local Board established as aforesaid or in favour of any company or the shareholders, Directors, nominees or managers of any company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board and any such Power of Attorney may contain such powers for the protection of convenience of persons dealing with such Attorneys as the Board may think fit and may contain powers enabling any such delegated attorneys as aforesaid to sub delegate all or any of the powers, authorities and discretion for the time being vested in them. 21) Subject to Section 294, 297, 300 and other applicable provisions of the Act, for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company, to enter into all such negotiations and contracts and rescined and vary all such contracts and execute and do all such acts, deeds and thing in the name and on behalf of the Company as they may consider expedient. 22) From time to time to make, vary and repeal bye-laws for the regulations of the business of the Company, its officers and servants. 23) To purchase or otherwise acquire any lands, buildings, machinery, premises, hereditaments, property, effects, assets, rights, credits, royalties, business and goodwill of any joint stock company carrying on the business which the Company is authorized to		carry on in any part of India. 24) To purchase, take on lease for any term or terms of years or otherwise acquire any factories or any land or lands, with or without buildings and out houses thereon, situate in any part of India, at such price or rent and under and subject to such terms and conditions as the Directors may think fit and in any such purchase, lease or other acquisition to accept such title as the Directors may believe or may be advised to be reasonable satisfactory. 25) To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as it may think proper all or any part of the buildings, machinery, goods, stores, produce and other movable property of the Company, either separately or co-jointly, also to insure all or any portion of the goods, produce machinery and other articles imported or exported by the Company and to sell, assign surrender or discontinue any policies of asurance effected in pursuance of this power. 26) To purchase or otherwise acquire or obtain license for the use of and to sell, exchange or grant license for the use of any trade mark, patent, invention or technical know-how. 27) To sell from time to time any articles, materials, machinery, plants stores and other articles and things belonging to the Company as the Board may think proper and to manufacture, prepare and sell waste and bye products. 28) From time to time to extend the business and undertaking of the Company by adding, altering or enlarging all or any of the buildings, factories, workshops, premises, plant and machinery, for the time being the property of or in the possession of the Company or by erecting new or additional building and to expend such sum of money for the purpose aforesaid or any them as may be thought necessary or expedient. 29) To undertake on behalf of the Company any payment of all rents and the performance of the convenants, conditions and agreements contained in or reserved by any lease that may be granted or assigned to or otherwise acquired by the Company and to purchase the reversion or reversions and otherwise to acquire the free hold simple of all or any of the hands of the Company for the time being held under lease or for an estate less than free hold estate. 30) To improve, manage, develop, exchange, lease, sell, resell and repurchase, dispose off, deal or otherwise turn to account, any property (movable or immovable) or any rights or privileges belonging to or at the disposal of the Company or in which the Company is interested. 31) To let, sell or otherwise dispose off, subject to the provisions of Section 293 of the Act and of the other Articles any property of the Company, either absolutely to conditionally and in such manner and upon such terms and conditions in all respects as it thinks fit and to accept payment of satisfaction for the same in cash or otherwise as it thinks fit. DIRECTORS : CLAUSE NO. : 130 NUMBER OF DIRECTORS : Until otherwise determined by a General Meeting of the Company and subject to the provisions of Section 252 of the Act, the number of Directors shall not be less than three and not more than twelve. CLAUSE NO. : 133 NOMINEE DIRECTORS : Notwithstanding anything to the contrary contained in the these Articles, so long as any moneys remain owing by the Company to the Industrial Credit and Investment Corporation of India Limited (ICICI) or to any other Finance Corporation or Credit Corporation or to any other Finance Company or Body out of any loans granted by them to the Company or so long as ICICI or any other Financing Corporation or Credit Corporation or any other Financing Company or Body (each of which ICICI or anyother Finance Corporation or Credit Corporation or any other Financing Company or Body is hereinafter in this Article referred to as "the Corporation") continue to hold debentures in the Company as a result of underwriting or by direct subscription or private placement or so long as the Corporation holds shares in the Company as a result



	of underwriting or direct subscription or so long as any liability of the Company arising out of any guarantee furnished by the Corporation on behalf of the Company remains outstanding, the Corporation shall have a right to appoint from time or time any person or persons as a Director or Directors, Whole-time or non-Whole-time (which Director or Directors is/are hereinafter referred to as "Nominee Director/s') on the Board of the Company and to the company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s. At the option of the Corporation, such Nominee Director/s shall not be required to hold any share qualification in the Company. Also at the option of the Corporation such Nominee Director/s shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company. The Nominee Director/s so appointed shall hold the said office so long as any moneys remain owing by the Company to the Corporation or so long as the Corporation holds debentures in the Company as a result of direct subscription or private placement or so long as the Corporation holds shares in the Company as a result of underwriting or direct subscription or the liability of the Company arising out of any guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately the moneys owing by the Company to the Corporation is paid off or on the Corporation ceasing to hold debentures / shares in the Company or on the satisfaction of the liability of the Company arising out of any guarantee furnished by the Corporation. The Nominee Director/s appointed under this Article shall be entitled to receive all notice of and attend all General Meetings, Board Meetings and of the Meetings of the committee of which the Director/s is / are member/s as also the minutes of such meetings. The Corporation shall also be entitled to receive all such notice and minutes. The Company shall pay to the Nominee Director/s sitting fees and expenses to which the other Director/s of the Company are entitled, but if any other fees, commission, moneys or remuneration in any form is payable to the Directors of the Company, the fees, commission, moneys and remuneration in relation to such Nominee Director/s shall accrue to the Corporation and same shall accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the Corporation or by such Nominee Director/s in connection with their appointment as Directorship, shall also be paid or reimbursed by the Company to the Corporation or as the case may be to such Nominee Director/s. Provided that if any such Nominee Directors/ is an Officer of the Corporation, the sitting fees in relation to such Nominee Director/s shall also accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Provided further that if such Nominee Director/s is an officer of the Reserve Bank of India the sitting fees in relation to such Nominee Director/s shall also accrue to IDBI and the same shall accordingly be paid by the Company directly to IDBI. Limit on number of retiring Directors. Provided also that in the event of the Nominee Director/s being appointed as Whole time Director/s, such Nominee Director/s shall exercise such powers and duties as may be approved by the Corporation and have such rights as are usually exercised or available to a Whole time Director in the management of the affairs of the Borrower, Such Nominee Director/s shall be entitled to receive such remuneration, fees, commission and moneys as may be approved by the Lenders. CLAUSE NO. : 138 QUALIFICATION SHARES : A Direct nee not hold any qualification shares. CLAUSE NO. : 139 REMUNERATION OF DIRECTORS : The remuneration of a Director for his service shall be such sum as
			may be fixed by the Board of Directors subject to a ceiling as may be prescribed by the Central Government from time to time for each meeting of the Board or a Committee thereof attended by him. The Directors subject to the sanction of the Central Government (if any required) may be paid such further remuneration as the Company in General Meeting shall, from time to time, determined and such further remuneration shall be divided among the Directors in such proportion and manner as the Board may from time to time determine and in default of such determination shall be divided among the Directors equally. Subject to the provisions of the Act, a Director who is either in the whole time employment of the Company or a Managing Director may be paid remuneration as provided in Section 198, 309, 310 and 311 of the Act and Schedule : XIII of the Act either by way of monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other. Subject to the provisions of the Act, a Directors who is neither in the Whole time employment of the Company nor a Managing Director may be paid remuneration as provided in Sections 198, 309, 310 and 311 of the Act and Schedule : XIII of the Act either : (i) by way of a monthly, quarterly or annual payment with the approval of the Central Government; or. (ii) by way of commission if the Company by special resolution authorize such payment. A Director may receive remuneration by way of fee for each meeting of the Board or a committee thereof attended by him as prescribed by Central Government. CLAUSE NO. : 149 ROTATION OF DIRECTORS : Not less than two thirds this of the total number of Directors shall (a) be persons whose period of the office is liable to termination by retirement of Directors by rotation and (b) Directors be appointed by the Company in General Meeting. CLAUSE NO. : 180 SECRETARY : The Directors may from time to time appoint and at their discretion, remove any individual (hereinafter called 'the Secretary") to perform any functions, which by the Act are to be performed by the Secretary and to execute any other ministerial or administrative duties, which may from time to time be assigned to the Secretary by the Directors. The Directors may also at any time appoint some person (who need not be the Secretary) to keep the registers required to be kept by the Company. The appointment of Secretary shall be made according to the provisions of the Companies (Secretary's Qualification) Rules, 1975. CLAUSE NO. : 182 DIVIDEND : DIVISION OF PROFITS a) Subject to the rights of persons, if any entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid but if and so long as nothing is paid upon any shares in the Company, dividends may be declared and paid according to the amounts of the shares. b) No amount paid or credited as paid on a share in advance of calls shall be treated for the purpose of this regulation as paid on the shares. CLAUSE NO. : 183 THE COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS : The Company in General Meeting may declare dividends, to be paid to members according to their respective rights and interest in the profits and may fix the time for payment and the Company shall comply with the provisions of Section 207 of the Act, but no dividends shall exceed the amount recommended by the Board of Directors but the



			accounts or to the credit of the profit and loss account or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. 2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (3) either in or towards i) paying up any amount for the time being unpaid on any shares held by such members respectively; ii) paying up in full unissued shares of the Company to be allocated and distributed, credited as fully paid up to and amongst members in the proportions aforesaid; or iii) partly in the way specified in such clause (i) and partly in that specified in sub clause (ii). 3) A share premium account and a capital redemption reserve account may, for the purpose of this regulation, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares. 4) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation. INDEMNITY : CLAUSE NO. : 219 DIRECTORS AND OTHER'S RIGHT TO INDEMNITY : Subject to the provisions of Section 201 of the Act, every Director or officer or servant of the Company or any person (whether an officer of the Company or not) employed by the Company as auditor, shall be indemnified by the Company against and it shall be the duty of the Directors, out of the funds of the Company, to pay all costs, charges, losses and damages which any such person may incur or become liable to by reason of any contract entered into or any act, deed, matter or thing done, concurred in or omitted to be done by him in any way in or about the execution or discharge of his duties or supposed duties (except such, if any, as he shall incur or sustain through or by his own wrongful act, neglect or default) including expenses and in particular and so as not to limit the generality of the foregoing provisions against all liabilities incurred by him as such Director, Officer or Auditor or other Officer of the Company in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 633 of the Act in which relief is granted to him by the Court. CLAUSE NO. : 220 DIRECTOR, OFFICER NOT RESPONSIBLE FOR ACTS OF OTHERS: Subject to the provisions of Section 201 of the Act, no Director, Auditor or other Officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or for joining in any receipt or other act for confirmity or for any loss or expenses happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damages arising from the insolvency or tortous act of any person, firm or company to or with whom any moneys, securities or effects shall be entrusted or deposited or any loss occassioned by any error or judgement, ommission, default or oversight on his part or for any other loss, damage or misfortune whatever shall happen in relation to execution of the duties of his office or in relation thereto unless the same shall happen through his own dishonesty. WINDING UP : CLAUSE NO. : 216 DISTRIBUTION OF ASSETS : If the Company shall be wound up and the assets available for distributing among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in the proportion to the capital paid up or which ought to have been paid up at the commencement of winding up, on the shares held by them
	Company may declare a smaller dividend in General Meeting. cLAUSE NO. : 185 INTERIM DIVIDEND : The Board of Directors may from time to time pay to the members such interim dividends as in their judgement the position of the Company justifies. cLAUSE NO. : 187 CAPITAL PAID UP IN ADVANCE AT INTEREST NOT TO EARN DIVIDEND : Where the capital is paid in advance of the calls upon the footing that the same shall carry interest such capital shall not, whilst carrying interest, confer a right to dividend or to participate in profits. CLAUSE NO. : 188 DIVIDENDS IN PROPORTION TO AMOUNT PAID UP : All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms, providing that it shall rank for dividends as from a particular date, such share shall rank for dividend accordingly. CLAUSE NO. : 189 NO MEMBER TO RECEIVE DIVIDEND WHILST INDEBTED TO THE COMPANY AND THE COMPANY'S RIGHT OF REIMBURSEMENT THEREOF : No member shall be entitled to receive payment of any interest or dividend or bonus in respect of his share or shares, whilst any money may be due or owing from him to the Company in respect of such share or shares (or otherwise however either alone or jointly with any other person or persons) and the Board of Directors may deduct from the interest or dividend to any member all such sums of money so due from him to the Company. CLAUSE NO. : 190 EFFECT OF TRANSFER OF SHARES : A transfer of shares shall not pass the right to any dividend declared therein before the registration of the transfer. CLAUSE NO. : 195 DIVIDEND TO BE PAID WITHIN FORTY TWO DAYS : The Company shall pay the dividend or send the warrant in respect thereof to shareholders entitled to the payment of dividend, within forty-two days from the date of the declaration unless : (a) When the dividend could not be paid by reason of the operation of any law. (b) Where a shareholder has given directions regarding the payment of the dividend and those directions can not be complied with. (c) Where there is a dispute regarding the right to receive the dividend. (d) Where the dividend has been lawfully adjusted by the Company against any sum due to it from shareholder; or (e) Where for any other reason, the failure to pay the dividend or to post the warrant within the period aforesaid was not due to any default on the part of the Company. CLAUSE NO. : 198 DIVIDEND IN CASH : No dividend shall be payable except in cash, provided that nothing in this Article shall be deemed to prohibit the capitalization of the profits or reserves of the Company for the purpose of issuing duly paid up bonus shares or paying up any amount for the time being unpaid on any shares held by members of the Company. CLAUSE NO. : 200 CAPITALISATION : 1) The Company in General Meeting may, upon the recommendation of the Board, resolve : (a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of the Company's reserve



	respectively and if in the winding up, the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of winding up, the excess shall be distributed amongst members in proportion to the capital at the commencement of the winding up, paid up or which ought to have been paid up on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions. SECRECY CLAUSE : CLAUSE NO. : 221 SECRECY CLAUSE : Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the Company shall, if so required by the Director before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matter thereto and shall, by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties, except when required to do so by the Directors or by law or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of provisions in these presents contained. CLAUSE NO. : 222 NO MEMBER TO ENTER THE PREMISES OF THE COMPANY WITHOUT PERMISSION : No member or other person (not being a Director) shall be entitled to visit or inspect any property or premises of the Company without the permission of the Board of Directors or Managing Director or to inquire discovery of or any information respecting any details of the Company's trading or any matter which is or may be in the nature of a trade secret, mystery of trade, secret process or any other matter which relate to the conduct of the business of the Company and which in the opinion of the Directors, it would be inexpedient in the interest of the Company to disclose. D. MATERIAL CONTRACTS AND DOCUMENTS The following contracts mentioned in Para A below (not being contracts entered into in the ordinary course of business carried on by MSK) are or may be deemed to be material contracts. Copies of these contracts along with documents referred to in Para (B) below have been attached to the copy of this Prospectus delivered to the Registrar of Companies, Gujarat for registration and may be inspected at the Registered Office of MSK between 11.00 a m and 1.00 p m on any working day until the closing of the Issue. (A) MATERIAL CONTRACTS 1. Letter to SOBHAGYA CAPITAL OPTIONS LIMITED dated _____ appointing them as Lead Manager, and Memorandums of Understanding signed with them dated _________. 2. Memorandum of Understanding signed with M/s. ANURAG SERVICES PVT. LIMITED, Registrars to the Issue appointing them as such. 3. Agreement dated ________ between MSK, M/s. PINNACLE FINANCE LIMITED and Central Depository Services (India) Limited for dematerialisation of shares (B) DOCUMENTS FOR INSPECTION 1. Memorandum and Articles of MSK as amended up to date. 2. Certificate of Incorporation of MSK dated December 20th, 1994
			3. Resolution passed under Section 81(1A) of the Act, at the EGM of the Company held on ________________________. 4. Consents from the Directors, Compliance Officer, Auditor, Lead Manager, Registrar and Bankers to the Issue and Bankers to the Company, to act in their respective capacities. 5. Auditors Report dated ________ and letter dated ____ from M/s. CHANDRAKANT SEVENTILAL & J. K. SHAH & CO., Chartered Accountant, certifying the availability of tax benefits as mentioned in this Prospectus. 6. Copies of the Annual Reports of the last 5 accounting years of the Company 7. Copies of initial listing application made to the Stock Exchanges at Mumbai, Vadodara & Ahmedabad dated _______. 8. Letters from Mumbai Vadodara & Ahmedabad Stock Exchange for permission to use their names in the Prospectus. 9. Copies of the Resolution appointing Mr. ASHOK M. KHURANA as the Managing Director 10. Copies of Power of Attorneys dated ________ from Directors to sign the Prospectus on their behalf. 11. SEBI Observations dated ___________ issued by SEBI in respect of this Prospectus . PART III DECLARATION We declare that all the relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government have been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 1956 and rules thereunder. We, the directors of MSK Limited declare and confirm that no information / material likely to have a bearing on the decision of the investors in respect of the equity shares offered in terms of the prospectus has been suppressed/withheld and/or incorporated in the manner that would amount to misstatement /misrepresentation and in the event of it transpiring at any point of time till allotment/refund as the case may be that any information / material has been suppressed/withheld and or amounts to misstatement /misrepresentation we undertake to refund the entire application money to all the subscribers within seven days thereafter without prejudice to the provisions of the section 63 of the Act The Issuer 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 Issuer and that anyone placing reliance on any other source of information would be doing so at his/her own risk Signed by the Directors SHRI ASHOK KHURANA SHRI MANJU KHURANA SHRI C. MOHANAN SHRI SANJAY P. SHAH SHRI SANT PANDYA SHRI V.R.KHURANA *Through their duly constituted attorney, SHRI MAYUR PARIKH Place : VADODARA Date :