Regd Office : 63, Rafi Ahmed Kidwai Road,

Calcutta 700 016

Phone : (033) 244 0838/249 1390

Fax No.: (033) 245 2909

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer 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 offering. For taking an investment decision investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this document.

Investors are advised to read the summarised and detailed statement of Risk Factors in Page Nos. i and ii ISSUER'S

The Issuer, having made all reasonable enquiries, accepts responsibility for, and confirms that this Offer Document contains all information with regard to the Issuer and the Issue, which is material in the context of the issue, that the Information contained in this Offer Document is true and correct in all material 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.

ISSUE OPENS ON :

Shares of the Company are presently listed at Calcutta Stock Exchange. The Company proposes to list the further issue of equity shares only at Calcutta Stock Exchange.

ABBREVIATIONS USED IN THE PROSPECTUS

INTERNAL :

1.Promoters of the issuer company are first generation entrepreneurs. This being the first major venture of the promoters, exposes the investors to the associated risk.

2.Part of the project cost will be met out of the proposed issue. Any delay in the issue may adversely affect the implementation schedule/profitability of the project.

Management Perception : Sufficient provisions has been made in the cost of the project to take care of any cost escalation. The management is hopeful of commencing the project on schedule.

3.The issuer Company is yet to receive the eligibility certificate from West Bengal Industrial Development Corporation (WBIDC).

4.Funds for working capital requirement have not been assessed by Company's Banker and are based on Company's own estimates.

Management Perception : The Company has already made an application for working capital limits to Indian Overseas Bank, Wood Street Branch, Calcutta.

5.The Company is yet to place order for miscellaneous fixed assets worth Rs.229.00 lakhs.

6.The  Company  is yet to obtain the  necessary  permission  from Durgapur  Projects  Ltd.  for supply of water  for  the  proposed plant.

Management  Perception  : The Company has made the necessary  application  for supply  of  water and expects to get the permission by the month  of  December '99.

7. The  Company  is  yet to appoint  personnel  proposed  for  its project.

Management Perception : The Company has already appointed important  personnel for  its projects. The management does not foresee any problem  in  recruiting the requisite number of personnel for the project as and when necessary.

8. The  Company is yet to receive NOC from West  Bengal  Pollution Control Board.

Management  Perception : The Company has already received the provisional  NOC from West Bengal Pollution Control Board (WBPCB). Final NOC will be issued  by WBPCB only after the completion of the Project.

9. The  Company has not entered into any arrangement for  sale  of its product.

10. Investors  may  note that listing in Calcutta  Stock  Exchange only does not necessarily ensure liquidity.

EXTERNAL :

1. The Company will be affected as much as the industry is  influenced  by  Government policies and business cycles.  Any  adverse change  in the government policies in secondary steel sector  may affect the performance and profitability of the Company.

Management  Perception: The policies anounced by the Government for  secondary steel  industries are highly commendable and reform oriented.The Company  does not  foresee  any major adverse change in the Government policies in  the  near future, which can thwart the progress of these industries.

2.As  is normal and prevalent in any industry,  competition  from the  existing  and future domestic and international  market  may affect  the performance of the Company. The market for  the  finished products are highly competitive.

Management  Perception  : In view of growth of  infrastructure  industry,  the management does not foresee any shortfall in demand of its products.

3.Being  power  intensive, continuous availability  of  power  is critical for the operations of the unit.

Management Perception : The Company has already received in principle approval from Durgapur Projects Ltd. for supply of power.

NOTE :

1.Project  to manufacture mild steel cold deformed  twisted  bars and light structural products with an aggregate installed capacity of 90,750 tonne per annum.

2.Project  appraised and financed by Industrial Development  Bank of  India  (IDBI) by way of term loan to the  extent  of  Rs.1000 lakhs,  out of which Rs.500 lakhs has already been  disbursed  by IDBI.

3.The  project  is power intensive and Company will  be  supplied cheaper power from Durgapur Projects Ltd.

4.Other benefits viz. sales tax exemption for initial seven years and  also waiver of electricity duty for the first five years  of operations.

5.Close  proximity to the sources of supply of raw materials  and market for finished products would be an added advantage.

6.Listing at Calcutta Stock Exchange.

(Elegant Commerce Limited was incorporated on 26th December, 1981 under  the Companies  Act, 1956 with its Registered Office at Calcutta,  West  Bengal. The  company obtained the Certificate of Commencement of Business on 12th January,  1982  issued  by  the  Registrar  Of  Companies  West  Bengal  at Calcutta.)

As  per  the current Government regulations, Letter  of  Intent/  Industrial License  is  not required for the business carried on by  the  company.  The Company  has received necessary acknowledgement from Secretariat for  Industrial Assistance,  Entrepreneurial Assistance Unit, Ministry  of  Industry. Government  of  India vide their letter No.1489/SIA/IMO/98  dt.24th  August, 1998  for  the manufacture of Bars, Structurals & Heavy Rounds with  an installed capacity of 90750 MT.

Calcutta  Stock  Exchange has given its permission to use its name  in  this offer document as one of the Stock Exchanges on which the Company's securities are listed.They have scrutinised this offer document for their  limited internal  purposes of deciding on the matter of granting the aforesaid  permission to the Company. The Exchange does not in any manner :

i) Warrant, certify or endorse the correctness or completeness of any of the contents of this offer document, or

ii)  Warrant, that the Company's securities will be listed or will  continue to be listed on the respective Exchanges, or

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

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

The  promoters/directors viz. Shri Bipin Kumar Vohra, Shri Arjun Kumar  Santholia, and Shri  Pawan  Kumar  Rinwa  declare  and  confirm   that   no information/material likely to have bearing on the decision of the  investor in respect of the shares offered in terms of this prospectus/offer  document has  been suppressed/withheld and/or incorporated in the manner  that  would amount to misstatement/misrepresentation, the promoters/directors  undertake to refund the entire application monies to all the subscribers within 7 days thereafter,  without prejudice to the provision of Section 63 of the  Companies Act, 1956.

This  issue is made pursuant to Section 81 (1A) of the Companies  Act,  1956 (hereinafter  referred  to as "Act") by Special Resolution  passed  in  the Annual  General  Meeting held on 23rd August, 1999 held  at  the  registered office  of the Company. The Board of Directors have approved the issue by  a resolution passed at its meeting held on 27th July, 1999.

Applications  have been made to the Stock Exchanges at Calcutta for  permission to deal in, and for an official quotation of the new Equity Shares  now being offered by the Company in terms of this Prospectus.

A  copy  of  this prospectus of the Company  alongwith  the  documents required to be filed under Section 60 of the Act, will be delivered for registration to the Registrar of Companies, West Bengal.

Attention of the applicants is drawn to sub-section (1) of section 68 A of the act which is reproduced below :

The  company shall ensure despatch of refund orders of value upto  Rs.1500/-under  certificate of posting and refund orders over the value of  Rs.1500/- and  allotment letter/equity share certificates by registered post  only  to the first named applicant where there are joint applicants at the applicants sole  risk.  The Company, as far as possible, will allot the  equity  shares within 30 days from the closure of the subscription list and shall also make available  adequate funds to the Registrars to the issue for the purpose  of despatch of allotment letter/share certificates/refund orders stated above.

The  Company,  in  terms of the latest stock  exchange  listing  guidelines, agrees that-(a) as far as possible allotment of shares offered to the public shall  be made within 30 days of the closure of the public issue and (b)  it shall pay interest at the rate of 15% per annum if the allotment is not made and/or  refund  orders have not been despatched to the investors  within  30 days from the date of closure of the issue.

THE SUBSCRIPTION LIST WILL OPEN AT THE COMMENCEMENT OF THE BANKING HOURS AND WILL  CLOSE AT THE CLOSE OF BANKING HOURS ON THE DAYS AS MENTIONED BELOW  OR EARLIER AT THE DISCRETION OF THE BOARD OF DIRECTORS OF THE COMPANY  (HEREINAFTER REFERRED TO AS "THE BOARD") BUT NOT BEFORE THE CLOSE OF BANKING  HOURS ON THE DAY MENTIONED UNDER THE CAPTION "EARLIEST CLOSING".

6, Mangoe Lane

2nd Floor,

Calcutta - 700 001

Tel.No. (033) 220 0809/248 2248

Fax. No.(033) 248 4787

G.P.Agarwal & Company,

Chartered Accountants,

7A, Kiran Shankar Roy Road,

Calcutta - 700 001.

63, Rafi Ahmed Kidwai Road

Calcutta 700 016

Phone : 226 2374

Fax : 245 2909

As  the proposed issue is for equity shares, appointment of Trustees is  not required.

As  the  proposed issue is for Equity Shares, rating from  any  Rating Agency is not required.

The present issue of Equity Shares is not being underwritten.

A statement of the Board of Directors stating that -

(i)  all  monies received out of issue of shares to public shall  be  transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73;

(ii)  details  of all monies utilised out of issue referred in  sub  item  (i) shall be disclosed under an appropriate separate head in the Balance Sheet  of the  Company indicating the purpose for which such monies had  been  utilised; and

(iii)  details of all unutilised monies out of issue of shares,  if  any,referred  to in sub-item (i) shall be disclosed under an appropriate  separate head  in  Balance  Sheet of the company indicating the form  in  which  such unutilised monies have been invested.

1.  The  promoters, directors, their friends  and  relatives  and associates currently hold 83.37% of the paid-up equity capital of the  Company . After the Public Issue, they will hold  51.93%  of the Post-Issue Paid-up Capital of the Company.

2.i) The Equity shareholding pattern of promoters, their  friends relatives and associates will be as follows :

2.ii) Shareholding pattern of the Company is as follows:

3(a)The  Shareholding pattern of the Promoter/Promoter group  are as follows:

3 (b) Equity Share Capital comprising 25% of the post issued capital will be locked in as under :-

* 3 years from the date of allotment subject to a minimum period of 2 years from the date of allotment in the proposed issue or commencement of  commercial production whichever is later.

4 i) Name of ten largest shareholders as on ............ i.e. two years prior to the date of filing the prospectus with ROC.

ii) Name of ten largest shareholders as on ........... i.e.ten days prior to the date of filing the prospectus with ROC

iii) Name of ten largest shareholders as on a date of filing the  prospectus with ROC

5. In case of oversubscription, if the process of rounding off to the  nearest  multiple of 100 shares results  in  the  allocation being higher than the Equity shares offered,the Company may allot additional  Equity Shares upto a maximum of 10% of the net  offer to the public.

6.There has been no purchase/sale of shares by the promoter group during the last six months.

7.The Shareholders of the Company do not hold any warrant, option or convertible loan or any debenture which would entitle them  to acquire further shares of the Company.

8.  As  per clarification No. XI dated May 29,  1995  issued  by SEBI, if the issue is oversubscribed, a minimum of 50% of the net offer of securities to the public shall initially be made  available for allotment to individual applicants who have applied  for allotment of 1000 or less than 1000 shares and the balance 50% of the net offer shall initially be made available for allotment  to investors, including corporate bodies/ institutions, and individual  applicants who have applied for allotment of more than  1000 shares.  The unsubscribed portion of the net offer to any one  of the categories specified above shall be made available for allotment to applicants in other category, if so required.

9.The  subscription  by the promoters/Directors,  their  friends, relatives  and associates for equity shares to be allotted  under "D" above shall be brought in atleast one day before the  opening of the public issue. The Company would furnish a certificate from their  Auditor  confirming the contribution to SEBI.  The  Equity shares to be allotted to the Promoters under this category  shall be for a minimum amount of Rs.25,000/- in the case of individuals and Rs.1,00,000/- in the case of Corporate Bodies.

10. There are no buy back and stand-by arrangements as such  for purchase of securities by promoters, Directors and Lead  Merchant Banker.

11.The  Promoter group may pledge their equity shares with  banks or financial institutions as additional security for loans  whenever availed of by them from banks or financial institutions. The Promoter group shall at any time be entitled to transfer inter-se the locked-in-shares between them. Inter-se transfer between  the promoters  whose names are mentioned in the offer  document  only will  be permitted, provided that the requirement of the  lock-in period  guidelines  continue  to apply to  the  extent  initially prescribed.

12.No  single  applicant can make an application  for  number  of shares which exceeds the shares offered.

13. Marketable lot of Company's shares shall be 100 shares of Rs. 10/- each i.e. 100 share per share certificate.

14.There  are no Employees Stock Option Scheme/Plan  arrangements for purchase of shares/securities by employees of the Company.

The  Equity Shares hereby offered are subject to the terms of this  Prospectus,  the  application form and the Memorandum and Articles  of  Association (hereinafter referred to as the "Articles") of the Company and the Companies Act, 1956 (hereinafter referred to as "The Act").

The amount payable by an applicant shall be as follows:

(A) For Indian Resident Public.:

Where any applicant is allotted lesser number of equity shares than applied for, the excess amount paid on application will be refunded to the applicant in the manner stated elsewhere in the prospectus.

The Company agrees that -

a)as  far  as  possible allotment of securities  offered  to  the public shall be made within 30 days of the closure of the  public issue;

b)it  will pay interest @ 15% p.a.if the allotment has  not  been made and refund orders have not been despatched to the  investors within 30 days of the closure of the issue.

The  Equity Shares hereby offered are subject to the terms of this  Prospectus,  the Application Form, the provision of the Act and the Memorandum  and Articles  of Association (hereinafter referred to as the "Articles") of  the Company.  The  new  Equity Shares shall rank pari passu  with  the  existing Equity Shares of the Company in all respects except that the holders of  the Equity Shares now offered will be entitled to dividend, if any, which may be declared  or paid on the Equity Shares after allotment, only in the  proportion to the amount paid up on Equity Shares on pro-rata basis for the period during which such capital is paid-up.

Copies  of Prospectus and Application forms alongwith Memorandum  containing salient  features  of  the Prospectus may be obtained  from  the  Registered Office  of the Company, Lead Managers, Bankers to the Issue, Brokers to  the Issue named herein and from any of the branches of the Bankers to the  Issue as stated in the application form.

All applications duly completed must be delivered before the closure of  the subscription list to any of the Bankers to the issue or any of their branches  mentioned on the reverse of the application form and NOT to the  Company or to the Lead Managers or Registrars to the issue.

However,  the  Investors  from the places other than the  places  where  the authorised  collection  centers are located, can forward  their  application alongwith stockinvest to the Registrar to the Issue directly by Regd. Post with  acknowledgement  due and such application shall be dealt with  by  the Registrar to the Issue in the normal course.

Payment should be made in Cash or by Cheque/Bankdraft/Stockinvest and should be  drawn on any Bank (including a Co-Operative Bank) which is  situated  at and  is a member or sub-member of the Bankers Clearing House located at  the center  where the application is submitted. Payment over Rs.20,000/-  should be  made  in  cheque/draft/stockinvest only. Money  Orders  and  out-station Cheques/Bank Drafts will not be accepted.

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

In order to avoid any misuse of the Refund Orders, applicants are advised to indicate the details regarding their Saving Bank/Current Account number  and the name of the Bank and Branch with whom such account is held in the  space provided in the application form. Application forms not containing the above details are liable to be rejected.

Application must be made only:

a)  By Indian residents in India on the prescribed  Application Form (White Colour) accompanying the Memorandum containing  salient  features of the Prospectus and completed in accordance  with the instructions contained herein and in the Application Form and are liable to be rejected, if not so made.

b) IN BLOCK LETTERS IN ENGLISH, except signatures.

3. For a minimum of 200 Equity Shares and in multiples of  100 Equity Shares thereafter.

 

4. In single or joint names (not more than three) and

e) In the names of the individuals, limited companies or  statutory corporations, and Institutions and NOT in the names of NRIs, Foreign  nationals, Trusts (unless the Trust is registered  under the  Societies Registration Act of 1860 or any  other  applicable Trust  Laws  and  is authorised under its  constitution  to  hold shares  in the company), Minors, HUF's, Partnership Firms or  the nominees or agents or any of them.

f)  All  Cheques/Drafts accompanying the  application  should  be crossed  "Account Payee only" and be made payable to any  of  the bankers  to  the Issue with whom the application  is  lodged  and should  be  marked as: "A/C ECL - PUBLIC ISSUE"  (For  example  : Name  of the Bank - A/C ECL - PUBLIC ISSUE). Stockinvests  should be made payable to the Company i.e. Elegant Commerce Limited."

g)For  further  instructions, please read  the  application  form carefully.

Applicants, being individual investors and mutual funds only have the option to  use Stockinvest for applying for equity shares now offered in  terms  of this  Prospectus.  Stockinvest can be obtained from any  Bank  issuing  such instrument  in various denominations by making the  necessary  applications and  depositing the amounts with the respective banks. The  applicant  using the stockinvest should submit the application form to any of the Bankers  to the Issue before closing of the subscription list along with the stockinvest after filling in the appropriate amount.

The  Investor  may  approach the issuing bank for issue  of  stockinvest  of required denomination/s for payment of application money.

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

(a)Indicate  that he agrees to abide by the terms of  issue  and encashment of the STOCKINVEST.

(b)give irrevocable authority to his bank to mark a lien for  the value  of the STOCKINVEST against the balance held in his  saving/current/other deposit account.

(c)agree that the issuing bank will not be liable for any damages or consequences arising out of the loss of these instruments.

2.Banker's  lien  on the investor's deposit account  will  be automatically lifted when :

-a valid instrument is presented by the Controlling Branch of the Collecting Bank,

-the  cancelled Stock invest is surrendered by the  Investor,  or investor has not received the advice of allotment.

-After the expiry of the validity period ( i.e. 4 months) of  the STOCKINVEST.

3.The STOCKINVEST should bear "Account Payee" and "Non-negotiable crossing"  and will be payable only to the account of the  Issuer Company. Stockinvest is current for four months from the date  of its  issue indicated on its face and no amount can be claimed  on the  Stockinvest from the issuing bank branch unless it  is  presented  to  it within these four months.  Stockinvest  should  be utilized 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 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 for rejection.

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

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 would be submitted  along with the share application to the bank branch handling the issue. Investors  should ensure that each application is accompanied  by one and only one Stockinvest Certificate.

6.No  refund will be made to those applicants  using  Stockinvest for payment of application money.

7.In  case of non-allotment of shares, the cancelled  Stockinvest instrument  will be returned to the applicant within 30 days  of the  date of closing of the issue, who will have to approach  the issuing bank branch for lifting of lien.

The applicant may approach the banks concerned for obtaining Stockinvest and detailed instructions for the same.

The applicant using stockinvest should submit the Application Form alongwith the  instrument  to any of the Bankers to the issue or their  Branches  mentioned  in the Application Form. The stockinvest instruments are payable  at par at all the branches of the issuing bank and as such outstation  stockinvest  instruments  can  also be attached to the applications  Form,  if  the issuing Bank is having a branch at the place of submitting the application.

The applicant has to fill in the following particulars :

1)Title of the account i.e Elegant Commerce Limited;

2)The number of Equity Shares applied for;

3)The amount payable on the Shares applied for; and

4)The  name and address where the Stockinvest should be  returned in case of non-allotment.

The  instrument should thereafter be signed by the applicant.  It should  also bear the stamp of the bank issuing  the  instrument and  should be crossed "A/C. Payee" and made payable only to  the issuer  company "Elegant Commerce Limited". Service  charges  for issuing stockinvest must be borne by the applicant.

The  applicant should not fill in the portion to be filled up  by the  Registrars to the Issue (right hand portion of  the  instrument).  The Registrars to the Issue will fill up the right  hand portion of the stockinvest indicating the Equity Shares allotted to the applicant and also the amount calculated as follows :

a)In case of full allotment, the number of Equity Shares and  the amount  on the right hand side will be the same as the left  hand side of the instrument.

b)In  case of partial allotment, the number and the amount  after adjusting allotment money payable in respect of Equity Shares  so allotted, filled up by the Registrars (on the right hand side  of the instrument) will be less than or equal to the number and  the amount  filled up by the applicant (on the left hand side of  the instrument)

c)In case the allotment is nil, the number and the amount  filled up by the Registrars on the right side of the instrument will  be nil.

The  above information is given for the benefit of investors  and the Company is not liable for any modification of terms of STOCKINVEST or procedure thereof by issuing Banks.

i)In  case  of non-allottees (since applicant can  use  only  one stockinvest),  the Registrars to the Issue shall return  the  instrument  of the applicants with stamps of "CANCELLED"  and  "NOT ALLOTTED".

ii)On allotment/partial allotment, Registrars to the Issue  shall fill  in  the  amount which would be less than or  equal  to  the amount  filled in by the Investor before presenting the  Stockinvest to the respective issuing Banker for payment. The Bank  will lift the lien on the balance amount, if any.

iii)In  case  the  cancelled STOCKINVEST is not  received  by  an investor from the Registrars, lien will be lifted by the  Issuing Bank  on  expiry  of four months from the date of  issue  of  the STOCKINVEST against an Indemnity Bond from the Investor.

Registrars  to  the Issue have been authorised by the Company vide  a  board resolution passed on 11.9.99. to sign on behalf of the Company for realising the  proceeds  of the stock invest of the successful allottees or  to  affix non-allotment  advice on the instrument or to cancel the stockinvest of  the non allottees. The cancelled instrument will be returned by the  Registrars to the investors directly.

1.The Application Form number should be mentioned on the  reverse of the instrument through which the payment is made.

2.Applicants must insert particulars relating to his/her Savings/ Current  Bank Account number and the name of the Bank with  whom such account is held,in the box provided for this purpose in the application form to enable the Registrars to print the details in the  refund orders after the names of the Payee(s).  Applications not containing the above details are liable to be rejected.

3.A  separate cheque/stockinvest/bank draft must  accompany  each application form .

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

5.No  receipt will be issued for the application money.  However, the  Bankers  to the Issue and/or their branches  receiving  the application will acknowledge receipt by stamping and returning to the  applicant  the acknowledgement slip at the  bottom  of  each Application  Form.  For  further instructions,  please  read  the Application Form carefully.

6.Having regard to the provisions of Section 269SS of the  Income tax Act, 1961, the payment against the Application Monies  should not be effected in cash, if the amount to be paid is Rs. 20,000/- or  more  or if such application money together with  deposit  on loan with the Company (whether originally paid in cash or  otherwise) remaining unpaid, whether repayment has fallen due or  not, aggregate  Rs. 20,000/- or more. In case payment is  effected  in contravention of this, the application money will be refunded and no interest will be paid thereon.

An application may be made in single or joint names (not more than three  as aforesaid).  In  the case of such joint applications refund/pay  orders  (if any),  dividend warrants etc. and all other communications will be made  out in  favour  of the first named applicant and will be despatched  to  his/her address as stated in the Application Form.

In the case of applications under Power of Attorney or by limited  companies or corporate bodies or registered societies, the relevant Power of  Attorney or  the relevant authority, as the case may be to make the application or  a duly  certified copy thereof alongwith a copy of Memorandum and Articles  of Association  must be lodged separately, quoting the reference number of  the Application Form at the office of the Registrars to the issue simultaneously with  the  submission of the Application Form to the Bankers  to  the  issue failing which the application is liable to be rejected.

An applicant should submit only one application (and not more than one)  for the   total  number  of  shares  required.  Two  or  more  applications   in single/joint (not more than 3) names will be deemed to be multiple  applications if the sole and/or the first applicant is one and the same. The  Board of Directors reserves the right to reject in its absolute discretion all  or any of the multiple applications.

All applications duly completed must be delivered before the closure of  the subscription list to any of the Bankers to the issue or any of their branches  mentioned on the reverse of the application form and NOT to the  Company or to the Lead Managers or Co-Manager or Advisor or Registrars to the issue.

However,  the  Investors  from the places other than the  places  where  the authorised  collection  centers are located, can forward  their  application alongwith  stockinvest to the Registrar to the Issue directly by Regd.  post with  acknowledgement  due and such application shall be dealt with  by  the Registrar to the Issue in the normal course.

The Board reserves the right to reject applications in case applications are not made in terms of the prospectus. If any application is rejected in full, the  whole of the application money received will be refunded to the  applicant  and where an application is accepted in part, the  excess  application money, if any, will be adjusted towards the allotment money payable and  the balance application money, if any, thereafter will be refunded to the applicants  as  far as possible within 30 days from the date of  closure  of  the Subscription List and if such money is not so repaid, the Company and  every director  of the company who is an officer in default shall be  jointly  and severally  liable to repay that money with interest at the rate of  15%  per annum.

The  sum  received  in respect of the Public Issue will  be  kept  in separate  bank  accounts  and the Company will not  appropriate  the  funds unless  approval  of  Calcutta Stock Exchange for basis  of  allotment  and permission for listing of shares is available from Calcutta stock exchange .

The proceeds of the issue will be used for the purposes mentioned under  the objects of the issue. The sums received in respect of the public issue  will be kept in separate bank accounts and the Company will not utilise the  fund unless  approval from the Calcutta Stock Exchange is obtained for  allotment and listing of the shares is available.

Refunds  will be made by Cheques or Payorders drawn on the  Refund  Bankers. Such  cheques  or payorders will be payable at par at the center  where  the application was accepted. Bank Charges, if any, for encashing refund  orders /cheques  at any other place will be payable by the applicant. In  case  of joint  applications,  refund order, if any, will be made out  in  the  first applicant's name.

The Company shall ensure despatch of refund orders of value upto Rs.  1500/- by under certificate of posting and those over Rs.1,500/- and Share Certificate(s)/ Letters of allotment by Registered Post only and adequate funds for the purpose will be made available to the Registrars. In terms of the latest Stock Exchange listing guidelines, the company shall complete the  allotment of shares and refund of application money to the applicants as far as possible within a period of 30 days failing which the company will be required to pay interest @ 15% per annum for the delayed period.

Failure to pay, within the stipulated period, the amount due on allotment of the  shares shall render the allottee liable to pay interest thereon at  the rate of 15% per annum on the amount outstanding, from the last date due  for payment upto the date of actual payment. Further, the shares would be liable to  be forfeited and the Board would be at liberty to reissue the shares  to any other person(s).

Payment of interest @ 15% per annum on the excess application money for  the delayed  period beyond 30 days as will be made to the applicant as  per  the provisions of the Act, Guidelines issued by the Government of India,  Ministry  of  Finance, vide their letter no. F/8/6/SE/79 dated  21.07.83  and  as amended  vide their letter no. F/14/2/SE/85 dated 27.09.85 addressed to  the Stock Exchanges and the latest guidelines issued by the Stock Exchanges.

In  the  event of the issue being over-subscribed, the basis  of  allotment will  be  finalised  in consultation with the regional  stock  exchange  at Calcutta. Investors may note that in case of issue getting over-subscribed by  more than five times, a SEBI nominated public representative shall also be associated in the process of finalisation of the basis of  allotment.

In  the event of oversubscription, the allotment will be made on a  proportionate basis in marketable lots as given below:-

1.a) A minimum of 50% of the Net offer of securities to the public shall  initially  be made available for allotment  to  individual applicants who have applied for allotment of 1000 or less than 1000 shares;

b)  The  balance of 50% of the net offer of securities  to  the public  shall  initially  be made available  for  allotment  to investors, including corporate bodies/institutions and individual applicants  who have applied for allotment of more  than  1000 shares.

c)  The unsubscribed portion of the net offer to any one of  the categories  (a) or (b) shall/may be made available for  allotment to allotment to applicants in the other category, if so required.

2.  Applicants  will be categorised according to the  number  of Shares applied for.

3. The total number of Shares to be allotted to each category as a  whole  shall be arrived at on a proportionate basis  i.e.  the total  number of Shares applied for in that category (No.  of applicants  in  the category multiplied by the number  of  shares applied  for) multiplied by the inverse of the  oversubscription ratio.

4.  The number of Shares to be allotted to the successful  allottees  will  be  arrived at on a  proportionate  basis  (i.e.total number  of Shares applied for by each applicant in that  category multiplied by the inverse of the oversubscription ratio)

5.  All application where the proportionate allotment  works out to less than 100 shares per applicant the allotment shall  be made as follows :

(a) each successful applicant shall be allotted 100 shares; and

(b)  the  successful applicants out of the total  applicants  for that  category shall be determined by draw of  lots  in such a manner that the total number of Shares allotted in  that category  is equal to the number of shares worked out as per  (2) above.

6. If the proportionate allotment to an applicant works out to a number  that  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 so, it would be rounded off to the lower multiple of 100.

7.  If  the  Shares allocated on a proportionate  basis  to  any category  is more than the Shares allotted to  the  applicants in  that  category, the balance available Shares  for  allotment shall be first adjusted against any category, where the allocated Shares  are  not sufficient for proportionate  allotment  to  the successful applicants applying for the minimum number of Shares.

8. As, the process of rounding off to the nearer multiple of 100 may  result  in  the actual allocation being  higher  than  the Shares  offered, the final allotment may be higher upto 110%  of the size of the offering.

The  allotment  shall  be subject to allotment in marketable  lots,  on  a proportionate basis as explained below :

(a)  Application will be categorised according to the  number  of shares applied for.

(b) The total number of shares to be allotted to each category as a  whole shall be arrived at on a proportionate basis  i.e.  the total  number of shares applied for in that category  (number  of applicants in the category x number of shares applied for) multiplied by the inverse of the oversubscription ratio.

(c) All the applications where the proportionate allotment  works out  to less than 100 shares per applicant the allotment  shall be made as follows :

(i) Each successful applicant shall be allotted a minimum of  100 securities; and

(ii)The  successful  applicants out of the total  applicants  for that  category  shall be determined by drawl of lots in  such  a manner  that  the  total number of  shares  allotted  in  that category is equal to the number of shares worked out as per  (b) above.

(d) 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 be rounded  off  to  the lower multiple of 100. All applicants in such categories would be allotted shares arrived at after such rounding off.

(e)  If  the  shares allocated on a proportionate  basis  to  any category  is more than the shares allotted to  the  applicants  in  that category, the balance  available  shares  for allotment shall be first adjusted against any other  category,  where the allocated shares are not sufficient for  proportionate  allotment  to the successful applicants  in  that category.  The  balance  shares if any,  remaining  after  such adjustment will be added to the category comprising of  applicants applying for minimum number of shares.

(f) As the process of rounding off to the nearer multiple of  100 may  result in the actual allocation being higher  than  the shares  offered, it would be necessary to allow a  10%  margin i.e. the final allotment may be higher upto 110% of the size of the offering.

The  company  has been advised by M/s G.P.Agarwal &  Co.  ,  Chartered Accountants  , Auditor of the Company that under the  current  provisions of  the Income Tax Act, 1961 and other applicable tax laws for  the  time being  in  force, the following tax benefits will be  available  to  the company and its members :

1.Under Section 10(33) of the Income Tax Act, 1961 income  earned by  way  of dividends from another domestic company,  income  received in respect of units from Unit Trust of India and income in respect  of  units of a mutual fund specified u/s 10  (23)(D)  of Income  Tax  Act, 1961 are exempt from tax in the  hands  of  the Company.

2.Under Section 80HHC of the Income Tax Act, the Company will  be entitled to a deduction in respect of profits derived from export of goods computed in the manner specified in the section.

3.Under  the  provisions  of Section 80-IA of  the  I.T.Act,  the Company will be entitled to claim deduction to the extent of  30% of  the profits and gains derived from the New Industrial  Undertaking  (Rolling  Mill Project) at Asansol  Durgapur  Development Area, Dist.Burdwan, West Bengal. Subject to the conditions specified in the section for ten assessment years commencing with  the assessment  year relevant to the previous year in which  the  New Industrial Undertaking begins to manufacture or produce articles.

4.Under  provisions of Section 80JJAA of the Income Tax Act,  the Company would be entitled to deduction of an amount equal to  30% of  additional wages paid to new regular workmen employed by  the Company for THREE assessment years including the assessment  year relevant to the previous year in which such employment is provided.

5.Under  Section 115JAA of the Income Tax Act, 1961  the  Company will be entitled to carry forward a tax credit in respect of  tax paid on deemed income under Section 115JA [Minimum Alternate  Tax (MAT)]  upto  a period of the fifth assessment  year  immediately succeeding  the assessment year in which such tax credit  becomes allowable.

6.Under Section 35D of the Income Tax Act, subject to the  limits prescribed thereunder the Company will be entitled to a deduction equal  to one-fifth of certain specified  expenditure,  including expenditure  incurred on the present issue, for a period of  five successive  years beginning with the year in which the unit  commences production or operation.

1.Under  Section  10(33) of the Income Tax Act,  1961,  dividends paid  by  the Company are totally exempt from income tax  in  the hands of the shareholders.

2.As the dividend referred under the provisions of Section 115  O is  exempt  u/s  10(33) of Income Tax Act, 1961 no  tax  will  be deducted by the Company on such dividend payment.

3.Under Section 112 of the Income Tax Act, 1961, wherever indexed cost benefit is applicable, the tax payable by any shareholder of the  Company in respect of the long term capital gain arising  on transfer of the Company's share held for more than 12 months,  is limited  to  the  lower of 10% of the amount  of  capital  gains, computed without giving effect to indexed cost of acquisition  or 20% after giving effect to indexed cost of acquisition.

4.Members  will not be required to pay Wealth Tax in  respect  of the  value of the Equity Shares held in the Company, in  view  of their  exclusion  from the definition of "assets"  under  Section 2(ea) of the Wealth Tax Act, 1957.

5.Gift  of  shares of the Company made on or after  1st  October, 1998  are not liable to gift tax. This is in accordance with  the provisions of section 3(3) of the Gift Tax Act, 1958.

a.To  part finance the project of Rolling Mill unit in  Durgapur, west  Bengal for annual production of 34500 TPA of deformed  bars and 56250 TPA of structural and heavy rounds of different  diameters, angles, channels etc.;

b. To meet the requirements of margin money for working capital;

c. To meet the expenses of the present Issue.

The Company proposes to set up Rolling Mills having facilities for  manufacturing  of mild steel cold twisted deformed bars of 8 mm and 10 mm  diameter and  light  structural products (angles, channels etc.)  at  Durgapur,  West Bengal.  The  plant will have installed capacity of 34,500 TPA  of  deformed bars and 56,250 TPA of structural products.

The  details  of the cost of project and means of finance  as  appraised  by Industrial Development Bank of India (IDBI) are given hereunder :

(2) MEANS OF FINANCE:

Industrial Development Bank of India (IDBI) has appraised and sanctioned the term  loan  to  the extent of Rs.1000.00 lakhs vide  their  letter  Ref.No.: IDBI/ERO/7861/PFS  768  dated 1st December, 1998. The  Company  has  already received a disbursement of Rs.500.00 lakhs.

(3) WORKING CAPITAL : The  Working  Capital assessment have been drawn up in conformity  with  the normal trade practices regarding lead time for raw materials, stock etc. The Company's requirement of working capital has not been assessed by the Company's existing bankers or any financial institutions but has been assessed by the  Company itself. The working capital as per Company's own estimates  for the next three years are furnished below :-

Rs.in lakhs

To be financed as follows :- (Considered 3rd year's figure)

The  Company has already made an application for working Capital limits  to Indian Overseas Bank, Wood Street Branch, Calcutta. However the Company  is yet to receive approval for the same.

The  Company has already spent Rs.1140 lakhs on the project till 30th  September, 1999.

The details of the same is as below :-

Incorporated on 26th December, 1981 under the Companies Act, 1956 with its Registered  Office  at Calcutta, West Bengal. The  company  obtained  the Certificate of Commencement of Business on 12th January, 1982 issued by the Registrar Of Companies West Bengal, at Calcutta.

1.To carry on business as traders, exporters, agents, representatives,  dealers, producers, stockiest, importers or distributors of  industrial, commercial, agricultural, scientific,  household, domestic,  farm and forest products, goods, plants,  machineries, equipments,  apparatus, gadgets, appliances,  accessories,  spare parts  or other merchandise including tea, coffee, jute and  jute goods,  textiles,  cotton, cellulosic or synthetic  fiber,  silk, yarn,  wool and woolen goods, handicrafts, piece of arts,  jewellery,  ornaments, precious and semi-precious stones,  marble  and other  stones, steel, plastic,  rubber,  chemicals,  engineering goods,  metals, minerals, electronic, musical and  sports  goods, cloth, dresses, garments, transport vehicles, food products, live stocks,  books, reading and educative materials, paper and paper products.

2.To purchase, acquire hold and dispose of or otherwise deal  and invest  in any shares, debentures and other securities in  or  of any  company or companies, real estates or properties either  out of its own funds or out of funds that the company might borrow by issue of debentures or from bankers or otherwise howsoever in any other manner whatsoever.

The  Company has passed the necessary resolution u/s 149(2A) of the  Companies Act, 1956 and has obtained the approval of shareholders in the  Extraordinary general meeting held on 8th March, 1999.

The  subclause  (39) of the Clause III(c) of the Memorandum &  Articles  of Association  duly  incorporates  the various items of  description  of  the activities  the Company proposes to carry on. The Company is taking  necessary  steps  to bring the same clause into its main object.  The  subclause (39) of Clause III(c) is reproduced herein as below :

39.To carry on business as manufacturers, processors, re-rollers, refiners,  forgers, smelters, converters,  producers,  exporters, importers,  traders,  dealers, distributors,  stockiest,  buyers, sellers, agents or merchants in all kinds and forms of steel  and iron  casting,  steel including mild,  high  carbon,spring,  high speed, tool, alloy, stainless and special steel, iron, metals and alloys.   ingots,   billets,   bars,   joists,   rods,   squares, structural,tubes,  poles,  pipes, sheets, wires,  rails,  rolling materials,  rollers,  other materials made wholly  or  partly  of iron, steel, alloys and metals required in or used for  industrial,  agricultural,  transport,  commercial,  domestic,  building, power transmission and/or construction purposes.

The  Company is presently engaged in the trading business of iron  &  steel products and providing short term loans and advances.

The Past audited financial performance of the Company is as under :

(Rs. in Lacs)

The Ratios given below are audited :

Note : 1) EPS and Net Asset Value of shares are fully  diluted  and  are computed on position at the end of respective years.

2)  Return on Networth has been computed on basis of  networth  at the end of respective financial years.

1.Method of Accounting

a)The  accounts of the Company are prepared under the  Historical Cost  convention  using the accrual method of  accounting  unless otherwise stated hereinafter.

b)Accounting  Policies, not specially referred to are  consistent with generally accepted accounting principles.

2.Fixed Assets

a)Fixed  Assets have been stated at actual cost. The actual  cost is  inclusive  of freight, installation cost, duties,  taxes  and other incidental expenses.

b)Capital Work in Progress :

All revenue expenses incurred for acquiring, erecting and commissioning of fixed assets including interest on loans utilised  for meeting  capital expenditure and incidental expenditure  incurred during   commissioning  of  projects  are  shown  under   capital work-in-progress and allocated to the fixed assets on the completion  of  the projects. The advances given  for  acquiring  fixed assets are shown under capital work-in-progress.

3.Depreciation  has been provided as per W.D.V.basis at the  rate prescribed as per schedule XIV of the Companies Act, 1956. During the  year  under review the company has  changed  the  accounting Policy  related to depreciation as per Companies Act,  1956  from depreciation as per I.T.Act, 1961.

4.Investments are valued at cost.

5.Stock in trade is valued at cost.

6.No permanent employees of the Company is in continuous  service for  more than five years, therefore no liability in  respect  of Gratuity arises.

7.Bank  Balance (debit) of Rs.5362/- with Jammu &  Kashmir  Bank Ltd., Bombay is yet to be confirmed.

8.The Company has fully complied with Y2K norms.

9.The figures of previous year are regrouped/rearranged  wherever necessary.

10.Miscellaneous Expenditure are written off over a period of ten years.

Note  : There are no group Companies and no sales or purchases between  the Companies  in  the promoter group exceeding value of 10%  in  aggregate  of sales/purchases of the Company is subsisting as on date.

Income

----------

(Rs. in Lacs)

-----------------------------------

(Rs. in Lacs)

Auditors  of the Company have certified vide their certificate  dated  10th November,1999  that  the  above Taxation Statement is  in  accordance  with audited  financial statements and returns of income filed  with  Income-tax Department  for financial years ended on March 31, 1995, 1996, 1997,  1998, 1999.

*  The  Capitalisation Statement has been certified by  the  Auditors  vide their certificate dated 10th November, 1999.

Note :

Initially  the Company was concentrating on providing short term loans  and advances  and trading in securities.As such the income during  1997-98  and 1998-99 was from the said operations only.

1.  There has been no infrequent events/transactions during  the last 3 years.

2. The company does not envisage any major changes in the  relationship between the costs and revenues for the activities  under taken by the company.

3.The Company does not foresee any changes in the economic  policies  of  the country in the near future that  would  affect  the operations and profitability of the Company.

4.  Apart from the present business activities the company  proposes to set up a Rolling Mill unit.

5. The business of the Company is not seasonal in nature.

6.For  the  new  project, the Company will  face  competition  in domestic  market from the existing companies as well as from  new entrants.

7.The demand for mild steel cold deformed twisted bars and  light structural  is  large and increasing rapidly in the  domestic  as well as export market.

8.The  Company has not entered into any arrangement for  sale  of its  product. Required quantity of billet/bloom shall have to  be arranged  from external sources like DSP, TISCO and  other  integrated  steel  plants, depending upon economics. The  Company  is thus dependent on few suppliers or customers either for  purchase or marketing of its services.

9.The Industry Turnover is Rs.1930.60 crores.

(Source : Capital Market Vol.XIV/15 dated Oct.17, 1999.)

SUBSIDIARIES OF THE COMPANY

There is no subsidiary of the Company.

PROMOTERS AND THEIR BACKGROUND

The company has been promoted by M/s SPS Metal Cast & Alloys Ltd., Mr.Bipin Kumar  Vohra,  Mr. Pawan Kumar Rinwa, Mr Arjun Kumar  Santhalia  and  their associates.

M/s  SPS Metal Cast & Alloys Ltd. is engaged in the manufacturing of  steel ingots  through  induction  furnace route. The  Company  has  manufacturing facilities to produce 36000 Mt of steel ingots annualy. The factory of  the Company is  situated  at Zakir Hussain Avenue,  G.T.Road,  Durgapur,  West Bengal. The Company enjoys credit facilities worth Rs.590 lakhs  (including term  loans, cash credit. LC's) from Indian Overseas Bank,  India  Exchange Place Branch, Calcutta. The financial performance of the Company  for  the last three years are as follows :-

(Rs.in lakhs)

Mr Bipin Kumar Vohra aged 37 years is B.Com . He has 15 years of experience in steel Plant & Industries as Personnel & Human Resource Consultant.

Mr Arjun Kumar Santhalia aged 46 years is B.Com. He has 25 years of  experience in the steel industry for manufacturing steel ingot.

Mr Pawan Kumar Rinwa aged 41 years is B.Com. He has 15 years of  experience in the steel industry for manufacturing steel ingot.

There are no outstanding litigations/disputes, defaults to financial institutions/banks and no proceedings have been initiated till date for economic offenses against the promoter/ firms promoted by the promoters and  neither have  they or the firms promoted by them defaulted in payment of  statutory dues in respect of any of business ventures in India.

There are no listed companies under the same management within the  meaning of  Section 370 (1B) of the Companies Act, 1956. One of the  Companies  M/s Vinayak  Steels  Pvt.Ltd.is managed by three of the same directors  of  the Company.  The  Company  received its certificate of  incorporation  by  the Registrar  of  Companies West Bengal on 08.06.1995. The company is  yet  to commence any business activities . The financial performance of the Company for the last three years are as follows :

(Amount in Rupees)

The  overall managerial responsibility of the Company vests with the  Board of Directors. The day to day management is looked after by a team of  experienced  professionals under the overall guidance and supervision  of  Shri Bipin  Kumar  Vohra the Managing Director of the Company .  All  investment policies  and decision making in respect of investment and funds  shall  be taken by Board of Directors.

The Board consists of Shri Bipin Kumar Vohra , Shri Arjun Kumar  Santholia, and  Shri Pawan Kumar Rinwa, Shri Ashoke Kumar Chatterjee and  Shri  Anjani Kumar Poddar.

During  the last one year the Manager Finance, Shri Snehansu  Majumdar  and Company Secretary, Shri Sandeep Jalan resigned due to personal reasons.

As  per  SEBI guidelines and the amendments made in the  listing  Agreement with  the Stock exchange, the Company Secretary is the Compliance  Office.

Accordingly,  the investors can contact Mr. Sushil Kumar Agrawal , Compliance  Officer in case of any pre-issue/post issue related  problems/queries at the following address during office hours on all working days:(Monday to Friday between 10 A.M to 5 P.M.)

63, Rafi Ahmed Kidwai Road,

Calcutta 700 016

Phone : 226 2374

Fax : 245 2909

There  is  no outstanding litigations pertaining  to  criminal  prosecution against  any  of  the directors for offenses under any  of  the  enactments specified  in Para (1)(a) of Part I of Schedule XIII of the Companies  Act, 1956. Further, there are no litigations towards tax and any other  liabilities.

1.Low cost of power from Durgapur Projects Ltd. is a major advantage as the project is highly power intensive.

2.The  project  is located in close proximity to  the  source  of major raw materials and market for finished goods.

3.The project is eligible for benefits available to New Industrial  undertakings like sales tax exemption, waiver of  electricity duty, etc.

4.IDBI is financing the project by way of term loan to the extent of Rs.1000.00 lakhs.

Manufacturing  process  is power intensive  and  availability  of sufficient uninterrupted power is critical.

The  demand for mild steel cold deformed twisted bars  and  light structural  is  large and increasing rapidly in the  domestic  as well as export market.

1.Competition  in domestic market from the existing Companies  as well as from new entrants.

2.If  there  is any change in the  Government  policies,  duties, taxes and other relevant levies, the profitability may be affected.

The Company intends to set up a Rolling Mill Unit in Durgapur, West  Bengal for  an annual production of 34500 TPA deformed bars as well as  56250  TPA structural and heavy rounds of different diameters, angles channels etc.

The  Company proposes to set up the Project to manufacture mild steel  cold deformed  twisted  bars  and light structural projects  with  an  aggregate installed capacity of 90,750 tonne per annum at Durgapur Development  area, in the District of Burdwan, West Bengal. The cold twisted deformed bars and structural  are the basic raw material for bolts, nuts, shafts,  fasteners, tools  and manual irrigation equipments and is also widely used by  automobile,  engineering  and construction industry. the  Government  of  India's major thrust on infrastructural development will result into  consequential increase  in constructional activities in various sectors like  irrigation, dam,  power, plant, housing, etc. and the demand of cold  twisted  deformed bars and structural will increase rapidly.

The Project is being set-up in Asansol-Durgapur Development Area, at  Mouza Gopinathpur  J.L.No.85  P.S.-Durgapur, Dist.Burdwan in the  state  of  West Bengal. The site being located at Durgapur, the nearest railway station is Durgapur. The nearest market centre is Calcutta and Asansol.

The advantages of the location of the plant are as follows :-

(i)Availability of adequate land for the proposed plant;

(ii)Close  proximity  to sources of supply of raw  materials  and market for finished products.

(iii)Existence  of rail and road connection in the  vicinity  for transportation of incoming materials and outgoing products.

(iv)Availability of industrial infrastructural facilities e.g.water, power, skilled personnel, etc.

(v)Access to developed areas with markets, schools, hospitals and other social amenities.

The  Company has acquired leasehold land measuring more or less  4.0  acres from M/s SPS Metal Cast & Alloys (P) Ltd. for a consideration of Rs.  16.00 lakhs   for  the  proposed  unit  at  Mouza  Gopinathpur,  P.S.   Durgapur, Dist.Burdwan in the Asansol-Durgapur Development Area.

The Company has estimated Rs.45.00 lakhs to be incurred on the land  development & on construction of roads, drainage, boundary wall and gates. Total cost incurred on land and site development is Rs.61 lakhs till date and the development work is fully completed. The details of land is given below :

(Rs.in lakhs)

The Company has estimated a cost of Rs.262.00 lakhs for building and civil works for the proposed project.The details of the works to be carried out is as under :

The details of plant and machinery is as under :-

The details of miscellaneous fixed assets is as under :-

Rs.in lakhs

-----------

PRE-OPERATIVE EXPENSES

---------------------------------------

Rs.in lakhs

-----------

The  Company  has  not entered into any collaboration  and  is  relying  on indigenous technology. The manufacturing process in brief is as follows :-

Rolling  is  a  process of converting the shape of feed  stock  to  desired finished section in hot condition by way of passing the material between  a pair  of grooved rolls and providing suitable draft at various stages.  The whole  operation has to be conducted at a particular temperature range  and within  a limited time span. The stages of rolling operation are  comprised of  heating  of ingots to rollable temperature, rolling the feed  stock  in different  mill stands, cropping the hot bar during process of rolling  between mill stands to avoid miss-rolls and subsequently finished in the form of  hot rolled ribbed bar of size ranging 8mm diameter to 10mm diameter  in straight length.

To produce 8mm and 10mm diameter hot rolled deformed bar, it is proposed to use  75mm  sq. x 100 mm sq. ingot weighing about 80 kg. as feed  stock.  To produce the deformed bar as well as to reach the productivity, selection of mill  train arrangement is of vital importance. Generally for such  rolling process following set up of mill train is followed.

a)Continuous / tandem mill

b)Semi-continuous  mill i.e.cross country primary mills  followed continuous mills

c)Cross country looping mills

In continuous/tandem mill arrangement, all the stands are positioned in one line  so  that the bar can pass through all these stands in  straight  line manner  without any repeating. However, such mill arrangement is  used  for production of 75,000 tpa and above for deformed bar and wire rod production and is not economically suitable for the proposed plant capacity and envisage product-mix in view of high capital investment.

The  semi-continuous  mills are equipped with cross country  primary  mills followed by continuous finished mills. The primary mills i.e. the  roughing mills shall have repeater arrangement while the intermediate and  finishing mills shall be of continuous type. Such arrangement is suitable for production upto 75,000 tpa.

In  cross  country looping mill the mills driven from one  end  shall  have repeaters or looping arrangement and suitable for product of size upto 10mm diameter minimum, and the productivity can be attained at 20,000 tpa  maximum.  The production can be increased to 30,000 tpa with  finished  section 8mm diameter if the mill train is driven on either side.

It may be observed from above that cross country looping mill train  driven from either side is suitable for the proposed product-mix and plant capacity.

The rolling and twisting process are discussed hereunder :

Stock Preparation :

The  ingot of size 75mm sq.x 100 mm sq. weighing about 80kg shall  be  used for  production  of  8mm and 10mm deformed bar in straight  length  in  the Rolling  Mill.  Prior to feeding the ingot to the  reheating  furnace,  the stock should be checked and stacked near the reheating furnace.

Ingots are charged from one end to a 6/8 tph oil fired reheating furnace by a  suitable rated pusher and side discharged at the  other  after being  heated and soaked to desired rolling temperature level  at 1200oC. In order to avoid decarburisation on heating, the  ingots are  heated slowly and uniformly upto 800oC and then  rapidly  to the  rolling  temperature level of 1200oC. At  this  temperature, ingots are soaked properly for maintaining almost uniform temperature  across  the cross-section for  better  deformation  during rolling.

After  soaking, ingots are discharged by means of an ejector to a  delivery table  and  from where with the help of gravity type skid  arrangement  the ingots are transferred to the mill approach roller table.

Ingot is first rolled in the first stand of the 4th stand of 330mm roughing mill train. To and fro rolling in bottom and top pass in first stand  shall be  carried  out till a definite oval/square section shall be  obtained  in eighth/seventh  pass as per finished section and the bar will be  then  allowed to pass through the bottom pass of second stand. The bar will be then allowed  to  pass through top pass of the same stand for 8mm  diameter  bar production.  Single pass shall be provided in this stand for 10mm  diameter bar production. The bar coming out of second stand will be then allowed  to pass  through one pass in each remaining roughing mill stands. Cropping  of front  end of the bar in first and second stand may be necessary  to  avoid split  end and alligator shear shall be used for this purpose. The  bar  is then allowed to pass through 258mm five stand alternate 2-high mill  stands with  one pass in each stand. While square bars shall be  repeated  between mill  stands,  oval profiles shall be fed to next pass by looper  man.  The proposed  intermediate/finishing mill train shall be comprised of five  (5) stands. The roughing mill speed shall be 180 rpm while that for 258mm  mill train  shall be 400 rpm. The four (4) roughing mill stands shall be  driven by a 800 HP AC motor through pinion stand and gear box, the five (5)  stand intermediate/finishing  mill  stands shall be driven by another  800mm  hot rolled  ribbed  bar shall be finished from last stand of 258mm  mill  train i.e. from 9th stand. The 10mm hot rolled ribbed bar shall be finished  from seventh stand i.e. third (3rd) stand of 258mm mill train. The finished  bar coming  out  of mill stand shall be parted to suit cooling  bed  length  by rotary shears, collected in the cooling bed, parted to commercial length by cold shear and stored for subsequent operation.

In  rolling  operation box-flat-square-oval-square pas  sequence  shall  be followed  in roughing mill while oval-square-oval-round sequence  shall  be used in intermediate/finishing mill.

Axial  twisting  is  done on hot rolled ribbed bar and to  carry  out  such process  twisting  machine shall be used. This process is  carried  out  at ambient  temperature and due to such cold working, the physical  properties particularly tensile strength and gripping porperty with cement and  mortar are improved compared to same section of plain round. The hot rolled ribbed bar shall be fed to each of the twisting machines one at a time. In  twisting  machine  one end of the bar is kept fixed with the chunk  of  twisting head fixed on rail while the other end with the stretching cart  positioned on rail for free movement. During twisting, the chunk of the twisting  head is  rotated  for a pre-determined period and because of  bar  twisting  the stretching  cart  moves forward. After a pro-determined  time  period,  the chunk  releases  the  bar and the twisted bar thus formed  is  removed  and stored  for  despatch. For the proposed production it has been  found  that eight  (8) number twisting machine shall be required to meet the  duty  and accordingly same has been considered.

For  the  production of 8mm and 10m diameter hot rolled ribbed  bar  in  a rolling  mill, the main feed stock to the mill is mild steel ingots. Apart from the above basic raw material other consumables like rolls, lubricants, bearings,  fuel  oil, refractories etc. will also be  acquired  for  smooth operation of the rolling mill unit.

Based  on the availability of power, the capacity of the  proposed  rolling mill  unit  and  the product mix envisaged, the plant  will  produce  27600 tonnes  of 8*10mm diameter CTP bar from the third year and onwards  of  the plant  operation.  Based on the target level of production,  the  estimated requirements of raw materials and supplies are given below :-

The  Company  has already entered into the firm arrangement  with  M/s  SPS Metal  Cast  & Alloys (P) Ltd. for the supply of M.S.Ingots, the  main  raw material  required for the rolling mills. SPS Metal Cast is fully  equipped with  2 nos. 3 tonnes and 1 no. 7 tonnes induction furnaces and  its  ingot casting capacity is more than 30,000 TPA. Mild and common steels are easily available  from steel producers like Durgapur Steel Plant (DSP), Tata  Iron and  Steel  Company (TISCO) and other integrated steel  plants.  Industrial gases and refractories are available in abundant locally.

Though  use  of various setup of mill train is followed for  production  of structural  section and heavy rounds, a 3-high 460 mm roughing  mill  stand followed  by  a 3-high 360 mm mill train comprised of four (4)  stands  and arranged  in cross country type, has been considered in view of the  envisaged  product-mix  and  plant capacity. The roughing mill  stand  shall  be primarily  used  to cogg down the billet/bloom to a suitable  square  which will be required for deforming passes to produce relevant  structural/heavy rounds  in 360 mm mill train. The roughing mill stand can also be  used  to have deformation passes if required.

Though 100 mm to 127 mm billet shall be generally used in this mill, 150 mm bloom  o carbon steel grade may need to be rolled for production  of  heavy rounds  particularly  of diameter 60 mm to 80 mm. Consideration of  use  of such  higher  feed  stock section is mainly due to  requirement  of  better metallurgical  characteristics  in such higher finished  material  diameter which requires higher degree of hot working i.e higher reduction in  cross-sectional  area  from  Bloom to finished round. To  give  flexible  rolling operation  in regard to size of billets/blooms, the size of  roughing  mill has been considered as 460 mm 3-high. The intermediate/finishing mill train size  has been considered as 3-high 360 mm considering the sections  to  be produced.

The rolling process is discussed hereunder :

The  billet/bloom  shall  be sheared to definite  length  as  per  finished product and the cut pieces shall be stored near the charging area of billet reheating furnace.

Billets/blooms are charged from one end to a 12 tph reheating furnace by  a pusher and discharged at the other end by ejector after heating and soaking to desired rolling temperature. The heating billets/bloom shall be  allowed to drop on to a roughing mill approach roller table.

The heated billet/bloom shall be conveyed over roller table to bottom  pass of 460 mm roughing mill stand. From the bottom pass, the material shall  be collected  on  the roller table of tilting table located  behind  the  mill stand. The stock is then allowed to pass to the top pass of the same  stand using  the  tilting  and the bar shall be collected on  the  mill  approach roller  table  located in front of mill stand. Such to and  fro  bottom/top pass  rolling shall be continued till a definite section is  obtained.  The material  is then conveyed over roller table to first stand of 360 mm  mill train.  Single pass/double pass is generally followed in this  stand  using tilting table. The material is then transferred to second 360 mm mill stand roller  table  by rope skid transfer. In this stand after  top/bottom  pass rolling the material is then transferred to second 360 mm mill stand roller table  by rope skid transfer. In this stand after top/bottom  pass  rolling the material is then transferred to 3rd stand where similar passes shall be followed  and he bar shall be transferred to approach table of  4th  stand. The  finishing pass shall be given in this stand and the material shall  be transferred to saw table. Hot saw shall be used to cut the material as  per commercial  length and cut pieces shall be collected in cooling bed.  After cooling and inspection, the material if necessary shall be passed through a set  of profile rolls to get desired strengthness of the bar. The  finished material will be then stored and kept ready for despatch. While in roughing mill  box-edger-square roll pass sequence shall be followed, the roll  pass sequence in intermediate/finishing mill shall be only formed and  finishing passes  for  structural production or square-oval-round sequence  shall  be followed for round bar production.

The  annual requirement of raw material and services for the targeted  production of 45,000 tpa of structurals and heavy rounds are given below :

Required  quantity of billet/bloom shall have to be arranged from  external sources  like DSP, TISCO and other integrated steel plants  depending  upon economics.  It is learnt that DSP is willing to sell billet or use the  re-rollers located nearby for conversion work. Suitable stock of  billet/bloom shall  have  to be maintained for trouble free operation of the  plant  and depending  upon production campaign. Other raw materials are  available  in abundant, locally.

The total power requirement has been estimated at 3800 KVA. Out of this the Company  has  so far obtained sanction for 3800 HP from  Durgapur  Projects Ltd.  and it is taking necessary steps for obtaining power supply  for  the entire  requirement.  The  company has made a provision  for  two  D.G.sets having  capacity  of  200-300 KVA each  as  standby  arrangement.  Durgapur Projects  Ltd. has agreed to provide concession of 25% on unit  tariff  for the first three years.

Total water requirement of the proposed plan shall be for cooling of equipment and human consumption for drinking, washing and sanitary needs.  Water for  cooling  of equipment is circulated in a close circuit. Some  make  up water  shall  be required to be added to compensate for  evaporation  loss, airdrift  loss, process loss and leakage loss. To minimise the  requirement of  cooling  water, a recirculation system with replenishment  by  make  up water will be adopted.

The  total requirement of water shall be 12.00 cubic meter per hour at  75% capacity  utilisation. Another 2.50 cubic meter per hour of water shall  be required  for  drinking and sanitary purposes. The arrangement  for  water shall  be  made from the Durgapur Projects Ltd. for which the  Company  has already  made the application by letter No.ADMN/BK/ECL/DPL  water/98-99/007 dated  30/07/98 and the Company expects the supply to commence from  December'99.

Compressed air will be required for pneumatic operation as well as for  the general  clearing of various items of equipment. Two  compressors of  100 CFM free air delivery capacity compressor at 7kg/cm2  has been envisaged to meet the requirement.

The  Company  will require experienced, qualified and  technical  personnel apart  from  the  casual and contract laborers. The  total  requirement  of manpower for the project shall be 256 including administrative, production, maintenance and service department and unskilled labours. The Company  does not  envisage  any difficulty in recruiting the required personnel  as  the plant  is  located  at the outskirts of Durgapur, an  industrial  area.  At present  the  Company  is headed by the Board of Directors  and  there  are following personnel working in the Company :

The detailed requirement of man power is as below :

Excepting gaseous materials there is practically no liquid effluent in  the process  of  manufacture.  The gaseous material  contains  some  particular materials, consisting of very minute particle of chromium and burnt materials  of coke and coal. Some quantity of monoxide of carbon and other  gases shall  also be coming out of the furnace. All these gaseous pollutants  are totally brought under control by web scrubber process and almost pure gases passes  through the 33 mtrs.high chimney. The Company has  received  provisional  NOC  from West Bengal Pollution Control Board vide their  memo  no. 732/010/WBP  NOC/99-2000 dated 8/7/99. The Company will receive  the  final NOC  only  after  completion of the project, i.e. on  commencement  of  the commercial production.

The technology for manufacture of mild steel cold deformed twisted bars and light  structural  projects is indigenously available. It is  a  continuous process  industry  in which oil fired reheating furnaces are used  to  melt M.S.Ingots  along with furnace oil and industrial gases.  For  implementing the  proposed project the Company has entered into  technical  arrangements with M/s Rana Udyog Pvt.Ltd., M/s Ranjit Desai & Associates and M/s  United Consultants (India) Pvt.Ltd. The technical arrangement includes  completion of  project  on  turnkey basis including designing ,  detail  engineering, process know how, supply of components and material handling system.

M/s Ranjit Desai & Associates, Rolling Mill Engineering & Consultants  will provide  services in Building/Civil works. Technical arrangements with  M/s United  Consultants (India) Pvt.Ltd.is for project planning, plant  layout, mechanical  and  electrical services and civil  construction.  The  company agrees  to pay a total fee of Rs.18.00 lakhs as Consultancy fees  .

The Government of India has already decided not to add any more  integrated steel plants under SAIL and encouraged the private enterprenures to join in such  core  sector  to meet the country's steel demand.  Also  the  present integrated  steel plants are being engaged in manufacturing finished  steel mostly  heavier,  special and higher section leaving the medium  and  light section  to be produced by secondary producers to meet the  consumer's  requirement.  With the increase in constructional activities in various  sectors  like irrigation, dam, power plant, housing etc.the demand of  twisted deformed bars and structural is increasing rapidly. As such the chances  of competition is very remote.

The Company confirms that :

1. there  are  no processes/operations/functions  of  the  Company which could be adversely affected due to the year 2000 problem,
2. transactions  of none of the intermediaries depending upon  the Company would be affected due to Y2K problem,
3. no  material,  historical costs, costs of remediation  and  replacement costs are involved in fixing year 2000 issues, and
4. no  contingency  plans are warranted in the operations  of  the Company  due  to  Y2K  problem, in  the  event  of system  break down/failure.

The  Managing  Director alongwith the other Directors of the  Company  will formulate policies and exercise overall management control both during  the construction  period and during the regular operation of the plant.  During the regular operations they will be assisted by Works Manager for technical matters,  Manager (Finance) & Secretary for personnel management,  finance, legal  matters and by Commercial Manager for matters relating  to  purchase and sales.

The  Company  has  not  entered into  any  marketing  arrangement  for  its products.  There will be adequate demand for the Company's product  locally by  nearby steel plants viz.Durgapur Steel Plant, Steel Authority of  India Ltd.  Further there are no other manufacturer of the Company's  Product  on the radius of 150 kms from the factory site. There is huge demand for the product in Calcutta market also.

There  were no adverse events during the last one year affecting the  operations of the company.

The Company's Registered office is situated at 63, Rafi Ahmed Kidwai  Road, Calcutta 700 016. The registered office premises has been provided by  Shri Bipin  Kumar Vohra on lease basis to the Company. The office is about  1000 square  feet.  The  Company has users right by way of lease  for  the  said premises.  The Company has acquired leasehold land measuring more  or  less 4.0  acres from M/s SPS Metal Cast & Alloys Ltd. for the proposed  unit  at Mouza  Gopinathpur, P.S. Durgapur, Dist. Burdwan on the Asansol -  Durgapur Development Area.

The Company is managed by a competent Board of Directors who are assisted by a number of key managerial personnel. The Board of Directors decide amongst themselves  on matters relating to investment decisions. They analyze the future prospects of the investee company and finally decide upon  whether to invest any fund, in them or not.

The existing equity shares of the Company are presently listed at  Calcutta Stock Exchange. The Company proposes to list further issue of equity shares at Calcutta Stock Exchange only.

A.  High  and Low and Volume information for last three years, as on the Stock Exchange at Calcutta :

B. There has been no trading in the shares of the Company during the  preceeding six months, i.e. Period from 1.5.1999 to 31.10.1999.

C.  There  has been no trading in the shares of the Company  on  the  Stock Exchange  at Calcutta on 28th July, 1999 i.e. the day after the  resolution was passed by the Board of Directors approving the issue.

a)There  are  no  outstanding  litigations/disputes  against  the company which are likely to affect the operations and finances of the company including disputed tax liability of any nature.

b)No criminal prosecution has been lodged against the company  or any  of  the  Directors for alleged offenses  under  the  various enactment  specified in Para I of Schedule XIII of the  Companies Act, 1956.

The Company has not defaulted in meeting any statutory dues,  institutional dues, bank dues or any other dues to the instrumental  holders. As  there is no company listed on the Stock Exchange promoted  by  the same promoters, no such information about them is available.

There are no material developments after the date of the latest statement  of  accounts which are likely to affect the operations  and  finances of the Company .

There  are  no adverse events during the last one year  affecting  the operations of the Company.

The  Company  has not made any Public/Rights issue during  the  last  three years.

The  Company proposes to appoint a Committee comprising its  Senior  Executives  and  a  representative of its auditors to look  into  investor  complaints, if any. It would install and develop the necessary infrastructural facilities to service its investors. The Company has entered into an agreement  with M/s.Maheshwari Datamatics Pvt.Ltd. for looking after the  company's investor grievances for a period of six months from the date of allotment.

1.Promoters of the issuer company are first generation  entrepreneurs.  This  being  the first major venture  of  the  promoters, exposes the investors to the associated risk.

2.Part of the project cost will be met out of the proposed issue. Any  delay in the issue may adversely affect  the  implementation schedule/profitability of the project.

Management Perception : Sufficient provisions has been made in the cost of the project  to  take care of any cost escalation. The management  is  hopeful  of commencing the project on schedule.

3.The  issuer Company is yet to receive the eligibility  certificate from West Bengal Industrial Development Corporation (WBIDC).

4.Funds for working capital requirement have not been assessed by Company's Banker and are based on Company's own estimates.

Management Perception : The Company has already made an application for  working capital limits to Indian Overseas Bank, Wood Street Branch, Calcutta.

5.The  Company  is  yet to place order  for  miscellaneous  fixed assets worth Rs.229.00 lakhs.

6.The  Company  is yet to obtain the  necessary  permission  from Durgapur  Projects  Ltd.  for supply of water  for  the  proposed plant.

Management  Perception  : The Company has made the necessary  application  for supply  of  water and expects to get the permission by the month  of  December '99.

7.The  Company  is  yet to appoint  personnel  proposed  for  its project.

Management Perception : The Company has already appointed important  personnel for  its projects. The management does not foresee any problem  in  recruiting the requisite number of personnel for the project as and when necessary.

8.The  Company is yet to receive NOC from West  Bengal  Pollution Control Board.

Management  Perception : The Company has already received the provisional  NOC from West Bengal Pollution Control Board (WBPCB). Final NOC will be issued  by WBPCB only after the completion of the Project.

9.The  Company has not entered into any arrangement for  sale  of its product.

10.Investors  may  note that listing in Calcutta  Stock  Exchange only does not necessarily ensure liquidity.

1.The Company will be affected as much as the industry is  influenced  by  Government policies and business cycles.  Any  adverse change  in the government policies in secondary steel sector  may affect the performance and profitability of the Company.

Management  Perception: The policies anounced by the Government for  secondary steel  industries are highly commendable and reform oriented.The Company  does not  forsee  any major adverse change in the Government policies in  the  near future, which can thwart the progress of these industries.

2.As  is normal and prevalent in any industry,  competition  from the  existing  and future domestic and international  market  may affect  the performance of the Company. The market for  the finished products are highly competitive.

Management  Perception  : In view of growth of  infrastructure  industry,  the management does not foresee any shortfall in demand of its products.

3.Being  power  intensive, continuous availability  of  power  is critical for the operations of the unit.

Management Perception : The Company has already received in principle approval from Durgapur Projects Ltd. for supply of power.

Investment in equity and equity related securities involve a degree of risk and  investors  should not invest any funds in this offer 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  offering.  For taking an investment decision investors must  rely  on their  own  examination  of the issuer and the offer  including  the  risks involved.  The securities have not been recommended or approved by  Securities and Exchange Board of India nor does Securities and Exchange Board  of India guarantee the accuracy or adequacy of this document.

The  Issuer, having made all reasonable inquiries,  accepts  responsibility for,  and confirms that this Offer Document contains all  information  with regard to the Issuer and the Issue, which is material in the context of the issue,  that the Information contained in this Offer Document is  true  and correct  in  all material 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.

Consents  in  writing  of the above mentioned  Directors,  Auditors,  Lead Mangers to the Issue, Co-Manager to the Issue, Advisor to the Issue,  Bankers to the Company, Bankers to the Issue, and Registrars to the Issue, to act in their respective capacities have been obtained and filed alongwith a copy of Prospectus with the Registrar of Companies, West Bengal at Calcutta as required under Section 60 of the Act and none of them have withdrawn the said  consents up to the time of delivery of a copy of this Prospectus for registration with the Registrar of Companies, West Bengal at Calcutta.

G.P.Agarwal  & Co., Chartered Accountant, the Auditor of the Company,  have also given their written consent to the inclusion of their report, as also their opinion on tax benefits as appearing hereinafter in  the  form  and context  in which it appears in the Prospectus and such consent and  report and opinion have not been withdrawn upto the time of delivery of a copy of this Prospectus with the Registrar of Companies, West Bengal at Calcutta .

The  Company  has  obtained from G.P.Agarwal &  Co.,  Chartered  Accountant opinion  on the tax benefits reproduced elsewhere in this  Prospectus.  The Company has not obtained any other expert opinion which is reported in this Prospectus.

2.2 CHANGE IN AUDITORS :

1. Indranil Samaddar Chartered Accountant resigned with effect from 23.08.99  on  personal ground and G.P.Agarwal & Co.  Chartered  Accountants were appointed as Auditors of the Company.

By a Special Resolution passed at the Annual General Meeting (AGM) of  the Company  held on 23rd August, 1999 sanction pursuant to Section  81(1A)  of the  Act  was accorded by the Shareholders of the Company to the  Board  to make the present issue of Equity Shares.

The Board reserves full unqualified and absolute right to accept or reject any  application  in case the applications are not made in  terms  of  this prospectus.

If any application is rejected in full, the whole of the application  money received will be refunded to the applicant. If any application is  accepted in  part, the excess money will be adjusted towards the amount  payable  on allotment on the shares allotted and the balance, if any, will be  refunded to  the applicant in accordance with Section 73(2A) of the Act.  Letter  of allotment/share  certificates  and/or regret letter  together  with  refund cheques  or pay orders/stockinvests, if any, over the value of  Rs.  1500/- will  be despatched under registered post and refund orders for  the  value upto  Rs.  1500/- shall be despatched under certificate of posting  to  the sole/first named applicant's address at his/her sole risk as far as  possible within 30 days of the closure of the subscription list but without  any prejudice  to  the  Company's  obligation to  pay  interest  under  Section 73(2/2A) of the Act.

Refunds will be made by cheques or pay orders drawn on the Company's  bankers and the bank charges, if any, for encashing such cheques or pay  orders will be payable by the applicants. Such cheques or pay orders will,  however, be payable at par at all the places where the applications are  accepted.  All cheques, pay orders, letter of allotment and  share  certificates (as  the case may be) will be despatched to the applicants at their  registered  address  by registered post, at their own risk. Adequate  funds  for this  purpose shall be made available by the company to the  Registrars  to the Issue.

Payment  of interest at the rate 15% p.a. on the excess  application  money will  be made to the applicants for the delayed period beyond 30 days  from the  date of closure of the subscription list as per the latest  guidelines issued by the Stock Exchanges.

The Company will proceed to allot Equity Shares only on receipt of  minimum subscription  of 90% of the issued amount within a period of 30  days  from the  date  of  closure of the subscription list in  consultation  with  the Regional Stock Exchange at Calcutta.

The Company shall ensure despatch of refund orders of value upto Rs. 1500/- by Under Certificate of Posting and those over Rs.1,500/- and Share Certificate(s)/  Letters of allotment by Registered Post only and adequate  funds for  the purpose will be made available to the Registrars. In terms of  the latest Stock Exchange listing guidelines, the company agrees that - (a)  as far  as  possible allotment of shares offered to the public shall  be  made within  30  days of the closure of the public issue; and (b) it  shall  pay interest  @  15% per annum if the allotment has not been made  and  or  the

refund orders have not been despatched to the investors within 30 days from the date of closure of the issue.

The  Share  Certificates will be despatched by Registered Post  within  ten weeks of the closure of the subscription list or within such time limit  as may  be  allowed as per the provisions of Section 113 and other relevant provisions of the Act.

Regd Office :

63, Rafi Ahmed Kidwai Road,

Calcutta 700 016,

Phone : 244 0838 / 249 1390

Fax No: (033) 245 2909

6, Mangoe Lane

2nd Floor,

Calcutta - 700 001

Tel.No. (033) 220 0809/248 2248

Fax. No.(033) 248 4787

G.P.AGARWAL & CO.

Chartered Accountants,

7A Kiran Shankar Roy Road

Calcutta - 700 001.

63, Rafi Ahmed Kidwai Road,

Calcutta 700 016

Phone : 244 0838

Fax : 245 2909

Mr. Debasish Kar

22, Jubliee Park

2nd Floor

Calcutta 700 073

All Brokers of The Recognised Stock Exchanges can act as Brokers to the Issue.

To

The Board of Directors

Elegant Commerce Limited

63, Rafi Ahmed Kidwai Road

Calcutta 700 016

Dear Sir,

We have audited the Books of Accounts, of ELEGANT COMMERCE LIMITED, for the last  5  years ended 31st March, 1999 being the last date  upto  which  the Statutory Accounts of the Company, was audited by Indranil Samaddar,  Chartered Accountant and adopted by the Board of the Company and also the  half year ended 30th September, 1999 for which the accounts were audited by us.

In accordance to the provisions of Part II of Schedule II of the  Companies Act, 1956, we report that :

( Rs in lakhs)