IND SYNERGY LIMITED(Originally incorporated as Goel Agro Forestry and Finance Private Limited on 28th March 1985 with Registrar of Companies Madhya Pradesh and Chhattisgarh,

under the Companies Act, 1956. On 1st September 1993 the name was changed to Goel Agro Industries Private Limited. On 4th November 1993 Our Company wasconverted into a Public Limited company and the name was changed to Goel Agro Industries Limited. On 1st September 1994 name was changed to Ind Agro

Synergy Limited. Subsequently on 21st September 2005 the name was changed to Ind Synergy Limited)Registered Office: 624,Urla Industrial Area, Raipur - 493221. Tel: +91-0771-2322309/2324403 Fax: +91-0771-2324404

Corporate Office: 301, Landmark Building, Juhu Tara Road, Santacruz (W), Mumbai – 400 049, Tel: +91-22- 26613245-47. Fax: +91-22- 26613221Website: www.indsynergy.com E-mail: ipo@indsynergy.com. Contact Person: Mr. Vijay Modi, Company Secretary & Compliance Officer

DRAFT RED HERRING PROSPECTUSDated [�], 2006

Please read Section 60B of the Companies Act, 1956(The Draft Red Herring Prospectus will be updated upon RoC filing)

100% Book Building Issue

BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

UTI SECURITIES LIMITED(Subsidiary of Securities Trading Corporation of India Limited)AMBI Reg No: AMBI / 083SEBI Regn. No.: INM0000074581st Floor, Dheeraj Arma,Anant Kanekar Marg, Station RoadBandra (East), Mumbai – 400 051.Tel: (022) 6751 5828/5815, Fax: (022) 6702 3194Website: www.utisel.com., Email: indsynergy@utisel.comContact Person: Mr. Sumeet Lath / Ms. Sujaya Shetty

BIGSHARE SERVICES PRIVATE LIMITEDSEBI Regn. No.: INR0000001385E-2/3, Ansa Industrial Estate,Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400 072.Tel: (022) 28473747/ 3474/ 0652/ 0653Fax: (022) 28475207Website: www.bigshareonline.comE-mail: ipo@bigshareonline.comContact Person: Mr. N.V.K Mohan

UTI Securitiesw e m a k e e a s i e rI n v e s t i n g

BID / ISSUE OPENS ON : ______________ 2006 BID / ISSUE CLOSES ON : _________________ 2006

ISSUE PROGRAMME

OUR COMPANY HAS NOT OPTED FOR GRADING OF THE ISSUE

RISKS IN RELATION TO THE FIRST ISSUE

This being the first issue of the Equity Shares of Ind Synergy Limited (the “Company”), there has been no formal market for the Equity Shares of Our Company. Theface value of shares is Rs.10/- and the Issue Price of Rs. [�]/- per share is [�] times of the Face Value at the lower end of the Price Band and [�] times of theFace Value at the higher end of the Price Band. The Issue Price (has been determined and justified by the Book Running Lead Manager and Ind Synergy Limited asstated herein under the paragraph titled “Basis for Issue Price”) should not be taken to be indicative of the market price of the Equity Shares after the Equity Sharesare listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of Our Company or regarding the price at which the EquityShares will be traded after listing.

GENERAL RISK

Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take therisk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investmentdecision, investors must rely on their own examination of the Issuer and the Issue including the risk involved. The Equity Shares issued in the Issue have not beenrecommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specificattention of the investors is invited to the statement of Risk Factors beginning on Page [�].

ISSUER’S ABSOLUTE RESPONSIBILITY

Ind Synergy Limited, having made all reasonable enquiries, accepts responsibility for, and confirms that this Draft Red Herring Prospectus contains all information withregard to Our Company and the Issue, which is material in the context of the Issue; that the information contained in this Draft Red Herring Prospectus is true andcorrect in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there areno 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 inany material respect.

LISTING

The Equity Shares issued through this Draft Red Herring Prospectus are proposed to be listed on Bombay Stock Exchange Limited (BSE), also the Designated StockExchange and on the National Stock Exchange of lndia Limited (NSE). The in-principle approval has been received from BSE and NSE for the listing of the EquityShares vide their letter dated [�] and [�] respectively.

PUBLIC ISSUE OF 2,00,00,000 EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [�] PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF RS.[�] PER SHARE) AGGREGATING RS. [�] LACS BY IND SYNERGY LIMITED (‘IND SYNERGY‘ OR ‘THE COMPANY’ OR ’THE ISSUER’). THE ISSUE COMPRISES OF“NET ISSUE TO THE PUBLIC” OF 2,00,00.000 EQUITY SHARES AGGREGATING RS. [�] LACS. THE NET ISSUE TO THE PUBLIC WOULD CONSTITUTE 39.18% OFTHE FULLY DILUTED POST ISSUE PAID UP CAPITAL OF THE COMPANY.

Price Band: Rs. [�] To Rs. [�] Per Equity Share of Face Value of Rs. 10 EachThe Issue Price is [�] times of the Face Value at the Lower End of the Price Band and [�] times of the Face Value at the Higher End of the Price Band

In case of revision in the Price Band, the Bidding Period shall be extended for three additional working days after such revision, subject to the Bidding Period notexceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the BombayStock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE), whose online IPO system will be available for bidding, by issuing a press releaseand by indicating the change on the website of the Book Running Lead Manager (“BRLM”) and the terminals of the members of the Syndicate.This Issue is being made through a 100% Book Building Process wherein up to 50% of the Net Issue to the Public will be allocated to Qualified Institutional Buyers (QIBs)on a proportionate basis, subject to valid bids being received at or above the Issue Price. Out of the portion available for allocation to the QIBs, 5% will be availablefor allocation to Mutual Funds. Mutual Fund applicants shall also be eligible for proportionate allocation under the balance available for the QIBs. Further, not less than15% of the Net Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Net Issue shall be available forallocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price.

TABLE OF CONTENTS

Section I – Definitions and Abbreviations Definitions Issue Related Terms Conventional /General Terms Company / Industry Related Terms Abbreviations Section II – General Certain Conventions; Use of Market Data Forward Looking Statements Section III – Risk Factors Section IV – Introduction Summary Brief details of the Issue Summary of Financial Information General Information Capital Structure Section V – Objects of the Issue Objects of the Issue Basic Terms of the Issue Basis for Issue Price Statement of Tax Benefits Section VI – About Us Industry Overview Our Business Key Industry Regulations and Policies Our History and Certain Corporate Matters Our Management Promoters and their Background Currency of Presentation Dividend Policy Section VII – Financial Information Financial Statements Other Group Companies / Ventures of the Promoters Management’s Discussion and Analysis of Financial Condition and

Results of Operations as Reflected in the Financial Statements

Section VIII – Legal and other Regulatory Information Outstanding Litigations Statutory Approvals and Licenses Other Regulatory and Statutory Disclosures Section IX –Issue Related Information Terms of the Issue Issue Structure Issue Procedure Restrictions on Foreign Ownership of Indian Securities Section X – Description of Equity Shares and Terms of the Articles of Association

Main Provisions of Articles of Association Section XI –Other Information Material Contracts and Documents for Inspection Section XII –Declaration

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SECTION I - DEFINITIONS AND ABBREVIATIONS

DEFINITIONS

Term Description “Issuer” or “Company” or “ISL” or “Ind Synergy Limited” “We” or “us” or “our”

Ind Synergy Limited, a public limited company incorporated under the Companies Act, 1956 Unless otherwise specified, these references mean Ind Synergy Limited

ISSUE RELATED TERMS

Term Description

Allotment Issue of Equity Shares pursuant to the Issue to the successful bidders as the context requires

Allottee The successful bidder to whom the Equity Shares are being/have been issued

Banker(s) to this Issue/Escrow collection bank

[•]

Bid

An indication to make an offer made during the Bidding Period by a prospective investor to subscribe to the Equity Shares of Our Company at a price within the Price Band, including all revisions and modifications thereto

Bid Amount/Bid Price

The amount equal to highest value of the optional Bids indicated in the Bid cum Application Form and payable by the Bidder on submission of the Bid for this Issue

Bid/ Issue Opening Date

The date on which the members of the Syndicate shall start accepting Bids for this Issue, which shall be notified in widely circulated English national newspaper, a Hindi national newspaper.

Bid/ Issue Closing Date

The date after which the members of the Syndicate will not accept any Bids for this Issue, which shall be notified in widely circulated English national newspaper, a Hindi national newspaper

Bid-cum-Application Form

The form in terms of which the Bidder shall make an offer to purchase the Equity Shares of Our Company and which will be considered as the application for allotment of the Equity Shares in terms of this Draft Red Herring Prospectus

Bidder Any prospective investor who makes a Bid pursuant to the terms of this Draft Red Herring Prospectus

Bidding/ Issue Period

The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids

Book Building Process

Guidelines on book building as explained under Chapter XI of the SEBI Guidelines

BRLM Book Running Lead Manager to this Issue, in this case being UTI Securities Limited

CAN/ The note or advice or intimation of allocation of Equity Shares sent

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Term Description Confirmation of Allocation Note

to the Bidders who have been allocated Equity Shares in the Book Building Process

Cap Price The highest end of the Price Band, above which the Issue Price will not be finalized and above which no Bids will be accepted

Cut-off/Cut-off price

This refers to any price within the price band. A bid submitted at cut-off is a valid bid at all price levels within the price band

Designated Stock Exchange

Bombay Stock Exchange Limited

Designated Date The date on which the funds are transferred from the Escrow Account of the Company to the Public Issue Account after the Red Herring Prospectus is filed with the RoC, following which the Board of Directors shall allot Equity Shares to successful bidders

Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favor the Bidder will issue cheques or drafts in respect of the Bid Amount

Escrow Agreement Agreement entered into amongst Our Company, the Registrar to this Issue, the Escrow Collection Bank(s), and the BRLM for collection of the Bid amounts and refunds (if any) of the amounts collected, to the Bidders

First Bidder The Bidder whose name appears first in the Bid cum Application Form or Revision Form

Floor Price The lowest end of the Price Band, below which the Issue Price will not be finalized and below which no Bids will be accepted

Issue/Public Issue/IPO/Offer

Public Issue of 2,00,00,000 equity shares of Rs. 10/- each for cash at a price of Rs. [•] per Equity Share aggregating Rs. [•] lacs by Ind Synergy Limited (“ISL” or “Our Company” or “the issuer”). The Issue would constitute 39.18% of the fully diluted Post Issue Paid up capital of Our Company.

Issue Price The final price at which Equity Shares will be issued and allotted in terms of this Draft Red Herring Prospectus, as determined by Our Company in consultation with the BRLM, on the Pricing Date

Margin Amount The amount paid by the Bidder at the time of submission of Bid, being 10% to 100% of the Bid Amount

Minimum Bid/allotment lot

[•] Equity Shares and in multiples of [•] Equity Shares thereof

Net Offer to public 2,00,00,000 Equity Shares of Rs. 10/- each, aggregating Rs. [•] lacs

Non Institutional Bidders

All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders and who have Bid for Equity Shares for an amount more than Rs.1, 00,000

Non Institutional Portion

The portion of the Issue being not less than 15% of this Net issue i.e. 30,00,000 Equity Shares of Rs.10/- each available for allocation to Non Institutional Bidders

Pay-in Date The last date specified in the CAN sent to Bidders Pay-in-Period This term means

(i) with respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the Bid/Issue Closing Date, and

(ii) with respect to Bidders whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay-in Date

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Term Description Price Band Being the price band of a minimum price (Floor Price) of Rs. [•] and

the maximum price (Cap Price) of Rs. [•] and includes revisions thereof

Pricing Date The date on which Our Company in consultation with the BRLM finalizes the Issue Price

Promoters Following mentioned below are the Promoters of Our Company � Mr.Satish Goel � Mr. Aditya Goel � Mrs. Uma Goel � Uma Infrastructure Private Limited

Prospectus The Prospectus, filed with the RoC containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the number of Equity shares being issued through this Issue and certain other information.

Public Issue Account

In accordance with section 73 of the Companies Act, an account opened with the Banker(s) to this Issue to receive monies from the Escrow account for this Issue on the Designated Date

Qualified Institutional Buyers or QIBs

Public financial institutions as specified in Section 4A of the Companies Act, FIIs registered with SEBI, Scheduled Commercial banks, Mutual Funds registered with SEBI, Multilateral and Bilateral Development Financial Institutions, Indian Venture Capital Funds registered with SEBI, Foreign Venture Capital Investors registered with SEBI, State Industrial Development Corporations, Insurance Companies registered with Insurance Regulatory and Development Authority (IRDA), Provident Funds with minimum corpus of Rs. 2,500 Lacs and Pension Funds with minimum corpus of Rs. 2,500 Lacs

QIB Portion The portion of this Issue being up to 50% of the Net offer, i.e. 1,00,00,000 Equity Shares of Rs. 10 each available for allocation on proportionate basis to QIB’s of which 5% shall be proportionately allocated to Mutual Funds registered with SEBI

Draft Red Herring Prospectus/Draft Offer Document

This Draft Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars on the price at which the Equity Shares are being issued and number of Equity Shares being issued through this Issue. It carries the same obligations as are applicable in case of a Prospectus and will be filed with the RoC at least three days before the opening of this Issue. It will become a Prospectus after filing with the RoC after the pricing and allocation

Registrar/Registrars to the issue

Bigshare Services Private Limited

Retail Individual Bidders

Individual Bidders (including HUFs) who have not Bid for an amount in excess of Rs. 1,00,000/- in any of the bidding options in this Issue

Retail Portion The portion of this Issue being not less than 35% of this Net offer i.e. 70,00,000 Equity Shares of Rs. 10 each available for allocation to Retail Individual Bidder(s)

Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in any of their Bid cum Application Forms or any previous Revision Form(s)

Syndicate/Members of the Syndicate

BRLM and the Syndicate Members collectively

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Term Description Syndicate Agreement

The agreement to be entered into among Our Company and the members of the Syndicate, in relation to the collection of Bids in this Issue

Syndicate Member Intermediaries registered with SEBI and Stock Exchanges and eligible to act as underwriters. Syndicate Member is appointed by the BRLM

TRS or Transaction Registration Slip

The slip or document issued by the Syndicate Members to the Bidder as a proof of registration of the Bid on the online system of BSE/NSE

Underwriters Members of the Syndicate who are signatories to the Underwriting agreement

Underwriting Agreement

The Agreement among the Underwriters and Our Company to be entered into on or after the Pricing Date

CONVENTIONAL / GENERAL TERMS

Term Description Act or Companies Act

The Companies Act, as amended from time to time

Articles/Articles of Association/AoA

Articles of Association

DP/Depository Participant

A depository participant as defined under the Depositories Act, 1996

Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time being NSDL and CDSL

Depository Act Depositories Act, 1996 as amended from time to time

FEMA Foreign Exchange Management Act, 1999, as amended from time to time and the rules and regulations framed there under

FIIs Foreign Institutional Investors as defined under SEBI (Foreign Institutional Investors) Regulations, 1995 and registered with SEBI and as required under FEMA (Transfer or Issue of Security by a person resident outside India) Regulations, 2000 and under other applicable laws in India.

F.Y. / FY / Fiscal / Financial Year

Period of twelve months ended March 31 of that particular year unless otherwise specified in the context thereof

FIPB Foreign Investment Promotion Board Government/GOI Government of India Indian GAAP Generally Accepted Accounting Policies in India IT Act/Income Tax Act

The Income Tax Act, 1961, as amended from time to time

NRI/ Non-Resident Indian

A person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian Origin under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000

Non Resident A person who is not an NRI, an FII and is not a person resident in India

SEBI The Securities and Exchange Board of India, constituted under the SEBI Act,1992

SEBI Act Securities and Exchange Board of India Act, 1992 as amended from time to time.

SEBI Guidelines SEBI (Disclosure and Investor Protection) Guidelines 2000, as amended from time to time

Stock Exchanges BSE and NSE

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COMPANY / INDUSTRY RELATED TERMS

Term Description Auditors The Statutory Auditors of Our Company namely, Deshpande

Malu & Co., Chartered Accountants Articles/ Articles of Association

The Articles of Association of Ind Synergy Limited

Board / Board of Directors

Board of Directors of Ind Synergy Limited unless otherwise specified

Consortium for captive Coal Mining

Consortium of Godawari Power and Ispat Limited, Ind Synergy Limited, Shri Nakoda Ispat Limited, Vandana Global Limited and Shree Bajrang Power & Ispat Limited formed for the purpose of captive coal mining.

Memorandum/MOA The Memorandum of Association of the Company Project The details of the Project including the cost of the Project are

provided in the section ‘Objects of the Issue’ on page [•] Registrar of Companies/ROC

Registrar of Companies, Madhya Pradesh & Chhattisgarh

Registered Office of Our Company

Registered office of Our Company located at 624,Urla Industrial Area, Raipur - 493221.

ABBREVIATIONS

Term Description ABC After Burning Chamber Amt Amount AGM Annual General Meeting of the Company AS Accounting Standards issued by the Institute of Chartered

Accountants of India A/c Account AOD Argon Oxygen Decarburisation API American Petroleum Institute ASTM American Society of Testing Materials A.Y./ AY Assessment Year BS British Standard BSE Bombay Stock Exchange Limited BE Bachelor of Engineering CAGR Compounded Annual Growth Rate Co. Company CCM Continuous Casting Machine CENVAT Central Value Added Tax CLB Company Law Board CDSL Central Depository Services (India) Limited CPP Captive Power Plant CTD Cold Twisted Deform CTP Conical Type Piercing CSEB Chhatisgarh State Electricity Board DCA Department of Company Affairs DP Depository Participant DP ID Depository Participant’s Identity DIN Director Identification Number DR Direct Reduction

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Term Description DRI Direct Reduced Iron EAF Electric Arc Furnance EBITDA Earning before Interest, Tax, Depreciation and Amortiasation EBT Eccentric Bottom Tapping EGM Extra-ordinary General Meeting of the Company EOT Electric Overheated Travelling EOU Export Oriented Unit EPS Earnings Per Share ESP Electro Static Percipitator ESOP Employees Stock Option Plan FCNR Foreign Currency Non-Resident FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999, as amended from time

to time and the rules and regulations framed there under. FIIs Foreign Institutional Investors as defined under SEBI (Foreign

Institutional Investors) Regulations, 1995 and registered with SEBI and as required under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and under other applicable laws in India.

FIPB Foreign Investment Promotion Board, Ministry of Finance, Government of India

F.Y. / FY / Fiscal / Financial Year

Period of Twelve Months ending on 31st March of the respective year

FI Financial Institution GCT Gas Conditioning Tower GDP Gross Domestic Product GHG Green House Gas GMP Good Manufacturing Practices GOI Government of India HFS Hot Finished Seamless HUF Hindu Undivided Family IF Induction Furnance IPR(s) Intellectual Property Right(s) IPO Initial Public Offer IS International Standards ISSDA Indian Standard Steel Association ISO International Standards Organization JPC Joint Plant Committee KW Kilo Watt KVA Kilo Volt Ampre L/C Letter of Credit LF Ladle Furnance MF Mutual Fund MTPA Metric Tonne Per Annum MMTPA Million Metric Tonne Per Annum MTPD Metric Tonnes per day M.B.A Master in Business Administration M.Com Master of Commerce MD Managing Director MSc Maters of Science MPS Meter Per Second MW Mega Watts

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Term Description M.S.E.B. Maharashtra State Electricity Board N.A. Not Applicable NDT Non Destructive Testing NOC No Objection Certificate NAV Net Asset Value NRE Non-Resident External NRIs Non Resident Indians as defined under FEMA NRO Non-Resident Ordinary NSDL National Securities Depository Limited. NSE The National Stock Exchange of India Limited OTC Over-the-counter P.A./pa Per Annum PAN Permanent Account Number PAT Profit After Tax PE Ratio Price earning Ratio PBT Profit Before Tax PBDIT Profit Before Depreciation, Interest and Tax PBIT Profit Before Interest and Tax QIB Qualified Institutional Buyers R&D Research and Development Rs. Indian Rupees RBI Reserve Bank of India RONW Return on Net Wealth Sq.ft. Square Feet SEBI The Securities and Exchange Board of India SRM Stretch Reducing Mill SMS Steel Melting Shop STG Steam Turbo-Generator TMT Thermo Mechanically Treated TNW Total Net Worth TPD Tonnes Per Day UTISEL UTI Securities Limited USD or $ or US$ United States Dollar VD/VOD Vacuum Degassing/Vacuum Decarburisation w.e.f With Effect From

8

SECTION II - GENERAL

CERTAIN CONVENTIONS; USE OF MARKET DATA In this Draft Red Herring Prospectus, the terms “we”, “us”, “our”, the “Company”, “Our Company”, “Ind Synergy Limited”, “ISL” unless the context otherwise indicates or implies, refers to Ind Synergy Limited. In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the word “Lac” means “one hundred thousand”, the word “million (million)” means “ten Lacs”, the word “Crore” means “ten million” and the word “billion (bn)” means “one hundred crore”. In this Draft Red Herring Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. Throughout this Draft Red Herring Prospectus, all figures have been expressed in lacs. Unless indicated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated unconsolidated financial statements prepared in accordance with Indian GAP and included in this Draft Red Herring Prospectus. Unless indicated otherwise, the operational data in this Draft Red Herring Prospectus is presented on an unconsolidated basis and refers to the operations of Our Company. Our fiscal year commences on 01st April and ends on 31st March so all references to a particular fiscal year are to the twelve-month period ended 31st March of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. There are significant differences between Indian GAAP and U.S. GAAP; accordingly, the degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on our financial data. For additional definitions used in this Draft Red Herring Prospectus, see the section Definitions and Abbreviations on page [•]. In the section entitled “Main Provisions of Articles of Association”, defined terms have the meaning given to such terms in the Articles of Association of Our Company. Market Data Unless stated otherwise, market data used throughout this Draft Red Herring Prospectus was obtained from internal Company reports, data, websites and industry publications. Industry publication data and Website data generally state that the information contained therein has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Although, we believe market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports and data, while believed by us to be reliable, have not been verified by any independent source.

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FORWARD LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain forward-looking statements. These forward-looking statements generally can be identified by words or phrases like “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward looking statements”. Similarly, the statements that describe our objectives, plans or goals are also forward-looking statements. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the steel, soya, real estate, power and minning industry in India and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and our overseas markets which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry. For further discussion of factors that could cause our actual results to differ, see “Risk Factors” beginning on page [●]. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither Our Company nor the BRLM, nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, Our Company and the BRLM will ensure that investors in India are informed of material developments until such time as the grant of trading permission by the Stock Exchange for the Equity Shares allotted pursuant to the Issue.

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SECTION III - RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all of the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. If any of the following risks actually occur, our business, profitability and financial condition could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment. Note: Unless specified or quantified in the relevant risk factors below, we are

not in a position to quantify the financial or other implication of any risks mentioned herein under:

A) Risks Internal to Our Company 1. Risk relating to litigation

Our Company and its promoters are party to some litigations. A summary of the litigations, in which we are involved, is mentioned herein below. For further details on these litigation cases please refer to the chapter ‘Legal and other regulatory information’ on page [●].

Sr.No.

Nature of Case Number of Cases

Amount Involved (Rs.)*

1. Criminal Cases- (out of which one is filed by the Promoter and one against the Promoter and 4 by Our Company and 1 against Our Company. None of the above are quantifiable except one which is filed by Our Company)

8 5,00,000

2. Civil Cases – 7 cases filed by Our Company (out of which 1 is not quantifiable) and 9 civil cases filed against Our Company (out of which 3 are not quantifiable).

17 7,93,19,579/- in respect of claims filed by Our Company and 24,73,892 in respect of claims against Our Company

3. Arbitration- 4 cases filed by Our Company (out of which 2 are not quantifiable) and 3 cases filed against Our Company (out of which 2 are not quantifiable)

7 45,49,566 in respect of claims filed by Our Company and 1,24,00,000 in respect of claims against Our Company.

4. Writ Petitions/ Public Interest Litigation- 3 petitions filed by Our Company (out of which 2 are not quantifiable) and 3 petitions filed against Our Company, none of which are quantifiable.

6 35,00,000 in respect of claims filed by Our Company.

5. Legal Notice 1 Not quantifiable

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* The amount involved is the amount expressly claimed, being the liability and financial impact which may be incurred if it/ they are unsuccessful in legal proceedings. However, it does not include those penalties, interests and costs, if any, which may be imposed which may have been pleaded but not quantified in the course of legal proceedings, or which the Court/Tribunal otherwise has the discretion to impose. The imposition and amount of such penalties/ interest/ costs are at the discretion of the Court/Tribunal where the case is pending. Such liability if any would crystallize only on the order of the Court/ Tribunal where the case is pending.

2. Size of the Project The total cost of setting up of the Integrated Steel Plant is estimated at Rs. 1,21,663 Lacs, which includes Phase I, II and III. The cost of the Project is quite large when compared to our current size of operations. The successful implementation and commencement of Phase III depends on the competency of the Promoters in handling such a large size of project. Investors are therefore faced with an uncertainty of performance of the Management. Our Promoters have experience of setting up of Phase I and II of Steel & Power Division comprising of 3,00,000 TPA Sponge Iron, 1,30,000 TPA Steel Billet and 24 MW Power Plant, with added facilities of Railway Siding, Coal Washery and Iron Ore Crusher Unit. The total cost of Phase I and Phase II project aggregated to Rs. 24,000 Lacs. Phase I commenced commercial production in a record time of eleven months without any cost over run. One of Our Promoter, Mr. Satish Goel, has over two and half decades of experience in the business. The Group has diversified and expanded several times since its inception. Hence the Promoters are confident of managing an expansion of this magnitude. We have also appointed senior and experienced professional who have the experience of setting up similar facilities in the past. However, any cost and/or time overrun in the implementation of Phase III of the project will impact the financial performance of Our Company. 3. Orders for Plant and Machinery not placed Our Company has obtained a Techno Economy feasibility report from MECON Limited. As per the feasilbity report the total cost for setting up sinter plant, blast furnace, steel melt shop, rolling mill, oxygen plant, captive power plant and common facilities would be Rs. 45,300 lacs. Of this Our Company has entered into agreement for installation and running sinter plant and blast furnace with China Mettalurgical Group Corporation (CMGC). 4. Risk associated to shortfall in or non-availability of raw material for Steel

Division. Steel Industry is a raw material intensive industry; hence we are constantly exposed to risk of uncertainty in the supply of raw materials, particularly iron-ore, coke and coal. Disruption in the supply of any of the above raw material may lead to hampering of the production process flow. The major raw materials required for the proposed steel plant are iron ore fines, ferro-chrome, ferro-nickel, limestone, dolomite, calcined lime (SMS grade), calcined dolo (SMS grade), quartzite and coke. Most of the raw material requirement can be met from the nearby areas of Barbil in the Keonjhar district of Orissa. Our Company has been

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granted sanction by Government of India for prospecting iron ore mining lease over an area of 800 hectares in village Hahaladdi and over an area of 287 hectares in village Metabodali in Chhattisgarh state for a period of 2 years which would be converted to 30 years mining lease after 2 years. 27 Million Tonnes of Coal reserves have been allotted in Nakia coal block (Chhattisgarh). For Coal block at Rawanwara North (Madhya Pradesh) having 177.07 Million Tonnes of Coal reserves State Government has recommended to the Central Government for the allocation of the same to Our Company. Also Our Company has linkage for supply of iron ore and coal from National Mineral Development Corporation and Southern Eastern Coal Fields Limited, respectively. We also have an understanding with leading Raw Material supplier like Glencore India Pvt Ltd for covering the need of raw material such as Coke, Nickel etc specially which we have to import. Further, in the proposed project we will take coal injection in Blast Furnace, which will reduce coke intake to the extent of 30%. In case of Iron ore our new project will utilize iron fines, which is 1/3rd, the cost of lumps and are abundantly available in India. 5. Risk associated to Prices of Finished Products for Steel Division. In the recent past, there have been wide fluctuations in the prices of finished products both at domestic and international levels, which may impact our profitability. In our proposed project, the technology we are using will allow us to use iron ore fines and coal instead of iron ore lumps and coke respectively, and also captive mines and power would make us a relatively low cost manufacturer as compared to our competitors in the industry. Our long products cater to oil and gas sector, auto sector and precision machinery sector whose performance will have a direct impact on our performance. In addition to this, any downward fluctuation in the price may impact our profit margins. 6. Seasonal nature of Soya business and dependence on availability of Soya seed Operations of Soya Division are highly dependent on the Soya crop. Plant of Soya Division is generally operated only for 120 to 130 days during a financial year. During good crop the operations of Soya division are more, which may even extend to 180 days. During FY 2003-04 due to better Soya crop Our Company operated its plant over 180 days. Availability of Soya seed will be affected by number of factors, like rain, irrigational facilities, any crop disease, change in crop pattern adopted by the farmers etc. Occurrence/Non occurrence of any of these factors may adversely affect the availability of raw material for Soya division, thereby affecting our financial performance. 7. Improper storage, processing and handling of Soya may cause damage to our

stock

Majority of our inventory in Soya division consists of soya, in the event these raw materials are not appropriately stored, handled and processed it may affect the quality of the end products, which would impact our operations. 8. Cost of Cement and Steel, untimely completion of our real estate projects,

downward trend in the real estate prices would impact the profitability of our real estate division.

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Our real estate projects are located at the prime location of Nagpur, which is a proposed cargo hub of India, inter alia due to which there is a steep rise in the real estate prices in this locality. However, increase in the cost of Cement and Steel will impact our margins. 9. Any geological disturbance will have an effect in the extraction of the

contemplated mineable reserves of iron ore, coal and other minerals whose mining lease has been awarded to us, which would have an impact on our performance.

We have applied for the mines based on the reports by the Geological Survey of India, on the reserves available in the mines allotted to us. However, in the process of mining if any geological disturbances are found, our performance may be affected. 10. We have issued our Equity Shares with large variations between the two issue

prices even on the same day. We have issued shares to private investors and other friends, relatives, employees and our promoters during the period from March 2005 to March 2006. While the said shares have been issued to friends, relatives, employees, and promoters at face value, shares have been issued to other private investors at a premium.

On 31st March 2005, Our Company issued 6,11,600 Equity Shares at an Issue Price of Rs. 50/-per share, whereas on the same day we also issued 76,28,500 Equity Shares at an Issue Price of Rs. 10/-per share. Again, on 31st March 2006, we issued 48,73,150 Equity Shares at an Issue Price of Rs. 10/-per share, whereas 10,20,000 Equity Shares were issued at an Issue Price of Rs. 50/- per share on the same day.

11. Delay in launching of the IPO will impact Our Company

The project is funded partly from the proceeds from IPO. The debt equity mix for the project is 2:1. Any delay/failure of the IPO will impact the profitability / operations of Our Company. We will make alternate funding arrangements in case there is any eventuality such as delay or failure of IPO. 12. Relationships with our employees

Due to our labour intensive manufacturing activities we depend heavily on our employees and on the employees’ ability to provide high quality services. In the event of a shortage of skilled labour or a stoppage caused by disagreements with our employees in the future, it could affect our ability to meet quality standards in manufacturing and timely completion of orders, which could lead to reduced business. Our Company realizes its corporate social responsibility, and always endeavors to adopt labour welfare measures like providing free hospital facilities, technical training etc., Our Company has not faced any strike, labour unrest or any other labour related problems, since we share a good relation ship with our employees. Manufacturing activities at our plant are labour intensive and any shortage of skilled labour would affect our ability to adhere to quality standards in manufacturing and timely completion of orders, which could in turn affect the performance.

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13. Pending government approvals

Our Company has applied for and not received / not applied for certain approvals in relation to the Objects of our Issue

The following are the material permissions / approvals in respects of the setting up of our proposed steel manufacturing facility (Phase III) at Raigarh:

Licenses applied for and are pending:

Licenses for which application is to be made:

14. Manufacturing activities at our Plants are prone to accidents

Our Company adopts statutory safety norms and “Safety First” policy. However, any mishandling during the manufacturing process at its plants or accidents may result in bodily injury or damage to properties. Though we have taken all customary insurance cover against risk of damage to equipment, employees and third parties as well as potential liabilities, any occurrence of such kind may result in disruption of operations and significant losses. 15. Contingent Liabilities

We have not provided for Contingent liabilities as on 31st March 2006 as stated herein below. These contingent liabilities are in the normal course of business. To the extent these contingent liabilities become our actual liabilities, these will adversely affect our

Sr. No

Date of Application

Purpose Authority

1 1st August 2006 Application for obtaining NOC from the State Government for obtaining Environment Clearance from Ministry of Environment and Clearance and to obtain “Permission to Establish” under Air Act & Water Act

Chhattisgarh Environment Conservation Board, Central Pollution Control Board (CPCB)

2 25th August 2006 Clearance for additional Power Supply

Chief Engineer (Commercial), Chhattisgarh State Electricity Board, Raipur

3 14th August 2006 Application is made to Chhattisgarh State Government for conversion of land admeasuring Rakba 2.165 and 23.682.

Chhattishgarh State Government.

Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

License for installing a Boiler

Director of Boilers Application will be submitted after October 2006

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results of operations and financial condition in future. Details of these contingent liabilities are as follows:

(Rs. in Lacs)

16. Certain lease deeds which are required to be registered have not been

registered”

We have taken certain properties being our production units/office premises, on rental basis, but the agreements in respect thereof remain to be registered.

Sr. No. Location Details of the Agreement / Sale Deed 1 Shri Krishnan

Apartment, 10 Daga Layout, North Ambazari Road, Nagpur – 440 033

Rent Agreement dated 10th July 2003 with Aditya Goel (Administrative Office)

2 Shri Krishnan Apartment, 10 Daga Layout, North Ambazari Road, Nagpur – 440 033

Rent Agreement dated 10th July 2003 with Uma Goel (Administrative Office)

3. Plot No. 624, Urla Industrial Complex, Raipur – 493 221

Rent Agreement dated 1st April 2006 with Jagdamba Roller Flour Mills Private Limited. (Registered Office)

17. There are concerns and threats in the Appraisal Report. The Project has been appraised by SBI Capital Markets Limited, and the appraisal report mentions the following as concerns and threats for the project proposed to be set up by Our Company. • The products - special alloy (Seamless tube and Wire rod) and stainless steel being

manufactured by Our Company are the high end products catering to a specialized market of customers and are mainly met by way of imports and existing players.

• There is demand-supply gap for these specialized stainless steel products and hence a number of capacity expansions are expected to be implemented by various companies over the next few years. In this scenario, the player with lower production costs would be in a position to utilize capacities optimally.

18. Risk associated with Companies in the same line of business activities. Our Group companies namely Ind Mineral Explorers Private Limited, Ind Power Limited and Satish Goel Enterprise Private Limited are in the same line of business activities, which may create conflict of business interest.

Particulars

For the year ended 31st March 2006

For the year ended 31st March 2005

Claims against the Companies not acknowledged as debt

137.71 45.00

Liability in respect of LC Bill Discounting 517.41 -

Third Party Guarantee Given - 119.00

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Our Promoter Company during the year 2006 has changed its name from Uma Plantations Private Limited to Uma Infrastructure Private Limited with an intention to enter into infrastructure business, which is one of the activities carried on by Our Company. We have entered into non-compete agreements with Uma Infrastructure Private Limited, Ind Mineral Explorers Private Limited, Ind Power Limited and Satish Goel Enterprises Private Limited hence there would not be any conflict of business interest with these Companies.

19. Pending utilization for the purposes described in Section “Objects of the

Issue”, we intend to temporarily invest the funds in high quality interest/dividend bearing liquid instruments including money market, mutual funds, deposit with banks for necessary duration. GILT edged securities and other ‘AAA+’ rated interest bearing securities as may be approved the Board of Directors or a Committee thereof. Such transactions would be at the prevailing commercial rates at the time of investment. This deployment may not result in adequate returns for Our Company.

20. As per loan agreements executed by us with our bankers, we are subject to

several restrictive covenants, as mentioned below: There are restrictive covenants in agreements we have entered into with certain banks and financial institutions for short-term loans, including fund-based and non-fund-based loans, and long-term borrowings. These restrictive covenants inter alia provide that Our Company cannot without the prior consent of its lenders alter its capital structure, make any corporate investments or investments by way of issuance of share capital or debentures, formulating any scheme of amalgamation or reconstruction, undertake new projects or expansion of the existing facilities, distributing dividends to its shareholders, withdraw money brought in by the promoters, directors during the pendency of the loans, or lend or advance funds to third parties or undertake guarantee obligations except in the ordinary course of business. Though we have received approvals from all our lenders for this Issue, these restrictive covenants may also affect some of the rights of our shareholders, including the payment of the dividends. 21. Our Group Company, Ind Power Limited, has not commenced commercial

operations, despite being incorporated since August 2004. Ind Power Limited, was incorporated in August 2004, however, it obtained Certificate of Commencement of Business dated 21st September 2005 from the Registrar of Companies, Madhya Pradesh & Chhattisgarh. 22. We do not own the Registered Office of Our Company. We have our registered office on leased premises. We have entered into a leave and license agreement with our Group Company Jagdamba Roller Flour Mills Private Limited for a period of 3 years. The Agreement is valid till March 31, 2009. B) RISKS FACTORS EXTERNAL TO OUR COMPANY 1. Cyclical nature of the Industry

World over, Iron and Steel Industry, is cyclical in nature leading to imbalance in the demand supply situation. When the supply exceeds the demand, the prices of the

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finished products would be affected. This would adversely affect our margins and impact the financial performance significantly. 2. Change in the Technology for production of Long Products.

We have adopted the latest available technology from Chinese Metalurgical Group Corporation, to manufacture long products. However, if Our Company is unable to adopt newer technologies in future, it may affect our competitiveness and it may impact our profitability. 3. Changes in Government Policies

Oil Manufacturers, Drillers and Automobile Industry are the main consumer of our finished products. Any change in Government policy with respect to these companies would adversely impact the demand for our products. This would directly reduce the demand for the products manufactured by us.

Further, any increase in import duty of scrap (one of the raw materials) or any decrease in custom duty for import of Long Products would impact the profitability of Our Company. Any such adverse change in the Government policies relating to the Stainless Steel, Sponge Iron, Ferro Alloys, and Iron Ore may have an impact on the profitability of Our Company. Such changes are not limited to but may be in respect of Sales Tax, Customs Duty, Import/ Export restriction, Excise Duty, VAT or any other levies. 4. Increasing employee compensation in India may erode some of our

competitive advantage and may reduce our profit margins. Employee compensation in India has historically been significantly lower than employee compensation in the United States and Western Europe for comparably skilled professionals, which has been one of our competitive strengths. However, compensation increases in India may erode some of this competitive advantage and may negatively affect our profit margins. Employee compensation in India is increasing at a faster rate than in the United States and Western Europe, which could result in increased costs relating to scientists and engineers, managers and other mid-level professionals. We may need to continue to increase the levels of our employee compensation to remain competitive and manage attrition. Compensation increases may have a material adverse effect on our business, results of operation and financial condition. 5. Risk due to Increasing global competition

Our Company may face growing/new competition from existing players and new entrants. We operate in a globally competitive business environment. Growing competition from China, Russia, Ukraine, Mexico and Latin American countries may impact our profitability.

With the proposed project, Our Company would become a fully integrated player in the long products and thus would become one of the low cost producers.

We aim to keep abreast with the dynamic business scenario and as a part of our business plans, we have broadened our product mix. We, as a part of our continuous R&D activities, have been achieving developments in areas of better process technology, improved process yield, sourcing of raw material at competitive prices and development of new products/processes.

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6. Non-availability/gradual elimination of Income Tax benefits, available for our Raigarh plant, will increase our future tax liabilities and decrease profits that we might have in future.

We currently enjoy various deductions under the Income Tax Act u/s 80 IA, 80 IB and 80 JJA which are applicable for companies which are engaged in specific activities or are located in specific areas. The deduction under the Income Tax Act shall be for a specific period and could have a material adverse effect on our profits and cash flow in future. For further details refer to section titled “Tax Benefits” on page [●]. 7. Any change in regulatory environment in relation to manufacturing within the

country or for marketing our products within and outside the country will significantly impact our business. If we fail to comply with environmental laws and regulations or face environmental litigation, our results of operation may be adversely affected.

We keep ourselves abreast of the various developments in relation to the regulatory environment and gear ourselves in order to comply with such regulatory changes. We have been complying with current environmental laws and regulations and have also obtained necessary approvals from regulatory bodies.

8. Terrorist attacks and other acts of violence or war involving India, the United

States, and other countries could adversely affect the financial markets, result in a loss of business confidence and adversely affect our business, results of operations and financial condition.

Terrorist attacks and other acts of violence or war, including those involving India, the United States or other countries, may adversely affect Indian and worldwide financial markets. These acts may also result in a loss of business confidence and have other consequences that could adversely affect our business, results of operations and financial condition. Increased volatility in the financial markets can have an adverse impact on the economies of India and other countries, including economic recession.

9. Our performance is linked to the stability of policies and political situation in

India as well as the countries with which we have business relations. The role of the Indian central and state governments in the Indian economy on producers, consumers and regulators has remained significant over the years. Since 1991, the Government of India has pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. We cannot assure you that these liberalization policies will continue in the future. Any adverse move could slowdown the pace of liberalization and deregulation. The rate of economic liberalization could change, and specific laws and policies affecting technology companies, foreign investment, currency exchange rates and other matters affecting investment in our securities could change as well. A significant change in India’s economic liberalization and deregulation policies could disrupt business and economic conditions in India and thereby affect our business. 10. Any volatility in the exchange rate of any foreign currency vis-à-vis the Indian

Rupee may affect our profitability. Out of the total cost of plant and machinery in the proposed project, some of the machineries will be imported. In addition to this 35% of our total raw material requirement is imported. Exposure to this volatility is minimized through our exports.

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11. Changes in trade policies may impact us. Any change in policies by the countries, in terms of tariff and non-tariff barriers, from which we import raw material and/or countries to which we export our products, may have an impact on our profitability.

12. Our Company is subject to risk rising from changes in interest rates and

banking policy. Our Company is dependent on various banks and financial institutions for our working capital requirements and term loans etc. Accordingly, any change in the extant banking policy or increase in interest rates may have an adverse impact on Our Company’s profitability. 13. Risks arising from changes in taxation policies, statutory taxes and other

levies affect the cost of production and prices of our products. Any increase in any of these taxes or levies in the future, may have a material adverse impact on our business, results of operations and financial condition.

14. No public market for the shares of Our Company

There has been no public market for the Equity Shares of Our Company and the prices of the Equity Shares may fluctuate. There can be no assurance that an active trading market for the Equity Shares will develop or be sustained after this Issue or that the prices at which the Equity Shares are sold in this Issue will correspond to the prices at which the Equity Shares will trade in the market subsequent to this Issue.

15. Volatility of share prices on listing

After this Issue, the price of our Equity Shares may be highly volatile, or an active trading market for our Equity Shares may not develop. The prices of our Equity Shares on the Stock Exchanges may fluctuate as a result of several factors, including:

� Volatility in the Indian and global securities market; � Our results of operations and performance, in terms of market share; � Performance of the Indian economy; � Changes in Government policies; � Changes in the estimates of our performance or recommendations by financial

analysts; � Perceptions about our future performance or the performance of Indian Steel

and/or Real Estate, Soya companies generally; � Performance of the Company’s competitors in the Indian steel and/or real

estate, soya industry and market perception of investments in the Indian steel, soya, real estate sector;

� Adverse media reports on Our Company or the Indian Steel and / or real estate, soya industry;

� Changes in the applicable tax incentives; � Significant developments in India’s economic liberalization and deregulation

policies; and � Significant developments in India’s fiscal and environmental regulations.

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16. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue.

The Issue Price of our Equity Shares will be determined by the Book Building Process. This price will be based on numerous factors (discussed in the section ’Basis of Issue Price’ on page [•]) and may not be indicative of the market price of our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price. We cannot assure you that you will be able to resell your Equity Shares at or above the Issue Price. Among the factors that could affect our share price are:

a) Quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues;

b) Changes in revenue or earnings estimates or publication of research reports by analysts;

c) Speculation in the press or investment community; d) General market conditions; and e) Domestic and international economic, legal and regulatory factors unrelated to

our performance.

Notes to Risk Factors: 1. Pre-Issue Net worth of Our Company as per the financial accounts of Our Company

for the period ending on 31st March 2005 was Rs. 7,124.32 lacs and as on 31st March 2006 is Rs. 11,882.82 lacs.

2. Size of the Present Issue – Issue of 2,00,00,000 Equity Shares of Rs. 10/- each

issued at a premium of Rs. [●] for cash, aggregating Rs. [●] lacs. The face value of the Equity Shares is Rs. 10/- and the issue price is [●] times the face value at the lower price band and [•] at the upper price band. The issue would constitute 39.18% of the fully diluted post issue paid up capital of Our Company.

3. The average cost of acquisition of Equity Shares of the promoters is given below

Sr. No Name of our Promoters Average cost of acquisition of shares

(Rs.) 1. Mr. Satish Goel 7.05 2. Mr. Aditya Goel 5.86 3. Mrs. Uma Goel 6.97 4. Uma Infrastructure Private Limited 10.60

4. Book value of the Equity Shares of Our Company as on 31st March 2005 was Rs

28.85 per share and as on 31st March 2006 is Rs. 38.28 per share. 5. Our Company has issued 70,000 Equity Shares of Rs. 100/- each as bonus shares

by capitalization of free reserves during the year 1993, details of which are mentioned in the notes to Capital Structure.

6. Investors may please note that in the event of over-subscription, allotment shall be

made on a proportionate basis in consultation with BSE, the Designated Stock Exchange.

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7. Investors may contact the BRLM or the Compliance officer for any compliant/clarification/information pertaining to the issue. For contact details of the BRLM please refer to the front cover page.

8. All information shall be made available by Our Company and the BRLM to the

public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever.

9. There are no contingent liabilities as on 31st March 2006, except as mentioned in

the Auditor’s report. 10. Investors are advised to refer to the paragraph ‘Basis for Issue Price’ on page [●]

before making an investment in this issue. 11. Bidders should note that on the basis of name of the Bidders, Depository

Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository demographic details of the Bidders such as address, bank account details for printing on refund orders and occupation. Hence, Bidders should carefully fill in their Depository Account details in the Bid-cum-Application Form and also update their demographic details with their respective depositary participant.

12. For details of liens and hypothecation on the properties and assets of Our Company

please see Section on ‘Financial Statements’ on page [●]. 13. For details of loans and advances, transactions between the group / promoter

companies and any other related parties, please refer to the Auditors Report on page [●].

14. During the last 3 years name of Our Company was changed on 21st September

2005 from Ind Agro Synergy Limited to Ind Synergy Limited, since the activites of Our Company was not restricted to only agro based products we decided to change our name. For further details of Change in name, please refer to the “Our History and Certain Corporate Matters” on page [●].

15. Other than as disclosed in the ‘Related Party Information’ in this Draft Red Herring

Prospectus, the Promoters / directors / key management personnel of Our Company have no interest other than reimbursement of expenses incurred or normal remuneration or benefits.

16. No part of the Issue proceeds will be paid as consideration to Promoters, Promoter

Company, Directors, Key Managerial Personnel, Associate Companies or Group Companies.

17. This Issue is being made through a 100% Book Building Process wherein up to 50%

of the Net Issue to Public shall be allocated on a proportionate basis to Qualified Institutional Buyers, of which 5% shall be reserved for Mutual Funds. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price.

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SECTION IV - INTRODUCTION

SUMMARY You should read the following summary together with the risk factors and the more detailed information about us and our financial data included in this Draft Red Herring Prospectus. Note: Unless otherwise indicated, all financial and statistical data relating to the industry in the following discussion is derived from internal Company reports & data, industry publication and estimates. This data has been reclassified in certain respects for purposes of presentation. For more information, see “Forward Looking Statements and Market Data” on page no. [●]. INDUSTRY AND BUSINESS OF OUR COMPANY 1. Industry: � STEEL INDUSTRY (Source: www.steel.nic.in, National Steel Policy, 2005 and Appraisal Report of SBI Capital Markets Limited) The iron and steel industry in India is organized in three categories’ viz. main producers, other major producers and the secondary producers. The main producers and other major producers have integrated steel making facility with plant capacities over 0.5 MT and utilize iron ore and coal/gas for production of steel. In 2004-05, the main producers i.e. SAIL, TISCO and RINL had a combined capacity of around 19.3 MT and capacity utilization was 104 percent. The other major producers comprising of ESSAR, ISPAT and JVSL had a capacity of 6.4 MT with capacity utilization of 97 percent. The secondary sector is dispersed and consists of:

(a) Backward linkage from about 120 sponge iron producers that use iron ore and non-coking coal, with a capacity of around 13 MT, providing feedstock for steel producers. The capacity utilization in 2004-05 was 75 percent.

(b) About 650 mini blast furnaces, electric arc furnaces, induction furnaces and

energy optimizing furnaces that use iron ore, sponge iron and melting scrap to produce steel. Their capacity is around 14.7 MT, and capacity utilization in 2004-05 was 58 percent.

(c) Forward linkage with about 1,200 re-rollers that roll out semis into finished

steel products for consumer use. These are small and medium enterprises, whose reported capacity is around 15 MT, and capacity utilization in 2004-05 was 55 percent.

Alloy Steel Introduction Alloy steels are indispensable both in the form of cutting and shaping tools for the manufacture of equipment and as components of various machinery, equipment and appliances. In addition, production of alloy and special steels is strategic not only from the point of view of critical requirement of industrial growth of the country, but also

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from its application in the defense needs. While major emphasis was laid for the production of mild steels in sixties and seventies, the efforts towards production of alloy and special steels were inadequate to meet the country’s requirements of alloy and special steels. This has resulted in imports of large quantities of various categories of alloy and special steels in the country in the past, causing drainage of valuable foreign exchange. However, in recent years India has started exporting of alloy and special steels to various countries. Besides, during the last one decade, globalization has propelled growth in Indian economy and industries resulting higher domestic demand of steel. In view of this, it is necessary to create/expand additional capacities for alloy and special steels to meet the growing needs of the manufacturing and other engineering industries in the country as well as export demand. Since alloy and special steels are used either as input material for production of components in various engineering industries or as tools and accessories to shape metals and other materials, its demand would depend on the demand for the finished products of these consuming industries.

Stainless Steel Stainless Steel Industry in India Production of Stainless steel in India started in the late sixties. Production gradually increased to 24,000 tonnes in the mid seventies. Towards the end of the eighties, the government changed its policies allowing production of all types of steel in the Secondary Sector. New capacities were created and in 1980-81, India’s production of stainless steel reached 66,000 tonnes. During the eighties, AOD/VOD (Argon Oxygen Decarburisation / Vacuum Oxygen Decarburisation) processes were introduced by some EAF units, which started the use of High Carbon Ferro Chrome for the first time in India that brought down the cost of production of stainless steel. Small Induction Furnace (IF) units also started melting stainless steel scrap for recycling into usable steel. At present there are about 19 producers of stainless steel in India with EAF/IF melting and AOD/VOD facilities having an annual capacity ranging from 10,000 to 400,000 TPA each. These units contribute about 80 percent of the country’s production. Besides, these about 17 percent IF units that melt stainless steel scrap and produce pencil ingots without any refining facilities. Their average per unit production ranges from 5,000 to 8,000 tonnes and they contribute about 20 percent of India’s Stainless Steel production. India has outpaced the global growth rates consistently over last several years. Against world average growth rate of 6 % the Indian Production has grown over 16% during the last 15 years to hit melting production of 1.87 Million tones in 2004-05. India’s share of world production has accordingly increased from 2% in 1991-92 to around 7% in 2004-05.

Pig iron Introduction Pig iron is the immediate product of smelting iron ore with coke and limestone in a blast furnace. It has a high carbon content, typically 4-5%, which makes it very brittle and not very useful directly as a material. Pig iron is typically poured directly out of the blast furnace into pots to form ingots. The ingots are then used to produce wrought iron or steel, typically with a Bessemer converter or basic oxygen furnace, by burning off the excess carbon in a controlled fashion.

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Compared to the direct reduction of iron (which is a dry process), the manufacturing of pig iron is a wet process and the output from the furnace is in the form of molten metal. The process of purification in a blast furnace is much more rigorous than the direct reduction method. Consequently pig iron has a higher Fe content. Another advantage of pig iron is that unlike sponge iron, it can be made in much larger quantities at a time. Pig iron is classified as basic grade and foundry grade. Basic grade pig iron is used in the manufacture of steel and foundry grade pig iron is used by foundries to manufacture steel castings. Pig iron competes with sponge iron and steel scrap as they are partial substitutes to one another. Another grade of pig iron called sorel grade is used by the automobile industry and for manufacturing special purpose iron castings.

Rolled Products Industry

Long Products The construction sector consumes over 10 million tonnes of steel annually, mostly comprising of long products. However, as compared with international norms, the construction industry in India is not steel-intensive. The steel to cement consumption ratio is 1.1 in developed countries, as compared with 0.31 in India. There is substantial potential for an increase in the consumption of steel in the construction industry, due to low steel consumption ratio and benefits of steel (long products), such as superior quality and durability. As steel billets are used to manufacture long products such as wire rods, their demand is also expected to show a significant increase in the years to follow. As has been the trend in the past, demand for bars and rods has been the driver for growth in long products in 2002-03. As the growth in construction is largely driven by road and urban infrastructure projects, that consume primarily bars and rods, demand for structurals, which are primarily used in mining, construction of tunnels, factory structures, transmission towers, bridges and ships, has stagnated. The total production of long products in 2002-03 is around 13 MMTPA of which bars and rods constitute 10 MMTPA. � Real Estate

Indian real estate market is roaring due to the rapidly growing economy, soaring stock market, influx of foreign investment and the growing middle class. While information technology (IT) and Business Process Outsourcing (BPO) companies continue to drive current real estate growth, and resurgence of manufacturing, organized retail and distribution warehousing will be the additional drivers in coming years.

Driven by positive growth in the economy, real estate in India is booming. The year 2006 started on a promising note when the Government of India opened the construction and development sector in February 2006, and allowed 100 per cent foreign direct investment (FDI) under the 'automatic route' in order to spur investment in the vital infrastructure sector. � INDIAN EDIBLE OIL SCENARIO INTRODUCTION: India is world's fourth largest vegetable oil economy with 15,000 oil mills, 700 solvent extraction units, 250 vanaspati (hydrogenated oil) plants, and over 500 refineries, all employing over one million persons.

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INDIAN VEGETABLE OIL INDUSTRY Type of Vegetable Oil Industry

No of Units

Annual Capacity (Lacs tonnes)

Capacity Utilization

Oilseed Crushing Units 15,000 425 (in terms of seed)

10-30%

Solvent Extraction Units 704 310 (in terms of oil bearing material)

31%

Refineries Attached with Vanaspati

126 51 45%

Refineries Attached with Solvent Extraction Plant

295 36 27%

Independent Refineries 585 35 36% Total Refineries 1,006 122 35%

Vanaspati units 256

50 (in terms of Vanaspati Bakery, shortening & margarine)

24%

Source – Directorate of Vanaspati, Vegetable oils and Fats

� Wind Power Industry

Introduction

Power generation from wind has emerged as one of the most successful programmes in the renewable energy sector, and has started making meaningful contributions to the overall power requirements of some States.

Energy is a major input for overall socio-economic development. Use of fossil fuels is expected to fuel the economic development process of a majority of the world population during the next two decades. However, at some time during the period 2020-2050, fossil fuels are likely to reach their maximum potential, and their price will become higher than other renewable energy options on account of increasingly constrained production and availability. Therefore, renewables are expected to play a key role in accelerating development and sustainable growth in the second half of the next century, accounting then to 50 to 60% of the total global energy supply.

Wind power installations worldwide have crossed 8500 MW producing about 14 billion KWh of energy annually. A total capacity of about 5500 MW has been installed in Europe, 1700 MW in USA, and 992 MW in India. India is now the fourth largest wind power generator in the world after Germany, USA and Denmark.

The State of the World 1998, a world-watch Institute Report on progress toward a sustainable society, released earlier this year, has noted that renewable energy production in the world is expanding rapidly. Wind generation is the fastest growing energy source in this decade and is expanding at 25% per year. The Report recognizes India as a new "Wind Superpower". With declining trend of cost and increase in the scale of wind turbine manufacturing, wind promises to become a major power source globally in the first few decades of the new millennium.(Source: www.indiawindpower.com)

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� MINING INDUSTRY

Minerals constitute the back-bone of economic growth of any nation and India has been eminently endowed with this gift of nature. There are many evidence that exploitation of minerals like coal, iron-ore, copper, lead-zinc has been going on in the country from time immemorial. However, the first recorded history of mining in India dates back to 1774 when an English Company was granted permission by the East India Company for mining coal in Raniganj. Mining activities in the country however remained primitive in nature and modest in scale up till the beginning of the current century. Thereafter, with progressive industrialisation the demand for and hence the production of various minerals gradually went up. After India became independent, the growth of mining under the impact of successive Five Year Plans has been very fast. There are ambitious plans in coal, metalliferous and oil sectors to increase production of minerals during the 8th Five Year Plan and thereafter.(Source: www.dgms.net) 2. Our Business: Our Company is a business conglomarate engaged into the diversified line of businesses. Currently our operations comprises of Production of Steel products including billets, sponge iron, real estate, Soya Oil Extraction and De Oiled Cakes, Wheat Products, Power from Waste Gases and Wind mills and Mining. Our Company was incorporated as a private limited company on 28-03-1985 as Goel Agro Forestry & Finance Private Limited with the primary objective of undertaking social forestry. We planted Eucalyptus plants with the financial assistance of Bank of India, Raipur Branch on about 200 acres of land in Simga Tehsil of Raipur District. Our Company with an intention to diversify into Solvent Extraction changed the name to Goel Agro Industries Private Limited in 1993. Further, Our Company was converted into a Public Limited company and the name was changed to Goel Agro Industries Limited on 04-11-1993. In the year 1994 Our Company set up a Solvent Extraction Plant for manufacture of crude oil from Soya. The name of Our Company was again changed to Ind Agro Synergy Limited on 01-09-1994. During the period from 2000-05 Our Company diversified its activities by setting up various divisions namely wheat, Power, Steel, Real Estate & Mining. Pursuant to this diversification from Agro Based Products to other sectors the name of Our Company changed to Ind Synergy Limited in 2005.

Our current manufacturing facilities are located at the following places: Division Location Activity Steel & Power Division

Village Kotmar, Mohapalli, Saraipalli of Raigarh, Chhattisgarh

Production of Sponge Iron with the installed capacity of 3,00,000 MTPA. Steel Melting Shop Unit (SMS) for the production of Steel Billets at the capacity of 1,30,000 MTPA. Captive Power Plant of 24MW capacity for the generation of power out of which 8 MW of Captive Power Plant is under installation

Real Estate Division

201, Shri Krishnam Apartment, 10, Daga Layout, North Ambazari

Development of Housing Complex namely “Lotus Court” at Nagpur for a total FSI of 1.30 Lacs sq. ft. The project location is:

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Division Location Activity Road, Nagpur-440 033(M.S.)

Near VCA Stadium, Civil Lines, Nagpur

Soya Division Village Malegaon of Saoner Tehsil of Nagpur, Maharashtra

Soya Crushing with the capacity of 1,000 TPD and Edible Oil Refinery of 100 TPD

Wheat Division Plot No. 624 Urla Industrial Area, Raipur, Chhattisgarh

Engaged in the business of Procuring Wheat, supplying it for processing on job work basis and obtain the finished goods for eventual selling

Wind Mill Division

Village Venkuswade, Satara Distt., Maharashtra

Generation of Electricity through 5 wind mills with installed capacity of 230 KVA each

Mining Division Madhya Pradesh and Chhattisgarh

Iron Ore, Manganese Ore, Coal, Zinc and Associated Minerals.

Proposed Location:

Our proposed project (Phase III) is located at Village Kotmar, Mohapalli, Saraipalli of Raigarh, and Chhattisgarh adjacent to our existing Steel & Power Division.

BUSINESS STRATEGY

Earlier Our Company was engaged into the manufacturing of Soya and Wheat products but later we have diversified into the manufacturing of sponge iron by setting up Iron & Steel Division at Raigarh as a nucleus towards building a Wholly Integrated Steel Plant. Currently, we are having the production capacity of 3,00,000 MTPA of Sponge Iron and 1,30,000 MTPA of Steel Billets along with 2x8 MW Captive Power Plant (CPP) and another 1x8 MW CPP is under installation. We propose to start Phase III project of our Steel & Power Division wherein we will be setting- up manufacturing facilities for the production of Stainless Steel at the capacity of 60,000 MTPA, Wire Rods at the capacity of 90,000 MTPA, Seamless Steel Tubes at the capacity of 90,000 MTPA and Pig iron at the capacity of 500 MTPD. We also propose to install a 50 MW Captive Power Plant to meet the power requirement of the proposed project. The power plant would be utilizing the waste gases emanating from the production process and coal, thereby generating the power for the in-house consumption at much lower rate in comparison to the charges paid by Our Company to State Electricity Board. Further, we have received certain recommendations from State Government and Mining Licenses by Central Government for the purpose of operation of mines for extraction of minerals such as Iron ore, Coal, Manganese and Zinc. Thus, there would be a proper synchronization in the activities in Steel & Power Division and Mining Division. Our Company proposes the following strategies for future growth:

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• Reduction of Operational costs We are setting up a Captive Power Plant for captive consumption and we have our own Railway Siding that will give us cost savings. Once our mines are operational we will gain additional cost competitiveness. Further, Cost saving measures like Coal Washery and Crusher Units have been set-up & are in operation

• Continue to build-up a professional organization We have a team of professionals and technocrats to look after various stages of production, commercial and marketing divisions of Our Company. We believe in transparency, flow of information, commitment to the work among our work force and with our valuable customers, suppliers, investors, government authorities, banks, financial institutions etc. Over a period of time, we have been able to build an image that can be matched with our peers. The philosophy of professionalism is foundation stone of our business strategy and we wish to make it more sound and strong in times to come.

• Enhancing Customer Base Our Company intends to grow business continuously by adding new customers. We aim to do this by effective leveraging of our marketing skills & relationship and further enhancing customer satisfaction.

• Quality Products Our Company intends to produce the quality products, which are acceptable worldwide. For that, Our Company shall be deploying better technologies in Production.

• Captive Demand of the product

A big portion of the production of the sponge iron, pig iron and Steel billets would be consumed in-house for the manufacture of our proposed products. This will lower our cost of production.

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BRIEF DETAILS OF THE ISSUE Equity Shares offered: Fresh Issue by Our Company

2,00,00,000 Equity Shares of Rs. 10/- each

Issue Price

Rs. [●] per Equity Share

Of which: (A) Qualified Institutional

Buyers portion (QIBs)

1,00,00,000 Equity Shares (Allocation on a proportionate basis) Of the above 5,00,000 Equity Shares shall be available for allocation to Mutual Funds The balance 95,00,000 Equity Shares shall be available to all QIBs, including Mutual Funds

(B) Non-Institutional Portion

30,00,000 Equity Shares (Allocation on a proportionate basis)

(C) Retail Portion

70,00,000 Equity Shares (Allocation on a proportionate basis)

Note: Under-subscription, if any, in any of the categories would be allowed to be met with spillover from the other categories, at the sole discretion of Our Company and the BRLM. Equity Shares outstanding prior to the Issue

3,10,41,350 Equity Shares of face value of Rs.10/- each

Equity Shares outstanding after the Issue

5,10,41,350 Equity Shares of face value of Rs.10/- each

Use of Issue proceeds

For additional information please see section titled “Objects of the Issue” on page no. [•].

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SUMMARY OF FINANCIAL INFORMATION

The following summary financial data has been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Guidelines and restated as described in the Auditor’s Report of our statutory auditor’s, M/s. Deshpande Malu & Co., Chartered Accountants dated 19th September 2006 in the section titled “Financial Information”. You should read this financial data in conjunction with our financial statements for each of Fiscal 2002, 2003, 2004 and 2005 and 2006, including the Notes thereto and the Reports thereon, which appears under the paragraph on “Financial Information” in this Draft Red Herring Prospectus, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements” on page [•]. STATEMENT OF ASSETS & LIABILITIES ( AS RESTATED )

(Rs In Lacs) SI No

Particulars 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06

A FIXED ASSETES Gross Block 2,484.48 2,597.17 7,345.50 11,617.68 16,951.19 Less : Depreciation 521.90 647.91 780.61 1,208.62 1,925.90 Net Block 1,962.58 1,949.26 6,564.89 10,409.06 15,025.29 Capital Work In progress 45.03 86.41 3,242.43 7,833.88 1,1628.39 Total 2,007.61 2,035.67 9,807.32 18,242.94 26,653.68

B Investment 13.25 1.29 10.00 0.00 1.50

C Current Assstes, Loans & Advances

Inventories 968.54 1,269.96 2,013.39 2,770.73 5,896.87 Sundry Debtors 184.89 538.67 487.17 2,580.55 2,239.70 Cash & Bank Balance 7.28 65.71 47.91 30.52 37.85 Loans, Advances & Other

Current Assets 83.73 180.73 326.94 770.56 2,910.23

Total 1,244.44 2,055.07 2,875.41 6,152.36 11,084.65

D Liabilities & provision Secured loans 1,587.27 2,009.46 7,817.80 14,389.22 22,007.27 Unsecured Loan 189.04 235.08 77.60 515.65 296.09 Deferred Tax Liability 0 235.34 700.32 1,208.85 1,730.66 Current Liabilities & Provision 54.97 124.22 481.85 1,157.26 1,822.99 Total 1,831.28 2,604.10 9,077.37 17,270.98 25,857.01

E Net Worth (A+B+C+D) 1,434.02 1,487.93 3,615.36 7,124.32 11,882.82 Represented By Share Capital Equity 599.97 599.97 1,363.65 2,038.40 3,059.14 Pref. Share Capital 200.00 200.00 200.00 0.00 0.00 Share Application pending

allotment 0.00 0.00 30.00 250.00 900.00

Reserve & Surplus 646.78 712.00 2054.84 4872.58 7,997.40 Less : Misc Exps not written of -12.73 -24.04 -33.13 -36.66 -73.72 Net Worth 1,434.02 1,487.93 3,615.36 7,124.32 11,882.82

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STATEMENT OF PROFIT & LOSS ( AS RESTATED)

(Rs In Lacs) Particulars 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 Income a) Of Product Manufactured by Company

10,004.94 11,260.82 16,797.75 13,679.76 25,753.35

b) Of Product traded by Company

255.38 102.58 360.00 9,711.47 10,385.83

Total Income 10,260.32 11,363.40 17,157.75 23,391.23 36,139.18 Other income 68.18 80.12 158.40 1,955.03 1,802.96 Total 10,328.50 11,443.52 17,316.15 25,346.26 37,942.14 Expenditure Cost of raw material consumed / goods sold

8,945.66 9,891.33 14,215.64 18,109.05 24,810.78

Manufacturing Expenses including excise duty

460.45 417.06 636.54 2,716.33 5,683.95

Personnel Expenses 55.29 60.50 64.87 171.07 349.77 Administrative & Other Expenses

63.60 82.88 131.10 157.63 303.28

Selling & Distbn Exps 438.43 240.01 683.64 543.88 1,343.37 Total 9,963.43 10,691.78 15,731.79 21,697.96 32,491.15 Net profit before interest , depreciation, tax & Extraordinary Item

365.07 751.74 1,584.36 3,648.30 5,450.99

Depreciation 91.47 124.75 128.39 447.07 713.21 Interest & Financial Exps 238.43 296.36 300.39 830.13 1,396.28 Net profit before Tax and before Extraordinary Item

35.17 330.63 1,155.58 2371.10 3,341.50

Current Tax 3.24 26.99 88.66 183.67 290.83 Deferred Tax 0.00 128.75 464.98 508.53 521.81 Net Profit before Extraordinary Item

31.93 174.89 601.94 1,678.90 2,528.86

Extra ordinary Item Add(Less) taxation adjustment Effect of Change in According policy of account deferred tax provisions

0.00 0.00 0.00 0.00 0.00

Profit / Loss after Extra Ordinary Item

31.93 174.89 601.94 1,678.90 2,528.86

Less : Dividend on preference Share

10.28 24.00 24.00 23.93 0.00

Less Tax on Dividend 0.00 3.07 3.07 3.13 0.00 Profit available for appropriation 21.65 147.82 574.87 1,651.84 2,528.86 Balance b/f from last year 139.34 157.99 295.81 820.68 2,422.52 Profit transferred to general reserve

3.00 10.00 50.00 50.00 50.00

Profit transferred to B/S 157.99 295.81 820.68 2,422.52 4,901.38

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GENERAL INFORMATION

IND SYNERGY LIMITED (Originally incorporated as Goel Agro Forestry and Finance Private Limited on 28th March 1985 with Registrar of Companies Madhya Pradesh and Chhattisgarh, under the Companies Act, 1956. On 1st September 1993 the name was changed to Goel Agro Industries Private Limited. On 4th November 1993 Our Company was converted into a Public Limited company and the name was changed to Goel Agro Industries Limited. On 1st September 1994 name was changed to Ind Agro Synergy Limited. Subsequently on 21st September 2005 the name was changed to Ind Synergy Limited)

Registered Office: 624, Urla Industrial Area, Raipur - 493221. Tel: +91-0771-2322309/2324403 Fax: +91-0771-2324404

Corporate Office: 301, Landmark Building, Juhu Tara Road, Santacruz (W) Mumbai – 400 049

Tel: +91-22- 26613245-47 Fax: +91-22- 26613221 Website: www.indsynergy.com E-mail: ipo@indsynergy.com

Contact Person: Mr. Vijay Modi, Company Secretary & Compliance Officer

Company Registration No.: U15143CT1985PLC002806 Registrar of Companies: 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior,

Madhya Pradesh - 474009.

Our Board of Directors Name Designation Status Mr. Satish Goel Executive Chairman Executive Director Mr. Aditya Goel Managing Director Executive Director Mr. Sarvottam Nayak Executive Director Executive Director Mrs. Uma Goel Director Non- Executive Director Mr. Satyendra Narayan Singh Director Non- Executive Director Mr. Kamal Kishore Sharma Director Non- Executive Director &

Independent Director Mr. Sunil Agrawal Director Non- Executive Director &

Independent Director Mr. Dinesh Chandra Jugran Director Non- Executive Director &

Independent Director Mr. Shankar Narayanan Director Non- Executive Director &

Independent Director Mr. Satyanarayan Nuwal Director Non- Executive Director &

Independent Director For detailed profile of our Directors please refer to the Section titled ‘Our Management’ on page [•]

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LEGAL ADVISOR TO THE ISSUE M/s. KANGA & CO. ADVOCATES, SOLICITORS & NOTARY Readymoney Mansion, 43, Veer Nariman Road, Mumbai – 400 001. Tel: +91-22-6633 2288/6633 9643 Fax: +91-22-6633 9656/6633 9657 E-mail: preeti.mehta@kangacompany.com Contact Person: Ms. Preeti Mehta

BANKERS TO OUR COMPANY Bank of India Nagpur Corporate Banking Branch, Mezannine Floor, S.V.Patel Marg, Kingsway, Nagpur-440 001 Tel: +91-712-2546189 Fax: +91-712-2542899 E-mail: boincbb@dataone.in Contact Person: Mr.Kannan Oriental Bank of Commerce Murtuza Manzil, Lal Imli Chowk, Gandhibaug Nagpur-400 018 Tel: +91-712-2724465 Fax: +91-712-2723773 E-mail: bm0184@obc.co.in Contact Person: Mr Dhote Indian Overseas Bank 73, Central Avenue, Nagpur-400 018 Tel: +91-712-2724569 Fax: +91-712-2729381 E-mail: nagbr@mumnrc01.iobnet.co.in Contact Person: Mr.Shrinivasan UCO Bank Mount Road Extn. Branch, Nagpur-440001 Tel: +91-712-2534886 E-mail: ro.nagpur@ucobank.co.in Contact Person: Mr Meshram Punjab National Bank Large Corporate Banking Branch, Cuffe Parade, Nariman Point, Mumbai 400005 Tel: +91-22-22180402

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Fax: +91-22-22180403 E-mail: pnbifb@vsnl.com Contact Person: Ms Archana Bhargava State Bank of Travancore Central Avenue Branch, Nagpur 440002 Tel: +91-712-5612592 Fax: +91-712-2778522 E-mail: nagpur@sbt.co.in Contact Person: Mr Lawerence Canara Bank Badkas Chawk Branch, Nagpur 440002. Tel: +91-712- 2734082 Fax: +91-712-24090400 E-mail: mnr1084@canarabank.co.in Contact Person: Mr Reddy Union Bank of India Union Bank Bhawan,239, Vidhan Bhawan Marg, Nariman Point, Mumbai-400021 Tel: +91-22-22892012/ 22871055 Fax: +91-22-22855037 Contact Person: D. S. Hanmattekar Bank of Maharashtra Sitabuldi Branch, Sitabuldi, Nagpur. Tel: +91-712-2522372/ 73/2544519 Fax: +91-712-2529850 E-mail: agmcirnag@mahabank.co.in Contact Person: Mr. Sukhdeva Central Bank of India Corporate Finance Branch, Central Bank Building, Fort, Mumbai Tel: +91-22-22700946 /47/48 Fax: +91-22-22650686 Contact Person: T. R Gopalan United Bank of India 25, Sir P.M. Road, Mumbai Branch Fort Mumbai: 400 001 Tel: +91- 22 - 22871261 / 62 /22873656 Fax: +91- 22 - 22886909 E-mail: bmbom@unitedbank.co.in Contact Person: Mr. Prabeer Kumar Dutta

35

ISSUE MANAGEMENT TEAM BOOK RUNNING LEAD MANAGER TO THE ISSUE

UTI Securities Limited (Subsidiary of Securities Trading Corporation of Inida Limited) AMBI Reg No: AMBI / 083 SEBI Regn. No.: INM000007458 1st Floor, Dheeraj Arma, Anant Kanekar Marg, Station Road Bandra (East), Mumbai – 400 051. Tel: +91-22-67515828/ 67515815 Fax: +91-22- 67023194 Website: www.utisel.com E-mail: indsynergy@utisel.com Contact Person: Mr. Sumeet Lath / Ms. Sujaya Shetty

REGISTRAR TO THE ISSUE

Bigshare Services Private Limited SEBI Regn. No.: INR0000001385 E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400 072. Tel: +91-22-28473747/ 3474/ 0652/ 0653 Fax: +91-22-28475207 Website: www.bigshareonline.com E-mail: ipo@bigshareonline.com Contact Person: Mr. N.V.K Mohan

BANKERS TO THE ISSUE

Bankers to the Issue will be appointed before filing of the Red Herring Prospectus with RoC.

BROKERS TO THE ISSUE

All members of the recognized Stock Exchanges would be eligible to act as Brokers to the Issue.

SYNDICATE MEMBER(s)

The Syndicate member(s) shall be finalized before filing the RHP with RoC.

AUDITORS TO OUR COMPANY

Deshpande Malu & Co. Chartered Accountants E Block, New RDA Building, Bombay Market, Raipur - 492001 Tel: +91-771-229078 Fax: +91-771-227311 E-mail: dmcom@rediffmail.com Contact Person: Mr. P.C.Jain

36

COMPANY SECRETARY AND COMPLIANCE OFFICER, Mr. Vijay Modi Ind Synergy Limited, 301, Landmark Building,Juhu Tara Road, Santacruz (W) Mumbai – 400 049 Tel: +91-22- 26613245-47 Fax: +91-22- 26613221 Website: www.indsynergy.com E-mail: ipo@indsynergy.com Investors can contact the Compliance Officer or the Registrar in case of any pre-issue or post-issue related problems, such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary accounts or refund orders etc. CREDIT RATING This being an issue of Equity Shares, credit rating is not yet mandatory. TRUSTEES This being an issue of Equity Shares, appointment of trustees is not required. MONITORING AGENCY There is no monitoring agency appointed to monitor the use of proceeds of the Issue, as on the date of filing of this Draft Red Herring Prospectus. APPRAISING ENTITY The Project of Our Company has been appraised by SBI Capital Markets Limited. Contact details are as under: SBI CAPITAL MARKETS LIMITED 202, Maker Tower ‘E’, Cuffe Parade, Mumbai - 400005 Tel:+91-22-22187052/ 22189182 Fax : +91-22-22188332 / 22186367 Website: www.sbicaps.com Email: manish.kothari@sbicaps.com Contact Person: Mr. Manish Kothary/Ms. Gauri Sawant Grading Of IPO Our Company has not opted for the grading of the present IPO. Withdrawal of the Issue Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue anytime after the Bid/Issue Opening Date without assigning any reason therefore.

37

In the event of withdrawal of the Issue anytime after the Bid/Issue Opening Date, Our Company will forthwith repay, without interest, all monies received from the applicants in pursuance of the Draft Red Herring Prospectus. If such money is not repaid within 8 days after Our Company become liable to repay it, i.e. from the date of withdrawal, then Our Company, and every Director of Our Company who is an officer in default shall, on and from such expiry of 8 days, be liable to repay the money, with interest at the rate of 15% per annum on application money. Book Building Process Book building refers to the collection of Bids from investors, which is based on the Price Band, with the Issue Price being finalized after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are: 1. Our Company 2. The Book Running Lead Manager; and 3. The Syndicate Members who are intermediaries registered with SEBI or registered

as brokers with the Stock Exchange(s) and eligible to act as underwriters. The BRLM appoints the Syndicate Members.

The SEBI DIP Guidelines has permitted an issue of securities to the public through the 100% Book Building Process, wherein up to 50% of the Issue shall be available for allocation to QIBs on a proportionate basis out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Qualified Institutional Buyers Portion shall be available for allocation on a proportionate basis to all Qualified Institutional Buyers, including Mutual Funds, subject to valid Bids being received at or above Issue price. Further, not less than 15% of the Issue shall be available for allotment to Non Institutional Bidders and not less than 35% of the Issue shall be available for allotment to Retail Individual Bidders on a proportionate basis, subject to valid Bids being received at or above the Issue Price. We will comply with the SEBI DIP Guidelines for this Issue. In this regard, we have appointed the BRLM to procure subscriptions to the Issue. The process of book building, under SEBI DIP Guidelines, is relatively new and the investors are advised to make their own judgment about investment through this process prior to making a Bid in the Issue. Pursuant to recent amendments to SEBI DIP Guidelines, QIBs are not allowed to withdraw their Bid after the Bid/Issue Closing Date. Please refer to the section entitled “Terms of the Issue” on page [●] for more details. Steps to be taken by the Bidders for bidding: 1. Check eligibility for bidding (see the section titled “Issue Procedure - Who Can Bid”

on page [•]); 2. Ensure that the Bidder has a demat account and the demat account details are

correctly mentioned in the Bid-cum-Application Form; 3. Ensure that the Bid-cum-Application Form is duly completed as per instructions

given in this Draft Red Herring Prospectus and in the Bid-cum-Application Form.

38

Bid/Issue Programme Bid/Issue opens on: __________________

Bid/Issue closes on: __________________

Bids and any revision in Bids shall be accepted only between 1000 hrs and 1500 hrs (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form except that on the Bid/Issue Closing Date, the Bids shall be accepted only between 1000 hrs and 1300 hrs (Indian Standard Time) and uploaded till such time as permitted by the BSE and the NSE on the Bid/Issue Closing Date. Investors please note that as per letter no. List/smd/sm/2006 dated 03rd July 2006 and letter no. NSE/IPO/25101-6 dated 06th July 2006 issued by BSE and NSE respectively, bids and any revision in Bids shall not be accepted on Saturdays and holidays as declared by the Exchanges. The Price Band will be decided by us in consultation with the BRLM. The announcement on the Price Band shall also be made available on the websites of the BRLM and at the terminals of the Syndicate. We reserve the right to revise the Price Band during the Bidding Period in accordance with SEBI Guidelines. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price and can move up or down to the extent of 20%. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional days after revision of Price Band subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a press release, and also by indicating the change on the web sites of the BRLM and at the terminals of the Syndicate. UNDERWRITING AGREEMENT After the determination of the Issue Price and prior to filing of the Prospectus with RoC, we will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be issued through the Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLM shall be responsible for bringing in the amount devolved in the event that the Syndicate Member(s) do not fulfill their underwriting obligations. The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

39

(This portion has been intentionally left blank and will be completed prior to filing of the Prospectus with RoC)

Name and Address of the Underwriters Indicative Number of Equity shares to

be Underwritten

Amount Underwritten

(Rupees in Lacs) UTI Securities Limited 1st Floor, Dheeraj Arma, Anant Kanekar Marg, Station Road Bandra (East), Mumbai – 400 051. Tel: +91-22-67515828/ 67515815 Fax: +91-22-67023194 Website: www.utisel.com E-mail: indsynergy@utisel.com Contact Person: Mr. Sumeet Lath / Ms. Sujaya Shetty

[•] [•]

[•] [•] [•] [•] [•] [•]

The above-mentioned amount is indicative underwriting and would be finalized after pricing and actual allocation. The above underwriting is pursuant to the Underwriting Agreement dated [•]. In the opinion of our Board of Directors (based on a certificate given by the Underwriters), the resources of all the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. All the above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with stock exchange(s). Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLM and the Syndicate Member(s) shall be responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure/subscribe to the extent of the defaulted amount as specified in the Underwriting Agreement.

40

CAPITAL STRUCTURE The share capital of Our Company as on the date of filing of this Draft Red Herring Prospectus with SEBI is as set forth below:

No. Of Shares Nominal Value (Rs.)

Aggregate Value (Rs.)

A. AUTHORISED CAPITAL 5,50,00,000 Equity Shares of Rs. 10/-

each 55,00,00,000

B. ISSUED, SUBSCRIBED AND PAID-UP

CAPITAL

3,10,41,350 Equity shares of Rs. 10/- each

31,04,13,500

C. ISSUE IN TERMS OF THIS DRAFT RED

HERRING PROSPECTUS*

2,00,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. [●]/- per share

20,00,00,000 [•]

D. NET ISSUE TO THE PUBLIC 2,00,00,000 Equity Shares of Rs. 10/-

each at a premium of Rs. [●]/- per share 20,00,00,000 [•]

E. PAID UP CAPITAL AFTER THE

PRESENT ISSUE

5,10,41,350 Equity shares of Rs. 10/- each

51,04,13,500 [•]

F. SHARE PREMIUM ACCOUNT Before the issue 36,99,93,000 After the issue [•]

*Note: In line with clause 8.7.1 of the SEBI DIP Guidelines, Our Company is exploring the possibility of placing [•] Equity Shares with certain investors. In case of Company placing the said shares, the size of the Issue to the public will stand reduced to the extent of such placement. Notes to Capital Structure: 1. Details of Increase in Authorized Capital

Sr. No Particulars of Increase Equity Capital

Preference Capital

Date of meeting, and type of meeting

1 Rs. 1,00,000 Rs. 1,00,000 -- Incorporation

2 Rs. 1,00,000 to Rs. 20,00,000

Rs. 20,00,000 -- 27-10-1986, EGM

3 Rs. 20,00,000 to Rs. 3,00,00,000

Rs. 3,00,00,000 -- 07-08-1993, EGM

4 Rs. 3,00,00,000 to Rs. Rs. -- 30-03-1994, EGM

41

Sr. No Particulars of Increase Equity Capital

Preference Capital

Date of meeting, and type of meeting

8,00,00,000 8,00,00,000

5

Reclassification of Authorised Capital into Equity share capital of Rs. 6,00,00,000 and Preference share capital of Rs. 2,00,00,000.

Rs. 6,00,00,000

Rs. 200,00,000 29-09- 1997, AGM

6 Rs. 8,00,00,000 to Rs. 25,00,00,000

Rs. 23,00,00,000

Rs. 200,00,000 26-07- 2003, AGM

7

Reclassification of Authorized Capital into Equity share capital of Rs 25,00,00,000 by the reason of redemption of Preference shares.

Rs 25,00,00,000 -- --

8 Rs 25,00,00,000 to Rs. 50,00,00,000

Rs. 50,00,00,000 -- 30-08-2005, AGM

9 Rs. 50,00,00,000 to Rs. 55,00,00,000

Rs. 55,00,00,000 -- 29-06-2006, AGM

2. Capital Build-up: Our existing Equity Share capital has been subscribed and

allotted as under:

Date on which Equity Shares were

allotted/ made fully

paid-up

Number of Equity Shares

Cumulative Share

Capital

Face

Value (In Rs.)

Issue Price (In Rs.)

Nature of

payment of

consideration

Reason of Allotment

Share premium (In Rs.)

Cumulative Share

Premium

(In Rs.)

25-04-1985

15 1,500 100 100 Cash Subscription to MOA

-- --

15-07-1986

2,985 3,00,000 100 100 Cash Further Allotment

-- --

13-03-1989

650 3,65,000 100 100 Cash Further Allotment

-- --

31-03-1992

2,350 6,00,000 100 100 Cash Further Allotment

-- --

08-02-1993

4,000 10,00,000 100 100 Cash Further Allotment

-- --

16-09-1993

70,000 80,00,000 100 -- Bonus Bonus @ 7:1

-- --

Sub-Total 80,000

42

Date on which Equity Shares were

allotted/ made fully

paid-up

Number of Equity Shares

Cumulative Share

Capital

Face

Value (In Rs.)

Issue Price (In Rs.)

Nature of

payment of

consideration

Reason of Allotment

Share premium (In Rs.)

Cumulative Share

Premium

(In Rs.)

Sub – Division into Rs. 10/- per share on September 27, 1993

27-09-1993

8,00,000 80,00,000 10 - - -- Split -- --

26-10-1994

20,00,000 2,80,00,000 10 20 Cash Further Allotment

2,00,00,000 2,00,00,000

31-01-1995

20,00,000 4,80,00,000 10 15 Cash Further Allotment

1,00,00,000 3,00,00,000

30-03-2002

12,00,000 6,00,00,000 10 10 Cash Further Allotment

-- 3,00,00,000

18-03-2004

22,05,250 8,20,52,500 10 20 Cash Further Allotment

2,20,52,500 5,20,52,500

19-03-2004

11,37,500 9,34,27,500 10 20 Cash Further Allotment

1,13,75,000 6,34,27,500

20-03-2004

11,11,250 10,45,40,000 10 20 Cash Further Allotment

1,11,12,500 7,45,40,000

22-03-2004

5,03,750 10,95,77,500 10 20 Cash Further Allotment

50,37,500 7,95,77,500

23-03-2004

10,52,500 12,01,02,500 10 20 Cash Further Allotment

1,05,25,000 9,01,02,500

24-03-2004

7,72,500 12,78,27,500 10 20 Cash Further Allotment

77,25,000 9,78,27,500

25-03-2004

3,95,000 13,17,77,500 10 20 Cash Further Allotment

39,50,000 10,17,77,500

26-03-2004

3,02,500 13,48,02,500 10 20 Cash Further Allotment

30,25,000 10,48,02,500

27-03-2004

1,56,250 13,63,65,000 10 20 Cash Further Allotment

15,62,500 10,63,65,000

25-03-2005

2,69,500 13,90,60,000 10 50 Cash Further Allotment

1,07,80,000 11,71,45,000

26-03-2005

1,42,000 14,04,80,000 10 50 Cash Further Allotment

56,80,000 12,28,25,000

28-03-2005

1,43,500 14,19,15,000 10 50 Cash Further Allotment

5,740,000 12,85,65,000

29-03-2005

8,63,500 15,05,50,000 10 50 Cash Further Allotment

3,45,40,000 16,31,05,000

43

Date on which Equity Shares were

allotted/ made fully

paid-up

Number of Equity Shares

Cumulative Share

Capital

Face

Value (In Rs.)

Issue Price (In Rs.)

Nature of

payment of

consideration

Reason of Allotment

Share premium (In Rs.)

Cumulative Share

Premium

(In Rs.)

30-03-2005

9,03,100 15,95,81,000 10 50 Cash Further Allotment

3,61,24,000 19,92,29,000

31-03-2005

6,11,600 16,56,97,000 10 50 Cash Further Allotment

2,44,64,000 22,36,93,000

31-03-2005

76,28,500 24,19,82,000 10 10 Cash Further Allotment

-- 22,36,93,000

16-11-2005

5,00,000 24,69,82,000 10 50 Cash Further Allotment

2,00,00,000

24,36,93,000

31-03-2006

48,73,150 29,57,13,500 10 10 Cash Further Allotment

-- 24,36,93,000

31-03-2006

10,20,000 30,59,13,500 10 50 Cash Further Allotment

4,08,00,000

28,44,93,000

01-08-2006

4,50,000 31,04,13,500 10 200 Cash Further Allotment

8,55,00,000 36,99,93,000

3. Shares issued for consideration other than cash

Except as mentioned in the table above (Bonus Issue), we have not issued any shares for consideration, other than cash.

4. Promoters’ Contribution and Lock-in details in respect of Promoters, whose names figure in the Draft Red Herring Prospectus as Promoters in the paragraph on “Promoters and their Background” is as under:

a. Capital built up of the promoters is detailed below:

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period (No of Years)

25-04-1985 Cash (Subscription to MOA)

5 100 100 #

16-03-1987 Cash (Purchase)

5 100 100 #

1 Mr. Satish Goel

08-02-1993 Cash (Allotment)

1,050 100 100 #

44

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period (No of Years)

18-03-1993 Cash (Purchase)

800 100 100 #

Sub Total 1,860 #

16-09-1993 Bonus (Allotment)

13,020 100 - #

Sub Total 14,880

Sub – Division into Rs. 10/- per share on September 27, 1993 27-09-1993 Split 1,48,800 10 #

31-01-1995 Cash (Allotment)

8,000 10 15 #

29-02-1996 Cash (Purchase)

1,100 10 3 #

14-08-1996 Cash (Purchase)

3,400 10 3 #

28-11-1996 Cash (Purchase)

16,300 10 3.06 #

15-09-1997 Cash (Purchase)

1,31,900 10 3.34 #

24-12-1997 Cash (Purchase)

27,300 10 3 #

19-01-1998 Cash (Purchase)

1,02,900 10 3.27 #

08-04-1998 Cash (Purchase)

34,100 10 3.5 #

28-11-1998 Cash (Purchase)

5,500 10 15 #

26-06-2000 Cash (Sale) (16,100) 10 15 #

11-01-2002 Cash (Sale) (3,32,000) 10 3.5 #

07-10-2002 Cash (Purchase)

2,50,000 10 10 #

25-11-2002 Cash (Purchase)

80,900 10 1.2 #

25-11-2002 Cash (Sale) (50,000) 10 10 #

31-03-2003 Cash (Purchase)

73,500 10 1 #

45

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period (No of Years)

26-05-2003 Cash (Sale) (2,00,000) 10 10 #

02-03-2004 Cash (Purchase)

6,91,000 10 2 #

04-10-2004 Cash (Purchase)

16,700 10 1.5 #

28-12-2004 Cash (Purchase)

2,43,000 10 1.5 #

01-03-2005 Cash (Purchase)

1,84,700 10 1.5 #

31-03-2005 Cash (Allotment)

26,35,000 10 10 #

Total (A) 40,56,000 7.95

15-07-1986 Cash (Allotment)

15 100 100 #

08-02-1993 Cash (Allotment)

2,400 100 100 #

20-02-1993 Cash (Purchase)

700 100 100 #

18-03-1993 Cash (Purchase)

490 100 100 #

Sub Total 3,605 #

16-09-1993 Bonus (7:1) 25,235 100 -- #

Sub Total 28,840

Sub – Division into Rs. 10/- per share on September 27, 1993 27-09-1993 Split 2,88,400 10 #

31-01-1995 Cash (Allotment)

10,000 10 15 #

14-08-1996 Cash (Purchase)

6,700 10 15 #

31-01-1997 Cash (Purchase)

46,700 10 3.29 #

2

Mrs. Uma Goel

15-03-1997 Cash (Purchase)

4,500 10 3.29 #

46

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period (No of Years)

14-07-1997 Cash (Purchase)

10,000 10 2 #

07-08-1997 Cash (Purchase)

2,50,000 10 10 #

02-07-1998 Cash (Purchase)

2,45,000 10 15 #

28-11-1998 Cash (Purchase)

24,200 10 6.82 #

19-11-1999 Cash (Sale) (46,000) 10 15 #

10-04-2000 Cash (Sale) (65,300) 10 15 #

26-06-2000 Cash (Sale) (13,400) 10 15 #

23-03-2001 Cash (Sale) (200) 10 15 #

27-08-2001 Cash (Purchase)

50,000 10 10 #

11-01-2002 Cash (Purchase)

1,83,000 10 3.5 #

11-01-2002 Cash (Sale) (75,000) 10 15 #

07-10-2002 Cash (Sale) (3,20,000) 10 11 #

25-11-2002 Cash (Purchase)

1,42,900 10 1.2 #

31-03-2003 Cash (Purchase)

1,75,400 10 1 #

25-02-2005 Cash (Purchase)

3,78,100 10 1.5 #

31-03-2005 Cash (Allotment)

20,92,000 10 10 #

Total (B) 33,87,000 6.64

20-02-1993 Cash (Purchase)

690 100 100 #

18-03-1993 Cash (Purchase)

200 100 100 #

Sub Total 890

16-09-1993 Bonus (7:1) 6,230 100 - #

3 Mr. Aditya Goel

Sub Total 7,120

47

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period (No of Years)

Sub – Division into Rs. 10/- per share on September 27, 1993 27-09-1993 Split 71,200 10 #

31-01-1995 Cash (Allotment)

7,200 10 15 #

14-08-1996 Cash (Purchase)

800 10 12.5 #

15-03-1997 Cash (Purchase)

11,900 10 3.5 #

31-03-1999 Cash (Purchase)

2,000 10 6.75 #

10-04-2000 Cash (Purchase)

1,200 10 14 #

11-01-2002 Cash (Purchase)

1,15,200 10 3.35 #

25-11-2002 Cash (Purchase)

22,500 10 1.2 #

31-03-2003 Cash (Purchase)

1,91,800 10 1 #

25-02-2005 Cash (Purchase)

4,96,200 10 1.5 #

31-03-2005 Cash (Allotment)

9,09,200 10 10 #

Total (C) 18,29,200 3.58

31-01-1995 Cash (Allotment)

4,36,000 10 15 #

31-07-1995 Cash (Purchase)

56,900 10 15 #

29-02-1996 Cash (Purchase)

57,200 10 15 #

14-08-1996 Cash (Purchase)

18,700 10 15 #

08-04-1998 Cash (Purchase)

6,32,000 10 15 #

4 Uma Infrastructure Pvt. Ltd.

02-07-1998 Cash (Purchase)

22,000 10 15 #

48

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period (No of Years)

19-11-1999 Cash (Sale) (18,000) 10 15 #

26-06-2000 Cash (Sale) (80,200) 10 16.73 #

04-12-2000 Cash (Sale) (27,500) 10 15 #

11-01-2002 Cash (Sale) (3,90,000) 10 15 #

25-11-2002 Cash (Purchase)

46,300 10 1.20 #

31-03-2003 Cash (Purchase)

2,00,100 10 1.20 #

23-03-2004 Cash (Allotment)

3,70,000 10 20 #

31-03-2005 Cash (Allotment)

19,68,300 10 10 #

31-03-2006 Cash (Allotment)

48,73,150 10 10 #

Total (D) 81,64,950 16.00

Grand Total (A+B+C+D) 1,74,37,150 34.16

# As per point b given below b. As per clause 4.13.1 of the SEBI DIP Guidelines the below mentioned shares of the

promoters (eligible for lock-in) shall be locked-in on LIFO basis (i.e. shares that have been issued last shall be locked in first) for a period of 3 years from the date of allotment in the public issue:

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares

Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period* (No of Years)

07-10-2002 Cash (Purchase)

1,31,200 10 10 1. Mr. Satish Goel

25-11-2002 Cash (Purchase)

80,900 10 1.2

49

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares

Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period* (No of Years)

31-03-2003 Cash (Purchase)

73,500 10 1

02-03-2004 Cash (Purchase)

6,91,000 10 2

04-10-2004 Cash (Purchase)

16,700 10 1.5

28-12-2004 Cash (Purchase)

2,43,000 10 1.5

01-03-2005 Cash (Purchase)

1,84,700 10 1.5

31-03-2005 Cash (Allotment)

26,35,000 10 10

Total 40,56,000 7.95 3

07-08-1997 Cash (Purchase)

96,400 10 10

02-07-1998 Cash (Purchase)

2,45,000 10 15

28-11-1998 Cash (Purchase)

24,200 10 6.82

27-08-2001 Cash (Purchase)

50,000 10 10

11-01-2002 Cash (Purchase)

1,83,000 10 3.5

25-11-2002 Cash (Purchase)

1,42,900 10 1.2

31-03-2003 Cash (Purchase)

1,75,400 10 1

25-02-2005 Cash (Purchase)

3,78,100 10 1.5

31-03-2005 Cash (Allotment)

20,92,000 10 10

2. Mrs. Uma Goel

Total 33,87,000 6.64 3

27-09-1993 Split 71,200 10 -- 3. Mr. Aditya

Goel

31-01-1995 Cash (Allotment)

7,200 10 15

50

Sr. No

Name of Promoters

Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares

Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital

Lock In Period* (No of Years)

15-03-1997 Cash (Purchase)

11,900 10 3.5

11-01-2002 Cash (Purchase)

1,15,200 10 3.35

25-11-2002 Cash (Purchase)

22,500 10 1.2

31-03-2003 Cash (Purchase)

1,91,800 10 1

25-02-2005 Cash (Purchase)

4,96,200 10 1.5

31-03-2005 Cash (Allotment)

9,09,200 10 10

Total 18,29,200 3.58 3

31-03-2005 Cash

(Allotment) 9,40,070 10 10.00 4. Uma

Infrastructure Private Limited

Total 9,40,070 1.84 3

Grand Total (1+2+3+4)

1,02,08,270 20.00 3

Other than the above the entire pre-issue capital of Our Company shall be locked in for a period of 1 year from the date of allotment of Equity Shares in the public issue. The lock-in period shall commence from the date of allotment of Equity Shares in the public issue. Specific written consents have been received from the above mentioned promoters to lock – in their shares for a period of 3 years to ensure minimum Promoters’ contribution to the extent of 20% of Post-Issue Paid-up Capital. For the purpose of calculating Promoters contribution, the same has been brought in the specified minimum lot of Rs. 25,000/- per application from individuals and Rs. 1,00,000/- from companies. The Equity Shares forming part of promoter’s contribution do not consist of any private placement made by solicitation of subscription from unrelated persons, either directly or through any intermediary. c. Capital Built up of persons/companies who form Promoter Group is detailed

below:

51

Sr. No

Name Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares

Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital*

Lock In

Period (No of

Years)

20-02-1993 Cash

(Purchase) 40 100 100

18-03-1993 Cash (Purchase)

440 100 100

Sub Total 480 16-09-1993 Bonus

(Allotment) 3,360 100

Total 3,840 Sub – Division into Rs. 10/- per share on September 27, 1993 27-09-1993 Split 38,400 10 31-01-1995 Cash

(Allotment) 6,300

10 15

28-12-1996 Cash (Purchase)

16,000

10 3.75

28-12-1998 Cash (Purchase)

2,700

10 15

10-04-2000 Cash (Purchase)

1,200

10 15

11-01-2002 Cash (Purchase)

4,98,800 10 3.35

25-11-2002 Cash (Purchase)

1,200

10 15

31-03-2005 Cash (Allotment)

24,000

10 10

1 Satish Goel HUF

Total 5,88,600 1.15 1

20-03-2006 Cash (Purchases)

2,00,000 10 1.56 2 Ind Mineral Explorers Private Ltd.

Total 2,00,000 0.39 1

31-03-2006 Cash (Allotment)

10,00,000 10 50 3 Ind Power Limited

Total 10,00,000 1.96 1

52

Sr. No

Name Date of Allotment / Transfer and made fully paid

Consideration/ Nature of Allotment (Bonus, Rights etc.)

No. of Shares

Face Value

Issue Price / Transfer Price

% of Post Issue Paid Up capital*

Lock In

Period (No of

Years)

20-03-2006 Cash (Purchases)

1,25,000 10 1.56 4 Jagdamba Roller Flour Mills Pvt. Ltd

Total 1,25,000 0.24 1

Grand Total (1+2+3+4)

19,13,600 3.75

* Percentage of Post Issue Shareholding of Promoter Group is indicative, and is based on the assumption that none of the person forming part of Promoter Group will subscribe to the shares offered through this issue. The final Post Issue Shareholding pattern will be determined after the Book-Building Process.

5. In terms of Clause 4.16.1(a) of the SEBI Guidelines, the Equity Shares held by persons other than Promoters prior to the issue may be transferred to any other person holding shares prior to the Issue, subject to continuation of lock-in with the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as applicable.

The Equity Shares to be held by the Promoters under lock-in period shall not be sold/hypothecated/transferred during the lock-in period. However, in terms of clause of 4.16.1(b) of the SEBI Guidelines, the Equity Shares held by Promoters, which are locked in, may be transferred to and amongst the Promoter/Promoter Group or to a new promoter or persons in control of Our Company, subject to the continuation of lock-in with the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as applicable. The Promoters may pledge their Equity Shares with banks or financial institutions as additional security for loans whenever availed by them form banks or financial institutions, provided pledge of securities is one of the conditions for the grant of loan.

6. The details of sale/ purchase/ financing of shares by Promoters/Directors of Our Company/Directors of promoters/Promoters’ Group:

The Promoters/Directors of Our Company/Directors of promoters/Promoters’ Group have not purchased and/or sold/financed any securities of Our Company during the past 6 months.

7. Shareholding Pattern of Our Company before and after the Issue is as under:

Pre-Issue Post Issue*

Category No. of Equity Shares

% holding

No. of Equity Shares

% holding

Promoters 1,74,37,150 56.17 1,74,37,150 34.16 Promoter Group 19,13,600 6.16 19,13,600 3.75

Employees 96,800 0.31 96,800 0.19 Friends, Associates & Others 1,15,93,800 37.35 1,15,93,800 22.71 Public -- 0.00 2,00,00,000 39.18 Total 3,10,41,350 100.00 5,10,41,350 100.00

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* The above shareholding pattern is indicative, and is based on the fact that all shareholders in their respective categories will subscribe to 100% of the shares offered in their respective categories. The final Post Issue Shareholding pattern will be determined after the Book-Building Process.

8. Particulars of top 10 shareholders: a. 2 years prior to the date of filing this Draft Red Herring Prospectus with SEBI i.e

26th September 2004 (will be updated before filing with RoC)

Sr. No

Name of shareholder No. of Shares

1. Uma Infrastructure Pvt. Ltd. 13,23,500 2. Satish Goel 9,76,600 3. Uma Goel 9,16,900 4. Satish Goel (HUF) 5,64,600 5. Aditya Goel 4,23,800 6. Dream Land Plantation Pvt. Ltd. 3,41,500 7. Jubilant Multitrade Pvt Ltd. 3,40,000 8. Dimple Multitrade Pvt. Ltd. 2,85,000 9. Orchid Consultancy Private Ltd. 2,50,000 10. Prakash Baid Securities Pvt. Ltd. 1,97,500

Total 56,19,400 b. 10 days prior to the date of filing this Draft Red Herring Prospectus with SEBI i.e

16th September 2006 (will be updated before filing with RoC)

Sr. No Name of Shareholder No. of Shares 1. Uma Infrastructure Pvt. Ltd. 81,64,950 2. Satish Goel 40,56,000 3. Uma Goel 33,87,000 4. Aditya Goel 18,29,200 5. Ind Power Limited 10,00,000 6. Satish Goel (HUF) 5,88,600 7. Rangini Commercial Private Limited 4,83,400 8. Aman Alluminium Private Limited 4,57,200 9. Winsome Vyapar Private Limited 4,52,000 10. Hi Land Fin & Trading Private Limited 4,04,000

Total 2,08,22,350 c. As on the date of filing this Draft Red Herring Prospectus with SEBI i.e 26th

September 2006 (will be updated before filing with RoC)

Sr. No Name of Shareholder No. of Shares 1. Uma Infrastructure Pvt. Ltd. 81,64,950 2. Satish Goel 40,56,000 3. Uma Goel 33,87,000 4. Aditya Goel 18,29,200 5. Ind Power Limited 10,00,000 6. Satish Goel (HUF) 5,88,600 7. Rangini Commercial Private Limited 4,83,400

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Sr. No Name of Shareholder No. of Shares 8. Aman Alluminium Private Limited 4,57,200 9. Winsome Vyapar Private Limited 4,52,000 10. Hi And Fin & Trading Private Limited 4,04,000

Total 2,08,22,350 9. Details of capitalization of reserves by Our Company in the past

Company has capitalized its free reserves by way of issuing bonus shares as stated below: Date of Allotment Number of Equity

Shares Face Value

Per Share (In Rs.)

Ratio

16-09-1993 70,000 100 7:1 10. Our Company, our Promoters, Directors and the Book Running Lead Manager to

this Issue have not entered into any buy-back, standby or similar arrangements for purchase of Equity Shares from any person.

11. Our Company has not raised any bridge loan against the proceeds of this Issue. 12. A bidder cannot make a bid for more than the number of Equity Shares offered

through this Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor.

13. An over-subscription to the extent of 10% of the Net Issue to public can be retained

for the purpose of rounding off to the nearest integer during finalizing the allotment, subject to minimum allotment being equal to [●] Equity Shares, which is the minimum application size in this issue.

14. In case of over-subscription in all categories, up to 50% of the Net Issue to the

Public shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (including specific allocation of 5% within the category of QIBs for Indian Mutual Funds). Further a minimum of 15% of the Net Issue to the Public shall be available for allocation on a proportionate basis to Non-Institutional Bidders and a minimum of 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Under subscription, if any, in any portion would be met with spill over from other categories at the sole discretion of Our Company in consultation with the BRLM.

15. We presently do not have any intention or proposal to alter our capital structure for

a period of six months from the date of opening of this Issue, by way of split/ consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into exchangeable, directly or indirectly, for our Equity Shares) whether preferential or otherwise, except that if we enter into acquisitions or joint ventures, we may consider raising additional capital to fund such activity or use Equity Shares as currency for acquisition or participation in such joint ventures.

16. At any given time, there shall be only one denomination for the Equity shares of Our

Company and Our Company shall comply with such disclosure norms as specified by SEBI from time to time.

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17. As on the date of filing of this Draft Red Herring Prospectus, there are no

outstanding warrants, options or rights to convert debentures, loans or other financial instruments into our Equity Shares. The shares locked in by the Promoters are not pledged to any party. The Promoters may pledge the Equity Shares with banks or Financial Institutions as additional security for loan whenever availed by them from banks/Financial Institutions, provided the pledge of shares is one of the terms of sanction of loan.

18. Since the entire money of Rs. [●]/- per share (Rs. 10/- face value + Rs. [●]/-

premium) is being called on application, all the successful applicants will be issued fully paid-up shares. The securities offered through this public issue shall be made fully paid-up or may be forfeited within 12 months from the date of allotment of securities, if not made fully paid-up, in the manner specified in clause 8.6.2 of the SEBI DIP guidelines.

19. The Equity Shares of Our Company are fully paid up and there are no partly paid

up shares as on date. 20. No payment, direct or indirect in the nature of discount, commission, allowance or

otherwise shall be made either by us or our promoters to the persons who receive allotments, if any, in this Issue.

21. We have not revalued our assets since inception, and have not issued any shares

out of revaluation reserves. 22. Our Company does not have any ESOS/ESPS scheme for our employees and we do

not intend to allot any shares to our employees under ESOS/ESPS scheme from the proposed issue. As and when, options are granted to our employees under the ESOP scheme, Our Company shall comply with the SEBI (Employee Stock Option Scheme and Employees Stock Purchase Plan) Guidelines 1999.

23. The securities which are subject to lock-in shall carry the inscription “non-

transferable” and the non-transferability details shall be informed to the depositories. The details of lock-in shall also be provided to the stock exchanges, where the shares are to be listed, before the listing of the securities.

24. Our Company has 601 members as on the date of filing this Draft Red Herring

Prospectus.

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OBJECTS OF THE ISSUE

The issue is being made to raise the funds for the following purposes:

• Expansion adjacent to our existing unit at Raigarh District by setting up an integrated Steel plant of Capacity of 2,40,000 MTPA for production of stainless steel and alloy long products and alloy seamless product.

• Meeting Public Issue expenses • Meeting Expenses for General Corporate Purposes

The other objects of the Issue also include creating a public trading market for the Equity Shares of Our Company by listing them on Stock Exchanges. We believe that the listing of our Equity Shares will enhance our visibility and brand name and enable us to avail of future growth opportunities. The objects clause of Memorandum of Association of Our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Issue. Further, we confirm that the activities we have been carrying out until now is in accordance with the objects clause of our Memorandum of Association. In phase–I, Our Company has set up a Sponge Iron Plant as well as a Steel Melt Shop with a capacity to manufacture 1,00,000 metric ton per annum (MTPA) Sponge Iron and 40,000 MTPA Steel Billet with a Captive Power Plant (CPP) of 8 MW capacity. In Phase–II, Our Company created additional facility of 2,00,000 MTPA of Sponge Iron, 8 MW Captive Power Plant, Steel Melt Shop of 90,000 MTPA, setting-up of another 8 MW CPP is under progress. In Phase–III, we intent to create facility for the production of the specialized alloys and stainless steel products. The technological process route to be implemented is Sinter plant-Blast Furance-AOD-VOD-Ladle furnace-Combi Coster-rolling Mill. We will also set-up a captive power plant of 50 MW capacity. Our product mix will consists of the following:

• Seamless Tubes (Boiler and Heat Exchange Quality, Ball Bearing, Auto Components and General Engineering Purposes) with the capacity of 90,000 MTPA

• Stainless Steel (Light Section Products) with the capacity of 60,000 MTPA • Wire Rods and Bars with the capacity of 90,000 MTPA • Pig Iron with the capacity of 500 MTPD

The techno economy feasibility report (TEFR) has been prepared by MECON for installation of 2,40,000 MTPA integrated steel plant near to exiting plant in Raigarh District. The TEFR covers product Mix, Description of production technology and plant facility site and Infrastructure auxiliary and service facility general layout, raw material requirements, Utilities requirements, Manpower requirement, project planning, capital cost, production cost etc. Further, a financial appraisal has been made by SBI Capital Markets Limited for our project relating to setting-up of Integrated Steel Plant. The cost of setting-up of Integrated Steel Plant is based on the appraisal report of SBI Capital Markets Limited.

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APPRAISAL The Project has been appraised by the SBI Capital Markets Limited, Mumbai as per their report dated 9th January 2006. The scope and purpose of the appraisal was to study the financial aspects of the proposed expansion and diversification plans and to assess the financial viability of the proposed capital expenditure plan. Appraisal by SBI Capital Market has been used as a basis for this document wherever required. SBI Capital Markets Limited vide their letter dated 25th September 2006, have given their consent for their name being included as appraising agency and for their appraisal report being used in this document. However, the appraiser does not have any financial commitment in the proposed project expansion nor have they been appointed as the Monitoring Agency for the deployment of funds. Alos the appraiser shall not be responsible in any way for utilization of the funds by the company either temporarily or until deployment in the project / purposes stated in the DRHP. Cost of Project and Means of Finance

Cost of Project The cost of project as per the appraisal report of the SBI Capital Markets Ltd., is as under:

Particulars Amount (Rs. in Lacs)

Land & Site Development 1,159.00 Building 16,545.00 Plant & Machinery 45,300.00 Misc. Fixed Assets 4,468.00 Vehicles 93.00 Electrical Works 13,468.00 Computer Software 194.00 Contingency 4,061.00 Hard Cost 85,288.00 Preliminary & Preoperative Expenses 430.00 Margin Money for Working Capital (MM) 6,630.00 Interest During Construction 5,032.00 Soft Cost 12,092.00 Sub-total 97,380.00 Public Issue Expenses [•] General Corporate Purposes [•] Total [•]

Means of Finance

Particulars Amount (Rs. in Lacs)

Rupee Term Loan proposed 64,920.00 Initial Public Offering [•] Internal Accruals [•] Total [•] [•] the relevant figures will be updated on the finalization of the issue price Note: Any shortfall in the funding would be financed through loan funds.

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In case the IPO does not go as planned, Our Company will make alternative arrangements like availing of fresh loans from bank(s) and/or utilizing internal accruals. Details of Cost of Project: � Land and site Development: Phase III of the project would be set up at a site which is adjacent to existing Phase I and Phase II. Land admeasuring 238 acres on which Phase I & Phase II has been set will be sufficient to set up our Phase III plant. We will acquire additional 285 acres of land for the proposed expansion in Phase III to meet the environmental related norms like planting trees etc. The premises needs to be further developed by leveling and making it symmetrical and desirable for manufacturing facilities under Phase III. Our Company will have to construct approach roads and internal roads within the plant site. The total estimated cost for land and site development is Rs. 1,159.00 Lacs, whose break up is given below:

Particulars Amount (Rs. in Lacs)

Land to be Acquired (285 acres at 2 Lacs per acre) 570.00 Site Development 456.00 Road, Boundry Wall, Watch Tower Etc. 133.00

Total 1,159.00 � Building: The cost of factory building and other civil work as per appraisal is as follow:

Particulars Volume of Work Rate Amount (Rs. in Lacs)

Concreting 1,03,775 Cubic Meters

Rs. 7,116 per Cubic Meter

7,384.00

Steel structures

24,267 Tons Rs. 37,750 per ton 9,161.00

Total 16,545.00 � Plant and Machinery

As per appraisal report the following plant and machinery is required for the project.

Sr. No.

Name of Machinery Amount (Rs. in Lacs)

1 Sinter plant 1,169.00 2 Blast furnace 2,015.00 3 Steel melt Shop 5,539.00 4 Rolling mill 12,889.00 5 Oxygen Plant 5,587.00 6 Captive power plant 11,910.00 7 Common Facilities 6,191.00 Total 45,300.00

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The details of Plant and Machinery is given below:

� Sinter Plant:

The main plant & machinery would consist of one sinter machine of 24 m2 grate area, belt conveyors, drum mixer, Screens, Flux and fuel crushing unit, Proportioning unit, Mixing and nodulising room, Sintering and cooling unit, Waste gas de-dusting unit, Main exhaust fan unit, Cold sinter screening, Plant de-dusting unit etc. The total cost of the sinter plant has been estimated at Rs. 1,169.00 Lacs. The cost is inclusive of the erection changes and various duties. The break-up of the cost of Sinter Plant as per the appraisal report by SBI Capital Markets Limited is given below:

Particulars Amount

(Rs. in Lacs) Indigenous 361.00 Equipments Foreign 315.00 Indigenous 18.00 Spares

Foreign 16.00 Refractory 67.00 Erection 147.00 Engineering and Construction 91.00

Indigenous 18.00 Freight and insurance Foreign 25.00

Duties and Taxes 218.00 Less MODVAT Benefit (107.00) Total 1,169.00

We have entered into Agreement with China Mettalurgical Group Corporation (CMGC) on 24th July 2006 for the supply of Sinter Plant (including design, main equipment supply and technical services, detailed engineering with a capacity of 4,00,000 tonnes of alloy and special steel). CMGC will also undertake structural construction for the Plant. The total consideration for all the above is US$ 48,00,000 excluding duties. � Blast Furnace

The blast furnace plant will consist of one blast furnace of 262 m3 useful volume. Other facilities consist of stock house, charging system with conveyor, double bell top charging system, 3 nos. of hot blast stoves, a cast house, cast house slag granulation unit, slag pit, dust catcher and venturi type gas cleaning system etc. The total cost has been estimated at Rs. 2,015.00 lacs.

The break-up of the cost of Blast Furnace as per the appraisal report by SBI Capital Markets Limited is given below:

Particulars Amount (Rs. in Lacs)

Equipments 742.00 Spares 37.00 Refractory 800.00 Erection 212.00 Engineering and Construction 149.00 Freight and insurance 19.00

60

Duties and Taxes 241.00 Less MODVAT Benefit (185.00) Total 2,015.00 We have entered into Agreement with China Mettalurgical Group Corporation (CMGC) on 24th July 2006, for the supply of Blast Furnace (including design, main equipment supply and technical services, detailed engineering with a capacity of 4,00,000 tonnes of alloy and special steel). CMGC will also undertake structural construction for the Plant. The total consideration for supply of Blast Furnace is US$ 1,29,70,000 excluding duties.

� Steel Melt Shop:

The Steel Melt Shop(SMS) consists of one hot metal pre-treatment (desiliconisation and dephosphorisation) unit, one 40t electric arc furnace (EAF), one 40t Argon oxygen de-carburisation unit (AOD), one 40t Vacuum degassing/ Vacuum oxygen decarburisation VD/VOD and one 40t Ladle furnace (LF) will be installed to meet the annual requirement of liquid steel. The total cost is estimated at Rs. 5,539.00 Lacs. The break-up of the cost of SMS as per the appraisal report by SBI Capital Markets Limited is given below:

Particulars Amount (Rs. in Lacs)

Equipments Indigenous 3,360.00 Spares Indigenous 168.00 Refractory 195.00 Erection 552.00 Engineering and Construction 371.00 Freight and insurance Indigenous 88.00 Duties and Taxes 912.00

Indigenous 100.00 Knowhow and Training Foreign 300.00 Less MODVAT Benefit (507.00) Total 5,539.00

� Rolling Mill:

Rolling mill consists of Section Mill, Wire rod mill and Seamless tube plant. The break-up of the cost of Rolling Mill as per the appraisal report by SBI Capital Markets Limited is given below:

Particulars Amount (Rs. in Lacs)

Indigenous 5,250.00 Equipments Foreign 3,200.00 Indigenous 263.00 Spares

Foreign 160.00 Erection 788.00 Engineering and Construction 652.00

Indigenous 228.00 Freight and insurance Foreign 252.00

Duties and Taxes 2,377.00

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Indigenous 100.00 Knowhow and Training Foreign 800.00 Less MODVAT Benefit (1,181.00)

Total 12,889.00

Various plant and machinery required for each type of mill is given below:

• Section Mill The Section Mill propose to have one 15 t/h pusher type furnace, Light section mill, AC/DC Motors, EOT Cranes, roll and repair shop, etc.

• Wire Rod Mill The envisaged Wire Rod mill will be of modern design and will have the following special facilities to ensure superior surface finish, dimensional tolerances and physical properties of the products.

− Pusher type reheating furnace − Semi- continuous mill train arranged in horizontal configuration − Interstand tension control − Water cooling boxes for temperature controlled rolling − No twist-finishing block of modern V -design − Controlled cooling conveyor and controlled air cooling facilities for wire rods to

achieve desired metallurgical and mechanical properties − Off-line coil compaction, tying, weighing, tagging and unloading facilities − Mill automation and control

• Seamless Tube Plant

The main plant & machinery would consist of Rotary hearth type reheating furnace, Conical type piercing (CTP) mill as the piercing unit, Assel mill as elongation unit, Walking beam reheating furnace for intermediate reheating, Stretch reducing mill / Sizing mill for finish rolling to final sizes, Flying hot saw for cropping front and back ends of finished tubes, Drop type saw at cooling bed for dividing the product in finished product lengths, straightening machine and hydro-testing facilities, Plant automation and control etc. � Oxygen Plant:

The proposed oxygen plants and nitrogen plants are as per the latest technology & design supplied by ING. L. & A., Boschi, Italy. This technology has been proven all over the world for its working efficiency & trouble free operation. The Air Separation Column of Boschi has state of the art distillation trays, multipass exchangers condenser to get a high yield of Oxygen by separation of Liquid Air, which results in very low pressure & low power consumption. These plants are manufactured in India indigenously. The break-up of the cost of Oxygen Plant as per the appraisal report by SBI Capital Markets Limited is given below:

Particulars Amount

(Rs. in Lacs)

Equipments 4,250.00 Spares 213.00 Erection 297.00 Engineering and Construction 223.00

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Freight and insurance 112.00 Duties and Taxes 1,004.00 Less MODVAT Benefit (512.00) Total 5,587.00

� Captive Power Plant:

The major plant and equipment for captive power Plant will include 50 MW Steam Turbo-Generator (STG), 2x 115 t/h AFBC boiler, 1X 22 BF t/h Gas fired Boiler, Electrics for generators, transformers, switch gears, others light illumination, battery room, instruments and controls, Deaerator and Feed water system, other auxiliary facilities like pipes, fire fighting etc. The break-up of the cost of Captive Power Plant as per the appraisal report by SBI Capital Markets Limited is given below:

Particulars Amount

(Rs. in Lacs) Equipments 8,791.00 Spares 439.00 Erection 826.00 Engineering and Construction 571.00 Freight and insurance 231.00 Duties and Taxes 2,142.00 Less MODVAT Benefit (1,091.00)

Total 11,909.00

� Common Facilities:

Common facilities include Raw Material Handling System (RMHS), Material Handling System (MHS) Desil and Dphos Unit and Environmental Management System (EMS). The cost of which is mentioned below:

Particulars RMHS MHS Desil & Dphos Unit

Enviornmental Mgt System

Total

Equipments 1,367.00 1,042.00 850.00 1,050.00 4,309.00 Spares 68.00 52.00 43.00 53.00 216.00 Erection 301.00 73.00 60.00 74.00 508.00 Engineering and Construction 171.00 55.00 45.00 61.00 332.00 Others 420.00 272.00 422.00 279.00 1,393.00 Total 2,327.00 1,494.00 1,420.00 1,517.00 6,758.00 Less MODVAT Benefit (567.00)

Grand Total 6,191.00 Note: Our Company does not propose to buy any second hand Plant & Machineries for the proposed project.

� Miscellaneous Fixed Assets Miscellaneous Fixed assets include the cost of LSHS facility, LPG facility, Compressed air station, Water Supply Facility, Laboratory facility, Furniture & Fixture, Air-conditioning, Software etc. as per appraisal report total cost of MFA is estimated at Rs. 4,468.00 Lacs.

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� Vehicles

As per appraisal report estimated cost of vehicles is Rs. 93.00 Lacs.

� Electrical Works

As per appraisal report estimated cost of electrical work is Rs. 13,468.00 Lacs.

� Computer Software

As per appraisal report estimated cost of computers is Rs. 194.00 Lacs.

� Contingency:

As per appraisal report provision for contingency has been estimated at 5% on all hard costs aggregating Rs. 4,061.00 Lacs.

� Preliminary & Preoperative Expenses

As per appraisal report preoperative expenditure of Rs 430.00 Lacs has been estimated, in following manner:

Particulars Amount

(Rs. in Lacs) Financial Consultant Fee 20.00 Bank Processing Fee 162.00 Deposit for Power 200.00 Environment assessment charges 30.00 Other Consultant Fees 18.00 Total 430.00

� Meeting working capital: We intend to use the part of proceeds for meeting the working capital margin requirement of the project which is estimated at Rs. 6,630.00 Lacs, as per appraisal report.

Particulars Months Basis Raw Material 1.1 RM Cost Work in Progress 0.1 Operating Cost Finished Goods 1.0 Operating Cost Sundry Debtors 1 Gross Sales Consumables and fuel 1

Cost of Consumables and fuel

Sundry creditors 1 Months of RM Cost � Interest During Construction As per appraisal report Interest During Construction (IDC) of Rs 5,032.00 Lacs has been calculated assuming the draw down schedule as provided by MECON. The interest

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rate for the debt has been assumed at 10.00% considering the strength of the proposal, promoters’ experience and Our Company’s financials ratios. � Public Issue Expenses: We intend to spend Rs. [●] as Issue expenses, details of which are mentioned hereunder:

Sr. No

Particulars Amount(Rs. In lacs)

a) Book Running Lead Manager fees [●] b) Registrars fees [●] c) Underwriting commission @ [●]% [●] d) Legal Advisor’s fees [●] e) Printing and Distribution Charges [●] f) Advertisement and Marketing expenses [●] g) Brokerage and selling expenses [●] h) Stock Exchange fees for providing

bidding terminals [●]

i) SEBI and Stock Exchanges fees on filing of Offer Document

[●]

j) Other Miscellaneous expenses [●] Total [●]

� General Corporate Purposes: The balance of the issue proceeds , if any , will be deployed for general corporate purposes including but not restricted to meeting working capital requirements, strategic initiatives, entering into strategic alliances, partnerships, joint ventures and acquisitions, investment in research and technology up-gradation, investment in other segments of the industry, meeting exigencies, which Our Company in the ordinary course of business may not foresee, reducing the working capital loan or other term loans, repayment of debts or any other purposes as approved by our Board of Directors. Details of Means of Finance

� Rupee Term Loan Proposed: The project is proposed to be financed by way of Rupee Term Loan aggregating Rs. 64,920.00 Lacs. We have completely tied up our term loan requirements. Our Company has received sanctions from various banks, the details of which are as under: Sr. No.

Name of lender Sanction letter no. & date Amount sanctioned (Rs. In Lacs)(Refer note)

1 Punjab National Bank

Nil - dated 7th March 2006 20,000.00

2 Oriental Bank of Commerce

CN/184/IND/2006/1410 dated 18th May 2006

5,000.00

3 Indian Overseas Bank

Nil - dated 27th May 2006 5,000.00

4 Canara Bank ISL:876:2006:VR dated 24th July 2006

5,000.00

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Sr. No.

Name of lender Sanction letter no. & date Amount sanctioned (Rs. In Lacs)(Refer note)

5 Union Bank of India

IFB:ADV:RCS:419:06 – dated 6th June 2006

7,500.00

6 Bank of India NCBB:VMP:2006-07:352 dated 11th July 2006

5,000.00

7 Bank of Maharashtra

AH2/NR/ADV/ISL/TL/2006 dated 18th July 2006

4,000.00

8 Central Bank of India

CFB:2006-07/9/4 dated 31st July 2006

5,000.00

9 UCO Bank MTR/GEN/71/2006-07 dated 28th August 2006

5,000.00

10 State Bank of Travancore

DGM/MRO/942 dated 30th August 2006

2,500.00

11 United Bank of India

MUM/ADV/ISL/934/2006 dated 12th September 2006

2,500.00

Total 66,500.00

Note: The availment of the above Term Loans for the proposed project would be restricted to Rs.64,920.00 lacs.

� Initial Public Offering: Our Company proposes to raise Rs. [•] Lacs through Issue of 2,00,00,000 Equity Shares which are being issued in terms of this Draft Red Herring Prospectus.

� Internal Accruals

The project is to be part financed by way of internal accruals to the extent of Rs. [•] Lacs. The proposed project is expected to be implemented over a period of 24 months and considering the zero date as 1st April 2006, the project is expected to be commissioned by April 2008. As on 31st March 2006 Our Company has Cash & Bank Balance of Rs. 37.85 lacs, Debtors worth Rs. 2,239.79 lacs and total reserves and surplus of Rs. 7,997.40 lacs which will form of internal accruals.

Implementation Schedule

The schedule for implementing the proposed project (Phase III), as given in appraisal report, is given below:

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As per the appraisal report the “Zero Date” is 1st April 2006.

Deployment of fund: As per certificate dated 22nd September 2006 of auditor Deshpande Malu & Co., Our Company has incurred the following expenditure on project till 31st August 2006

(Rs. In Lacs) Sr. No

Capital Expenditure Amount Amount

1. Land and Site Development 145.00 2. Building Work in Progress - Advances for Building Work 292.00 - Structural Steel for Building Work 468.00 Total for Building 760.00 3. Plant & Machinery Work in Progress - Capital Store / Structural Steel 1,712.00 - Advance for Plant & Machinery 416.00 Total for Plant & Machinery 2,128.00 4. Electrical Installation W.I.P. 42.00 5. Preliminary & Pre operative Expenditure 291.00 Total Expenditure Incurred upto 31st August 2006 3,366.00 Means of Finance for the Above Incurred Expenditure:

(Rs. In Lacs) Sr. No

Particulars Amount Amount

1. Term Loan – Availed - Indian Overseas Bank Nagpur 1,777.00 - Bank of India, Nagpur 444.00 Total of Term Loan Availed 2,221.00 2 Internal Accrual 1,145.00 Total 3,366.00

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Capital Expenditure Schedule: The overall cost of the proposed project and the proposed quarter wise break up of deployment of funds are as under:

(Rs. In Lacs) Quarter Ending

Particulars Total Jun-06 Sep-06 Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08

Land & Site Development 1,159 0 0 0 116 232 348 464 0

Building

-Sinter 1,036 52 104 207 311 363 0 0 0

-BF 1,406 70 141 211 422 281 281 0 0

-SMS 3,703 0 370 741 1,111 741 741 0 0

-RM 4,153 0 415 415 1,246 831 831 415 0

-Oxygen Plant 0 0 0 0 0 0 0 0 0

-CPP 2,180 109 218 327 436 436 436 218 0

-Common Facilities 4,066 203 407 610 813 813 813 407 0

Plant & Machinery

-Sinter 1,169 0 117 234 234 234 234 117 0

-BF 2,015 0 202 403 403 605 202 202 0

-SMS 5,539 0 554 1,108 1,108 1,108 1,108 554 0

-RM 12,889 0 0 1,289 3,222 1,933 2,578 3,222 644

-Oxygen Plant 5,587 0 0 559 1,676 1,117 1,117 1,117 0

-CPP 11,909 0 0 1,191 2,382 2,977 3,573 1,786 0

-Common Facilities 6,191 0 0 619 1,238 1,238 1,857 619 619

Misc Fixed Assets 4,468 0 0 447 894 1,340 894 447 447

Vehicles 93 0 0 0 14 14 23 23 19

Electrical Works 13,468 1,347 1,347 1,347 2,020 2,020 3,367 2,020 0

Computer Software 194 0 0 0 29 29 39 58 39

Contingency 4,060 0 0 0 0 0 0 0 4,060

Preliminary & Preoperative 429 0 0 64 64 86 86 86 43 Margin Money for Working Capital 6,630 0 0 0 0 0 0 0 6,630 Interest During Construction 5,033 0 0 0 227 652 1,144 1,388 1,623

Total Project Cost 97,380 1,781 3,874 9,771 17,965 17,051 19,671 13,143 14,124

Interim Use of Issue Proceeds

Pending utilization for the purposes described above, we intend to temporarily invest the funds in high quality interest/dividend bearing liquid instruments including money market mutual funds, deposit with banks for necessary duration. GILT edged securities and other ‘AAA+’ rated interest bearing securities as may be approved the Board of Directors or a Committee thereof. Such transactions would be at the prevailing commercial rates at the time of investment. We also intend to apply part of the proceeds of the Issue, pending utilization for the purposes described above, to temporarily reduce our working capital borrowings from banks and financial institutions. Should we utilize

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the funds towards temporary reduction in utilization of short-term working capital facilities, we undertake that we would ensure consistent and timely availability of the issue proceeds so temporarily deposited in the working capital facilities to timely meet the fund requirement of the project. Our Company has not appointed any Monitoring Agency for monitoring the utilization of Issue Proceeds. No part of the proceeds of this issue will be paid as consideration to our promoters, directors, key managerial employees or companies promoted by our promoters.

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BASIC TERMS OF THE ISSUE

Terms of the Issue The Equity Shares being offered are subject to the provisions of the Companies Act, our Memorandum and Articles of Association, the terms of this Draft Red Herring Prospectus, the Prospectus, Bid cum Application Form, the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the allotment advices and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable. Terms of Payment: Applications should be for a minimum of [•] equity shares and in multiples of [•] equity shares thereafter. The entire price of the equity shares of Rs. [•]/- per share (Rs. 10/- face value + Rs. [•]/- premium) is payable on application. In case of allotment of lesser number of equity shares than the number applied, the excess amount paid on application shall be refunded by us to the applicants. Authority for the Issue Pursuant to Section 81(1A) of the Companies Act, the present issue of equity shares has been authorized vide a Special Resolution passed at the Annual General Meeting of Our Company held on 29th June 2006 for 200 Lacs Equity Shares and for additional 50 lacs Equity Shares through EGM held on 16th September 2006. Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of the Companies Act, our Memorandum and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares including in respect of the rights to receive dividend. The allottees will be entitled to dividend, voting rights or any other corporate benefits, if any, declared by us after the date of Allotment.

Face Value and Issue Price per Share The Equity Shares having a face value of Rs. 10/- each are being offered in terms of this Draft Red Herring Prospectus at a price of Rs. [•]/- per Equity Share. At any given point of time there shall be only one denomination of the Equity Shares of Our Company, subject to applicable laws. Market Lot and Trading Lot In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. In terms of existing SEBI Guidelines, the trading in the Equity Shares shall only be in dematerialised form for all investors.

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Since trading of the Equity Shares will be in dematerialized mode, the tradable lot is one Equity Share. Allocation and allotment of Equity Shares through this Offer will be done only in electronic form in multiples of 1 Equity Share subject to a minimum allotment of [●] Equity Shares to the successful bidders. Minimum Subscription

If we do not receive the minimum subscription of 90% of the Net Issue to the Public including devolvement of the members of the Syndicate within 60 days from the Bid Closing Date, we shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after we become liable to pay the amount, we shall pay interest prescribed under Section 73 of the Companies Act.

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BASIS FOR ISSUE PRICE

The issue price will be determined by Our Company in consultation with the BRLM on the basis of assessment of market demand for the equity shares offered by way of book building. Investors should read the following summary with the Risk Factors included starting from page number [•] and the details about Our Company and its financial statements on page [●]. The trading price of the equity shares of Our Company could decline due to these risks and you may lose all or part of your investments.

Qualitative Factors: 1. We are an existing profit making Company in operations for more than 2 decades in

the industry. Our restated Profit after Tax for last 3 years is given below: Rs. in Lacs

March 31, 2004

March 31, 2005

March 31, 2006

Particulars (12 Months) (12 Months) (12 Months)

Net Profit after tax 601.94 1,678.90 2,528.86

2. Our Company is engaged in a diversified line of business. Currently our operations

include Production of Sponge Iron and Steel Billets, real estate, Soya Oil Extraction, Wheat Products, Power from Wind Mills and Waste Gases, and Mining.

3. Our Integrated Steel Plant has approved and accredited Quality System in place as

per ISO 9001:2000 Certificate 4. Our Company has received Certificate of Recognisition by Office of the Joint Director

General of Foreign Trade, Government of India as One Star Export House in accordance with the provisions of Exim Policy

5. Various additional facilities like Railway siding, coal washery, crusher unit in our

steel division gives us cost advantages. 6. We have applied for trade Mark namely ‘Paramount Steel’ for Steel product and

‘Aditya’ Brand for Refined oil manufactured by us. 7. The Phase III project is being set up near the coal and iron ore mines, which will

result in substantial transportation cost savings of the principal raw material to Our Company. South Eastern Railway main line also lies just adjacent to our site.

8. Our Company has been granted sanction of prospecting mining lease of iron ore at

village Hahaladdi and Metabodali area. Similarly Coal Block has been allotted at Nakia,(Chhatishgarh). With captive iron ore and coal mines the cost of production is expected to be low for Our Company.

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9. As Our Company is engaged in the technology of converting of waste gases into power, we will be eligible to earn “Carbon Credits” which could also be sold to other countries, in case our application is accepted.

10. Our Company proposes to enter into a Memorandum of Understanding with the Madhya Pradesh Trade and Investment Facilitation Corporation Limited (“MPTIFC”) for setting up of a zinc smelting plant, ferro manganese and thermal power plant whereby we shall invest Rs. 2,00,000 Lacs in two phases (Rs. 89,500 Lacs in Phase I and Rs. 1,10,500 Lacs in phase II) and the Madhya Pradesh Government shall facilitate us in providing various facilities viz. power, water etc. The Apex Level Investment Promotion Empowered Committee vide its letter dated December 21, 2005 have proposed to sanction about 1000 acres of land at Village Rawanwadi for the power project plant and at Village Pipariya for zinc beneficiation plant and 100 acres of land at Village Mohan Pipariya at Madhya Pradesh.

11. Our Company and the Government of Maharashtra have executed a Memorandum

of Understanding committing to develop the Integrated Steel Plant in Gadchiroli District, Maharashtra.

12. Our Company has entered into an agreement with China Metallurgical Group Corporation, China (CMGC), dated 24th July 2006 wherein CMGC will provide the design, main equipment supply and technical services including detail of engineering plant, utilities and other auxiliaries for installing Sinter Plant and Blast Furnace. This will enable us to manufacture 4,00,000 MTPA of Special and alloy steel, which will enhance the total capacity of Our Company to 5,30,000 MTPA.

13. The cost of production for Our Company is expected to be lower as Our Company is setting up an integrated steel plant with captive power plant. The existing facilities set up under phase I & II of the steel project are also integrated one. Further, the finished product of the phase III project will be catering to the needs of specialized steel product and will have a niche market. Having both backward and forward integration it is expected to us that we will be in position to make product with lowest cost.

14. Our manufacturing facilities of our steel division are located/proposed to be located at Raigarh District of Chhattisgarh State. Our facilities, both existing as well as proposed, are eligible for various fiscal incentives.

15. We have a professionally managed team with technical experts in respective fields

and as more specifically detailed in the paragraph on ‘Key Managerial Personnel’ on Page No. [•].

Quantitative Factors 1. Adjusted Earnings Per Share

Particulars EPS (Rs) Weights 2003-2004 9.22 1 2004-2005 12.08 2 2005-2006 12.28 3 Weighted Average EPS 11.70

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2. Price/Earning Ratio (P/E) in relation to Issue Price of Rs. [●]/- per share

� Based on 2005-06 EPS of Rs. 12.28 [●] � Based on weighted average EPS of Rs. 11.70 [●]

Industry P/E: Steel Industry – Large

Highest – Average of Sh. Precoat. Stl, Visa Steel Limited & Jai Balaji Sponge

28.16

Lowest – Modern Steels, Real Strips & Stelco Strips, Tata Sponge Iron

6.56

Average of Steel Industry - Large, Steel Industry - Medium/Small & Steel Industry – Sponge Iron

8.86

Source: Capital Market, Volume XXI/14, September 11-24, 2006

Industry P/E: Construction Industry

Highest – Regliaa Realty 2.90 Lowest – Mahindra Gesco 196.00 Average 32.90

Source: Capital Market, Volume XXI/14, September 11-24, 2006

Industry P/E: Solvent Extraction Industry

Highest – Ruchi Infrastructure 24.80 Lowest – Kirti Industries 4.80 Average 12.40

Source: Capital Market, Volume XXI/14, September 11-24, 2006 3. Return on Net Worth

Particulars RONW % Weights 2003-2004 16.65 1 2004-2005 23.57 2 2005-2006 21.28 3

Weighted Average RONW 21.27 4. Minimum Return on Total Net Worth needed after the Issue to maintain pre-

Issue EPS of Rs. 12.28 is [●]%

5. Net Asset Value (Rs.) a) As on 31st March 2006 Rs. 38.28 b) After Issue [●] c) Issue Price [●]

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Comparison of Accounting Ratios with Peer Group Companies in the Steel Sector and Solvent Extraction Sector

Particulars

EPS (Rs.) P/E Ratio RONW (%) NAV (Rs.)

Sector – Steel – Large ISMT Ltd. 8.00 10.70 36.10 29.40 Maharashtra Seamless 22.50 12.90 30.50 87.40 Sector – Steel – Medium / Small

Kalyani Steels 17.10 15.10 25.60 78.90 Sector – Steel – Sponge Iron Jai Balaji Sponge 10.80 4.60 22.70 25.80 Monet Ispat 30.80 5.60 53.00 120.00 Tata Sponge Iron 13.89 14.20 15.90 95.50 Sector – Solvent Extraction Murli Agro Production 39.20 6.00 42.00 59.60 Sanwaria Agro 2.10 24.20 11.10 16.00 Ruchi Soya Industries 18.60 13.60 14.50 106.60 Sector – Construction D S Kulkarni 8.00 21.00 18.00 89.20 Mahindra Gesco 0.20 196.00 2.10 41.20 Ind Synergy Limited 2005 - 2006 12.28 [•] 21.28 38.28

Source: Capital Market, Volume XXI/14, September 11-24, 2006 6. The face value of our shares is Rs.10/- per share and the Issue Price of Rs. [●]/- is

[●] times of the face value of our Equity Shares. The final price would be determined on the basis of the demand from the investors.

7. The Book Running Lead Manager believes that the Issue Price of Rs. [●]/- per share

is justified in view of the above qualitative and quantitative parameters. The investors may also want to peruse the risk factors and our financials as set out in the Auditors Report in the Draft Red Herring Prospectus to have a more informed view about the investment proposition.

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STATEMENT OF TAX BENEFITS

Deshpande Malu & Co., Chartered Accountants of Our Company, have certified vide their letter dated 18th September 2006 that under the current provisions of the Income Tax Act, 1961 and the existing laws for the time being in force, the following benefits, inter-alia, will be available to Our Company and the members.

Certificate from Deshpande Malu & Co., Chartered Accountants: We hereby certify that according to the information available with us M/s Ind Synergy Ltd., having its Registered office at Plot No. 624, Urla Industrial Area, and Raipur (C.G.) and its shareholders are entitled for following benefits & Exemptions

I. UNDER THE INCOME TAX ACT, 1961

A. 1 Benefits available to the Company

A.1.1 In accordance with and subject to the terms & conditions specified in Section 80 I A (4)(iv)(a) of the Income Tax Act, the Company is entitled to deduction of profits from the Wind Mill Division at the rate of 100% for 10 consecutive Assessment years out of 15 Assessment years as may be chosen by the assessee.

A.1.2 In accordance with and subject to the terms & conditions specified in Section

80 I A(4)(iv)(a) of the Income Tax Act, the Company is entitled to deduction of profits from the Power Plant located at Village Kotmar of Raigarh District of Chhattisgarh State at the rate of 100% for 10 consecutive Assessment years out of 15 Assessment years as may be chosen by the assessee.

A.1.3. In accordance with and subject to the terms & conditions specified in Section

80I B (5)(ii) of the Income Tax Act, the Company is entitled to deduction of profits from the Steel Plant located at Village Kotmar of Raigarh District of Chhattisgarh State, being B category Backward District, at the rate of 100% for first 3 Assessment years and at the rate of 30% for next 5 Assessment years.

A.1.4 In accordance with and subject to the terms & conditions specified in Section

80JJAA of the Income Tax Act, the Company is entitled to a deduction for three assessment years of 30% of additional wages paid to new regular workmen employed by the assessee during the previous year.

A.1.5 The Company is eligible under section 35D of the Income Tax Act, 1961 to a

deduction equal to one-fifth of certain specified expenditure, including specified preliminary expenditure incurred in connection with the issue for the extension of the industrial undertaking, for a period of five successive years subject to the limits provided and conditions specified under the said section.

A.1.6. The Company would be eligible for deprecation @ 15% on the cost of Plant &

Machinery as per the provisions of Income Tax Act, 1961. Further the company would be entitled to depreciation @ 80% of the cost of Plant & Machinery in the nature of boilers, Air and water pollution equipment and energy saving devices and would also be entitled to depreciation on its other assets as per Rule 5 of the Income Tax Rules, 1962.

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A.1.7. As per provisions of section 32 (1) (iia) of the Income Tax Act, 1961 the company would be entitled to additional depreciation @ 20% of the actual cost of new Plant & Machinery during previous year ending on or after 31.3.2005 subject to the fulfillment of other conditions specified under the said section.

A.1.8. Unabsorbed depreciation and business losses As per the provisions of section 32(2) of the Act, where full allowance cannot be given to the depreciation allowance in any year, the same can be carried forward and claimed in the subsequent years. Further, as per the provisions of section 72 (2) of the Act, unabsorbed business losses which is not set off in any previous year can be carried forward and set off against the business profits of the subsequent assessment years. However, the carry forward and set off of the unabsorbed depreciation and business losses are subject to restrictions specified in section 10A, section 79 and section 80.

A.2. Computation of Capital gains A.2.1 Capital assets may be categorized into short term capital assets and long term

capital assets based on the period of holding. All capital assets (except shares held in a company or any other security listed in a recognized stock exchange in India or a unit of the UTI or a unit of a mutual fund specified under section 10(23D) or zero coupon Bonds) are considered to be long term capital assets if they are held for a period in excess of 36 months. Shares held in a company, any other listed securities, units of UTI and Mutual Fund units, zero coupon bonds are considered as long term capital assets if these are held for a period exceeding 12 months.

Consequently, capital gains arising on sale of shares held in a company or any other listed security or units of UTI or Mutual Fund units or zero coupon bonds held for more than 12 months would be considered as “long term capital gains”.

A.2.2 Section 48 of the Act, which prescribes the mode of computation of capital

gains, provides for deduction of cost of acquisition/ improvement and expenses incurred wholly and exclusively in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a benefit by permitting substitution of cost of acquisition / improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition / improvement by a cost inflation index, as per explanation (iii) to section 48 of the Act, as prescribed from time to time.

A.2.3 As per the provisions of Section 112(1)(b) of the Act, long term capital gains as

computed above would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). However, as per the proviso to Section 112(1) of the Act, if the tax payable in respect of long term capital gains resulting on transfer of listed securities or units, calculated at the rate of 20 percent with indexation benefit exceeds the tax payable on gains computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to tax at the rate of 10 percent without indexation benefit (plus applicable surcharge and education cess).

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Gains arising on transfer of short term capital assets are currently chargeable to tax at the rate of 30 percent (plus applicable surcharge and education cess), at the discreation of assessee. However, as per section 111A of the Act, short term capital gain arising from transfer of an equity share in a company or a unit of an equity oriented fund would be taxable at the rate of 10 percent (plus applicable surcharge and education cess), if:

� The transaction of sale is entered into after 1st October 2004, through a

recognized stock exchange and; � Such transaction is chargeable to securities transaction tax under Chapter

VII of Finance (No. 2) Act, 2004. A.2.4 Exemption of long term capital gains from income tax

As per the provisions of Section 10(38) of the Act, long term capital gain arising from transfer of an equity share in a company or unit of an equity oriented fund is exempt from income-tax if:

� The transaction of sale is entered into on or after 1st October 2004, through

a recognized stock exchange and; � Such transaction is chargeable to securities transaction tax under Chapter

VII of Finance (No. 2) Act, 2004. A.2.5. As per the provisions of Section 54EC of the Act and subject to the conditions

specified therein, capital gains arising to the Company on transfer of a long term capital asset shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. However, if the Company transfers or converts the notified bonds into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money.

A.2.6. As per the provisions of Section 54ED of the Act and subject to the conditions

specified therein, capital gains arising from transfer of long term capital assets, being listed securities or units of a mutual fund specified under section 10(23D) of the Act or the UTI shall not be chargeable to tax to the extent such gains are invested in acquiring equity shares forming part of an “eligible issue of capital” within six months from the date of transfer of the said long term capital assets.

Eligible issue of capital has been defined as an issue of equity shares which satisfies the following conditions – The issue is made by a public company formed and registered in India; and the shares forming part of the issue are offered for subscription to the public.

A.2.7 Dividends exempt under section 10(34) of the Act Dividends (whether interim or final) declared, distributed or paid by a domestic company for any assessment year commencing on or after April 1, 2003 are exempt in the hands of the Company, in its capacity as shareholder, as per the provisions of Section 10(34) of the Act, if the same is subject to dividend distribution tax under section 115O of the Act.

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A.2.8. Short–term capital loss suffered during the year is allowed to be set-off against short-term as well as long- term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years short-term as well as long-term capital gains.

A.2.9 Long – term capital loss suffered during the year is allowed to be set-off against

long- term capital gains. Balance Loss, if any, could be carried forward for eight years for claiming set-off against subsequent years long-term capital gains.

B. The Shareholders B.1. Benefits available to resident shareholders

1. The mutual funds registered under the Securities and Exchange board of India act or such other mutual fund set up by Public Sector Banks or Financial Institutions or authorized by the Reserve Bank of India fulfilling the conditions notified by the Central Government will be exempt from tax in respect of all their income including income from investment in shares of the Company.

2. In accordance with Section 10(36) of the Income Tax Act, no Income Tax is

payable on any income arising from the transfer of shares in the Company after holding for a minimum period of 12 months and the transaction of sale of shares are entered into on a recognized Stock Exchange in India

3. In accordance with Section 45 of the Income Tax Act, short term capital gain

arising from the transfer of shares in the Company after holding for a period of less than 12 months and the transaction of sale of shares are entered into on a recognized Stock Exchange in India, shall be subject to the income tax at a special rate of 10%.

4. Under Section 10(32) of the Act, any income of minor children clubbed in the

total income of the parent under Section 64(1A) of the Act will be exempt from tax to the extent of Rs. 1,500 per minor child.

5 Dividends (whether interim or final) declared, distributed or paid by the

Company for any assessment year commencing on or after April 1, 2003 are exempt in the hands of shareholders as per the provisions of Section 10(34) of the Act, if the same is subject to dividend distribution tax under section 115O of the Act.

6 As per the provisions of Section 54EC of the Act and subject to the

conditions specified therein, capital gains arising to the Company on transfer of a long term capital asset shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. However, if the Company transfers or converts the notified bonds into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money.

7 As per the provisions of Section 54ED of the Act and subject to the

conditions specified therein, capital gains arising from transfer of long term

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capital assets, being listed securities or units of a mutual fund specified under section 10(23D) of the Act or the UTI shall not be chargeable to tax to the extent such gains are invested in acquiring equity shares forming part of an “eligible issue of capital” within six months from the date of transfer of the said long term capital assets. Eligible issue of capital has been defined as an issue of equity shares which satisfies the following conditions

� The issue is made by a public company formed and registered in India;

and � The shares forming part of the issue are offered for subscription to the

public. 8 As per the provisions of Section 54F of the Act and subject to the conditions

specified therein, in the case of an individual or a Hindu Undivided Family (‘HUF’), gains arising on transfer of a long term capital asset (not being a residential house) are not chargeable to income-tax if the entire net consideration received on such transfer is invested within the prescribed period in a residential house either purchased or constructed. If part of such net consideration is invested within the prescribed period in a residential house, then so much of the capital gain as bears to the whole of the capital gain the same proportion as the cost of the new asset bears to the net consideration shall not be chargeable to income-tax. For this purpose, net consideration means full value of the consideration received or accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. Further, if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred.

9 As per provisions of U/s 88E of the Income Tax Act, 1961, the securities

transactions tax paid by the shareholders in respect of taxable securities transaction entered into the course of his business would be eligible for rebate from the amount of income tax on the income chargeable under the head profits and gains of business or profession arising from taxable securities transactions subject to the fulfillment of other conditions specified under the said section.

B. 2. BENEFITS AVAILABLE TO NON-RESIDENT INDIAN SHAREHOLDERS

1. Under Section 10(32) of the IT Act, any income of minor children clubbed in the total income of the parent under Section 64(1A) of the IT Act will be exempt from tax to the extent of Rs. 1,500 per minor child.

2. In accordance with Section 10(34) of the Income Tax Act, no Income Tax is

payable on the dividends received from the Company.

3. As per the provisions of Section 10(38) of the Act, long term capital gain

arising from transfer of an equity share in a company or unit of an equity oriented fund is exempt from income-tax if:

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� the transaction of sale is entered into on or after 1st October 2004 through recognized stock exchange and;

� Such transaction is chargeable to securities transaction tax under that Chapter.

4 Capital gains tax - Options available under the Act Where shares have been subscribed in convertible foreign exchange –

Option available under Chapter XII-A of the Act Non-Resident Indians [as defined in Section 115C (e) of the Act], being shareholders of an Indian Company, have the option of being governed by the provisions of Chapter XII-A of the Act, which inter alia entitles them to the following benefits in respect of income from shares of an Indian company acquired, purchased or subscribed to in convertible foreign exchange:

� As per the provisions of Section 115D read with Section 115E of the Act and

subject to the conditions specified therein, long term capital gains arising on transfer of an Indian company’s shares, will be subject to tax at the rate of 10 percent (plus applicable surcharge and education cess), without indexation benefit.

5 As per the provisions of Section 115F of the Act and subject to the conditions

specified therein, gains arising from the transfer of a long term capital asset being shares in an Indian company shall not be chargeable to tax if the entire net consideration received on such transfer is invested within a period of six months from the date of transfer in any specified asset or in any saving certificate as specified. If only part of such net consideration is so invested, then such gains would not be chargeable to tax on a proportionate basis. For this purpose, net consideration means full value of the consideration received or accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer.

Further, if the specified asset in which the investment has been made is transferred within a period of three years from the date of investment, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such specified asset or savings certificates are transferred.

6 As per the provisions of Section 115G of the Act, Non-Resident Indians are not

obliged to file a return of income under Section 139(1) of the Act, if their only source of income is income from investments or long term capital gains or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the Act.

7 Under Section 115H of the Act, where the Non-Resident Indian becomes

assessable as a resident in India, he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year under Section 139 of the Act to the effect that the provisions of the Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are converted into money.

8 As per the provisions of Section 115I of the Act, a Non-Resident Indian may elect

not to be governed by the provisions of Chapter XII-A for any assessment year by

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furnishing his return of income for that assessment year under Section 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the Act.

9. Exemption of long-term capital gains from income tax As per the provisions of Section 54EC of the Act and subject to the conditions

specified therein, capital gains arising to the shareholder on transfer of a long term capital asset shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. However, if the Shareholder transfers or converts the notified bonds into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money.

10 As per the provisions of Section 54ED of the Act and subject to the conditions

specified therein, capital gains arising from transfer of long term assets, being listed securities or units of a mutual fund specified under section 10(23D) of the Act or the UTI shall not be chargeable to tax to the extent such gains are invested in acquiring equity shares forming part of an “eligible issue of capital” within six months from the date of transfer of the said long term capital assets.

Eligible issue of capital has been defined as an issue of equity shares which satisfies the following conditions: � The issue is made by a public company formed and registered in India; and � The shares forming part of the issue are offered for subscription to the

public. 11. As per the provisions of Section 54F of the Act and subject to the conditions

specified therein, in the case of an individual or a Hindu Undivided Family (‘HUF’), gains arising on transfer of a long term capital asset (not being a residential house) are not chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period in a residential house either purchased or constructed. If part of such net consideration is invested within the prescribed period in a residential house, then so much of the capital gain as bears to the whole of the capital gain the same proportion as the cost of the new asset bears to the net consideration shall not be chargeable to income tax. For this purpose, net consideration means full value of the consideration received or accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. Further, if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred.

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12. Provisions of the Act vis-à-vis provisions of the tax treaty

As per Section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the relevant tax treaty to the extent they are more beneficial to the non-resident.

To Foreign Institutional Investors B.3 Benefits available to Foreign Institutional Investors (“FIIs”) B.3.1. As per provisions of section 10 (34) of the Act, any income by way of dividend

referred to in section 115 O (i.e. dividend declared, distributed or paid on and after April 1, 2003 by the company) is exempt from tax.

B.3.2 Taxability of capital gains

As per the provisions of section 115AD of the Act, FIIs will be taxed on the capital gains income at the following rates:

Nature of income Rate of tax Long term capital gains 10 percent

Short term capital gains 30 percent/10 percent (Reduced rate of 10% if

transaction of sales is entered into on or after 1st October 2004 through recognized stock exchange and securities transaction tax charged. The above tax rates would be increased by the applicable surcharge and education cess. The benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not available to FIIs.

As per section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the non-resident.

B.3.3 Exemption of capital gain from income tax

As per the provisions of Section 10(38) of the Act, long term capital gain arising from transfer of an equity share in a company or unit of an equity oriented fund is exempt from income-tax if:

� The transaction of sale is entered into on or after 1st October 2004 through

a recognized stock exchange and; � Such transaction is chargeable to securities transaction tax under Chapter

VII of Finance (No. 2) Act, 2004. B.3.4 As per the provisions of Section 54EC of the Act and subject to the conditions

specified therein, capital gains arising to the Company on transfer of a long term capital asset shall not be chargeable to tax to the extent such capital gains are invested in certain specified asset within six months from the date of transfer. However, if the Company transfers or converts the specified asset into money within a period of three years from the date of its acquisition, the amount of capital gain arising from the transfer of original asset exempted earlier would

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become chargeable to tax as long term capital gains in the year in which the specified asset are transferred or converted into money.

B.3.5 As per the provisions of section 54ED of the Act and subject to the conditions

specified therein, capital gains arising from transfer of long term assets, being listed securities or units of a mutual fund specified under section 10(23D) of the Act or of the UTI shall not be chargeable to tax to the extent such gains are invested in acquiring equity shares forming part of an “eligible issue of share capital” within six months from the date of transfer of the said long term capital assets. Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following conditions:

� the issue is made by a public company formed and registered in India; and � the shares forming part of the issue are offered for subscription to the public

B.3.6 Tax Treaty Benefits:

As per section 90(2) of the Act, the provisions of the Act would prevail over the provisions the tax treaty to extent they are more beneficial to the non-resident. Thus, a non-resident can opt to be governed by the beneficial provision of an applicable tax treaty.

Note: There is a legal uncertainty over whether a FII can elect to be governed by the normal provisions of the Act, instead of the provisions of section 115AD. Investors are advised to consult their tax advisors in this regard.

B. 4 Benefits available to Mutual Funds

As per the provisions of section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made thereunder, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorized by the Reserve Bank of India would be exempt from income tax, subject to such conditions as may be prescribed in this behalf.

B.5 Benefits available to Venture Capital Companies/Funds

As per the provisions of section 10(23FB) of the Act, any income of Venture Capital Companies / Funds (set up to raise funds for investment in a venture capital undertaking registered and notified in this behalf) registered with the Securities and Exchange Board of India, would be exempt from income tax, subject to the conditions specified therein. However, the income distributed by the Venture Capital Companies / Funds to its investors would be taxable in the hands of the recipients.

II. Benefits available under the Wealth Tax Act, 1957

All assesses are entitled to exemption from wealth tax in respect of the shares of the company as shares or securities are not included in the definition of asset U/s 2 (ea) of the Wealth Tax Act, 1957.

III. Benefits available under the Gift-Tax Act, 1958

Gift of shares of the company made on or after October 1, 1998 would not be liable to Gift tax under the erstwhile Gift Tax Act. However, under section 56 (2) (v) of the Income Tax Act, 1961, where any sum of money (which could include gift of shares

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also) exceeding twenty five thousand rupees is received without consideration by an individual or a Hindu undivided family from any person on or after the 1st day of September, 2004, the whole of such sum, would be taxed as income in the hand of the recipient, provided that this clause shall not apply to any sum of money received:

a) from any relative; or

b) on the occasion of the marriage of the individual; or

c) under a will or by way of inheritance; or

d) in contemplation of death of the payer.

For the purposes of this clause, “relative“means:

a) spouse of the individual;

b) brother or sister of the individual;

c) brother or sister of the spouse of the individual;

d) brother of sister of either of the parents of the individual;

e) any lineal ascendant or descendant of the individual;

IV. Benefits available under Export Import Policy

Import of Capital Goods under Export Promotion Capital Goods scheme (EPCG Scheme) at concessional rate of duty subject to fulfillment of obligations.

Notes:

All the above benefits are as per the current tax laws and will be available only to the sole/first named holder in case the Equity Shares are held by joint holders.

In respect of non-residents, taxability of capital gains mentioned above shall be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any between India and the country in which the non-resident has fiscal domicile. For Deshpande Malu & Co, Chartered Accountants P.C. Jain Partner Membership No. 70164 Date: 18th September 2006

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SECTION VI ABOUT US

Industry Overview Disclaimer: Pursuant to the requirements of the SEBI Guidelines, the discussion on the business of Our Company in this Draft Red Herring Prospectus consists of disclosures pertaining to industry grouping and classification. The industry grouping and classification is based on Our Company's own understanding and perception and such understanding and perception could be substantially different or at variance from the views and understanding of third parties. Our Company acknowledges that certain products described in the Draft Red Herring Prospectus could be trademarks, brand names and/ or generic names of products owned by third parties and the reference to such trademarks, brand names and/or generic names in the Draft Red Herring Prospectus is only for the purpose of describing the products. The industry data has been collated from various industry and/or research publications and from information available from the World Wide Web. INDUSTRY STRUCTURE � STEEL INDUSTRY (Source: www.steel.nic.in, National Steel Policy, 2005 and Appraisal Report of SBI Capital Markets Limited) The iron and steel industry in India is organized in three categories’ viz. main producers, other major producers and the secondary producers. The main producers and other major producers have integrated steel making facility with plant capacities over 0.5 MT and utilize iron ore and coal/gas for production of steel. In 2004-05, the main producers i.e. Steel Authority of India Limited, Tata Iron and Steel Company Limited and Rashtriya Ispat Nigam Limited had a combined capacity of around 19.3 mT and capacity utilization was 104 percent. The other major producers comprising of ESSAR, Ispat Industries Limited and Jindal Vijaynagar Steel Limited had a capacity of 6.4 MT with capacity utilization of 97 percent. The secondary sector is dispersed and consists of:

(a) Backward linkage from about 120 sponge iron producers that use iron ore and non-coking coal, with a capacity of around 13 MT, providing feedstock for steel producers. The capacity utilization in 2004-05 was 75 percent.

(b) About 650 mini blast furnaces, electric arc furnaces, induction furnaces and

energy optimizing furnaces that use iron ore, sponge iron and melting scrap to produce steel. Their capacity is around 14.7 MT, and capacity utilization in 2004-05 was 58 percent.

(c) Forward linkage with about 1,200 re-rollers that roll out semis into finished steel

products for consumer use. These are small and medium enterprises, whose reported capacity is around 15 MT, and capacity utilization in 2004-05 was 55 percent.

SWOT ANALYSIS OF THE INDUSTRY The strengths, weaknesses, opportunities and threats for the Indian steel industry have been tabulated below. The national steel policy lays down the broad roadmap to deal with all of them.

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Strengths 1. Availability of iron ore and coal 2. Low labour wage rates 3. Abundance of quality manpower 4. Mature production base

Weaknesses 1. Unscientific mining 2. Low productivity 3. Coking coal import dependence 4. Low R&D investments 5. High cost of debt 6. Inadequate infrastructure

Opportunities 1. Unexplored rural market 2. Growing domestic demand 3. Exports 4. Consolidation

Threats 1. China becoming net exporter 2. Protectionism in the West 3. Dumping by competitors

STEEL DEMAND Urban Areas: The present steel consumption per capita per annum is about 30 kg in India, compared to 150 kg in the world, and 350 kg in the developed world.

The estimated urban

consumption per capita per annum is around 77 kg in the country, expected to reach approximately 165 kg in 2019-20, implying a CAGR of 5 percent. Apart from the anticipated growth in the construction, automobile, oil and gas transportation, and infrastructure sectors of the economy, conscious promotion of steel usage among architects, engineers and students by the Institute of Steel Development and Growth (INSDAG) and the large producers will drive this additional consumption. Steps would be taken to encourage usage of steel in bridges, crash barriers, flyovers and building construction. Benefits of steel usage would be added to the technical education curricula in the country. Rural Areas: The rural consumption of steel in India remains at around 2 kg per capita per annum, primarily because steel is perceived to be expensive among the village folks. Based on the promotional efforts mentioned above, and an active focus on opening new block level rural stock points, a target is set for raising the per capita rural consumption of steel to 4 kg per annum by 2019-20, implying a CAGR of 4.4 percent. Exports: Although the focus of Indian steel industry is on the domestic market, export will be another window on the demand side. The growth of exports of steel from India has been around 10 percent per annum over the past decade. That speaks for the international cost competitiveness of the steel sector. It takes assiduous effort to create, and hold on to export markets. While the business decision to export will depend on the prevailing relative prices, the Government would encourage strategic alliances with buyback arrangements and dedicated export production through 100% export-oriented units. A growth rate of around 13 percent per annum is envisaged up to 2019-20. The issues related to exports have been discussed in section 13 on Trade Policy. STEEL SUPPLY While the country has rich endowments of iron ore and non-coking coal, and has cheap labour, this advantage is neutralized considerably by low material and energy efficiency, poor quality, poor productivity, and high cost of coking coal, power, freight and finance.

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The policy for making the critical inputs available to the industry is outlined in the following paragraphs. Critical Inputs: In order to support steel production of 110 MT by 2019-20, at 100 percent capacity utilization, the required quantities of critical inputs such as iron ore, coking and non-coking coal can be seen in Table below. The projected requirements are based on the assumption that new capacities will be 60 percent through the Blast Furnace (BF) route, 33 percent through the Sponge Iron – Electric Arc Furnace (EAF) route and 7 percent through other routes. Critical Inputs for Steel Production

(in million tonnes) Iron Ore Coking Coal Non-Coking Coal

2019-20 190 70 26

2004-05 54 27 13

Iron ore: At present, the in-situ reserves of relatively rich iron ore in India are 11.43 billion tonnes of haematite and 10.68 billion tonnes of magnetite ores. Though the reserves of haematite ore appear to be large, high-grade lumpy reserves constitute only 8.7 percent of the total. Further, the present commercial mining capacity for iron ore is only 175 MT. Production of iron ore in 2004-05 was 145 MT, of which 54 MT was domestically consumed and 78 MT was exported. Of the 600 mining leases, only 246 were operated in 2003-04. In order to ensure availability of 190 MT of iron ore for domestic production of steel by 2019-20, Government would encourage investments in creation of an additional modern mining and beneficiation capacity of 200 MT. The size of these investments will be around Rs. 20,000 crore. The current policy of captive mining leases for the private sector would continue, but it is necessary that investment plans be put in place for idle mining leases. State governments would recommend renewal of existing leases only against credible mining investment plans in a specified period. The Government would lay down priorities and guidelines for the State governments to recommend fresh mining leases, having regard to the entrepreneur’s mining investment plans, and technical and financial capabilities. Environmental and forest clearances would be granted within a pre-specified time frame. Though local value addition would be given priority, the Government would encourage iron ore trading in order to make this essential raw material available to the iron and steel industry throughout the country. The Government would encourage investments in adding value to iron ore fines. Scientific mining and economies of scale would also be encouraged through consortia of small users and by prescribing a minimum economic size for mines. Exports of iron ore: After remaining stagnant at around 35 MT for about a decade (between 1991-92 to 1999-2000), exports of iron ore from India have grown in the last 4 years to 78 MT in 2004-05 on the back of large exports of iron ore fines to China. Fines and concentrates, which have little use in India except as a negative environmental externality, make up about 90 percent of Indian iron ore exports currently. As investments are made into beneficiation, sintering and pelletization in the country, which will use these fines, the growth in exports of iron ore is likely to decline. Exports have thus been estimated to be around 100 MT by 2019-20. In terms of future policy, exports of iron ore, especially high-grade lumps, would be leveraged for imports of coking coal or for investment in India. Long-term export supply of iron ore would be confined to a maximum of five-year contracts. This duration would be reviewed from time to time. A judicious balance would continue to be maintained between exports and domestic supply of iron ore.

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Coking coal: The proven reserves of prime coking coal are only 4.6 billion tonnes. The quality of Indian coking coal is also not suitable for steel. The production of coal during 2001-02 was 328 MT, out of which coking coal amounted to only 29 MT. The low ash coking coals required by steel makers was around 10 MT in 2001-02. Coking coal production has declined at an annual rate of 4.7 percent during the decade ending 2001-02. Poor quality domestic prime coking coal has to be blended with imported coal. Currently the steel industry imports around 19 MT of coking coal annually, and procures 7.5 MT from indigenous sources including captive mines. By 2019-20, about 70 MT of coking coal will be required, of which 85 percent will have to be imported. The imperatives of coking coal security require that new sources of coking coal be tapped. Accordingly, the Government would aim for the coal sector to become market-driven, but in the meantime continue allocation of captive coking coal blocks to steel plants, and establish mechanisms to share their surplus resource with other steel plants. The Government would encourage joint ventures and equity participation abroad by steel and coal companies. Simultaneously, efforts would be made to develop and adapt technologies, which have synergy with the natural resource base (non-coking coal) of the country. The steel industry would be encouraged to make investments in washing and beneficiation of coal. Non-Coking Coal: With proven reserves of 74 billion tonnes, non-coking coal constitutes around 82 percent of the total coal reserves in India. Production of non-coking coal at 294 MT during 2001-02 was 91 percent of the total coal production of 328 MT. In 2004-05, the steel sector consumed about 8 MT of non-coking coal, excluding thermal coal for captive power plants. Sponge iron grade non-coking coal: The sponge iron industry using non-coking coal as input material will play an important role in future as a substitute input for coke. The capacity of sponge iron industry would increase from the current 13 MT to 20 MT by the end of 2010-11, at a growth rate of 6.5 percent per annum, and thereafter, till 2020, grow to 38 MT. The current trends indicate that a large number of sponge iron based steel units may come up in the states of Orissa and Jharkhand. By 2019-20 the steel industry will demand around 26 MT of non-coking coal of higher grades. Available data show a declining rate of growth in production of non-coking coal in India. In the decade of 1980s, the growth rate was 6.5 percent, which fell to 3.9 percent in the 1990s. In the last five years the growth rate has been 4.7 percent. The power plants are, therefore, planning to import large quantities of thermal coal. Further, Indian coal is high in ash content, which will force non-coking coal based steel production also to go for some imports. While market forces should allocate resources to their most efficient uses, which would require the coal sector to be deregulated, a strategy for the transitional period would be needed. Accordingly, the sponge iron and steel industry would get first priority in the allocation of higher grades of non-coking coal of below 12 percent ash content, being essential feedstock. Greater flexibilities would be introduced in the form of sale of surplus coal, re-allocation of existing unused linkages with Coal India Limited, and allocation to consortia of small users. Joint ventures of public sector companies with the private sector would be explored in order to finance the required investments. Natural Gas: The pricing mechanism for natural gas, taking into account the cyclical nature of the steel industry, needs to move gradually towards market-determined prices. It would also be desirable to put in place the regulatory framework, as natural

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gas stocks are limited in the country and sufficient level of competition has to be ensured in this sector. Further the industry needs time for adjustment as price shocks lead to loss of business confidence. Considering the importance of gas based steel plants due to (a) environmental cleanliness, (b) shortages of coking coal required for other major routes, and (c) natural gas being a feedstock for sponge iron plants and not just a heating source, the present system of allocation and pricing of natural gas to the steel sector would remain under continual review. Refractories: Refractories are used to line various high temperature vessels used in the steel manufacturing process. India has a refractory industry of 80 units with 1.6 MT capacity, and utilization of just 55 percent in 2004-05. It needs modernizing and upgrading. The Government would foster closer technical interaction between the steel industry and the refractory industry so as to achieve fewer breakdowns, reduced down time and prompt hot repairs. The Government would also support basic and applied research in utilizing indigenous refractory raw materials through partnerships between steel and refractory producers. STEEL PRICES Following de-regulation of prices for integrated steel plants in 1991-92, the domestic prices of steel have become market-determined. Market prices remain in step with international prices, though generally lower. During industry downturns, prices fall and during upturns, they rise. While rationalization of the customs and excise duty structure is aimed primarily at reducing fiscal and revenue deficits, it has an indirect influence on consumer prices. At present, there are around three thousand units manufacturing steel and steel products, which are marketed by over 1,00,000 traders for ultimate consumers. This dispersal of the distribution chain has been the principal reason why no price regulation of the steel trade has ever been in force. Government has recently set up a Competition Commission to look into complaints of monopolistic pricing. Steel futures: The cyclical nature of the steel industry deters fresh investments due to risks of recession. The mismatch between demand and supply also leads to price volatility witnessed during recent times. Stagnation in steel prices for long periods followed by sudden spurt also affects the consumers and the infrastructure industry. Therefore, the efforts of various stakeholders to develop risk-hedging instruments like futures and derivatives would be supported. HUMAN RESOURCES The anticipated steel production of 110 MT by 2020 would require an additional workforce of 2,20,000 after accounting for the expected productivity improvements. Further the creation of 1 man-year of employment in the steel industry generates an additional 3.5 man-years of employment elsewhere in the economy due to its strong linkages with other sectors such as transport, mining, construction, machinery, and steel fabrication. The total additional employment generated in the economy due to expected production of 110 MT by 2020 would be around 1 million. The profile of the required human resources will have a larger share of the skilled and semi-skilled labour force. It is a matter of concern that availability of scientists, engineers and technicians per thousand of population in India is 7.05 compared to 113 in Japan, 90 in U.K., 53 in Korea, 54 in Australia and 85 in Germany. Further, the task is not limited to increase in the stock of technical manpower. The technical and

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professional institutes of the country would also be required to impart new competencies and capabilities in tune with changes in technology and the needs of globalization. The existing training and research institutes under the Ministry of Steel would be brought under an umbrella organization with representation from each segment of the industry. The functions of this organization would include (a) suitable training programmes especially for the secondary small scale units, (b) promotion of steel consumption through dissemination of information on availability and suitability of steel for various applications, and (c) collection and analysis of data on important parameters of the industry. TECHNOLOGIES, RESEARCH AND DEVELOPMENT Though the choice of technology will be determined by entrepreneurs based on techno-economic considerations, the Government would encourage adoption of technologies, which:

• Have synergy with the natural resource endowments of the country. • Are conducive to production of high-end and special steel required for

sophisticated industrial and scientific applications. • Minimize damage to the environment at various stages of steel making and

mining. • Optimize resource utilization. • Facilitate modernization of the steel industry so as to achieve global standards of

productivity and efficiency. • Development of front end and strategic steel based materials.

India’s expenditure on Research and Development has been negligible not only in absolute terms but also as a percentage of GNP at 0.86 percent. This can be compared to the developed world with an average ratio of 2.5 percent. In the case of steel industry, the ratio of expenditure on R&D as a percentage of turnover is only 0.26 percent. The low priority to indigenous R&D has given rise to adoption of technologies that are more suited to conditions prevailing in the developed world. For example, resource position of raw materials requires development of technologies, which can use indigenous coking coals and non-coking coals and for improvement in quality of high alumina Indian iron ore. But lack of innovation and adaptation to Indian conditions is resulting in large-scale import of coking coal and low performance in iron making. Aggressive R&D efforts would, therefore, be mounted to create manufacturing capability for special types of steel, substitute coking coal, enrichment and agglomeration of iron ore fines, develop new products suited to rural needs, enhance material and energy efficiency, utilize waste, and arrest environmental degradation. Public sector steel companies would enhance R&D expenditure in the coming years to finance internal R&D efforts and sponsor outside research, which may provide a framework for inter-disciplinary cooperation with the private sector across national boundaries. Government’s contribution to fostering basic and applied R&D will be enhanced. ENVIRONMENTAL CONCERNS With a view to making various operations in steel industry environment friendly, environmental audit and life cycle assessment of existing steel plants (including sponge iron units) would be encouraged so that the relevant processes reduce emissions and effluents, minimize and better manage solid waste generation, and improve resource conservation such as energy and water. There are some fine examples of high-level environmental performance in the steel sector already. However, the steel sector would join the efforts of other industries to improve environmental performance even more. The secondary steel producers would be proactively assisted in shifting to processes

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that are more environment-protective. A similar policy would be followed in assisting natural resource industries, such as iron ore and coal mining, where scientific mining and mineral processing would be encouraged. SECONDARY AND SMALL SCALE SECTOR The secondary sector primarily consists of non-integrated and comparatively small steel producers. However there are large variations amongst various units in terms of scale of operations, product-mix and technology. The secondary sector plays an important role in providing employment, meeting local demand of steel in rural and semi-urban areas, and meeting the country’s demand of some special products required in small volumes. The Government will strive to provide the necessary feedstock to these units at reasonable prices from major plants through the existing mechanism of State Small Industries Corporations. TRADE POLICY Exports: It is estimated that the country will achieve an export ratio of around 25 percent of the total production in 2019-20 from 11 percent in 2004-05. This is comparable with a 30 percent share of exports in global production. The Government will support all efforts to make available export credit, provide trade information, and cut transaction costs in general. In view of the slow progress of multi-lateral negotiations, Government would focus on regional trade agreements to broaden the export base. Exports of value-added steel and steel products, including indirect export of steel through project exports, would be encouraged. Imports: Import duty rates have been brought down progressively in the post-deregulation period. The Indian steel industry has been able to successfully withstand the competitive pressures of overseas producers. However, integration with the global economy requires that the industry should be protected from unfair trade practices, which become common especially during the periods of downturn. The Government would, therefore, institute mechanisms for import surveillance, and monitor export subsidies in other countries.

Alloy Steel Introduction Alloy steels are indispensable both in the form of cutting and shaping tools for the manufacture of equipment and as components of various machinery, equipment and appliances. In addition, production of alloy and special steels is strategic not only from the point of view of critical requirement of industrial growth of the country, but also from its application in the defense needs. While major emphasis was laid for the production of mild steels in sixties and seventies, the efforts towards production of alloy and special steels were inadequate to meet the country’s requirements of alloy and special steels. This has resulted in imports of large quantities of various categories of alloy and special steels in the country in the past, causing drainage of valuable foreign exchange. However, in recent years India has started exporting of alloy and special steels to various countries. Besides, during the last one decade, globalization has propelled growth in Indian economy and industries resulting higher domestic demand of steel. In view of this, it is necessary to create/expand additional capacities for alloy and special steels to meet the growing needs of the manufacturing and other engineering industries in the country as well as export demand. Since alloy and special steels are used either as input material for production of components in various

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engineering industries or as tools and accessories to shape metals and other materials, its demand would depend on the demand for the finished products of these consuming industries. End-uses Alloy and special steels find applications in practically all economic sectors through different kinds of products and machinery fabricated by the industries. All machinery and transport equipment need alloy and special steels for original components and spare parts. The use of alloy and special steels is as pervasive as ordinary steels because even if the alloy and special steels are not directly needed in the manufacture of components, the process of cutting and shaping of ordinary steels and other metals into desired form needs tools made of alloy and special steels. Demand Analysis Alloy and special steels, in particular, are strategic materials needed in smaller quantities essentially for intricate and sophisticated applications, where improved mechanical properties, high strength characteristics, high resistance to heat, wear and corrosion, excellent surface finish, etc. are required. The growth of consumption of alloy and special steels depends on the growth of performance of the end-using industries, development and education of small users and qualitative shift in consumer attitudes. The alloy and special steels keep the wheels of industries moving, promote the growth of manufacturing and engineering industries, enhance the degree of self reliance and make more sophisticated and strategic materials available to the nation. Alloy and special steels are indispensable to industrial growth as tool for production of machinery and as components of machines because of their high modulus of elasticity, and tensile strength. Also alloy and special steels form strategic basic materials for country’s Defence needs. Alloy and special steels find major usage in the following sectors. - Forging industry - Automobiles and auto component manufacturers - Railways - Defense - Spring manufacturers - Bearing manufacturers - Bright bar manufacturers - Seamless pipes/tubes HT fasteners - Dies and tools Out of the above sectors, lion share of alloy and special steels is consumed by forging and automobile industries. The apparent consumption of alloy and special steels (incl. stainless steels) for the period from 1998-99 to 2003-04 is furnished in table below

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Source: Mecon The trend of apparent consumption has recorded an annual growth rate of about 11.6% during the period 1998-99 to 2003-04. The industrial / economic reforms adopted by the Government of India, acted as stimulating factors for the industrial and economic activity in the country. The economy, in general and industrial sector in particular started responding to such Government policies and positive symptoms of improvement were visible during the period. As such, there is surge in domestic demand for alloy and special steels during the period. This trend is likely to continue in future years also, as lot of promotional measures/industrial activities are going to take place. Market analysis of alloy and special steels (excl. stainless steel) Domestic demand The apparent consumption of alloy and special steel (excl. stainless steel) for the period from 1998-99 to 2003-04 is furnished in table below

Source: Mecon It is revealed that there is a growth of about 9.6% per annum in demand for alloy and special steels during the period 1998-99 to 2003-04. It has recorded an annual growth rate of about 18% during 2003-04 over the previous year. The high growth in the domestic demand during the year 2003-04 may be attributed to higher growth in consuming industries.

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Stainless Steel Stainless Steel Industry in India Production of Stainless steel in India started in the late sixties. Production gradually increased to 24,000 tonnes in the mid seventies. Towards the end of the eighties, the government changed its policies allowing production of all types of steel in the Secondary Sector. New capacities were created and in 1980-81, India’s production of stainless steel reached 66,000 tonnes. During the eighties, AOD/VOD (Argon Oxygen Decarburisation / Vacuum Oxygen Decarburisation) processes were introduced by some EAF units, which started the use of High Carbon Ferro Chrome for the first time in India that brought down the cost of production of stainless steel. Small Induction Furnace (IF) units also started melting stainless steel scrap for recycling into usable steel. At present there are about 19 producers of stainless steel in India with EAF/IF melting and AOD/VOD facilities having an annual capacity ranging from 10,000 to 4,00,000 TPA each. These units contribute about 80 percent of the country’s production. Besides, these about 17 percent IF units that melt stainless steel scrap and produce pencil ingots without any refining facilities. Their average per unit production ranges from 5,000 to 8,000 tonnes and they contribute about 20 percent of India’s Stainless Steel production. India has outpaced the global growth rates consistently over last several years. Against world average growth rate of 6 % the Indian Production has grown over 16% during the last 15 years to hit melting production of 1.87 Million tones in 2004-05. India’s share of world production has accordingly increased from 2% in 1991-92 to around 7% in 2004-05. The Future India’s consumption of Stainless Steel is increasing gradually but the per capita consumption is still as low as 700 grams as compared to 14/15 kgs in the western world. ISSDA found a lack of awareness about its use and benefits, non-availability of skilled fabricators, under developed production technology etc. as reasons for such low consumption. The notion that Stainless Steel is a high cost material at the initial stage is changing gradually giving way to the life cycle cost analysis approach. ISSDA’s efforts to help increase the consumption of stainless steel in the country are already showing some positive results. The future of the Indian Stainless Steel industry is bright and favorable government policies will help its further growth. Stainless Steel Prices Increased supply in China continued to exert pressure on global stainless steel prices in December 2005. The prices in the domestic market followed the international trend and declined in December 2005. Imports from Europe and South-east Asian countries continue to plague the domestic markets, forcing players to cut prices. Demand in the export market also remains weak In April 2005, international prices of stainless steel remained stable, driven by stable nickel prices and in the domestic market, stainless steel prices remained stable as well, except for a marginal decline experienced in export prices of stainless steel HR flats.

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Export prices declined because of lower demand from China, because of inventory build-up. In May 2005, international prices declined marginally on the back of low demand. However, domestic prices rose slightly on the back of high demand. Weak demand for stainless steel in the international market is likely to exert downward pressure on international stainless steel prices. However, as per Cris Infac, domestic prices are likely to remain stable due to steady demand.

Pig iron Introduction Pig iron is the immediate product of smelting iron ore with coke and limestone in a blast furnace. It has a high carbon content, typically 4-5%, which makes it very brittle and not very useful directly as a material. Pig iron is typically poured directly out of the blast furnace into pots to form ingots. The ingots are then used to produce wrought iron or steel, typically with a Bessemer converter or basic oxygen furnace, by burning off the excess carbon in a controlled fashion. Compared to the direct reduction of iron (which is a dry process), the manufacturing of pig iron is a wet process and the output from the furnace is in the form of molten metal. The process of purification in a blast furnace is much more rigorous than the direct reduction method. Consequently pig iron has a higher Fe content. Another advantage of pig iron is that unlike sponge iron, it can be made in much larger quantities at a time. Pig iron is classified as basic grade and foundry grade. Basic grade pig iron is used in the manufacture of steel and foundry grade pig iron is used by foundries to manufacture steel castings. Pig iron competes with sponge iron and steel scrap as they are partial substitutes to one another. Another grade of pig iron called sorel grade is used by the automobile industry and for manufacturing special purpose iron castings. Pig Iron Demand Supply Scenario The high demand for steel and rise in its prices have affected the domestic pig iron industry. Attracted by the high demand for steel, primary producers like SAIL, RINL and Ispat Metallics stepped up the production of hot metal since 2002-03, thereby increasing pig iron production, and hence its supply in the domestic market. This move has corrected the demand-supply gap in the domestic pig iron market. Similarly, pig iron exports were also high in 2003-04, with international demand for pig iron (for castings and steel) having improved. The demand, capacity and average price of the Pig Iron industry over five years ended FY 2004 is given below: -

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Pig Iron in ‘000 MT FY00 FY01 FY02 FY03 FY04 Apparent Consumption 2,908 3,178 3,781 4,737 5000 Total Production 3,191 3,408 4,091 5,269 5,222 Total Capacity 5,582 7,833 8,774 8,956 8,956 Price per MT 8,500 8,500 7,000 10,300 22,500 Source: Cris Infac The likely demand (assuming 5% growth) and supply situation is given below :

Pig Iron in ‘000 MT FY06 FY07 FY08 FY09 Capacity Forecast 9,681 10,026 10,026 10,026 Production Forecast 5,904 6,282 6,483 6,792 Capacity Utilisation% 61 63 65 68 Demand Forecast 5510 5785 6075 6380

Source: Cris Infac It may be observed from above that capacity utilization for the industry is expected to be around 60-65% and would be sufficient to meet the demand. The pig iron industry continued to report improvement in profits and sales in the quarter ended June 2005. Even as the pig iron prices had softened in the various markets during the period, the coke prices also decreased benefiting the producers. Coke and iron ore account for 84-85% of the total costs of pig iron manufacturers. Coke accounts for around 70% of the total costs of pig iron. The year 2004 witnessed an unprecedented hike in coke prices. Coke prices ruled at around $500 per tonne in April 2004, compared to around $120 per tonne in March 2003. The acute shortage of coke in the global market was responsible for the price hike. The Indian government reduced the import duty on coke to zero percent in order to combat the rising prices but with little effect. Since then the prices have come down significantly. The prices in July 2005 were ruling around $270-280, which is significantly lower from the peak price levels. As regards pig iron prices, currently the domestic price is in the range of Rs.14000- 15000 / MT. It is expected the prices would recover somewhat on the back of rising steel prices.

For the purpose of profitability projections, pig iron prices have been conservatively assumed at Rs 13000/MT.

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Rolled Products Industry

Long Products The construction sector consumes over 10 million tonnes of steel annually, mostly comprising of long products. However, as compared with international norms, the construction industry in India is not steel-intensive. The steel to cement consumption ratio is 1.1 in developed countries, as compared with 0.31 in India. There is substantial potential for an increase in the consumption of steel in the construction industry, due to low steel consumption ratio and benefits of steel (long products), such as superior quality and durability. As steel billets are used to manufacture long products such as wire rods, their demand is also expected to show a significant increase in the years to follow. As has been the trend in the past, demand for bars and rods has been the driver for growth in long products in 2002-03. As the growth in construction is largely driven by road and urban infrastructure projects, that consume primarily bars and rods, demand for structurals, which are primarily used in mining, construction of tunnels, factory structures, transmission towers, bridges and ships, has stagnated. The total production of long products in 2002-03 is around 13 MMTPA of which bars and rods constitute 10 MMTPA. The graph below gives a fair picture of the changed scenario.

Source: CRISINFAC However as per the latest Cris Infac estimates the change in the economy and consequent demand in the infrastructure sector, the consumption of structural is going to improve, altough not by a large percentage. However there is still a demand supply gap estimated keeping in view the proposed expansions from the structural manufacturers. Mainly the smaller players are building capacities to meet this incremental demand, as it would not be economically viable for larger players like SAIL to build capacities for the resultant gap. According to JPC data, during the year 2003-04, apparent consumption of long products is estimated to have increased at around 8 per cent to 14.6 million. However, during the period long products exports are estimated to have reduced to 0.41 million tonnes from 0.53 million tonnes in 2002-03, resulting in overall demand growth of around 6.9 per cent. Thrust on infrastructure development projects like roads, fly-overs and boom in commercial and housing development gave a boost to demand for long products. The construction sector accounts for 40 per cent of long product consumption and the manufacturing and engineering sectors account for 30 per cent each.

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The prices of long products are also expected to increase with a steady growth in demand at 7 per cent CAGR during the same period from the infrastructure and housing sectors; and with an increase in input prices. The increase in long product prices by 8-10 per cent in 2002-03 was due to a steady 8 per cent increase in demand. In June 2005, however, the prices came down from their peak as a result of start of monsoon and decline in raw material prices. Prices increased as a result of the following reasons:

1. Higher demand from domestic markets. 2. Strained supply due to raw material shortage and high operating rates 3. High prices of raw materials like scrap, billets, and coke.

The demand for billets has increased further as a result of fewer ships being broken in India, because of the increase in prices of junk ships from $250 per light displacement tonnage (LDT) to $400 per LDT, rendering it highly unviable. Steel from broken ships is a major source of raw materials for re-rollers and substitute for billets. In a paradoxical situation, domestic steel players are now demanding scrapping of anti-dumping duties on import of long products into India, though the duties were first imposed to protect them from cheaper imports. The Indian companies face an acute shortage of long steel products, as imports from China and Russia are not viable because of heavy anti-dumping duties. Importers are now hoping that duties will be relaxed, as there are only a few markets where long steel is available and affordable. Billets and debars are available from Russian and Chinese steel makers at rates of about $360 per tonne. However, Russian imports are levied an anti-dumping duty of $90 per tonne, while imports from China attract a duty of $133 per tonne. This is in addition to the customs and countervailing duties. Of the 10 MMTPA of bars and rods production in 2002-03, SAIL produced 1 MMTPA, RINL 2.3 MMTPA, TISCO 0.7 MMTPA, and IISCO 0.1 MMTPA. The secondary sector formed the remaining 6 MMTPA of production of bars and rods. It is these producers that purchase raw materials for the bars and rods from third parties.

Wire Rods and Bars Market Overview Long products are expected to grow at a healthy 9 per cent in 2003-04, and a CAGR of 6.9 per cent from 2004-05 to 2007-08. In long products, bars and rods are expected to outperform the other segments.

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Source: CRIS INFAC A strong demand growth from housing and infrastructure augurs well for the industry. In the Union Budget 2003-04, the government announced a major thrust for the infrastructure sector, 48 new road projects with an outlay of Rs 4,000 billion. Eight port and shipping projects are also going on. These will require a large amount of long steel, particularly bars and rods. Low interest rates and tax sops have boosted the urban housing sector, which is fairly steel-intensive. This growth is expected to continue, pushing the demand for long steel. In recent times, the demand growth rate for structurals has fallen, due to lack of large projects in power or manufacturing. In spite of new investments in the power sector, growth will remain low, because the housing sector has begun shifting from structurals to the more easily available, and more cost-effective bars and rods.

Seamless Tube Industry Seamless steel tube is defined as a steel tubular product made without a welded seam. It is manufactured by hot working steel or if necessary by subsequently cold finishing the hot worked tubular product to produce the desired shape, dimensions and properties. Seamless steel tubes are produced in the size range of 12 mm to over 700 mm outer diameter and 2mm to around 100 mm wall thickness. The wide size range that these tubes cover makes them suitable for use in a number of versatile areas of applications. The tubes are produced in several steel grades ranging from ordinary carbon steel to high alloy and stainless steels. The characteristics of seamless steel tubes are different for different applications. The characteristics are specified for each application in almost all international standards. The specifications of seamless steel tubes have been drawn by IS, API, ISO, DIN, GOST and other international standards. Seamless steel tubes find their application in special areas where strength is prime consideration. The seamless steel tubes employed for rotary drilling must possess great torsional strength and high resistance to fatigue stresses. The casing pipes for deep oil wells require seamless pipe having high resistance to collapse to withstand the high external pressures. The oil refining, chemical and pressure steam industries also demand special seamless steel tubes/pipes to withstand very low temperature as low as -268oC. The considerable quantity of pipe and tubing find uses in structural application because of favorable strength to weight ratio. The fast development of indigenous

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industries stimulated the growth of direct consumption of seamless steel tubes. Out of total demand for seamless steel pipes, oil sector accounts 60% and the share of bearings, automobile and boiler sector together are estimated as about 30%. International Standards Standards prescribed by institutions like ASTM, BS, DIN governs the global pipe industry. Some of these standards include –

• Outside diameter • Wall thickness • Nominal weight per unit length • Hydrostatic test pressures

American Petroleum Institute (API) prescribes the pipe specifications for application in crude, POL products, gas and other applications requiring operation under high pressure and temperature. Global Scenario Demand According to Steel Statistical Yearbook 2004,Committee on Economic Studies, Brussels, the global demand for Seamless pipes stood at about 17.3 MMTPA. Increased efforts to produce and ship oil and natural gas, favoured by rising energy prices, is leading to an increase in demand for high quality seamless pipes. Global demand for seamless pipes is increasing due to the higher drilling activity in the oil and gas industry and transportation over long distances. Seamless pipes are preferred for such applications as they can withstand high pressure and are of higher diameter than other pipes. Supply The global installed capacity stood at about 28 MMTPA during 2004-05. The average capacity utilisation stood at about 60%. The share of major producing regions is as shown below. It is noted that about 20% of the installed capacity is currently closed due to uneconomical operations. Most of these capacities are located in North America and Europe. The Consultants believe that these capacities will not restart, as these economies do not offer competitive advantages as offered by countries in Asia. Region wise Production of Seamless Tubes

28%

19%

53%

Europe America Asia

Source: Steel Statistical Year Book

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As seen from the above figure Asian region accounts for the major share of production followed by Europe and America. Domestic Scenario Demand The domestic demand for Seamless pipes stood at about 0.40 MMTPA. The major demand drivers are Power plants, Boilers, Process industries, Oil and Gas transportation etc. In the Oil and Gas industry multi product pipelines are used to transport two or more different products in sequence in same pipeline. In refineries pipes are used for transportation of crude and POL products within the refinery. Seamless pipes of higher diameter and thickness are used especially in cross-country trunk pipelines.

Demand for different types of pipes Types of Pipes Application Industries ERW Oil & Gas distribution, Water Supply Irrigation SAW Transportation Pipelines Seamless Process industries./Boilers/Power Plants, Oil & Gas distribution etc Low End Pipes Water Transportation- Domestic, Bulk, Irrigation etc Source: DMM Analysis The Indian GDP is expected to grow at 6-7% p.a. during the next 8 years, which is expected to fuel growth in pipe demand at 8-10% during the next 8years. As of 2005 the total Oil and Gas pipeline length in India stood at 14,500 kms. Of this crude oil and product pipelines account for about 65 % of the total Oil pipeline length in India while the rest was accounted for by Gas pipelines. The table below indicates the pipeline kilometers by various companies.

Domestic Pipeline Length

Company Pipeline length (in Kms) IOCL 7,200 GAIL 4,200 GGGC 1,200 OTHERS 1,900 Total Length 14,500

Source: Ministry of Petroleum & Natural Gas, GoI World over it has been noted that transportation of oil and gas is through pipelines as it is very cost effective in long run. Comparative share of Oil and Gas pipeline transportation of India versus the world shown in the Table below indicates that transportation through pipelines in India is lower than the world. Comparative Share of Pipeline Transportation

Countries/Regions Share (in %) USA 60% Europe 70% India 25%

Source: DMM analysis, Sector Reports

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As is seen from the table above in India only 25% of oil and gas is transported through pipelines. With increasing cost of transportation through surface (rail and roads) along with stringent pollution norms the emphasis will be on lying down pipelines for transportation of oil and gas. In India railways and road transport sector for about 70% and 5% of Oil and Gas transportation respectively.

Supply The total installed capacity of Seamless pipes in India stood at about 0.6 MMTPA. The average capacity utilisation stood at about 60%. The major producers of Seamless pipes in India are Maharashtra Seamless and Indian Seamless & Metal Tubes which account for about 50% of total installed capacity of Seamless pipes in the country. The other manufacturers include Oil country Tubular, Ratnamani Metals and Tubes and Gandhi Special Tubes.

Conclusions • The global and domestic demand-supply scenario is favorable for Seamless Pipes • The domestic players in the business have strategic advantages, which they can

leverage to benefit their overall business. • Pipelines will be preferred mode of transportation for POL and gas especially in

India • There exists sufficient demand both in the domestic as well as export market,

leading to better capacity utilisation rates • The market can absorb additional capacities, which can be created by existing

or new players.

� INDIAN EDIBLE OIL SCENARIO

INTRODUCTION: India is world's fourth largest vegetable oil economy with 15,000 oil mills, 700 solvent extraction units, 250 vanaspati (hydrogenated oil) plants, and over 500 refineries, all employing over one million persons.

INDIAN VEGETABLE OIL INDUSTRY

Type of Vegetable Oil Industry

No of Units

Annual Capacity (Lacs tonnes)

Capacity Utilization

Oilseed Crushing Units 15,000 425 (in terms of seed) 10-30%

Solvent Extraction Units 704 310 (in terms of oil bearing material)

31%

Refineries Attached with Vanaspati

126 51 45%

Refineries Attached with Solvent Extraction Plant

295 36 27%

Independent Refineries 585 35 36% Total Refineries 1,006 122 35%

Vanaspati units 256 50 (in terms of Vanaspati Bakery, shortening & margarine)

24%

Source – Directorate of Vanaspati, Vegetable oils and Fats

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India is a leading player in edible oils, being the largest importer and the third largest consumer (after China and EU). Each year, India consumes over 10 million tonnes of edible oils a year, an amount that is consumed by over 90% of Indian households. The per capita consumption of edible oils is around 10 kg per year; this is considerably lower than in most developed countries. Palm oil (mainly imported) and soybean oil account for almost half of total edible oil consumption in India, followed by mustard and groundnut oil. Regional consumer preferences for certain oils are led mainly by what is grown locally (mustard/rapeseed in the north and east, groundnut in the west, soybean in the north, coconut oil in the south). The price of edible oils is the key driver of demand. In India, most vegetable oil is purchased by household or industrial buyers (food processors, restaurants, and hotels) for frying or baking needs and is sold as loose oil or vanaspati (partially hydrogenated vegetable oil). Only a small percentage of edible oils are sold in branded form at the retail level. Together, groundnut, soybean and rapeseed/mustard account for over 80% of the output of cultivated oilseeds in India. Domestic price support policies have generally favoured the production of crops that compete with oilseeds, such as rice and wheat, resulting in waning oilseed production and stagnant yields. Efficiency gains in the oilseed-processing sector have also been hampered by poor infrastructure and policies restricting the economies of scale in processing plants. Domestic edible oil production (5 to 6 million tonnes) is not sufficient to meet domestic demand. The trade policy reforms in the mid 1990s also fuelled the increase in edible oil imports, which now meet 40-45% of India’s consumption requirements. India will continue to depend on imports in the future, mainly of crude palm oil/palmolein and crude soybean oil as these have generally been the cheapest options. Note : Import for the year 2005-2006 is up to June 2006 only

Source – SOPA Data bank

DEMAND OUTLOOK Edible oil demand is expected to grow by 3-4% per annum over the next five to ten years, which translates into an additional requirement of 0.3 to 0.4 million tonnes per annum, reaching a total of 14.8 and 18.3 million tonnes by end of 2010 and 2015 respectively.

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Branded edible oil growth is expected to be slightly higher than the growth in edible oils overall. With increasing incomes and quality consciousness, the branded oil segment should continue to grow at a rate of 6-8%. Owing to its competitive pricing, soybean oil’s share is likely to grow from its present 30% to 45% among branded refined oils within the next five years. Factors like government policy, in terms of excise duties and the implementation of the packaging order, should also influence the shift to branded oils.

Likely domestic production and import requirement by 2010 and 2015

Branded Unbranded Total Present Volumes (Million tonnes) 1 10.5 11.5 Per unit price (Rs / kg) 50 45 45.4 Present value (Rs in Bn ) 50 472.5 523 Current growth rate 7% 4% 4.3% Projected volumes 2010 (Mn tonnes)

1.5 13.3 14.8

Projected Value 2010 (Rs in Bn.) 101 734 834 Projected volumes 2015 (Mn tonnes)

2.1 16.2 18.3

Projected Value 2015 (Rs in Bn.) 180 1244 1424 Source – Rabo Bank Report

The demand for edible oils is expected to go up from the current levels of 12 Mn tonnes to 14.8 Mn tonnes by 2010 and 18.3 Mn tonnes by 2015. The demand of branded edible oils could go up further if some of the state governments implement the edible oil packaging order which allows the sale of edible oil only in packaged, branded form. However, the overall demand of edible oils would not change; there would just be a shift from unbranded to branded.

SUPPLY SIDE

Likely domestic production and import requirement in 2010 and 2015

Particulars 2004 2010 2015 Total Demand 11.5 14.8 18.3 Total Area under Oilseeds (Mn Hectares)

23.69 27 28

Yield (Tons / hectare) 1.06 1.12 1.31 Production of oilseeds (MT) 25.29 30.3 36.8 Domestic supply of edible oils – Mn tonnes

7.7 9.75 11.9

Exports 0.1 0.1 0.2

Closing Stock 0.9 1.2 1.5

Total edible oil imports - Mn tonnes 4.2 5.4 6.9 Imports as share of demand 36.8% 36.8 37.7%

Source – Rabo Bank Report

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� Wind Power Industry

Introduction

Power generation from wind has emerged as one of the most successful programmes in the renewable energy sector, and has started making meaningful contributions to the overall power requirements of some States.

Energy is a major input for overall socio-economic development. Use of fossil fuels is expected to fuel the economic development process of a majority of the world population during the next two decades. However, at some time during the period 2020-2050, fossil fuels are likely to reach their maximum potential, and their price will become higher than other renewable energy options on account of increasingly constrained production and availability. Therefore, renewables are expected to play a key role in accelerating development and sustainable growth in the second half of the next century, accounting then to 50 to 60% of the total global energy supply.

After the creation of a separate Ministry in 1992, special emphasis was given in the Eighth Plan to generation of grid quality power from renewables. The total installed capacity of power from renewables today stands at nearly 1,350 MW with contribution from wind power of nearly 1,000 MW.

Wind power installations worldwide have crossed 8,500 MW producing about 14 billion KWH of energy annually. A total capacity of about 5,500 MW has been installed in Europe, 1,700 MW in USA, and 992 MW in India. India is now the fourth largest wind power generator in the world after Germany, USA and Denmark.

The State of the World 1998, a world-watch Institute Report on progress toward a sustainable society, released earlier this year, has noted that renewable energy production in the world is expanding rapidly. Wind generation is the fastest growing energy source in this decade and is expanding at 25% per year. The Report recognizes India as a new "Wind Superpower". With declining trend of cost and increase in the scale of wind turbine manufacturing, wind promises to become a major power source globally in the first few decades of the new millennium.(Source: www.indiawindpower.com)

Indian Wind Power Industry

The Government of India ("GoI") in its mission “Power for all by 2012”, estimated that Indian installed generation capacity should be 2,40,000 MW by the end of its Eleventh Five Year Plan in 2012 compared to 1,16,652 MW as of March 31,2005. This is in addition of demand for power which is growing @ 6.5% per annum both for quantity and quality of power.

The GOI adopts a system of successive Five-Year Plans that set out targets for economic development in various sectors, including the power sector. Each successive Five-Year Plan has increased power generation capacity by adding targets. The Nineth Plan targeted a capacity addition of 40,245 MW. Ministry of Power ("MoP") estimates indicates that only around 19,251 MW or 47.8% of the planned capacity was added during the Nineth Plan. The Tenth plan (FY 2002 — 2007) has targeted a capacity addition of 41,110 MW through Thermal, Hydro and Nuclear power plants. This includes 14,557 MW that has been planned in the first three years of the Tenth Five-Year Plan against which the actual installations have been 9,692 MW at the end of the third year.

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With increasing urbanization, industrial growth and per capita consumption, the gap between the actual demand and supply is likely to increase. Some latent demand for electricity may also surface in the event of wider distribution and increased reliability in power supply. In this scenario, the GoI expects that alternative sources of energy, such as wind and biomass, are likely to play an increasingly significant role in bridging the demand supply gap.(www.powermin.nic.in) Estimated Wind power potential in India: The wind power potential on macro level based data collected from 10 states considering only 1% of land availability is around 45,195 MW. (Source: MNES, New Delhi, India)

Gross Potential MW 1 Andhra Pradesh 8,275 2 Karnataka 6,620 3 Tamil Nadu 3,050 4 Kerala 875 Total for Southern India 18,820 1 Gujarat 9,675 2 Maharashtra 3,650 3 Rajasthan 5,400 Total for Western States of India 18,725 1 Orissa 1,700 2 West Bengal 450 Total For Eastern States of India 2,150 1 Madhya Pradesh 5,500 Total for Central States of India 5,500 Total For India 45,195

Key factors driving the rapid development of wind energy The key factors driving the growth of renewable energy and wind energy in particular are: • recognition of the desire to address the human-induced climate change through a

reduction of greenhouse gas emissions • Competitive energy sources facing input price • desire by many countries to diversify the sources of their energy supply • need to reduce the dependence on and depletion, of non-renewable resources • vast improvement in wind power economics Security of energy supply is becoming an increasingly important issue for many countries, particularly with the level and volatility of fossil fuel prices having increased considerably over the past three years. With expectations that the long term global demand for energy will outstrip supply, countries which rely significantly on imported sources of energy, view the contribution of wind energy, generated on home ground to be of a national strategic importance. Wind energy is recognized as a cost competitive and large-scale renewable energy source in many countries. In response, many countries have introduced legislated programmes to encourage and promote renewable energy. Technological improvements and economies of scale resulting from a growth in the volumes of wind turbines being produced has reduced the cost of producing one kilowatt hour of electricity from wind by 80% over the last 25 years. Cost reductions are expected to continue at a rate of 3%

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to 5% per annum on average, which is likely to make wind energy increasingly cost competitive when compared with electricity sourced from conventional fuels. Concerns about the environment and the threat of global warming continue to play an increasingly important role in global politics. Many countries around the world have to various extents, committed to the promotion of renewable energy, in many cases, via legislated incentive schemes. These incentives typically include granting special privileges to provide wind farms with priority access into the electricity grid or some form of economic benefit such as premium tariff for purchase of such energy. Indian Wind Energy Demand The Government of India identified the importance and potential of wind power generation as early as 1983, when it commenced a national wind power program to tap the then estimated potential of 45,000 MW. The Government of India’s market-oriented approach subsequently led to the commercial development of wind power technology in India. The broad based national program concentrates on wind resource assessment activities, research and development support, implementation of demonstration projects to create awareness, establishment of new sites, involvement of utilities and industry, growth of infrastructure capability and capacity for manufacture, installation, operation and maintenance of WTGs and policy support. India has made steady progress in the development of wind power since the inception of the national wind power program and in 2004 it was the fourth largest country in the world with annual installations of 4,201.72 MW, which exceeded the forecast of 500 MW. It has been estimated that the cumulative installed MW capacity for wind power in India will grow from 3,000 MW in 2004 to 8,300 MW in 2009, representing a CAGR of 22.6%. The annual installed capacity is expected to grow from 2,983 MW in 2004 to 6,000 MW in 2008. Wind Potential and State Government Approval Wind power installations world-wide have crossed 44.7 GW, producing over 28 TWH of energy annually. The World Energy Council has estimated that, by 2010 A.D., the world wind power capacity can increase to 70 GW under the current policy scenario, and even 100 GW under a ecologically driven scenario

Sr. No. State

Gross Potential (MW) (a)

Technical Potential (MW) (b)

Installed Capacity (MW) (c)

1. Andhra Pradesh 8,275 1,920 120.60 2. Gujarat 9,675 1,780 253.53 3. Karnataka 6,620 1,180 410.75 4. Kerala 875 605 2.00 5. Madhya Pradesh 5,500 845 28.85 6. Maharashtra 3,650 3,040 456.15 7. Orissa 1,700 780 2 8. Rajasthan 5,400 780 284.76 9. Tamilnadu 3,050 1,880 2,040.34 10. West Bengal 450 450 1.1 11. Other States - - 1.6 TOTAL 45,195 13,390 3,602

(Source : www.indianwindpower.com)

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Ministry for Non-Conventional Energy Sources The Ministry for Non-Conventional Energy Sources (“MNES”) was conceived in 1992 as a result of the Government of India’s recognition of the potential of wind energy and other forms of renewables for the purposes of national development. The MNES has recently revised its estimate for gross wind power potential in India from 20,000 MW to 45,000 MW (assuming that 1% of land available for wind power generation in potential areas is utilized). The MNES estimates the technical potential at approximately 13,000 MW (assuming 20% grid penetration), which is expected to increase with the augmentation of grid capacity. The MNES continues to encourage State Governments to implement national policy guidelines set for wind power projects. The MNES has been working closely with the various State Governments, as a result of which States with wind power potential have introduced policies pertaining to the purchase of power, wheeling and banking in order to provide a framework for investment in wind power. For example, the Maharashtra Energy Regulatory Commission intends to make 750 MW of new wind power available for sale to utilities by March 2007 and has imposed a Rs. 0.04 per unit green power cess on commercial and industrial users in order to promote non conventional renewable energy projects. Recent National regulatory and legislative initiatives in India further support the expansion and development of the wind energy industry: The new Electricity Act 2003, for example, dictates that all State-level Energy Regulatory Commissions must ensure that electricity distributors procure a specified minimum percentage of power generation from renewable energy sources. As a result of the Government of India’s strong emphasis on the development of the wind energy sector, the MNES projects that 10% of India’s 22,40,000 MW installed capacity requirement by 2012 will derive from renewable sources and that 50% of this capacity will come from wind power. Future Renewal energy is expected to create maximum impact in the production of electricity. Projections indicate that by the end of the first decade of the new century, it would be cost effective to generate and supply renewable electricity, aggregating to several thousand megawatts, as it's effeciencies and costs are decreasing, while the costs of conventional electricity are increasing. Besides grid supply augmentation, renewable electric technologies offer possibilities of distributed generation at or near points of use, which can reduce peaking loads and save on costly upgradation and maintenance of transmission and distribution networks growing demand. No other renewable energy based electricity producing technology has attained the same level of maturity as wind power. There are no major technical barriers to large scale penetration of wind power. As per projections made by Ministry of Non-Conventional Energy Sources, 10% of the 2,40,000MW (i.e 24,000MW) installed capacity requirement by the year 2012 A.D. will come from renewables. It is envisaged that 50% of this capacity or 12,000MW may come from wind power. India has now gained sufficient technical and operational experience, and is now on the threshold of "taking off" in wind power. It offers a viable option in the energy supply mix, particularly in the context of the present constraints on conventional sources. It also offers an attractive investment option to the private sector, in the context of the recently announced policies and drive towards private sector generation.( Source:www.indianwindpower.com)

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� Real Estate

Indian real estate market is roaring due to the rapidly growing economy, soaring stock market, influx of foreign investment and the growing middle class. While information technology (IT) and Business Process Outsourcing (BPO) companies continue to drive current real estate growth, and resurgence of manufacturing, organized retail and distribution warehousing will be the additional drivers in coming years.

Driven by positive growth in the economy, real estate in India is booming. The year 2006 started on a promising note when the Government of India opened the construction and development sector in February 2006, and allowed 100 per cent foreign direct investment (FDI) under the 'automatic route' in order to spur investment in the vital infrastructure sector.

The relaxation of the FDI ceiling saw big names like Dubai-based Emmar Properties -- the largest listed real estate developer in the world -- joining hands with the Delhi-based MGF Developments to announce India's largest FDI in the realty sector amounting to over US$ 500 million in projects having capital outlay of US$ 4 billion.

The development of real estate in India focuses on two primary areas: retail and residential.

• The global real-estate consulting group Knight Frank has ranked India 5th in the list of 30 emerging retail markets and predicted an impressive 20 per cent growth rate for the organised retail segment by 2010.

• The organised segment is expected to grow from a mere 2 per cent to 20 per cent by the end of the decade, it said.

The boom is also attracting interest from foreign players. (SOURCE: www.ibef.org/industry/realestate.aspx)

Due to the faster growth in the economy and urge for quality has lead many Property developers in India to move to smaller towns and cities. Cities like Ahmedabad, Mysore and Nagpur etc are gaining popularity over metro cities due to increasing labour, real estate cost and attrition rates.

� MINING INDUSTRY

Minerals constitute the back-bone of economic growth of any nation and India has been eminently endowed with this gift of nature. There are many evidence that exploitation of minerals like coal, iron-ore, copper, lead-zinc has been going on in the country from time immemorial. However, the first recorded history of mining in India dates back to 1774 when an English Company was granted permission by the East India Company for mining coal in Raniganj. Mining activities in the country however remained primitive in nature and modest in scale uptill the beginning of the current century. Thereafter, with progressive industrialization the demand for and hence the production of various minerals gradually went up. After India became independent, the growth of mining under the impact of successive Five Year Plans has been very fast. There are ambitious plans in coal, metalliferous and oil sectors to increase production of minerals during the 8th Five Year Plan and thereafter.(Source: www.dgms.net)

India is endowed with significant mineral resources. India produces 89 minerals out of which 4 are fuel minerals, 11 metallic, 52 non-metallic and 22 minor minerals. The total value of mineral production was Rs. 56,80,700 lacs in 2000-2001, of which the value of minerals other than petroleum and natural gas was Rs. 30,67,510 lacs. The

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metallic production is accounted for by iron-ore, copper-ore, chromite and/or zinc concentrates, gold, manganese ore, bauxite, lead concentrates. Amongst the non-metallic minerals, more than 90 percent of the aggregate value is shared by limestone, magnesite, dolomite, barytes, kaolin, gypsum, apatite & phosphorite, steatite and fluorite. (Source:www.mines.nic.in)

India is the world’s largest producer of mica blocks and mica splittings. With the recent spurt in world demand for chromite, India has stepped up its production to reach the third rank among the chromite producers of the world.

Besides, India ranks 3rd in production of coal & lignite and barytes, 4th in iron ore, 6th in bauxite and manganese ore, 10 in aluminium and 11th in crude steel in the World.

(Figure in million tones)

Life Indices: Some Important non-fuel Minerals

S.No. Mineral/Ore/Metal Recoverable reserves estimated as on 1.4.2000 ( Based on exploration/prospecting)

Life Index (years)

1 2 3

1 Bauxite 2462* 211

2 Copper metal (tonnes) 52,97,000 80

3 Lead metal (tonnes)) 23,81,000 45

4 Zinc metal (tonnes) 97,07,000 45

5 Gold metal (tonnex) 68* Not Estimated

6 Iron ore 13460* 131

7 Chromite Ore 97 46

8 Magnesite 245* 542

9 Manganese Ore 167* 47

10 Limestone 75,679* 254

11 Phosphorite (Rock Phosphate) 142 79

12 Sillimanite 516* Very large

II Garnet 52* 90

16 Kyanite ( tonnes) 2817000* 265

17 Dolomite 4387* 438

18 Diamond ( Thousand carats) 982* 19

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* Recoverable reserves estimated as on 1.4.1995. Estimates as on 1.4.2000 under preparation. (Source:www.mines.nic.in)

Growth of the Industry

The post- Independence era witnessed a massive expansion of exploration activities through various five-year plans which included the augmentation of mineral inventory as well as addition of a number of mineral reserves to the existing ones. This took the country into the realm of plenty in respect of some minerals which were earlier regarded as scarce.

The search for minerals did not remain only on the land mass alone but extended to off-shore areas and deep seas. Large reserves of oil were discovered in the off-shore areas and their exploitation opened up new and exciting vistas in the oil sector thereby conserving huge foreign exchange reserves. In the Indian Ocean, India has explored successfully the presence of poly metallic nodules lying on the ocean floor at a depth exceeding 3000 metres which bear metals such as copper, cobalt, nickel, manganese, etc.

Keeping with the spirit of Industrial Policy for higher targets of mineral production, the expansion and augmentation of mineral based industry in the country was quite obvious. Therefore, ambitious programmes were launched to increase the production of minerals to meet the ever growing demand of the core industries like steel, non-ferrous metals, fertilisers, etc. keeping in view also the higher exports for much needed foreign exchange. Many public sector organisations were set up to take up exploration and exploitation of minerals and the state assumed direct responsibility for developing mines of important minerals and establishing mineral based industries. Thus there were increases not only of minerals but also in the metal production as well as cement, chemicals, fertilizers and several other mineral based products.

The table below indicates the trend in growth of production of some important minerals in our country.

Production in Million Tonnes

Year Coal Copper Ore Lead & Zinc Ore

Iron Ore Limestone Bauxite

1951 34.98 0.37 0.01 3.71 2.96 0.06

1961 55.71 0.42 0.15 12.26 15.73 0.48

1971 75.64 0.68 0.30 32.97 25.26 1.45

1981 127.32 2.01 0.96 42.78 32.56 1.75

1991 237.76 5.05 1.82 60.03 75.02 3.86

1993 260.60 5.15 2.10 63.26 87.72 4.81

1994 267.52 4.78 1.90 64.91 86.77 4.70

1995 284.59 4.77 2.10 73.00 93.64 5.09

1996 304.10 4.75 2.06 71.59 120.87 5.35

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Production in Million Tonnes

Year Coal Copper Ore Lead & Zinc Ore

Iron Ore Limestone Bauxite

1997 316.68 4.26 2.01 78.36 123.56 5.17

1998 319.90 4.38 2.23 77.34 116.61 5.91

1999* 313.55 3.28 3.08 73.05 108.29 5.24

*Provisional

In the last two decades, coal mining has witnessed a phenomenal growth in production from 70 million tonnes in 1971-72 to 246 million tonnes in 1993-94 and is projected to touch about 400 million tonnes by the turn of the century.

The strategies adopted for rapid expansion of mining activities include increased mechanisation, adoption of new technologies & their adaptation under Indian geo-mining conditions and assimilation of latest scientific innovations in the concerned areas. However, it has also brought in its wake increased hazard potential posing new problems of safety management.

The National Mineral Policy, 1993 has the following objectives, which gives boost to the Mining Industry.

(a) to explore for identification of mineral wealth in the land and in off-shore areas;

(b) to develop mineral resources taking into account the national and strategic considerations and to ensure their adequate supply and best use keeping in view the present needs and future requirements;

(c) to promote necessary linkages for smooth and uninterrupted development of the mineral industry to meet the needs of the country;

(d) to promote research and development in minerals;

(e) to ensure establishment of appropriate educational and training facilities for human resources development to meet the manpower requirements of the mineral industry;

(f) to minimise adverse effects of mineral development on the forest, environment and ecology through appropriate protective measures; and

(g) to ensure conduct of mining operations with due regard to safety and health of all concerned

The new liberalised industrial policy may lead to high and accelerated growth in mineral industry to complement and supplement the revival and rapid growth of national economy. The present day environment demands of us to have a fresh look at safety management as a structured process composed of well defined systems that emphasises continuous improvement in work quality, health, welfare and productivity of workforce engaged in mineral industry through setting up of improved safety standards and their effective implementation and administration.

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OUR BUSINESS

OVERVIEW

Our Company is a business conglomarate engaged into the diversified line of business. Currently our operations comprises of Production of Steel products including billets, sponge iron, real estate, Soya Oil Extraction and De Oiled Cakes, Power from Waste Gases and Wind mills, Wheat Products and Mining.

Our Company was incorporated as a private limited company on 28-03-1985 as Goel Agro Forestry & Finance Private Limited with the primary objective of undertaking social forestry. We planted Eucalyptus plants with the financial assistance of Bank of India, Raipur Branch on about 200 acres of land in Simga Tehsil of Raipur District. Our Company with an intention to diversify into Solvent Extraction changed the name to Goel Agro Industries Private Limited in 1993. Further, Our Company was converted into a Public Limited company and the name was changed to Goel Agro Industries Limited on 04-11-1993. In the year 1994 Our Company set up a Solvent Extraction Plant for manufacture of crude oil from Soya. The name of Our Company was again changed to Ind Agro Synergy Limited on 01-09-1994. During the period from 2000-05 Our Company diversified its activities by setting up various divisions namely wheat, Power, Steel, Real Estate & Mining. Pursuant to this diversification from Agro Based Products to other sectors the name of Our Company changed to Ind Synergy Limited in 2005.

Our current manufacturing facilities are located at the following places: Division Location Activity Steel & Power Division

Village Kotmar, Mohapalli, Saraipalli of Raigarh, Chhattisgarh

Production of Sponge Iron with the installed capacity of 3,00,000 MTPA. Steel Melting Shop Unit (SMS) for the production of Steel Billets at the capacity of 1,30,000 MTPA. Captive Power Plant of 24MW capacity for the generation of power out of which 8 MW of Captive Power Plant is under installation

Real Estate Division

201, Shri Krishnam Apartment, 10, Daga Layout, North Ambazari Road, Nagpur-440 033(M.S.)

Development of Housing Complex namely “Lotus Court” at Nagpur for a total FSI of 1.30 Lacs sq. ft. The project location is: Near VCA Stadium, Civil Lines, Nagpur

Soya Division Village Malegaon of Saoner Tehsil of Nagpur, Maharashtra

Soya Crushing with the capacity of 1,000 TPD and Edible Oil Refinery of 100 TPD

Wheat Division Plot No. 624 Urla Industrial Area, Raipur, Chhattisgarh

Engaged in the business of Procuring Wheat, supplying it for processing on job work basis and obtain the finished goods for eventual selling

Wind Mill Division

Village Venkuswade, Satara Distt., Maharashtra

Generation of Electricity through 5 wind mills with installed capacity of 230 KVA each

Mining Division Madhya Pradesh and Chhattisgarh

Iron Ore, Manganese Ore, Coal, Zinc and Associated Minerals.

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STEEL & POWER DIVISION (Present Capacity To Manufacture 3,00,000 MTPA Of Sponge Iron And 1,30,000 MTPA Of Steel Billets) Our Company has set up an Integrated Steel Plant near Raigarh in Chhattishgarh which consist of Phasewise production. Phase I consisting 1,00,000 metric ton per annum (MTPA) sponge iron was commenced on 28.03.2004 and 40,000 MTPA steel billets with a captive power plant of 8 MW capacity commenced on 24.09.2004. In Phase II, Our Company created additional facility of 2,00,000 MTPA of Sponge Iron, 16 MW of Captive Power Plant and 90,000 MTA of Steel Billets. In FY 2005 – 06 Commercial Production for 1,00,000 MTPA of Sponge iron was started, whereas commercial production for the remaining 1,00,000 MTPA of sponge iron was started in the FY 2006 – 07. Similarly commercial production for 90,000 MTPA of Steel Billets and 8 MW of captive power plant also started in the FY 2006 – 07. Further, Cost saving measures like Railway Siding, Coal Washery and Crusher Units has been set-up & are fully operational. Remaining part of Phase-II consisting 8 MW Captive Power Plant is under installation and will be completed soon. For our existing manufacturing facilities we have received ISO 9001:2000 Certificate for its Quality Management. The products from our steel & power division are sold under the brand name “Paramount steel”. Further, Our Company proposes to set up the Phase III of steel project adjacent to the existing Phase I and Phase II. The characteristic feature of the proposed project is the emphasis on production of high quality stainless and alloy steels and not on tonnage. Our Company would be manufacturing the specialized alloy and stainless steel product, which would cater to the niche market. Our Company believes that there are very few manufacturers of such sophisticated products in the country. Our Company has entered into an agreement with CMGC to manufacture 4,00,000 MTPA of Special and alloy steel (steel billets), which will enhance the total capacity of Our Company to 5,30,000 MTPA. For further details of the agreement please refer Section titled “Other Agreements” on page [•]

REAL ESTATE DIVISION With the boom in the Indian economy, the real estate sector is on the upswing. To cash in on this opportunity Our Company made a plunge into real estate development in the year 2003-04. To begin with we sold a piece of land admeasuring 44,884 sq. ft. In the year 2004 – 05 we undertook a road way project wherein we received a sub contract to construct a highway. Currently we are developing one Housing Complex on land in prime area of Nagpur and the Construction activity is in progress. FSI available to develop complex on this plot of land is 1.30 Lacs sq. ft. For this project Our Company has entered into an Agreement for Construction dated 23rd March 2006 with Pragmatic Builders Private Limited (“PBPL”). For further details of the agreement please refer Section titled “Other Agreements” on page [•]. The housing complex which is under construction is named “Lotus Court” and is located at Civil Lines, Near VCA Stadium, Nagpur. Our Company is also positive on its forthcoming prospective projects in and around Central India. Our Company has taken initiatives to showcase itself as a prominent real estate developer.

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SOLVENT EXTRACTION DIVISION (Soya Division With A Crushing Capacity Of 1,000 TPD And 100 TPD Of Edible Oil Refinery) Our Company started its Soya Oil Extraction Business during the year 1994. We installed a Solvent Extraction plant at Village Malegaon of Saoner Tahsil of Nagpur District with crushing capacity of 500 TPD which we believe was among the largest Solvent Extraction Plant in entire Maharashtra. Though the plant is capable of crushing Soya seed, sunflower and Mango kernel, we mainly crush Soya seed as our plant is in the close vicinity of Soya seed growing region. During the year 1996-97 the capacity of soya crushing was enhanced to 700 TPD. During this year Our Company also installed edible oil refinery of 50 TPD. The Refined oil mainly caters to the local market while the refinery by-product is used in the soap industry. Our Company produces Soya crude oil which is either refined in our refinery or sold to other refineries and the Soya De Oiled cake is mainly exported to Far East Asian countries as animal feed, cattle feed besides catering to the domestic market of poultries. The refined oil manufactured by Our Company is sold under the brand name “Aditya”. During the year 2004-2005 the capacity of Soya crushing was further enhanced to 1,000 TPD & that of edible oil refinery to 100 TPD edible oil refining. The process method was also improved from batch process to continuous process to reduce process loss & better quality. We are a Government of India recognized One Star Export House.

WHEAT DIVISION Our Company procures wheat from Food Corporation of India & other traders and supplies it to the mill for processing. The finished goods obtained from the mill is sold in the market. We have entered into an agreement with Jagdamba Roller Flour Mills Pvt. Ltd., Raipur for job work of wheat flour manufacturing. The range of our wheat products includes Wheat Flour, White Flour, Semolina, Wheat Bran and Wheat Refraction. For further details of the agreement refer Section titled “Other Agreements” on page [•].

WINDMILL DIVISION Our Company has installed 5 windmills with an aggregate capacity to generate 1,150 KVA at Village Venkuswade, Satara Distt., Maharashtra for captive consumption at our Solvent Extraction Plant. Our windmills commenced operations in December 2001. Our Company has entered into Operation and Maintenance contract with Enercon India Limited for a period of six years starting from 01.01.2002. For further details of the agreement refer Section titled “Other Agreements” on page [•].

MINING DIVISION As a part of our backward integration plans Our Company has set-up its Mining Division to get the raw materials such as Iron Ore and Coal. We have got various Prospective Licences, Mining Licences and Recommendations, the status of which are as follows:

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Sr. No. State Village Area

Lease Granted in favour of

Mineral Status

1 Madhya Pradesh

Dehri, Betul

District

3.831 Hect.

Ind Agro Synergy Ltd.

Zinc & Associated Minerals

Mining Lease has been sanctioned for 20 years.

2 Madhya Pradesh

Dehri, Betul

District

8.936 Hect.

Ind Agro Synergy Ltd.

Zinc & Associated Minerals

Mining Lease has been recommended by Madhya Pradesh Government to Government of India vide their letter No: 3-39/2005/x11/2 Dt.12.04.2006

3 Madhya Pradesh

Mohan Piparia,

Chhindwara District

36.054 Hect. & 4.908 Hect.

Ind Agro Synergy Ltd.

Zinc & Associated Minerals

Prospecting license would be converted into a mining lease

4 Chhattisgarh

Hahaladdi Forest Area (C.No. 364,

365)

800 hect. Ind Agro

Synergy Ltd. Iron Ore

Prospecting License would be converted into a mining lease for 30 years after a period of two years from the issue of the Prospecting License.

Prospecting License sanctioned on 08.11.2004 for a period of 2 years.

5 Chhattisgarh

Metabodeli Forest Area (Khothodi

P.F.)

2.87 Sq. Km.

Ind Agro Synergy Ltd.

Iron Ore

Prospecting License would be converted into a mining lease for 30 years after a period of two years from the issue of the Prospecting License.

Prospecting License sanctioned on 31.08.2004

6 Chhattisgarh Nakia Block

270 Lacs tones of coal. Part I & Part II

Ind Agro Synergy Ltd.

Coal

**Allocated Coal Block at Nakia in consortium with other four companies. Coal Block allotted to Our Company vide Order No:13016/34/2005-CA-I dt.13.01.2006, by Ministry of Coal, Govt. of India.

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Sr. No. State Village Area

Lease Granted in favour of

Mineral Status

7 Madhya Pradesh

Rawanwara North

11.9 Sq. Km.

Ind Synergy Ltd.

Coal

Coal Block recommended by State Govt. for allocation vide their letter No: F-19-36/2005/12/2(Part-I) Dt.23.01.2006 to Govt. of India. Prospecting license is yet to be obtained

** We have formed a Consortium for Captive Coal Mining through a joint venture company namely Chhattisgarh Captive Coal Mining Limited. Ministry of Coal, Government of India, vide its letter dated 13th January 2006 allocated the Coal Block Nakia- I and Nakia –II with coal reserve of 2,430 Lacs tonnes to the Consortium of which we were allotted 270 Lacs tonnes. BRIEF DETAILS ABOUT THE PROJECT LOCATION Our proposed project (Phase III) is located at Village Kotmar, Mohapalli, Saraipalli of Raigarh, and Chhattisgarh adjacent to our existing Steel & Power Division. Our Company is in process of acquiring additional 285 acres of land for Phase III. The existing premises have an area of 238 acres in villages Kotmar, Mahuapalli and Saraipalli and with the additional 285 acres the total area available with Our Company would be 523 acres.

PLANT & MACHINERY For details about the Plant & machinery, Please refer section titled “Plant & Machinery” on page no [•]. TECHNOLOGY Technology for Existing Units: Steel & Power Division: Our Company is using proven technology for manufacturing of Sponge Iron, Steel Billets and power. The details of the technology used or proposed to be used are as given below:

• Sponge Iron There are two methods for the manufacture of Direct Reduced Iron (DRI) i.e. sponge iron. First is Gas Based Rotary Kilns and second is Coal Based Rotary Kilns. In India there are few gas based sponge iron manufacturing units, mainly on account of scarcity of natural gas. Majority of the plants in India are Coal Based Rotary Kilns manufacturing sponge iron. We are also using Coal Based Rotary Kilns. The technology adopted is sophisticated and adopted by majority of sponge iron manufacturing plants in India.

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• Steel Billets Our Company manufactures steel billets through the induction furnace and continuous casting machine, which is proven technology.

• Captive Power Plant In contrast to majority of other industries, which are only consumers of energy, the Steel Industry by its inherent nature can generate surplus energy from its by-products and process, which can be used as fuels. The utilization of these sources of energy favours in-house power generation and help in energy conservation.

During the process of reduction of iron ore in the sponge iron kiln, substantial quantities of hot gases are generated. This hot and dust laden exhaust gas from the kilns has to be cooled and then cleaned before discharging into the atmosphere through a stack, to comply with the stipulations of Pollution Control Board. The temperature of the kiln exhaust gas at the exit of the After Burning Chamber will be around 9500 C. Recovering substantial heat contained in the waste gas by generation of steam at an optimum pressure and temperature and then utilizing the steam for electric power generation is a desirable economic proposition.

Real Estate Division:

In our Real Estate Division we are using time tested technical know how to execute the projects within prescribed parameters. Our Company employs modern construction technology with modification suitable to Indian conditions. Further, we have also employed engineers who have rich experience in the line of construction and engineering activities. Our Company has entered into an Agreement for Construction dated 23rd March 2006 with Pragmatic Builders Private Limited (“PBPL”). The housing complex which is under construction is named “Lotus Court” and is located at Civil Lines, Near VCA Stadium, Nagpur. Soya Division (Solvent Extraction Plant): The Crude oil is extracted through Solvent Technology. It is totally indigenous technology using Indian machineries. Our plant is designed for handling Rapeseed, Mango seed and Soya Seed but mainly soya seed is crushed. For refining also we are using the proven technology.

Wheat Division: Our entire production of Wheat Division is through job work only. Manufacturing is done by Jagdamba Roller Flour Mills Pvt. Ltd., Raipur.

Wind Mill Division: The technology used is low speed synchronous generator, since in Maharashtra 30% of time during a year the wind condition has low wind regime ranging between 2 to 4 meter per second (mps). The synchronous generator with low cut in wind speed of 2.5 mps is capable of generating around 20% more energy than conventional induction generator.

Enercon India Ltd., who are subsidiary of Enercon GmbH Germany are the supplier of equipments, technical consultant. They are maintaining the plant which is fully computerized without any operator.

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Mining Division:

For our mining division we have been sanctioned certain Mining Licenses and certain Prospecting Licenses. We will be using time tested technical know how along with required Technical Experts in the Geology and Mining Field.

Technology for our Proposed Project:

The technological process route selected by Our Company is sinter plant- blast furnace-electric arc furnace- AOD/VOD ladle furnace – combi caster – rolling mills for production of stainless and alloy long products and alloy seamless tubes. The characteristic feature of the proposed project is the emphasis on production of high quality stainless and alloy steels and not on tonnage. Our Company would be manufacturing the specialized alloy and stainless steel product, which would cater to the niche market. Our Company believes that there are very few manufacturers of such sophisticated products in the country.

Our Company has entered into an agreement with China Metallurgical Group Corporation, China (CMGC), dated 24th July 2006 wherein CMGC will provide the design, main equipment supply and technical services including detail of engineering plant, utilities and other auxiliaries for installing Sinter Plant and Blast Furnace.

MANUFACTURING PROCESS

The general process flowcharts for different segments of Our Company are as follows:

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1. Steel & Power Division: Sponge Iron

Coal Raw Material Handling Yard: Coal received from Coal mines/Port is stored in a Coal Shed. From the Coal shed the coal is fed into the day bins for feeding to the crushing & screening Plant.

Coal Raw Material Handling Yard

Iron Ore Yard

Iron Ore Crushing and Screening Plant

Coal Crushing & Screening Plant

Stock House

Dolomite

KILN ABC GCT ESP

Cooler

Intermediate Bin

Product Separation

House

Sponge Iron Lumps & Fines

Storage Bin

Char Storage Bin

Injection

Sponge Iron & Charcoal

Iron Ore Feed Coal & Lime Stone

Boiler &

Turbine

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Iron Ore Yard: Iron Ore received from the mines is stored in the yard. From the storage yard material is fed into the day bins for feeding the crushing & screening plant. Coal Crushing & Screening plant: Coal is crushed & Screened to require fractions and conveyed to the stock house bins. The over size is recycled back and crushed to the required size. Iron Ore Crushing & Screening Plant: Iron Ore is crushed & Screened to required fractions of 5 MM to 18 MM. The required sizes are fed into the stock house bins. The rejected size is conveyed to the reject bin from where it is disposed off. The oversize is recycled back and crushed to the required size. Dolomite: Dolomite of required size are conveyed from the storage yard to the stock house bins. Stock House: Stock House consists of bins of Injection Coal, Feed Coal, Iron Ore and Dolomite bin. From the Stock House Conveyors are installed for conveying Injection Coal and other conveyor conveys Iron Ore, Feed Coal and Dolomite. Below the stock house weigh feeders are installed from which the raw materials are fed into the kiln in required quantities. Kiln: From the Stock House from one end of the Kiln Injection Coal is fed into the Kiln and from the other end Iron Ore, Feed Coal and Dolomite is fed. The Kiln is fired with the injection coal from the discharge end and an appropriate temperature profile is maintained inside the kiln. The Kiln is continuously rotated to facilitate movement of charge at the required speed. The Iron Ore in the Kiln is reduced to Sponge Iron. The Sponge Iron comes out through discharge end through a discharge chute and enters the cooler. After Burning Chamber: The combustibles in the waste gases generated from the Sponge Iron Process are subjected to total combustion in the After Burning Chamber. From the ABC the gases are sent to the Gas Conditioning Tower (GCT) where it goes to the boiler panels and form steam. These steam at high pressure is thrown into the turbine and by the movement of turbine shaft power is generated. Electro Static Precipitator (ESP): The gases sent to the ESP contain dust particles and gases. In the ESP the gases are made free of dust particles and sent to a chimney for letting it into the open air. The dust particles in the gases are collected in the ESP and this fly ash is collected by a chain conveyor below the ESP which is inturn transmits it in to a Surge Bin. Cooler: The Sponge Iron received from the Kiln is cooled in the cooler. Water is sprayed on the cooler for cooling the sponge iron. The Sponge Iron is then conveyed to an Intermediate Bin or Product Separation System. Intermediate Bin: The Sponge Iron discharged from the cooler can be either stored in the Intermediate Bin or directly conveyed to Product Separation Bin. During any shutdown in the Product

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Separation House the material is stored in the Intermediate Bin for reconveying the same to Product Separation System when it is ready. Product Separation Bin: The Product separation Bin contains a Vibrating Screen and two Magnetic Separator. The Sponge Iron is screened to size fractions of +4mm to – 25 mm (Sponge Iron Lumps) and -4mm (Sponge Iron Fines) and is sent to the Magnetic Separators. In the Magnetic Separators the Sponge iron lumps & Fines is separated from the Non Magnetic material i.e. Char. The Sponge Iron Lumps and fines are then stored in the Product Storage Bin and the non magnetic material, char, is collected in char storage bin. Product Storage Bins: The product i.e. Sponge Iron Lumps and fines are stored in these bins from where they are dispatched to the customers. Char Storage Bin: The non-magnetic material, char, is collected in the char bin and then loaded in to the dispatch trucks.

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Process Flowchart for Steel Billets

Raw Material Yard Sponge Iron + Scrap + Pig

Iron + Other Alloys

Testing of Raw Material

Platform for Charge Mix ofRaw Material

Raw Material Weighment

Induction Furnace

Continuous Casting Machine

Billets Storage Yard

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The production process for the Steel Billets is as given below: Raw Material Yard: The raw material used in Steel making process are Sponge Iron, Scrap, Pig Iron & other alloys depending upon the steel to be produced. All the above raw materials are stored in the storage yard. Raw Material Testing: Before the material is taken for production the material is tested for its quality and grade. If the material is as per the specified norms it is taken for production or the materials are rejected. Platform for Charge Mix of Raw Materials: On this platform the raw materials are mixed in required proportion and then fed into the Induction furnace to get the required grade of Steel. Raw Material Weighment: The raw material is weighed and then fed into the Induction Furnace so that we can have the input data to be able to compute the consumption pattern of raw materials and the production economics. Induction Furnace: The Induction Furnace facilitates electrical heating by creating eddy currents in the metallic charge which offers resistance to the current and which in turn increases the temperature of the charge. The temperature, hence, can be maintained precisely at the required level so that the solid charge is liquefied. The Hot metal thus formed is tapped through a opening called tap hole and is fed to a Continuous Casting Machine. Continuous Casting Machine: The Continuous Casting Machine consists of high heat conducting Moulds through which the hot metal is passed. The moulds could be of different cross-sections, as per which, Billet/Blooms are casted and cut to required length. The product is then stored in finished goods Storage Yard from where it can be dispatched.

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Process Flowchart for Captive Power Plant

Process for production of Captive Power Plant ABC of Sponge Iron Kiln: The Waste Gases generated from the Sponge Iron process will be at a temperature of about 900 Deg C and they contain combustible dust and also gases in them. These combustibles are fully burnt in the After Burning Chamber (ABC) and then utilized for generating steam in the Waste Heat Recovery Boilers. Waste Heat Recovery Boilers: The Waste Heat Recovery Boiler utilizes the heat content of the waste gases from the Sponge Iron process for generating steam. Treated water is fed into the Boiler where the water is converted to steam. The high pressure steam generated from the Boilers is fed into the turbine.

De-Mineralisation Plant

ABC of Sponge Iron Kiln

Cooling Tower Waste Heat Recovery Boiler

ESP

Dump Condensor for Condensing Steam to Water

Turbine Generator

Fly Ash Collected in

Chain Conveyor

Fly Ash Bricks

making Plant/Ash Pond

Boiler Feed Water Waste Gases

Steam

Power Line or

Substation

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Electro Static Precipitator: The waste gases after firing the boiler is sent to the ESP where the dust particles are settled in to the hoppers placed below the ESP. The fly ash thus generated is collected by a chain conveyor and then conveyed to a Fly Ash brick making plant or to Fly ash pond. Turbine: The high-pressure steam generated in the boiler is sent in to the turbine which causes rotation of the turbine rotor. Output shaft of the turbine is coupled to a generator. Generator: The generator, which is coupled with the turbine, on rotation of its rotor converts this mechanical energy into electrical energy. The power thus generated is utilised as required through a Substation. Power Supply Line / Substation: The electrical energy generated from the generator is supplied to power line which is connected to the substation from where the power is distributed. Demineralization Plant: The raw water sourced from the River/any other source is treated in demineralization plant and by removing the dissolved solids, salty contents and all the biological matter, the water is softened. Cooling Tower: The water used for cooling the condensate formed after the steam gets cooled in the turbine is sent to a cooling tower where the hot water is cooled and then it is recycled into the condenser. 2. Real Estate Division: The process in construction starts from the stage of tendering and ends at the completion of project. Once Our Company receives the tender from the prospective client, a survey is conducted at the proposed site by a team of engineers, as regards to availability of basic amenities near the site, availability of labour, distance from the sources of material and other related factors. On the basis of the survey and keeping in view factors such as site conditions, time schedule and other terms and conditions of the contract, the value of the contract is estimated and tendering is done. Once the contract is awarded to Our Company, a project team is constituted to execute the work as per the conditions of the contract. The team head procures the relevant drawings and other details of the project from the consultant and based on that the team selects the labour agencies, employs direct labour, plans purchasing of material, arranges for deployment of labour, arrangements for labour hutments and staff quarters etc. and makes necessary arrangement for machines, power and water. The actual construction process begins with soil testing and includes land development, road, development, masonry, concrete reinforcing, mixer operations, plumbing, plaster work, finishing etc. Each stage of construction activity is closely monitored for quality and timely execution of work. 3. Soya Division: Our Company is engaged in two activities through this division: Soya Extraction and Oil Refining.

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Process of Soya Extraction The solvent extraction process can be broadly divided into the following stages:

� Seed Receipt and Cleaning: The soya seeds are procured from the mandis (Grain Markets). Since they contain various foreign materials like Stalks, mud, stones etc they have to be cleaned to increase the shelf life & to improve the quality of finished goods. These are removed in the pre-cleaning operation. Seeds are cleaned by seed cleaning machine having two oscillating decks, where impurities smaller than seed size are separated by two sieves (eg. Straw/chaff, mud balls, stones, etc). The fine dust is separated by air aspiration system. The cleaned soybean is now conveyed to RCC silos for storage. � Seed Preparation: Soyabean seed have to be conditioned and prepared to make it suitable for extraction. The beans are processed in four roll cracking mill where the bean are broken into four

Seed Receipt and Cleaning

Seed Preparation

Solvent Extraction Process

Desolventisation – Toasting Process

Distillation of Miscella

Solvent Recovery by Condensation / Absorption

Meal Finishing and Bagging

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to five pieces and the cracked soyabean seeds is conditioned in a steam cooker where the conditioning and moisture is achieved. Here seed is cooked by jacket and open steam and moisture Content is also increased to make flaking easier. This is then passed through Flaking rolls. Here it is pressed hydraulically to convert the seed pieces into Thin flakes of optimum thickness of 0.25 to 0.30 mm. The soyabean flakes are now taken through expanders where further conditioning and conversion of flakers to collets is carried out which increases the bulk density of the material, which increases the plant capacity. The collets from expander are then cooled in a cooler where temperature is brought down to the optimum level required for extraction. The conveyor takes out the cooled collets to the extraction plant. � Solvent Extraction Process: The solvent extraction plant is the critical section in soyabean processing the Principle adopted is solid- liquid extraction. Hexane is used as a solvent, which extracts crude oil from the soya flakes. � Desolventisation – Toasting Process (DT): Soya flakes after extraction are taken to a desolventiser - toaster- to separate residual solvent in flakes (about 30 %) Here the Flakes are heated with jacketed and open steam. The resultant material is discharged in to a conveyor. � Distillation of Miscella: The final miscella obtained from the extractor is having concentration of about 25 % and passed through distillation / economiser/ heater evaporators. This results in hexane turning into vapour immediately. � Solvent Recovery by Condensation: The hexane vapours are then cooled and condensed into a liquid form. The condensed liquid hexane from these condensers are led to a solvent Water separator where the pure solvent is separated from water by a difference in densities. A fresh pure solvent obtained from this process is then again pumped to the extractor. � Final Solvent Recovery by Absorption: The vapour and gasses from contact cooler are led to absorbers where they come into contact with absorbing oil. The oil containing the Absorbed solvent is led to an evaporator, which is heated to 100 degree centigrade. � Meal Finishing and Bagging: The redler conveyor carries the desolventised Soya meal from the DT to the bagging section, where it is packed and kept for dispatch.

Process of Oil Refining The crude oil produced from solvent extraction process contains impurities like phosphatides, fats, colour and odors. On removal of these impurities the oil becomes edible. Following are the steps in refinery: � Neutralising Section: In this section the oil is heated to optimum temperature then water and chemicals are added. The mixture is then passed through separators to remove the impurities after

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final washing of the oil with hot water the oil is taken to the intermediate storage for further process.

� Bleaching Section: The name itself indicates that in this section the colour bleaching takes place by means of activated earth where desired colour pigments get weak bonds with earth for separation through pressure filters.

� Deodorisation: In this last step of refinery the oil is heated to a desired level to remove the odor of oil under the high vacuum in a closed vernal. After deodorisation the oil is passed though coolers and then transferred to storage tanks for dispatch. 4. Wheat Division: Our Company procures wheat from Food Corporation of India & other traders & supplies it to the other mill for processing and obtains the finished goods for eventual selling, with no fixed assets held in this division. Hence no manufacturing process is involved which is undertaken by us. 5. Wind Mill Division:

The wind moves everything what-so-ever comes in to its way. The conceptual idea of wind generator is derived from the artistic thought of “The wind firki”, which is just a children game.

Wind rotates wind mill and wind turbine identically, in the same way in which it does for small mill firki. In case of firki the wind passes through and energy does not get utilized, but in case of the wind turbine the passing through wind do lot of work. With the help of the energy of the wind, wind turbine rotates the generator and produces the electricity.

The state of art technology of wind turbine generator converts the kinetic energy of the wind into mechanical energy. The kinetic energy of wind is transferred though blades of wind generator into mechanical energy and drives the shaft of the generator. This mechanism transfers the rotary movement to the generator through gears and mechanical energy is converted into the electrical energy. The electrical energy is then supplied into the grid after stepping-up to a required electrical voltage.

The wind turbine system consisting of blades, shafts, gears and generator, is controlled by the sophisticated computer controlled system installed at the base of the tower, which also have sensors to sense the wind speed and its directions to switch on and off the wind turbine generator. 6. Mining Division: After obtaining mining lease a mining plan will be prepared by the authorized person of Government of India. In this connection our mining division’s key person are registered qualified person with Indian Bureau of mines. After preparation of the plan it will be submitted to Indian Bureau of mines, same will be approved by competent authority,once mining plan is passed development of mines will be planned according to the nature of minerals. In the case of open cast mining bench method is planned. Benches are developed and in each bench minerals are extracted and loaded into truck for dispatch. In case of underground mining which is applicable for coal a shaft is digged upto the coal seam and from their adits are developed perpendicular to the shaft along the coal seam and brought to the surface through the shaft.

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Manufacturing Process for Our Proposed Project: The following process flowchart shows the manufacturing process for the production of specialized alloys (Wire Rods and Seamless Tubes) and stainless steel (Light Section Products) products HOT METAL Raw Material: The main raw material used in the manufacturing process of specialized alloys (Wire Rods and Seamless Tubes) and stainless steel (Light Section Products) products are Iron Ore Fines, Coke, Limestone Fines and Dolomite Fines. Sinter Plant: The process of sintering iron ore fines is defined as an agglomeration process in which coarse iron ore fines (-10 mm size) are joined together by firing them together in the presence of carbonaceous fuel so as to generate incipient fusion between the particles. The fused particles join together and form cake. These are then cooled and crushed to desired size and screened before sending them to blast furnace.

Iron Ore Fines, Coke, LimestoneFines, Dolomite Fines

SINTER PLANT

BLAST FURNACE

Elect. Arc Furnace

Ladle Furnace

SEAMLESS PIPE PLANT

Slag Granulation

Plant For Granulated

Slag

Pig Casting

Continuous Casting Machine

Billet / Bloom Yard

SECTION MILL

Lump OreCoke

BAR AND WIRE ROD MILL

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The coke and coal in size of 0-25 mm conveyed by car shall be crushed by four-roll crusher into 0-3 mm.

Blast Furnace: The blast furnace is envisaged to operate with sized lump iron ore, coke, fluxes and additives. The hot metal produced will be cast at pig casting machines to produce cold pigs. The liquid slag will be granulated at cast house granulation unit. The Blast Furnace top gas will be cleaned in dust catcher and gas cleaning system and distributed to the stoves, burners for runner drying, boilers for process and process steam supply. The excess gas will be supplied to power plant for power generation. The hot blast will be supplied through tuyere. The solid burden charged from the top will be smelted on its way down and liquid slag and hot metal will be collected in hearth. The hot metal and slag will be tapped through iron notch separated at runner and metal led into ladle. The liquid slag will be sent to online slag granulation unit where the slag will be granulated with the help of water jet from the blowing boxes. The top gas generated will be led through two uptakes and a down comers to the dust catcher for primary dust separation. With the Chienese Technology we are adopting coal injection uptil 45 Kgs per tonne will be possible in the through put. Hot blast high temperature with oxygen enrichment and bell less top will give a productivity of 3.5 Steel Melting Shop: Hot metal will be transported from blast furnace on rail and charged into electric arc furnace and blown by injecting oxygen. Lime is added after the bath temperature rises. On attaining the bath temperature above 1600 deg C, feeding of DRI is commenced at pre-determined rate with transformer at full load. During continuous charging and melting of DRI, oxygen is injected for foamy slag operation and de-carburisation of melt. The foamy slag shields the arcs promoting better heat transfer to bath as well as to arrest radiation to the side walls. Lime will be charged to maintain the slag basicity. Dolomite is charged to maintain certain level of MgO in slag as well as for slag door maintenance. As soon as the charge is melted, bath sample is taken and the steel temperature measured. The steel at this stage is ready for tapping. If necessary, the temperature is adjusted and the steel tapped into a pre-heated ladle placed on the ladle transfer car below the furnace tap hole. Predetermined quantity of ferroalloys and de-oxidisers are dosed into the ladle during tapping. After tapping of the furnace, EBT is closed, furnace walls and banks are inspected and if necessary gunned/fettled. The furnace is then ready to commence the next melting operation. The EAF slag will be collected on the ground floor below the EAF slag door. Liquid slag will be poured into the slag dump from where, it will be disposed off using pay loaders and dumpers. For production of stainless steel and alloy steels, AOD and vacuum degassing unit has been envisaged. After vacuum treatment the treated steel ladle from vacuum tank is transported to Ladle furnace and then to caster with the help of EOT crane for onward processing. The ladle is lifted from ladle transfer car and placed on ladle stand for LF treatment. The LF roof is swung and placed over the ladle rim. Heating starts by striking the arcs. Inert gas (argon) is bubbled through a porous plug provided at the ladle bottom throughout the LF treatment. During the treatment, temperature is measured and samples are taken periodically. Lime, ferro-alloys and fluorspar are weighed and added to adjust steel analysis and slag

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composition. On demand from the caster, the ladle is transported to the caster with the help of EOT crane for casting. Aluminum will be added manually for bath deoxidation. Continuous Casting Machine: The Liquid Steel from Ladle Furnace will be transported on Continuous Casting Machine for Casting of Billets and Blooms of required size. Billet Bloom Storage Yard: The Billets & Blooms are kept Steel Grade, Size & Heat wise in this yard. Later on charged in reheating furnaces of required mills. Seamless Tube Plant: The seamless steel tube plant will produce seamless tube from 90 and 130 mm CC / rolled / forged round billets. For production of seamless tubes the basic input material is the round steel billet of Carbon steel/ bearing steel / alloy steel / stainless steel qualities. Full conditioned defect free billets are heated to hot working temperature in the range of 1,050 to 1,150 degrees centigrade in rotary hearth furnace. The red hot billets discharged from the heating furnace are fed to the cone type piercer where the billet is hot rolled between a pair of piercing rolls (whose axes are skewed) and over a piercing plug. A combined rotational and axial advance motion is imparted to the billet by the rolls. Simultaneously tensile stresses generated at the core of the billet cause it to open. The piercing plug shapes this opening into the inside diameter of a hollow shell. At the delivery side of the piercing mill, billet comes out as a hollow shell. All stainless steel hollow shells are taken to a three roll 7 stand-sizing mill to achieve superior OD tolerances and to finish tubes to precise sizes required. These shells all water quenched after sizing mill. The non stainless steel shell which has relatively high wall thickness and tolerance is further rolled in a three roll Assel mill to elongate the hollow shell by reducing mainly the wall thickness and to improve tolerance. Assel rolls have a humped profile and these humps work on the wall thickness. Before feeding the hollow shell into Assel mill a mandrel bar of a definite diameter is inserted in the ingoing hot hollow shell to control the inside diameter of seamless tube. By rolling on to this mandrel bar, the inside surface finish is also improved in Assel Mill. To overcome technological limitation on reduction of wall thickness and to get exact sizes of hot rolled tubes, the hot tube is further processed in hot conditioned in stretch reducing mill (SRM). Before being fed into the SRM, the tubes are reheated in a walking beam heating furnace. Stretch reducing mill consists of 24 stands, each having three rolls set in a row one after the other. Wall thickness and outer diameter of the tubes can be reduced according to desired product size in a single pass of SRM. Depending upon the input and output sizes of the hot finished tubes, roll opening and rolling pressure are adjusted to get exact Hot Finished Seamless (HFS) tubes from the mill. These steel tubes are then air cooled on a cooling bed. Hot rolling plant can produce tubes of minimum outer diameter of 38 mm. All the hot finished tubes are passed through the straightening machine, non-destructive testing (NDT) unit and weighting machine. Tubes are also sent to the hydrostatic testing unit prior to dispatch. The defective tubes are rejected after inspection and tubes for dispatch are given external protective coating of oil. Wire Rod Mill: Continuously cast billets will be received from the continuous billet caster. Billets will be temporarily stored in the billet storage bay and charged into the reheating furnace. Reheated billet will be fed to the first mill stand of the roughing group. The billet will

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then be rolled in the three groups of mill stands. Rolled stock emerging from the last stand of the finishing group of mill stands will be finish rolled at 8-stand No-twist mill. Finish rolled products leaving the No-twist mill will pass through water cooling boxes before being laid in convolutes on the controlled cooling conveyor with the help of laying head. Convolutes laid on the conveyor will be subjected to controlled air cooling for which air blowers will be provided below the conveyor. A coil reforming station will be provided at the end of the conveyor to convert the convolutes into coil. Coil will then be transferred on to coil delivery table. Coil will be compacted and tied at coil compacting station and at the end of the coil delivery table the bore will be made horizontal and the same will slide from the upender frame onto the four arm coil capstan, from where coils will be removed by fork rift trucks. Section Mill: The section mill will be a semi-continuous mill. The mill will use continuous cast (CC) billets as feedstock produced in the in-house continuous casting shop. A cross country type mill has been envisaged for the plant. The stands have been grouped into roughing, intermediate and finishing groups. Finishing stand will be driven by individual AC motor. Necessary guides and troughs will be provided at entry and exit of mill stands. Automated tilting, drop type tilters and feeding arrangement have been provided in stands. One cold shear has been provided to cut the bars coming out of cooling bed into dispatch length of 6 – 12 m. The bar products will be formed into bundles and will be strapped by manual strapping machine. The finished product will be removed by overhead EOT crane and stored in the storage area. Additional Facilities: Oxygen Plant Oxygen will be required for oxygen enrichment in the blast furnaces, lancing in the EAF, secondary refining in AOD in steel melting shop, cutting of slabs in continuous casting plant and for general purpose use in various units of the steel plant. Nitrogen will be required for process-gas-refining in AOD, shrouding in the tundish, GCP of blast furnace and occasionally for purging in ladle furnace. Argon will be required for process-gas-refining in AOD and shrouding in the continuous casting plant and for bottom purging in LF. Argon will also be needed for laboratories. In order to meet the above requirements of oxygen and nitrogen, one oxygen plants of 140t/d capacity will be installed. Argon requirement will be met from argon produced from the one no 140 t/d capacity of oxygen plant. Oxygen, nitrogen and argon will be produced by air separation process based on low-pressure cryogenic cycle and double column rectification system. The unit would be able to produce gaseous as well as liquid products. The atmospheric air mainly consists of Oxygen and Nitrogen gases, together with small quantities of water vapour, carbon dioxide and other rare gases such as argon helium etc. Oxygen and Nitrogen from the air can be separated due to the difference in boiling points by distilling them through a fractionating column. Free atmospheric air is sucked in by a multi stage compressor through a filter and compressed to the working pressure. The compressed air is then passed through a pre-cooling system, dust filters, moisture separators and then to the Molecular Sieve Battery for removing traces of carbon dioxide and moisture from the air. This purified air then passes through the first Heat Exchanger, where it is cooled by the out going Nitrogen and Oxygen. Part of this cooled air then passes through an expansion engine and the other part through the second heat exchanger. Both the expansion engine and second heat exchanger help in cooling down the air further, which is finally released to

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the bottom of the column through an expansion valve. The air becomes liquid at this stage. The column is divided into two parts viz., Lower column and Upper column. In between the lower and upper columns there is a condenser which acts as a reflux for the lower column and as a re-boiler for the upper column. The liquid air at the bottom of lower column separates through the trays of the column to give crude Oxygen at the bottom and 97% pure Nitrogen at the top. Crude Oxygen termed as rich liquid is then expanded through an expansion valve from the lower column to the middle of the upper column. Crude Nitrogen termed as poor liquid is expanded through another expansion valve from the top of the lower column to the top of the upper column. Due to difference in the boiling points, the pure Nitrogen boils over and accumulates at the top of the upper column and Oxygen (which has a higher boiling point than Nitrogen) accumulates at the bottom of the upper column. Both Nitrogen and Oxygen are removed by separate pipelines through heat exchangers, for cooling the incoming air, to the filling manifolds for the intended use. Captive Power Plant Manufacturing Process for our Proposed Captive Power Plant:

BF Boiler BF Gas & Coal

Common main Steam Header

Atmospheric Fluidized Bed Boiler

ESP

DM Water make-up Steam Turbo Generator

Fly Ash Collected in

Chain conveyor

Fly Ash Bricks making

Plant/Ash Pond Power Line or

Substation

Steam

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Fuel/BF Gas The fuel to be used for power & steam generation is coal and surplus gas of Blast Furnace.

AFBC Boiler: The AFBC Boiler utilizes the heat content of the waste gases of the BF & coal for generation steam. Treated water is fed into the AFBC where the water is converted to steam. The high-pressure steam generated from the Boiler is fed into the turbine. Electro Static Precipitator (ESP): The waste gases after firing the boiler is sent to the ESP where the dust particles are settled in to the hoppers placed below the ESP. The fly ash thus generated is collected by a chain conveyor and then conveyed to a Fly Ash brick making plant or to Fly ash pond. Steam Turbo Generator: The high pressure steam generated in the boiler is sent in to the turbine which causes rotation of the turbine rotor. Output shaft of the turbine is coupled to a generator .The generator, which is coupled with the turbine, on rotation of its rotor converts this mechanical energy into electrical energy. The power thus generated is utilized as required through a Substation. Power Supply Line / Substation: The electrical energy generated from the generator is supplied to power line, which is connected to the substation from where the power is distributed. Water make up Plant The raw water sourced from the River/any other source is treated in demineralization plant and by removing the dissolved solids, salty contents and all the biological matter, the water is softened. Cooling Tower: The water used for cooling the condensate formed after the steam gets cooled in the turbine is sent to a cooling tower where the hot water is cooled and then it is recycled into the condenser. COLLABORATIONS We have not entered into any collaborations.

INFRASTRUCTURE FACILITIES 1. Raw Material

Existing Operations Steel & Power Division: Sponge Iron The main raw materials for the production of Sponge Iron are Iron Ore and Coal. Currently, the requirement of the iron ore is met from the mines in Orrisa and Chhattisgarh. Further, we have been granted sanction of prospecting licenses in village Hahaladdi and Metabodeli in Chhattisgarh state for a period of 2 years, which would be converted into 30 years lease for captive consumption.

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Coal is acquired mainly from South Eastern Coal Fields (Korba and Bilaspur) and Mahanadi Coal Fields; the balance requirement is met through import from South Africa and Indonesia. Further, we have been allotted Coal Block in Nakia in Chhattisgarh and State Government has recommended another Coal Block for allocation at Rawanwara North, Madhya Pradesh. Our Company has linkage for supply of iron ore and coal from National Mineral Development Corporation and Southern Eastern Coal Fields Limited, respectively. We also have an understanding with leading Raw Material supplier like Glencore India Pvt Ltd for covering the need of raw material such as Coke, Nickel etc specially which we have to import Steel Billets The major raw material required for the manufacturing of steel billets is Sponge Iron, which is produced in house. Our Company is having a total installed capacity of 3,00,000 MTPA for the manufacturing of sponge iron; therefore entire requirement would be met from in house production. Other raw materials required for manufacturing of Steel Billets are Pig Iron, Melting Steel Scrap (M.S. Scrap), and Cast Iron Skull from integrated steel plants, ferro alloys and aluminium shots, which will be purchased from domestic market only. Hence, no difficulty is anticipated as regards the regular procurement of the same. As there are no restrictions on the import of scrap bulk quantities can be imported to balance any fluctuations in the domestic market. Captive Power Plant The major raw material required for the generation of the power is water. Water requirement will be met from Sapanai River, which is about 1.2 kms away from plant. We have set-up Intake well and pumping system for this purpose to supply water from the river to the plant reservoir. We have taken necessary approvals from the Government to draw water from the river. Real Estate Division: Major raw material required for Our Company’s activities in the construction field are as under: -

1. Cement 2. Steel Rods, Pipe, Sheets, Angles, Round etc. 3. Bricks, Tiles 4. Morram/sand/soil/aggregates 5. Wood 6. Plumbing & Sanitary Fittings 7. Electrical Fittings & Accessories 8. Hardware Fittings 9. Roofing – Cement & Steel 10. Glass and glass cladings

Our Company has evolved a system of centralized purchases for bulk and valuable materials while basic inputs like bricks, murram, sand, and graits are purchased from local market. There is no problem in the availability of the requisite quantity of raw material. The requirements of the raw material are estimated according to the contracts in hand and hence it is not possible to estimate the annual quantitative requirement of raw material. Additionally, we have set-up a procurement team, which is responsible for tracking the prices and monitoring of all raw material requirements. Solvent Extraction Division (Soya Division):

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The main raw material for this Division is Soya Seed. Soya is main crop of Vidarbha & Madhya Pradesh. This crop requires less rainfall & has got low crop cycle period of 60 days. Seed is planted in the month of June or first week of July depending upon the arrival of monsoon. Crop arrives at the mandis by the second half of September each year. Generally we purchase the soya seeds from the grain market of Vidarbha Region and propose to do so in the future also.

Wheat Division: The main raw material in the Wheat Division is Wheat, which is among the main crops of Madhya Pradesh and Chhattisgarh. We procure wheat from Food Corporation of India and the various markets and areas of Madhya Pradesh, which includes Chhindwara, Betul, Jabalpur, Siwani, Satna etc. Wind mill division: The operation of windmills depends upon the wind, which in-turn is dependent upon the climatic conditions. Raw Material for our Proposed Project: The main raw materials required for the proposed project are Iron Ore fines, Coal and Coke. We propose to use our existing set-up for the procurement of Iron Ore fines and Coal. The coke requirement for blast furnace may be met from the existing steel plants or reliably, through import. Coke breeze requirement may be met through purchase from the existing steel plants of the region. Necessary negotiations will be undertaken with concerned authorities of steel plants to meet the desired quantities of coke and coke breeze on regular basis. Utilities:

Power Steel & Power Division:

For our Steel & Power Division, we have 2,500 KW load sanctioned from Chhattisgarh State Electricity Board. We have Captive Power Plant of 2x8 MW capacity for the generation of power and also have 1x8 MW Captive Power Plant under installation. Further, we have also installed 2 DG Sets having capacity of 1x1000 KVA and 1x320 KVA as an alternate power arrangement.

Real Estate Division

The construction projects are not power intensive. Power is required at site for running various machineries and equipments and also for lighting. Generally power requirement is met at site through normal distribution channel. However, if need arises, company uses D.G Set to meet power requirements. Power requirement of Our Company varies at each stage of project and depends upon the size and nature of the project. Soya Division: For our Soya Division, we have 1,485 KW load sanctioned from Maharashtra State Electricity Board. Soya industry being seasonal, the requirement of utilities is minimal during off season.

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We have got 5 Wind Mills of 230 KVA capacity total capacity being 1.15 MW. These windmills are situated at Village Mandure of Satara District. We have an arrangement with M.S.E.B. for wheeling this power. We utilize this power at our Solvent Extraction plant. These Wind mills generate power of about 25 lacs units per annum which meets most of the requirements of Solvent Extraction plant.

Wheat Division:

There is no power requirement at our wheat division since the manufacturing is done on job work basis.

Wind Mill Division:

There is no major power requirement for operations of Wind Mills.

Mining Division: The required power for our mining division will be purchased from the State Electricity Boards. For our Proposed Project: Power requirement for the proposed plant will be totally met by our captive power plant of 50 MW. Any surplus power will be given to the state grid.

Water

Steel & Power Division:

To fulfill the water requirement at our Steel & Power Division we have made a reservoir and arranged pumping water from River Sapnai, which is 1.5 KM away from our plant. We have taken the necessary approvals in this regard. We are also having tube wells for the arrangement of water.

Real Estate Division:

Water is required at site for the construction activity is met at site through normal distribution channel and through two borewells at the site. Soya Division: We have got three bore wells inside our factory. They meet our entire requirement of water. Wheat Division:

There is no water requirement at our wheat division since the manufacturing is done on job work basis.

Wind Mill Division:

There is no water requirement at our wind mill division.

Mining Division: Water requirement for our mining division will be negligible and will be met from the local authorities.

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For our Proposed Project: Source of the water for the proposed plant will be River Sapnai, which is 1.5 KM away from our plant site. Manpower As on 31st August 2006 Our Company has a total of 1,713 employees out of which 793 are permanent and 920 are contractual. The detailed break-up of our employees is mentioned hereunder:

Division Type Skilled

Semi Skilled Unskilled Total

Permanent 7 26 27 60 Soya Division

Contractual 104 104 Permanent 3 13 16 Head Office and

Wheat Division Contractual Permanent 47 208 426 681 Steel & Power

Division Contractual 726 726 Permanent 4 4 Real Estate

Division Contractual 90 90 Permanent 3 1 4 Mining Division

Contractual Permanent 5 1 6 Mumbai

Corporate Office Contractual Permanent 13 7 2 22 Nagpur

Administrative Office Contractual Total 172 256 1,285 1,713 Note:

• Skilled includes managerial categories staff • Soya division is seasonal & contractual labourers vary from time to time. • At Wind Mill Division & all the maintenance work is given to M/s Enercon on

contractual basis and other work is handled from our Nagpur Administrative office.

• Mining division has not yet commenced the operations. Hence only Key Managerial Staff has been appointed.

• At Real Estate Division only supervisory staff. The construction work in on contractual basis.

• At Wheat Division only administrative staff. Manufacturing is done on job work basis.

For our Proposed Project: In order to operate and maintain the plant facilities, including the technical and general administration needs, the manpower requirement has been estimated to be 760. The above estimate covers the top management; middle and junior level executives and other supporting staff. The category wise break-up of manpower is indicated below:

Category Requirement Managerial 70 Executive 20 Skilled 301

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Semi-skilled 209 Others 160 Total 760

OUR PRODUCTS Steel & Power Division: � Sponge Iron Sponge iron is used in steel melting. It is an iron bearing material, which is a substitute for MS Scrap in secondary steel making. The primary iron making plants like Blast Furnaces and Basic Oxygen Furnaces have also started using sponge iron as their basic raw materials in place of iron ore and scrap, respectively to save on the cost and also to improve on quality as sponge iron is produced from virgin mineral and hence, its quality will be highly consistent, uniform and predictable. � Steel Billets Steel Billets are used to make rolled products, which are used in every Building & Civil Construction work. Rolled products are mainly the Cold Twisted Deformed Bars normally called as CTD Bars, TMT Bars, Round Bars & Light Structural such as Channels & Girders up to 150 mm size, angles up to 75 mm etc. � Power Power is used for various industrial and household purposes. Power generated through our CPP is mainly used for captive purposes and the surplus power will be sold to CSEB in accordance with the agreement between Our Company and CSEB. Real Estate Division: Our Company is currently engaged into construction of residential buildings. Soya Division: The following products are manufactured at our Soya Division: � Soya Crude Oil Crude oil is used as the input for the production of Soya Edible Oil. � De oiled cake The De oiled cake has got highest protein content of 47%. It is mainly used as fishmeal, cattle feed & poultry feed. � Edible Oil It is mainly used as the edible oil by various sections of the community. � Refinery by-product (soap intermediary) It is used in the manufacture of soap by various soap manufacturers. Wheat Division: The main products are Wheat Flour (Aatta), White flour, Semolina and Bran. They are mainly used for the purpose of human consumption and they are also used as inputs for the production of various eatables. Wind Mill Division:

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Power is generated through wind mills. Power is used for meeting the power requirement of our soya division. Mining: The main products from our mining division will be Iron Ore, Coal, Mangenese Ore, Zinc Ore and associated minerals. These products will be substantially used for our captive purposes. Products from our Proposed Project: Seamless Tubes (Products that can be manufactured using Seamless Tubes: Boiler and Heat Exchanger Quality, Ball Bearing, Auto Components and General Engineering Products): Seamless steel tube is defined as a steel tubular product made without a welded seam. It is manufactured by hot working steel or if necessary by subsequently cold finishing the hot worked tubular product to produce the desired shape, dimensions and properties. The wide size range that these tubes cover makes them suitable for use in a number of versatile areas of applications. The tubes are produced in several steel grades ranging from ordinary carbon steel to high alloy and stainless steels. The characteristics of seamless steel tubes are different for different applications. The characteristics are specified for each application in almost all international standards. Seamless steel tubes find their application in special areas where strength is prime consideration. The seamless steel tubes employed for rotary drilling must possess great torsional strength and high resistance to fatigue stresses. The casing pipes for deep oil wells require seamless pipe having high resistance to collapse and to withstand the high external pressures. The oil refining, chemical and pressure steam industries also demand special seamless steel tubes/pipes to withstand very low temperature as low as -268o C. The considerable quantity of pipe and tubing find uses in structural application because of favorable strength to weight ratio. The fast development of indigenous industries stimulated the growth of direct consumption of seamless steel tubes. Stainless Steel (Light Section Products): Stainless Steel essentially contains chromium (normally more than 10.5% with/without nickel or other alloying elements. As the name implies, stainless Steel resist staining/corrosion and maintains strength at high temperatures. The products can be Round, Angles and channels and flat. The uses of stainless steel can be summarized below:

• Utensils: All types of utensils as well as crockery and cutlery is made out of stainless steel and this market continues to grow at a very high rate.

• Consumer Durables: Stainless steel is extensively used in consumer durables like kitchen sinks, basins, bathtubs and home appliances like toasters, mixers, washing machines etc.

• Piping: Piping in process plants, chemical plants and refineries are made essentially of stainless steels. On shore and off shore oil and gas industry pipelines are also made of stainless steels.

• Pollution Control Equipment: Flue gas scrubbers, etc. are made of stainless steels.

• Food Processing: Because of superior hygiene properties, clean-ability and lower bacterial retention, there is no substitute for stainless steel in food processing.

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• Architectural & Structural: Stainless steel is now being used in architectural and structural applications. Module cladding, fire walls, cable trays, ladders, ventilation louvers, hand rails flowing walkways, door frames, window frames are all being made of stainless steel and usage in this sector is increasing day by day. The merits of stainless steel including light weight design, high life cycle, corrosion resistance, fire resistance and excellent formability and fabric ability are advantageous in these applications.

• Roofing Material: Japanese steel makers have successfully developed stainless steel for roofing materials. This development is stimulating markets elsewhere, particularly where industrial or marine environment demands the advantages of fire protection as well as long term corrosion protection.

• Public Transport: In many countries, light- weight and high strength stainless steel is being used in railway cars and passenger buses.

• Decorative Applications: Colored and textured stainless steel represent a small but growing market for decorative architectural applications on both interior and exterior surfaces.

• Nuclear Industry: Stainless steels constitute the main structural materials in the nuclear industry. Nearly, all types of stainless steels are used in nuclear industry. Mention may be made of this use of martensitic variety of stainless steel for nuclear reactor end fittings, the precipitation hardened variety for shielding and sealing plugs of pressurized Heavy Water Reactor, the austenitic variety for all strain piping and reactor control blade components. Apart from reactors, stainless steels are also used in large quantities in the construction of other facilities such as radioactive waste immobilization plants, heavy water plants and nuclear material processing plants.

Wire Rods and Bars: The Wire Rods and Bars are mainly used in the infrastructure development projects such as roads, flyovers etc. and housing projects. These are hot rolled plain bar/rods (i.e without indentation) in Coil Form, normally used to produce Steel Wires and at times Steel Bright Bars,spring steel, Angles, Shapes & Sections. Hot rolled Structural Sections obtained by hot rolling of blooms/billets include Angles, Channels, Girders, Joist, I Beams, H Beams etc used in civil/mechanical construction. Pig Iron: Pig iron is the immediate product of smelting iron ore with coke and limestone in a blast furnace. It has high carbon content, typically 4-5%, which makes it very brittle and not very useful directly as a material. Pig iron is typically poured directly out of the blast furnace into pots to form ingots. The ingots are then used to produce wrought iron or steel, typically with a Bessemer converter or basic oxygen furnace, by burning off the excess carbon in a controlled fashion. Pig Iron is used in the automobile, auto ancillaries, construction, and steel sectors and growth in these user segments has fuelled growth in the consumption of pig iron. The expected good performance of the agricultural sector will also spell positive for the tractors and pump industries. In addition to above we will also be producing Granulated Slag from the liquid slag produced from the blast furnace.

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COMPETITION

Products Major Competitors Sponge Iron • Jai Balaji Sponge

• Monnet Ispat • Tata Sponge Iron

Seamless Tubes • Indian Seamless Metal Tubes Limited

• Maharashtra Seamless Alloy Steel • Kalyani Steel Soya • Murli Agro Prod.,

• Sanwaria Agro • Ruchi Soya Industries

Competitive Advantages: Steel: We are amongst the low cost manufacturer for the steel productions because of our location near to mines, own railway siding, own coal washery, captive power, own iron making. Our Competitive strengths are hereunder: � Railway Siding

We have our own Railway Siding. This has not only secured ready and timely availability of Raw material but also has resulted in cost saving on transportation front. Further, this gives additional leverage to buyers to lift the quantity in bulk. � Coal Washery

By this facility we can wash coal at our own side resulting less movement of coal which weeds out the loss in transit and also saving on transportation cost. � Crusher unit

The manufacturing process requires use of ore of specific size as per the requirements. Sized ores are costly due to their specifications. Our crusher unit enables us to crush ore according to our requirements. This enables us to purchase ores of any size and crush it to the required size. � Location Advantages

South Eastern Railway main line lies just adjacent to the our site. Most of the raw material requirement can be met from the nearby areas. This results in substantial transportation cost savings of the principal raw material. � Mining

Our Company is hopeful to obtain 30 year mining lease after the detailed survey of the site is carried out and Iron-ore reserve estimate is established during prospective lease period. The same is expected to take two years and Our Company would source iron ore form their own mines at the start of operations. Similarly Coal Block has been allotted at Nakia,(Chhatishgarh) to Our Company by the Ministry of the Coal ,Government of India and for the Rawanwara North (Madhya Pradesh) Coal Block State Government

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has recommended to the Central Government for the allocation of the same. With captive iron ore and coal mines the cost of production is expected to be low for Our Company � Blast Furnace

Coal injection in Blast Furnace will reduce intake of coke by 30% which is an expensive raw material and also import dependent. � Sinter plant

Apart from conservation of iron ore by utilizing the ore fines instead of discarding them, other benefits of charging sinter into blast furnace are listed below:

• Utilization of steel plant wastes, such as flue dust, mill scale, coke breeze etc.

• Decrease in coke rate of blast furnace.

• Increase in productivity of blast furnace.

• Elimination of charging of raw limestone and dolomite into blast furnace.

• Decrease in production cost of iron.

These heavy capital-intensive investments were done to cover total forward & backward integration of our steel complex. As soon as our mine starts we believe we will become one of the low cost manufacturers. Economies of scale & economies of scope both have been designed to survive and to earn in this competitive market. However, we have competition from steel plant whose captive mines are already in operation as steel industry is detrimental to its raw material Coal & iron ore. Real Estate: We are developing the prime property in Nagpur, which will cater to a niche segment. These are lifestyle flats and pent houses. There are few buildings in the city with similar features. Competition is with other life style buildings. Soya Division: This is a seasonal and nature dependent industry. Competition is large as there are many players and raw material is scarce. We stand out of competition as we have locational advantage being near to Soya Bean farms sector. In soya Division, we believe our plant capacity is among the highest in Maharashtra having a capacity of 1,000 TPD. However, we face competition from the various organized & unorganized players. Power: In power, we do not face any competition since most of the power generated is captively consumed in our production process and to fulfill other requirement of Our Company.

145

APPROACH TO MARKETING & PROPOSED MARKETING SETUP

We have requisite experience of selling the Steel Products & other products of Our Company through our own marketing setup. Our Company has a full-fledged Marketing Office at Mumbai to cater the entire market. In addition to this, Our Company has marketing & sales division at Nagpur & at our Registered Office, Raipur. Also Our Company has Marketing & Sales section at their Integrated Steel Complex, Raigarh.

Existing Marketing Set-up:

• Steel and Power Division:

Currently, we are manufacturing Steel Billets and Sponge Iron. These products are sold through Brokers/Commission Agents. We also offer attractive commission on the basis of performance to the commission agents to boost the sales volume. We have our own Railway Siding that gives additional leverage to the buyers to lift the quantity in bulk. Periodically meetings with Agents/Brokers help us in assessing/reassessing the market situation and sales strategies.

We sell at most of the Steel Mandies like Mandi-Gobindgarh, Raipur, Mumbai Kajalwani, Nagpur and Allahabad through our brokers and agents. With the close networking, marketing strategy and prime quality product, Our Company is able to sell its entire production of Steel Products throughout the Country. Our Steel Products are known with the brand name of “Paramount Steel”. Our Company has set procedures and is holding ISO 9000 certificate.

• Real Estate Division:

Our Company adopts direct marketing approach. It has set-up a separate department to procure Contracts. To procure contracts from Private Clients, Our Company on continuous basis collects market information and makes presentation to Architects/ Consultants.

• Soya Division and Wheat Division:

Products are sold through Brokers and Agents. The entire sale is linked through broker network spread all over India. Even the export trade is also carried out through brokers. We also cater to certain customers directly. We sell our products under the brand name “Aditya”. For our Wheat Division also we use the similar marketing set-up.

• Wind Mill Division:

The power generated through Wind Mill is given to M.S.E.B. who in turn wheel this power to our Solvent Extraction Plant at Saoner. The entire power is used inhouse.

146

Proposed Marketing Set-up: With the existing set up and expansion of the marketing network globally with Phase-III project, Our Company hopes that it will be able to cater to the International & National Steel Market with prime quality product. Our Company is also in process of short listing the overseas marketing agents who are having vast experience in the steel trading. Our Company is poised to achieve name in quality and delivery schedule, which is imperative for selling its products. We will be promoting our brands by reasonable way of publicity. Being cost effective, as we have our own – Power, Railway Siding and Mines etc. will give us leverage in pricing. With good distribution network and experience in domestic as well as export sales, Our Company contemplates to penetrate & create its dominant existence in the relevant global markets. Our Company is aware of strength of print media and will start issuing advertisement in different newspapers/periodicals.

EXPORT POSSIBILITIES AND EXPORT OBLIGATIONS, IF ANY

Currently, we do not have any export obligations. However, we are exporting Soya De-Oiled Cake to various countries such as Malaysia, Indonesia, Philippines, Korea, Japan, Singapore.

BUSINESS STRATEGY

Earlier Our Company was engaged into the manufacturing of Soya and Wheat products but later we have diversified into the manufacturing of sponge iron by setting up Iron & Steel Division at Raigarh as a nucleus towards building a Wholly Integrated Steel Plant. Currently, we are having the production capacity of 3,00,000 MTPA of Sponge Iron and 1,30,000 MTPA of Steel Billets along with 2x8 MW Captive Power Plant (CPP) and another 1x8 MW CPP is under installation. We propose to start Phase III project of our Steel & Power Division wherein we will be setting- up manufacturing facilities for the production of Stainless Steel at the capacity of 60,000 MTPA, Wire Rods at the capacity of 90,000 MTPA, Seamless Steel Tubes at the capacity of 90,000 MTPA and Pig iron at the capacity of 500 MTPD. We also propose to install a 50 MW Captive Power Plant to meet the power requirement of the proposed project. The power plant would be utilizing the waste gases emanating from the production process and coal, thereby generating the power for the in-house consumption at much lower rate in comparison to the charges paid by Our Company to State Electricity Board. Further, we have received certain recommendations from State Government and Mining Licenses by Central Government for the purpose of operation of mines for extraction of minerals such as Iron ore, Coal, Manganese and Zinc. Thus, there would be a proper synchronization in the activities in Steel & Power Division and Mining Division.

147

Our Company proposes the following strategies for future growth:

• Reduction of Operational costs We are setting up a Captive Power Plant for captive consumption and we have our own Railway Siding that will give us cost savings. Once our mines are operational we will gain additional cost competitiveness. Further, Cost saving measures like Coal Washery and Crusher Units have been set-up & are in operation

• Continue to build-up a professional organization We have a team of professionals and technocrats to look after various stages of production, commercial and marketing divisions of Our Company. We believe in transparency, flow of information, commitment to the work among our work force and with our valuable customers, suppliers, investors, government authorities, banks, financial institutions etc. Over a period of time, we have been able to build an image that can be matched with our peers. The philosophy of professionalism is foundation stone of our business strategy and we wish to make it more sound and strong in times to come.

• Enhancing Customer Base Our Company intends to grow business continuously by adding new customers. We aim to do this by effective leveraging of our marketing skills & relationship and further enhancing customer satisfaction.

• Quality Products Our Company intends to produce the quality products, which are acceptable worldwide. For that, Our Company shall be deploying better technologies in Production.

• Captive Demand of the product A big portion of the production of the sponge iron, pig iron and Steel billets would be consumed in-house for the manufacture of our proposed products. This will lower our cost of production. FUTURE PROSPECTS Considering the potential of the iron and steel in general and special steel in particular and the experienced gained by the group in this sector ,Our Company now proposes to set up the Phase III of Steel project adjacent to the existing phase I & II of Steel & Power Division. After setting up the Phase III, our Steel & Power division will be totally integrated and all the various process will be independent profit making module when looked in isolation and give synergetic touch in uniqueness of product and contribution We are developing real estate of 1.30 lacs Sft in Nagpur for residential prupose. The real estate sector is booming in Nagpur and the price have gone up by almost 25% as compared to the last year. As per the recent news report, Boeing Company and Airbus plan to invest heavily in India to build maintenance centers and training facilities and Nagpur has been

148

identified for this purpose. Boeing Company has signed an agreement with Government of Maharashtra on 29th August 2006 to set up a maintenance repair & overhaul facility with a $100 million investment. This development is expected to give further momentum to real estate growth in Nagpur. Apart from Nagpur, Our Company has been eyeing real estate development in upcoming cities like Raipur, Indore etc.

Our Soya Division is consistently making profits and growing steadily because of better-cost control, operating efficiency and trading as per the market demand. We also track the national oil market for the smooth trading of its oil and other oil products. Our Company augmented the capacity to 1,000 TPD in 2004, well in advance of the Soya season. Hence Our Company has been operating its crushing capacity at 1,000 TPD from FY 2004-05. Our Company has assumed the following capacity utilization in the forthcoming years: Soya is a seasonal industry & main peak season is October to January. This is the time to store and crush the most. During rest of the year the seed arrival & crushing level are far low. They are almost nil from April to September. Hence crushing capacity & annual crushing is not comparable.

Our Company has been granted sanction of prospecting mining lease in village Hahaladdi and Metabodali for iron ore mines in Chhattisgarh state for a period of 2 years which would be converted to 30 years mining lease after 2 years. The availability of coal/iron ore from the captive mine will result in substantial savings in the coal/iron ore costs.

Our Company is hopeful to obtain 30 year mining lease after the detailed survey of the site is carried out and Iron-ore reserve estimate is established during prospective lease period. The same is expected to take two years and Our Company would source iron ore form their own mines at the start of operations. Similarly Coal Block has been allotted at Nakia,(Chhatishgarh) to Our Company by the Ministry of the Coal ,Government of India and for the Rawanwara North (Madhya Pradesh) Coal Block state Government has recommended to the Central Government for the allocation of the same. With captive iron ore and coal mince the cost of production is expected to be low for Our Company. LICENSED & INSTALLED CAPACITY AND CAPACITY UTILISATION Installed Capacity And Capacity Utilization Sponge Iron

Year 2003-04* 2004-05 2005-06

Installed Capacity (MTPA) 1,00,000 1,00,000 2,00,000 Capacity Utilisation % 0.11% 45.40% 46.54% Commercial Production (MTPA) 109.20 45,402.17 93,076.94 *The production of sponge iron commenced from 28th March 2004, hence the production of only 4 days is considered.

149

Steel Billets Year 2003-04 2004-05* 2005-06

Installed Capacity (MTPA) Nil 40,000 40,000 Capacity Utilization % Nil 35.14% 91.67% Commercial Production (MTPA) Nil 14,056.19 36,666.86 *The production of steel billets commenced on 24th September 2004, hence the production is only for the part of the year. Captive Power Plants

Year 2004-05* 2005-06

Installed Capacity (MW) 8 8

Capacity Utilizations % 23.08% 60.61% Commercial Production (MW) 1.8 4.8 *The generation of power commenced from 24th September 2004, hence the production is only for the part of the year. Soya Crude Oil

Year 2003-04 2004-05 2005-06

Installed Capacity (MTPA) 63,000 63,000 63,000 Capacity Utilization % 26.22% 10.61% 24.86% Commercial Production (MTPA) 16,517.34 6,685.69 15,663.09 The production in the year 2004-05 was less due to bad soya crop during the year. Soya Refined Oil

Year 2003-04 2004-05 2005-06

Installed Capacity (MTPA) 35000 35000 35000 Capacity Utilisation % 31.49% 18.55% 36.66% Commercial Production (MTPA)

11021.34 6493.47 12830.54

De-Oiled Cake

Year 2003-04 2004-05 2005-06

Installed Capacity (MTPA) 1,43,500 1,43,500 1,43,500 Capacity Utilization % 56.00% 22.29% 48.41% Commercial Production (MTPA)

80,362.79 31,986.21 69,466.87

Windmill Division

Year 2003-04 2004-05 2005-06

Installed Capacity (MW) 1.15 1.15 1.15 Capacity Utilization % 25.38% 25.69% 22.82% Commercial Production (MW)

0.3 0.3 0.3

Capacity and Capacity utilization is not applicable to our Real Estate Division and Wheat Division.

150

INSURANCE Our Company has adequate insurance policies to cover its assets viz. stock of raw materials and finished goods, plant and machinery, equipments, boiler plants and buildings, vehicles etc. against losses from fire and other risks. Our Company has obtained marine cargo insurance policies for import of consignment of its imported goods. Our Company also maintains workman’s compensation insurance policy and personal accident insurance policies for the benefit of its employees. In addition, the directors of Our Company are covered under key-man insurance policy. PROPERTY The Registered Office of Our Company since the time of its incorporation is situated in the State of Chhattisgarh at Plot No. 624, Urla Industrial Complex, Raipur – 493 221. Our Company has an operating plant for manufacture of steel & power based on waste gases at Village Mohapali, Kotmar & Siyarpali, District Raigarh – 450 001, Chhattisgarh and soya at, Village Malegaon, District Nagpur - 441 107, Maharashtra. Our Company also has a Wind Mill Division at Village Mandure (Venkuswade), District Satara Maharashtra and Wheat Division at Plot No. 624, Urla Industrial Complex, Raipur – 493 221. The Wheat Division is managed by one of their group companies, Jagdamba Roller Flour Mill Private Limited. Our Company has other two offices apart from the registered office viz. a corporate office at 301, Landmark Building, Juhu Tara Road, Santacruz (W), Mumbai: 400 049 and an administrative office at 201, Shri Krishnan Apartment, 10 Daga Layout, North Ambazari Road, Nagpur – 440 033. A. Our Company has taken on leave and license basis and/or on rental basis the following immovable properties for its business activities: Sr. No.

Location

Area Licensor/Licensee

Freehold/ Leasehold/ Rental

Activities Consideration

Remarks

1. 201, Shri Krishnan Apartment, 10 Daga Layout, North Ambazari Road, Nagpur – 440 033

134.34 sq. mtrs

Mr. Aditya Goel – Licensor

Rent Agreement dated 10th July 2003

Administration office

Monthly rent of Rs.7,000/- + Rs.13,000/- as additional monthly rent for furniture and fixtures.

We note that this Agreement has been stamped but not registered. The Director of Our Company owns the property.

2. 201, Shri Krishnan Apartment, 10 Daga

134.34 sq. mtrs

Mrs. Uma Goel – Licensor

Rent Agreement dated July 10, 2003

Administration office

Monthly rent of Rs.7,000/-

We note that this Agreement has been stamped but not

151

Sr. No.

Location

Area Licensor/Licensee

Freehold/ Leasehold/ Rental

Activities Consideration

Remarks

Layout, North Ambazari Road, Nagpur – 440 033

registered. The Director of Our Company owns the property.

3. 301, Landmark Building, Juhu Tara Road, Santacruz (W), Mumbai: 400 049

2,250 sq. ft

Mr. Mukesh Tyagi – Licensor

Leave and License Agreement dated May 2, 2006

Corporate Office

Monthly license fee of Rs.1,00,000/- + Rs. 5,00,000/- as an interest free security deposit

Valid till April 2008.

4. 501, 3rd Floor, “Breach Croft”, Juhu Tara Road, Santacruz (W), Mumbai: 400 049

2,200 sq. ft.

Jasmine Finest Private Limited – Licensor

Leave and License Agreement dated June 27, 2006

Accomodation of the employees

Monthly license fee of Rs. 1,40,000/- + Rs. 10,00,000/- as an interest free security deposit

Valid till April 2008.

5. Plot No. 624, Urla Industrial Complex, Raipur – 493 221

2.76 acres Jagdamba

Roller Flour Mills Private Limited

Rent Agreement dated April 1, 2006

Registered Office.

Monthly Rent of Rs 5,000/-

The Agreement is valid till March 31, 2009. The Agreement is stamped but not registered.

152

B. Our Company has taken on lease/ownership basis the following properties for

its STEEL DIVISION:

Sr. No.

Location

Area Vendor/Lessor Freehold/ Leasehold/

Activities

Consideration

Remarks

1. Village Mohapali

0.809 hectares

Mr. Gopal, Mr. Uckia

Sale Deed dated January 28, 2003

Steel Division

Rs.59,975/- ----

2. Village Mohapali

0.162 hectares

Mr. Bhuneshwar Kolta

Sale Deed dated January 29, 2003

Steel Division

Rs.12,000/- ----

3. Village Mohapali

0.729 hectares

Mr. Bhuneshwar Kolta

Sale Deed dated January 29, 2003

Steel Division

Rs.54,000/- ----

4. Village Mohapali

0.445 hectares

Mr. Bhuneshwar Kolta

Sale Deed dated February 2, 2003

Steel Division

Rs.33,000/- ----

5. Village Mohapali

0.077 hectares

Mr. Dayanand Rawat

Sale Deed dated February 2, 2003

Steel Division

Rs.5,710/- ----

6. Village Mohapali

1.072 hectares

Mr.Hari, Mr.Arjun, Mr.Suresh, and Mrs.Man Bai

Sale Deed dated February 5, 2003

Steel Division

Rs.79,470/- ----

7. Village Mohapali

0.057 hectares

Mr.Dasrath Kolta Sale Deed dated February 7, 2003

Steel Division

Rs.4,230/- ----

8. Village Mohapali

0.214 hectares

Mr.Vidyadhar Kolta

Sale Deed dated February 9, 2003

Steel Division

Rs.15,865/- ----

9. Village Mohapali

0.817 hectares

Mr.Takchand Kolta

Sale Deed dated February 10, 2003

Steel Division

Rs.60,505/- ----

10. Village Mohapali

0.441 hectares

Mr.Tarang Prasad Kolta

Sale Deed dated February 19, 2003

Steel Division

Rs.32,700/- ----

11. Village Mohapali

0.542 hectares

Mr.Haldhar Kolta Sale Deed dated February 19, 2003

Steel Division

Rs.40,180/- ----

12. Village Mohapali

0.101 hectares

Mr.Rohit Kumar Kolta, Mrs.Belmati

Sale Deed dated February 24, 2003

Steel Division

Rs.7,500/- ----

153

Sr. No.

Location

Area Vendor/Lessor Freehold/ Leasehold/

Activities

Consideration

Remarks

13. Village Mohapali

0.571 hectares

Mr.Haridhar, Mr.Brijmohan

Sale Deed dated February 24, 2003

Steel Division

Rs.42,330/- ----

14. Village Kotmar

0.571 hectares

Mr.Nakul, Mr.Gokul, Mrs.Punimati

Sale Deed dated February 26, 2003

Steel Division

Rs.42,200/- ----

15. Village Kotmar

1.711 hectares

Mr.Kartik Ram, Mr.Masat Ram, Mr.Pawan Kumar, Mrs.Kunti Bai, Mrs.Sumitra Bai

Sale Deed dated February 26, 2003

Steel Division

Rs.1,26,600/- ----

16. Village Kotmar

9.122 hectares

Mr.Pannalal Agarwal

Sale Deed dated February 26, 2003

Steel Division

Rs.6,76,200/- ----

17. Village Mohapali

0.121 hectares

Mr.Kunjbihari Sale Deed dated March 4, 2003

Steel Division

Rs.6,000/- ----

18. Village Mohapali

0.223 hectares

Mr.Jethu Sale Deed dated March 4, 2003

Steel Division

Rs.24,000/- ----

19. Village Mohapali

0.121 hectares

Mr.Nilamber Prasad Bhoi

Sale Deed dated March 5, 2003

Steel Division

Rs.6,000/- ----

20. Village Mohapali

0.109 hectares

Mr.Govind, Mr.Tara, Mrs.Bui Bai, Mr.Kuswa, Mrs.Charo Bai

Sale Deed dated March 7, 2003

Steel Division

Rs.8,100/- ----

21. Village Mohapali

0.870 hectares

Mr.Bhagat Ram, Mr.Manu Ram, Mrs.Jamuna

Sale Deed dated March 12, 2003

Steel Division

Rs.64,500/- ----

22. Village Kotmar

0.198 hectares

Mr.Gurbaru Ganda

Sale Deed dated March 13, 2003

Steel Division

Rs.14,700/- ----

23. Village Mohapali

0.340 hectares

Mr.Than Singh Teli

Sale Deed dated April 5, 2003

Steel Division

Rs.24,600/- ----

24. Village Mohapali

0.360 hectares

Mrs.Guruwari, Mrs.Parwati, MRs.Rama, Mrs.Santoshi, Prs.Padmini, Mrs.Jamuna,

Sale Deed dated April 10, 2003

Steel Division

Rs.26,400/- ----

154

Sr. No.

Location

Area Vendor/Lessor Freehold/ Leasehold/

Activities

Consideration

Remarks

Mrs.Shradhanand, Mrs.Devki Kekti, Mrs.Arundhati, Mrs.Saraswati, Mrs.Gulapi

25. Village Mohapali

0.121 hectares

Mr.Bhramar Sale Deed dated April 21, 2003

Steel Division

Rs.28,700/- ----

26. Village Mohapali

0.97 hectares

Mr.Sankirtan Sale Deed dated April 21, 2003

Steel Division

Rs.7,200/- ----

27. Village Kotmar

0.227 hectares

Mr.Anjor Ganda Sale Deed dated May 20, 2003

Steel Division

Rs.40,000/- ----

28. Village Kotmar

0.631 hectares

Mrs.Sheetal, Mrs.Anwara Bai, Mr.Gulapi, Mr.Dolchand, Mr.Rameshwar

Sale Deed dated May 20, 2003

Steel Division

Rs.40,000/- ----

29. Village Kotmar

0.126 hectares

Mr.Mahendra, Mr.Sukram

Sale Deed dated May 21, 2003

Steel Division

Rs.12,500/- ----

30. Village Kotmar

0.138 hectares

Mr.Samaru Sale Deed dated May 21, 2003

Steel Division

Rs.13,600/- ----

31. Village Kotmar

0.894 hectares

Mr.Dhanau, Mr.Dhanawa, Mr.Munau

Sale Deed dated May 21, 2003

Steel Division

Rs.88,400/- ----

32. Village Kotmar

3.508 hectares

Mr.Jongra, Mr.Manbodh, Mrs.Ganga Bai

Sale Deed dated May 23, 2003

Steel Division

Rs.3,46,400/- ----

33. Village Kotmar

0.113 hectares

Mr.Gopal Sao Teli Sale Deed dated May 23, 2003

Steel Division

Rs.11,200/- ----

34. Village Kotmar

0.289 hectares

Mr.Karmu Ganga Sale Deed dated May 24, 2003

Steel Division

Rs.28,800/- ----

35. Village Kotmar

0.326 hectares

Mr.Mohitram Sale Deed dated May 26, 2003

Steel Division

Rs.32,600/- ----

36. Village Kotmar

1.185 hectares

Mr.Kekti, Mr.Puni Ram Kewat, Mr.Aditya Kewat, Mr.Nehru Kewat, Mr.Jehru Kewat

Sale Deed dated May 26, 2003

Steel Division

Rs.1,16,800/- ----

37. Village Kotmar

0.399 hectares

Mr.Indro, Mr.Indrajeet, Mr.Ganga

Sale Deed dated May 26, 2003

Steel Division

Rs.36,600/- ----

155

Sr. No.

Location

Area Vendor/Lessor Freehold/ Leasehold/

Activities

Consideration

Remarks

38. Village Kotmar

0.101 hectares

Mr.Kamru, Mr.Anjor, Mr.Panbudi, Mr.Mohit Ram, Mr.Malik Ram, Mrs.Malawati, Mrs.Ramwati, Mrs.Pavitra

Sale Deed dated May 26, 2003

Steel Division

Rs.10,000/- ----

39. Village Kotmar

0.077 hectares

Mr.Malikram Sale Deed dated May 26, 2003

Steel Division

Rs.7,600/- ----

40. Village Kotmar

0.235 hectares

Mr.Jairam Kewat Sale Deed dated May 26, 2003

Steel Division

Rs.23,600/- ----

41. Village Kotmar

0.372 hectares

Mr.Dhuble, Mr.Rukni, Mr.Tikedai

Sale Deed dated May 26, 2003

Steel Division

Rs.37,200/- ----

42. Village Kotmar

0.218 hectares

Mr.Malikram, Mrs.Ramwati, Mrs.Bhagwati, Mrs.Menha

Sale Deed dated May 26, 2003

Steel Division

Rs.21,800/- ----

43. Village Kotmar

0.534 hectares

Mr.Makardhwaj Sale Deed dated June 5, 2003

Steel Division

Rs.52,800/- ----

44. Village Kotmar

0.425 hectares

Mr.Hari, Mr.Nanki, Mr.Kondi, Mr.Bramhbhoot

Sale Deed dated June 10, 2003

Steel Division

Rs.42,000/- ----

45. Village Kotmar

0.308 hectares

Mr.Sukhiram, Mr.Shobharam, Mrs.Kamla, Mrs.Vimla, Mrs.Pavitra

Sale Deed dated June 10, 2003

Steel Division

Rs.30,800/- ----

46. Village Kotmar

0.150 hectares

Mr.Chivacharan Sale Deed dated June 10, 2003

Steel Division

Rs.14,800/- ----

47. Village Kotmar

0.150 hectares

Mr.Gajendra Sale Deed dated June 10, 2003

Steel Division

Rs.14,800/- ----

48. Village Kotmar

0.405 hectares

Mr.Haldhar Kewat Sale Deed dated June 10, 2003

Steel Division

Rs.40,000/- ----

49. Village Kotmar

0.249 hectares

Mr.Ketku Kewat Sale Deed dated June 10, 2003

Steel Division

Rs.24,000/- ----

50. Village 1.903 Mr.Arjun, Sale Deed Steel Rs.1,64,400/- ----

156

Sr. No.

Location

Area Vendor/Lessor Freehold/ Leasehold/

Activities

Consideration

Remarks

Kotmar hectares

Mr.Hari, Mrs.Mongra

dated June 16, 2003

Division

51. Village Kotmar, Mohapali and Siyarpali

62.253 hectares

Chhattisgarh State Industrial Corporation Limited (CSICL).

Lease Deed September 8, 2005

Factory for manufacture of sponge iron, steel billets.

Rs. 19,26,304/- payable as advance rent and service charges along with Rs. 15,89,202/- as security deposit and annual ground rent of Rs. 5,29,734/-.

The term of the lease deed is for 99 years commencing from September 2005 to September 2104. The lease is further renewable for a period of five years at the discretion of CSICL.

Note: Chhattisgarh Government vide their Letter dated 5th February 2003 has exempted our Company from payment of stamp duty on an area upto 200 acres of land at Village Mahapalli, Kotmar, Saryapalli at Raigarh, Chhattisgarh. The above-mentioned properties are exempted from payment of any stamp duty.

C. Our Company is the owner of the following properties in respect of its SOYA DIVISION

Sr. No.

Location Area Vendor Freehold Activities Consideration

1. Village Malegaon Nagpur

3.16 hectares

Mr. Chandrashekhar H. Rajput

Sale Deed dated November 25, 1993.

Soya Division

Rs.4,51,000/-

2. Village Malegaon Nagpur

3.00 hectares

Mr. Suresh Sitaram Rajput

Sale Deed dated November 25, 1993.

Soya Division

Rs.4,30,000/-

3. Village 0.33 Mr. Sukhdeo Gulab Sale Deed Soya Rs.70,000/-

157

Sr. No.

Location Area Vendor Freehold Activities Consideration

Malegaon Nagpur

hectares Dange and Gaya Sukhdeo Dange

dated November 25, 1993.

Division

4. Village Malegaon Nagpur

0.38 hectares

Mr. Seshrao Ramchandra Dange, Mr. Gangadhar P. Dange, Mr. Madhukar P. Dange, Mr. Kalavati Vasudeo Bhadange

Sale Deed dated November 25, 1993.

Soya Division

Rs.80,000/-

5. Village Malegaon Nagpur

0.40 hectares

Mr. Dhanraj Bajirao Bhonga, Mr. Sudhakar Bajirao Bhongade, Mr. Punjabrao Bhongade

Sale Deed dated May 26, 1997.

Soya Division

Rs.1,50,000/-

6. Village Malegaon Nagpur

0.045 hectares

Mr. Sukhdeo Gulabrao Dange

Sale Deed dated May 26, 1997.

Soya Division

Rs.57,888/-

7. Village Malegaon Nagpur

0.41 hectares

Mr. Kashinath Chaudhary, Mr. Manohar Chaudhary

Sale Deed dated January 29, 1998.

Soya Division

Rs.2,01,000/-

8. Village Malegaon Nagpur

0.64 hectares

Mr. Gangadhar H. Dahikar

Sale Deed dated December 16, 1998.

Soya Division

Rs.3,64,000/-

9. Village Malegaon Nagpur

0.52 hectares

Mr. Rajendra S. Chandurkar, Mr. Ranjana S. Chandurkar, Mrs. Aruna S. Chandurkar, Mrs. Asmita S. Chandurkar, Mrs. Sunita S. Chandurkar, Mrs. Parvatibai S. Chandurkar, Mrs. Bhulabai Chandurkar, Mrs. Vachhalabai Shrikhande, Mrs. Shakunbai Kuradkar

Sale Deed dated December 16, 1998.

Soya Division

Rs.3,64,000/-

10. Village Malegaon Nagpur

0.81 hectares

Mr. Ramesh Keshav Dange

Sale Deed dated December 31, 1999.

Soya Division

Rs. 4,86,000/-

158

D. Our Company is the owner of the following properties for its WIND MILL DIVISION.

Sr. No.

Location

Area Vendor Freehold Activities Consideration

1. Village Mandure

4 Hectares Enercon Windfarms Tamil Nadu Private Limited (“EWTPL”)

Sale Deed dated December 13, 2001.

Wind Energy Converters

Rs. 3,00,000/-

2. Village Mandure

4 Hectares EWTPL Sale Deed dated December 13, 2001.

Wind Energy Converters

Rs. 3,00,000/-

3. Village Mandure

30 Rakbas EWTPL Sale Deed dated December 13, 2001.

Wind Energy Converters

Rs. 45,000/-

E. Our Company is the owner of the following properties for its REAL ESTATE DIVISION:

Sr. No.

Location

Area Vendor Freehold Activities

Consideration

Remarks

1. Nagpur 9702.61 sq. mtrs.

The Executive Board of Methodist Church in India

Development rights Agreement dated December 10, 2003

Development and construction of building on the plot of land belonging to Methodist Church

Rs. 6,99,65,520/Note 1

The Agreement is registered.

2. Nagpur 11.82.46 square meters, plus 185.804 square meters main bungalow and servant quarters 92.90 square meters.

The Executive Board of Methodist Church in India

Sale Deed dated May 13, 2004

Construction of residential and commercial premises.

Rs. 85,27,760/-

The Sale Deed is registered.

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Sr. No.

Location

Area Vendor Freehold Activities

Consideration

Remarks

3. Nagpur 1005.00square meters, plus 185.804 square meters main bungalow and servant quarters 92.90 square meters

The Executive Board of Methodist Church in India

Sale Deed dated May 13, 2004

Construction of residential and commercial premises.

Rs. 72,47,940/-

The Sale Deed is registered.

4. Nagpur Uma Infrastructures Private Limited (“Uma Infrastructures”) & Jagdamba Roller Flour Mills Private Limited (“Jagdamba”) & Mr. Satish Goel, Mr. Aditya Goel & Mrs. Uma Goel, as Confirming Parties

Development rights Agreement dated June 17, 2006

Development and construction of building on the plot of land belonging to Uma Infrastructures & Jagdamba Roller & Flour Mills Private Limited

Note 2 The Agreement is registered

Note: 1. The main terms and conditions of the said Agreement

(i) Our Company has paid Rs. 6,99,65,520/- for the development rights granted by the Methodist Church;

(ii) Our Company is entitled to enter the said plot and construct the building thereon in accordance with the sanctioned building plans;

(iii) Our Company shall be entitled to the available FSI as also any additional FSI that may become available in respect of the plot;

(iv) Our Company is required to obtain all necessary clearances, sanctions, NOCs, certificates as may be required to develop the said plot;

(v) Our Company is entitled to sell the premises in the buildings to be developed to the third party purchasers and receive consideration from them;

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(vi) Our Company has to bear stamp duty and registration charges on the Agreement;

(vii) Other terms and conditions are standard as are normally covered in the development agreement.

2. The main terms and conditions of the said Agreement

(viii) Our Company has paid Rs. 2,05,53,858/- for the development rights granted by Uma Infrastructure and Jagdamba, in proportion mentioned therein;

(ix) Our Company is entitled to enter the said plots and construct the building thereon in accordance with the sanctioned building plans;

(x) Our Company is required to obtain all necessary clearances, sanctions, NOCs, certificates as may be required to develop the said plot;

(xi) Our Company is entitled to sell the premises in the buildings to be developed to the third party purchasers and receive consideration from them;

(xii) Our Company has to bear stamp duty and registration charges on the Agreement;

(xiii) Uma Infrastructure and Jagdamba have agreed to transfer their interest in the plots of land in favour of the association of purchasers of the flats in the buildings to be constructed;

(xiv) The Confirming Parties, who have adjoining plots to the said plots have agreed to amalgamate their plots with the said plots;

Our Company is a party as a confirming party to six different sale deeds executed by The Executive Board of Methodist Church in India and Uma Infrastructures, Jagdamba, Mr. Satish Goel, Mr. Aditya Goel and Mrs. Uma Goel, as purchaser’s whereunder The Executive Board of Methodist Church in India has sold different plots of land to each of the purchasers. Our Company has been made party to the said sale deeds since Our Company has obtained development rights in respect the plots sold to these purchasers. The consideration payable by the purchasers in terms of these sale deeds has been paid by the purchasers to Our Company. F. Our Company is using/owener the following properties for its mining activities :

Sr. No.

Location

Area Vendor Freehold Activities

Consideration

Remarks

1. Village Dehari, Betul

4.314 hectares.

Mr. Harichand, Mr. Ramcharan, Mr. Raghu, Mrs. Kastorabai

Sale Deed dated May 8, 1997

Mining. Rs.1,60,000/-

----

2. Village Dehari, Betul

1.942 hectares

Mr. Marji V. Bomlia and Mr. Thunni V. Chore

Sale Deed dated May 8, 1997

Mining. Rs.72,000/- ----

3. Village Dehari, Betul

1.821 hectares

Mr. Marji V. Bomlia and Mr. Thunni V. Chore

Sale Deed dated November 25, 1999

Mining. Rs.1,08,000/-

The Director of Our Company Mr. Satish Goel owns the

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Sr. No.

Location

Area Vendor Freehold Activities

Consideration

Remarks

Property. The Sale Deed is registered. Our Company has initiated the process to transfer the property in the name of Our Company.

G. Our Company is the owner of the following properties.

Sr. No.

Location

Area Vendor Freehold Activities

Consideration

Remarks

1. Raipur. 2.398 rakba.

Mr. Kanhaiyalal Sale Deed dated December 7, 1987.

- Rs. 7,216/- The Sale Deed is duly registered.

2. Raipur 2.428 rakba.

Mr. Muralilal. Sale Deed dated December 7, 1987.

- Rs. 7,200/- The Sale Deed is duly registered.

3. Raipur 3.088 rakba

Mrs. Ahiliyabai. Sale Deed dated December 7, 1987.

- Rs. 9,156/- The Sale Deed is duly registered and stamped.

4. Raipur. 4.614 rakba.

Mrs. Kapurabai. Sale Deed dated December 7, 1987.

- Rs. 13,680/- The Sale Deed is duly registered.

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Sr. No.

Location

Area Vendor Freehold Activities

Consideration

Remarks

5. Raipur 2.383 rakba

Mrs. Bhagvatibai, Mrs Bhubneshwari and Mr. Murarilal.

Sale Deed dated December 7, 1987.

- Rs. 6,988/- The Sale Deed is duly registered.

6. Raipur. 2.590 rakba.

Mr. Harakram Sale Deed dated December 7, 1987.

- Rs. 7,680/- The Sale Deed is duly registered.

Note: Our Company has owns a plot of land admeasuring 3.524 rakba, of which Our Company holds “Property Register Card” instead of “Title Deeds”. Our Company has leased the following premises to Pradeepkumar Dhoot, the details are as follows. Sr. No.

Location

Area Lessee Leasehold Activities

Consideration

1. Raipur 4.614 rakba.

Pradeepkumar N. Dhoot. -– Lessee

Lease Deed dated June 15, 1998

- Pradeep Kumar shall purchase 14000 shares of Our Company valued at 2,10,000/- and thereafter he shall pay Rs. 2,121/- to Our Company as yearly rent. The Lease Deed is for a period of 99 years from June 15, 1998 to June 14, 2097.

2. Raipur 16.41 rakba

Pradeepkumar N. Dhoot. -– Lessee

Lease Deed dated June 15, 1998

- Pradeepkumar shall purchase 50000 shares of Our Company valued at 7,50,000/- and thereafter he shall pay Rs. 7,575/- to Our Company as yearly rent. The Lease Deed is for a period of 99 years from June 15, 1998 to June 14, 2097.

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KEY INDUSTRY REGULATIONS

Steel The economic reforms initiated by the Government since 1991 have added new dimensions to industrial growth in general and steel industry in particular. Licensing requirement for capacity creation has been abolished, except for certain locational restrictions. Steel industry has been removed from the list of industries reserved for the public sector. Automatic approval of FDI upto 100% is now available. Price and distribution controls have been removed from January, 1992, with a view to make the steel industry efficient and competitive. Restrictions on external trade, both in import and export have been relaxed. Import duty rates have been reduced drastically. Certain other policy measures such as reduction in import duty of capital goods, convertibility of rupee on trade account, permission to mobilise resources from overseas financial markets and rationalisation of existing tax structure for a period of time have also benefited the Indian Steel Industry. There are no specific laws, rules and regulations applicable to the steel industry. Laws relating to custom, excise, sales-tax, labour, factory and related matters etc. are applicable to Our Company as they are applicable to other manufacturing establishments. The New Industrial policy has opened up the steel sector for private investment by (a) Removing it from the list of industries reserved for public sector and (b) Exempting it from compulsory licensing. Imports of foreign technology as well as foreign direct investment are freely permitted up to certain limits under the automatic route. The liberalization of industrial policy and other initiatives taken by the Government have given a definite impetus for entry, participation and growth of the private sector in the steel industry. While the existing units are being modernized/expanded, a large number of new/green-field steel plants have also come up in different parts of the country based on modern, cost effective, state of-the-art technologies. Real Estate All states in our country (except perhaps Jammu & Kashmir) have well laid down rules and regulations concerning land, or real estate development. In terms of the Environmental Impact Assessment, no construction activity shall be initiated unless the Competent Authority approves the plans and till the environmental clearance has been obtained. There are no specific regulations in India governing the real estate industry. Set for the below are certain significant legislation and regulations that generally govern this industry in India: a) General Real Estate Division of Our Company engaged in the business of real estate development may be required to obtain licenses and approvals depending upon the prevailing laws and regulations applicable in the relevant state and/or local governing bodies like Municipal Corporations, Fire Department, Environmental Department, etc. For details of such approvals please see "Government and Other Approvals" on page [•].

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The Maharashtra Ownership Flats (Regulation of the Promotion of Construction, Sale, Management and Transfer) Act, 1963 (“MOFA”). (i) MOFA applies all over the Maharashtra State. (ii) Provisions of MOFA apply to Promoter (as defined in MOFA)/Developer who intends to construct a block or building of flats on ownership basis. (iii) MOFA prescribes general liabilities of Promoter and other related provisions. (iv) Under the rules, model form of Agreement to be entered between Promoter and Flat Purchasers is prescribed. (v) Under MOFA, Promoter is required to enter into a written Agreement for sale of flat with each flat purchaser who purchases flats and the agreement contains prescribed particulars with relevant copies of documents and these agreements are required to be registered compulsorily. b) The Bombay Stamp Act, 1958. (i) Development Agreement: under the Act 1% Stamp Duty on consideration/Market value whichever is more is payable. (ii) Power of Attorney: if stamp duty is paid, as above, on development agreement then stamp duty payable is only Rs. 100/- (iii) Agreement with flat owners: Concessional stamp duty is provided for residential units and stamp duty on commercial units is reduced to 5% which was earlier 10% c) Building and Other Construction Workers (Regulation of Employment and

Conditions of Service) Act, 1996 The Central Government enacted the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 ("BOCWA") as a comprehensive central legislation governing construction worker. The BOCWA aims at regulating the employment and conditions of service of construction workers and to provide for their safety, financial health among other welfare measures. Under the BOCWA every employer employing ten or more building workers for building or construction work in the past twelve months must apply for registration of the establishment. The BOCWA vests the responsibility of providing for immediate assistance in case of accidents, old age pension, loans for construction of house, premia for group insurance, financial assistance for education, to meet medical expenses, maternity benefits etc to beneficiaries under the BOCWA on the Building and Other Construction Workers Welfare Board. The BOWCA also prescribes health and safety measures for the construction workers. For this purpose comprehensive Central Rules i.e. Building and other Construction Workers (Regulation of Service and Conditions of Service) Central Rules, 1998 have been notified by the Central Government. d) Building and Other Construction Workers' Welfare Cess Act, 1996 The Building and Other Construction Workers Welfare Cess Act, 1996 ("Cess Act") came into force with effect from August 19,1996 to provide for the levy and collection of cess on the cost of construction incurred by the employer with a view to augmenting the resources of the Building and Other Construction Workers Welfare Board constituted under the BOCWA. Under the Cess Act, cess amount is levied and collected from the employer, within 30 days of completion of construction project, at such rate not exceeding two per cent but not less than one per cent of the cost of the construction. Besides the above, other laws governing the real estate would involve land acquisition, land revenue code, town planning and laws having general applicability such as

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custom, excise, sales-tax, labour and related matters etc. are applicable to Our Company as they are applicable to other establishments. e) FOREIGN INVESTMENT REGULATIONS Foreign Ownership Subject to certain conditions and guidelines, the Economic Policy and FEMA permit up to 100% FDI in development of townships, infrastructure and development projects which include construction of houses, commercial, premises, hotels, resort, hospitals, educational institutions, recreational facilities and city and regional level infrastructure. In case of FIIS this would again be subject the investment limits prescribed for FIIs. Under the Portfolio Investment Scheme, the overall issue of equity shares to FII on a repatriation basis should not exceed 24% of post-issue paid-up capital of the company. However, the limit of 24% can be raised up to the permitted sectoral cap for that company after approval of the board of directors and shareholders of the company. The offer of equity shares to a single FII cannot exceed 10% of the post-issue paid-up capital of the Company or 5% of the total paid-up capital in case such sub-account is a foreign corporate or an individual. In respect of an FII investing in equity shares of a company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of that company.

Soya Soya being a minor oil seed, the same is exempted from all regulatory controls as are applicable to major oil seeds. The Ministry of Food and Consumer Affairs, recently formed after the merger of the Ministry of Food and Ministry of Civil Supplies, Consumer Affairs and Public Distribution, is responsible for the management of food economy of the country. It undertakes various activities such as procurement of food grains, building up and maintenance of food stocks, their storage, movement and delivery to the distributing agencies. The Ministry keeps a close watch on production, stock and price level of food grains, and makes efforts to ensure their adequate availability at reasonable prices in different parts of the country.

The Food Processing Industry is regulated both by general laws as well as the specific laws applicable to the industry. The general laws would inter alia include laws relating to excise, customs, factory, labour, environment etc. related matters. The specific laws would inter alia include Oils, Deoiled Meal and Edible Flour Control Order 1967 which control the production and distribution of solvent extracted oils, de-oiled meals, edible oil seed flours and hydrogenated vegetable oils (vanaspati), Prevention of Food Adulteration Act, 1954, Essential Commodities Act, 1955.

Mining

The Mines and Minerals (Development and Regulation) Act, 1957, the Mines Act, 1952, together with the Mineral Concession Rules, 1960, and the Mineral Conservation and Development Rules, 1988 framed under these legislations constitute the basic laws, rules and regulations governing the mining sector in India. The health and safety of the workers is governed by the Mines Rules, 1955, which prescribe the duties of the owner (defined as the proprietor, lessee or an agent) to manage mines and mining operation and the health and safety in mines, the number of working hours in mines, the minimum wage rates, and other related matters. The Union Legislature has framed the Mines Rules, 1955, Metalliferous Mines Regulations, 1961, and the Maternity Benefit

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(Mines) Rules, 1963, etc for the benefit and safety of the workmen employed in the mining sector.

The Mineral Concession Rules, 1960 outline the procedures and conditions for obtaining a Prospecting License and Mining Lease. The Mineral Conservation and Development Rules, 1988 lay down the guidelines for ensuring mining on a scientific basis, while at the same time, conserving the environment. The provisions of Mineral Concession Rules and Mineral Conservation and Development Rules are, however, not applicable to coal, atomic minerals and minor minerals. The minor minerals are separately notified and come under the purview of the respective State Governments. The State Governments have for this purpose formulated the Minor Mineral Concession Rules.

The Mineral Policy of the Central Government that was announced in the year 1993, opened up the mining sector to private investment and exploitation. It also allowed Foreign Direct Investment (“FDI”), which has helped major trans-national mining companies to enter the mining sector in India. Further, the Government has formulated the National Mineral Policy, which was revised in 1994 to permit private investment in exploration and exploitation of 13 specified minerals.

Vide Press Note No. 3 (1993 Series) the Government notified that the minerals which were initially reserved only for the public sector are now open for the private sector.

In terms of The Environmental Impact Assessment Notification, 1994 issued by the Ministry of Environment & Forest under the Environment Protection Act, 1986 site clearance should be obtained from the Central Government before undertaking any prospecting and exploration exercise and approval under the Forest (Conservation) Act, 1980 has to be obtained in case of involvement of forestland.

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OUR HISTORY AND CERTAIN CORPORATE MATTERS Our History & Background Our Company was originally incorporated as Goel Agro Forestry and Finance Private Limited with the Registrar of Companies Madhya Pradesh and Chhattisgarh on 28-03-1985 with the main objective of undertaking social forestry. On 01-09-1993 Our Company’s name was changed to Goel Agro Industries Private Limited with an intention to enter into solvent extraction business and to set up a solvent extraction plant with Soya as the raw material. Subsequently on 04-11-1993 Our Company was converted into a public Limited and name was changed to Goel Agro Industries Limited. Our Company’s name was again changed to Ind Agro Synergy Limited on 01-09-1994. The main reason behind changing the name from Goel Agro Industries Limited to Ind Agro Synergy Limited was to weed out the impression of a family run business which the word “Goel” conveyed. In 1994 Our Company set up a 500 TPD capacity solvent extraction plant at Village Malegaon of Saoner Tahsil of Nagpur District, Maharashtra and commenced production for the same in November 1994. In the FY year 1996 - 1997 capacity of our solvent extraction plant was enhanced from 500 TPD to 700 TPD. In the same year we also started manufacturing refined edible oil and an edible oil refinery with a capacity of 60 TPD was added. Due to shift in the focus of Our Company from social forestry to solvent extraction in the year 1997 we sold our plantation division under which we used to undertake social forestry. In the year 2000 Our Company started the wheat division. Our Company entered into an agreement with M/s Jagdamba Roller Flour Mills Pvt. Ltd., Raipur, wherein Our Company outsourced the job of manufacturing of wheat flour to Jagdamba Roller Flour Mills. For this Our Company procures wheat from Food Corporation of India and other areas, supplies it to Jagdamba Roller Flour Mill Pvt. Ltd. and obtains the finished goods for eventual selling. Presently the terms and conditions are governed by the agreement dated 10th March 2006 with effect from 1st April 2006. In the year 2001 Our Company started generation of power by setting up wind mills to be used for captive consumption at our solvent extraction plant. Our Company installed 5 windmills of 1,150 KVA at Village Venkuswade of Satara District, Maharashtra. In the FY year 2003-04, Our Company forayed into Steel for manufacturing Sponge Iron and Steel Billets by setting up Phase I of steel plant near Raigarh in Chhattisgarh with a capacity of 1,00,000 metric ton per annum (MTPA) of sponge iron and 40,000 MTPA of steel billets. This plant was commissioned in a record time of 11 months. Subsequently we also set up an 8 MW captive power plant at Phase I of our steel plant to meet the power requirement of our plant. Also, in the year 2004 capacity of our solvent extraction plant was increased from 700 TPD to 1,000 TPD and for edible oil refinery it was increased from 60 TPD to 100 TPD. In the FY year 2003 – 04 Our Company entered into Infrastructure Development by setting up a Real Estate Division. In the year 2004 – 05 we undertook a road way project wherein we received a sub contract to construct a highway. Presently we are constructing a Residential Complex at Nagpur, Maharshtra on a plot of land having FSI

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of 1.30 Lacs sq. ft. For this Our Company has entered into an Agreement for Construction dated March 23, 2006 with Pragmatic Builders Private Limited (“PBPL”). Subsequently in the year 2005–2006 Our Company set up Phase II of steel plant which consists of facilities to manufacture additional 2,00,000 MTPA of Sponge Iron and 90,000 MTA of Steel Billets. However in the FY 2005 – 06 Commercial Production for only 1,00,000 MTPA of Sponge iron started, whereas commercial production for the remaining 1,00,000 MTPA of sponge iron started only in the FY 2006 – 07. Similarly commercial production for 90,000 MTPA of Steel Billets also started in the FY 2006 – 07. We have also set up a captive power plant which will generate in all 16 MW of power. Power plant generating 8 MW has already commenced whereas we are in the final stages of installing the remaining 8 MW of captive power plant. Further, for our Phase II steel plant cost saving measures like Railway Siding, Coal Washery and Crusher Units has also been set-up. Our Company has been allotted coal and iron blocks by the Government of India to undertake mining activities for coal and iron ore. On 21-09-2005 Our Company’s name was changed from Ind Agro Synergy Limited to Ind Synergy Limited. Since the activites of Our Company was not restricted to only agro based products we deiced to change our name.

Our Milestones

Year Event 1985 • Incorporated as Goel Agro Forestry & Finance Private Limited by Mr.

Satish Goel 1994 • Set up a Solvent Extraction plant with Soya Beans as raw material

with initial capacity of 500 TPD 1997 • Capacity of Solvent Extraction Plant increased from 500 TPD to 700

TPD. • Installed Edible Oil Refinery with capacity of 60 TPD.

2000 • Started wheat division. • Trade Mark Application made for refined oil brand “Aditya”

2001 • Installed 5 Windmills of 1,150 KVA each in Satara district. 2004 • Capacity of Solvent Extraction Plant and Edible oil refinery enhanced

to 1,000 TPD and 100 TPD respectively. • Set up of Phase I of an Integrated Steel Plant near Raigarh in

Chhattisgarh with capacity of 1,00,000 MTPA Sponge Iron and 40,000 MTPA steel billets along with a captive power plant of 8 MW capacities.

• Prospecting licence for mineral zinc and associated minerals in Village Mohan Piparia of Chhindwara District, Madhya Pradesh (Area: 36.054 hectares and 4.908 hectares)

• Prospecting license for mineral iron ore admeasuring 287 hectares granted by Ministry of Coal and Mines Department, Government of India in Metabodli Village, District Kanker, Chhattisgarh

• Prospecting license for mineral iron ore admeasuring 800 hectares granted by Ministry of Coal and Mines Department of Mine, Government of India in Hahaladdi Village, District Kanker, Chhattisgarh

• Trade Mark Application made for using “Paramount Steel” in all our steel products

• Certificate of Recognisition by Office of the Joint Director General of

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Year Event Foreign Trade, Government of India as One Star Export House Government recognition in accordance with the provisions of Exim Policy

2005 • Commencement of production of Phase II of Steel Plant with a capacity of 1,00,000 MTPA of sponge iron.

• ISO 9001:2000 Certificate granted for Integrated Steel Plant for its Quality Management.

• Entered into a MOU with the Maharashtra Government to set up an integrated Steel Plant in Gadchiroli District, Maharashtra.

• Mining lease of 20 years for zinc and associate minerals in Village Dehri of Betul District, Madhya Pradesh (Area: 3.831 hectares)

2006 • Completion of remaining substantial portion of Phase II with 8MW Power generation, 90,000 MTPA Steel Billets, and remaining 1,00,000 MTPA capacity of sponge iron.

• Allocation of Coal block by Ministry of Coal Government of India in Nakia Block, Chhattisgarh

• Recommendation by Madhya Pradesh State Government to Government of India for allocation of Coal Block at Rawanwara North, Madhya Pradesh (Area: 11.9 sq. Km)

• Recommendation by Madhya Pradesh State Government to Government of India for allocation of mines for extracting zinc and associate in Village Dehri of Betul District, Madhya Pradesh (Area: 8.936 hectares)

Changes in Name

Previous Name Changed Name New Incorporation Certificate Date

Goel Agro Forestry & Finance Private Limited

Goel Agro Industries Private Limited

1st September 1993

Goel Agro Industries Private Limited

Goel Agro Industries Limited 4th November 1993

Goel Agro Industries Limited

Ind Agro Synergy Limited 1st September 1994

Ind Agro Synergy Limited Ind Synergy Limited 21st September 2005

Changes in the Registered Office of Our Company

There has been no change in the registered office of Our Company since inception.

Our Main Objects: The main objects set out in our Memorandum of Association are as under: 1. To manufacture, import, export and deal in alloys, special steels, stainless steels,

cold and hot rolled steels, all types of material required for manufacture of alloy, steel casting, fabricating, melting, rolling and forging steel and alloy steel billets, Ingots and Sponge Iron of all kinds and types or re- rolled section i.e, angles, rounds, T-iron, Pallets, squares, hexagons; octagons, rails, joints, channels, steel

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strips, sheets, plates, deformed bars, plain and cold twisted bars, bright shafting and steel structure and install coal washery, crusher unit etc..

2. To generate, receive, produce, improve, buy, sell, resell, acquire, use, transmit,

accumulate, employ, distribute, develop, handle, trade, protect, supply and to act as agent, broker, representative consultant, collaborator or otherwise to deal in electricity and power and energy in all forms using various conventional and non-conventional sources.

3. To purchase, take on lease or otherwise acquire any mining rights, mines and lands

in India or elsewhere believed to contain metallic, or mineral, saline or chemical substance Kisselghur French Chalk, China clay, bentonite and other clays, boryles, calcite and such other filler materials, earths or other ingredients including coal, ores, lignites, rock phosphate, brimstone, zinc brine, bauxite, manganese, rare earths etc. and to explore work, exercise, develop and turn to account the same.

4. To carry on the business of extraction of oil, by any means or process, whatsoever,

from Soyabean, Ricebran, oil cake, nuts, grasses or any substance yielding oil or essence and to manufacture all type of crude oils, there from refine or double refine the same and to manufacture, treat, prepare, pack, distribute, perfume or otherwise deal in import, export or all or any oils, raw materials, or any ingredients or accessories thereof or other materials or things capable of being used in connection with such manufacture or business.

5. To carry on the business of builders, developers and owners of housing complex,

cinema and concert hall, shopping complex, multiple theater, departmental store, amusement park, garden, godown, road, bridges, cannel and other infrastructure project or any business which is ancillary or incidental thereto. To carry on the business of purchase, sale, manufacture, import, export or as commission agent and to otherwise deal in any kind of foodgrains, pulses, rice, wheat and other commodities or merchandise of any description.

Our business activities are currently being carried out and in the past have been carried out in accordance with the objects as specified in our Memorandum of Association. The main objects of Our Company permit us to carry on the proposed project.

Changes in the Memorandum of Association of Our Company

Since Incorporation, the following changes have been incorporated in the Memorandum of Association of Our Company, after approval of the Members:

Sr. No. Particulars Date of Meeting

Type of Meeting

1. Increase in Authorized Share Capital from Rs. 1 lac to Rs. 20 lacs

27.10.1986 E.G.M

2. Increase in Authorized Share Capital from Rs. 20 lacs to Rs. 300 lacs

Altering the Name Clause of Our Company by changing the name as ‘Goel Agro Industries Private Limited’

07.08.1993

E.G.M.

3. Altering the Name Clause of Our Company by changing the name as ‘Goel Agro Industries Limited’ by deleting

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Sr. No. Particulars Date of Meeting

Type of Meeting

word ‘Private’

Sub division of Equity Shares of Rs. 100 each into 10 equity shares of Rs. 10 each.

27.09.1993

E.G.M.

4. Increase in Authorized Capital from Rs. 300 lacs to Rs. 800 lacs

30.03.1994 E.G.M.

5. Altering the Name Clause of Our Company by changing the name as ‘Ind Agro Synergy Limited’

22.08.1994 E.G.M.

6. Reclassification of Authorized Capital into Equity share capital of Rs.600 lacs and Preference share capital of Rs. 200 lacs

Insertion of Clauses 93 to 100 to other objects of Memorandum of Association. These clauses authorizes Our Company to carry on the business relating to producing, extracting, refining, storing, and dealing in flours, to promote, develop, generate, distribute, accumulate, transmit, supply, sell electricity by installing power plant of any kind, to purchase, take on lease or otherwise acquire any mining rights, mines and lands in India or else, to manufacture or otherwise deal with limestone, chalk, clay etc.

29.09.1997 A.G.M.

7. Insertion of Clause 101 to the Other Objects in MOA. Under this clause Our Company can undertake trading business in food grains, pulses, rice and commodity of any description.

30.09.1999 A.G.M.

8. Insertion of Clauses 102 & 103 to other objects of Memorandum of Association which gives rights to Our Company to carry on all Infrastructure related activities like construction of buildings, hotels, roads, bridges etc.

25.03.2000 E.G.M.

9. Increase in Authorized Share Capital from Rs. 800 lacs to Rs. 2500 lacs

26.07.2003 A.G.M.

10. Reclassification of Authorized Capital into Equity share capital of Rs 2500 lacs by the reason of redemption of Preference shares.

25.03.2005 E.G.M.

11. Increase in Authorized Share Capital from Rs. 2500 lacs to Rs. 5000 lacs

Altering the Name Clause of Our Company by changing the name as ‘Ind Synergy Limited’ By deleting the word ‘Agro’

Addition to the main object clause under clause III (being the object clause) by shifting the objects mentioned under “Other Objects”

30.08.2005 A.G.M.

12. Increase in Authorized Share Capital from Rs. 5000 lacs to Rs. 5500 lacs.

29.06.2006 A.G.M.

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Subsidiaries of Our Company

Our Company does not have any subsidiaries.

Shareholders’ Agreement

Our Company has no shareholder’s agreement as on the date of filing this Draft Red Herring Prospectus.

Other Agreements

1. Our Company has entered into an Operation Contract dated 1st January 2002 with Enercon (India) Limited (“EIL”) for a period of 6 years from the date of commissioning of machines i.e from 1st January 2002 for a total consideration of Rs. 41,66,171/- excluding service tax for the operation Our Company’s Wind Energy Converters (“WEC”) along with the transformers and structures. The following are of the terms and conditions of the Operation Contract: (a) During the tenure of this contract no agency other than the EIL’s personnel shall be

permitted to repair the WEC’s covered under this Operation Contract. Any breach of this condition would render the contract to be terminated without any refund of consideration already paid by Our Company to EIL.

(b) Neither party can assign the benefits of this contract without the consent of the other party.

(c) EIL shall maintain the WEC with the same diligence as a man of ordinary prudence would do and take steps to avoid any loss or damage due to imperfect workmanship of the personnel of EIL.

(d) The WEC shall be completely and regularly operated and managed by EIL. (e) The contract price shall be paid at the beginning of each year. The contract price

also includes fees towards the visit of the electrical inspector at the site. (f) The aforesaid contract is further renewable at the consent of both the parties. (g) In case of any disputes arising out of this contract, the same shall be referred to the

provisions of the Arbitration & Conciliation Act, 1996 or any statutory re-enactment thereof. The court at Mumbai shall have exclusive jurisdiction to resolve the matter.

2. Our Company has entered into a maintenance contract dated 1st January 2002 with EIL for the maintenance of the WEC for a period of 6 years from the date of commissioning of machines i.e from 1st January 2002 for a total consideration of Rs. 17,85,502/- excluding service tax for the maintenance of Our Company’s Wind Energy Converters (“WEC”) along with the transformers and structures. The following are of the terms and conditions of the maintenance contract:

(a) During the tenure of this contract no agency other than the EIL’s personnel shall be permitted to repair the WEC’s covered under this maintenance contract. Any breach of this condition would render the contract to be terminated without any refund of consideration already paid by Our Company to EIL.

(b) Neither party can assign the benefits of this contract without the consent of the other party.

(c) EIL shall maintain the WEC with the same diligence as a man of ordinary prudence would do and take steps to avoid any loss or damage due to imperfect workmanship of the personnel of EIL. EIL shall also ensure to improve the maintenance and reliability of the WEC.

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(d) EIL guarantees a generation of 22.5 kwh lacs p.a. subject to 100% grid availability. EIL shall further compensate Our Company against any shortfall at the prevailing Maharashtra State Electricity Board purchase rate.

(e) The aforesaid contract is further renewable at the consent of both the parties.

(f) The contract price shall be paid at the beginning of each year. The contract price also includes the replacement of the spare parts.

(g) In case of any disputes arising out of this contract, the same shall be referred to the provisions of the Arbitration & Conciliation Act, 1996 or any statutory re-enactment thereof. The court at Mumbai shall have exclusive jurisdiction to resolve the matter.

3. Our Company has entered into a Memorandum of Understanding (“MOU”) dated 5th March 2003 with the Chhattisgarh State Industrial Development Corporation (“CSIDC”) for manufacturing facilities of sponge iron, steel billets and coal washery thereby agreeing to invest a total amount of Rs. 41,300 lacs, out of which Rs. 14,700 lacs would be made in the First Phase. The following are the main terms and conditions of the MOU:

(a) CSIDC shall facilitate Our Company to procure from the Chhattisgarh State Government (“the State Government”) allotment of 200 acres of land free from all encumbrances.

(b) CSIDC shall facilitate Our Company to procure permission for optimal drawal of water for the manufacturing facilities as per the prevailing policy of the State Government.

(c) CSIDC shall facilitate Our Company with the State Government recommendation to the Government of India for the allotment of captive coal mines and iron ore mines as per the policy of the Government.

(d) CSIDC shall facilitate Our Company to obtain necessary approvals, clearances and sanctions from the Ministries of Coal and Mines, Power, Steel, Environment and Forest.

(e) CSIDC shall facilitate Our Company to set up a captive power plant as per the policy of the State Government.

(f) Our Company shall make an investment of Rs. 14,700 Lacs within a period of three years from the date of taking possession of land free from all encumbrances.

(g) Our Company shall provide employment to local people as per the policy of the State Government.

4. Our Company has entered into an agreement dated 8th August 2005 with Pioneer Enviro Consultants Private Limited for consultancy services for the expansion of Our Company’s steel plant at Raigarh for a consideration of Rs. 9.50 lacs exclusive of service tax. 5. Our Company has engaged Price Waterhouse Coopers (“PWC”) as the exclusive advisors on the management and monetization of Certified Emission Reductions generated by the plant of Our Company in Green House Gas (GHG) emission reduction projects. PWC has confirmed this appointment vide their letter dated 15th August 2005. The Engagement Letter covers the scope of work and other terms and conditions as applicable to such engagement. For the services rendered by PWC, Our Company is required to pay to PWC a sum of Rs. 2 lacs as retainer fee on commencement of engagement and fixed success fee of Rs. 8 lacs payable on registration of each project. Additionally, Our Company is required to pay a success fee of 5% of the value arrived at by multiplying the total Emission Reductions for the entire crediting period with the price at which the transaction is concluded, is payable. The success fee element will be calculated as pert the agreed formula. Our Company is also required to reimburse the

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expenses and bear the service tax. Either party may terminate the engagement by giving thirty days notice in writing to the other. The Letter also contains provisions with regard to the circumstances under which either party may suspend the performance of the obligations under the contract which inter alia include existence of circumstances which in the opinion of the other party may materially and adversely affect the performance of or ability to perform its obligations under the contract etc. In case PWC has suspended the performance then PWC shall be entitled to vary its fees for the resumed performance of the contract. PWC is engaged as an exclusive financial adviser for 50% of the management and monetization of Certified Emission Reductions generated by the plant of Our Company in GHG emission reduction projects and would be engaged as adviser for the remaining 50% after the completion of the project to the satisfaction of Our Company. In case the Project Developer terminates the Letter before the completion of any transaction and the scope of work has been substantially completed by PWC, then PWC would be entitled to full success fees. 6. On 15th December 2005, Our Company and the Government of Maharashtra have executed a memorandum of understanding committing to develop the Integrated Steel Plant in Gadchiroli District, Maharashtra. 7. Our Company has entered into an Agreement dated 10th March 2006 with Jagdamba Roller Flour Mills Private Limited (JRFMPL) for the purpose of grinding wheat (as a job work) at Raipur. The main terms and conditions of the said Agreement are as follows:

(a) JRFMPL shall carry out the operation of grinding wheat for a consideration of Rs. 400/- per metric tonne. The said charges shall be further revised with the mutual consent of Our Company and JFRMPL.

(b) The consideration shall be payable by Our Company within a period of 30 days from the date of raising the bill by JRFMPL. Our Company shall be liable to pay JRFMPL interest @ 1% for any delay in the payment of the charges.

(c) Our Company shall provide JFRMPL with the packaging material duly printed.

(d) JFRMPL shall maintain proper records for the materials received for grinding and for the production of finished goods.

(e) Our Company shall bear the unloading charges and loading charges of finished goods including the charges for the labourers.

(f) Our Company shall reimburse JFRMPL with all the expenditure incurred on account of freight, taxes etc.

(g) Our Company shall bear all the taxes whether levied by local, State or Central Government on grinding job work.

(h) The aforesaid Agreement is valid for a period of one year commencing from 1st April 2006 to 31st March 2007.

8. Our Company has entered into an Agreement for Construction dated 23rd March 2006 with Pragmatic Builders Private Limited (“PBPL”) for the construction of residential apartments on part of the Plot bearing CTS No.1677, Khasra No.177, Mouza Sitapuldi, Civil Lines, Nagpur. The following are some of the important terms and conditions of the contract:

(a) The construction shall be carried out strictly in accordance with the drawing and specifications as prescribed by the architect.

(b) If there are any changes in the drawings made by architect and as a result any changes in the quantities of raw materials would be required, the same will not entitle PBPL to receive any additional remuneration.

(c) It shall be the responsibility of PBPL to ensure the timely supply of raw materials and labour.

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(d) It shall be the responsibility of PBPL to duly comply with all the provisions of the Contract Labour (Regulation and Abolitions) Act, 1970, the Maharashtra Contract Labour (Regulation and Abolition) Rules, 1971 and the Minimum Wages Act, 1948 and all other statutory provisions including but not limited to the payment of wages to the labourers.

(e) The construction shall be completed within a period of 18 months from the date of the Agreement. On account of any delay in the completion of the construction, PBPL shall be liable to compensate Our Company on account of the losses suffered by Our Company.

(f) PBPL shall undertake to supply all the materials required within a stipulated time for the construction except steel and cement, which shall be the responsibility of Our Company.

(g) PBPL shall insure all his labour and staff during the entire project and shall pay insurance premium from time to time.

(h) PBPL shall issue a Bank Guarantee for an amount of Rs. 20,00,000/- of a Nationalised Bank located at Nagpur in favour of Our Company. Our Company shall be entitled to invoke the same in case of delay in commencement of work, failure to achieve progress, failure to provide labour in required strength breach of any of the terms and conditions of the Agreement.

(i) In the event PBPL fails to commence the construction as per the schedule and/or delays in completion of the construction, Our Company shall be forthwith entitled to terminate the Agreement.

(j) In case of any delay, PBPL shall be liable to pay Our Company liquidated damages of Rs. 2,000/- per day during which the default continues subject to a maximum of 10% of the contact value.

(k) The defect liability period shall be for a period of 12 months after the completion of the construction or issue of the completion certificate and thereafter Our Company shall release the retention money.

(l) In case of any disputes arising out of this Agreement, the same shall be referred to the provisions of the Arbitration & Conciliation Act, 1996 or any statutory re-enactment thereof. The court at Nagpur shall have exclusive jurisdiction to resolve the matter.

9. Our Company has entered into a Memorandum of Understanding (“MOU”) dated 14th July 2006 with SMS Meer GmbH (“SMS”) to procure seamless tube mill plant (“the plant”) with a nominal production capacity of 3,00,000 seamless tubes for a contract value of Euro 5,10,60,000/-. The following are the main terms and conditions of the MOU:

(a) The plant shall be delivered to Our Company within a period of 13-15 months of confirming the order in all technical and commercial aspects.

(b) 15% of the contract value shall be paid by Our Company within a period of 15 days July 14, 2006; 80% on dispatch or notification of readiness of the dispatch of the plant against an irrevocable letter of credit and the balance 5 % after successful commissioning of the plant.

(c) The contract value shall include all the taxes, duties, fees and levies levied in Germany whereas all the taxes, duties, fees and levies levied outside Germany shall be borne by Our Company.

(d) SMS shall not le liable for the consequential or indirect damages such as additional production cost, loss of revenue, loss of production, earnings, profit and loss of capital etc.

(e) SMS shall depute experts for supervision for erection and commissioning of the plant.

(f) The contract value is calculated on FOB basis and shall include packaging and shall exclude duties, taxes and other charges levied outside Germany.

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(g) The MOU is conditional upon the following further conditions: i. Sanction by SMS of the export authorities including the relevant

export credit insurance agencies. ii. Sanction by Our Company of necessary approvals required in

India. iii. Opening of a letter of credit in a form and by a bank acceptable to

SMS. iv. The receipt of the advance payment. v. The financial terms are subject to further negotiations and

mutual agreements. 10. Our Company has entered into an Agreement with China Metallurgical Group Corporation (“CMGC”) dated 24th July 2006 for engineering design and equipment supply for blast furnace and sinter plant (“the machinery”) for a total value of US$ 1,77,70,000 to be installed at Village Kotmar, Raigarh. The following are the main terms and conditions of the Agreement:

(a) The machinery shall be supplied on CFR basis at Vizag /Paradip /Haldia port at India.

(b) In case, Our Company fails to issue the Letter of Credit within a period of 45 days from 24th July 2006 the contract value shall be renegotiated. The said Letter of Credit shall be valid for a period of two months.

(c) CMGC shall levy engineer’s technical service charges and technical workers service charges of US$ 180 and US$ 120 respectively per calendar day per person plus a reimbursement of daily allowance of Rs. 450 per calendar day per person.

(d) Our Company shall bear the expenses for the training of its personnel. (e) The payments to be made under the Agreement shall be made in US $ except

the reimbursements which shall be made in Indian rupees. (f) Our Company shall make direct payment for the technical services supplied

by CMGC within seven days from the receipt of the invoice. (g) CMGC shall complete all the engineering design within the a period 9.5

months from the date of this Agreement coming into force and shall deliver all the engineering drawings and documents to Our Company in English and CMGC shall bear all the expenses for the same.

(h) CMGC shall intimate to Our Company 15 days in advance of the shipment for equipment supply.

(i) CMGC shall guarantee the performance of the machinery subject to the preconditions. Our Company shall issue Certificate of Acceptance for the machinery after the successful completion of the Performance Tests.

(j) The Certificate of Acceptance shall be issued within a period of seven days from the achievement of the performance guarantee. In case, the after performing tests for three times and the performance parameters are not achieved due to CMGC default, CMGC shall be liable to a penalty.

(k) The total warranty period of the machinery is for a period of 12 months from the issue of the Certificate of Acceptance and shall not be more than 18 months from the last equipment delivery.

(l) The machinery shall be insured at the cost of Our Company at 110% of the total invoice value against all risks including cargo marine insurance.

(m) All the taxes, duties, charges, levies as levied by the Government of India shall be borne and paid by Our Company.

(n) Our Company and CMGC shall be entitled to terminate the Agreement on mutual terms and conditions. Either party may terminate the Agreement if they fail to meet the obligations under the Agreement.

(o) All the disputes and differences arising pursuant to the Agreement shall be resolved by the parties in accordance with Singapore International

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Arbitration Centre in accordance with the rules set by the United Nations Commission on the International Trade Law.

11. Our Company has entered into a Power Purchase Agreement (“the Agreement”) dated 30th June 2006 with Chhattisgarh State Electricity Board (“CSEB”), to sell to CSEB surplus power generated from the contracted capacity of 01 MW at the captive power plant subject to the provisions contained in the Electricity Act, 2003. The following are the main terms and conditions of the Agreement:

(a) CSEB shall pay to Our Company for the power supplied @ Rs. 2.32 per unit at load factor 70% and above, calculated on declared monthly schedule power on monthly basis. For the power supplied at load factor of below 70%, the applicable rate shall be Rs. 2.32 x load factor in % / 70. The aforesaid rates are inclusive of all taxes, duties, surcharge etc.

(b) The contracted capacity can be increased or decreased by a mutual agreement between Our Company and CSEB.

(c) Our Company shall abide the grid discipline as per the provisions of the State Electricity Grid Code and shall maintain technical parameters regarding voltage, frequency, power factor, within the limit as per prudent utility practices.

(d) Our Company’s representative and CSEB shall jointly take a monthly reading in respect of the power supplied to CSEB on the last day of each billing month and Our Company shall submit a monthly invoice to CSEB after each monthly meter reading supported by the documents.

(e) CSEB shall make the payment within 30 days from the date of receipt of the bill. Our Company shall allow a rebate of 2 % on the billed amount for supply of power if the payment is made by CSEB within 7 days from the date of presentation of the bill. In case if the payment is made after 30 days, a surcharge of 1.25 % per month shall be paid by CSEB.

(f) The reactive power drawn by Our Company while supplying power shall be billed by CSEB @ 27 paise as approved by CSEB from time to time.

(g) The meters shall be deemed to have working satisfactorily if the errors as determined in the tests are within the permissible limits as allowed in the relevant IS specifications or I.E. Rules, 1956 applicable to high precision energy meters.

(h) Any disputes arising out of this Agreement between the parties shall be referred to arbitration of two arbitrators, one to be appointed by each party and an umpire shall be appointed by the arbitrators before entering upon the reference. The decision or award of the arbitrator shall be final and binding on the parties and the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification thereof for the time being in force shall apply. The venue of arbitration shall be Raipur.

(i) The Agreement shall be valid for a period of one year from the date of actual supply of power and shall cease to operate automatically without any notice after completion of one year.

(j) Either party can terminate the Agreement during the currency of the agreement by serving three months notice.

(k) Our Company shall indemnify CSEB with the damages, which may occur to CSEB’s personnel during the operation of the interconnection. The Courts at Raipur shall have exclusive jurisdiction to resolve any disputes and claims arising out of this Agreement.

12. Our Company has engaged Ernst & Young (“E&Y”) to act as an advisor for the proposed 16MW power plant set up from the waste heat generated from Our Company’s steel power plant with regard to the Kyoto Protocol under the United Nations Framework Convention to Climate Change. The proposed project would help reducing

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the Green House Effect and is entitled to CDM benefits under the Kyoto Protocol. The Engagement Letter covers the scope of work and other terms and conditions as applicable to such engagement. E&Y has confirmed their appointment vide Letter dated 19th July 2006. Our Company is required to pay a fee of Rs. 8,00,000/- for the Project Design Document. An initial fee of Rs. 1,00,000/- would be payable by Our Company on signing of this Letter, another Rs. 1,00,000/- on obtaining approval from the host country depending on the Indian Designated National Authority and the balance Rs. 6,00,000/- within two months of registration of the project or completion of Certified Emission Reduction (“CER”) transaction whichever is earlier. An additional success fee of 5% of the total amount received by Our Company against the sale of CER would be payable to E&Y after the realisation of sale proceeds by Our Company. The fees payable are exclusive of service tax. The engagement shall not be construed either as joint venture or a partnership, principal- agent relationship between the parties. Neither party shall assign the benefits of this engagement without the prior consent of the other party. The engagement shall continue until the completion of the project unless terminated by the parties. Any disputes arising out of this engagement shall be first referred to mediation and later if not resolved then shall be referred to arbitration in accordance with the rules prescribed in the Engagement Letter and Rules of Indian Council of Arbitration. 13. Our Company has proposed to enter into a Memorandum of Understanding with the Madhya Pradesh Trade and Investment Facilitation Corporation Limited (“MPTIFC” for setting up of a zinc smelting plant, ferro manganese and thermal power plant whereby Our Company shall invest Rs. 2,00,000 Lacs in two phases (Rs. 89,500 Lacs in Phase I and Rs. 1,10,500 Lacs in phase II) and the Madhya Pradesh Government shall facilitate Our Company in providing various facilities viz. power, water,land etc. The Apex Level Investment Promotion Empowered Committee vide its letter dated December 21, 2005 have proposed to sanction about 1000 acres of land at Village Rawanwadi for the power project plant and at Village Pipariya for zinc beneficiation plant and 100 acres of land at Village Mohan Pipariya at Madhya Pradesh Except as stated otherwise in this Draft Red Herring Prospectus and the agreements, which have been entered in regular course of business, there are no other agreements, which are subsisting as on date. Strategic Partners Presently, Our Company does not have any strategic partners. Financial Partners Presently, Our Company does not have any financial partners.

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OUR MANAGEMENT

BOARD OF DIRECTORS

Our Company is currently managed by Board of Directors comprising of 10 (Ten) Directors. Mr. Satish Goel is the Executive Chairman and Mr. Aditya Goel is the Managing Director of Our Company. They are in-charge of the overall management of Our Company subject to the supervision, control and direction of the Board. They are well supported by professional and technically qualified team of executives specified in operations, finance, marketing, Legal and Personnel. The following table sets forth the details regarding our Board of Directors as on the date of filing of this Draft Red Herring Prospectus. Sr. No.

Name, Age, Designation, Address & Occupation of Director

Other Directorships/Partnerships

1. Mr. Satish Goel (50) Executive Chairman “Ramkunj”,6,Daga Layout, North Ambazari Road, Nagpur – 440 033 Occupation : Industrialist

• Ind Power Limited • Uma Infrastructure Private Limited • Chhattisgarh Captive Coal Mining Limited • Satish Goel Enterprise Private Limited

2. Mr. Aditya Goel (25) Managing Director “Ramkunj”,6,Daga Layout, North Ambazari Road, Nagpur – 440 033 Occupation : Industrialist

• Ind Power Limited • Ind Mineral Explorers Private Limited • Ind Multimedia Private Limited

3. Mr. Sarvottam Nayak (60) Executive Director 203/8, Saurabh Co. Op Hsg. Society, Karve Nagar, Pune – 411 052 Occupation: Service

• --

4. Mrs. Uma Goel (45) Non Executive Director “Ramkunj”,6,Daga Layout, North Ambazari Road, Nagpur – 400 033 Occupation: Social Worker

• Satish Goel Enterprise Private Limited

5. Mr. Satyendra Narayan Singh (58) Non-Executive Director Ashtha Plot No. 5, Satpur, MIDC(Anadavali) Pipeline Road, Nashik – 422 013 Occupation: Consultant

--

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Sr. No.

Name, Age, Designation, Address & Occupation of Director

Other Directorships/Partnerships

6. Mr. Kamal Kishore Sharma (73) Non Executive Director & Independent Director 202,2nd Floor, Kamptee Road Sadodaya Enclave, Kadbi Chowk, Nagpur – 440 013 Occupation: Retired

--

7. Mr. Sunil Agrawal (41) Non-Executive Director & Independent Director Pool Bhogada, Jahangirabad, Bhopal – 462 020 Occupation: Industrialist

• G.S.Roller Flour Mills Private Limited

8. Mr. Dinesh Chandra Jugran (61) Non-Executive Director & Independent Director 3,Amra Kunj,Valmi Road, Bhopal – 420 016 Occupation: Retired IPS Officer

--

9. Mr. Shankar Narayanan (60) Non-Executive Director & Independent Director HIG-87, Bag-Mugalia Extension, Bhopal – 462 043 Occupation: Retired IAS Officer

--

10. Mr. Satyanarayan Nuwal (54) Non-Executive Director & Independent Director 37, Kanchipura, Ramdaspeth, Nagpur – 440 010 Occupation: Business

• Economic Explosives Limited • Solar Capitals Limited • Solar Components Private Limited • Solar Industries Limited • Solar Processors (P) Limited • Mahakal Projects Private Limited • Mahakal Infrastructure Private Limited • Solar Explosives Limited

Brief Profile of our Directors:

1. MR. SATISH GOEL (50) Mr. Satish Goel, aged 50 years, is the Executive Chairman of Our Company. He has two and half decades of business experience.He was associated with the family run business of timber as a Partner in Orient Timber Company.

He promoted Our Company in the year 1985 with the objective of undertaking the business of Social forestry. Under his leadership Our Company then diversified into Solvent Extraction in 1994 and further diversified into Steel, Power, Real Estate & Mining activities. Over this period, from the inception till date, he has to his credit successful completion of various expansion plans undertaken by Our Company, to name a few, increase of Soya Crushing Capacity from 500 TPD to 1,000 TPD, increase of Edible Oil Refinery from 60 TPD to 100 TPD etc.

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As the Chairman, he is actively involved in the day-to-day operations of Our Company. He holds senior positions in various Associations. Presently he is Chairman of Chhattisgarh Sponge Iron Processors Association, Raipur. He was also the Vice President of Soya Bean Oil Processors Association, Indore.

2. MR. ADITYA GOEL (25) Mr. Aditya Goel, aged 25 years, is Managing Director of Our Company. He is Bachelor in Commerce from Magadh University. Being involved in the family business from a very young age, he has gained valuable insights about the business and the industry. Under his leadership Our Company has set up the Integrated Steel Plant near Raigarh in Chhattisgarh with an installed capacity of 3,00,000 MTPA Sponge Iron and 130,000 MTPA steel billets. He has also taken an active role in the setting up of the Captive Power Plant near Raigarh in Chhattisgarh.

As the Managing Director, he is actively involved in the day-to-day operations of Our Company specifically overlooking the production, finance and technology related areas.

3. Mr. Sarvottam Nayak (60) Mr. Sarvottam Nayak, aged 60 years, is an Executive Director of Our Company. He is a graduate by qualification. He is mainly responsible for operation of our steel division located at Raigarh district .He has an overall experience of about 30 years in banking and finance and has worked with a Public Sector Bank, Bank of India as the General Manager. He availed voluntary retirement from Bank of India. He was appointed as an Executive Director of Our Company w.e.f. 31.05.2006. 4. Mrs. Uma Goel (50)

Mrs. Uma Goel, aged 45 years, is a director of Our Company. She is a housewife and social worker.

5. Mr. Satyendra Narayan Singh (58) Mr. Satyendra Narayan Singh, aged 58 years, is an Non-Executive Director of Our Company. He is a Metallurgical Graduate by qualification. He has worked in various companies in the Steel Industry in different capacities, for eg. as Executive Director of Jindal Steels & Power Ltd and Lloyds Steels And Industries Limited, as President in Ispat Industries Limited, as Vice President in Essar Steels Limited, as Director in Swaroop Steels Limited, as Manager in Zenith Limited and as Shift in charge in Alloy Steels Limited. During his tenure in various capacities, he has turned around several sick steel plants. He has competence in making standard grades of steels either as long or flat products using any type of input materials such as DRI’s, Scrap, Hot metal/Pig Iron etc. He has provided consultancy services to numerous companies Lloyds Steels Limited, Sunflag Limited, Raipur Alloys and Steel Limited, Nalwa Metals in India and for one project each in Sudan, Dubai and Oman. 6. Mr. Kamal Kishore Sharma (73) Mr. Kamal Kishore Sharma, aged 73 years, is a Non- Executive and Independent Director of Our Company. He has been associated with Our Company since inception.

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He is the Chairman of the Audit, Remuneration and Shareholder Grievance Committee of Our Company. He has done his Masters Degree in commerce. He had a working experience of 35 years with Madhya Pradesh Government. He was an Additional Director with Department of Industries, Madhya Pradesh Government before he retired. 7. Mr. Sunil Agrawal (41)

Mr. Sunil Agrawal, aged 41 Years, is a Non - Executive and Independent Director of Our Company. He has done his BBA. After completion of his studies, he started his own business. He joined Our Company as a director w.e.f. 31.03.2004. He is also director with G.S. Roller Flour Mills Private Limited whose main business is to deal in wheat products. He has business experience of more than the 15 years.

8. Mr. Dinesh Chandra Jugran (61) Mr. Dinesh Chandra Jugran, aged 61 years, is an Non-Executive and Independent Director of Our Company. He is a retired IPS Officer. He Joined IPS in the year 1966 and retired as Director General of Police in 2005 after 39 years of distinguished service. He held various key positions during his tenure, like, Director General of Police, Madhya Pradesh, IGP Adm., IGP Bhilai Zone(Naxalite Zone), Addl. D.G.(Law & order), Director Security & Vigilance-Air India, Director Security IX Asian games, Specially deputed to oversee the conduct of Common Wealth Games 1982 of Brisbane(Australia), Director Security (Access Control) Non – aligned Meet, Deputy Director, Enforcement Directorate, Superintendent Of Police Datia/Bhind/Morena & DIG Chambal Range. He has also made a significant contribution in the field of Hindi Literature. Two of his collections of Hindi poetry were published in 1997 and 2003 have been widely acclaimed by the well-known critics of contemporary Hindi literary circle. 9. Mr. Shankar Narayanan (60) Mr. Shankar Narayanan, aged 60 years, is a Non-Executive and Independent Director of Our Company. He is a retired IAS officer. He joined Our Company as an additional director of Our Company from 31.05.2006. 10. Mr. Satyanarayan Nuwal (54) Mr. Satyanarayan Nuwal, aged 54 years, is a Non-Executive and Independent Director of Our Company. He started his career by trading in explosives and explosives accessories. He established a Company for manufacturing explosives in the name and style of Solar Explosives Limited under the flagship of Solar Group of Companies. He is the promoter and founder Director of Solar Group of Companies. Borrowing Powers of the Board The Board of Directors of Our Company has the power to borrow Rs. 3,00,000 Lacs in terms of the Resolutions passed (Under Section 293(1)(a) & 293(1) (d), by the Members at their A.G.M. on 29.06.2006

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Extracts of Resolution of borrowing powers passed in the Annual general meeting held on June 29, 2006. “RESOLVED THAT in suppression of the resolution limiting the borrowing power of the Board of Directors of Our Company up to Rs. 1,20,000 Lacs passed by Our Company at the General Meeting held on the 30.08.2005 the Board of Directors of Our Company be and is hereby authorised under section 293(1)(d) and other applicable provision, if any, of the Companies Act, to borrow money from time to time up to a limit not exceeding in the aggregate Rs. 3,00,000 Lacs notwithstanding that money to be borrowed, together with the money already borrowed by Our Company (apart from temporary loans obtained from Our Company’s bankers in the ordinary course of business) exceed the aggregate of the paid-up capital and its free reserves (i.e. reserves not set apart for any specific purposes.)” Compensation to Chairman / Managing Director / Executive Director Mr. Satish Goel (Executive Chairman): Mr. Satish Goel, who is also one of the promoters of Our Company, was originally appointed as the Executive Director of Our Company on 28th June 1993. He was then elevated as the Managing Director of Our Company on 25th June 1996. In the EGM held on 27th March 2006 he was appointed as the Executive Chairman of Our Company for a period of 5 Years w.e.f. 1st April 2006. Our Company has issued letter of appointment dated 27th March 2006 to Mr. Satish Goel valid for five years effective from 1st April 2006. The letter issued to Mr. Satish Goel inter alia includes about remuneration / perquisites to be paid to him, plus other terms and conditions of his appointment as an Executive Chairman. Remuneration of Mr. Satish Goel as per the EGM resolution is in accordance with the following terms and conditions: Salary : Rs.2,00,000/- per month w.e.f. 1st April 2006 Perquisites & Allowances : In addition to salary, Mr. Satish Goel shall be entitled to

the perquisites and allowances like accommodation furnished or otherwise or House Rent Allowance in lieu of thereof House Maintenance Allowance together with reimbursement of expenses/allowance for utilization of gas, electricity, water furnishing and repairs, medical reimbursement, Education allowance, Leave travel Concession, Club Fees, premium for medical insurance and all other payments in the nature of perquisite and allowances as agreed by the Board of Directors up to Rs. 96,000/- per month, subject to overall ceiling of remuneration stipulated in Section 198 and 309 of the Companies Act.

However, the above mentioned terms were revised in the AGM held on 29th June 2006 effective from 1st April 2006. The Revised Remuneration of Mr. Satish Goel is in accordance with the following terms and conditions:

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Salary : Rs.7,50,000/- per month Perquisites & Allowances : In addition to salary, Mr. Satish Goel shall be entitled to

the perquisites and allowances like accommodation furnished or otherwise or House Rent Allowance in lieu of thereof House Maintenance Allowance together with reimbursement of expenses/allowance for utilization of gas, electricity, water furnishing and repairs, medical reimbursement, Education allowance, Leave travel Concession, Club Fees, premium for medical insurance and all other payments in the nature of perquisite and allowances as agreed by the Board of Directors up to Rs. 85,000/- per month, subject to overall ceiling of remuneration stipulated in Section 198 and 309 of the Companies Act.

Mr. Aditya Goel (Managing Director): Mr. Aditya Goel who is also one of the promoter was initially appointed as the Additional Director of Our Company in the Board Meeting held on 14th February 2003. He was then made the Executive Director of Our Company on 6th July 2003 and was approved by the shareholders in the AGM held on 26th July 2003. During 2005 he was elevated as the Managing Director of Our Company for a period of five years as approved by the shareholders at the AGM held on 30th August 2005. However his period of five years will commence from the date of his original appointment as Executive Director i.e. w.e.f. 6th July 2003 Our Company has issued letter of appointment dated 30th August 2005 which will be valid for a period of five years from the date of his appointment as executive director i.e. w.e.f. 6th July 2003. The letter issued to Mr. Aditya Goel inter alia includes about remuneration / perquisites to be paid to him, plus other terms and conditions of his appointment as Managing Director. The Remuneration of Mr. Aditya Goel as per the AGM resolution is in accordance with the following terms and conditions: Salary : Rs.1,50,000/- per month w.e.f 6th July 2003 Perquisites & Allowances : In addition to salary, Mr. Satish Goel shall be entitled to

the perquisites and allowances like accommodation furnished or otherwise or House Rent Allowance in lieu of thereof House Maintenance Allowance together with reimbursement of expenses/allowance for utilization of gas, electricity, water furnishing and repairs, medical reimbursement, Education allowance, Leave travel Concession, Club Fees, premium for medical insurance and all other payments in the nature of perquisite and allowances as agreed by the Board of Directors up to Rs. 72,000/- per month, subject to overall ceiling of remuneration stipulated in Section 198 and 309 of the Companies Act.

However, the above mentioned terms were revised in the AGM held on 29th June 2006 effective from 6th July 2003.

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The Revised Remuneration of Mr. Aditya Goel is in accordance with the following terms and conditions: Salary : Rs.7,50,000/- per month Perquisites & Allowances : In addition to salary, Mr. Aditya Goel shall be entitled to

the perquisites and allowances like accommodation furnished or otherwise or House Rent Allowance in lieu of thereof House Maintenance Allowance together with reimbursement of expenses/allowance for utilization of gas electricity water furnishing and repairs, medical reimbursement, Education allowance, Leave travel Concession, Club Fees, premium for medical insurance and all other payments in the nature of perquisite and allowances as agreed by the Board of Directors up to Rs. 85,000/- per month, subject to overall ceiling of remuneration stipulated in Section 198 and 309 of the Companies Act.

Mr. Sarvottam Nayak (Executive Director) : He was appointed as the Additional Director in the Board Meeting held on 19th January 2006. He was then appointed as the Executive Director in the Board Meeting held on 31st May 2006 and approved by members in the AGM held on 29th June 2006 for a period of 5 years w.e.f 31st May ,2006. The remuneration of Mr. Sarvottam Nayak is in accordance with the following terms and conditions: Salary : Rs.34,000/- per month Perquisites & Allowances : In addition to salary, Mr. Sarvottam Nayak shall be

entitled to the perquisites and allowances like accommodation (furnished or otherwise or House Rent Allowance in lieu of thereof House Maintenance Allowance together with reimbursement of expenses/allowance for utilization of gas electricity water furnishing and repairs, medical reimbursement, Education allowance, Leave travel Concession, club fees, premium for medical insurance and all other payments in the nature of perquisite and allowances as agreed by the Board of Directors up to Rs.18,000/- per month, subject to overall ceiling of remuneration stipulated in Section 198 and 309 of the Companies Act.

Corporate Governance Our Company has taken necessary steps to implement the provisions of the Corporate Governance. The constitution of our Board of Directors is in compliance with the Companies Act, SEBI Guidelines and Listing Agreements of the Stock Exchanges. Composition of Board of Directors Sr.No.

Name of the Director Nature of Directorship Date of Expiry of terms

1 Mr. Satish Goel Executive Chairman 31st March 2011 2 Mr. Aditya Goel Managing Director 5th July 2008 3 Mrs. Uma Goel Non-Executive Director Retire by rotation

186

Sr.No.

Name of the Director Nature of Directorship Date of Expiry of terms

4 Mr. Sarvottam Nayak Executive Director 30th May 2011 5 Mr. Satyendra Narayan Singh Non-Executive Director Retire by rotation 6 Mr. Kamal Kishore Sharma Non-Executive &

Independent Director Retire by rotation

7 Mr. Sunil Agrawal Non-Executive & Independent Director

Retire by rotation

8 Mr. Dinesh Chandra Jugran Non-Executive & Independent Director

Retire by rotation

9 Mr. Shankar Narayanan Non-Executive & Independent Director

Retire by rotation

10 Mr. Satyanarayan Nuwal Non-Executive & Independent Director

Retire by rotation

Audit Committee The Audit Committee was reconstituted by the Board of Directors on August 01, 2006. The terms of reference of Audit Committee complies with the requirements of Clause 49 of the listing Agreement to be entered into with the Stock Exchanges. The composition of the Audit Committee is as under:

Mr. Vijay Modi who is Our Company Secretary of Our Company will be Secretary of the committee. The Audit Committee will deal with all the matters relating to financial reporting, internal controls, risk management, related party transactions etc. and will report to the Board on the matters. The Audit Committee shall review the following aspects of the business of Our Company:

i) Review the unaudited half yearly and annual accounts of Our Company. ii) Oversee Our Company’s financial reporting process and the disclosure of its

financial information to ensure that the financial statement is correct, sufficient and credible.

iii) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

iv) Reviewing with the management the annual financial statements before submission to the Board, with primary focus on: a. Any changes in accounting policies and practices b. Major accounting entries based on exercise of judgement by management c. Qualification in draft audit report d. Significant adjustments arising out of audit e. The going concern assumptions f. Compliance with accounting standards

Sr.No.

Name of the Director Designation Nature of Directorship

1 Mr. Kamal Kishore Sharma

Chairman Non-Executive & Independent Director

2 Mr. Sunil Agrawal Member Non-Executive & Independent Director

3 Mr. Satyanarayan Nuwal

Member Non-Executive & Independent Director

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g. Any related party transactions i.e., transactions of Our Company of material nature, with promoters or the management, their subsidiaries or relative etc., that may have potential conflict with the interests of company at large.

v) Reviewing with Management, external and internal auditors, the adequacy of internal control systems.

vi) Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

vii) Discussions with internal auditors any significant findings and follow-up there-on.

viii) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

ix) Discussion with statutory auditors before the audit commences, on the nature and scope of audit as well as have post-audit discussion to ascertain any areas of concern.

x) Reviewing Our Company’s financial and risk management policies. xi) To look into and review the reasons for substantial defaults, if any, in

payments to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

xii) The Chairman of the Audit Committee shall be present at the Annual General Meeting of Our Company to provide any clarification on queries from the shareholders

Remuneration Committee The Remuneration Committee was reconstituted by the Board of Directors on August 01, 2006. The composition of the Remuneration Committee is as under: Composition of Remuneration Committee Sr.No.

Name of the Director Designation Nature of Directorship/Designation

1 Mr. Kamal Kishore Sharma

Chairman Non-Executive & Independent Director

2 Mr. Sunil Agrawal Member Non-Executive & Independent Director

3 Mr. Satyanarayan Nuwal

Member Non-Executive & Independent Director

Mr. Vijay Modi who is Our Company Secretary of Our Company will be Secretary of the committee. The remuneration Committee will look after the remuneration of the Executive and Non Executive Directors in terms of the provisions of the Companies Act 1956 and the rules made there read along with the listing agreements with the Stock Exchanges. Shareholders Grievance Committee The Shareholders Grievance Committee was constituted by the Board of Directors at its meeting held on August 01, 2006. This committee will look after the redressal of

188

shareholders complaints like transfer of shares, non-receipt of annual report and others. The meeting will be held at regular intervals to review and ensure that all the investor’s grievances are addressed within a period of 7-10 days from the receipt of complaint. Composition of Shareholders Grievance Committee Sr.No.

Name of the Director Designation Nature of Directorship

1 Mr. KamalKishore Sharma

Chairman Non-Executive & Independent Director

2 Mr. Sunil Agrawal Member Non-Executive & Independent Director

3 Mr. Sarvottam Nayak Member Executive Director Mr. Vijay Modi who is Our Company Secretary of Our Company will be Secretary of the committee. Policy on Disclosures and Internal Procedure for Prevention of Insider Trading We will comply with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 after the listing of company’s shares on BSE and NSE. Mr. Vijay Modi, Our Company secretary and the compliance officer is responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the code of conduct under the overall supervision of the board. Shareholdings of the directors of Our Company As per the Articles of Association of Our Company, a director is not required to hold any shares in Our Company to qualify him for the office of Director of Our Company. However, shareholding of the directors of Our Company are as under: Sr. No Name of the Director No. of shares % of Pre-issue

Paid up share capital

1. Mr. Satish Goel 40,56,000 13.07 2 Mr. Aditya Goel 18,29,200 5.89 3 Mrs.Uma Goel 33,87,000 10.91 Interest of the Directors All the Directors of Our Company may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or Committee thereof as well as to the extent of other remuneration, reimbursement of expenses payable to them under the Articles of Association. All the Directors may also be deemed to be interested to the extent of equity shares, if any, already held by them and/or their friends and relatives in Ind Synergy Limited, or that may be subscribed for and allotted to them, out of the present Issue in terms of the Draft Red Herring Prospectus and also to the extent of any dividend payable to them and other distributions in respect of the said equity shares.

189

All Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by us with any company in which they hold directorships or any partnership firm in which they are partners as declared in their respective declarations. Our Company has entered into contracts with the group company Jagdamba Roller Flour Mills Private Limited, in which the director of Our Company Mr. Aditya Goel was a director, for using the premises of Jagdamba Roller Flour Mills Private Limited for its registered office. Similarly, the directors Mr. Aditya Goel and Mrs. Uma Goel have given their premises to Our Company on rental basis for Our Company’s administrative office. Our Company has also entered into a job work contract with Jagdamba Roller Flour Mills Private Limited for grinding of wheat. Besides these, during the year, Our Company had borrowed certain amounts from the directors, which Our Company has repaid to the concerned directors. To these extent the concerned directors of Our Company may be deemed as interested. The Directors may also be regarded as interested in the equity shares, if any, held by them or that may be subscribed by and allotted to the companies, firms and trust, in which they are interested as directors, members, partners and/or trustees. Except as stated otherwise in this Draft Red Herring Prospectus, we have not entered into any contracts, agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which the Directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements which are proposed to be made to them. Directors Remuneration for the year ended 31st March 2006 Sr.No Name of the Director Sitting

fees per meeting

Salaries/ Perquisites

(In Rs.)

Commission Total (In Rs.)

1. Mr. Satish Goel - 25,66,660 - 25,66,660 2 Mr. Aditya Goel - 18,45,290 - 18,45,290 3 Mr. Sarvottam Nayak - - - - 4 Mr. Satyendra Narayan

Singh - - - -

5 Mrs.Uma Goel - - - - 6 Mr. Kamal Kishore

Sharma - - - -

7 Mr. Sunil Agrawal - - - - 8 Mr. Dinesh Chandra

Jugran - - - -

9 Mr. Shankar Narayanan - - - - 10 Mr. Satyanarayan Nuwal - - - -

190

Changes in the Board of Directors during the last three years Sr. No

Name of the Director Date of Appointmen

t by the Board

Date of Appointment by the Members

Date of resignatio

n

Reasons/Remarks

1 Mr. Vijay K Gupta 31.03.2004 - 29.06.2006 On rotation, retired as Director

2 Mr. Ravindra Kataria 27-08-1996 - 02.03.2004 Resigned. On repayment of finance availed from the lender, nominee director ceased to be the Director.

3 Mr. Sunil Agrawal 31.03.2004 27.09.2004 - Appointed as Director 4 Mr. Sarvottam Nayak 31.05.2006 29.06.2006 - Appointed as Executive

Director 5 Mr. Satyendra

Narayan Singh 31.05.2006 29.06.2006 - Appointed as Director

6 Mr. Dinesh Chandra Jugran

31.05.2006 29.06.2006 - Appointed as Director

7 Mr. Shankar Narayanan

31.05.2006 29.06.2006 - Appointed as Director

8 Mr. Satyanarayan Nuwal

31.05.2006 29.06.2006 - Appointed as Director

Management Organization Structure

191

Chairman

Managing Director

Corporate Level

BDH

CFO

Company Secretary

VP Technical

VP commercial steel

VP Mktg. steel divn

Incharge SMS

Incharge DRI

Incharge Mech. Main works

GM Project

GM E&I

Gen. Manager HRD

Soya Division

VP Finance

GM Purchase

GM works

Wheat

VP Commercial

GM Finance

Real Estate Division

Sr. Civil Engg. Incharge of Project

Dy. ManagerMktg.

Manager PR

Mining Division

HOD

VP

AGM

Steel & Power Division

192

Key Management Personnel

Sr. No

Name Designation Qualification

Date of Joining

Experience in Years

Responsibilities

Previously Employed with

Corporate Level 1. Mr. Manoj

Kakani Chief Financial Officer

ACS, ICWA, M.Com, LIII, C.A. -inter

31.03.2004 3 Overall responsibility of Accounts & Finance Division.

Siddharth Tubes Ltd

2. Mr. Vijay Modi

Company Secretary

B.Com (Hons). LLB, FCS

01.08.2006 21 Overall responsibility for Secretarial Matters

KLT Automotive and Tubular Products Limited

3. Mr. S. Hariharan

Business Development Head

M.Com & CAIIB

18.07.2006 38 Overall responsibility of Business Development

Bank of India

Steel Division 4. Mr. Praveen

Kumar Gaur

Vice President Technical

BE (Mech) 18.05.2006 18 In charge of Plant

Ispat Industries Limited

5. Mr. Pradeep Kumar Agarwal

Vice President – Commercial

BSc

01.12.1999 24 In charge of Commercial(Steel, Power and Soya Division)

Prestige Foods Ltd

6. Mr. Anand Mardikar

Vice President Commercial

BE, MBA, GDMM

18.05.2006 34 In charge of Purchase of Raw Materials

Star Pipe Products, Houston, USA

7. Mr. Amol Udhoji

General Manager (S.M.S and Environment & Pollution Control)

Diploma in Metallurgy

21.05.2004 19 In charge of S.M.S. Division

Ispat Godavari Limited

193

Sr. No

Name Designation Qualification

Date of Joining

Experience in Years

Responsibilities

Previously Employed with

8. Mr. Sudhir Choudhary

General Manager, Project

BE (Mech) 15.04.2006 27 Overall in charge of Phase III project

Lloyds Steel Industries Limited

9. Mr. Satyendra Kumar

General Manager (E&I)

BE (Elect) 05.06.2006

18

Electrical In charge

Vallabh Steels Limited

10. Mr. K.H.M. Jayadeva

General Manager, HRD

B.A., LLB, 19.06.2006 27 In charge of HRD Department(Steel & Power Division)

Maharashtra Seamless Ltd.

11. Mr. K.N.V. Ramana

Asstt GM (Process)

Diploma in Metallurgy

23.06.2004 12 In charge of DRI Rotary Kiln

Nova Iron & Steel Limited

12. Mr. S.K. Biswas

Dy. General Manager (Mech)

BE (Mech), Chartered Engineer

27.03.2006 18 In charge of Mechanical Maint. Work

13. Mr. I. K. Prasad

Deputy General Manager (HRD & Legal)

BA , MBA, LLB,

27.03.2006 13 Looks after the Personnel & Admn. Work (Steel and Power Division

SUPERPACK (Bajaj Steel Industries Ltd.)

Soya Division

14. Mr. Ganesh Adiga

Vice President Finance

ACA, BCom 01.04.1994 20 In charge of Accounts of Soya Division

Chemicon P. Ltd, B’lore

15. Mr. Madan Lal Sharma

General Manager Works

B.Sc (IInd part)

01.05.2006 23 In charge for Production Activities Soya Division

Krishna Oil Ext. Ltd. Indore

194

Sr. No

Name Designation Qualification

Date of Joining

Experience in Years

Responsibilities

Previously Employed with

16. Mr. Yugal Kishore Pandey

General Manager Purchase

MSc, LLB, Persuing MBA

04.10.1994 16 In charge for Purchase of Soya

Rajadhiraj Industries

Wheat Division 17. Mr.

Satyadeep Sahukar

Vice President Commercial

MBA, MSc 01.10.2001 15 In charge of Commercial Activities

Jagdamba Roller Mills Limited

18. Mr. Ashish Kumar Ash

General Manager Accounts

M.Com 01.10.2001 10 In charge for Accounts & Finance

Jagdamba Roller Mills Limited

Real Estate Division 19. Mr. Sanjay

B. Pathrabe Sr.Civil Engineer

B.E. (Civil), M.E. (Structures)

01.08.2006 15 In charge of Projects

Walchand College of Engineering

20. Mr. Ashish K Kevathe

Deputy Manager Marketing,

B.E.(Civil) 06.02.2006 5 In charge of Marketing Real Estate Divn.

Rachna Construction Company Limited

21. Mr. Prakash Patel

Manager Personnel Relations

B.Com, M.I.R.P.M.

07.11.2004 9 General Administration & Liasioning

M/s Artifacts Projects

Mining Division 22. Mr. Bimal

Arora H.O.D BE (Mech),

PG (Mech) 14.06.2006 37 In charge

of Mining Division

Western Coalfields Limited

23. Mr. Shiv Prasad Mahakud

Vice President M.Sc. 01.04.2003 33 In charge of Geological Activities & Mineral Investigation.

Director, Geological Survey of India

195

Sr. No

Name Designation Qualification

Date of Joining

Experience in Years

Responsibilities

Previously Employed with

24. Mr. Mohan Rangadale

Assistant General Manager

M.Sc (Goelogy), PGDBM

01.12.2004 16 Liasioning work related to mining

Sanvijay Rolling and Engineering Limited

Brief Profile of our Key Managerial Personnel

1. Mr. Manoj Kakani, aged 30, is the chief Financial Officer of Our Company. He is a Qualified Company secretary and ICWA by qualification. He has also done his M.Com. He is with Our Company from March 2004. He is overall responsible for the Accounts and Finance Division.

2. Mr. Vijay Modi, aged 50, is serving as Company Secretary of Our Company. He is a

Qualified FCS with an experience of 2 decades in Company Secretarial and Legal Functions. He has worked as a company secretary with Manugraph India Limited for 18 years.

3. Mr. S. Hariharan, aged 60, joined Our Company in the year 2006. He is presently

working in Our Company as the Business Development Head. He holds a masters degree in commerce. He has also done his CAIIB. He was previously working with Bank of India for 38 years and was the General Manager of the bank before he joined Our Company.

4. Mr. Praveen Kumar Gaur, aged 45, is a B.E. (Mechanical) by qualification. He has

an experience of 18 years. Before joining Our Company, he was working with Ispat Industries Limited as the Assistant Vice President. At present he is working as the Vice President (technical) in Our Company. He is in charge of our steel plant at Raigad.

5. Mr. Pradeep Kumar Agarwal, aged 43, is Vice President - Commercial (steel, power

and soya division) of Our Company. He has done his BSc (Mechanical) from Rajasthan University. He is joined Our Company in the year 1999. He has an experience of 24 years in manufacturing industry.

6. Mr. Anand Mardikar, aged 58, has done his B.E. (Metallurgy) from Nagpur. He has

also done his PGDBM from XLRI, Jamshedpur. He has an experience of 34 years. He is in charge for the purchase of Raw Materials for our steel division.

7. Mr. Amol Udhoji, aged 43, is a Metallurgical Engineer. He was working with Ispat

Godavari Limited as the DGM before joining Our Company. He joined Our Company in the year 2004. He is in charge of our Steel Melt Shop (S.M.S.). He also looks after the environment and pollution related matters.

8. Mr. Sudhir Choudhary, aged 57, is B.E. (Mechanical) by qualification and has

about 27 years of experience in the steel industry. Before joining Our Company, he was with Lloyds Steel Industries Limited as DGM Project. In Our Company, He is overall in charge of the Phase III project.

9. Mr. Satyendra Kumar, aged 51, is B.E. (Electrical) by qualification. He has done his

B.E. (Electrical) from Banglore University. He is the Electrical in-charge of the Steel

196

Division of Our Company. Before joining Our Company he was associated with Vallabh Steels Limited as the General Manger.

10. Mr. K.H.M. Jayadeva, aged 49, is a LLB, with specialisaton in labour Laws. He has

an experience of 27 years. He is General Manager (HRD) of Our Company. Before joining Our Company, he was with Maharashtra Seamless Limited, a Jindal Group Company.

11. Mr. K.N.V. Ramana, aged 32, has done his diploma in Metallurgy from Andhra

Pradesh. He has an experience of 12 years in the steel industry. He is incharge of the Direct Reducing Iron (DRI) Rotary Kiln in the steel division of Our Company.

12. Mr. S.K. Biswas, aged 42, is a BE (Mechanical) and a Chartered Engineer by

qualification. He has an experience of 18 years in the process industries. He is in charge of the Mechanical Maintenance work at Steel Division of Our Company.

13. Mr. I.K. Prasad, aged 46, has done his LLB with specialization in labour laws. He

has also done his M.B.A. in Personnel Management. He has an experience of 13 years in the field of Personnel Management. Before joining Our Company, he was associated with Superpack (Bajaj Steel Industries Limited). He looks after Personnel and Administration work of our steel division and power division.

14. Mr. Ganesh Adiga, aged 45, is a qualified Chartered Accountant. He has an

experience of 20 years in the field of accounts and Banking. He is responsible for all the accounts and finance related work of soya division. He has been associated with Our Company for the last 13 years.

15. Mr. Madan Lal Sharma, aged 48, has done his BSc (II Part) from Rajasthan

University. He is in charge of the production activities of the Soya Division. 16. Mr. Yugal Kishor Pandey, aged 38, holds a Masters degree in science. He is also a

law graduate and is currently perusing M.B.A. He has an experience of 16 years in commercial and liasioning activity. He is in charge of the purchase division of Soya Division of Our Company.

17. Mr. Satyadeep Sahukar, aged 43, has done his MSc and MBA. He has an

experience of 15 years in the manufacturing industry. He is in charge of the Commercial Activities of the wheat division of Our Company.

18. Mr. Ashish Kumar Ash, aged 42, has a master’s degree in commerce. He has an

experience of 10 years. He was previously working with Jagdamba Roller Flour Mills Limited. He looks after the accounts and finance related activities of our wheat division.

19. Mr. Sanjay B. Pathrabe, aged 40, has done his B.E. (Civil) and M.E. (Structures).

He has an experience of 15 years in the field of engineering. He is in charge of all the projects undertaken under the Real Estate Division. His work includes supervision and control of execution of civil work, estimation and costing, etc.

20. Mr. Ashish Kevathe, aged 31, is a B.E. (Civil). He has an experience of 5 years. He

was associated with Rachna Construction Limited before joining Our Company. He is incharge of the marketing of the Real Estate Division.

21. Mr. Prakash Patel, aged 34, is a B.Com by qualification. He has also done his

M.I.R.P.M. He was previously working with Artifacts Projects before joining Our

197

Company. He is responsible for General Administration and Liasioning work of the Real Estate Division.

22. Mr. Bimal Arora, aged 59, has done his PG (Mechanical) from Ranchi. He also holds

Black Belt in Six Sigma. He has an experience of 37 years in the mining industry. He is in charge of the mining division of Our Company. Before joining our organization he was working with Western Coalfields Limited.

23. Mr. Shiv Prasad Mahakud, aged 63, is a M.Sc (Geology). He has an experience of 33

years in the fields of mapping and mineral investigation. He was previously the Director of the Geological Survey of India. He is at present looking after the Geological Activities and Mineral Investigation of Our Company.

24. Mr. Mohan Rangadale, 42, has done his M.Sc (Geology) from Pune University. He

has also done his Post Graduate Diploma in Business Management (PGDBM). He has an experience of 16 years. He is associated as an Assistant General Manager in the Mining Division of Our Company. He looks after the Liasioning work for the mining division.

Shareholding of Key Managerial Personnel

None of the Key Managerial Personnel in Our Company hold any shares of Our Company as on the date of filing of this Draft Red Herring Prospectus, except as stated under:

Sr. No.

Name Designation No. of Shares

1. Mr. Ganesh Adiga Vice President Finance (Soya) 1,000

2. Mr. Satyadeep Sahukar Vice President Commercial (Wheat)

400

3. Mr. Pradeep Agrawal Vice President Commercial (Steel)

10,000

4. Mr. Yugal Kishore Pandey General Manager Purchase (Soya)

4,000

Total 15,400

Bonus or Profit Sharing Plan for the Key Managerial Personnel

Our Company does not have any bonus/profit sharing plan for any of the employees, Directors, Key Managerial personnel. Changes in the Key Managerial Personnel during last 3 years

Sr. No Name Date of

appointment Date of

Resignation Reason

1. Mr. Hari Gopal 16.08.2003 15.11.2005 Resigned

2. Mr. Nilose Shashikant 30.11.2004 01.05.2006 Resigned

3. Mr. N.M. Patel 04.10.1993 30.09.2003 Resigned

4. Mr. S.K.Tiwari 17.09.2003 30.11.2004 Resigned

5. Mr. Deepak Muradia 01.05.2004 30.06.2004 Resigned

198

Sr. No Name Date of

appointment Date of

Resignation Reason

6. Mr.Kekre 12.06.2003 31.12.2004 Resigned

7. Sandeep Tiwari

01.03.2004 01.05.2006 Resigned

8. Mr. Vijay Modi 01.08.2006 -- Joined

9. Mr. Manoj Kakani 31.03.2004 -- Joined

10. Mr. S. Hariharan 01.08.2006 -- Joined

11. Mr. Praveen Kumar Gaur 18.05.2006 -- Joined

12. Mr. Amol Udhoji 21.05.2006 -- Joined

13. Mr. Sudhir Choudhary 15.04.2006 -- Joined

14. Mr. Anand Mardikar 18.05.2006 -- Joined

15. Mr. Satyendra Kumar 05.06.2006 -- Joined

16. Mr. K.H.M. Jayadeva 19.06.2006 -- Joined

17. Mr. K.N.V. Ramana 23.06.2004 -- Joined

18. Mr. S.K. Biswas 27.03.2006 -- Joined

19. Mr. I.K. Prasad 27.03.2006 -- Joined

20. Mr. Madan Lal Sharma 01.05.2006 -- Joined

21. Mr. Sanjay B. Pathrabe 01.08.2006 -- Joined

22. Mr. Ashish K Kevathe 06.02.2006 -- Joined

23. Mr. Prakash Patel 07.11.2004 -- Joined

24. Mr. Bimal Arora 14.06.2006 -- Joined

25. Mr. Mohan Rangadale 01.12.2004 -- Joined Notes 1. All the Key Managerial Personnel are permanent employees of Our Company.

2. There is no understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above mentioned personnel have been recruited.

Employees

As on 31st August 2006 we have 793 permanent employees, which comprise of managers, office staff, skilled, semi-skilled and un-skilled labourers. For contract labour requirement, Our Company uses the services of labour contractors, who provide labour, as per our requirement. Further details regarding the employees are given under the head “Manpower” appearing on page [•].

ESOP/ESPS Scheme to Employees

Presently, we do not have ESOP/ESPS scheme for employees.

Payment or Benefit to Our Officers

Except for the payment of salaries and yearly bonus, we do not provide any other benefit to our employees.

199

PROMOTERS AND THEIR BACKGROUND

The Promoters of Our Company are Mr. Satish Goel, Mr. Aditya Goel, Mrs. Uma Goel and Uma Infrastructure Limited.

MR. SATISH GOEL Mr. Satish Goel, aged 50 years, son of Late Mr. Murari Lal Goel, is the founder Promoter and Chairman of Our Company. He has two and half decades of business experience. He is a Bachelor in Commerce by qualification. He was associated with the family run business of timber as a Partner in Orient Timber Company.

He then promoted Our Company in the year 1985 with the objective of undertaking the business of Social forestry. Under his leadership Our Company then diversified into Solvent Extraction in 1994 and further diversified into Steel, Power, Real Estate & Mining activities. Over this period, from the inception till date, he has to his credit successful completion of various expansion plans undertaken by Our Company, to name a few, increase of Soya Crushing Capacity from 500 TPD to 1000 TPD, increase of Edible Oil Refinery from 60 TPD to 100 TPD etc.

He has also promoted Uma Plantation Private Limited in 1990 (now known as Uma Infrastructure Private Limited), Ind Mineral Explorers Private Limited in 1999, Ind Power Ltd in 2004 and Satish Goel Enterprises Private Limited in 2005.

As an Executive Chairman, he is actively involved in the day to day operations of Our Company.

He holds senior positions in various Associations. Presently he is Chairman of Chhattisgarh Sponge Iron Processors Association, Raipur. He was also the Vice President of Soya Bean Oil Processors Association, Indore.

Driving License No.: MISS/19/2009/R

Voter ID Card No.: NA

PAN: ADCPG6437C

Passport No.: Z-147492

DIN: 00055876

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MR. ADITYA GOEL

Mr. Aditya Goel, aged 25 years, son of Mr. Satish Goel, is Managing Director of Our Company.

He is Bachelor in Commerce from Magadh University.

Being involved in the family business from a very young age, he has gained valuable insights about the business and the industry. Under his leadership Our Company has set up the Integrated Steel Plant near Raigarh in Chhattisgarh with an installed capacity of 3,00,000 MTPA Sponge Iron and 130,000 MTPA steel billets. He has also taken an active role in the setting up of the Captive Power Plant near Raigarh in Chhattisgarh.

As the Managing Director, he is actively involved in the day to day operations of Our Company specifically overlooking the production, finance and technology related areas.

He has co-promoted Ind Mineral Explorers Private Limited in 1999, Ind Power Ltd in 2004 and has promoted Ind Multi Media Limited in 2005.

Driving License No.: A/6018/R

Voter ID Card No.: NA

PAN: AEYPG2476G

Passport No.:E8670879

DIN: 00062273

Mrs. Uma Goel

Mrs. Uma Goel, aged 45 years, wife of Mr. Satish Goel, is a director of Our Company.

She is a housewife and social worker.

Driving License No.: N.A.

Voter ID Card No.: N.A.

PAN: ADCPG6438P

Passport No.: E8671548

DIN: 00351127

PROMOTER COMPANY

A) Uma Infrastructure Private Limited The Company was incorporated under the provisions of the Companies Act on 24th July 1990 as a private limited company vide Certificate of Incorporation No. 10-05928 of 1990, issued by the Registrar of Companies, Madhya Pradesh, Gwalior as Uma Plantations Private Limited. The Company was formed with the main objects to carry on the business of Plantation and related activities. However, during the year 2006 the name of the Company was changed from Uma Plantations Private Limited to Uma

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Infrastructure Private Limited and fresh certificate of incorporation dated 4th January 2006 was issued. This name change was done since the company intends to enter into Infrastructure Business. The existing promoters of the Company are Mr. Satish Goel, Mrs. Uma Goel and Mr. Aditya Goel. The registered office of the Company is situated at 624, Urla Industrial Complex, Raipur, Chhattisgarh- 493221 There has been no change in the management of the Company since inception. Board of Directors Sr. No Name

1 Mr. C.B. Sharma 2 Mr. Satish Goel

Shareholding Pattern of the Company

Sr. No Name of the Shareholder No of Shares

Percentage of total shareholding

Promoters 1. Mr. Satish Goel 15,200 0.95 2. Mr. Aditya Goel 19,000 1.18

3. Mrs. Uma Goel 6,75,100 42.09

Others 8,94,700 55.78

Total 16,04,000 100.00

Financial Summary during the last three years:

Rs. in Lacs Particulars For the year ending 31st March 2006 2005 2004 Total Income 8.63 18.73 71.04 PAT/(Loss) 7.29 15.95 64.62 Equity Share Capital 160.40 71.50 71.50 Share Application Money Nil 10.00 Nil Reserves (excluding revaluation reserve)

1011.31 203.92 187.97

Net Worth 1171.71 285.42 259.47 NAV per share (Rs.) 73.05 385.19 362.89 EPS per share (Rs.) 0.45 22.30 90.38

We have entered into a non compete agreement with Uma Infrastructure Private Limited commencing from 22nd September 2006. The key terms of the Non Compete Agreement are detailed below:

1. Our Company undertakes and obligates that it shall NOT either on its own account or in conjunction with others and whether directly or indirectly establish, develop, carry on, assist in carrying on or be engaged in concerned interested or employed in any business, enterprise or venture for plantation

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and development of infrastructure restricted to railway, major dams, airports & seaport.

2. Uma Infrastructure undertakes and obligates that it shall NOT either on its own account or in conjunction with others and whether directly or indirectly establish, develop, carry on, assist in carrying on or be engaged in concerned interested or employed in any business, enterprise or venture for business of and in infrastructure activities other than railway, major dams airports & seaport.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company, its promoters or directors. The Company has not been declared as a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is it under winding up.

The Permanent Account Number (“PAN”), Bank Account details and Passport Number of our Promoters, the Company Registration number the address of the Registrar of Companies, where the company is registered of Uma Infrastructure Private Limited have been submitted to The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited (NSE), on which Our Company proposes to list its Equity Shares at the time of filing of this Draft Red Herring Prospectus. Common Pursuits Our Promoter Company, Uma Infrastructure Private Limited (UIPL) was incorporated in 1990 to carry on the business of Plantation and related activities. However, during the year 2006 the Company changed its name from Uma Plantations Private Limited to Uma Infrastructure Private Limited with an intention to enter into Infrastructure Business. However, Our Company has entered into non compete agreement with UIPL details of which are mentioned under the Section “Promoters & Their Back ground” on Page [•]. Our group company, Ind Mineral Explorers Private Limited (IMEPL) was incorporated in 1999 to carry on the business of mining of mineral ores/precious stones. However, Our Company has entered into Non Compete agreement with IMEPL details of which are mentioned under the Section “Other Group Companies / Ventures of Promoters” on Page [•]. Our group company, Ind Power Limited (IPL) was incorporated in 2004 to carry on the business of dealing in electricity and power and energy in all forms using various conventional and non-conventional sources. However, Our Company has entered into non compete agreement with IPL details of which are mentioned under the Section “Other Group Companies / Ventures of Promoters” on Page [•]. Our group company, Satish Goel Enterprises Private Limited (SGEPL) was incorporated in 2005 to carry on the various business including Real Estate business However, Our Company has entered into non compete agreement with SGEPL details of which are mentioned under the Section “Other Group Companies / Ventures of Promoters” on Page [•].

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Interest of Promoters All our Promoters are interested in the Promotion of Our Company and are also interested to the extent of their shareholding, for which they are entitled to receive the dividend declared, if any, by Our Company. Our Promoters are also deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or committee thereof as well as to the extent of other remuneration and/or reimbursement of expenses payable to them under the Articles. The Chairman and Managing Director are interested to the extent of remuneration paid to them for services rendered to us. Further, the Promoters are interested to the extent of equity shares that they are holding and or allotted to them out of the present Issue, if any, in terms of the Draft Red Herring Prospectus and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Except as stated otherwise in this Draft Red Herring Prospectus, we have not entered into any contract, agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which the Promoters are directly or indirectly interested and no payments have been made to them in respect of these contracts, agreements or arrangements which are proposed to be made to them

Payment or Benefit to Our Promoters

For details of payments or benefits paid to the promoters, please refer to the paragraph “Compensation to Chairman and Managing Directors” in the section titled ‘Our Management’ in this Draft red Herring Prospectus. Sales or Purchase between companies in the Promoter Group There have been no sales or purchases between companies in the Promoter Group of Our Company exceeding in value in the aggregate 10% of the total sales or purchases of the Company.

Related Party Transactions The details of related party transactions have been disclosed as a part of the Auditors Report. For details, please refer page [●] of this Draft Red Herring Prospectus.

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CURRENCY OF PRESENTATION

In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to the word “Lac” or “Lac”, means “One hundred thousand” and the word “million” means “Ten Lacs” and the word “Crore” means “ten million” and the word “billion” means “One thousand million and the word “trillion” means “One thousand billion”. In this Draft Red Herring Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding off. Throughout this Draft Red Herring Prospectus, all the figures have been expressed in Lacs of Rupees, except when stated otherwise. All references to “Rupees” and “Rs.” in this Draft Red Herring Prospectus are to the legal currency of India.

DIVIDEND POLICY

Dividends may be declared at the Annual General Meeting of the Shareholders based on a recommendation by the Board of Directors. The Board of Directors may recommend dividends, at its discretion, to be paid to the members. Generally the factors that may be considered by the Board, but not limited to, before making any recommendations for the dividend include future expansion plans and capital requirements, profits earned during the financial year, cost of raising funds from alternate sources, liquidity, applicable taxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from time to time and money market conditions.

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SECTION VII – FINANCIAL INFORMATION

FINANCIAL STATEMENTS The Board of Directors, IND SYNERGY LIMITED, 624, Urla Industrial Complex, Raipur - 493221 We have examined the annexed financial information of IND SYNERGY LIMITED (‘the Company”) for the five financial years ended 31st March, 2002, 31st March, 2003, 31st March, 2004, 31st March, 2005 and 31st March, 2006 being the last date to which the accounts of the Company have been made up and audited by us. At the date of signing this report, we are not aware of any material adjustment, which would affect the result shown by these accounts in accordance with the requirement of Part II of Schedule II to the Companies Act, 1956. In accordance with the requirements of Paragraph B(1) of Part II of Schedule II to the Companies Act, 1956 (‘the Act’);The Securities and Exchange Board of India (Disclosure and investor Protection) Guidelines, 2000 (‘the SEBI Guidelines’) issued by Securities and Exchange Board of India (‘SEBI’) on January, 19, 2000 in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992 and related amendments and our terms of reference with the Company requesting us to carry out work in connection with the Offer Document as aforesaid. We report that the restated assets and liabilities of the Company as at 31st March, 2002, 31st March, 2003, 31st March, 2004, 31st March, 2005 and 31st March, 2006 are as set out in ‘Annexure 1’ to this report after making such adjustments/restatements and regrouping as in our opinion are appropriate and are subject to the Significant Accounting Policies as appearing in Annexure 3 and 4 to this report. We report that the restated profits of the Company for the financial years ended 31st March, 2001, 31st March, 2002, 31st March, 2003, 31st March, 2004, 31st March, 2005 and 31st March 2006 are as set out in ‘Annexure 2’ to this report. These profits have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regrouping as in our opinion are appropriate and are subject to the Significant Accounting Policies as appearing in ‘Annexure 4’ and notes appearing in Annexure 3 and 4 to this report. We have examined the following financial information relating to the Company

proposed to be included in the Offer Document, as approved by you and annexed to this report. i. Statement of Cash Flow as appearing in ‘Annexure 5’ to this report; ii. Accounting Ratios as appearing in ‘Annexure 6’ to this report; iii. Statement of Unsecured Loans as appearing in ‘Annexure 7’ to this report. iv. Statement of Debtors as appearing in ‘Annexure 8’ to this report. v. Details of loans and advances as appearing in ‘Annexure 9’ to this report; vi. Statement of Dividends as appearing in ‘Annexure 10’ to this report; vii. Capitalisation Statement as appearing in ‘Annexure 11’ to this report; viii. Statement of Secured Loans as appearing in ‘Annexure 12’ to this report. ix. Details of Contingent Liabilities as appearing in ‘Annexure 13’ to this report; x. Statement of Related Parties transactions as appearing in ‘Annexure 14’ to

this report. xi. Statement of Tax Shelter as appearing in ‘Annexure 15’ to this report. xii. Significant changes in the Accounting Policies as appearing ‘Annexure 16’ to

this report. xiii. Details of other income as appearing in ‘Annexure 17’ to this report.

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xiv. Material Development Occurred after the audited balance sheet date as appearing in ‘Annexure 18’ to this report.

In our opinion the above financial information of the Company read with Significant Accounting Policies enclosed in Annexure 3 to this report, after making adjustments/restatements and regroupings as considered appropriate and subject to certain matters as stated in Notes to the Statements, has been prepared in accordance with Part II of Schedule II of the Act and the SEBI Guidelines.

This report is intended solely for your information and for inclusion in the Offer Document in connection with the specific Public Offer of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For Deshpande Malu & Co., Chartered Accountants (P C Jain) Partner Membership No: 70164 Place: Raipur

Date: 19th September 2006

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Annexure – 1 STATEMENT OF ASSETS & LIABILITIES ( AS RESTATED )

(Rs In Lacs) SI No

Particulars 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06

A FIXED ASSETES Gross Block 2,484.48 2,597.17 7,345.50 11,617.68 16,951.19 Less : Depreciation 521.90 647.91 780.61 1,208.62 1,925.90 Net Block 1,962.58 1,949.26 6,564.89 10,409.06 15,025.29 Capital Work In progress 45.03 86.41 3,242.43 7,833.88 1,1628.39 Total 2,007.61 2,035.67 9,807.32 18,242.94 26,653.68

B Investment 13.25 1.29 10.00 0.00 1.50

C Current Assstes, Loans & Advances

Inventories 968.54 1,269.96 2,013.39 2,770.73 5,896.87 Sundry Debtors 184.89 538.67 487.17 2,580.55 2,239.70 Cash & Bank Balance 7.28 65.71 47.91 30.52 37.85 Loans, Advances & Other

Current Assets 83.73 180.73 326.94 770.56 2,910.23

Total 1,244.44 2,055.07 2,875.41 6,152.36 11,084.65

D Liabilities & provision Secured loans 1,587.27 2,009.46 7,817.80 14,389.22 22,007.27 Unsecured Loan 189.04 235.08 77.60 515.65 296.09 Deferred Tax Liability 0 235.34 700.32 1,208.85 1,730.66 Current Liabilities & Provision 54.97 124.22 481.85 1,157.26 1,822.99 Total 1,831.28 2,604.10 9,077.37 17,270.98 25,857.01

E Net Worth (A+B+C+D) 1,434.02 1,487.93 3,615.36 7,124.32 11,882.82 Represented By Share Capital Equity 599.97 599.97 1,363.65 2,038.40 3,059.14 Pref. Share Capital 200.00 200.00 200.00 0.00 0.00 Share Application pending

allotment 0.00 0.00 30.00 250.00 900.00

Reserve & Surplus 646.78 712.00 2054.84 4872.58 7,997.40 Less : Misc Exps not written of -12.73 -24.04 -33.13 -36.66 -73.72 Net Worth 1,434.02 1,487.93 3,615.36 7,124.32 11,882.82

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Annexure – 2 STATEMENT OF PROFIT & LOSS ( AS RESTATED)

(Rs In Lacs) 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 Income a) Of Product Manufactured by Company

10,004.94 11,260.82 16,797.75 13,679.76 25,753.35

b) Of Product traded by Company 255.38 102.58 360.00 9,711.47 10,385.83 Total Income 10,260.32 11,363.40 17,157.75 23,391.23 36,139.18 Other income 68.18 80.12 158.40 1,955.03 1,802.96 Total 10,328.50 11,443.52 17,316.15 25,346.26 37,942.14 Expenditure Cost of raw material consumed / goods sold

8,945.66 9,891.33 14,215.64 18,109.05 24,810.78

Manufacturing Expenses including excise duty

460.45 417.06 636.54 2,716.33 5,683.95

Personnel Expenses 55.29 60.50 64.87 171.07 349.77 Administrative & Other Expenses 63.60 82.88 131.10 157.63 303.28 Selling & Distbn Exps 438.43 240.01 683.64 543.88 1,343.37 Total 9,963.43 10,691.78 15,731.79 21,697.96 32,491.15 Net profit before interest , depreciation, tax & Extraordinary Item

365.07 751.74 1,584.36 3,648.30 5,450.99

Depreciation 91.47 124.75 128.39 447.07 713.21 Interest & Financial Exps 238.43 296.36 300.39 830.13 1,396.28 Net profit before Tax But before Extraordinary Item

35.17 330.63 1,155.58 2371.10 3,341.50

Current Tax 3.24 26.99 88.66 183.67 290.83 Deferred Tax 0.00 128.75 464.98 508.53 521.81 Net Profit before Extraordinary Item

31.93 174.89 601.94 1,678.90 2,528.86

Extra ordinary Item Add(Less) taxation adjustment Effect of Change in According policy of account deferred tax provisions

0.00 0.00 0.00 0.00 0.00

Profit / Loss after Extra Ordinary Item

31.93 174.89 601.94 1,678.90 2,528.86

Less : Dividend on preference Share 10.28 24.00 24.00 23.93 0.00 Less Tax on Dividend 0.00 3.07 3.07 3.13 0.00 Profit available for appropriation 21.65 147.82 574.87 1,651.84 2,528.86 Balance b/f from last year 139.34 157.99 295.81 820.68 2,422.52 Profit transferred to general reserve 3.00 10.00 50.00 50.00 50.00 Profit transferred to B/S 157.99 295.81 820.68 2422.52 4901.38

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Annexure – 3 Statement of qualification /observation in Auditor’s Report. There are no qualification for the period 2001-02,2002-03,2004-05, and 2005-06 Annexure – 4 SIGNIFICANT ACCOUNTING POLICIES 1. BASIS OF ACCOUNTING a. The account of the company are prepared under Historical Cost convention and in accordance with the applicable accounting standards, except where otherwise stated. For recognition of Income and Expenses Accrual basis of Accounting is followed. b. Insurance claim is accounted for on receipt of survey report. c. Trade claims are accounted on accrual basis. 2. REVENUE RECOGNITION a. Revenue from Sale of goods is recognized when the substantial risk & reward is transferred to buyer. b. Transaction through NBOT, MCX & NCDEX are accounted as sales & purchase. 3. FIXED ASSETS : a. Fixed Assets are stated at historical cost of acquisition/construction less depreciation. Expenses of bringing the respective assets to working condition for their intended use are capitalized. b. The carrying amount of cash generation unit/ assets are reviewed at balance Sheet date to determine whether there is any indication of improvement. If any such indication exists, the recoverable amount is estimated as the higher of net selling price and value in use. Impairment losses is recognized whenever carrying amount exceeds the recoverable amount. c. Expenditure directly relating to construction activities including trial run production expenses (net of income if any) is capitalized. Indirect expenditure incurred during construction period is capitalized as part of the indirect construction cost to the extent to which the expenditure is indirectly related to construction or is incidental thereto. Other indirect expenditure (including borrowing cost) incurred during the construction period which is not related to the construction activities nor is incidental thereto, is charges to the profit & loss a/c. Income earned during construction period is deducted from the total indirect expenditure. All direct capital expenditure on expansion is capitalized. As regards indirect expenditure on expansion, only that portion is capitalized which is identifiable for capital expansion. 4. INTANGIBLE ASSETS Intangible assets are written off over the period of its estimated life and are shown under the head fixed assets. 5. DEPRICIATION a. Premium on Leasehold land & its developmental cost is amortised over the period of Lease. b. Depreciation on Fixed assets has been provided under Straight Line Method at the rate prescribed in the Schedule XIV of the Companies Act, 1956.

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6. INVESTMENTS Long term investments are carried at cost. 7. INVENTORY Inventories are valued as follows: Raw Materials , stores & Spares ---- At lower of Cost (FIFO) or Net Realisable Value Goods in Process -------------------- At lower of Cost or Net Realisable value Finished Goods ---------------------- At lower of Cost or Net Realisable value (Stock at depots are valued considering the Excise duty paid.) By-products ------------------------- At Net Realisable value Trading goods ----------------------- At lower of Cost or Net Realisable value Real Estate -------------------------- At lower of Cost or Net Realisable value 8. FOREIGN CURRENCY TRANSACTIONS: Transactions denominated in foreign exchange are accounted for at the exchange rates prevailing on the date of transaction. Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year end rates. Any income or expense on account of exchange difference either on settlement or translation is recognised in the profit & loss account except in cases where they relate to acquisition of fixed assets. 9. RETIREMENT BENEFITS Contribution to approved Provident funds are made on actual liability basis calculated as a percentage of salary. Gratuity and Leave encashment benefits available on retirement are provided on the accrual basis. 10. MISCELLANEOUS EXPENDITURE a. Preliminary Expenses and share issue expenses are being Written off over the

period of ten years. b. Pre operative expenses of new projects are capitalised/written off over the period of

ten years on commissioning of project. 11. CONTINGENT LIABILITIES Contingent Liabilities are generally not provided for in the accounts and are shown separately in Notes on Accounts. 12. WINDMILL & POWER GENERATION Power generated by Wind Mill is used at the Solvent Plant and Power generated at integrated Power plant at Raigarh is partly used by the Iron & Steel Division and surplus sold to third parties. Power consumed inter division is recognised as revenue as well expenditure which is set off at corporate level, except captive use for capital purposes. 13. EARNING PER SHARE Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. partly paid equity shares are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity share holders and the weighted average number of shares

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outstanding during the period are adjusted for the effects of all dilative potential equity shares. 14. BORROWING COSTS Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. 15. CAPITAL GRANT a. Government Grants available to the Company are considered for inclusion in accounts: i. Where there is reasonable assurance that the company will comply with the conditions attached to them and ii. Where such benefits have been earned by the company and it is reasonably certain that the ultimate collection will be made. b. Grant in the form of capital/investment subsidy are treated as capital reserve. 16. TAXATION Current tax is determined as the amount of tax payable in respect of taxable income for the year. The deferred tax for timing difference between the book and tax profit for the year is accounted using tax rates and tax laws that have been enacted or subsequently enacted at the Balance sheet date. Deferred Tax assets arising from the timing difference are recognized to the extent that there is virtual certainty that sufficient future taxable income will be available. Notes on Accounts

Rs. In Lacs Sr. No

Current Year

Previous Year

1 Contingent Liability not provided for in respect of a) Claims against the company not acknowledged as

debts 131.71 45.00

b) Liability in respect of L.C.Bills discounted with bank

517.41 0.00

c) Third party guarantee given to Indian Overseas Bank for M/s Ind Mineral Explorers P.Ltd

0.00 119.00

2 Estimated amount of contract remaining to be executed On capital account and not provided for

1,564.99 3,340.52

3 Auditor’s Remuneration included : - Audit fee 3.50 1.25 - For Income Tax Matters 0.00 0.50 - Reimbursement of Expenses 0.70 0.33 Total 4.20 2.08 4 Directors’ Remuneration included : Remuneration 42.91 27.00 Perks & Expenses reimbursed 1.21 1.06 Total 44.12 28.06 5. Taxation : Deferred Tax: The break up of differed tax assets and liability into components at the year end is as below :

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Rs. In Lacs As at

31.03.2006 Change for the year

As at 31.03.2005

A. Liability Difference between tax on Book & Tax

Depreciation 1,864.00 -633.92 1,230.08

B. Assets Accrued expenses deductible on actual

payment(disallowed u/s 43B) 7.10 -4.23 2.87

Unabsorbed depreciation carried forward

0.00 12.21 12.21

Tax Credit available (MAT) 126.23 -120.08 6.16 Total B. 133.34 -112.11 21.23 Net liability (Assets) 1,730.66 -521.81 1,208.85 Current Tax : Provision for Income Tax is Made according to Section 115JB ( MAT) of Income Tax Act. Otherwise no provision is required, since no income survives after considering exemption, rebates & allowances 6. The fixed assets of the company i.e. land acquired for mining purposes, located at

Betul Dist in Madhya Pradesh amounting to Rs.2,50,000/- and Rs.81, 000/- has been registered in the names of the Directors of the company.

7. Sundry Debtors, Loans & advances & Deposits, Sundry Creditors are subject to confirmation, reconciliation and adjustment, if any.

8. a. The Term loans corporate loans of Bank of India & Indian Overseas Bank for Soya

division, are secured by way of joint mortgage of immovable properties and hypothecation of movable of movable assets of Solvent oil Extraction division located at Malegaon village of saoner Tahsil of Nagpur district and personal guarantee of directors & corporate Guarantee of M/s Uma Infrastructure P.Ltd

b. The term loans from Bank of India and Indian Overseas Bank for Wind Mill is

secured by way of joint mortgage of immovable properties and hypothecation of movable of Wind Mill division located at Village Mandure of Satara District and personal guarantee of directors and corporate guarantee of M/s Uma Infrastructure P.Ltd.

c. The term loans ( both in Indian Rupees & foreign currency ) from Indian Overseas Bank, Bank of India, Oriental Bank of Commerce, UCO Bank, State Bank of Travancore and from Punjab National Bank for steel Division is secured by way of joint mortgage of immovable properties and hypothecation of movable assets of steel division located at Village Kotmar of Raigarh District and personal guarantee of Shri Satish Goel Shri K.K. Sharma, Shri Aditya Goel and Mrs. Uma Goel, directors.

d. The working capital demand loan, cash credit and Export packaging credit facility for soya division from Bank of India, Oriental Bank of Commerce and Indian Overseas Bank is secured by hypothecation of Stock and Book debts and second charge on immovable & movable properties of the company situated at village Malegaon of Saoner Tahsil of Nagpur District and Personal guarantee of directors and corporate guarantee of M/s Uma Infrastructure P.Ltd

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e. The working capital demand loan, cash credit facility for steel division from Indian overseas Bank, Oriental Bank of Commerce, Bank of India, UCO Bank, State Bank of Travancore and from Punjab National Bank is secured by hypothecation of stock and Book debts and Second charge on immovable & movable properties of the company situated at village Kotmar of Raigarh District and personal guarantee of directors Shri Satish Goel, Shri Aditya Goel, Shri K.K. Sharma and Smt. Uma Goel.

f. The vehicle loans from ICICI Bank Ltd. Sheeba Properties Ltd., and HDFC Bank, Tata Finance Ltd., are secured by way of hypothecation on the vehicles financed by respective finance Co., and personal guarantee of directors.

9. In the opinion of the Board of Directors the current assets, loans and advances

are stated at the amount which is approximately equal to the value on realisation in ordinary course of business.

10. The balance due to S.S.I. units for the goods supplied to company is NIL as per the

information available with the Company. 11. WIND MILL & POWER DIVISION :

Monitory value of power generated by Wind Mill Power Division and consumed by Solvent Division at 21,72,295 (P.Y 12,32,446) units at Rs. 56,44,653/-( P.Y .Rs. 36,63,206/-) has been recognized as inter division income & expenditure but the same has been set off at corporate level. Monitory value of power generated by integrated power plant at Raigarh and consumed by Iron & Steel Division at 3,79,90,067 (P.Y 1,53,55,306) units at Rs.15,21,50,637 (P.Y. Rs. 7,07,84,910) has been recognized as inter division income & expenditure but the same has been set off at corporate level.

12. The Company has commenced the commercial production of 2nd Rotary Kiln on 20.08.2005

13. Figures for previous year have been regrouped wherever considered necessary

to conform to the current year's presentation/classification. 14. Figures are stated to nearest of rupee. 15. The information required by Paras 3 & 4 of Part II of Schedule VI of the Companies

Act, 1956 to the extent applicable.

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1. Particulars in respect Goods Manufactured, Licensed and installed capacities in M.T.

Class of Goods Licensed Capacity

Installed Capacity Actual Production

Current Year Previous Year Current Year Previous Year Sponge Iron N.A. 2,00,000 1,00,000 93,076.94 45,402.17 Steel Billets N.A. 40,000 40,000 36,666.86 11,510.305 Steel ingots N.A. 0 2545.89 Dolchar N.A. N.A. N.A. 12,884.608 3,342.775 Soya Crude Oil N.A. 63,000 63,000 15,623.007 6,685.686 Refined Oil N.A. 35,000 35,000 12,793.242 6,493.471 Soya De oiled cake

N.A. 1,43,500 1,43,500 68,551.654 29,835.838

Cattle/Poultry Feed

N.A. 731.212 2,150.369

Refinery By-Products

N.A. N.A. N.A. 631.043 407.232

Atta * N.A. N.A. N.A. 2,069.685 2,820.985 Maida * N.A. N.A. N.A. 4,529.39 6,248.625 Suji * N.A. N.A. N.A. 445.65 396.275 Wheat Bran * N.A. N.A. N.A. 2,000 2,848.15 Power generated by Wind Mills (in Units)

1,15,00,000 1,15,00,000 22,04,064 24,81,190

Power generated at Integrated steel plant (in Units)

6,72,00,000 6,72,00,000 4,07,31,100 1,55,09,130

* The Production obtained through job work. 2. Particulars in respect of Purchases, Stock of Finished Goods and Sales.

Current Year Previous Year

Class of Goods Quantity MT Value (Rs.) Quantity MT Value (Rs.)

a. Opening Stock Sponge Iron 2,100.34 223.81 109.20 12.56 Ingot 15.42 2.89 0.00 0.00 Billet 617.15 123.02 0.00 0.00 Dolchar 3,350.97 3.35 0.00 0.00 Crude Oil 17.01 4.81 519.71 186.59 Refined Oil 83.03 27.65 420.02 160.20 De-oiled cakes 2,054.57 157.77 3,337.70 414.20 Refinery By-Products 107.35 6.60 173.53 8.76

Stock in process (Oil) 8.74 2.57 82.13 29.91 Atta 7.45 0.61 43.30 3.37 Maida 60.60 5.21 159.82 13.83 Suji 1.35 0.12 8.70 0.76 Wheat Bran 2.75 0.14 4.60 0.25 Land (in Sq. Feet) 45,181.46 828.84 45,181.46 339.17

215

Current Year Previous Year

Class of Goods Quantity MT Value (Rs.) Quantity MT Value (Rs.)

b. Purchases (Net of Returns) 0.00 0.00 Soya D.O.C. 0.00 0.00 459.76 56.34 Refined Oil Trading 7,990.00 3,177.66 17,120.00 6,714.12 Ingots Trading 19,590.00 3,520.92 4,141.43 795.38 Coal 23,984.15 796.30 0.00 Pig Iron 0.00 0.00 1,592.97 270.71 Steel Structures 1,079.09 467.94 94.84 38.08 Iron ore fine 2,21,388.40 1,872.76 36,165.34 470.41 Coal 0.00 0.00 39,271.10 725.58 Atta 60.06 4.66 79.33 5.76 Wheat Bran 0.00 0.00 12.85 0.58 c. Sales (Net of Returns) Sponge Iron 54,253.50 6,063.08 30,065.94 3,814.89 Steel Billets 36,079.69 7,275.84 15,034.59 3,303.95 Steel Ingots 0.00 0.00 2,530.47 454.14 Pig Iron 0.00 0.00 1,592.97 349.26 Steel Structures 0.00 0.00 94.84 44.95 Soya Crude Oil 2,120.36 720.40 383.82 138.46 Refined Oil 12,841.12 4,485.12 6,902.80 2,773.50 Refined Oil Trading 7,990.00 3,176.81 17,120.00 6,844.51 Soya De oiled cake Export 50,727.35 4,431.22 24,874.41 2,512.11 Soya De oiled cake Domestic 14,754.87 1,189.09 4,767.89 390.54 Cattle /Poultry Feed 731.21 63.93 2,150.37 190.27 Refinery By-Products 486.93 35.11 473.42 27.74 Tank Sludge Sales 0.00 0.00 11.60 1.28 Atta 2,096.20 195.03 2,936.16 243.40 Maida 4,531.94 449.99 6,347.85 573.67 Suji 442.10 45.48 403.63 37.53 Wheat Bran 1,984.10 113.61 2,862.85 156.13 Wheat Husk 34.47 0.28 34.47 0.28 Land (in Sq. Feet) 0.00 0.00 21,635.64 162.00 Trading Iron ore fine 2,21,388.40 2,914.80 36,165.34 658.85 Iron ore fines -by product 11,922.00 225.71 6.73 Coal 23,984.15 773.23 39,271.10 725.58 Ingot -Trading 19,590.00 3,520.99 0.00 0.00 Electricity by integrated steel plant (Units)

14,28,309.00 473.89 1,53,824.00 3.74

Others 0.00 0.50 0.00 d. Closing Stock 0.00 0.00 Sponge Iron 2,134.32 178.96 2,100.34 223.81 Ingot 15.42 2.89 15.42 2.89 Billet 1,386.24 214.02 617.15 123.02 Steel Structures 1,079.09 467.94 0.00 0.00 Dolchar 16,235.57 16.24 3,350.97 3.35 Stock In Process (SID) 325.00 21.63 0.00 0.00 Stock In Process Billets/Ingots 20.00 2.20 0.00 0.00 Crude Oil 49.43 16.24 17.01 4.81 Refined Oil 0.11 0.04 83.03 27.65 De-oiled cakes 4,739.00 332.69 2,054.572 157.77

216

Current Year Previous Year

Class of Goods Quantity MT Value (Rs.) Quantity MT Value (Rs.)

Refinery By-Products 173.483 10.67 107.346 6.60 Stock in process (Oil) 56.47 20.10 8.74 2.57 Atta 41.00 3.63 7.45 0.61 Maida 58.05 5.54 60.60 5.21 Suji 4.90 0.49 1.35 0.12 Wheat Bran 18.65 1.06 2.75 0.14 Land (in Sq. Feet) 0.00 45,181.46 828.84

3. Analysis of Materials consumed:

Iron Ore 1,50,737.93 4,798.28 74,346.00 2,328.30 Dolomite 7,437.42 49.10 4,273.48 22.83 Scrap Consumed 1,245.755 128.97 1,200.05 183.03 Sponge Iron Consumed # 38,789.47 0.00 13,345.09 0.00 Pig Iron Consumed 3,907.36 536.39 2,070.94 366.31 Other Raw Material 214.44 109.52 Oil Seeds 83,016.65 9,397.46 36,095.33 4,672.05 Soya crude Oil * # 13,462.58 6,866.35 Soya Deoiled Cake # 568.94 1,936.43 Rice Bran Deoiled Cake 162.28 3.45 214.88 5.10 Wheat 9,077.865 731.79 12,438.33 910.66 * Consumption quantity is exclusive of oil under Refinery process # Captive consumption Current Year Previous

Year 4. C.I.F. Value of Imports

a. Raw materials b. Stores, Spares & Consumables (coal) c. Coal Trading d. Capital Goods

0 1,770.77

769.10 5.87

0 0.00 0.00 0.00

5. Expenditure in Foreign Currency Subscription Traveling Others

0.00 3.69 0.00

0.26 5.14 0.00

6. Earnings in Foreign Exchange F.O.B. value of Exports(including exports through Export houses and Sales proceeds realized in Rupees) Others

4,431.22

52.90

2,512.11

0.00

16. Related Party disclosures: Disclosures as required by the Accounting Standard 18 "Related Party Disclosures" are given below"

a Names of Related parties and description of relationship 1. Holding Companies None 2. Subsidiaries None 3. Fellow subsidiaries None 4. Associates A Companies 1. Ind Power Ltd., Raipur 2. Uma Infrastructure P. Ltd.,

217

3. Satish Goel Enterprise P. Ltd.,

4. Ind Mineral Explorers P. Ltd., 5. Ind Multimedia P. Ltd., 6. Chhattisgarh Captive Coal

Mining Limited, Raipur

7. Jagdamba Roller Flour Mills private Limited

5. Key Management personnel and relatives

Mr. Satish Goel Mr. Aditya Goel

Chairman Managing Director

6. Relatives of key Managerial personnel

Mrs. Uma Goel wife of Mr. Mr. Satish Goel & mother of Mr. Aditya Goel

7. Other related Parties None

b. Transactions with related Parties Associates Key Management personnel

Relatives of key Managerial personnel

Nature of transactions Rs in Lacs Rs in Lacs Rs in Lacs Rent to Key Management personnel

& relatives : Current year : Previous Year

Nil Nil

7.02

(7.02)

Nil Nil

Remuneration to Key Management personnel : Current year : Previous Year

Nil Nil

44.12 28.06

Nil Nil

Sale of Fixed Assets : Current year Nil Nil Nil : Previous year (162.00) Nil Nil Purchase of Fixed Assets Nil Nil Nil : Previous year (205.54) 271.07 (155.26) Sale of Goods/electricity:

:Current year

181.75

Nil

Nil : Previous year (1.87) Nil Nil

Purchase of Goods : :Current year 2.92 Nil Nil : Previous year (2.82) Nil Nil Service rendered : :Current year

: Previous year Nil Nil

21.46 Nil

12.15 Nil

Service received: Current year 36.31 Nil 9.00 : Previous year (49.75) Nil (9.00) Allotment of Shares(in numbers)

: Current year : Previous year

58.73

(19.68)

Nil

(35.68)

Nil

(20.92) Loan accepted: Current year 7.94 20.26 4.98 : Previous year (11.41) (13.32) 10.46 Loan returned 47.39 70.01 5.00 Interest paid : : Current year 0.00 1.18 0.01 : Previous year (2.54) Nil

Nil

Interest received: Current year

: Previous year 14.82

Nil Nil Nil

Nil Nil

Outstanding as on 31.03.2006 Receivable 783.00 Nil Nil Payable Nil Nil Nil

218

C. No amount has been provided as doubtful debts or advances/written off or written back in the Year in respect of debts due from or to above related parties.

17 Earning per Share (in accordance with AS 20) Current Year Previous year a. Calculation of Weighted Average number of

Equity shares of Rs. 10 each

Number of shares at the beginning of the year 2,41,98,200 1,36,36,500 Total number of equity shares at the end of year 3,05,91,350 2,41,98,200 Equity shares issued during the year 63,93,150 1,05,61,700 Weighted average number of equity shares 2,04,11,915 1,36,65,436 b. Net profit after tax available for Equity shareholders 2,528.86 1,651.84 c. Basic earnings (in Rupees) per share. 12.08 12.28 Cash earnings (in Rupees) per share. 12.91 27.54 d. Diluted earnings (in Rupees) per share. 11.66 12.02

Segment Reporting (Applicable to Our Company for Financial Year 2004-05 & 2005-06.)

Rs. In Lacs 2005 - 06 Iron &

steel Power Soya Services Trading Others Eliminat

ion Total

PRIMARY SEGMENT INFORMATION REVENUE a. External Sales 15,231.4

2 473.89 14,100.41 1,185.34 3,688.03 794.74 35,473.83

b.Inter Segment Sales

1,084.98 0.00 168.87 1,253.86 0.00

c. Other Income 416.60 127.47 0.00 73.54 0.00 617.62 TOTAL REVENUE

15,648.03

1,558.87 14,227.89 1,185.34 3,688.03 1,037.15 1,253.86 36,091.45

RESULT SEGMENT RESULT

1,391.23 1,393.75 377.46 1,115.67 1,018.97 219.55 0.00 5,516.63

Unallocated Corporate expenses

105.70

Operating Profit 5,410.09 Interest Expense 1,357.31 PROFIT BEFORE TAX

3,340.41

Fringe Benefit Tax

7.45

PROFIT AFTER TAX

2,528.86

OTHER INFORMATION

0.00

SEGMENT ASSETS

23,397.50

7,675.31 4,904.52 22.76 1,813.44 37,813.53

SEGMENT LIABILITIES

17,498.10

3,073.94 2,345.45 0.00 913.48 23,830.98

CAPITAL EXPENDITURE DURING THE YEAR

5,633.05 7,365.61 234.45 0.00 0.00 13,233.10

DEPRECIATION 450.44 114.94 102.24 1.04 44.55 713.22

219

B. Secondary Segment Reporting (by geographical Segments) The following is the distribution of the Company's consolidated sales by geographical market

Rs. In Lacs Current year Sales to domestic Market 33,510.92 Sales to Overseas Markets 4431.22 37,942.14

The Company has common fixed assets for producing goods for Domestic Market and Overseas markets. Hence separate figures for fixed assets/additions to fixed assets cannot be furnished. PRIMARY SEGMENT INFORMATION

Rs. In Lacs 2004 - 05 Iron &

steel Power Soya Services Trading Others Eliminati

on Total

REVENUE a. External Sales

8,217.28 3.74 12,832.07 713.81 1,384.42 1,161.38 24,312.70

b. Inter Segment Sales

707.85

0.00 171.48 (879.32) 0.00

c. Other Income

96.95 132.80 0.00 13.47 0.00 243.23

TOTAL REVENUE

8,314.23 711.59 12,964.88 713.81 1,394.42 1,346.33 (879.32) 24,555.93

RESULT SEGMENT RESULT

1,867.22 656.02 176.32 633.06 187.47 160.67 0.00 3,680.75

Unallocated Corporate expenses

55.07

Operating Profit

3,625.68

Interest Expense

804.07

PROFIT BEFORE TAX

2,372.33

Provision for Current Tax

184.90

Fringe Benefit Tax

0.00

Provision for deferred tax

508.53

PROFIT AFTER TAX

1678.90

OTHER INFORMATION

0.00

SEGMENT ASSETS

13,275.63 4,428.87 3,948.20 1,059.07 1,720.17 24,431.95

SEGMENT LIABILITIES

8,902.30 3,367.75 1,945.18 167.28 965.13 15,347.64

220

2004 - 05 Iron &

steel Power Soya Services Trading Others Eliminati

on Total

CAPITAL EXPENDITURE DURING THE YEAR

7,294.74 4,281.81 528.34 0.00 0.00 12,104.90

DEPRECIATION

255.91 54.71 91.75 44.69 447.07

B. Secondary Segment Reporting (by geographical Segments) The following is the distribution of the Company's consolidated sales by geographical market. Rs. In Lacs Sales to domestic Market ------------ 22,834.14 Sales to Overseas Markets ------------ 2,512.11 25,346.25

The Company has common fixed assets for producing goods for Domestic Market and overseas markets. Hence separate figures for fixed assets/additions to fixed assets cannot be furnished.

221

Annexure -5 STATEMENT OF CASH FLOW FROM THE RESTATED FIANACILA STATEMENT

Rs. In Lacs 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06

A Cash flow from Operating Activities

Net Profit before Tax 35.17 330.63 1,155.58 2,371.10 3,341.450 Adjustment for: Depreciation 91.47 125.78 128.39 447.07 713.22 Other income (Exclg operational) -3.44 -60.03 -7.38 -97.32 -255.83

Exchange fluctuation loss/(gain) 0.00 -40.24 -5.65 63.24

Loss/(Profit) on sale of investment 0.00 11.93 -28.65 8.00 0.00 Loss/(Profit) on sale of Asset 0.00 -3.95 36.62 6.14 5.86

Interest Expenses 217.89 263.64 268.14 804.07 1,357.31 Interest Income -4.56 -2.34 -0.89 -4.82 -67.98 Miscellaneous Exps. Written off 2.64 7.68 3.96 6.15 6.81

Operating Profit before Working Capital changes

339.16 673.33 1,515.54 3,534.74 5,164.12

Adjustments for: Trade & other receivables -108.16 -333.78 51.50 -2,093.38 340.85 Inventories 401.49 -301.42 -743.44 -757.32 -3,126.13 Other Current Assets -55.41 -71.73 -82.43 -497.40 -2,030.95 Trade Payables -10.77 37.26 299.30 575.10 582.45 Cash generated form Operating

Activities 566.33 3.66 1,040.48 761.74 930.34

Less: Tax Paid 4.96 28.28 90.48 37.60 300.57 Net cash from Operating

Activities 561.37 -24.62 949.99 724.15 629.77

B Cash flow from Investing

Activities

Purchase of fixed Assets/Capital Expenditure

-852.24 -172.82 -7,900.86 -8,906.58 -9,134.70

Sale of Fixed Assets 2.00 0.00 0.00 17.75 4.89 Purchase of Investment 0.00 18.61 29.95 2.00 -1.50 Sale of Investments 0.00 -14.63 -10.00 0.00 0.00 Share issue & Misc. Exps 0.00 0.00 -13.05 0.00 0.00 Interest Received 4.55 2.14 0.45 4.55 67.48 Miscellaneous Income Received 3.44 60.03 7.38 97.32 255.83 Net cash used in investing

Activities -842.24 -106.67 -7,886.14 -8,784.97 -8,808.00

C Cash flow from Financing

Activities:

Fresh issue of Share Capital 235.00 0.00 1,557.44 1,868.03 2,278.74 Proceeds from long term borrowings

(Net) 0.00 0.00 5,260.51 5,749.36 4,542.05

222

31.03.02 31.03.03 31.03.04 31.03.05 31.03.06

Short term Loan movement 441.35 11.56 547.63 822.26 3,076.00 Exchange fluctuation gain/(loss) -251.45 410.63 40.24 5.65 -63.24 Unsecured loan 87.45 46.04 -157.48 438.04 -219.56 Preliminary & Misc. Exps incurred -36.62 -9.69 -43.87 Interest Paid -238.43 -268.48 -266.30 -803.15 -1,357.49 Dividend Paid -11.24 -10.28 -27.08 -27.08 -27.06 Net Cash From Financing

Activities 262.69 189.47 6,918.35 8,043.42 8,185.56

D Net Increase/(Decrease) in cash &

Cash equivalents: -18.18 58.18 -17.80 -17.40 7.33

Opening Balance of Cash & Cash

equivalents 25.72 7.54 65.71 47.92 30.52

Closing Balance of Cash & Cash equivalents

7.54 65.71 47.92 30.52 37.85

Net increase /(decrease)in cash & Cash equivalent:

(18.18) 58.18 (17.80) (17.40) 7.33

223

Annexure 6 ACCOUNTING RATIOS

Rs. In Lacs 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 Adjusted Net

Profit after Taxes 31.93

174.89 601.94 1,678.90 2,528.86

Profit available

for the equity share holders

21.65 147.82 574.87 1,651.84 2,528.86

Net Worth 1,434.02 1,487.93 3,615.36 7,124.32 11,882.82 No. of Equity

Shares at the end of the year

60,00,000 60,00,000 1,36,36,500 2,41,98,200 3,05,91,350

Add: Effect of share application

0.00 0.00 0.00 5,00,000 4,50,000

60,00,000 60,00,000 1,36,36,500 2,46,98,200 31,041,350 Note: Share allotted @50 in 2005 and Rs. @200 in 2006 against Share Application Money.

Same has been included in calculation of Net Worth & Diluted EPS No. of the equity

share outstanding during the year (Weighted average)

48,06,575 60,00,000 62,33,006 1,36,69,747 2,05,96,847

48,06,575 60,00,000 62,33,006 1,41,69,747 2,10,46,847 A Earning per

Share

Basic 0.45 2.46 9.22 12.08 12.28 Diluted 0.45 2.46 9.22 11.68 12.02

B Return of Net worth (%)

2.23% 11.75% 16.65% 23.57% 21.28%

C Net Asset Value

per share (Rs.) 23.90 24.80 26.51 28.85 38.28

Notes: A Earning per share = Adjusted Net profit after tax/No. of equity shares B Return on Net worth % = Adjusted net profit after Tax/Net worth*100 C Net Asset Value per share = Networth/No. of equity shares D. Ratios are on annualised basis

224

Annexure 7 STATEMENT OF UNSECURED LOANS:

Rs. In Lacs 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 From group/associate companies/ Promoters

189.04 69.91 77.60 41.70 0.00

From others (non related party) 0.00 165.17 0.00 473.95 296.09

Total 189.04 235.08 77.60 515.65 296.09 Details of Unsecured Loans as on 31.03.2006

Rs. In Lacs A.OTHERS Abhishek Steel Ltd., Nagpur 11% 30.00 On Demand Sai Bulk Movers Pvt Ltd., Nagpur 11% 10.00 On Demand Sakshi Services 11% 90.72 On Demand Astha steel, New Delhi 11% 49.26 On Demand Om Ispat, Raipur 11% 34.59 On Demand Dinesh Agrawal Anjani Sales S.D. 11% 9.50 On Demand Taj Anam, Raipur 11% 17.72 On Demand Devkinandan B. Kanodia 11% 24.29 On Demand Aditya Finvest, Nagpur 11% 5.00 On Demand Amber Associates, Nagpur 11% 10.00 On Demand L.B. Associates, Nagpur 11% 10.00 On Demand Premlata Madanlal Agarwal, Nagpur

11% 5.00 On Demand

GRAND TOTAL 296.09 Annexure 8 STATEMENT OF SUNDRY DEBTORS Rs. In Lacs 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 More than Six months 37.80 36.62 0.29 5.53 25.08 Less than Six months 147.09 502.05 486.88 2,575.02 2,214.62 Total 184.89 538.67 487.17 2,580.55 2,239.70 Except as stated in the "Related Party disclosures" beginning on page [•], none of our Sundry Debtors are related to the directors or promoters or associated to the Company in any way other than as debtors.

225

Annexure 9 LOANS, ADVANCES & DEPOSITS

Rs. In Lacs 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 Advances/Loans recoverable for value to be received

56.79 142.37 202.36 358.87 2166.05

Deposit with Govt. Dept. & others

15.21 2.64 5.67 79.63 118.74

Cenvat/VAT Service Tax credit

242.96 390.53

Income tax paid/deducted at source

0.38 25.70 85.09 34.98 143.20

Prepaid expenses 11.28 9.76 33.11 53.13 90.24 Interest accrued 0.06 0.26 0.71 0.98 1.48 Total 83.72 180.73 326.94 770.55 2910.24 Except as stated in the "Related Party disclosures" beginning on page [•], none of the beneficiaries of loans & advances are Directors of the Company or promoters of the Company or related to the Company or promoters of the Company or the Company in any way. Annexure 10 STATEMENT OF DIVIDEND Rs. In lacs 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06

On Equity Capital Rate of dividend 0.00 0.00 0.00 0.00 0.00 Amount of Dividend 0.00 0.00 0.00 0.00 0.00 Corporate dividend Tax 0.00 0.00 0.00 0.00 0.00

Rs. In Lacs

31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 On Preference Capital

Preference Capital 200.00 200.00 200.00 200.00 NA

Rate of dividend 12.00% 12.00% 12.00% 12.00% NA Amount of Dividend

10.28 24.00 24.00 23.93 NA

Corporate dividend Tax

0.00 3.08 3.08 3.13 NA

226

Annexure -11 CAPITALISATION STATEMENT

Rs in Lacs Particulars 31.03.2006 (Refer Note 2) Borrowings Secured -Short Term Debts 5,498.80 -Long Term Debts 16,508.47 Unsecured 296.09 Total Borrowings 22,303.36 0.00 Shareholder's Fund Equity Share Capital 3,959.14 Reserve & Surplus 7,997.40 11,956.54 0.00 Less: Miscellaneous Expenditure to the extent not Written off

73.73

Total Shareholder's Fund 11,882.81 0.00 Long Term Debt/Equity 1.39 0.00 Notes : 01. Short Term Debts include Working capital and vehicle loans 02. Post issue debt equity ratio would be computed on completion of book building process. Annexure 12 STATEMENTS OF SECURED LOANS

Rs in Lacs Financial year 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 Particulars of loan Term Loan - For Steel & Power Divn 0.00 0.00 5,339.02 10,440.15 15,217.55 -For Soya Divn 408.15 416.96 397.99 593.68 405.36 -For Wind Mill Divn 536.83 539.58 480.04 442.58 358.69 -For Real Estate Divn 0.00 0.00 0.00 490.00 526.87 Total 944.98 956.54 6,217.05 11,966.41 16,508.47 Cash Credit 59.21 36.61 733.52 2,246.21 4,799.87 Vehicle Loans 21.63 23.50 72.67 174.91 249.16 Bills discounting 0.00 0.00 0.00 0.00 0.00 Export Packing Credit 454.45 278.48 355.35 1.68 449.76 Working capital demand loan

107.00 714.32 439.00 0.00 0.00

1,587.27 2,009.45 7,817.59 14,389.22 22,007.27

227

Principal Terms of Secured Loans & Assets charged as security as on 31.03.2006

Rs. In Lacs Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on 31.03.2006

Rate of interest

Repayment Terms

Details of security

Term Loan Steel Divn Phase I Indian Overseas Bank 2,000.00 1,757.07 12% 60 monthly

installments of 33.33 lacs

First pari- passu charge on the fixed block of Steel Division

Oriental Bank of Commerce

1,500.00 1,292.89 11.50% 20 quarterly installments of 75 lacs

First pari- passu charge on the fixed block of Steel Division

Uco Bank 1,000.00 858.87 11.50% 20 quarterly installments of 50 lacs

First pari- passu charge on the fixed block of Steel Division

Bank of India 1,120.00 969.13 11% 20 quarterly installments of 56 lacs

First pari- passu charge on the fixed block of Steel Division

Term Loan Steel Divn Phase II Indian Overseas Bank 2,500.00 2,524.36 12% 25 quarterly

installments of 125 Lacs each

First pari- passu charge on the fixed block of Steel Division

Oriental Bank of Commerce

1,800.00 1,800.21 11.50% 20 quarterly installments of 140 Lacs each

First pari- passu charge on the fixed block of Steel Division

Uco Bank 1,800.00 1,814.95 11.50% 20 quarterly installments of 90 Lacs each

First pari- passu charge on the fixed block of Steel Division

Bank of India 1,000.00 1,007.27 11% 20 quarterly installments of 50 Lacs each

First pari- passu charge on the fixed block of Steel Division

State Bank of Travancore, Nagpur

1,000.00 1,009.30 12% 10 Half yearly installments of 1 Crores each

First pari- passu charge on the fixed block of Steel Division

228

Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on 31.03.2006

Rate of interest

Repayment Terms

Details of security

Punjab National Bank, Mumbai

2,500.00 2,183.50 12% 20 quarterly installments of 120 Lacs each

First pari- passu charge on the fixed block of Steel Division

Term loan for Steel Division is also secured by way of second Charge on Current Assets of Steel Division situated at Raigarh district, (Steel Division). Term loan for Steel Division is also secured by way of Third Charge on Tangible movable Properties and land of Soya Division situated at Malegaon.

Term loans for Soya Divn

Rs. In Lacs Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on 31.03.06

Rate of interest

Repayment Terms

Details of security

Indian Overseas Bank:Corp. Loan

200.00 34.00 12% 6 half yearly installments of 33.33 Lacs each

First pari- passu charge on the fixed block of Soya Division

Indian Overseas Bank: Term Loan

175.00 126.59 12% 14 quarterly installments of 12.50 Lacs each

First pari- passu charge on the fixed block of Soya Division

Bank of India Term Loan

175.00 164.02 11% 14 quarterly installments of 12.50 Lacs each

First pari- passu charge on the fixed block of Soya Division

Bank of India Corp. Loan

200.00 80.75 11% 8 half yearly installments of 40 Lacs each

First pari- passu charge on the fixed block of Soya Division

Term loan for Soya Division is also secured by way of second Charge on Current Assets of Soya Division above situated at Malegaon.

229

Term loan Wind Mill Divison

Rs. In Lacs Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on 31.03.06

Rate of interest

Repayment Terms

Details of security

Bank of India 265.00 179.16 11% 23 quarterly installments

First pari- passu charge on the fixed block of Windmills

Indian Overseas Bank

265.00 179.53 12% 0n Demand

First pari- passu charge on the fixed block of Windmills

Term Loan Real Estate

Rs. In Lacs Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on 31.03.06

Rate of interest

Repayment Terms

Details of security

Indian overseas Bank

1,000.00 526.87 11.50% June 06 - Nov 06 100, Dec 06-Jan 07 400, Feb 07 -March 07 500 lacs

First charge on entire block of L & B of proposed project

Cash Credit for Steel & Power Divn

Rs. In Lacs Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on 31.03.06

Rate of interest

Repayment Terms

Details of security

Oriental Bank of Commerce

814.00

911.22

11.50%

On Demand

First pari- passu charge on the current assets of Steel Division

Uco Bank, Nagpur

690.00

627.91

11.50%

On Demand

First pari- passu charge on the current assets of Steel Division

Indian Overseas Bank, Nagpur

1,110.00

846.46

11.75%

On Demand

First pari- passu charge on the current assets of Steel Division

Bank of India, Nagpur

520.00

422.89

11%

On Demand

First pari- passu charge on the current assets of Steel Division

230

Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on 31.03.06

Rate of interest

Repayment Terms

Details of security

State Bank of Travancore

250.00

240.81

11.75%

On Demand

First pari- passu charge on the current assets of Steel Division

Punjab National Bank, Mumbai

616.00

561.74

11.75%

On Demand

First pari- passu charge on the current assets of Steel Division

Cash Credit for Steel & Power Division is also secured by way of second Charge on Immovable and Movable properties other than mentioned above situated at Raigarh district, (Steel Division.) Cash Credit for Soya Division

Rs. In Lacs Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on

31.03.06

Rate of interest

Repayment Terms

Details of security

Bank of India, Nagpur

1,300.00 695.55 11% On Demand First pari- passu charge on the current assets of Soya Division

Indian Overseas Bank, Nagpur

546.00 376.61 11.75% On Demand First pari- passu charge on the current assets of Soya Division

Oriental Bank of Commerce

754.00 116.69 11% On Demand First pari- passu charge on the current assets of Soya Division

Cash Credit for Soya Division is also secured by way of second Charge on Immovable and Movable properties other than mentioned

Rs. In Lacs Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on

31.03.06

Rate of interest

Repayment Terms

Details of security

Export Packing Credit Bank of India Nagpur

449.76

7.25%

On Demand

First pari- passu charge on the

current assets of Soya Division

231

Vehicle Loans

Rs. In Lacs Lender & Type of Facility/sanction letter No

Sanction Amount

Outstanding as on

31.03.06

Repayment

Terms

Details of security

Ranging 6% - 9%

D.G. Set Loan From Srei International

38.45

12.64

EMI

Hyp of asset

From ICICI Bank, Raipur 2.00

0.18

EMI

Hyp of asset

ICICI Bank Optra Car Loan

8.96

5.42

EMI

Hyp of asset

Vehicle Loan ICICI- 407 Staff Bus

4.00

2.02

EMI

Hyp of asset

ICICI Bank Veh Loan Max Pickup

3

0.99

EMI

Hyp of asset

ICICI Bank Veh Loan Bolero

3.75

1.23

EMI

Hyp of asset

ICICI Bank Veh Loan Scorpio

5.20

3.24

EMI

Hyp of asset

ICICI Bank Veh Loan Mercedes car

18.35

9.65

EMI

Hyp of asset

ICICI Bank Ambulence Veh Loan

2.19

1.22

EMI

Hyp of asset

ICICI Bank Veh Loan Of Zen Car

3.00 1.30 EMI

Hyp of asset

ICICI Bank Veh Loan Maruti 800

2.00 0.95 EMI

Hyp of asset

Truck Loan From Sheeba Properties Ltd.

94

64.41

EMI

Hyp of asset

ICICI Bank Veh Loan Trailor

9.71

7.05

EMI

Hyp of asset

HDFC, Staff Bus Veh.Loan A/C

6.06

EMI

Hyp of asset

Tata Finance Ltd. (Indigo Lx)

4.5

3.25

EMI

Hyp of asset

New Truck Loan Sheba Properties Ltd., II

130

118.93

EMI

Hyp of asset

H D F C Veh Loan (Ford) 12

10.61

EMI

Hyp of asset

232

Annexure 13 DETAILS OF CONTINGENT LIABILITIES (Rs. In lacs)

Particulars 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06

Claims against the Company not acknowledged as debts.

2.76 2.76 7.76 45.00 137.71

Liability in respect of L.C. Bills discounted with Banks

27.30 78.34 0.00 0.00 517.41

Third party guarantee given to IOB

119.00 119.00 119.00 119.00 0.00

Total 149.06 200.10 126.76 164.00 655.12

Annexure -14 STATEMENT OF RELATED PARTIES TRANSACTIONS (AS 18 is applicable from 1.4.2004 Hence information’s of 2 years given) Transaction with related party as identified by the Management in accordance with Accounting Standard 18 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India, is as follows Name of Related Party Relationship 1.Holding Companies None 2. Subsidiaries None 3. Fellow subsidiaries None 4. Associates A Companies 1. Ind Power Ltd., Raipur 2. Uma Infrastructure P. Ltd., 3. Satish Goel Enterprise P. Ltd., 4. Ind Mineral Exploreres P. Ltd., 5. Ind Multimedia P. Ltd. 6. Chhattisgarh Captive Coal Mines Public Limited 7. Jagdamba Roller Flour Mill 5. Key Management personnel and relatives Mr. Satish Goel Chairman Mr. Aditya Goel Managing Director 6. Relatives of key Managerial personnel Mrs. Uma Goel wife of Mr. Satish Goel & mother of Mr. Aditya Goel 7. Other related Parties None

233

(AS 18 is applicable from 1.4.2004 Hence information’s of 2 years given)

Rs. In Lacs Related Party

Relationship Details of transactions 31.03.05

31.03.06

Key Management personnel

Rent 7.02

7.02

Key Management personnel

Remuneration

28.06

44.12

Associates Sale of Fixed Assets 162.00

0.00

Relatives of key Managerial personnel

Purchase of Fixed Assets

155.26

0.00

Key Management personnel

Purchase of Fixed Assets

271.07

0.00

Associates

Purchase of Fixed Assets 205.54

0.00

Associates

Sale of Goods/electricity

1.87

181.75

Associates

Purchase of Goods

2.82

2.92

Relatives of key Managerial personnel

Service rendered 0.00

12.15

Key Management personnel

Service rendered 0.00

21.46

Associates Service received 49.75

36.31

Relatives of key Managerial personnel

Service received 9.00

9.00

Associates

Allotment of Shares(in numbers)

19.68

58.73

Relatives of key Managerial personnel

Allotment of Shares(in numbers)

20.92

0.00

Key Management personnel

Allotment of Shares(in numbers)

35.68

0.00

Loan Accepted

Associates

11.41

7.94

Relatives of key Managerial personnel

10.46

4.98

Key Management personnel

13.32

20.26

Loan Return

Associates

26.70

47.39

234

Related Party

Relationship Details of transactions 31.03.05

31.03.06

Relatives of key Managerial personnel

34.20

70.01

Key Management personnel

27.30

5.00

Associates

Interest paid

2.54

0.00

Relatives of key Managerial personnel

Interest paid

0.00

1.18

Key Management personnel

Interest paid

0.00

0.01

Associates

Interest received

0.00

14.82

Outstanding as on 31.03.06

Associates

0.00

783.00

Particular

Year UPL IPL JRFM IMPL

Associate

SG SG HUF

AG Key Managerial

UG Relative of Key Managerial

05-06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Sale of fixed Assets 04-05 81.00 0.00 81.00 0.00 162.0

0 0.00 0.00 0.00 0.00 0.00 0.00

05-06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Purchase of fixed Assets

04-05 102.77

0.00 102.77

0.00 205.54 159.80

0.00 111.27

271.07 155.26

155.26

05-06 0.00 0.00 0.00 2.92 2.92 0.00 0.00 0.00 0.00 0.00 0.00 Purchase of goods

04-05 0.00 0.00 0.00 2.82 2.82 0.00 0.00 0.00 0.00 0.00 0.00

05-06 0.00 163.32

18.43 0.00 181.75 0.00 0.00 0.00 0.00 0.00 0.00 Sale of goods

04-05 0.00 0.00 1.87 0.00 1.87 0.00 0.00 0.00 0.00 0.00 0.00 05-06 0.00 0.00 0.00 0.00 0.00 12.59 0.00 8.87 21.46 12.1

5 12.15 Services

rendered 04-05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

05-06 0.00 0.00 36.31 0.00 36.31 0.00 0.00 0.00 0.00 9.00 9.00 Services received 04-05 0.00 0.00 49.75 0.00 49.75 0.00 0.00 0.00 0.00 9.00 9.00

05-06 48.73 10.00 0.00 0.00 58.73 0.00 0.00 0.00 0.00 0.00 0.00 Allotment of Shares(In Numbers)

04-05 19.68 0.00 0.00 0.00 19.68 26.35 0.24 9.09 35.68 20.92

20.92

05-06 3.14 0.00 4.80 0.00 7.94 9.04 5.29 5.93 20.26 4.98 4.98 Loan Accepted

04-05 0.00 0.00 11.45 0.00 11.45 13.32 0.00 0.00 13.32 10.46

10.46

05-06 3.64 0.00 43.75 0.00 47.39 10.49 53.35

6.16 70.01 5.00 5.00 Loan Returned 04-05 5.95 0.00 20.75 0.00 26.70 21.60 0.00 12.60 34.20 27.3

0 27.30

235

05-06 0.00 0.00 0.00 0.00 0.00 0.49 0.51 0.18 1.18 0.01 0.01 Interest Paid 04-05 0.00 0.00 2.54 0.00 2.54 0.00 0.00 0.00 0.00 0.00 0.00

05-06 0.00 13.71 1.11 0.00 0.00 14.82 0.00 0.00 0.00 0.00 0.00 Interest received 04-05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Annexure -15 STATEMENT OF TAX SHELTERS (Rs. In lacs) Particulars 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 Tax Rate 35.70% 36.75% 35.87% 36.59% 33.66% Net Profit before Tax & Extra Ordinary items

35.17 330.63 1,155.58

2,371.10

3,341.50

Tax at Notional Rate 12.56 121.51 414.56 867.64 1,124.75 Adjustments Temperory Difference Difference between Tax on Book & Tax depreciation

-1,096.53 -327.07 619.71 -1,355.74 -1,883.30

Accrued Expenses deductible on actual payment

1.68 -0.73 -0.33 -5.14 -12.57

Unabsorbed depreciation carried forward

774.45 21.85 674.40 39.11 36.27

Tax Credit available MAT

21.82 2.18 2.34 0.00 -356.74

Total A -298.57 -303.78 1,296.11 -1,321.77 -2,216.34 Permanent Differences Due to change in Tax Rate

0.00 -46.56 0.00 -67.94 666.10

Total B 0.00 -46.56 0.00 -67.94 666.10 Net Adjustments A+B -298.57 -350.34 1,296.11 -1389.71 -1,550.24 Tax Saving thereon -106.59 -128.75 464.98 -508.53 -521.81 Total Taxation C -94.03 -7.24 879.54 359.11 602.94 Taxation on extra ordinary items

0.00 0.00 0.00 0.00 0.00

Taxable income as per provisions of MAT

38.68 336.67 1,152.21 2,357.98 3,354.57

Tax Payable as per provisions of MAT (D)

2.96 26.51 88.58 176.85 282.29

Net Tax payable as per IT Returns (Higher of C or D above)

2.96 26.51 879.54 359.11 602.94

Notes the figure for all the above are as per the return of income and audited Balance Sheet. Annexure 16 SIGNIFICANT CHANGES IN THE ACCOUNTING POLICIES DURING THE LAST FIVE YEARS

236

There are no changes in the Accounting policies which affected the profit or loss. Annexure 17

DETAILS OF OTHER INCOME (Rs. In lacs)

Particulars 31.03.02 31.03.03 31.03.04 31.03.05 31.03.06 Commission Recd 0.00 0.00 0.00 532.53 582.64 Consultancy charges recd 0.00 0.00 0.00 75.08 602.70 Work Receipt from Road contract

0.00 0.00 0.00 106.19 0.00

Settlement of Trading transactions

0.00 0.00 0.00 998.00 0.00

Interest Received 4.56 2.34 0.89 4.82 67.98 Contract Settlements (Net) 60.18 8.57 0.00 108.05 293.81 Gain on foreign Exchange Fluctuation

0.00 1.22 40.24 5.65 0.00

Export Incentive 0.00 0.00 81.24 27.39 0.00 Profit on sale of investment 0.00 3.95 28.65 0.00 0.00 Insurance claim Recd 0.00 0.00 0.00 3.01 0.00 Sales tax refunds 0.0 4.01 0.00 0.00 0.00 Miscellaneous Income 3.44 60.03 7.38 94.31 255.83 Total 68.18 80.12 158.40 1,955.03 1,802.95

Annexure 18

MATERIAL DEVELOPMENT OCCURRED AFTER AUDITED BALANCE SHEET DATE

A. The fixed assets of the company i.e. land acquired for mining purposes, located at Betul Dist. M.P. amounting to Rs.2,32,000/- which was registered in the names of the Directors of the Company has been transferred in the name of the company.

B. Sanction Letter from the Banks: Our Company has received sanctions from

various banks, detail of which are as follows

S.No.

Name of the bank

Sanction letter no. & date

Amount Rs in Lacs

01. Punjab National Bank Nil - dated 7th March 2006

20,000.00

02. Oriental Bank of Commerce

CN/184/IND/2006/1410 dated 18th May 2006

5,000.00

03. Indian Overseas Bank Nil - dated 27th May 2006 5,000.00 04. Canara Bank

ISL/876:2006UR dt. 24.07.2006 5,000.00

05. Union Bank of India IFB:ADV:RCS:419:06 – dated 6th June 2006 7,500.00 06. Bank of India NCBB:VMP:2006-07:352 dated 11th July

2006 5,000.00

07. Bank of Maharashtra AH2/NR/ADV/ISL/TL/2006 dated 18th July 2006

4,000.00

08. Central Bank of India CFB:2006-07/9/4 dated 31st July 2006 5,000.00 09. UCO Bank MTR/GEN/71/2006-07 dated 28th August

2006 5,000.00

237

S.No.

Name of the bank

Sanction letter no. & date

Amount Rs in Lacs

10. State Bank of

Travancore DGM/MRO/942 dated 30th August 2006 2,500.00

11. United Bank Of India MUM/ADV/ISL/934/2006 dated 12th September 2006

2,500.00

Total 66,500.00

C. We have issued 4,50,000 shares of Rs. 10 each at a premium of Rs. 190 each to private investors on 1st August 2006.

238

OTHER GROUP COMPANIES / VENTURES OF PROMOTERS A) Ind Mineral Explorers Private Limited Ind Mineral Explorers Private Limited was incorporated under the provisions of the Companies Act on 7th September 1999 as a private limited company vide Certificate of Incorporation No. 10-13735, issued by the Registrar of Companies, Madhya Pradesh, Gwalior. The registered office of the Company is situated at 624, Urla Industrial Complex, Raipur, Chhattisgarh - 493221 The main objects for which the company was incorporated are:

To purchase, take on lease or otherwise acquire any mining rights, mines and lands in India or elsewhere believed to contain metallic, or mineral, saline or chemical substance and to manufacture or otherwise deal with limestone, chalk, clay, ores, metals, minerals, oils, precious and other stones, or deposits or products and generally or to carry on the business of mining in all branches.

Board of Directors Sr. No Name

1. Mr. Aditya Goel 2. Mr. G. Surya Rao

Shareholding Pattern of the Company

Sr. No Name of the Shareholder

No of Shares

Percentage of total shareholding

Promoters 1 Mr. Satish Goel 200 0.05%

2 Mr. Aditya Goel 3,000 0.68% 3 Mrs. Uma Goel 300 0.07% Others 4,36,500 99.20%

Total 4,40,000 100% Financial Summary during the last 3 years:

Rs. in Lacs Particulars For the year ending 31st March 2006 2005 2004 Total Income 55.27 41.19 58.99 PAT/(Loss) 15.03 0.41 1.03 Equity Share Capital 44.00 44.00 44.00 Share Application Money 10.00 10.00 Nil Reserves (excluding revaluation reserve)

12.11 3.93 3.51

Net Worth 66.11 57.78 47.22 NAV per share (Rs.) 12.75 10.86 10.73 EPS per share (Rs.) 4.00 1.00 1.00

239

We have entered into a Non Compete agreement with Ind Mineral Explorers Private Limited commencing from 22nd September 2006. The key terms of the Non Compete Agreement are detailed below: 1. Our Company undertakes and obligates that it shall NOT either on its own

account or in conjunction with others and whether directly or indirectly establish, develop, carry on, assist in carrying on or be engaged in concerned interested or employed in any business, enterprise or venture for Marble/ Dolomite/ Granite Mining activities.

2. Ind Minerals undertakes and obligates that it shall NOT either on its own

account or in conjunction with others and whether directly or indirectly establish, develop, carry on, assist in carrying on or be engaged in concerned interested or employed in any business, enterprise or venture for business of “Mining activities save and except Marble dolomite/ Granite/ Mining activities, other lease / permission in existence before this date. Future mining rights/ permission received by Ind Minerals Ltd for mining activities As defined herein will be assigned to Ind Synergy Ltd by following due procedure.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company, its promoters or directors. The Company has not been declared as a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is it under winding up.

B) Ind Power Limited

Ind Power Limited was incorporated under the provisions of the Companies Act on 13th August 2004 as a public limited company vide Certificate of Incorporation No. U 40108 CT 2004 PLC 16841, issued by the Registrar of Companies, Madhya Pradesh & Chhattisgarh. The Company has obtained Certificate for Commencement of Business dated 21st September 2005 from the Registrar of Companies, Madhya Pradesh & Chhattisgarh.

The registered office of the Company is situated at 624, Urla Industrial Complex, Raipur, Chhattisgarh- 493221 The main objects for which the company was incorporated are:

To carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, resell, acquire, use, transmit, accumulate, employ, distribute, develop, handle, trade, protect, supply and to act as agent, broker, representative, consultants, collaborator, or otherwise to deal in electricity and power and energy in all forms using various conventional and non-conventional sources in all its branches of such place or places as may be permitted by appropriate authorities. Board of Directors Sr. No Name

1. Mr. Satish Goel 2. Mr. Aditya Goel 3. Mr. Satyadeep Sahukar 4. Mr. Bimal Kumar Arora 5. Mr. Vijay Kumar Gupta

240

Shareholding Pattern of the Company

Sr. No Name of the Shareholder No of Shares

Percentage of total shareholding

Promoters 1 Mr. Satish Goel 62,200 1.44% 2 Mr. Aditya Goel 35,600 0.83% 3 Mrs. Uma Goel 14,000 0.32%

Promoters Group 1 Uma Infrastructure Private

Limited 5,94,000 13.76%

Others 36,11,300 83.65% Total 43,17,100 100% Financial Summary during the last 2 years:

Rs. in Lacs Particulars For the year ending 31st

March 2006 2005 Total Income Nil Nil PAT/(Loss) Nil Nil Equity Share Capital 225.32 5.00 Share Application Money 1,031.95 231.10 Reserves (excluding revaluation reserve)

881.28 Nil

Net Worth 2,129.18 232.47 NAV per share (Rs.) 48.70 2.73 EPS per share (Rs.) NA NA

We have entered into a non compete agreement with Ind Power Limited commencing from 22nd September 2006. The key terms of the Non Compete Agreement are detailed below: 1) Our Company undertakes and obligates that it shall NOT either on its own account

or in conjunction with others and whether directly or indirectly establish, develop, carry on, assist in carrying on or be engaged in concerned interested or employed in any business, enterprise or venture for dedicated selling of power activity. However, Our Company will continue the generation of power activities for captive consumption and sell the surplus after captive consumption if any by way of power generated through Wind mill / Waste Heat Recovery System/ Thermal and through methodology to be used in Phase III project of Our Company at Raigarh.

2) Ind Power undertakes and obligates that it shall NOT either on its own account or

in conjunction with others and whether directly or indirectly establish, develop, carry on, assist in carrying on or be engaged in concerned interested or employed in any business, enterprise or venture for business of “Power activities being installation of wind mills or generated through Waste Heat Recovery System or Thermal or through methodology as being proposed to be used by Ind Synergy Limited in their III Phase expansion programme of Steel division at Raigarh.

241

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company, its promoters or directors. The Company has not been declared as a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is it under winding up. 3) Satish Goel Enterprises Private Limited Satish Goel Enterprises Private Limited was incorporated under the provisions of the Companies Act on 28th December 2005 as a private limited company vide Certificate of Incorporation No. U 45204 CT 2005 PTC 18227, issued by the Registrar of Companies, Madhya Pradesh & Chhattisgarh. The registered office of the Company is situated at 624, Urla Industrial Complex, Raipur, Chhattisgarh- 493221 The main objects for which the company was incorporated are: To purchase, take on lease or royalty, hold in free, hire, exchange, or otherwise acquire and to hold and maintain and deal in, sell otherwise dispose of movable and immovable property or parts thereof

To Carry on the business of builders, developers and owners of housing complex, cinema and concert hall, shopping complex, multiple theater, departmental store, amusement park, garden, godown, road, bridges, cannel and other infrastructure project or any business which is ancillary or incidental thereto.

Board of Directors Sr. No Name

1 Mr. Satish Goel 2 Mrs. Uma Goel

Shareholding Pattern of the Company

We have entered into a Non Compete agreement with Satish Goel Enterprises Private Limited commencing from 22nd September 2006. The key terms of the Non Compete Agreement are detailed below: 1) Our Company undertakes and obligates that it shall NOT either on its own account

or in conjunction with others and whether directly or indirectly establish, develop, carry on, assist in carrying on or be engaged in concerned interested or employed in any business, enterprise or venture for real estate/ developer of park, garden and departmental stores.

Sr. No Name of the Shareholder No of Shares

Percentage of total shareholding

Promoters 1 Mr.Satish Goel 5,000 50%

2 Mrs.Uma Goel 5,000 50% Total 10,000 100%

242

2) Satish Goel Enterprises hereby undertakes and obligates that it shall NOT either on its own account or in conjunction with others and whether directly or indirectly establish, develop, carry on, assist in carrying on or be engaged in concerned interested or employed in any business, enterprise or venture for business of infrastructure activities except park, garden, departmental stores save & except one for which commitment has been made.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company, its promoters or directors. The Company has not been declared as a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is it under winding up. 4) Ind Multi Media Private Limited Ind Multi Media Private Limited was incorporated under the provisions of the Companies Act on 17th November 2005 as a private limited company vide Certificate of Incorporation No. U 02212 CT 2005 PTC 18115, issued by the Registrar of Companies, Madhya Pradesh & Chhattisgarh. The registered office of the Company is situated at 624, Urla Industrial Complex, Raipur, Chhattisgarh- 493221 The main objects for which the company was incorporated are:

To carry on the business of producers, printers, publishers of newspapers and periodicals, gazettes, trade lists, year books, statistics and other publications as literatures and to carry on the business of recorders, copiers, sponsor, distributors, dealers, agents of print & multi media and to carry on the business as newspapers proprietors, compact disk makers, printers, publishers and advertising agents.

To carry on the business of production, distribution, exhibition of films and or motion pictures, operas, stage plays, revues ballets, promenades and other musical and dramatic performances and entertainments and to carry on the business of builders, developers and owners of multiplex theater, cinema and concert hall, studios, shopping complex, departmental store, housing complex, amusement park, garden.

Board of Directors Sr. No Name

1 Mr. Aditya Goel 2 Mr. Amol Umranikar

Shareholding Pattern of the Company

Sr. No Name of the Shareholder No of Shares

Percentage of total shareholding

Promoters 1 Mr. Aditya Goel 19,000 95% Others 1 Mr. Amol Umranikar 1,000 5% Total 20,000 100%

243

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company, its promoters or directors. The Company has not been declared as a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is it under winding up. 5) Jagdamba Roller Flour Mills Private Limited Jagdamba Roller Flour Mills Private Limited was incorporated under the provisions of the Companies Act on 25th November 1986 as a private limited company vide Certificate of Incorporation No. 3678 of 1986, issued by the Registrar of Companies, Madhya Pradesh, Gwalior. The registered office of the Company is situated at 624, Urla Industrial Complex, Raipur, Chhattisgarh- 493221 The main objects for which the company was incorporated are: To carry on the business of grinding wheat and other produce and milling and manufacturing business in the preparation of grain, cereals produce and bye – products therefrom. To establish, install and run roller flour mills and sell, buy or deal in grains of all kinds of rice, cereals and other produce to erect, construct and maintain granaries, store houses. Board of Directors Sr. No Name

1. Mr. Satyadeep Sahukar 2. Mr. Madanlal Sharma

Shareholding Pattern of the Company

Sr. No Name of the Shareholder No of

Shares

Percentage of total shareholding

Promoters 1 Mr. Satish Goel 12,580 27.96% 2 Mr. Aditya Goel 3,371 7.49% 3 Mrs. Uma Goel 6,500 14.44%

Promoters Group 1 Uma Infrastructure Private

Limited 9,700

21.56% 2 Satish Goel HUF 7,200 16.00%

Others 5,649 12.55% Total 45,000 100.00%

244

Financial Summary during the last 3 years: Rs. in Lacs

Particulars For the year ending 31st March 2006 2005 2004 Total Income 42.32 64.35 77.70 PAT/(Loss) 0.74 1.26 3.01 Equity Share Capital (FV Rs. 100) 45.00 45.00 45.00 Preference Share Capital - 5.00 5.00 Reserves (excluding revaluation reserve) (44.87) (45.61) (46.88) Net Worth 0.09 (0.67) (1.94) NAV per share (Rs.) 0.21 (1.48) (4.31) EPS per share (Rs.) 1.65 2.80 5.19*

*EPS has been calculated after reducing Dividend to be paid on Preference Shares from the PAT as mentioned in the table above. There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company, its promoters or directors. The Company has not been declared as a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is it under winding up.

DETAILS ABOUT COMPANIES / FIRMS FROM WHICH PROMOTERS HAVE DISASSOCIATED DURING THE LAST THREE YEARS:

A) ORINENT TIMBER COMPANY

Orient Timber Company was incorporated as a partnership firm in the year 1985 to carry on the business of Real Estate. Satish Goel (HUF) and Mrs. Uma Goel were the partners in this Company.

On 01-11-2005 both the partners mutually decided to dissolve the partnership firm. For a long time there was not much activity carried our in this firm and hence the partners of the firm decided to dissolve the firm.

CHANGES IN ACCOUNTING POLICIES DURING PRECEDING THREE YEARS

The change in accounting policies, if any, during preceding three years are disclosed as part of the auditors report.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENTS

You should read the following discussion of our financial condition and results of operations together with our audited financial statements for the FY 2002, 2003, 2004, 2005 and 2006, including the Annexures and Notes thereto and the Reports thereon, which appear in this Draft Red Herring Prospectus. These financial statements are prepared in accordance with Indian GAAP, the Companies Act, and the SEBI Guidelines as described in the Auditor’s Report of Deshpande Malu & Co. dated 19th September 2006 in the section with the title ‘Financial Information’. Business Overview Our Company is engaged into the diversified line of businesses. Currently our operations include Production of Sponge Iron & Steel Billets, Real Estate, Soya Oil Extraction, Wheat Products, Power from Wind Mills and Waste Gases, and Mining. Our Company was incorporated as a private limited company on 28-03-1985 as Goel Agro Forestry & Finance Private Limited with the primary objective of undertaking social forestry. We have planted Eucalyptus plants with the financial assistance of Bank of India, Raipur Branch on about 200 acres of land in Simga Tehsil of Raipur District. Our Company with an intention to diversify into Solvent Extraction changed the name to Goel Agro Industries Private Limited in 1993. Further, Our Company was converted into a Public Limited company and the name was changed to Goel Agro Industries Limited on 04-11-1993. The name of Our Company was again changed to Ind Agro Synergy Limited on 01-09-1994. During the period from 2000-05 Our Company diversified its activities by setting up various divisions namely wheat, Power, Steel, Real Estate & Mining. Pursuant to this diversification from Agro Based Products to other sectors the name of Our Company changed to Ind Synergy Limited in 2005. Significant Accounting Policies Preparation of financial statements in accordance with Indian Generally Accepted Accounting Principles, the applicable accounting standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, require our management to make judgements, estimates and assumptions regarding uncertainties that affect the reported amounts of our assets and liabilities, disclosures of contingent liabilities and the reported amounts of revenues and expenses. These judgements, assumptions and estimates are reflected in our accounting policies, which are more fully described in the Auditor’s Report in this DRHP. Certain of our accounting policies are particularly important for the portrayal of our financial position and results of operations and require the application of significant assumptions and estimates of our management. We refer to these accounting policies as our “significant accounting policies”. Our management uses its historical experience and analyses, the terms of existing contracts, historical cost convention, industry trends, information provided by our agents and information available from other outside sources, as appropriate, when forming its assumptions and estimates. However, this task is inexact because our management is making assumptions and providing estimates on matters that are inherently uncertain. While we believe that all aspects of our financial statements should be studied and understood in assessing our current and expected financial condition and results, we

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believe that there are certain critical accounting policies that warrant additional attention. For details of these accounting policies kindly refer Annexure III of the Auditors’ Report on Page [•]. Business Performance: Our total income has grown from 25,339.53 lacs in fiscal 05 to 37,942.14 lacs in fiscal 06. The total profit after taxation for fiscal 06 is Rs. 2,528.86 lacs compared with Rs. 1,678.90 lacs for fiscal 05. During fiscal 06, our capacity of sponge iron was expanded from 1,00,000 TPA to 2,00,000 TPA. Income: We have been mainly engaged in Production of Sponge Iron & Steel Billets, Real Estate Soya Oil Extraction, Wheat Products, Power from Wind Mills and Waste Gases, and Mining. The trend of net sales (export and domestic) for the past 3 years is given below:

Particulars

Year ended March 31, 2004

Year ended March 31, 2005

Year ended March 31, 2006

Sales Amount

As % to

Total Sales

Sales Amount

As % to

Total Sales

Sales Amount

As % to

Total Sales

Domestic Sales

MANUFACTURING ACTIVITIES Steel Division

Sponge Iron - - 3,804.21 16.26% 6,058.25 16.76%

Steel Billets - - 2,384.36 10.19% 7,275.84 20.13%

Steel Ingots - - 454.14 1.94% - -

Iron Ore Fine - By Product

- - - - 225.71 0.62%

Others - - - 0.5 0.00%

Sub - Total (A) - - 6,642.71 28.40% 13,560.30 37.52%

Soya Division

Soya Crude Oil 2,528.25 14.74% 138.46 0.59% 720.4 1.99%

Mango Crude Oil 33.59 0.20% - - - -

Refined Oil 4,798.45 27.97% 2,773.5 11.86% 4,485.12 12.41%

Soya De Oiled Cake 773.34 4.51% 390.56 1.67% 1,188.64 3.29%

Mango De Oiled Cake 3.68 0.02% - - -

-

Cattle/Poultry Feed 484.73 2.83% 190.27 0.81% 63.93 0.18%

Refinery By-Peosuxra 47.63 0.28% 27.74 0.12% 35.11 0.10%

Tank Sludge Sales 0.84 0.00% 1.28 0.01% -

-

Sub - Total (B) 8,670.51 50.53% 3,521.81 15.06% 6,493.20 17.97%

Wheat Division

Atta 291.44 1.70% 243.4 1.04% 195.03 0.54%

Maida 811.92 4.73% 573.67 2.45% 449.99 1.25%

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Particulars

Year ended March 31, 2004

Year ended March 31, 2005

Year ended March 31, 2006

Sales Amount

As % to

Total Sales

Sales Amount

As % to

Total Sales

Sales Amount

As % to

Total Sales

Suji 51.28 0.30% 37.53 0.16% 45.48 0.13%

Wheat Bran 203.14 1.18% 144.51 0.62% 103.96 0.29%

Wheat Husk 0.94 0.01% 0.28 0.00% 0.28 0.00%

Sub - Total (C) 1,358.72 7.92% 999.39 4.27% 794.74 2.20%

Power Division

Electricity( Inter Division)

48.2 0.28% 3.74 0.02% 473.89 1.31%

Sub - Total (D) 48.2 0.28% 3.74 0.02% 473.89 1.31%

TOTAL FOR MANUFACTURING ACTIVITES(A+B+C+D)

10,077.43 58.73% 11,167.65 47.74% 21,322.13 59.00%

TRADING ACTIVITES

Soya Division

Refined Oil Trading - - 6,844.51 29.26% 3,176.81 8.79%

Steel Division

Ingot- Trading - - - - 3,520.99 9.74%

Steel Billets - 919.59 3.93% - -

Steel Structures - - 44.95 0.19% - -

Pig Iron - - 349.26 1.49% - -

Trading

Trading Iron Ore Fine - - 665.58 2.85% 2914.8 8.07%

Coal - - 725.58 3.10% 773.23 2.14%

Others

Land 360 2.10% 162 0.69% - -

TOTAL FOR TRADING ACTIVITES

360.00 2.10% 9,711.47 41.52% 10,385.83 28.74%

TOTAL DOMESTIC SALES (MANUFACTURING + TRADING)

10,437.43 60.83% 20,879.12 89.26% 31,707.96 87.74%

Export Sales (Manufac turing)

Soya De Oiled Cake 6,720.32 39.17% 2,512.11 10.74% 4,431.22 12.26%

Sub Total 6,720.32 39.17% 2,512.11 10.74% 4,431.22 12.26%

Total Sales (net of discount)

17,157.75 100% 23,391.23 100% 36,139.18 100%

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Sales of manufactured products During 2004 – 05 we diversified our business by entering into the Steel Sector. We set up our Phase I of steel division in a record time of 11 months with a capacity of 1,00,000 MTPA of sponge iron, 40,000 MTPA of billets and 8 MW of power. We Commenced production in mid of the year. Then in the FY 2005 – 06 we expanded our capacity by setting up Phase II of Steel plant with an additional capacity of 1,00,000 MTPA of sponge iron. We have also set up a real estate division and are presently developing a residential complex in Nagpur. Sales of traded products Trading income from our soya division includes trading of refined oil. Trading income from our Steel division includes trading of iron ore fines, steel billets, coal, ingots. With regard to Iron ore fines we trade in iron ore fines generated in the process of crushing of iron ore and also iron ore fines purchased by us. Excise Duty Excise Duty is levied on the products produced and sold by us. The prevailing rate is 16% ad-valorem, payable at the time of removal of the products for domestic sales, after adjustments of the credits of Central Value Added Tax available on inputs procured by Our Company, as per the Central Excise Rules and Regulations. We claim CENVAT credit on capital goods acquired and depreciation is also claimed on the net cost of the assets. The cenvat credit is adjusted in a period of two years for capital goods, for input for capital goods and for raw material we can claim cenvat credit in the same year. These claims are taken against the levied excise tax from our sales. Debtors

Analysis of Debtors to sales

Particulars Year ended March 31,

2004

Year ended March 31,

2005

Year ended March 31, 2006

Sales 17,157.75 23,384.50 36,139.18 Total Debtors 487.17 2580.55 2239.7 %age to Sales 2.84% 11.04% 6.20%

Debtors More than 6 Months Old

0.29 5.53 25.08

%age to Sales 0.00% 0.02% 0.07% Other Debtors 486.88 2575.02 2214.62 %age to Sales 2.84% 11.01% 6.13%

Fiscal 2004 was an exceptionally good year for soya as demand for soya products increased steeply because of the Mad Cow disease in other supply nations. Because of this disease our soya products were sold on cash basis. Hence % of debtors to sales was low in that year. Our debtors for the fiscal 2006 went down as compared to our debtors for the fiscal 2005, since product mix of Our Company changed during the fiscal 2006. Steel

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products which have faster realization period as compared to soya contributed largely to our income of our steel division. OUR RESULTS OF OPERATIONS The table below sets forth various line items from our audited financial statements for fiscal 2004, 2005 and 2006, as a percentage of total income.

Particulars 31st March

2004 31st March

2005 31st March

2006

INCOME

SALES 17,157.75 23,384.50 36,139.18

% increase 36.29% 54.54% Other Income 158.4 1955.03 1802.96 % increase 1134.24% -7.78%

Total Income 17,316.15 25,339.53 37,942.14

% increase 46.33% 49.73%

Total Expenditure before interest and depreciation 15731.79 21691.23 32491.15

As % to total income 90.85% 85.60% 85.63%

Raw Materials Consumed 14215.64 18102.32 24810.78 As %age to Total Income 82.09% 71.44% 65.39% Manufacturing Expenses 636.54 2716.33 5683.95 As %age to Total Income 3.68% 10.72% 14.98% Expenses on Employees 64.87 171.07 349.77 As %age to Total Income 0.37% 0.68% 0.92% Administrative & Other Expenses 131.1 157.63 303.28 As %age to Total Income 0.76% 0.62% 0.80% Selling & Distribution Expenses 683.64 543.88 1343.37 As %age to Total Income 3.95% 2.15% 3.54% Profit before Interest, Depreciation and Tax 1584.36 3648.3 5450.99 As %age to Total Income 9.15% 14.40% 14.37% Financing Cost 300.39 830.13 1396.28 As %age to Total Income 1.73% 3.28% 3.68%

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Depreciation 128.39 447.07 713.21 As %age to Total Income 0.74% 1.76% 1.88%

Net Profit Before Tax 1155.58 2371.1 3341.5

As %age to Total Income 6.67% 9.36% 8.81% Net Profit After Tax 601.94 1678.9 2528.86 As %age to Total Income 3.48% 6.63% 6.67%

Comparison of Fiscal 2006 to Fiscal 2005 Major Events

• Setting up of additional 1,00,000 MTPA capacity of sponge iron. • Allocation of Coal block by Ministry of Coal Government of India in Nakia Block,

Chhattisgarh • Recommendation by Madhya Pradesh State Government to Government of India

for allocation of Coal Block at Rawanwara North, Madhya Pradesh

Revenues Our total income for the Fiscal 2006 was Rs. 37,942.14 lacs as compared to Rs. 25,339.53 lacs in fiscal 2005, which is increase of 49.73%. Rise in our External Sales was result of our increased turnover of steel products and soya products. The capacity of Sponge Iron was increased from 1,00,000 TPA to 2,00,000 TPA in the mid of fiscal 2006. This resulted in increased production of sponge iron. Moreover, plant capacity of sponge iron and steel billets set up in 2005 was also utilized for full year in the current fiscal. The total external sales of iron & steel (total of manufacturing and trading of the steel division) of Our Company was 15,231.42 lacs as compared to Rs. 8,217.28 lacs showing an increase of 85.35%. Though there was reduction in Steel prices as compared to previous year but the fall in prices was offset by increase in our total sales volume. Production of Soya crude oil and refined oil was nearly double as compared to fiscal 2005. This resulted in increase of external sales to Rs. 14,100 lacs in fiscal 2006 as compared to Rs. 12,832.07. However, sales value does not increase in proportion to sales volume mainly due to vast decrease in prices of soya products; especially decrease in the prices of soya de-oiled cake by nearly 14%, which constitutes a major chunk of our total production. Our trading income (other than trading of goods done in steel and soya division) mainly consists of income from trading of iron ore fines and coal. Our trading income of Rs. 1384.42 lacs in fiscal 2005 has increased to Rs. 3688.03 lacs, increase of 166.40%. This increase is mainly due to increase of our business connections and increase in export of iron ore fines. We had also imported ship load of imported coal which was sold to other steel plants. Our Company also generates revenue from commission and financial consultancy services. The total income from these activities has increased from Rs. 607.61 lacs in fiscal 2005 to Rs. 1,185.34 lacs in fiscal 2006. This increase is mainly due to increase in our fees from consultancy services.

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There was a decrease in other income (other than commission and consultancy services) from Rs. 1,347.42 lacs in fiscal 2005 to Rs. 617.62 lacs in fiscal 2006 showing decrease of 54.16%. Expenditures Our total expenditure before the cost of financing, amortization and depreciation, in fiscal 2006 was Rs. 32,491.15 lacs as compared to Rs. 21,691.23 lacs in fiscal 2005, which is an increase of 49.78%. Our total expenditure before the cost of financing, amortization and depreciation, as a percentage of total revenue was similar to that of fiscal 2005 at 85.60%. Materials The total expenditure on materials in fiscal 2006 was Rs. 24,810.78 lacs as compared to Rs. 18,102.32 lacs in fiscal 2005. There was an increase of 37.06% mainly due to increase in total production of steel products as well as soya products. Also in the fiscal year 2005 our steel plant was operational for only for 6 months as compared to full year production in fiscal 2006. However, our total raw material cost to percentage of revenues was decreased to 65.39% in fiscal 2006 as compared to 71.44% in fiscal 2005. Despite increase in the prices of Iron ore and dolomite and other raw materials used for production of Sponge Iron, average cost of Sponge Iron is lower in fiscal 2006 as compared to fiscal 2005 due to better yield from the raw material consumed and use of better quality raw material. The prices of soya has decreased in fiscal 2006 as compared to fiscal 2005 but we have not been benefited from this decrease as it has been offset by the corresponding decrease in prices of soya crude oil, refined oil and soya de-oiled cake thus decreasing our sales value. Manufacturing and Operating Expenses Manufacturing costs include costs of power & fuel, stores, insurance, repairs & maintenance charges, expenses on real estate division etc. Our expenditure on account of manufacturing and operating expenses has increased from Rs. 2,716.33 lacs in fiscal 2005 to Rs. 5,683.95 lacs, which is an increase of 109.25%. This is primarily because of increase of production of both the major products. Our manufacturing expenses as a percentage to total income have increased from 10.72% in fiscal 2005 to 14.98% in fiscal 2006. The main reason of this increase is rise in power & fuel requirement in our steel division due to its expansion as compared to full year of production of steel in fiscal 2006 as compared to half year of production of steel in fiscal 2005. Personnel Expenses Our cost of personnel, which includes remuneration, benefits etc. to employees, has increased from Rs. 171.07 lacs in fiscal 2005 to Rs. 349.77 lacs in fiscal 2006, which is almost double. The expenditure on employees as a percentage to total income has increased from 0.68% in fiscal 2005 to 0.92% in fiscal 2006. The increase is mainly due to more recruitment by the management as a result of expansion in various activities. Administration and other Expenses Our Administration expenses has increased from Rs. 157.63 lacs to Rs.303.28 lacs. The percentage of expenditure to the total income has marginally increased from 0.62% to 0.80%. The increase is primarily due to increased business activities in all the segments.

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Selling and Distribution Expenses Our cost of selling and distribution includes cost incurred for freight for all the segments, brokerage and commission to agents to distribute our products and advertisement expenses. We incurred a cost of Rs.1,343.37 lacs in fiscal 2006 as compared to Rs. 543.88 lacs in fiscal 2005. Our selling and distribution expenses as a percentage to total income has increase from 2.15% to 3.54%. This increase is primarily due to increase in our freight expenses due to increase in sales of Sponge Iron in market which was used on a large scale for captive consumption for making steel billets & ingots. This happened since there was an increase in capacity of manufacturing Sponge Iron with no corresponding increase in capacity of Billets & Ingots, Our Company had to sale Sponge Iron in the market. Earnings before interest, depreciation, tax and amortization Our EBIDTA in fiscal 2006 was Rs. 5,450.99 lacs as compared to Rs. 3,648.30 lacs in fiscal 2005. This represents an increase of 49.41%. This is mainly due to higher sales of our steel products. Our EBIDTA as a percentage to our total income for fiscal 2006 is 14.37% as compared to 14.40% in fiscal 2005. Financing Cost Our financing cost has increased from Rs. 830.13 lacs in fiscal 2005 to Rs. 1,396.28 lacs in fiscal 2006. This is an increase of 68.20%. The increase is primarily due to increase of term loan and working capital loan for our steel division because of expansion in that division. Depreciation Depreciation pertains to depreciation of our tangible assets being building, plant & machinery, computers, office equipments, furnitures & fixtures. Depreciation on assets was higher at Rs. 713.21 lacs for fiscal 2006 and Rs. 447.07 in fiscal 2005. The increase has been due to addition in plant and machinery and other fixed assets in steel division and also because of charge of depreciation for full year for the plant set up in the last year. Net Profit after Tax Our profit after tax in fiscal 2006 is Rs. 2528.86 lacs in fiscal 2006 as compared to Rs. 1678.90 lacs which represents an increase of 50.62%. This is mainly due to higher sales of our steel products. Our PAT as a percentage to our total income for fiscal 2006 is 6.67% as compared to 6.63% in fiscal 2005. Comparison of Fiscal 2005 to Fiscal 2004 Fiscal 2004 and Fiscal 2005 are not exactly comparable because of the following reasons:

1. Fiscal 2004 was an exceptionally good year for soya as demand for soya products increased steeply because of the Mad Cow disease in other supply nations.

2. During fiscal 2005 Our Company’s sponge iron, billet and power plant commenced operations.

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Major Events • Commencement of production of Phase I of Steel Plant with a capacity of

1,00,000 MTPA of sponge iron, 40,000 MTPA of billets and 8 MW of power. • ISO 9001:2000 Certificate granted for Integrated Steel Plant for its Quality

Management. Revenues Our total income for the Fiscal 2005 was Rs. 25,339.53 lacs as compared to Rs. 17,316.15 lacs in fiscal 2004, which is increase of 46.33%. The sales growth was on account of commencement of sales realization from the steel division. In fiscal 2005, the plant was in operation for nearly 6 months. The total external sales of iron & steel (total of manufacturing and trading of the steel division) of Our Company was 8217.28 lacs. Because of sales of our steel products, our total turnover increased despite of decrease in our turnover of soya and other agricultural products. Our total sales of agricultural products (soya, atta, White flour, Semolina, wheat bran and wheat husk) was 13,889.41 lacs in fiscal 2005 as compared to Rs. 16,731.03 lacs in fiscal 2004, which is a decrease of 16.98%. Considering that fiscal 2004 was an exceptional year for Soya division, the sales can be considered at reasonable level in fiscal 2005. Our trading income (other than trading of goods done in steel and soya division) was Rs. 1,384.42 lacs in fiscal 2005. Since we had not commenced our steel division in 2004, we were not involved in trading of iron ore fines and coal and thus there was no trading income in fiscal 2004. Our other income for fiscal 2005 was Rs. 1,955.03 lacs as compared to Rs. 158.40 lacs. The main reason for increase is diversifying into service sector. Our Company had resources in the form of infrastructure, manpower and Financial Resources, which it successfully utilized by acting as commission agent for sale of wide range of products for number of parties with whom we have business relations. We had also started providing financial consultancy services from the fiscal 2005. Expenditures Our total expenditure before the cost of financing, amortization and depreciation, in fiscal 2005 was Rs. 21691.23 lacs as compared to Rs. 15731.79 lacs in fiscal 2005, which is an increase of 37.88%. Our total expenditure before the cost of financing, amortization and depreciation, as a percentage of total revenue was 85.60% in fiscal 2005 as compared to 90.85% in fiscal 2004. The decrease was primarily due to decrease in raw material consumed as a percentage of sales. Materials The total expenditure on materials in fiscal 2005 was Rs. 18102.32 lacs as compared to Rs. 14215.64 lacs in fiscal 2004. This was an increase of 27.34% despite of decrease in production of soya products mainly due to production of steel products in the fiscal 2005. However, our total raw material cost to percentage of revenues was decreased to 71.44% in fiscal 2005 as compared to 82.09% in fiscal 2004. This decrease was mainly due to change in product mix. We commenced production of steel products in fiscal 2005 which was not there in fiscal 2004. The prices of soya decreased in fiscal 2005 as compared to fiscal 2004 but we have not been benefited from this decrease as it has been offset by the corresponding decrease in prices of soya crude oil, refined oil and soya de-oiled cake thus decreasing our sales value.

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Manufacturing and Operating Expenses Our expenditure on account of manufacturing and operating expenses has increased from Rs. 636.54 lacs in fiscal 2004 to Rs. 2716.33 lacs in fiscal 2005, which is an increase of 326.73%. This is primarily because of the huge requirement of power, fuel & water in our Steel plant. In addition to this our real estate division was granted a Road Contract. Our manufacturing expenses as a percentage to total income have increased from 3.68% in fiscal 2004 to 10.72% in fiscal 2005 due to increase in diversified activities. Personnel Expenses Our cost of personnel has increased from Rs. 64.87 lacs in fiscal 2004 to Rs. 171.07 lacs in fiscal 2005, which is an increase of 163.71%. The expenditure on employees as a percentage to total income has increased from 0.37% in fiscal 2004 to 0.68% in fiscal 2006. The increase is mainly due to more recruitment of the professional and experienced persons by the management as a result of diversification in various activities. Administration and other Expenses Our Administration expenses has increased from Rs. 131.10 lacs to Rs.157.63 lacs. The percentage of expenditure to the total income has marginally decreased from 0.76% to 0.62%. Selling and Distribution Expenses We incurred a cost of Rs.543.88 lacs in fiscal 2005 as compared to Rs. 683.64 lacs in fiscal 2004. Our selling and distribution expenses as a percentage to total income has decreased from 3.95% to 2.15%. Earnings before interest, depreciation, tax and amortization Our EBIDTA in fiscal 2005 was Rs. 3648.30 lacs as compared to Rs. 1584.36 lacs in fiscal 2004. This represents an increase of 130.27%. This increase is mainly due to sale of steel products. Our EBIDTA as a percentage to our total income for fiscal 2005 is 14.40% as compared to 9.15% in fiscal 2004. This increase was due to better operating margin in our new product line i.e. steel. Financing Cost Our financing cost has increased from Rs. 300.39 lacs in fiscal 2004 to Rs. 830.13 lacs in fiscal 2005. This is an increase of 176.35%. The increase is primarily due to increase of term loan and working capital loan for our steel division as well as term loan taken for our real estate division. Depreciation Depreciation on assets was higher at Rs. 447.07 lacs for fiscal 2005 and Rs. 128.39 in fiscal 2004. The increase has been due to addition of plant and machinery and other fixed assets in our steel division set up in Chhattishgarh.

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Net Profit after Tax Our profit after tax in fiscal 2005 is Rs. 1678.90 lacs in fiscal 2005 as compared to Rs. 601.94 lacs which represents an increase of 178.91%. This increase is mainly due to our diversification in steel products. Our PAT as a percentage to our total income for fiscal 2005 is 6.63% as compared to 3.48% in fiscal 2004. Better operating margin in steel has increased our PAT margin but not in proportion to operating margin because of high financing and depreciation cost. KEY FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS Our results of operations could potentially be affected by the following factors:

1. General economic and business conditions in India: We derive a substantial portion of our revenues from the Indian market. We shall therefore be affected by general economic and business conditions in the country, particularly that in the Steel sector. India’s GDP growth and its industrial growth and development will be important factors which determine our operating results and future growth.

2. Growth in Oil and Gas Industry, Automobile, Manufacturing and

Engineering of precision equipments: Our proposed product lines which is seamless tube, alloy bars and wire rods are the main requirement of the above captioned industry. With the growth of this sector lies our future growth.

3. Growth in construction and infrastructure sector in India: Our revenues are generated through multiple products basically steel, which is major input for the Infrastructure industry in India. The growth of this sector will affect our operating margins and future growth. Our mild steel products cater to these sectors.

4. Our ability to commence mining operations: We currently source our raw

materials; primarily iron ore and coal by way of firm arrangements. We have made several applications for mining leases primarily in the States of Chhattisgarh and Madhya Pradesh for mining of iron ore and coal, in order to ensure secured availability of raw materials, and to minimise fluctuation in prices of key raw materials. Our Company has been granted sanction of prospecting mining lease over an area of 800 hectares in village Hahaladdi and over an area of 287 hectares in village Metabodali iron ore mines in Chhattisgarh state for a period of 2 years which would be converted to 30 years mining lease after 2 years. Similarly, Coal Block has been allotted at Nakia,(Chhattishgarh) and for coal block at Rawanwara North (Madhya Pradesh) state Government has recommended to the Central Government for the allocation of the same. Early implementation of mining operations would positively impact our operating margins and financial performance.

5. Our ability to achieve operational efficiency and low cost of production:

Our cost of production is dependent on the efficiency of the operations of our various units, independently as well as jointly, which can improve specific consumption of energy, raw materials and manpower, each of which is a significant factor influencing the cost of production, and thereby affecting our operational and financial performance.

6. Changes in international prices of our products: Since we are exporting iron

ore fines and soya de-oiled cake to foreign markets at international market

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prices on arms length basis, fluctuation in the international prices of these products will affect the operational results and financial performance. As raw material is scarce and requirement is huge there will always be positive potential in this business.

7. Fluctuations in exchange rate and interest rates: Since a part of our sales

shall be in foreign currency, the exchange rate between the US Dollar and Indian Rupee will affect our operating results to the extent that these costs are not passed on to our customer or supplier by commensurate adjustment in our prices.

8. Unusual or infrequent events or transactions:

Any unusual or infrequent event in Our Company, our country or in the international market may affect our business activities.

9. Seasonality of business: Our part of sales consists of revenue from Soya products which is a seasonal product. With the expansion and focus in steel and real estate divisions, income from soya division as a percentage of total turnover will reduce.

DETAILS OF ANY ENCUMBRANCES OVER THE PROPERTY OF OUR COMPANY AND GUARANTEES GIVEN BY OUR COMPANY TO ANY OTHER PARTY:

There are no other encumbrances over the property of Our Company, except those mentioned in the Auditors report.

DETAILS OF MATERIAL DEVELOPMENTS AFTER THE DATE OF LAST BALANCE SHEET:

Refer to Annexure 18 under the Chapter titled “Financial Statements” on page [•]

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SECTION VIII - LEGAL AND OTHER REGULATORY INFORMATION

OUTSTANDING LITIGATIONS Our Company has 8 criminal complaints and 31 civil suits including arbitration proceedings pending at different levels of adjudication before various courts, tribunals, appellate tribunals, enquiry officers and arbitrators. Except as described below, there are no outstanding litigations, suits or criminal or civil prosecutions or tax liabilities or economic offences against Our Company, its Directors, Promoters or companies promoted by its promoters that would have a material impact on the business of Our Company and there are no defaults, non payment or statutory dues, institutional/bank dues and dues payable to holders of debentures, bonds and fixed deposits and arrears of preference shares that would have a material adverse effect on the business other than unclaimed liabilities by Our Company or its directors, its Promoters or companies promoted by its promoters. Further, the Directors, Promoters or companies promoted by the promoters have not been declared as willful defaulter by Reserve Bank of India, and also have not been debarred from dealing in securities and/or accessing the capital markets by SEBI and no disciplinary action has been taken against them by SEBI or any stock exchanges.

CRIMINAL CASES Sr. No.

Parties Date of Institution

Suit No. and Authority before whom the suit is pending with

Particulars Present Status

Amount involved (Rs.)

CRIMINAL CASES FILED BY OUR COMPANY

1.

Our Company v/s Surya Khaniji, a proprietary concern

April 20, 2005.

Criminal Complaint No. 175/2005 before the Chief Judicial Magistrate, Nagpur.

Our Company issued a purchase order to Surya Khaniji dated March 15, 2004 for the purchase of iron ore and an amount of Rs. 10,00,000/-was paid as advance to Surya Khaniji. Surya Khaniji failed to supply the goods as per the quality stipulated in the purchase order. Since the goods were not as per the quality stipulated Our Company demanded the advance amount from Surya Khaniji. However, Surya Khaniji only refunded Rs. 5,00,000/-

The matter is pending. The Court has issued directions to the Police Station, Ambazari for investigating into the matter and submit a report to the Court under Section 156 of the Code of Criminal Procedure, 1973.

The estimated cost benefit is Rs. 5,00,000/-

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Therefore, Our Company filed a criminal complaint under Section 200 of the Criminal Procedure Code, 1973 for taking cognizance of offences punishable under Section 420 and 406 of the Indian Penal Code, 1908.

2. Our Company v/s The Regional Officer, Chhattisgarh Environment & Conservation Board (“CECB”)

January 10, 2006

Criminal Case No. 90/2006 before the District Session Judge, Raigarh.

Regional Officer of the CECB vide its order, ordered Our Company to discontinue its manufacturing activities for the expansion and setting up of Kiln-II until site clearance is obtained. Case No. 46/06 was filed against Our Company for violating the Air (Prevention and Control of Pollution) Act 1981 and Water (Prevention and Control of Pollution) Act 1974. This case was registered by the Magistrate and the same was ordered to be tried. Aggrieved by the said order, Our Company filed an application before the District Session Judge, Raigarh to challenge the said order

The matter is pending.

Not quantifiable

3. Our Company v/s Vishal

- Complaint No. 125/1998 before the Chief Judicial Magistrate,

VEOL & others had entered into a contract with Our Company for the

The matter is pending for oral and documentary

Not quantifiable

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Export Overseas Limited (VEOL), Deepak Mehta and Diamond Jubilee Co-operative.

Nagpur. sale of Indian Toasted Soyabean Extraction. The payment terms were modified as per an addendum to the contract dated February 2, 1998 and one of the terms of the contract was that VEOL was to release the payment of Rs. 1,67,41,250/- against 95% of the total contract value but only an amount of Rs. 1,59,33,269/-, i.e. 90% of the contract value was released. The final invoice was sent wherein Our Company demanded the balance amount of Rs. 11,59,778/-. However the payment of the balance amount was not made. Our Company has alleged that VEOL committed a fraud on Our Company by fabricating the letterheads of Our Company and forging the signatures of the authorized signatory of Our Company and created documents in form of bill of exchange, invoice and delivery order, applied for the opening of letter of credit in name of Our Company with the State Bank of India where Our Company was

evidence.

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shown as a beneficiary and had also taken out demand draft in the name of Our Company and the said drafts were sent to Our Company towards payment of 90% of the order. Hence Our Company filed a Criminal Complaint under the Indian Penal Code.

4. Our Company v/s Vijay Kumar Nirman Company (VNC), Venkateswar Rao (VR), Anil Mahale (AM), Sharad Shirke (SS), Sushil Kumar Gupta (SG), G. Ramarao (GR) and Dinesh Barde (DB).

August 8, 2006

Criminal complaint No. 3586/2006 before the Chief Judicial Magistrate.

Our Company engaged VNC as their civil contractor and issued a work order bearing no. IASL/NGP/ISP-11/CBL/1126 dated November 1, 2004. VNC through AM and SS in association with KG and GR who were the structural consultants and employees of Our Company, intentionally cheated Our Company by building a poor quality of Iron Ore Bin Hopper. Due to the poor quality, Iron Ore Bin Hopper finally collapsed causing heavy financial losses to Our Company. The poor quality work came to the notice of Our Company through another structural consultant who in its report had stated that poor quality of goods was the main reason for the

The matter is pending for report.

Not quantifiable

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collapse. Company therefore filed a criminal complaint against VNC and others for detail investigation of the matter and subsequent punishment. By virtue an Order dated July 18, 2006 passed by the Chief Judicial Magistrate, an instruction was issued to Chakradharnagar police station to investigate the matter and submit the report on August 18,2006.

CRIMINAL CASES FILED AGAINST OUR COMPANY 1. Regional

Officer (“RO”) Chhattisgarh Environment & Conservation Board Raigarh (“ECB”) v/s Our Company and Satish Goel.

December 30, 2005

Case bearing No. 46/2006

RO has filed a case against Our Company under the Air (Prevention and Control of Pollution) Act 1981 and Water (Prevention and Control of Pollution) Act 1974 for not obtaining the required permission from the Chhattisgarh ECB for expansion and setting up of Kiln- II and taking trial run against Company. Vide an Order dated April 27,2006 factory manager of Our Company was granted bail by the Chief Judicial Magistrate. ECB issued a no objection certificate for obtaining the Environmental

The case is pending.

Not quantifiable.

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Clearance for the proposed expansion from the Ministry of Environment Government of India vide their letter no. 3107/TS/CSEB 2006 dated June 29, 2006 and also forwarded the proceeding of Public Hearing conducted as per the provisions of Environment Impact Assessment Notification 1994 to the Government of India, Ministry of Environment & Forests, New Delhi for their necessary action.

2. The State V/s C.P. Swarnakar, Factory Manager of Our Company

August 17, 2006

Criminal Complaint No. 1354 of 2006 before the First Class Judicial Magistrate, Raigarh.

Fatal accident occurred in the factory of the Company at Raigarh on January 19, 2006 The Company has paid compensation of Rs. 13,36,012/-the victims of the fatal accident under the Workmens Compensation Act, 1923 on January 23, 2006. The Labour Inspector filed a complaint before the Class Judicial Magistrate and the Class Judicial Magistrate on August 17, 2006 released the Factory Manager on bail

A charge sheet has been filed in the matter by the police authorities and the matter is posted for evidence.

Not quantifiable

CRIMINAL CASES FILED AGAINST THE PROMOTERS

1. Hanuman Vitamin Private

March 2003

Miscellaneous Criminal Case No.138/2003

A contract was entered into between HVPL and Pradeep

The matter is fixed for an order on

Not quantifiable

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Limited (“HVPL”) v/s Pradeep Kumar Agarwal and Satish Goel.

before the Court of Judicial Magistrate First Class.

Kumar Agarwal and Satish Goel for the supply of mango raw oil vide two contracts notes dated July 25, 2003 and August 4, 2003. HVPL deposited an amount of Rs. 12,00,000/- with Satish Goel, the director of Our Company as an advance with a promise to deposit the balance shortly. HVPL alleged that Satish Goel, the director of Our Company cheated them of Rs 4,63,296/-. Hence a Criminal Complaint has been filed against Pradeep Kumar Agarwal and Satish Goel under the Indian Penal Code.

exemption application and is pending before the court.

CRIMINAL CASES FILED BY THE PROMOTERS

1. Aditya Goel v/s Vijay Mishra & Ors

November 9, 2004

Criminal Complaint No. (Complaint No. pending from the Court) Before the Magistrate of the Ist Class, Raigad District

Aditya Goel’s car was forcefully stopped by Vijay Mishra & Ors and was forced to not proceed further. Aditya Goel filed a Criminal Complaint under Sections 294, 323, 341 506 and 34 of Indian Penal Code against Vijay Mishra & Ors.

The matter is at the evidence stage.

Not quantifiable

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CIVIL CASES CIVIL CASES FILED BY OUR COMPANY Sr. No.

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Financial implication, if any

1. Our Company v/s Chemtech Automations Private Limited (“CAPL”) & Ge Fanuc Systems Private Limited (“GE”)

August 29,2005

Special Civil Suit No. 41 of 2005 before the Civil Judge Senior Division at Nagpur.

Our Company had entered into a contract vide a purchase order dated November 11, 2003 with CAPL for the manufacture, supply, erection and commissioning of their power plant at Chhattisgarh for a total value of Rs. 45.5 Lacs. One of the terms of the said purchase order was that CAPL would furnish a Performance Bank Guarantee up to 10% of the value of the contract in favour of Our Company. However, CAPL and GE failed to do so. Our Company further paid an amount of Rs. 37,25,126/- as an advance against the said purchase order. Our Company filed a suit against CAPL and GE on the grounds that the material supplied to Our Company was not as per the terms of the order and was also delivered late and also that the servicing facilities were inadequate and inconsequence thereof Company incurred a total loss of Rs. 2,29,02,703/- towards late delivery, replacement of entire system, loss of production and expenditure for purchase of energy from CSEB and legal notice charges. Our Company filed a suit for the recovery of Rs. 11,00,000/- along with 15% interest from the date of contract until realization of the dues.

The matter is pending.

The actual amount for recovery of damages is Rs. 2,29,02,703/-but presently it has been restricted to tune of Rs. 11,00,000/- with a future interest @ 15% per annum from the date of the contract till its actual realisation.

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2. Our Company v/s The Managing Director and Chief Manager, Allahabad Bank

October 3, 2001.

Special Suit No. 744/2001, before the Court of Third State Civil Judge Senior Division Nagpur.

Our Company had entered into a contract with the State Trading Corporation (“STC”) of India to purchase the Indian Soyabean Meal Extraction of 4000MT quantity and as per the terms and one of the conditions of the contract was that Our Company should open an Inland Letter of Credit of Rs. 1,62,00,000/- in favour of STC at Allahabad Bank. There were discrepancies in the Letter of Credit documents. Our Company intimated Allahabad Bank about the same. Despite the intimation Allahabad Bank released the payment under the letter of credit, after the expiry of the negotiation period which resulted into heavy losses to Our Company. Our Company filed a recovery suit against Allahabad Bank for allegedly debiting the current account of Company and to recover aggregate amount of Rs 1,86,40,516/- along with interest @ 18% per annum till realisation.

The matter is pending.

The estimated cost benefit is Rs.1,86,40,516/-.

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3. Our Company v/s Bernhard Consultancy Private limited (“BCPL”)

July 5, 2001

Special Suit No. 498/2001 before the Second Joint Civil Judge Senior Division.

BCPL had issued an advertisement in the papers stating that they could arrange for external commercial borrowings without collateral security. Accordingly, the Company approached BCPL and entered into a Memorandum of Understanding and paid an advance consultancy fees of Rs. 2,00,000/-. As per the agreement BCPL was supposed to arrange the ECB within a period of 90 days. However BCPL failed to comply with the terms of the MOU and did not arrange the funds within 90 days and hence the present Suit was filed by Company against BCPL to recover damages amounting to Rs. 3,22,200/- along with interest @ 18% per annum..

The matter is still pending in the Court.

The estimated cost benefit is Rs. 3,22,200/-

4. Our Company v/s The Chairman/ Managing Director of Poona Dal Import and Export Private Limited (“PDI”)

February 2, 2006

Suit No.192/2006 before the Civil Judge Senior Division Nagpur.

Our Company has filed a suit against PDI for damages and recovery of Rs. 85,02,775/-. PDI issued a purchase order to Our Company for supply of Iron Ore fines. As per the terms and conditions of the contract, Our Company issued the aforesaid order, but PDI avoided lifting the same resulting into heavy losses to Our Company. Hence a suit was filed for the breach of contract and recovery of damages from PDI along with interest @ 12% per annum.

The matter is pending.

The estimated benefit from the case is Rs. 85,02,775/- along with interest @ 12% per annum.

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5. Our Company v/s Mather & Platt Pumps Limited (“MPL”)

October 28, 2004

Suit No. 765/2004 before the Civil Judge Senior Division, Nagpur.

Our Company had entrusted the work of supply, erection and commissioning of pumps at their site of Integrated Steel Plant vide a letter of intent dated November 5, 2003 to MPL. The consideration for the entire work was Rs.8.5 Lacs. MPL failed to honour its obligations under the letter of intent. Hence Our Company filed the Suit to claim monetary relief of Rs. 1,34,412/- along with the interest of 12% and for a mandatory injunction directing MPL to furnish a bank guarantee to the extend of 10% of the total price or deposit a sum of Rs. 85,000/-.

Our Company has informed us that the matter is posted for framing of issues. The matter is pending.

Our Company has informed us that if the matter is decreed then they will be able to realize Rs. 1,34,412/- along with interest 12%.

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6. Our Company v/s PECPL

April 4, 2006

Writ Petition No. 1836 of 2006 before the High Court of Chhattisgarh at Bilaspur.

PECPL under an Agreement dated April 2 2003 undertook to provide to Our Company engineering and consultancy services for setting up an Iron Plant in Chhattisgarh. The total consideration for to be rendered to PECPL was Rs 91 Lacs. PECPL failed to perform its obligations under the said Agreement and breached the contract in totality. Our Company filed an application under Section 9 of the Arbitration and Conciliation Act, 1996 for interim measures in Arbitration Case No.437(5A) of 2005 and PECPL filed an application on March 15, 2005 under Section 9 of Arbitration and Conciliation Act, 1996 in the District Court of Raipur for interim measures and the same was registered as a Civil Suit No.4A /2005. The District Judge Raipur in Civil Suit dated January 19, 2006 passed an impugned order against Our Company and therefore Our Company filed a Writ Petition in order to set aside the aforesaid order in the proceeding of Civil Suit No. 4A/2005.

The matter is pending.

Not quantifiable

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7. Our Company v/s The State Trading Corporation Of India Limited (“STC”)

December 2004

Miscellaneous Civil Application Nos. 03 and 04 of 2004 District Judge at Indore.

Our Company has entered into two contracts bearing No.SS/1695/97 and No.SS/1684/1997 with STC for the supply of Soya De-oiled Cake. Our Company supplied the ordered quantity within the stipulated time. STC raised part payment towards the quantity supplied to them. 21 days later when Our Company demanded for the balance payment, STC mentioned that the material supplied to them by Our Company was not export worthy and asked for replacement of the entire material without providing any quality report. STC failed to furnish quality report within 7 days. Hence the matter was referred to Arbitration before the Hon’ble Arbitrator, at Indore bearing Arbitration case No.127. A award dated August 16, 2004 in favour of STC. Our Company has filed the Miscellaneous Civil Application against the STC under Section 34 of the Arbitration and Conciliation Act 1996 to set aside the said order.

Our Company has informed us that the matter is pending.

Estimated cost benefit is Rs. 14,83,010/-

8. Our Company v/s State of Maharashtra (“SOM”), State Industrial and

Not received from the Court

Writ Petition No. of 2006 (Pending from the Court) before the High Court of

SOM had offered a scheme known as “Package Scheme of Incentives” to new / expanding units set up in the developing regions of Maharashtra. In accordance with the said Scheme a large scale unit was established by Our Company and certain benefits were awaited by Our

The matter is pending.

Estimated cost benefit is Rs. 35,00,000/-

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Investment Corporation of Maharashtra Limited (“SIICM”), The Development Commissioner, Directorate of Industries (“DCDI”), The Deputy Commissioner of Sales Tax (Incentives & Enforcement) (“DCS”), The Deputy Commissioner of Sales Tax (Administration) (“DCSA”) and The Assessing Authority Nagpur Division Nagpur (“AAND”)

Judicature of Bombay at Nagpur.

Company which included exemption from payment of sales tax. The Scheme was modified without any notice to Our Company and the benefit of sales tax entitlements were reduced from Rs.278.07 Lacs to Rs.244.07 Lacs also the capital investment made and the validity period of the Scheme was reduced. These modifications were prejudicial to the interest of Our Company and contrary to the aims and objects of the said scheme and hence the said Writ Petition was filed by Our Company to set aside the modifications and to stay the effect and implementation of the modifications during the pendency of the petition.

9 Our Company V/s

February 17, 2005

Arbitration Case No. 437(5A)/2

Our Company had entered into an Agreement dated April 2, 2003 with PEC. Disputes

The matter is pending.

Not quantifiable

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Predominant Engineers and Contracts Private Limited (“PEC”)

005 before the Court of District and Sessions Judge, Raipur, Chhattisgarh.

arose with respect to the said Agreement. The present application has been filed seeking interim directions iter alia directing PEC to furnish a security to the extent of Rs. 85 Lacs by way of a Bank Guarantee to secure the amount in dispute.

10. Our Company v/s The State Trading Corporation of India (“STCI”), Shri R.K. Maru, Shri S. Sivakumar, Shri R.S. Vijayvargiya.

September 16, 2000.

Miscellaneous Civil Application No.10/2002 before the District Judge at Indore.

Our Company entered into a contract dated August 21, 1998 for the purchase of Indian Soyabean Extraction. STCI failed to supply goods as per the quality specified and agreed quality in the said contract. The said dispute was referred to Arbitration and the Arbitrators passed an award dated June, 10 2006 in favour of the STCI and Our Company filed this Miscellaneous Civil Application under Section 34 of the Arbitration and Conciliation Act, 1996 for setting aside the said arbitral award.

The matter is pending and has been fixed for arguments.

The estimated cost benefit is Rs.5, 94,000/-

11. Our Company v/s The Hon’ble Minister, Shri Ashok S. Chavan, Gopani Iron & Power (India) Private Limited.

February 1, 2006

Revision Application No.17(06) /2006/RC-II before the Government of India, Ministry of Steel and Mines, Department of Mines, New Delhi

Our Company had applied for a grant of mining lease for iron ore over an area of 117 hectares in Gadcholic District, Maharashtra and by an Order of the Ministry of Industries and Mines, Maharashtra dated December 27, 2005 the lease was not granted to Company and aggrieved by the said Order, the Company filed a Revision Application to set side the impugned Order.

The matter is still pending.

Not quantifiable

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12. Our

Company v/s D.S.Global Private Limited(DSG).

November 27, 2003

Arbitration Appeal No. 791 of 2003 in the High Court of Indore .

Our Company and DSG had entered into a contract dated January 5, 1998 for the supply of Indian Toasted Yellow Soyabean Extraction as per the terms of the SOPA model contract through broker at a rate of Rs 8975/- per metric ton. The Broker issued a confirmation note with some terms and conditions to the parties. DSG failed to perform its contractual obligations within the stipulated time. Our Company due to this had to declare DSG as a defaulter and raised a debit note of Rs. 30,66,556/-as compensation for failure on part of DSG for non-acceptance of compensation quantity and this resulted in a dispute between the parties. The matter was referred to the SOPA, Indore for Arbitration bearing case no. SOPA/ARBIT/82/98 and by an award dated June 30, 1999 wherein DSG was directed to pay a sum of Rs. 11,05,000/-. DSG preferred an application under section 34 of the Arbitration and Conciliation Act before XIth additional District Judge, Indore in Arbitration case no .17/2002 to set aside the said order and allow rearbitration in the matter. By an Order dated November 10, 2002 the said application was allowed and .By virtue of an Order dated February 3,2005

The arbitration is pending.

The estimated cost benefit is Rs. 30,66,556/-

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Miscellaneous Appeal no.2279 of 2003 filed by DSG to call for records of the Arbitrator was dismissed .

13. Company v/s P.D.T Trading Company & Ors(“PDT”)

Civil Suit No:728 dated February 2001 and Regular Civil Appeal No.57of 2006 dated January 24 ,2006

Civil Suit No:728 before Civil Judge Senior Division, Nagpur dated February 2001 and Regular Civil Appeal No.57of 2006 dated January 24 ,2006 before District and Sessions Judge ,Nagpur

PDT placed an Order for tanker through Om Trading Corporation under the confirmation note dated April 19,2000 and it was agreed that under the said confirmation note Our Company was to deliver the goods between May 1, 2000 to May 10, 2000 and PDT failed to take the delivery and vide a letter dated June 21, 2000 addressed by Our Company to PDT , Our Company declared PDT as a defaulter and settled the contract at the rate of Rs. 1650/- and accordingly PDT was called upon to pay the sum of Rs.1650/- towards damages and Suit was filed for recovery for an amount of Rs19,640/-by Company. By an Order dated December 12 ,2005 the above Suit was dismissed and hence an Appeal was filed by Our Company to set aside the said order.

Appeal is pending

Estimated cost benefit Rs. 19,640/-

14. Our Company V/s Predominant Engineers & Contractors Private Limited (“ECPL”)

June 14, 2005

Miscellaneous Civil Case No. 171 of 2005 High Court of Judicature, Bilaspur

Company entered into a contract with ECPL dated April 2, 2003 for engineering and consultancy services for their power plant at Raigarh District for a total consideration of Rs. 91,00,000/- payable in advance. Disputes arose between the parties as ECPL in the midst of the contract abandoned it and allegedly

Our Company has informed us that the matter is pending.

Our Company has informed us that there would be no financial implications in this matter.

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claimed compensation and damages for referring ECPL’s name as a consultant for their plant. One of the terms of the contract were that any disputes arising out of the contract would be resolved by an arbitrator to be mutually appointed by both the parties and the courts at Raipur would have exclusive jurisdiction. so. Our Company filed an application for interim relief under the Arbitration & Conciliation Act, 1996. Company made an application before the High Court, Bilaspur for appointment of an arbitrator. The High Court has vide its order dated August 22, 2006 appointed Mr. C. P. Sen as the arbitrator.

15. The Company V/s State of Chhattisgarh and Chhatisgarh State Electricity Board (“CSEB”)

August 25, 2006

Writ Petition No. 4604 of 2006 before the High Court of Judicature at Bilaspur, Chhattisgarh.

The Company has filed the Writ Petition against the State Government and CSEB challenging the validity of the Chhattisgarh Upkar (Sanshodhan) Adhiniyam, 2004, which inter alia imposes a cess on captive power generation. Aggrieved by the enactment the Company has sought for relief in the nature of mandamus thereby forbearing the State and CSEB from imposing the cess. The Company has filed the writ petition for the refund of an amount of Rs. 5,00,06,036/- along with interest towards the energy cess recovered till date by CSEB. The Company has also filed an interim application

The High Court has vide its order dated September 2, 2009 asked the State and CSEB to file their written submissions.

Rs. Rs. 5,00,06,036/- along with interest.

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thereby restraining the State and CSEB from collecting an amount of Rs. 4,37,710/- towards energy cess for the month of July 2006 and raising any demand for the month of August 2006 and not to compute any penalty.

Sr. No.

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CIVIL CASES FILED AGAINST OUR COMPANY 1. Mrs.

Vishranti R. Bobde v/s Executive Board of the Methodist Church, (“EBMC”) District Superintendent and Our Company.

November 2003

Suit No. 640/2003 before the Small Causes Court at Nagpur.

Vishranti R. Bobde has been a tenant of the EBMC and was in possession of the premises situated at Civil lines, Nagpur since 1960. Our Company entered into a Memorandum of Understanding to develop and sale the said property with EBMC Vishranti R. Bobde has filed this suit for a perpetual injunction to restrain the Company from interfering with the possession of Vishranti R. Bobde over the tenant premises.

The matter is pending in the court. Our Company has informed us that a compromise is proposed and Vishranti R. Bobde would vacate the premises.

The estimated liability is Rs. 6,50,000/-.

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2. Jivan N. Yangad v/s Executive Board of the Methodist Church (“EBMC”) District Superintendent and Our Company.

November 17, 2003

Suit No. 605/2003 before the Small Causes Court at Nagpur.

Jivan N. Yangad has been a tenant of the premises situated at Civil lines, Nagpur since 1960 and. The Company had entered into a Memorandum of Understanding with EBMC to develop and sale property situated at Civil lines, Nagpur. It is alleged that the tenancy subsisted and hence it is alleged that action on the part of Company in pursuance of Memorandum of Understanding for the development of the said land was not correct. The suit is filed by Jivan N. Yangad for a declaration and a perpetual injunction restraining the Company from interfering with the possession over the alleged tenanted premises.

The matter is pending in the court. Our Company has informed us that a compromise is proposed and Jivan N. Yangad would vacate the premises.

The estimated liability is Rs. 6,50,000/-.

3. Transweigh India Limited (“TIL”) v/s Our Company and State Bank of India (“SBI”)

June 20, 2006.

Suit No. 1751/2006 (suit lodging No. 1671 of 2006) before the High Court of Judicature at Bombay.

Our Company had placed an order with TIL vide a purchase order dated August 28, 2003 for supply and erection of 5 weigh feeders (equipments) for a total contract price of

The matter is pending.

The estimated liability arising from this case is Rs. 2,50,000/-.

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Rs.25,00,000/-. The order was completed in February 2005. Our Company to pay the last instalment of Rs. 2,50,000/- of the contract price. TIL was informed through SBI that Our Company would invoke the Bank Guarantee of Rs. 2,50,000/-dated October 27, 2005. Hence the Suit was filed by TIL to restrain Our Company from invoking the said Bank Guarantee and restrain SBI from paying any amount to Our Company. TIL has also claimed interest @ 21% per annum from February 2005 until its realisation. The Court vide its Order dated May 31, 2006 extended the validity of the Bank Guarantee up to June 16, 2006 which was further extended till July 12, 2006 by an Order dated June 26, 2006.

4. Hanuman Vitamin Food Limited (“HVL”) v/s Our Company

September 29, 2003

Special Civil Suit No. 34/2003 filed before the Civil Court of Khamgaon.

HVL had entered into two contracts vide two contract notes dated July 25, 2003 and August 4, 2003 with Our Company for the

The matter is fixed for cross-examination

The estimated liability arising from this case is around Rs. 5,00,000/-.

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purchase of mango raw oil. Our Company had agreed to sell 50 tones of mango oil @ Rs. 34,500/- per MT and the quality was pure with free fatty acid acceptable upto four %. Our Company delivered two tankers according to the terms and conditions of the contract but the third tanker was detained as it was alleged by HVL that the oil was not as per the sample shown by Company to HVL. Hence the Special Civil Suit was filed by HVL for a decree for an amount of Rs.5, 00,000/- Our Company filed a counter claim on November 23, 2006 for money decree for Rs. 2,37,075/-. together with interest @ 18% per annum. (HV has been declared as a sick unit)

5. Enviro Abrasions Resistant Engineers Private Limited (“EAREP”) v/s Our Company

February 22, 2005.

Suit No. 76/2005 before the Court of 6th Joint Civil Judge, Senior Division Pune.

EAREP had filed a suit against Company and BM for recovery Rs. 4,23,892/- and to restrain Company and BM from encashing the

The matter is still pending in the court.

Our Company will be relieved of its contingent liability of Rs. 4,23,892/-.

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and Bank of Maharashtra (“BM”)

Bank Guarantee issued as per the terms of the purchase order no dated December 9, 2003 and purchase order dated August 19,2003.

6. The Methodist Church Nagpur (“MCN”), v/s Executive Board Methodist Church (“EBMC”), Uma Goel, Satish Goel, Aditya Satish Goel, Uma Plantation Limited, Jagdamba Rollers and Floor Mills and Our Company.

December 21, 2004.

Revenue Case No. 1285/2004 before the Superintendent, Land Records at Nagpur.

EBMC are the owners of the property admeasuring 15276.80 sq.mts situated at Nagpur . EBMC decided to sell part of the property and invited tenders for the same .Company’s tender was accepted and in pursuance of such acceptance Memorandum of Understanding dated November 11,2006 was executed between Company and EBMC and subsequently an application was filed to sell and Develop the said land before the charity Commissioner wherein objections were filed by MCN as it was alleged by them that they were the beneficiaries of the Trust. .By virtue of an Order dated December 4, 2002 passed by the Joint

The matter is pending. Our Company has informed us that the matter is listed for final hearing and is likely to be dismissed shortly.

There is no monetary liability in this case.

280

Commissioner the said application was allowed. Appeal Revenue case was filed to challenge the mutation entries recorded on May 31,2004 by City Survey Department of Nagpur recording the name of EBMC in respect of the property .

7. Predominant Engineers and Contractors Private Limited (“PECPL”) v/s Our Company.

February 8, 2005.

Miscellaneous Civil Case No. 52/2005 before the High Court of Chhattisgarh at Bilaspur.

Our Company had entered into an Agreement dated April 2, 2003 with PECPL for engineering and consultancy services for a project at the Raigarh district. PECPL has alleged that an amount of Rs. 53,46,300/- is still due and payable by Our Company to PECPL against balance consideration of the contract, service tax, and travelling expenses. PECPL have further alleged that Our Company have used the drawing specifications prepared for setting sponge iron plant phase II without the consent or license of PECPL. Disputes and differences arose

The matter is pending.

Not quantifiable.

281

in respect of the said outstanding payments and hence PECPL requested for appointment seeked directions for appointment of arbitrator to which Our Company did not pay heed. Hence this Application has been filed requesting the High Court to appoint an arbitrator. The High Court has vide its order dated August 22, 2006 appointed Mr. C. P. Sen as the arbitrator

8. Chandrahas Markus Chawhan (“CMC”), Dr. Palle Deva Prasad Rao (“P.D.Rao”), Vijay Kumar Sudanrao Sarode, (“V.S.S”) v/s Regional Executive Board of Bombay (“REB”), Our Company, District Superintendent (“D.S”), Executive Board of Methodist Church in India

May 2, 2006

Writ Petition No. 2402/2006 Before the High Court of Judicature of Bombay at Nagpur.

EBM are owners of land admeasuring about 9702.71 sq. mt situated at Nagpur. An application was made by EBM before the Charity Commissioner for permission to sell cum development of the said land. Company filed an application before the Charity Commissioner for grant of permission under section 36 of Bombay Public Trust to develop the said land and by an Order dated December 4,2002 permission was

The Petition has been dismissed vide Order dated August 8, 2006 of the High Court at Nagpur and the issues in the petition are kept open.

Not quantifiable.

282

(“EBM”), Charity Commissioner Maharashtra State (“CCM”), Satish Murarilal Goel, Aditya Satish Goel, Nagpur Municipal Corporation (NMC), Mrs. Uma Satish Goel, JRMF, Uma Plantation Private Limited (UPL) .

granted to Company sell cum development of the property .Hence a writ Petition was filed by PDR, CMC, VSS to set aside the said Order.

9. Legal Notice sent by Shri Premanand to Our Company, Mrs. Shakuntala and Mrs. Pramila

Legal Notice dated June 30, 2006

Not Applicable Our Company was served with a legal notice dated June 30, 2006 in respect of the property situated at Nagpur by Shri Premanand. Shri Premanand’s father Shri late Balaji was allotted a tenement and open space in the aforesaid property. It was alleged that Our Company had fixed a consideration of Rs. 5,00,000/- approximately with Mrs. Shakuntala without informing Shri Premanand. It

Not Applicable

Not quantifiable.

283

was further alleged that Our Company and Mrs. Shakuntala and Mrs. Pramila obtained the possession of the said property by misleading late Shri Balaji and Shri Premanand. therefore claiming a consideration of Rs. 2,00,000/- jointly and severally from Shri Premanand/ Mrs. Shakuntala/ Mrs. Pramila

10. Predominant Engineers and Contracts Private Limited (“PEC”) V/s Our Company

March 11, 2005

Arbitration Case No. 4A/2005 before the Court of District and Sessions Judge, Raipur, Chhattisgarh.

Our Company had entered into an Agreement dated April 2, 2003 with PEC. Disputes arose with respect to the said Agreement. The present application has been filed seeking interim directions inter alia directing Our Company to furnish a security to the extent of Rs. 12400 Lacs by way of a Bank Guarantee to secure the amount in dispute.

The matter is pending.

The estimated liability would be Rs. 1,24,00,000/-.

11. Plus Infrastructure (I) Private Limited (PIPL) v/s Our Company

May 17, 2005.

ARB/LGD 6/ 2005 before the learned Arbitrator L.G. Deshpande

Our Company had entered into a Contract dated November 8, 2004 with PIPL for engineering, construction and consultancy

The matter is still pending. Our Company has submitted an

Not quantifiable.

284

and Oriental Bank of Commerce (“OBC”)

services for coal washery project at Chhattisgarh.. The consideration amount for the said contract was Rs. 48,00,000/- An amount of Rs. 15,00,000/- was to be paid as an advance against submission of advance bank guarantee for a period of 6 months. The amount was to be paid by Our Company immediately after the execution of the contract. Our Company applied to the concerned bank for the encashment of Bank Guarantee issued by OBC amounting to Rs. 15,00,000/-.A .Miscellaneous Civil Application No. 347/2005 was filed before District and Sessions Judge Nagpur to restrain Company from invoking the advance Bank Guarantee as it was alleged that Our Company has not performed its part of the Contract by not paying the amount of Rs. 15,00,000 to PIPL .The said

application under Section 17 of the Arbitration and Conciliation Act, 1996 seeking for restraining Our Company from encashing the bank guarantee. The arbitrator has partly allowed Our Company from encashing the bank guarantee.

285

application was dismissed by an order dated May 21, 2005 being aggrieved by the said Order An Appeal Against Order was filed by PIPL before the High Court of Judicature at Bombay Nagpur Bench to set aside the said order .The said Order was set aside by an Order. .By virtue of an Order dated August 28,2005 in Miscellaneous Application 398 of 2005 filed before the High Court at Nagpur , L.G. Deshpande, was appointed to arbitrate upon the disputes between the parties. By an Order dated July 25 2005 passed by arbitrator in Case no ARB /LGD/ 6/2005, application filed by PIPL for interim measures interalia for direction for restraining Our Company from invoking the said Bank Guarantee and for protection of equipments and machinery of PIPL lying on Company’s site was dismissed.

286

12. State of Chhattisgarh v/s Our Company.

January 3, 2006

A/68/05-06 The Nayab Tahsildar, Raigarh issued a show cause notice to Company stating that Our Company had encroached upon the property admeasuring 0.316, 1.216 hectare out of total 0.316, 1.216 belonging to the Government of Chhattisgarh. Our Company applied to the appropriate authority vide land acquisition case no. 12/A-82/2002-2003 in which Our Company clearly stated that Our Company is thinking over utilizing the said land after being legally acquired for green revolution purpose.

The matter is pending. Our Company has already applied for acquisition of the said land under its acquisition application.

Not quantifiable.

13. Smt. Kiran Sao & Others (K.S.) v/s The State of Chattisgrah, Our Company and Others

January 18, 2006

Writ Petition No. 359/2006 before the High Court of Judicature at Bilaspur, Chhattisgarh

Writ Petition has been filed against Our Company in the High Court of Chhattisgarh by K.S. for the emission of coal dust and gases causing pollution thereby demanding for the discontinuance of the sponge iron and captive power plant of the Company or

The matter is still pending for hearing. Our Company has filed its reply to the aforesaid petition.

Not quantifiable.

287

direct Our Company to regularly employ Electro Static Precipitator (ESP) units to control pollution. .

14. PKS Limited (“PKS”) v/s Our Company.

August 17, 2000

SOPA/ARBIT/140/2000 before the Arbitral Tribunal Soyabean Processors Association of India (“SOPA”) at Indore.

Our Company and PKS had entered into a contract dated May 1, 2000 for the supply of Soyabean Extraction (Flaker Quantity) and one of the terms of the contract was that PKS will have to open an inland letter of credit for value of Rs. 1,29,22,097/- before May 5, 2000. PKS failed to open letter of credit within the stipulated time. There was a breach of contract on part of PKS. Hence due to the non-opening of the letter of credit Our Company was not able to supply cargo as agreed under the said contract and due to the non supply of cargo PKS suffered a loss of Rs. 26,13,600/- and hence the matter was referred to Arbitration before the learned Arbitrator, Mr.

The matter is pending.

Not quantifiable.

288

S.Siva Kumar for a total claim of Rs. 26,99,522/-. Our Company has objected the appointment of the arbitrator and has referred the dispute before the Hon’ble Arbitral Tribunal, SOPA, Indore.

15. The Vishal Export Overseas Limited v/s Our Company.

July 7, 2006

Misc. Appeal No. 3126 and 3127. Before the High Court Indore.

Our Company and VEO entered into two contracts through their brokers for the purchase of Indian toasted Soyabean Meal Extraction Yellow of 1800-2000 metric tones. Disputes arose between Our Company and VEO with regard to the quality of the material and the said dispute was referred to arbitration as per the terms of the contract. The Arbitration proceedings were conducted at SOPA Indore and the Arbitrators after hearing both the parties issued an Award dated May 1, 1999 in Case No.SOPA/ARBIT/76/98 for an amount of Rs.11,59,778/- and an award for an amount of Rs.13,50,900/- bearing no.

The matter is pending.

Not quantifiable.

289

SOPA/ARBIT/77/98 dated May 01, 1999 in favour of Our Company. Also at the same time SOPA in the matter of Arbitration Case no. SOPA/ARBIT/87/98 rejected the claim of VEO. Our Company in pursuance of the said SOPA awards filed an application at District Court, Nagpur which issued Decree orders for execution at Ahmedabad. VEO approached the District Court, Indore challenging all three awards issued by the SOPA and got stay on the execution of the decree. On September 30, 2005 the 11th Upper District Judge dismissed all three applications of VEO, again Our Company approached the City Civil Court, Ahmedabad but again VEO approached the High Court, Indore challenging the orders of the District Court Indore and succeed in getting the stay

290

order. Later by an order dated July 7, 2006 passed in Misc. Appeal No.3126 and 3127 the Hon’ble High Court of Madhya Pradesh, Bench at Indore vacated the stay granted earlier on December 16, 2005 and April 19, 2006.

16. Kamalkumar Swahney (“KS”)V/s The Nagpur Municipal Corporation(“NMC’) and Company

June 21, 2006

Writ Petition No. 2607 of 2006 High Court, Nagpur

Our Company purchased development rights for the development of residential properties at Sitabuldi from the Methodist Church of India vide a registered Sale Deed dated January 21, 2004. Company commenced its activities of developing the properties. KS filed a Writ Petition in the High Court at Bombay under Article 226 of the Constitution (Nagpur Bench) against the NMC and Company for encroachment on plot of land at Mouza Sitabuldi, Nagpur belonging to the Municipal Corporation. KS filed this petition on the ground inter alia that Our Company while developing its properties

The petition has been dismissed vide Order dated August 10, 2006 of the Nagpur High Court with a permission to make the redressal of grievance before the Competent Authority of Nagpur Improvement Trust and the issues in the petition are kept open.

Our Company has informed us that there would be no financial implications in this matter.

291

have encroached upon the adjoining plot of land thereby affecting the right of easement and right of way of the other residents in the vicinity, thereby seeking directions to remove the encroachments on the said plot of land and protect the same from any further encroachment.

Litigation filed by the group company, IND Mineral Explorers Private Limited

Sr. No.

Parties Date of Institution

Suit No. and Authority before whom the suit is pending with

Particulars Present Status

Financial implication, if any

1. IND Mineral Explorers Private Limited (“IND”) v/s The Hon'ble under Secretary and Ors.

February 2,2006

Revision Application 16(3)/2006/RC.II before the Government of India ,Ministry of Steel & Mines ,Department ,New Delhi.

Our Company made an application for grant of mining lease for an area admeasuring 44.844 hectares and out of which only 5 hectares was granted by Additional Secretary, Mineral Resources Department vide an Judgment dated January 16, 2006 Aggrieved by the said judgement Our Company filed a Revision Application to stay the implementation of the said Judgement during the pendency of the Petition.

The matter is pending.

Not quantifiable.

292

Amounts Owed to Small Scale Undertakings and Other Creditors

The name of the small scale undertaking and other creditors to whom Our Company owes a sum exceeding Rs. 1 lac which is outstanding more than 30 days, as on March 31, 2006 are as follows: Nil

Material Developments Refer to Annexure 18 under the Chapter titled “Financial Statements” on page [•]

293

STATUTORY APPROVALS AND LICENSES

Except as mentioned under this heading Our Company has received all the necessary consents, licenses, permissions and approvals from the Government of India / RBI and various Government of India agencies / private certification bodies required for its present / proposed business. Save and except those consents and approvals, which it may require to take in the normal course of business from time to time no further approvals are required for carrying on the present as well as our proposed business except as mentioned herein. It must, however, be distinctly understood that in granting the above consents/ licenses/ permissions/ approvals, the Government of India does not take any responsibility for our financial soundness or for the correctness of any of the statements or any commitments made or opinions expressed.

A. Licenses for OUR COMPANY

(i) Licenses existing and valid

License No. / License Date

Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

10- 2806 of 1985 dated March 28, 1985.

Certificate Of Incorporation

RoC Issued at the time of the incorporation of Our Company in the name of Goel Agro Forestry and Finance Private Limited. Our Company has changed the name on September 1, 1993.

10 02806 dated September 1, 1993.

Fresh Certificate of Incorporation Consequent on change of name.

RoC Our Company changed the name to Goel Agro Industries Private Limited.

10 02806 dated November 4, 1993

Certificate of Change of Name.

RoC Our Company changed the name to Goel Agro Industries Limited.

10 02806 dated September 1, 1994.

Certificate of Change of Name.

RoC Our Company changed the name to Ind Agro Synergy Limited.

10 02806 dated September 21, 2005

Certificate of Change of Name.

RoC Our Company changed the name to Ind Synergy Limited.

AAAC17072D Permanent Account Number (PAN)

Income Tax Department

One Time Registration

22421501117 dated October 01, 2003

Tax Payers Identification Number (TIN)

Income Tax Department

One Time Registration

294

License No. / License Date

Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

BP100137E Tax Deduction Account Number (TAN)

Income Tax Department

One Time Registration

1188005898 Importer-Exporter Code (IEC)

Ministry of Commerce.

One Time Registration

AAACI7072DXM003 dated January 2, 2006

Excise Central Excise Rules, 2002.

One Time Registration.

CM/L-8670489 dated September 29, 2005

Use of the standard mark, ISI

The Bureau of Indian Standards Act, 1986 issued by the Bureau of Indian Standards

Valid till September 28, 2006.

Certificate No. 14264 dated July 19, 2005

Certifying that the Quality Management System of Our Company complies with ISO 9001:2000

UKAS, United Registrar of System Limited.

Valid till July 31, 2008

Certificate No. 014474 dated November 22, 2004

Certifying Our Company as “One Star Export House”

Ministry of Commerce

Valid till March 31, 2009

Membership Certificate No. 7415:2006-2007 dated August 2, 2006

Registered as Manufacturer Exporter.

Engineering Export Promotion Council

One Time Registration.

Membership Certificate No. CSIPA/05-06/Cer dated January 9, 2006

Member of Chhattisgarh Sponge Iron Processors Association

Chhattisgarh Sponge Iron Processors Association

One Time Registration.

Membership Certificate bearing Registration No. F0136 dated August 18, 1995

Member of Soya Processors Association of India

Soya Processors Association of India

One Time Registration.

Membership Certificate bearing Registration No. 1906 dated August 4, 2006

Member of Vidharbha Industries Association

Vidharbha Industries Association

One Time Registration.

Membership Certificate No. 685 dated July 15,

Member of The Solvent

The Solvent Extraction

One Time Registration.

295

License No. / License Date

Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

1995 Extraction Association of India

Association of India

Registration No. 10081685-C dated February 20, 2003.

Central Sales Tax Registration.

Central Sales Tax Act, 1956

One Time Registration.

Registration No. 441107/C/30 and 441101/S/95.

Sales Tax Registration

The Central Sales (Registration and Turnover) Rules, 1957 and Bombay Sales Tax Act, 1959

One time Registration.

D-II/015807 Shops and Establishment License

The Bombay Shops and Establishment Act, 1948

Valid till December 2006.

Letter dated January 18, 2005

Membership of the Confederation of Indian Industry

Confederation of Indian Industry, Eastern Region, Kolkata.

Valid till December 2006

Letter dated September 5, 2006

Membership of the Sponge Iron Manufacture Association

Sponge Iron Manufacture Association, New Delhi

Valid till March 2007

B. Licenses for the STEEL DIVISION

(i) Licences existing and valid.

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

156/SIA/IMO/2003 dated January 16, 2003.

Acknowledgement of receipt for manufacture of Sponge Iron, Steel Billets, TMT

Secretariat for Industrial Assistance

One Time Acknowledgement

296

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

Bar Mill, Wire Rod Mill, Hot-Rolled Semi-Finished Iron and Steel Products in Re-rolling Mills

155/SIA/IMO/2003 dated January 16, 2003.

Acknowledgement of receipt for manufacture of Generation and Transmission of Electric Energy

Secretariat for Industrial Assistance

One Time Acknowledgement

300/SIA/IMO/2004 dated January 24, 2005

Acknowledgement of receipt for manufacture of Generation of Power

Secretariat for Industrial Assistance

One Time Acknowledgement

2466/SIA/IMO/2005 dated May 24, 2005.

Acknowledgement of receipt for manufacture of Extraction of Zinc.

Secretariat for Industrial Assistance

One Time Acknowledgement

299/SIA/IMO/2005 enhanced capacity from 300000SI dated January 24, 2005.

Acknowledgement of receipt for manufacture of sponge iron, ditochar and pig iron

Secretariat for Industrial Assistance

One Time Acknowledgement

2465/SIA/IMO/2005 dated May 24, 2005.

Acknowledgement of receipt for manufacture of Ferro Manganese.

Secretariat for Industrial Assistance

One Time Acknowledgement

1887/SIA/IMO/2006 dated April 12, 2006.

Acknowledgement of receipt for manufacture of Coal

Secretariat for Industrial Assistance

One Time Acknowledgement

297

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

Washery, Washery Reject and Shale, Send Stone and Media Rejects.

2149/SIA/IMO/2006 dated May 24, 2006.

Acknowledgement of receipt for manufacture of Iron Ore Crushing and Iron Ore Fines.

Secretariat for Industrial Assistance

One Time Acknowledgement

2148/SIA/IMO/2006 dated May 24, 2006.

Acknowledgement of receipt for manufacture of Alloy Steel Seamless Steel Tubes, Slag, Cold Pigs and Iron and Steel Products.

Secretariat for Industrial Assistance

One Time Acknowledgement

Sanction vide a letter dated September 17, 2003 for Phase I and II.

For power supply to the extent of 1500 KVA for the sponge iron plant.

The Chhattisgarh State Electricity Board

One Time Sanction.

Sanction vide a letter dated 11th November 2004 for Phase I and II.

For power supply to the extent of 1,000 KVA for the sponge iron plant.

The Chhattisgarh State Electricity Board

One Time Sanction.

Permission vide a letter dated on July 1, 2003 for Phase I.

For the installation and running of a 8 MW captive power plant.

Chhattisgarh State Electricity Board

One Time permission.

Permission vide a letter dated August 11, 2003.

To establish a sponge iron plant and

The Chhattisgarh Environment

One Time Sanction

298

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

waste heat recovery based power plant

Conservation Board

Permission vide letters dated August 11, 2003 and January 27, 2004.

To establish the induction of steel furnace for the power plant

The Chhattisgarh Environment Conservation Board

One Time Sanction

Registration No. 10081757-S dated February 26, 2003

Commercial Tax Registration

Madhya Pradesh Commercial Tax Registration, 1994

One Time Registration

Registration No. 04/RHG/2005.

Regulation of Inter-State Migrant Workers

Inter-State Migrant Workmen (Regulation of Employment & Conditions of Service) Act, 1979

One Time Registration.

5114/5114/B-1/RO11/2m(i) dated October 27, 2005.

License to establish and operate a factory.

The Factories Act, 1948

Valid till December 31, 2006.

B/11/06 dated May 16, 2006 for Phase I.

Permission to use the Water Tube W.H.R.B Boiler (Registry No. CG/60) Boiler Rating 4579

The Indian Boilers Act, 1923 from the Inspector of Boilers, Chhattisgarh, Raipur.

November 15, 2006.

No objection certificate dated June 22,2003

For construction of Factory on agricultural land of Village Kotmar

From the Gram Panchayat.

One Time Certificate.

No objection certificate dated October 29, 2004

For construction of Residential Colony on agricultural

From the Gram Panchayat.

One Time Certificate.

299

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

land of Village Kotmar

Registration number 74/GTA/ST/RGH/2005 dated February 22, 2005

Service Tax Registration

Finance Act, 1994

One Time Registration.

Certificate dated August 23, 2004

Certifying that manufacturing activities do not fall within the industrial area.

From the District Trade and Industries Centre

One Time Certificate.

Permission vide letter dated December 29, 2005 for Phase II.

For the installation and running of a 16 MW captive power plant.

From Chief Engineer (commercial) Chhattisgarh State Electricity Board.

One Time Permission

Permission vide letter dated 9th September 2004 bearing No. 10/3030/315.

For the installation and running of DG. Set (1,000 KVA)

Indian Electricity Rules, 1956 from the Chief Electrical Inspector.

One Time Permission

Permission vide letter dated July 5, 2006

For the installation and running of DG. Set (320 KVA)

Indian Electricity Rules, 1956 from the Chief Electrical Inspector.

One Time Permission

Permission vide letter dated June 25, 2005 bearing No. EF/13/506

Electricity Fee Free.

The Chief Electrical Inspector

Valid till March 27, 2014.

Consent dated March 1, 2006 for Phase I.

Permission for operation of a factory and for discharge of effluents.

Section 25 and Section 26 of the Water (Prevention and Control of Pollution) Act, 1974 from the Chhattisgarh Pollution Control Board

Valid till February 28, 2007.

300

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

Consent dated March 1, 2006 for Phase I.

Permission for operation of a factory and for discharge of effluents.

Under Section 21 of the Air (Prevention and Control of Pollution) Act, 1981 from the Chhattisgarh Pollution Control Board

Valid till February 28, 2007.

Permission to obtain NOC dated June 29, 2006 for Phase II.

Environment clearance from Ministry Of Environment and Forest and permission to establish under the Air (Prevention and Control of Pollution) Act, 1981 and Water (Prevention and Control of Pollution) Act, 1974 for expansion of the project.

Chhattisgarh Environment Conservation Board

One Time Permission.

Permission vide letter dated October 7, 2005 for Phase II & III

Permission for drawal of water from Sapnai Canal

The Chief Engineer, Water Sources Department

One Time Permission.

Order dated July 2, 2004

Permission for conversion of agricultural to non- agricultural land.

Divisional Officer Raigad.

One Time Permission.

317/RGH/2005 Permission to employ contract labour

The Contract Labour (Regulation and Abolition) Act, 1970

Valid till December 31, 2006

RB/Raigarh Permission to The Contract Valid till December 31, 2006

301

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

employ contract labour not exceeding 30 contractors

Labour (Regulation and Abolition) Act, 1970

353/RGH/2005 Permission to employ contract labour not exceeding 50 contractors

The Contract Labour (Regulation and Abolition) Act, 1970

Valid till December 31, 2006

30/RGH/2005 Permission to employ contract labour exceeding 400 contract labour.

The Contract Labour (Regulation and Abolition) Act, 1970

One Time

Letter dated May, 17 2004

Grant of rail transport clearance for the movement of outward and inward traffic of iron ore, coal, sponge iron

The Government of India, Ministry of Railways (Railway Board)

One Time Registration

Clearance from Indian Railways for the Railway Siding vide letter dated May 6, 2006 for Phase III.

CRS Sanction received from Commissioner of Railway Safety, Kolkata and Opening of Private siding received from Chief comml. Manager, SECR, Bilaspur.

Indian Railways, Commissioner of Railway Safety, Kolkata

One Time

License bearing no. B/34/05

Permission to use water tanks

Indian Boilers Act, 1923

Valid till October 21, 2006

302

(ii) Licences applied for Phase III: License No/ Date Description of the

License Authority issuing the License / Legislation under which Act is issued

Environmental Clearance vide letter dated August 1, 2006.

Application for obtaining NOC from the State Government for obtaining Environment Clearance from Ministry of Environment and Clearance F and to obtain “Permission to Establish” under Air Act & Water Act

Chhattisgarh Environment Conservation Board Central Pollution Control Board (CPCB)

Letter No. ISL/RIG/E&I & PP/06-07 dated August 25, 2006

Clearance for additional Power Supply

Chief Engineer (Commercial), Chhattisgarh State Electricity Board, Raipur

Application dated August 14, 2006 for conversion of land from Agricultural to Non- Agricultural.

Application is made to Chhattisgarh State Government for conversion of land admeasuring Rakba 2.165 and 23.682.

Chhattishgarh State Government.

(iii) Licenses for which application is to be made for Phase III:

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Clearance for Installation of Boiler

Boiler Inspectorate Application will be submitted after October 2006

C. Licenses for the SOYA DIVISION

(i) Licenses existing and valid.

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

Receipt No. LI/60/2001 dated April 25, 2001.

Acknowledgement of receipt for manufacture of refined vegetable oils.

Secretariat for Industrial Assistance

One Time Acknowledgement

FINC(I)/1993/EXEMPTION/EC-2963 on April 1995.

Sales Tax Eligibility Certificate for exemption of Rs. 1,346.80 Lacs

The 1993 Package Scheme of Incentive of the State of Maharashtra from

Valid till March 2010

303

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

the State Industrial and Investment Corporation of Maharashtra Limited

ST/161/NAG/CEX/BOFS/03/BAS/2004/GTA/2005/MGC/2006 dated January 1, 2005

Service Tax Registration for the payment of service tax on banking financial service, business auxiliary and goods transport agency.

The Finance Act 1994

One Time Registration.

1238/NAG/2M(i) dated May 17, 1996

Factory License to run and operate a factory

The Factories Act, 1948

Valid till October 10, 2010.

SEO/1357-A.B dated March 13, 2004

For the manufacture of solvent extracted oil/de-oil meal/ edible flour from the Ministry of Food and Consumer Affairs, Directorate of Vanaspati, Vegetable Oil & Fats

The Solvent-Extracted Oil, De-Oil Meal and Edible Flour (Control) Order, 1967

Valid till September 30, 2006

RU/EDIBLE/765 dated February 2, 1997

For the manufacture of solvent extracted oil/de-oil meal/ edible flour from the Ministry of Food and Consumer Affairs, Directorate of Vanaspati, Vegetable Oil & Fats. (This license is required by refineries to enable them to use solvent extraction)

The Solvent-Extracted Oil, De-Oil Meal and Edible Flour (Control) Order, 1967

One Time Registration.

Consent no. BO/RONR/NAGPUR/65R/62-02/CC-110 dated June 14, 2002

For manufacture of Edible Refined Oil, Edible Crude Oil (Intermediate), Deoiled Cake and Soap Stock

Section 26 of the Water (Prevention & Control of Pollution) Act 1974 & under Section 21 of the Air (Prevention & Control of Pollution) Act 1981 and Authorised/Renewal of Authorization under Rule 5 of

Valid till December 31, 2006.

304

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

the Hazardous Wastes (Management & Handling) Rules 1989

P/Hq/MH/15/5350 (P- 6738) dated December 15, 2005

To import petroleum and its storage

The Ministry of Commerce And Industry Petroleum and Explosive Safety Organization (PESO)

Valid till December 31, 2008.

SE/NRC/TECH/8463 dated 28th October 2005

H.T. Connection for 1485 connected load in KW

The Maharashtra State Electricity Distribution Company Limited, Nagpur

One Time Permission

SAONER/414/97 dated December 31, 2002.

Food & Drug Administration

Prevention of Food Adulteration Act, 1954.

Valid till December 12, 2007.

371DT dated July 22, 1996

For the employment of contract labour.

The Contract Labour (Regulation and Abolition) Act, 1970

December 31, 2006

CER/ASSTT/A26 dated October 28, 2005

Sales Tax Clearance Certificate stating that Our Company has maintained proper records and paid taxes

The Bombay Sales Tax Act, 1959 and Central Sales Tax Act 1956.

Certifying that Our Company has paid taxes upto September 2005.

MH/62191/PF/ENF/NGP/2166 dated November 26, 1997.

Provident Fund Registration

The Employees Provident Fund and Miscellaneous Provisions Act, 1952

One Time Registration.

EN(NOC)1094/726/CR-131/D1 dated September 28, 1994

For the manufacture of edible crude oil, refined edible oil, de-oiled cake and soap stock.

Environment Clearance under the Water (Prevention & Control of Pollution) Act, 1974, the Air (Prevention & Control of Pollution) Act, 1981, the Environment (Protection) Act,

One Time clearance

305

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

1986 and the Public Liability Insurance Act, 1991 from the Maharashtra Pollution Control Board

Registration No. APEDA/REGN/MP/8571/95-96/13440 dated October 31, 1995

Merchant Exporter. Agricultural and Processed Food Products Export Development Authority, Ministry of Commerce.

One Time

Report No. CP/NGP/05/643 dated July 21, 2005

Stability of the plant in the factory

The Joint Director, Industrial Safety and Health, Government of Maharashtra

Valid up to July 20, 2010.

Report Nos. CP/NGP/06/194/18, CP/NGP/06/194/20 & CP/NGP/06/194/19 dated April 25, 2006.

Examination of the Lifting Machines, Ropes and Lifting Tackles

Section 29 of the Factories Act, 1948

Valid till April 24, 2007.

Report No. CP/NGP/06/194/01 TO 15 dated April 25, 2006

Examination of the Lifting Machines, Ropes and Lifting Tackles.

Section 29 of the Factories Act, 1948

Valid till October 24, 2006.

F No. IV (16) 36/Ind Agro/Cus/Dn-II/2000 dated July 14, 2000

Certificate for Import of Goods at concessional rate of duty for the Manufacture of Excisable Goods

From the Central Excise and Customs Division, Nagpur under the Customs Act, 1962

One Time Certificate.

License dated December 16, 2003.

For storage of Hexane Additional Controller Nagpur.

Valid till November 16, 2007.

2002/87 dated November 12, 2002

Storage of Coal Regional Director General And Mining Department.

Valid till September 4, 2007.

Certificate No. C/NGP/05/214/11 dated April 25, 2005.

Certifying the competency of the employees employed in the solvent extraction

The Factories Act, 1948

One Time Certificate.

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License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

plant Mandi License dated August 18, 2006

Mandi License The Secretary Mandi Committee, Saoner

Valid till September 2006.

Mandi License dated October 7, 1995 bearing No. VIA/1054/95-96

Mandi License The Nagpur Krishi Utpanna Bajar Samati

Valid till September 2006.

No objection certificate dated September 13, 2006.

Permission for conversion of agricultural land to non-agricultural land

From the village officer, Malegoan.

One Time.

MR/12241-8 ton dated September 16, 2006

Boiler license Section 7 and 8 of the Indian Boiler Act, 1923

Valid till September 14, 2007.

MR/12268-8 Ton dated September 16, 2006

Boiler license Under Section 7 and 8 of the Indian Boiler Act, 1923

Valid till September 10, 2007.

D. Licenses for MINING DIVISION

a. Licenses existing and valid.

License No/ Date Description of the License

Authority issuing the License / Legislation under which Act is issued

Status

Letter dated August 31, 2004

Prospecting License for mineral iron ore for an area of 287 hectares in District Kanker, Chhattisgarh

The Mines and Minerals (Development and Regulation) Act, 1957 from Government of India, Ministry of Coal and Mines.

Prospecting License would be converted into a mining lease for 30 years after a period of two years from the issue of the Prospecting License. Vide Letter dated 28 July 2006 our Company has also obtained environment clearance by Ministry of Environment and Forest under the Forest (Conservation) Act, 1980, for a period of two years

Letter dated November 8, 2004

Prospecting License for mineral iron ore over an area of

The Mines and Minerals (Development and Regulation) Act,

Prospecting License would be converted into a mining lease for 30 years after a period of two

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800 hectares in District Kanker, Chhattisgarh.

1957. years from the issue of the Prospecting License.

Order dated January 13, 2006

Allocated Coal Block at Nakia in a joint venture with other four companies

Coal Mines (Nationalization) Act, 1973.

One Time.

Permission Obtained from the Collector, Betul dated 6th May 2005.

Mining Lease for an area admeasuring 3.831 hectares for zinc and associated minerals

Collector, Betul, Madhya Pradesh

Mining Lease has been sanctioned for 20 years.

Order dated 27th November 2004 of the Madhya Pradesh Government.

Prospecting License for an area admeasuring 36.054 hectares for zinc and associated minerals.

The Mines and Minerals (Development and Regulation) Act, 1957

Prospecting License would be converted into a mining lease.

Order dated 27th November 2004 of the Madhya Pradesh Government.

Prospecting License for an area admeasuring 4.908 hectares for zinc and associated minerals.

The Mines and Minerals (Development and Regulation) Act, 1957

Prospecting License would be converted into a mining lease.

(ii) Licenses for which application has been made:

License No. and Date

Description of the License

Authority/ Act issuing the License.

Status.

Recommendation Obtained dated April 12, 2006

For an area admeasuring 8.936 hectares for zinc and associated minerals

The Madhya Pradesh State Government addressed to the Central Government

Mining Lease has been recommended by the Madhya Pradesh Government to the Government of India.

Recommendation Obtained dated January 23, 2006.

For an area admeasuring 11.9 square kilometres for coal

The Madhya Pradesh State Government addressed to the Central Government.

Prospecting license is yet to be obtained.

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E. Licenses in respect of the REAL ESTATE DIVISION. License No. and Date

Description of the License

Authority/ Act issuing the License.

Status.

178/D-3/2006 dated May 6, 2006.

The license is granted to Pragmatic Builders Private Limited in respect of Our Company. The number of workmen employed shall not exceed 80.

From the Government of Maharashtra.

The license is valid till December 31, 2006.

F. TRADEMARKS

1. Our Company has filed an Application bearing No. 1417609 with the Registrar of Trade Marks under the provisions of the Trademarks Act, 1999 (“the Trademarks Act”) for registration of their Trademark “Paramount Seamless” in Class 6 for their proposed product, steel seamless tubes. The application is pending and has not received any objections in respect of the Application.

2. Our Company had filed an Application bearing No. 1388744 with the Registrar

of Trade Marks under the Trademarks Act for the registration of their Trademark “Paramount Steel” in Class 6 for sponge iron, mild steel billets, ingots, angles, channels and alloy steel. Our Company has informed us that the application is pending and has not received any objections in respect of the registration of the application.

3. Our Company had filed an Application bearing No. 962608 dated October 11,

2000 with the Registrar of Trade Marks under the Trademarks Act for the registration of the Trademark “Aditya Brand” for soya oil. The said application is pending. Our Company has filed a notice of opposition on March 25, 2005 opposing the application made by Sangrur Milk Products Private Limited for the registration of the mark “Aditya” bearing Application No. 1282254 in Class 35 advertised in the Trade Mark Journal No. 1324 Supplement (I) dated December 13, 2004 at page 1336. Our Company has also filed a notice of opposition with the Registrar of Trademarks opposing the application made by Lunawat and Company for the registration of the mark “Aditya Label ” bearing Application No. 819112 in Class 30 advertised in the Trade Mark Journal No. 1316 dated April 1 ,2004 at page 235.

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OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The shareholders of Our Company have approved this Issue under section 81(1A) of the Act by a Special Resolution at our Annual General Meeting held on 29th June 2006 for 200 Lacs Equity Shares and for additional 50 Lacs Equity Shares through the EGM held on 16th September 2006.

Prohibition by SEBI

Our Company, our Directors, our Promoters, the Directors of our Promoter Companies or persons in control of our Promoter Companies, the group companies, companies promoted by or Promoters and companies or entities with which Our Company’s Directors are associated as directors / promoters / partners have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. The listing of any securities of Our Company has never been refused at anytime by any of the stock exchanges in India. Our Company, our Promoters, their relatives, group companies and associate companies has, not been detained as willful defaulters by RBI/government authorities and there are no violations of securities laws committed by them in the past or pending against them.

Eligibility for the Issue

Our Company is eligible for the Issue in accordance with Clause 2.2.1 of the SEBI DIP Guidelines as explained under, with the eligibility criteria calculated in accordance with Restated Financial Statements:

a) Our Company has net tangible assets of at least Rs. 3 Crores in each of the preceding 3 full years

(Rs. In Lacs) Particulars

31-03-02 31-03-03 31-03-04 31-03-05 31-03-06 12 Months 12 Months 12 Months 12 Months 12 Months

Fixed Assets (Net) 1,962.58 1,949.26 6,564.88 10,409.06 15025.28

Capital WIP 43.46 79.37 2,609.73 7,457.29 10474.72

Capital Advance 1.57 0 0 0 0

Expenditure during Construction Period

0 7.03 632.7 376.59 1,153.66

Total Capital Work In Progress

45.03 86.4 3,242.43 7,833.88 11,628.40

Current Assets, Loans & Advances

1,244.44 2,055.07 2875.41 6152.36 11,084.65

Trade Investments 13.25 1.29 10 0 1.50

Less: Current Liabilities & provisions

54.97 124.22 481.85 1,157.26 1,822.99

Net Tangible Assets 3,210.33 3,967.80 12,210.90 23,238.00 35,916.80

Monetary Assets(Cash and Bank)

7.28 65.71 47.91 30.52 37.85

Monetary Assest as a % of Net tangible Assets

0.23 1.66 0.39 0.13 0.11

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Net tangible assets are defined as the sum of fixed assets (including capital work in progress and excluding revaluation reserves, if any), trade investments, current assets (excluding deferred tax assets) less current liabilities (excluding deferred tax liabilities and secured as well as unsecured long term liabilities). Monetary assets include cash on hand and bank balances. b) Our Company has a track record of distributable profits in terms of section 205 of

the Companies Act, 1956, for at least three (3) out of immediately preceding five (5) years.

(Rs. In Lacs)

31-03-2002 31-03-2003 31-03-2004 31-03-

2005 31-03-2006

12 Months 12 Months 12 Months 12 Months 12 Months

Net Profit after tax 31.93 174.89 601.94 1,678.90 2,528.86

c) Our Company has a net worth of at least Rs. 1 Crore in each of the preceding 3 full

years (of 12 months each).

(Rs. In Lacs)

31-03-2002

31-03-2003

31-03-2004

31-03-2005

31-03-2006

12 Months

12 Months

12 Months

12 Months

12 Months

Equity Share Capital 599.97 599.97 1,363.65 2,038.40 3,059.14

Share Application Money 0.00 0.00 30.00 250.00 900.00

Reserves & Surplus 646.78 712.00 2054.84 4872.58 7997.40

Less: Misc. Exp 12.73 24.04 33.13 36.66 73.72

Net worth 1,234.02 1,287.93 3,415.36 7,124.32 11,882.82

d) Our Company has not been changed within the last one year. e) Our Company shall ensure that the aggregate of the proposed issue and all previous

issues made in the same financial year in terms of size (i.e. public issue by way of offer document + firm allotment + promoters’ contribution through the offer document) does not exceed five (5) times our pre- issue net worth as per the audited balance sheet of the last financial year.

Further, if the number of allottees in the proposed Issue is less than 1,000 allottees, Our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 15 days after Our Company becomes liable to pay the amount, Our Company shall pay interest at the rate of 15% per annum for the delayed period.

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Disclaimer Clauses SEBI Disclaimer Clause “IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE OFFER DOCUMENT TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE BOOK RUNNING LEAD MANAGER, UTI SECURITIES LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (DISCLOSURES AND INVESTOR PROTECTION) GUIDELINES IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, UTI SECURITIES LIMITED HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED 26TH SEPTEMBER 2006 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992, WHICH READS AS FOLLOWS:

I. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC., AND OTHER MATERIALS IN CONNECTION WITH THE FINALIZATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE.

II. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY,

WE CONFIRM THAT:

A. THE DRAFT RED HERRING PROSPECTUS FORWARDED TO SEBI IS IN

CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

B. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE,

AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY THE SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

C. THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS

ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE

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A WELL-INFORMED DECISION AS TO INVESTMENT IN THE PROPOSED ISSUE.

III. BESIDE US, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED

HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT SUCH REGISTRATIONS ARE VALID TILL DATE.

IV. WE SHALL SATISFY OURSELVES ABOUT THE NET WORTH OF THE

UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS.

V. WE CERTIFY THAT WRITTEN CONSENT FROM SHAREHOLDERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/SOLD/TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OR 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI, FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE OFFER DOCUMENT.”

Disclaimer from the Issuer and the Book Running Lead Manager Investors may note that Ind Synergy Limited and UTI Securities Limited accept no responsibility for statements made other than in this Draft Red Herring Prospectus or in the advertisement or any other material issued by or at the instance of the Issuer Company or Book Running Lead Manager and that any one, placing reliance on any other source of information would do so at their own risk. The BRLM, UTI Securities Limited, do not accept any responsibility save to the limited extent as provided in terms of the Memorandum of Understanding entered into between Our Company and the BRLM and the Underwriting Agreement to be entered into between Our Company and the Underwriters. All information will be made available by the Book Running Lead Manager, Underwriters, Syndicate members and Our Company to the public and investors at large and no selective or additional information would be available for any section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports etc. We shall not be liable to the Bidders for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. The BRLM accepts no responsibility, save to the limited extent as provided in the Memorandum of Understanding dated 27th July 2006 entered into between the BRLM and Our Company and the Underwriting Agreement to be entered into between the Underwriters and Our Company.

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Disclaimer in respect of Jurisdiction This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other Trust law and who are authorized under their constitution to hold and invest in shares) and to NRIs, FIIs and Foreign Venture Capital Funds Registered with SEBI. This Draft Red Herring Prospectus does not, however, constitute an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Raipur only.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of Our Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date.

Disclaimer Clause of the Bombay Stock Exchange Limited

Bombay Stock Exchange Limited (“the Exchange”) has given vide its letter dated [•] 2006 given permission to this Company to use the Exchange's name in this offer document as one of the stock exchanges on which this Company’s securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this 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 this Company’s securities will be listed or will continue to be listed

on the Exchange; or iii. take any responsibility for the financial or other soundness of this Company, its

promoters, its management or any scheme or project of this Company;

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

Disclaimer Clause of National Stock Exchange of India Limited

As required, a copy of the Draft Red Herring Prospectus has been submitted to the National Stock Exchange of India Limited (hereinafter referred to as NSE). NSE has

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given vide its letter ref: [•] dated [•] 2006 permission to the Issuer to use the Exchange's name in this Offer Document as one of the stock exchanges on which this Issuer's securities are proposed to be listed. The Exchange has scrutinized the Offer Document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document; nor does it warrant that Issuer's securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription or acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Filing

A copy of this Draft Red Herring Prospectus has been filed with the Corporate Finance Department of SEBI at: World Trade Center, 29th floor, Cuffe Parade, Mumbai – 400005. A copy of the Red Herring Prospectus along with the documents required to be filed under section 60B of the Companies Act would be delivered for registration to the RoC, Madhya Pradesh and Chhattisgarh at: 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh - 474009., atleast 3 (three) days before the issue opening date. The final Prospectus would be filed with the Corporate Finance Department of SEBI and the ROC at the respective aforesaid addresses upon closure of the issue and on finalization of the issue price.

Listing Application has been made to the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited for permission to deal in and for an official quotation of our Equity Shares. Our existing Equity Shares are not listed on any Stock Exchanges in India. BSE shall be the Designated Stock Exchange with which the basis of allotment will be finalized for the QIB, Non Institutional and Retail portion. If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the stock exchanges, we shall forthwith repay, without interest, all moneys received from the applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight days after we become liable to repay it, i.e., from the date of refusal or within 70 days from the date of Bid/ Issue Closing Date, whichever is earlier, then we and all our directors jointly and severally shall, on and from expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. We shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at BSE and NSE are taken within seven working days of finalization of Basis of Allotment for the Issue.

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Consents

Necessary Consents for the issue have been obtained from the following

1. Directors of Our Company 2. Promoters of Our Company 3. Bankers to Our Company 4. Auditors to Our Company 5. Book Running Lead Manager to the Issue 6. Legal Advisor to the Issue 7. Registrar to the Issue 8. Company Secretary and Compliance Officer 9. Syndicate Members 10. Underwriters 11. Escrow Collection Bankers to the Issue

The said consents would be filed along with a copy of the Red Herring Prospectus with the RoC, Madhya Pradesh and Chhattisgarh, as required under Sections 60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus, for registration with the RoC, Madhya Pradesh and Chhattisgarh.

Expert Opinion

Except as stated otherwise in this Draft Red Herring Prospectus, we have not obtained any expert opinion.

Public Issue Expenses

The expenses of this Issue include, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, statutory advertising expenses and listing fees. The estimated Issue expenses are as follows:

(Rs. in Lacs)

Particulars Amount % of total Issue

Expenses

% of total Issue size

Book Running Lead Manager fees [●] [●] [●]

Registrars fees [●] [●] [●]

Underwriting commission @ [●]% [●] [●] [●]

Legal Advisor’s fees [●] [●] [●]

Printing & Distribution Charges [●] [●] [●]

Advertisement and Marketing expenses [●] [●] [●]

Brokerage and selling expenses [●] [●] [●]

Stock Exchange fees for providing bidding terminals

[●] [●] [●]

SEBI and Stock Exchanges fees on filing of Offer Document

[●] [●] [●]

Other Miscellaneous expenses [●] [●] [●]

Total [●] [●] [●]

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Fees Payable to the BRLM The total fees payable to the BRLM will be as per the Memorandum of Understanding signed between us and the BRLM, UTI Securities Limited, a copy of which is available for inspection at our Registered Office and forms part of Material Contracts & Documents. Fees Payable to the Registrar to the Issue The fees payable to the Registrar to the Issue, Bigshare Services Private Limited, will be as per the Memorandum of Understanding signed with Our Company, a copy of which is available for inspection at our Registered Office and forms part of Material Contracts & Documents. The Registrar will be reimbursed for all relevant out-of-pocket expenses including such as cost of stationery, postage, stamp duty, communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable them to send refund orders or allocation advice by registered post/ Speed Post. Refund Orders up to Rs. 1,500/- would be send under certificate of posting. Underwriting Commission, Brokerage and Selling Commission An underwriting commission not exceeding [●]% of the total amount underwritten is payable to the underwriters on the offer price of the Equity Shares offered through this Draft Red Herring Prospectus to the public for subscription and underwritten in the manner mentioned in this Draft Red Herring Prospectus.

Brokerage for the issue will be upto [●]% of the issue price of the Equity Shares, which would be paid by Our Company on the basis of the allotments made against the applications bearing the stamp of a member of any recognized Stock Exchange in India in the ‘Broker’ column. Brokerage at the same rate will also be payable to the Bankers to the Issue in respect of the allotments made against applications procured by them provided the respective forms of application bear their respective stamp in the Broker column. In case of tampering or over-stamping of Brokers’/Agents’ codes on the application form, Our Company’s decision to pay brokerage in this respect will be final and no further correspondence will be entertained in this matter.

Previous Public or Rights Issues in the last 5 years Our Company has not made any public or rights issue of Equity Shares/Debentures in the last 5 years.

Previous Issue of Shares otherwise than for Cash Our Company has not issued any Equity Shares for consideration other than cash except as detailed in the section entitled ‘Capital Structure’ in this Draft Red Herring Prospectus.

Commission or Brokerage on Previous Issues Since this is the initial public offering of the Equity Shares, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring for, or agreeing to procure subscription for any of the Equity Shares of Our Company since its inception.

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Details of capital issue made during last three years in regard to the issuer company and other listed companies under the same management within the meaning of section 370(1)(B) of the Companies Act.

There have been no capital issues during last 3 years by us. There are no other listed companies under the same management within the meaning of Sec 370(1)(B) of the Act at present or during the last three years.

Promise vis-à-vis Performance – Last 3 issues

Our Company has not made any Public Issue.

Listed ventures of Promoters There are no listed ventures of our Promoters.

Promise vis-à-vis Performance – Last One Issue of Group Companies

There are no listed ventures of our Promoters.

Outstanding debentures or bonds and redeemable preference shares and other instruments issued and outstanding as on the date of the Draft Red Herring Prospectus and terms of Issue

There are no outstanding debentures or bonds or redeemable preference shares and other instruments outstanding as on the date of filing of this Draft Red Herring Prospectus. Stock Market Data This being an initial public offering of Our Company, the Equity Shares of Our Company are not listed on any stock exchange.

Mechanism for redressal of Investor’s grievance

Our Company has constituted a Shareholders Grievance Committee to look into the redressal of shareholder/ investor complaints such as Issue of duplicate/split/consolidated share certificates, allotment and listing of shares and review of cases for refusal of transfer/transmission of shares and debentures, complaints for non receipt of dividends etc. For further details on this committee, please refer under the head ‘Corporate Governance’ on page [●]. To expedite the process of share transfer, Our Company has appointed Bigshare Services Private Limited as the Registrar and Share Transfer Agents of Our Company vide MoU dated 7th September 2006.

Disposal of Investors’ Grievances and Redressal Mechanism

We have appointed Bigshare Services Private Limited as the Registrar to the Issue, to handle the investor grievances in co-ordination with our Compliance officer. All grievances relating to the present issue may be addressed to the Registrar with a copy to the Compliance officer, giving full details such as name, address of the applicant, number of equity shares applied for, amount paid on application and bank and Branch. We will monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily. A fortnightly status report of the complaints received and redressed by the Registrar to the Issue would be forwarded to us. We would also coordinate with the Registrar to the Issue in attending to the investors’ grievances. We assure that any complaints received, shall be disposed off as per the following schedule:

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Sr. No Nature of the Complaint Time Taken

1. Non-receipt of the refund Within 7 days of receipt of complaint, subject to production of satisfactory evidence.

2. Change of Address Within 7 days of receipt of information. 3. Any other complaint in

relation to Public Issue Within 7 days of receipt of complaint with all relevant details.

We have appointed Mr. Vijay Modi as the Compliance Officer who would directly liaise with SEBI with respect to implementation/compliance of various laws, rules, regulations and other directives issued by SEBI and matters related to investor complaints. The investors may contact the compliance officer in case of any pre issue/post issue related problems at the following address:

Mr. Vijay Modi Ind Synergy Limited, 301, Landmark Building,Juhu Tara Road, Santacruz (W) Mumbai – 400 049 Tel: +91-22- 26613245-47 Fax: +91-22- 26613221 Website: www.indsynergy.com E-mail: ipo@indsynergy.com Changes in Auditors during the last three years and reasons thereof There has been no change in the Auditors of Our Company during the last three years

Capitalization of Reserves or Profits during last five years

There has been no capitalization of reserves or profits during the last five years.

Revaluation of Assets during the last five years

There has not been any revaluation of Assets during the last five years.

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SECTION IX - ISSUE RELATED INFORMATION

TERMS OF THE ISSUE The Equity Shares being offered are subject to the provisions of the Companies Act, SEBI (DIP) Guidelines, our Memorandum and Articles of Association, the terms of the Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, Bid cum Application Form, the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the allotment advices and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable.

Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of the Companies Act, our Memorandum and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares including in respect of the rights to receive dividend. The allottees will be entitled to dividend (including dividend), voting rights or any other corporate benefits, if any, declared by us after the date of Allotment.

Mode of Payment of Dividend

The declaration and payment of dividends will be recommended by our Board of Directors and our shareholders, in their discretion, and will depend on a number of factors, including but not limited to our earnings, capital requirements and overall financial condition. We shall pay dividends in cash. Face Value and Issue Price per Share The Equity Shares having a face value of Rs. 10/- each are being offered in terms of this Draft Red Herring Prospectus at a price of Rs. [•]/- per Equity Share. The issue price will be determined by Our Company in consultation with the BRLM on the basis of assessment of market demand for the equity shares offered by way of book building. At any given point of time there shall be only one denomination of the Equity Shares of Our Company, subject to applicable laws. Rights of the Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall have the following rights: � Right to receive dividend, if declared; � Right to attend general meetings and exercise voting rights, unless prohibited by

law; � Right to vote on a poll either in person or by proxy; � Right to receive offer for rights shares and be allotted bonus shares, if announced; � Right to receive surplus on liquidation; � Right of free transferability; and

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� Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies Act, the terms of the listing agreements with the Stock Exchange(s) and the Memorandum and Articles of Association Our Company.

For a detailed description of the main provisions of the Articles of Association of Our Company relating to voting rights, dividend, forfeiture and lien and/or consolidation/splitting, etc., see the section entitled ‘Main Provisions of Articles of Association’ beginning on page [●]. Market Lot and Trading Lot In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In terms of existing SEBI Guidelines, the trading in the Equity Shares shall only be in dematerialized form for all investors. Since trading of the Equity Shares will be in dematerialized mode, the tradable lot is one Equity Share. Allocation and allotment of Equity Shares through this Offer will be done only in electronic form in multiples of 1 Equity Share subject to a minimum allotment of [●] Equity Shares to the successful bidders. Nomination Facility to Investor In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office or to the registrar and transfer agents of Our Company. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either: a) to register himself or herself as the holder of the equity shares; or

b) to make such transfer of the equity shares, as the deceased holder could have

made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the equity shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the equity shares, until the requirements of the notice have been complied with.

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Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to make a separate nomination with Our Company. Nominations registered with respective depository participant of the applicant would prevail. If the investor wants to change the nomination, they are requested to inform their respective depository participant. Minimum Subscription If Our Company does not receive the minimum subscription of 90% of the Net Issue to the Public including devolvement of underwriters, if any, within 60 days from the Bid/Issue Closing Date, we shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days, we and every director of Our Company who is an officer in default, becomes liable to repay the amount with interest as per Section 73 of the Companies Act. If the number of allottees in the proposed Issue is less than 1,000 allottees, we shall forthwith refund the entire subscription amount received. If there is a delay beyond 15 days after we become liable to pay the amount, we shall pay interest at the rate of 15% per annum for the delayed period. Arrangements for Disposal of Odd Lots Since, our Equity Shares will be traded in dematerialized form only; the marketable lot is one (1) Equity Share. Therefore, there is no possibility of any odd lots. Restrictions, if any on Transfer and Transmission of Equity Shares The restrictions, if any, on the Transfer and Transmission of our Equity Shares are contained in the section titled ‘Main Provisions of Articles of Association’ beginning on page [•] Compliance with SEBI Guidelines Our Company shall comply with all requirements of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 as amended from time to time. Our Company shall comply with all disclosure norms as specified by SEBI from time to time. Withdrawal of the Issue Our Company in consultation with the BRLM reserves the right not to proceed with the issue any time after the Bid/Issue opening date but before allotment without assigning any reason thereof.

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ISSUE STRUCTURE This Issue is being made through a 100% Book Building Process. The present Issue of 2,00,00,000 Equity Shares of Rs.10/- each at a price of Rs. [●] for cash aggregating Rs. [●] lacs . The issue would constitute 39.18% of the fully diluted post issue paid up capital of Ind Synergy Limited. The details of the issue structure are as follows:

QIBs Non Institutional Bidders

Retail Individual Bidders

Number of Equity Shares*

Not more than 1,00,00,000 Equity Shares

Not less than 30,00,000 Equity Shares

Not less than 70,00,000 Equity Shares

Percentage of Issue Size available for allocation

Not more than 50% of the Net Issue to the public (of which 5% shall be reserved for Mutual Funds) or Net Issue to the public less allocation to Non-Institutional Bidders and Retail Individual Bidders.* Mutual Funds participating in the 5% reservation in the QIB Portion will also be eligible for allocation in the remaining QIB Portion. The Unsubscribed portion, if any, in the Mutual Fund reservation will be available to QIBs.

Not less than 15% of the Net issue to the public or Net Issue size less allocation to QIBs and retail individual bidders.*

Not less than 35% of the Net issue to the public or Net Issue size less allocation to QIBs and non institutional bidders.*

Basis of Allocation if respective category is oversubscribed

Proportionate Proportionate Proportionate

Minimum Bid Such number of Equity Shares that the Bid Amount exceeds Rs. 1,00,000/-

Such number of Equity Shares that the Bid Amount exceeds Rs. 1,00,000/-

[•] Equity Shares and in multiples of [●] Equity Shares.

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QIBs Non Institutional Bidders

Retail Individual Bidders

and in multiples of [●] Equity Shares.

and in multiples of [●] Equity Shares.

Maximum Bid Not exceeding the size of the issue, subject to regulations as applicable to the Bidder

Not exceeding the size of the issue, subject to regulations as applicable to the Bidder

Such number of Equity Shares per retail individual investor so as to ensure that the Bid amount does not exceed Rs. 1,00,000/- which has to be in multiples of [•] Equity Shares.

Mode of Allotment

Dematerialized mode

Dematerialized mode

Dematerialized mode

Trading Lot/Market lot

One (1) Equity Share

One (1) Equity Share

One (1) Equity Share

Who can apply**

Public financial institutions, as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual funds, foreign institutional investor registered with SEBI, multilateral and bilateral development financial institutions, Venture Capital Funds registered with SEBI, foreign Venture capital investors registered with SEBI, State Industrial Development Corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with minimum corpus of Rs.

Companies, Corporate Bodies, Scientific Institutions, Societies, Trusts, Resident Indian individuals, HUF (in the name of Karta), and NRIs (applying for an amount exceeding Rs. 1,00,000/-)

Individuals (including NRIs and HUFs in the name of Karta) applying for Equity Shares such that the Bid Amount does not exceed Rs. 1,00,000 in value.

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QIBs Non Institutional Bidders

Retail Individual Bidders

2500 lacs and pension funds with minimum corpus of Rs. 2500 lacs in accordance with applicable law.

Terms of payment

Margin Amount applicable to QIB Bidders at the time of submission of Bid cum Application form to the members of the syndicate

Margin Amount applicable to Non Institutional Bidders at the time of submission of Bid cum Application form to the members of the syndicate

Margin Amount applicable to Retail Individual Bidders at the time of submission of Bid cum Application form to the members of the syndicate

Margin Amount

10% of the Bid amount in respect of bids placed by QIB bidder on bidding

Full amount on bidding

Full amount on bidding

* Subject to valid bids being received at or above the Issue Price. Under-subscription, if

any, in any category, would be allowed to be met with spill over inter-se from any other categories, at the discretion of Our Company in consultation with the BRLM subject to applicable provisions of SEBI Guidelines.

** In case the Bid Cum Application Form is submitted in joint names, the investors

should ensure that the demat account is also held in the same joint names and in the same sequence in which they appear in the Bid Cum Application Form.

Note:

Equity Shares being offered through this Draft Red Herring Prospectus can be applied for in dematerialized form only.

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ISSUE PROCEDURE

Book Building Procedure The Issue is being made through the 100% Book Building Process wherein not more than 50% of the Net Issue to the Public shall be available for allocation to Qualified Institutional Buyers on a proportionate basis (of which 5% shall be allocated for Mutual Funds). Further, not less than 15% of the Net Issue to the Public shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue to the Public shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price.

Bidders are required to submit their Bids through the Syndicate. We, in consultation with the BRLM, reserve the right to reject any Bid procured from QIBs, by any or all members of the Syndicate, for reasons to be recorded in writing provided that such rejection shall be made at the time of acceptance of the Bid and the reasons therefor shall be disclosed to the bidders. In case of Non-Institutional Bidders and Retail Individual Bidders, Our Company would have a right to reject the Bids only on technical grounds. Investors should note that Equity Shares would be allotted to all successful Bidders only in dematerialized form. Bidders will not have the option of getting Allotment of the Equity Shares in physical form. The Equity Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges. Illustration of Book Building and Price Discovery Process (Investors should note that this illustration is solely for the purpose of illustration and is not specific to the Issue) The Bidders can bid at any price within the Price Band. For instance, assume a Price Band of Rs. 60/- to Rs. 72/- per Equity Share, Issue size of 5,400 Equity Shares and receipt of five Bids from the Bidders. A graphical representation of the consolidated demand and price would be made available at the bidding centres during the Bidding/Issue Period. The illustrative book as set forth below shows the demand for the Equity Shares of the Company at various prices and is collated from Bids from various investors. Bid Quantity Bid Price (Rs.) Cumulative Quantity Subscription

1,500 72 1,500 27.78% 3,000 69 4,500 83.33% 4,500 66 9,000 166.67% 6,000 63 15,000 277.78% 7,500 60 22,500 416.67%

The price discovery is a function of demand at various prices. The highest price at which Our Company is able to issue the desired quantity of Equity Shares is the price at which the book cuts off, i.e., Rs.66 in the above example. Our Company, in consultation with the BRLM, will finalize the Issue Price at or below such cut off price, i.e., at or below Rs.66. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective category.

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Bid-cum-Application Form Bidders shall only use the specified Bid-cum-Application Form bearing the stamp of a member of the Syndicate for the purpose of making a Bid in terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in the Bid-cum-Application Form and such options shall not be considered as multiple Bids. Upon the allotment of Equity Shares, dispatch of the CAN and filing of the Prospectus with the RoC, the Bid-cum-Application Form shall be considered as the Application Form. Upon completing and submitting the Bid-cum-Application Form to a member of the Syndicate, the Bidder is deemed to have authorized us to make the necessary changes in this Draft Red Herring Prospectus and the Bid-cum-Application Form as would be required for filing the Prospectus with the RoC and as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder. The prescribed colour of the Bid-cum-Application Form for various categories is as follows:

Category Colour of Bid-cum-Application

Form Indian Public including QIBs, Non-Institutional Bidders or NRIs applying on a non-repatriation basis

:

White

Non-residents, NRIs or FIIs applying on a repatriation basis

:

Blue

Who Can Bid? 1. Persons eligible to invest under all applicable laws, rules, regulations and

guidelines; 2. Indian nationals resident in India who are majors, in single or joint names (not more

than three); 3. HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is

being made in the name of the HUF in the Bid cum Application Form as follows: “Name of Sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those from individuals;

4. Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in Equity shares;

5. Indian mutual funds registered with SEBI; 6. Indian financial institutions, commercial banks, regional rural banks, co-operative

banks (subject to RBI regulations and SEBI Guidelines and Regulations, as applicable);

7. Venture capital funds registered with SEBI; 8. Foreign venture capital investors registered with SEBI; 9. State Industrial Development Corporations; 10. Insurance companies registered with the Insurance Regulatory and Development

Authority; 11. Provident funds with minimum corpus of Rs. 2500 Lacs and who are authorized

under their constitution to invest in Equity Shares;

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12. Pension funds with minimum corpus of Rs. 2500 Lacs and who are authorized under their constitution to invest in Equity Shares;

13. Multilateral and bilateral development financial institutions; 14. Trusts/Societies registered under the Societies Registration Act, 1860, as amended,

or under any other law relating to Trusts/Societies and who are authorized under their constitution to hold and invest in equity shares;

15. Eligible Non-residents including NRIs and FIIs on a repatriation/non- repatriation basis subject to applicable local laws; and

16. Scientific and/or industrial research organizations authorized under their constitution to invest in equity shares.

As per existing regulations, Overseas Corporate Bodies (OCBs) cannot bid/participate in this issue. Note: The BRLM and the Syndicate Members shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their underwriting obligation. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law, rules, regulations, guidelines and approvals. Application by Mutual Funds In accordance with the current regulations, no mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments of any company provided that the limit of 10% shall not be applicable for investments by index funds or sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any company’s paid-up capital carrying voting rights. In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Application by FIIs In accordance with the current regulations, the Issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid- up capital of Our Company. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital or 5% of the total issued capital of Our Company in case such sub-account is a foreign corporate or an individual. Application by SEBI registered Venture Capital Funds and Foreign Venture Capital Funds The SEBI (Venture Capital Funds) Regulations, 1996 and the SEBI (Foreign Venture Capital Investors) Regulations, 2000 prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Accordingly, the holding by any individual venture capital fund or foreign venture capital investor registered with SEBI should not exceed 33.33% of the corpus of the venture capital fund/foreign venture capital investor. The aggregate holdings of venture capital funds and foreign venture capital investors registered with SEBI could, however, go up to 100% of Our Company’s paid-up equity capital.

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Application by NRI � Individual NRI Bidders can obtain the Bid-cum-Application Forms from our

registered office or from members of the Syndicate or the Registrars to the Issue. � NRI Bidders may please note that only such Bids as are accompanied by payment in

free foreign exchange shall be considered for allotment. NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the Bid cum Application form meant for Resident Indians (white in colour)

The above information is given for the benefit of the Bidders. The Bidders are advised to make to their own enquiries about the limits applicable to them. Our Company and the BRLM do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. Our Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of the Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares bid for do not exceed the applicable limits under laws or regulations. Maximum and Minimum Bid size a) For Retail Individual Bidders: The Bid must be for minimum [•] Equity Shares and

in multiples of [•] Equity Shares thereafter subject to maximum bid amount of Rs. 1,00,000/-. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Amount does not exceed Rs. 1,00,000/-. In case the Bid Amount is over Rs. 1,00,000/- due to revision in bid or revision of the Price Band or on exercise of Cut-off option, the Bid would be considered for allotment under the Non-Institutional Bidders category. The Cut-off option is an option given only to the Retail Individual Bidders indicating their agreement to bid and purchase at the final Issue Price as determined at the end of the Book Building Process.

b) For Non-Institutional Bidders and QIB Bidders: The Bid must be for a minimum

of such number of Equity Shares such that the Bid Amount payable by the Bidder exceeds Rs. 1,00,000/- and in multiples of [•] Equity Shares thereafter. A Bid cannot be submitted for more than the size of the Issue. However, the maximum Bid by a QIB should not exceed the investment limits prescribed for them by applicable laws. Under existing SEBI guidelines, a QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date.

In case of revision in Bids, the Non-Institutional Bidders who are individuals have to ensure that the Bid Amount is greater than Rs. 1,00,000/- for being considered for allocation in the Non Institutional Portion. In case the Bid Amount reduces to Rs. 1,00,000/- or less due to a revision in Bids or revision of Price Band, the same would be considered for allocation under the Retail Portion. Non Institutional Bidders and QIBs are not allowed to Bid at ‘Cut-off’.

Information for the Bidders 1. We will file the Red Herring Prospectus with the Registrar of Companies, at least 3

(three) days before the Bid/Issue Opening Date.

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2. The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the Bid-cum-Application Form to their potential investors.

3. Any investor (who is eligible to invest in the Equity Shares) desirous of obtaining a

copy of the Red Herring Prospectus along with the Bid-cum- Application Form can obtain the same from our registered office or from the BRLM, or from a member of the Syndicate.

4. Investors who are interested in subscribing for Our Company’s Equity Shares

should approach any of the BRLM or Syndicate Member or their authorized agent(s) to register their Bid.

5. The Bids should be submitted on the prescribed Bid-cum-Application Form only.

Bid-cum-Application Forms should bear the stamp of the members of the Syndicate. Bid-cum-Application Forms, which do not bear the stamp of the members of the Syndicate, will be rejected.

Method and Process of bidding a) We, with the BRLM, shall declare the Bid/Issue Opening Date, Bid/Issue Closing

Date and the Price Band at the time of filing of the Red Herring Prospectus with RoC and also publish the same in two widely circulated newspapers (one each in English and Hindi, which is also the regional newspaper). This advertisement, subject to the provisions of Section 66 of the Companies Act shall be in the format prescribed in Schedule XX–A of the SEBI DIP Guidelines, as amended vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated 25th January 2005. The Members of the Syndicate shall accept Bids from the Bidders during the Issue Period in accordance with the terms of the Syndicate Agreement.

b) Investors who are interested in subscribing for our Equity Shares should approach

any of the members of the Syndicate or their authorized agent(s) to register their Bid.

c) The Bidding Period shall be a minimum of 3 working (three) days and not exceed 7

working (seven) days. In case the Price Band is revised, the revised Price Band and the Bidding Period will be informed to the Stock Exchanges and published in two national newspapers (one each in English and Hindi) and one regional newspaper and the Bidding Period may be extended, if required, by an additional 3 working (three) days, subject to the total Bidding Period not exceeding 10 working (ten) days.

d) During the Bidding Period, the Bidders may approach the Syndicate to submit their

Bid. Every member of the Syndicate shall accept Bids from all clients/investors who place orders through them and shall have the right to vet the Bids.

e) Each Bid cum Application Form will give the Bidder the choice to bid for up to three

optional prices (for details refer to the paragraph entitled ‘Bids at Different Price Levels’ on page [•]) within the Price Band and specify the demand (i.e., the number of Equity Shares bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares bid for by a Bidder at or above the Issue Price will be considered for allocation and the rest of the Bid(s), irrespective of the Bid price, will become automatically invalid.

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f) The Bidder cannot bid on another Bid cum Application Form after Bids on one Bid cum Application Form have been submitted to any member of the Syndicate. Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate will be treated as multiple bidding and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed in the paragraph ’Build up of the Book and Revision of Bids’ on page [•].

g) The members of the Syndicate will enter each option into the electronic bidding

system as a separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRS’s for each Bid cum application Form. It is the responsibility of the bidder to obtain the TRS from the Syndicate Member.

h) Along with the Bid cum Application Form, all Bidders will make payment in the

manner described under the paragraph ’Terms of Payment and Payment into the Escrow Collection Account’ on page [•].

Bids at Different Price Levels a) The Price Band has been fixed at Rs. [●] to Rs. [●] per Equity Share of Rs. 10 each,

Rs. [●] being the Floor Price and Rs. [●] being the Cap Price. The Bidders can bid at any price with in the Price Band, in multiples of Re 1.

b) In accordance with SEBI Guidelines, Our Company in consultation with the BRLM

in accordance with this clause, without the prior approval of, or intimation, to the Bidders, can revise the Price Band. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band. In case of a revision in the Price Band, the Issue will be kept open for a further period of three working days after the revision of the Price Band, subject to the total Bidding Period not exceeding ten working days.

c) In the event of any revision in the Price Band, whether upwards or downwards, the

minimum application size shall be suitable revised, if necessary such that the minimum application is in the range of Rs. 5,000/- to Rs. 7,000/-.

d) Any revision in the Price Band and the revised Bidding Period/Issue Period, if

applicable, will be widely disseminated by informing the Stock Exchanges, by issuing a public notice in two national newspapers (one each in English and Hindi), and also indicating the change on the relevant websites of the BRLM and the terminals of the members of the Syndicate.

e) We, in consultation with the BRLM, can finalize the Issue Price within the Price

Band without the prior approval of, or intimation to, the Bidders. f) The Bidders can bid at any price within the Price Band. The Bidder has to bid for

the desired number of Equity Shares at a specific price. Retail Individual Bidders applying for a maximum bid in any of the bidding options not exceeding Rs. 1,00,000/- may bid at ‘Cut-off’. However, bidding at ‘Cut-off’ is prohibited for QIB or Non Institutional Bidders and such Bids from QIBs and Non-Institutional Bidders shall be rejected.

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g) Retail Individual Bidders, who bid at the ‘Cut-Off’ agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders bidding at ‘cut-off’ shall deposit the Bid Amount based on the Cap Price in the Escrow Account. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders (i.e. the total number of Equity Shares allocated in the Issue multiplied by the Issue Price), Retail Individual Bidders portion shall receive the refund of the excess amounts from the Refund Account.

h) In case of an upward revision in the Price Band announced as above, Retail

Individual Bidders, who had bid at ‘cut-off’ Price could either

i) revise their Bid

ii) make additional payment based on the cap of the revised Price Band, with the members of the Syndicate to whom the original Bid was submitted. In case the total amount (i.e. original Bid Amount plus additional payment) exceeds Rs. 1,00,000/-, the Bid will be considered for allocation under the Non Institutional category in terms of this Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares bid for shall be adjusted for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut off

i) In case of a downward revision in the Price Band, announced as above, Retail

Individual Bidders who have bid at Cut Off price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Refund Account

Option to Subscribe Equity Shares being offered through the Draft Red Herring Prospectus can be applied for in dematerialized form only. Escrow Mechanism Our Company and members of the Syndicate shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the bid. Cheques or demand drafts received for the full Bid amount from Bidders in a certain category would be deposited in the Escrow Account for the Issue. The Escrow Collection Banks will act in terms of the Draft Red Herring Prospectus and an Escrow Agreement. The monies in the Escrow Account of Our Company shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer an amount equivalent to Issue proceeds (Final Issue price multiplied by the number of Equity Shares allotted through this issue) from the Escrow Account to the Public Issue Account with the Bankers to the Issue as per the terms of the Escrow Agreement with Our Company and the balance amount shall be transferred to the Refund Account, from where payment of refund to the Bidders shall be made. The Bidders may note that the Escrow Mechanism is not prescribed by SEBI and the same has been established as an arrangement between Our Company, the Syndicate,

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Escrow Collection Bank(s) and the Registrars to the Issue to facilitate collections from the Bidders. Terms of Payment and Payment into the Escrow Collection Account In case of Non-institutional Bidders and Retail Individual Bidders, each Bidder shall, with the submission of the Bid-cum- Application Form draw a cheque or demand draft for the maximum amount of his/ her Bid in favour of the Escrow Account of the Escrow Collection Bank(s) (For further details, see ’Issue Procedure - Payment Instructions’ on page [●]) and submit the same to the members of the Syndicate to whom the Bid is being submitted. In case of QIB Bidders, the Margin Amount has to be submitted along with the Bid to the members of the Syndicate. Bid-cum-Application Forms accompanied by cash and stock invests shall not be accepted. The maximum Bid price has to be paid at the time of submission of the Bid-cum-Application Form based on the highest bidding option of the Bidder. The members of the Syndicate shall deposit the cheque or demand draft with the Escrow Collection Bank(s), which will hold the monies for the benefit of the Bidders till the Designated Date. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account and Refund Account. Not later than 15 days from the Bid / Issue Closing Date, Our Company will instruct the Refund Banker to refund all amount payable to unsuccessful Bidders and also the excess amount paid on bidding, if any, after adjustment for allocation to the Bidders, failing which Our Company shall pay interest @15% per annum for any delay beyond the period mentioned above. Each category of Bidders i.e. QIBs, Non-Institutional Bidders and Retail Individual Bidders would be required to pay their Margin Amount at the time of the submission of the Bid-cum-Application Form. The Margin Amount payable by each category of Bidders is mentioned under the heading ’Issue Structure’ on page [●] and shall be uniform across all the bidders in the same category. Where the Margin Amount applicable to the Bidder is less than 100% of the Bid Amount, any difference between the amount payable by the Bidder for Equity Shares allocated at the Issue Price and the Margin amount paid at the time of Bidding, shall be payable by the Bidder no later than the Pay-in-Date, which shall be a minimum period of two days from the date of communication of the allocation list to the members of the Syndicate by the Registrar to the Issue. If the payment is not made favouring the Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled. However, if the members of the Syndicate do not waive such payment, the full amount of payment has to be made at the time of submission of the Bid-Cum-Application Form. Electronic Registration of Bids a) The members of the Syndicate will register the Bids using the on-line facilities of

NSE and BSE. There will be at least one BSE / NSE on-line connectivity to each city where a Stock Exchange is located in India and the Bids are accepted.

b) NSE and BSE will offer a screen-based facility for registering Bids for the Issue. This

facility will be available on the terminals of the members of the Syndicate and their authorized agents during the Bidding Period. Members of the Syndicate can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently download the off-line data file into the on-line facilities for book building on a regular basis. On the Bid/Issue Closing Date, the Syndicate Member shall upload the Bids till such time as may be permitted by the BSE and NSE.

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c) BSE and NSE will aggregate demand and price for Bids registered on their electronic

facilities on a regular basis and display graphically the consolidated demand at various price levels. This information can be assessed on BSE’s website at www.bseindia.com or on NSE’s website at www.nseindia.com.

d) At the time of registering each Bid, the members of the Syndicate shall enter the

following details of the investor in the on-line system: � Name of the investor (Investors should ensure that the name given in the bid

cum application form is exactly the same as the Name in which the Depositary Account is held. In case the Bid cum Application Form is submitted in joint names, investors should ensure that the Depository Account is also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application Form.)

� Investor Category – Individual, Corporate, NRI, FII, Mutual Fund, etc � Numbers of Equity Shares bid for � Bid price � Bid Amount � Bid-cum-Application Form number � Whether payment is made upon submission of Bid-cum-Application Form � Margin Amount and � Depository Participant Identification Number and Client Identification Number of

the demat account of the Bidder. e) A system generated TRS will be given to the Bidder as a proof of the registration of

each of the bidding options. It is the Bidder’s responsibility to obtain the TRS from the members of the Syndicate. The registration of the Bid by the members of the Syndicate does not guarantee that the Equity Shares shall be allocated either by the members of the Syndicate or Our Company.

f) Such TRS will be non-negotiable and by itself will not create any obligation of any

kind. g) Consequently, all or any of the members of the Syndicate may reject QIB Bids

provided the rejection is at the time of receipt of such Bids and the reason for rejection of the Bid is communicated to the Bidder at the time of such rejection. In case of Non-Institutional Bidders and Retail Individual Bidders, Bids would not be rejected except on the technical grounds listed on Page [●].

h) It is to be distinctly understood that the permission given by BSE and NSE to use

their network and software of the online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by Our Company or BRLM are cleared or approved by BSE and NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of Our Company, its promoters, its management or any scheme or project of Our Company.

i) It is also to be distinctly understood that the approval given by BSE and NSE for the

use of their online IPO system should not in any way be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved by the BSE and NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the BSE and NSE.

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Build Up of the Book and Revision of Bids

a) Bids registered by various Bidders through the members of the Syndicate shall be electronically transmitted to the NSE or BSE mainframe on a regular basis.

b) The book gets build up at various price levels. This information will be available

with the BRLM on a regular basis.

c) During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her Bid within the price band using the printed Revision Form, which is a part of the Bid-cum-Application Form.

d) Revisions can be made in both the desired numbers of Equity Shares and the

bid price by using the Revision Form. Apart from mentioning the revised options in the revision form, the Bidder must also mention the details of all the options in his or her Bid-cum-Application Form or earlier Revision Form. For example, if a Bidder has bid for three options in the Bid-cum-Application Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being changed, in the Revision Form unchanged. Incomplete or inaccurate Revision Forms will not be accepted by the members of the Syndicate.

e) The Bidder can make this revision any number of times during the Bidding

Period. However, for any revision(s) of the Bid, the Bidders will have to use the services of the same members of the Syndicate through whom he or she had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof.

f) Any revision of the Bid shall be accompanied by payment in the form of cheque

or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus. In case of QIBs, the members of the Syndicate shall collect the payments in the form of cheque or demand draft for the incremental amount in the QIB Margin Amount, if any, to be paid on account of the upward revision of the Bid at the time of one or more revisions by the QIB Bidders.

g) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS

and get a revised TRS from the members of the Syndicate. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid.

h) Only Bids that are uploaded on the online IPO system of the NSE and BSE shall

be considered for allocation/allotment. In case of discrepancy of data between NSE or BSE and members of the Syndicate, the decision of the BRLM based on the physical records of Bid cum Application forms shall be final and binding to all concerned.

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Price Discovery and Allocation

a) After the Bid/Issue Closing Date, the BRLM will analyze the demand generated at various price levels and discuss pricing strategy with us.

b) Our Company, in consultation with the BRLM shall finalise the “Issue Price”, the

number of Equity Shares to be allotted in each category of Bidders.

c) The allocation for QIBs for up to 50% of the Net Issue to public, of which 5% shall be reserved for Mutual Funds, would be on a proportionate basis, subject to valid bids being received at or above the Issue Price in the manner as described in the section titled ’Basis of Allotment’. The allocation to Non-Institutional Bidders and Retail Individual Bidders of not less than 15% and 35% of the Net Issue to public, respectively, would be on proportionate basis, in the manner specified in the SEBI Guidelines, in consultation with Designated Stock Exchange, subject to valid Bids being received at or above the Issue Price.

d) Under subscription, if any, in QIBs, Non-Institutional and Retail categories

would be allowed to be met with spill over from any of the other categories at the discretion of Our Company and the BRLM. However, if the aggregate demand by Mutual Funds is less than [•] Equity Shares, the balance Equity Shares from the portion specifically available for allocation to Mutual Funds in the QIB Portion will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders in proportion to their Bids.

e) Allocation to NRIs, FIIs, Foreign Venture Capital Funds registered with SEBI

applying on repatriation basis will be subject to the terms and conditions stipulated by the FIPB and RBI while granting permission for Issue/Allocation of Equity Shares to them.

f) The BRLM, in consultation with us, shall notify the Syndicate Members of the

Issue Price and allocations to their respective Bidders, where the full Bid Amount has not been collected from the Bidders.

g) Our Company in consultation with the BRLM, reserves the right to cancel

the Issue any time after the Bid/Issue Opening Date but before allocation, without assigning reasons whatsoever.

h) In terms of SEBI Guidelines, QIB Bidders shall not be allowed to withdraw their

Bid after Bid/Issue closing date.

i) The allotment details shall be uploaded on the website of the Registrar to the Issue.

Signing of Underwriting Agreement and RoC Filing

1. Our Company, the BRLM and the Syndicate Members shall enter into an Underwriting Agreement on finalization of the Issue Price and allocation(s) to the Bidders.

2. After signing the Underwriting Agreement, we will update and file the updated

Red Herring Prospectus with RoC, which then would be termed ‘Prospectus’. The Prospectus would have details of the Issue Price, Issue Size, underwriting arrangements and would be complete in all material respects.

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Filing of the Prospectus with the RoC A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, would be delivered for registration to the RoC, Madhya Pradesh & Chhattisgarh. A copy of the Prospectus required to be filed under Section 60 of the Companies Act would be delivered for registration with RoC, Madhya Pradesh & Chhattisgarh. Announcement of Pre-Issue Advertisement Subject to Section 66 of the Companies Act, Our Company shall after receiving final observations, if any, on the Draft Red Herring Prospectus from SEBI, publish an advertisement, in the form prescribed by the SEBI DIP Guidelines in an English national daily with wide circulation, one Hindi National newspaper which is also the regional language with wide circulation at Madhya Pradesh. Advertisement regarding Issue Price and Prospectus We will issue a statutory advertisement at the time of/after filing of Prospectus with RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Issue Price. Any material updates between the date of Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement. Issuance of Intimation Note and Confirmation of Allocation Note to bidders, other than QIBs The Registrar to the Issue shall send Confirmation of Allocation Note/Allotment Advice-cum-Refund Orders to all the Bidders intimating the number of shares allotted and the amount refunded. Issuance of Intimation Note and Confirmation of Allocation Note to QIB bidders After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bids uploaded on the BSE/ NSE system. Based on the electronic book, if so required, QIBs may be sent an Intimation Note, indicating the number of Equity Shares that may be allocated to them and the additional margin required which shall be payable by the QIBs within the pay-in date specified therein. This Intimation Note is subject to the Basis of Allotment, which will be approved by the Designated Stock Exchange and reflected in the reconciled book prepared by the Registrar. Subject to SEBI Guidelines, certain Bid applications may be rejected due to technical reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and these rejected applications will be reflected in the reconciled book and basis of allotment as approved by the Designated Stock Exchange. In addition, there are foreign investment limitations applicable to Our Company, which may result in a change (including a potential decrease) in the number of Equity Shares being finally allotted to non-resident investors (including FIIs). As a result, a CAN may be sent to QIBs and the allocation of Equity Shares in such CAN may be different from that specified in the earlier Intimation Note. QIBs should note that they may be required to pay additional amounts, if any, by the Pay-in Date specified in the CAN, for any increased allocation of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract for the QIB for all the Equity Shares allocated to such QIB

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Designated Date and Transfer of Funds to Public Issue Account a) Our Company will ensure that the allotment of Equity Shares is done within 15

days of the Bid/Issue Closing Date. After the funds are transferred from the Escrow Account to the Public Issue Account on the Designated Date, we would allot the Equity Shares to the allottees and would ensure the credit to the successful Bidders depository account within two working days from the date of finalization of the basis of allotment with the Designated Stock Exchange. In case, Our Company fails to make allotment or transfer within 15 days of the Bid/Issue Closing Date, interest would be paid to the investors at the rate of 15% per annum.

b) In accordance with the SEBI DIP Guidelines, Equity Shares will be issued and

allotment shall be made only in the dematerialized form to the allottees. Allottees will have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allocated to them pursuant to this Issue. General Instructions Do’s: a) Check if you are eligible to apply; b) Complete the bid-cum-application form after reading all the instructions carefully; c) Ensure that the details about Depository Participant and beneficiary account are

correct as Equity Shares will be allotted in the dematerialized form only; d) Ensure that the Demographic Details (as defined herein below) are updated, true

and correct in all respects. e) Ensure that the Bids are submitted at the Bidding Centres only on forms bearing

stamp of the Syndicate Member; f) Ensure that you have been given a TRS for all your Bid options; g) Submit Revised Bids to the same Syndicate Member through whom the original Bid

was placed and obtain a revised TRS; h) Ensure that the Bid is within the Price Band; i) Investors must ensure that the name given in the bid cum application form is

exactly the same as the name in which the Depository Account is held. In case, the Bid cum Application Form is submitted in joint names, investors should ensure that the Depository Account is also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application Form.

j) Ensure that you mention your Permanent Account Number (PAN) allotted under the

I.T. Act where the maximum Bid for Equity Shares by a Bidder is for a total value of Rs. 50,000/- or more The copy of the PAN card or the PAN allotment letter should be submitted with the application form; and

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k) If you have mentioned “Applied For” or “Not Applicable” in the Bid cum Application Form in the section dealing with PAN number, ensure that you submit Form 60 or 61, as the case may be, together with permissible documents as address proof.

Don'ts: a) Do not Bid if you are prohibited from doing so under the law of your local

jurisdiction; b) Do not Bid for lower than minimum Bid size; c) Do not Bid or revise the Bid to less than the lower end of the Price Band or higher

than the higher end of the Price Band; d) Do not Bid on another Bid cum Application Form after you have submitted a Bid to

the members of the Syndicate; e) Do not pay bid amount in cash, through stock invest, by money order or by

postal order. f) Do not provide your GIR number instead of PAN number; g) Do not Bid at cut off price (for QIB Bidders and Non-Institutional Bidders for whom

the Bid Amount exceeds Rs. 1,00,000/-); h) Do not fill up the Bid cum Application Form for an amount that exceeds the

investment limit or maximum number of Equity Shares that can be held by a Bidder under the applicable law.

i) Do not send Bid cum Application Form by post; instead submit the same to a

member of the Syndicate only. j) Do not submit the Bid without the QIB Margin Amount, in case of a Bid by a QIB. Instructions for completing the Bid-Cum-Application Form Bidders can obtain Bid-cum-Application Forms and / or Revision Forms from our corporate office, or from the Syndicate Members or from the BRLM. Bids and Revisions of Bids Bids and revisions of Bids must be: (a) Made only in the prescribed Bid-cum-Application Form or Revision Form, as

applicable (white colour for Resident Indians and blue colour for NRI or FII or foreign venture capital fund registered with SEBI applying on repatriation basis).

(b) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the

instructions contained herein, in the Bid-cum-Application Form or in the Revision Form. Incomplete Bid-cum-Application Forms or Revision Forms are liable to be rejected.

(c) The Bids from the Retail Individual Bidders must be for a minimum of [•] Equity

Shares and in multiples of [•] thereafter subject to a maximum of Rs. 1,00,000/-

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(d) For non-institutional and QIB Bidders, Bids must be for a minimum of such

number of Equity Shares that the Bid amount exceeds Rs. 1,00,000/- and in multiples of [•] Equity Shares thereafter. Bids cannot be made for more than the size of the Issue. Bidders are advised to ensure that a single bid from them should not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable laws or regulations.

(e) In single name or in joint names (not more than three and in the same order as

their Depository Participant details). (f) Thumb impressions and signatures other than in the languages specified in the

Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

Bidder's Bank Account Details Bidders should note that on the basis of name of the Bidders, Depository Participants Name, Depository Participants Identification Number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository, the Bidder’s bank account details. These bank account details would be printed on the Refund Orders/Refund Advices, if any, to be sent to the Bidders and for giving refund through any of the mode namely ECS or Direct Credit or RTGS or NEFT. Hence, Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in credit of refunds to Bidders at the Bidder’s sole risk and neither the BRLM nor Our Company shall have any responsibility and undertake any liability for the same. Bidder’s Depository Account Details IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN THE DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT'S NAME, DEPOSITORY PARTICIPANT'S IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID-CUM-APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID-CUM-APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM. Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository demographic details of the Bidders such as address, occupation, bank account details for printing on refund orders / refund advices or and for giving refund through any of the mode namely ECS or Direct Credit or RTGS or NEFT (hereinafter referred to as Demographic Details). Hence, Bidders should carefully fill in their Depository Account details in the Bid-cum-Application Form. These Demographic Details would be used for all correspondence with the Bidders including mailing of the refund orders/ refund advice / ECS credit for refunds/ Direct Credit of refund/CANs/Allocation Advice and printing of Bank particulars on the refund

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order / refund advice, and the Registrar would not use the Demographic Details given by Bidders in the Bid-cum-Application Form for these purposes. Hence, Bidders are advised to update their Demographic Details as provided to their Depository Participants. By signing the Bid-cum-Application Form, Bidder would have deemed to authorize the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic details as available on its records. Refund Advice / Refund Orders/ Allocation Advice/ CANs would be mailed at address of the first Bidder as per the Demographic Details received from the Depositories. Bidders may note that delivery of refund orders/ refund advice/ allocation advice/ CANs may get delayed if the same once sent to the address obtained from the depositories are returned undelivered. In such an event, the address and other details given by the Bidders in the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Bidders sole risk. In case no corresponding record is available with the Depositories that match three parameters, namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected. Investors should note that the refund cheques/allocation advice/refund advice would be overprinted with details of bank account as per the details received from the depository. Bids under Power of Attorney In case of bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, a certified copy of the Power of Attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum & Article of Association and/or Bye Laws must be lodged along with the Bid cum Application Form. Failing this, Our Company reserves the right to accept or reject any bid in whole or in part. In case of Bids made pursuant to a Power of Attorney by FIIs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of their SEBI registration certificate must be submitted with the Bid-cum-Application Form. Failing this, Our Company reserves the right to accept or reject any Bid in whole or in part. In case of Bids made by mutual fund registered with SEBI, Venture Capital Fund registered with SEBI and Foreign Venture Capital investor registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Bid cum Application Form. Failing this, Our Company reserves the right to accept or reject any Bid in whole or in part. Bids by Insurance Companies In case of Bids made by insurance companies registered with Insurance Regulatory and Development Authority, a certified copy of the certificate of registration issued by Insurance Regulatory and Development Authority must be submitted with the Bid-cum-Application Form. Failing this, Our Company reserves the right to accept or reject any Bid in whole or in part.

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Bids by Provident Funds In case of Bids made by provident fund with the minimum corpus of Rs. 2,500 lacs and pension fund with the minimum corpus of Rs. 2,500 lacs, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be lodged with the Bid-cum-Application Form. Failing this, Our Company reserves the right to accept or reject any Bid in whole or in part. We, in our absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid-cum-Application Form, subject to such terms and conditions as Our Company/BRLM may deem fit. Bids by NRIs, FIIs, Foreign Venture Capital Funds registered with SEBI on a repatriation basis NRI, FIIs and Foreign Venture Capital funds Bidders to comply with the following: • Individual NRI Bidders can obtain the Bid-cum-Application Forms from our

registered office or from members of the Syndicate or the Registrars to the Issue. � NRI Bidders may please note that only such Bids as are accompanied by payment in

free foreign exchange shall be considered for allotment. NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the Bid cum Application form meant for Resident Indians (white in colour).

Bids and Revision to Bids must be made: � On the Bid cum Application Form or Revision Form, as applicable and completed in

full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.

� In a single name or joint names (not more than three) � By NRIs: For a minimum of [•] Equity Shares and in multiples of [•] thereafter

subject to a maximum Bid amount of Rs. 1,00,000/- for the Bid to be considered as part of the Retail Portion. Bids for Bid Amount more than Rs. 1,00,000/- would be considered under Non Institutional Category for the purposes of allocation. For further details see ’Maximum and Minimum Bid Size’ on page [•].

� By FIIs: For a minimum of [•] Equity Shares and in multiples of [•] Equity Shares

thereafter so that the Bid Amount exceeds Rs. 1,00,000/-. For further details see section titled ’Maximum and Minimum Bid Size’ on page [•].

� In the names of individuals, or in the names of FIIs but not in the names of minors,

OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. � Refunds, dividends and other distributions, if any, will be payable in Indian Rupees

only and net of bank charges and/or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into U.S. Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post/speed post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid-cum-Application Form. We will not

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be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.

It is to be distinctly understood that there is no reservation for Non Residents, NRIs, FIIs and Foreign Venture Capital Funds and all Non Residents, NRI, FII and Foreign Venture Capital Funds applicants will be treated on the same basis with other categories for the purpose of allocation.

Payment Instructions We along with BRLM and Syndicate Member(s) shall open an Escrow Account of Our Company with the Escrow Collection Banks for the collection of the Bid Amounts payable upon submission of the Bid cum Application Form and for amounts payable pursuant to allocation in the Issue. Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid and/or on allocation as per the following terms: Payment into Escrow Account to the Issue 1. The applicable Margin Amount for Non Institutional Bidders and Retail Individual

Bidders is equal to 100% whereas for QIBs it is 10% and while submitting the Bid cum Application Form, shall be drawn as a payment instrument for the Bid Amount in favour of the Escrow Account and submitted to the members of the Syndicate.

2. In case the above Margin Amount paid by the Bidders during the Bidding Period is

less than the Issue Price multiplied by the Equity Shares allocated to the Bidder, the balance amount shall be paid by the Bidders into the Escrow Account of Our Company within the period specified in the Intimation Note/CAN which shall be subject to a minimum period of two days from the date of communication of the allocation list to the members of the Syndicate by the BRLM.

3. The payment instruments for payment into the Escrow Account of Our Company

should be drawn in favour of: i. In case of Resident Bidders

Escrow Account – Ind Synergy Public Issue

ii. In case of Non Resident Bidders Escrow Account – Ind Synergy Public Issue – NR

iii. In case of Resident QIB Bidders Escrow Account – Ind Synergy Public Issue – QIB – R

iv. In case of Non Resident QIB Bidders

Escrow Account – Ind Synergy Public Issue – QIB – NR

4. In case of Bids by NRIs applying on repatriation basis, the payments must be made

through Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) accounts, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of a Non-Resident Ordinary (NRO) Account of a Non-Resident bidder bidding on a repatriation basis. Payment by drafts should be

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accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR Account.

5. Payment will not be accepted out of a Non Resident Ordinary (NRO) Account of a

Non Resident bidder bidding on a repatriation basis. 6. In case of Bids by FIIs, the payment should be made out of funds held in a Special

Rupee Account along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting the Special Rupee Account.

7. Where a Bidder has been allocated a lesser number of Equity Shares than what the

Bidder has Bid for, the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares allocated, will be refunded to the Bidder from the Refund Account of Our Company.

8. The monies deposited in the Escrow Account of Our Company will be held for the

benefit of the Bidders till the Designated Date. 9. On the Designated Date, the Escrow Collection Banks shall transfer the funds from

the Escrow Account of Our Company as per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue and Refund Account with the Refund Bankers.

10. On the Designated Date and no later than 15 days from the Bid/Issue Closing Date,

the Refund Banker shall also refund all amounts payable to unsuccessful Bidders and also the excess amount paid on Bidding, if any, after adjusting for allocation to the Bidders.

Payments should be made by cheque, or demand drafts drawn on any Bank (including a Co-operative Bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Bid cum Application Form is submitted. Outstation cheque/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash / Stockinvest / Money Orders / Postal Orders will not be accepted. Payment by Stockinvest In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.00/2003-2004 dated 05th November , 2003, the option to use the stockinvest instrument in lieu of cheques or bank drafts for payment of Bid money has been withdrawn. Hence, payment through stockinvest will not be accepted. Submission of Bid-cum-Application Form All Bid-cum-Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. Each member of the Syndicate may at its sole discretion waive the requirement of payment at the time of submission of the Bid-cum-Application Form and Revision Form. However, for QIB Bidders, the members of the Syndicate member shall collect the Margin Amount. No separate receipts shall be issued for the money payable on the submission of Bid-cum-Application Form or Revision Form. However, the collection centre of the members

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of the Syndicate will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid-cum-Application Form for the records of the Bidder.

Other Instructions Joint Bids in the case of Individuals Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in favour of the Bidder whose name appears first in the Bid-cum-Application Form or Revision Form (“First Bidder”). All communications will be addressed to the First Bidder and will be dispatched to his or her address. Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications are given below: i. All applications with the same name and age will be accumulated and taken to a

separate process file which would serve as a multiple master. ii. In this master, a check will be carried out for the same PAN. In cases where the

PAN is different, the same will be deleted from this master. iii. The Registrar will obtain, from the depositories, details of the applicant’s

address based on the DP ID and Beneficiary Account Number provided in the Bid-cum-Application Form and create an address master.

iv. The addresses of all the applications in the multiple master will be strung from

the address master. This involves putting the addresses in a single line after deleting non-alpha and non-numeric characters i.e. commas, full stops, hash etc. Sometimes, the name, the first line of address and pin code will be converted into a string for each application received and a photo match will be carried out amongst all the applications processed. A print-out of the addresses will be taken to check for common names. The applications with same name and same address will be treated as multiple applications.

v. The applications will be scrutinised for DP ID and Beneficiary Account Numbers.

In case applications bear the same DP ID and Beneficiary Account Numbers, these will be treated as multiple applications.

vi. Subsequent to the aforesaid procedures, a print out of the multiple master will

be taken and the applications physically verified to tally signatures as also father’s/ husband’s names. On completion of this, the applications will be identified as multiple applications.

In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. The applications

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made by the asset management companies or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made. We reserve the right to reject, in their absolute discretion, all or any multiple Bids in any or all categories. Permanent Account Number (PAN) Where Bid(s) is/are for Rs. 50,000 or more, the Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her Permanent Account Number (PAN) allotted under the I.T. Act. The copy of the PAN card or PAN allotment letter is required to be submitted with the application form. Applications without this information and documents will be considered incomplete and are liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground. In case the Sole/First Bidder and Joint Bidder(s) is/are not required to obtain PAN, each of the Bidder(s) shall mention “Not Applicable” and in the event that the sole Bidder and/or the joint Bidder(s) have applied for PAN which has not yet been allotted each of the Bidder(s) should mention “Applied for” in the Bid cum Application Form. Further, where the Bidder(s) has mentioned “Applied for” or “Not Applicable”, the Sole/First Bidder and each of the Joint Bidder(s), as the case may be, would be required to submit Form 60 (Form of declaration to be filed by a person of declaration to be filed by a person who does not have a permanent account number and who enters into any transaction specified in rule 114B), or, Form 61 (form of declaration to be filed by a person who has agricultural income and is not in receipt of any other income chargeable to income tax in respect of transactions specified in rule 114B), as may be applicable, duly filled along with a copy of any one of the following documents in support of the address: (a) Ration Card (b) Passport (c) Driving License (d) Identity Card issued by any institution (e) Copy of the electricity bill or telephone bill showing residential address (f) Any document or communication issued by any authority of the Central Government, State Government or local bodies showing residential address (g)Any other documentary evidence in support of address given in the declaration. It may be noted that Form 60 and Form 61 have been amended vide a notification issued on 01st December 2004 by the Ministry of Finance, Department of Revenue, Central Board of Direct Taxes. All Bidders are requested to furnish, where applicable, the revised Form 60 or 61 as the case may be. Unique Identification Number – MAPIN With effect from 01st July 2005, SEBI has decided to suspend all fresh registrations for obtaining Unique Identification Number (MAPIN) and the requirement to quote MAPIN under MAPIN Regulations/Circulars vide its circular MAPIN/Circular-13/2005. However, in a recent press release dated 30th December 2005, SEBI has approved certain policy decisions and has now decided to resume registrations for obtaining UINs in a phased manner. The press release states that the cut off limit for obtaining UIN has been raised from the existing limit of trade order value of Rs. 1,00,000/- to Rs. 5,00,000/- or more. The limit will be reduced progressively. For trade order value of less than Rs. 5,00,000/- an option will be available to investors to obtain either the PAN or UIN. These changes are, however, not effective as of the date of the Red Herring Prospectus as SEBI has stated in the press release that the changes will be implemented only after necessary amendments are made to the SEBI MAPIN regulations.

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Right to Reject Bids Our Company, in consultation with the BRLM, reserves the right to reject any Bid procured from QIBs, by any or all members of the Syndicate for reasons to be recorded in writing provided that such rejection shall be made at the time of acceptance of the Bid and the reasons therefor shall be disclosed to the Bidders. In case of Non-Institutional Bidders and Retail Individual Bidders Our Company, we would have a right to reject the Bids only on technical grounds. Consequent refunds shall be made by Cheque/Pay Order/Demand Draft/ECS/Direct Credit/RTGS/NEFT, as the case may be, and will be sent to the bidder’s address at the bidder’s risk. Grounds for Technical Rejections Bidders are advised to note that Bids are liable to be rejected on technical grounds, including the following:- 1. Amount paid doesn’t tally with the amount payable for the highest value of Equity

Shares bid for; 2. Age of First Bidder not given; 3. In case of partnership firms Equity Shares may be registered in the names of the

individual partners and no firm as such shall be entitled to apply; 4. Bids by persons not competent to contract under the Indian Contract Act, 1872,

including minors, insane persons 5. PAN photocopy/PAN communication/ Form 60 or Form 61 declaration along with

documentary evidence in support of address given in the declaration, not given if Bid is for Rs. 50,000 or more;

6. GIR Number given instead of PAN Number; 7. Bids for lower number of Equity Shares than specified for that category of investors; 8. Bids at a price less than the lower end of the Price Band; 9. Bids at a price more than the higher end of the Price Band; 10. Bids at cut-off price by Non-Institutional and QIB Bidders; 11. Bids for number of Equity Shares, which are not in multiples of [•]; 12. Category not ticked; 13. Multiple bids as defined in this Draft Red Herring Prospectus; 14. In case of Bid under power of attorney or by limited companies, corporate, trust etc.,

relevant documents are not submitted; 15. Bids accompanied by Stockinvest/money order/ postal order/ cash; 16. Bids not duly signed by the sole /joint Bidders; 17. Bid-cum-Application Form does not have the stamp of the BRLM/Syndicate

Member; 18. Bid-cum-Application Form does not have Bidder’s depository account details; 19. Bid-cum-Application Forms are not submitted by the Bidders within the time

prescribed as per the Bid-cum-Application Form, Bid/Issue Opening Date advertisement and this Draft Red Herring Prospectus and as per the instructions in this Draft Red Herring Prospectus and the Bid-cum-Application Form; or

20. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

21. In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Bidders (including the order of names of joint holders), the depository participant’s identity (DP ID) and the beneficiary’s identity;

22. Bids by OCBs;

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23. Bids by US persons other than “qualified institutional buyers” as defined in Rule 144A of the Securities Act;

24. Bids by NRIs not disclosing their residential status; 25. Any other reason which the BRLM or Our Company deem necessary. Equity Shares in Dematerialized Form with NSDL or CDSL As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be allotted only in a dematerialized form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode).

In this context, two tripartite agreements have been signed among Our Company, the Depositories and the Registrar: i. An Agreement dated [•] among NSDL, Our Company and Bigshare Services

Private Limited; ii. An Agreement dated [•] among CDSL, Our Company and Bigshare Services

Private Limited All bidders can seek allotment only in dematerialized mode. Bids from any investor without relevant details of his or her depository account are liable to be rejected. All Bids from any Bidder without the following details of his or her depository account are liable to be rejected: 1. A Bidder applying for Equity Shares must have at least one beneficiary account with

either of the Depository Participants of NSDL or CDSL prior to making the Bid.

2. The Bidder must necessarily fill in the details (including the beneficiary account number and Depository Participant’s Identification number) appearing in the Bid cum Application Form or Revision Form.

3. Equity Shares allotted to a Bidder will be credited in electronic form directly to the

beneficiary account (with the Depository Participant) of the Bidder.

4. Names in the Bid-cum-Application Form or Revision Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the depository account of the Bidder(s).

5. Non-transferable allocation advice or refund orders will be directly sent to the Bidder by the Registrar to the Issue.

6. If incomplete or incorrect details are given under the heading ‘Bidders Depository Account Details’ in the Bid-cum-Application Form or Revision Form, it is liable to be rejected.

7. The Bidder is responsible for the correctness of his or her demographic details given in the Bid-cum-Application Form vis-à-vis those with his/her Depository Participant.

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8. Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL or CDSL. BSE and NSE, where Equity Shares are proposed to be listed are connected to NSDL and CDSL.

9. The trading of our Equity Shares would only be in dematerialized form for all investors in the demat segment of BSE and NSE.

10. Investors are advised to instruct their Depository Participants to accept the Equity Shares that may be allocated to them, pursuant to the issue.

Communications All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid-cum-Application Form number, Bidders Depository account details, number of Equity Shares applied for, date of Bid-cum-Application Form, name and address of the member of the Syndicate where the Bid was submitted and cheque or draft number and issuing bank thereof. Our Company has appointed Mr. Vijay Modi as the Compliance Officer for the purpose of this IPO. The Compliance Officer can be contacted at Ind Synergy Limited, 301, Landmark Building, Juhu Tara Road, Santacruz (W),Mumbai – 400 049, Tel: +91-22- 26613245-47, Fax: +91-22-26613221,Website: www.indsynergy.com E-mail: ipo@indsynergy.com The Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary account, refund orders, etc. Disposal of Applications and Application Money We shall ensure dispatch of allotment advice and/or refund orders/refund advice (in case refunds made through ECS/ Direct Credit, RTGS, NEFT) as the case may be giving credit to the Beneficiary Account of the bidders with their respective Depository Participant and submission of the allotment and listing documents to the Stock Exchanges within two working days of finalization of the basis of allotment of Equity Shares. The payment of refund, if any, would be done through various modes as given hereunder: 1. ECS – Payment of refund would be done through ECS for applicants having an

account at any of the following fifteen centres: Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna and Thiruvananthapuram. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the abovementioned fifteen centres, except where the applicant, being eligible, opts to receive refund through NEFT, direct credit or RTGS.

2. Direct Credit – Applicants having bank accounts with the Refund Banker(s), as

mentioned in the Bid cum Application Form, shall be eligible to receive refunds

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through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by Our Company.

3. RTGS – Applicants having a bank account at any of the abovementioned fifteen

centres and whose refund amount exceeds Rs. 1 million, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Bid-cum-application Form. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by Our Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant.

4. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken

through NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency.

5. For all other applicants, including those who have not updated their bank

particulars with the MICR code, the refund orders will be despatched under certificate of posting for value up to Rs. 1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

We shall use our best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges, where the Equity Shares are proposed to be listed are taken within seven working days of finalization of the basis of allotment. In accordance with the Companies Act, the requirements of the stock exchanges and SEBI Guidelines, Our Company, further undertakes that:

• Allotment of Equity Shares shall be made only in dematerialized form within 15 days of the Bid/Issue Closing Date;

• Our Company shall, within 15 days of the Bid/Issue Closing Date, ensure giving

instruction in respect of refunds to the clearing system or dispatch the refund orders as the case may be; and

• Our Company shall pay interest at 15% per annum (for any delay beyond the 15

day time period as mentioned above), if allotment/transfer is not made, refund orders are not dispatched or refund instructions have not been given to the clearing system in the manner disclosed above and/or demat credits are not made to bidders within the 15 day time prescribed above.

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Our Company will provide adequate funds required to the Registrar to the Issue for refunds to unsuccessful applicants or allotment advice. Refunds if, not made by ECS, Direct Credit, RTGS, NEFT will be made through cheques, pay orders or demand drafts drawn on a bank appointed by us as a refund banker and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders. Where refunds are made through electronic transfer of funds, a suitable communication will be sent to the bidders within 15 days of closure of the issue, giving details of the Bank where refund will be credited along with amount and expected date of electronic credit of refund. The bank account details for ECS, Direct Credit, RTGS, National Electronic Funds Transfer (NEFT) credit will be directly taken from the depositories’ database and hence bidders are required to ensure that bank details including the nine digit MICR code (Magnetic Ink Character Recognition) maintained at the depository level are updated and correct. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68(A) of the Companies Act, which is reproduced below:

"Any person who:

a. makes in a fictitious name, an application to a Company for acquiring or subscribing for, any shares therein, or

b. otherwise induces a Company to allot, or register any transfer of shares

therein to him, or any other person in a fictitious name; shall be punishable with imprisonment for a term which may extend to five years."

Interest on Refund of Excess Bid Amount We shall pay interest at the rate of 15% per annum on the excess Bid Amount received by us if refund orders are not dispatched within 15 days from the Bid/Issue Closing Date as per the Guidelines issued by the Government of India, Ministry of Finance pursuant to their letter No. F/8/S/79 dated 31st July 1983, as amended by their letter No. F/14/SE/85 dated 27th September 1985, addressed to the stock exchanges, and as further modified by SEBI’s Clarification XXI dated 27th October 1997, with respect to the SEBI Guidelines. BASIS OF ALLOTMENT

I) For Retail Individual Bidders

� Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to determine the total demand under this portion. The allocation to all the successful Retail individual Bidders will be made at the Issue Price.

� The Net Issue size less allocation to Non-Institutional Bidders and QIBs shall be

available for allocation to Retail Individual Bidders who have bid in the Issue at a price, which is equal to or greater than the Issue Price.

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� If the aggregate demand in this category is less than or equal to 70,00,000

Equity Shares at or above the Issue Price, full allocation shall be made to the Retail Individual Bidders to the extent of their demand.

� If the aggregate demand in this category is greater than 70,00,000 Equity

Shares at or above the Issue Price, the allocation shall be made on a proportionate basis up to a minimum of [•] Equity Shares (being the minimum bid quantity) or in multiples of one Equity Share. For the method of proportionate basis of allocation, refer below.

II) For Non Institutional Bidders

� Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the total demand under this portion. The allocation to all successful Non-Institutional Bidders will be made at the Issue Price.

� The Net Issue size less allocation to QIBs and Retail Portion shall be available

for allocation to Non-Institutional Bidders who have bid in the Issue at a price, which is equal to or greater than the Issue Price.

� If the aggregate demand in this category is less than or equal to 30,00,000

Equity Shares at or above the Issue Price, full allocation shall be made to Non-Institutional Bidders to the extent of their demand.

� In case the aggregate demand in this category is greater than 30,00,000 Equity

Shares at or above the Issue Price, allocation shall be made on a proportionate basis up to a minimum of [•] Equity Shares (being the minimum bid quantity) or in multiples of one Equity Share. For the method of proportionate basis of allotment refer below.

III) For QIB Bidders

� Bids received from the QIB bidders at or above the Issue Price shall be grouped together to determine the total demand under this portion. The allocation to all the QIB Bidders will be made at the issue price.

� The QIB portion shall be available for allocation to QIB bidders who have bid in

the Issue at a price that is equal to or greater than the Issue Price. � Allotment shall be undertaken in the following manner:

(a) In the first instance allocation to Mutual Funds for 5% of the QIB Portion

shall be determined as follows: i. In the event that Mutual Fund Bids exceed 5% of the QIB portion,

allocation to Mutual Funds shall be done on a proportionate basis for 5% of the QIB portion.

ii. In the event that the aggregate demand for Mutual Funds is less than 5% of the QIB portion then all Mutual Funds shall get full allotment to the extent of valid bids received above the Issue Price.

iii. Equity shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available to all QIB Bidders as set out in (b) below;

(b) In the second instance allocation to all QIB’s shall be determined as follows:

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i. In the event that the oversubscription in the QIB portion, all QIB bidders who have submitted bids above the Issue Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB portion.

ii. Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Share on a proportionate basis along with other QIB Bidders.

iii. Under-subscription below 5% of the QIB portion, if any, from Mutual Funds, would be included for allocation to the remaining QIB bidders on a proportionate basis.

(c) The aggregate allocation to QIB Bidders shall be up to 1,00,00,000 Equity

Shares. Procedure and Time Schedule for Allotment and Issue of Certificates

The Issue will be conducted through a “100% book building process” pursuant to which the Underwriters will accept bids for the Equity Shares during the Bidding Period. The Bidding Period will commence on [●] and expire on [●]. Following the expiration of the Bidding Period, Our Company, in consultation with the BRLM, will determine the issue price, and, in consultation with the BRLM, the basis of allocation and entitlement to allotment based on the bids received and subject to the confirmation by the Stock Exchanges. Successful bidders will be provided with a confirmation of their allocation and will be required to pay any unpaid amount for the Equity Shares within a prescribed time. The Prospectus will be filed with Registrar of Companies, Madhya Pradesh and Chhattisgarh and SEBI, Mumbai. SEBI Guidelines require Our Company to complete the allotment to successful bidders within 15 days from the Bid/Issue Closing Date. The Equity Shares will then be credited and allotted to the investors’ demat accounts maintained with the relevant depository participant. Upon approval by the Stock Exchanges, the Equity Shares will be listed and traded on BSE and NSE. Method of Proportionate Allotment In the event of the Issue being over-subscribed, we shall finalize the basis of allotment to Retail Individual Bidders and Non-Institutional Bidders and QIBs in consultation with the Designated Stock Exchange. The Executive Director/Managing Director of the Bombay Stock Exchange Limited (Designated Stock Exchange) along with the post Issue Lead Merchant Banker and the Registrars to the Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner. The allotment shall be made in marketable lots, on a proportional basis as explained below:

a. Bidders will be categorized according to the number of Equity Shares applied for,

b. The total number of Equity Shares to be allotted to each category as a whole

shall be arrived at on a proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio.

c. Number of Equity Shares to be Allotted to the successful Bidders will be arrived

at on a proportionate basis, which is total number of Equity Shares applied for

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by each Bidder in that category multiplied by the inverse of the over-subscription ratio, in that category subject to a minimum allotment of [•] Equity Shares. The allotment lot shall be the same as the minimum application lot irrespective of any revisions to the price band.

d. In all Bids where the proportionate allotment is less than [•] Equity Shares per

Bidder, the Allotment shall be made as follows:

• Each successful Bidder shall be allotted a minimum of [•] Equity Shares; and

• The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner such that the total number of Equity Shares allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above.

e. If the proportionate Allotment to a Bidder is a number that is more than [•] but

is not a multiple of one (which is the marketable lot), the decimal would be rounded off to the higher whole number if that decimal is 0.5 or higher. If the decimal is less than 0.5, it would be rounded off to the lower whole number. All Bidders in such categories would be allotted Equity Shares arrived at after such rounding off.

f. If the Equity Shares allocated on a proportionate basis to any category are more

than the Equity Shares allotted to the Bidders in that category, the remaining Equity Shares available for allotment shall be first adjusted against any other category, where the allotted Equity Shares are not sufficient for proportionate allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidders applying for minimum number of Equity Shares.

Letters of Allotment or Refund Orders We shall give credit to the beneficiary account with Depositary Participants and submit the documents pertaining to the allotment to the Stock Exchanges within two working days of finalization of the basis of allotment of Equity Shares. Applicants residing at 15 centers where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through Direct Credit or RTGS or NEFT, or ECS as applicable (subject to availability of all information for crediting through electronic mode). In case of other applicants, the Bank shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500/- by ‘Under Certificate of Posting’, and shall dispatch refund orders above Rs. 1,500/-, if any, by registered post or speed post, except for Bidders who have opted to receive refunds through the electronic facility. Applicants to whom refunds are made through Electronic transfer of funds will be send a letter through ordinary post intimating them about the mode of credit of refund within 15 working days of closure of Issue. We shall ensure dispatch of refund orders, if any, by ’Under Certificate of Posting’ or registered post or speed post or Electronic Clearing Service or Direct Credit or RTGS or NEFT, as applicable, only at the sole or First Bidder’s sole risk within 15 days of the Bid Closing Date/Issue Closing Date, and adequate funds for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the Issue by the issuer. In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI DIP Guidelines, we undertake that:

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• Allotment of Equity Shares will be made only in dematerialized form within 15

days from the Bid/Issue Closing Date;

• Dispatch of refund orders will be done within 15 days from the Bid/Issue Closing Date;

• We shall pay interest at 15% per annum (for any delay beyond the 15 day time

period as mentioned above), if allotment is not made, refund orders are not despatched and/or demat credits are not made to investors within the 15 day time prescribed above as per the guidelines issued by the Government of India, Ministry of Finance pursuant to their letter No.F/8/S/79 dated July 31, 1983, as amended by their letter No.F/14/SE/85 dated September 27, 1985, addressed to the Stock Exchanges and as further modified by SEBI‘s clarification XXI dated October 27, 1997, with respect to the SEBI DIP Guidelines.

We will provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by us, as a Refund Bank and payable at par at places where Bids are received, except for Bidders who have opted to receive refunds through the Direct Credit/RTGS/NEFT/ECS facility. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

Dispatch of Refund Orders Please refer to the heading ‘Disposal of Applications and Application Money’ on page [●]. Interest in case of delay in Dispatch of Allotment Letters/Refund Orders or delay in Refund instructions Our Company agrees that allotment of securities offered to the public shall be made not later than 15 days of the closure of public issue. Our Company further agrees that it shall pay interest @15% per annum if the allotment letters/ refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within 15 days from the Bid/Issue closing date. Bid/Issue Program Bid/Issue opens on: __________________

Bid/Issue closes on: __________________

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form except that on the Bid/Issue Closing Date, the Bids shall be accepted only between 10 a.m. and 1 p.m. (Indian Standard Time) or such time as may extended by us in consultation with BRLM and uploaded till such time as permitted by the BSE and the NSE on the Bid/Issue Closing Date.

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Investors please note that as per letter no. List/smd/sm/2006 dated 3rd July 2006 and letter no. NSE/IPO/25101-6 dated 06th July 2006 issued by BSE and NSE respectively, bids and any revision in Bids shall not be accepted on Saturdays and holidays as declared by the Exchanges. We reserve the right to revise the Price Band during the Bidding Period in accordance with SEBI Guidelines. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price and can move up or down to the extent of 20% of the floor of the price band. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional days after revision of Price Band subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a public notice in two national newspapers one in English and other in Hindi, being the regional newspaper and also by indicating the change on the web sites and at the terminals of the members of the Syndicate.

Undertaking by Our Company We undertake as follows:

a. That the complaints received in respect of the Issue shall be attended to by Our Company expeditiously and satisfactorily;

b. That all steps for completion of the necessary formalities for listing and

commencement of trading at all stock exchanges where the Equity Shares are to be listed are taken within 7 working days of finalization of the basis of allotment;

c. That funds required for making refunds to unsuccessful applicants as per the

mode(s) disclosed shall be made available to the Registrar to the issue by Our Company.

d. that where refunds are made through electronic transfer of funds, a suitable

communication shall be sent to the applicant within 15 days of closure of the issue, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.)

e. that refund orders to the non-resident Indians shall be dispatched within

specified time. Utilization of Issue Proceeds The Board of Directors of Our Company certifies that:

a. All monies received out of this 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 of the Act;

b. Details of all monies utilized out of the issue referred to in sub-item (a) shall be

disclosed under an appropriate separate head in the Balance Sheet of Our Company indicating the purpose for which such monies had been utilized;

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c. Details of all unutilized monies out of the issue of shares, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in the Balance Sheet of Our Company indicating the form in which such unutilized monies have been invested;

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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the industrial policy of Government of India, or the Industrial Policy and FEMA. While the Industrial Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The government bodies responsible for granting foreign investment approvals are the Foreign Investment Promotion Board of Government of India (FIPB) and the RBI. As per current foreign investment policies, FDI in the Steel sector is allowed up to 100% under the automatic route. RBI, vide its circular A.P.(DIR Series) Circular No. 53 dated 17th December 2003, permitted FIIs to subscribe to shares of an Indian Company in the public issue without prior approval of RBI, so long as the price of equity shares to be issued is not less than the price at which the equity shares are issued to residents. Investment by Non-Resident Indians A variety of special facilities for making investments in India in shares of Indian Companies is available to individuals of Indian nationality or origin residing outside India (“NRIs”). These facilities permit NRIs to make portfolio investments in shares and other securities of Indian companies on a basis not generally available to other foreign investors. Under the portfolio investment scheme, NRIs are permitted to purchase and sell equity shares of Our Company through a registered broker on the stock exchanges. NRIs collectively should not own more than 10% of the post-issue paid up capital of Our Company. No single NRI may own more than 5% of the post- issue paid up capital of Our Company. NRI investment in foreign exchange is now fully repatriable whereas investments made in Indian Rupees through rupee accounts remains non repatriable. Investment by Foreign Institutional Investors Foreign Institutional Investors (“FIIs”) including institutions such as pension funds, investment trusts, asset management companies, nominee companies and incorporated, institutional portfolio managers can invest in all the securities traded on the primary and secondary markets in India. FIIs are required to obtain an initial registration from the SEBI and a general permission from the RBI to engage in transactions regulated under FEMA. FIIs must also comply with the provisions of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time. The initial registration and the RBI’s general permission together enable the registered FII to buy (subject to the ownership restrictions discussed below) and sell freely securities issued by Indian companies, to realise capital gains or investments made through the initial amount invested in India, to subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments held and to repatriate the capital, capital gains, dividends, income received by way of interest and any compensation received towards sale or renunciation of rights issues of shares. Ownership restrictions of FIIs Under the portfolio investment scheme, the overall issue of equity shares to FIIs on a repatriation basis should not exceed 24% of post-issue paid-up capital of Our

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Company. However, the limit of 24% can be raised up to the permitted sectoral cap for that Company after approval of the board of directors and shareholders of Our Company. The issue of equity shares to a single FII should not exceed 10% of the post-issue paid-up capital of Our Company. In respect of an FII investing in equity shares of a Company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of that Company. Registration of Equity Shares under US Laws

The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S of the U.S. Securities Act, 1933), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold only (i) in the United States to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales occur. The above information is given for the benefit of the Bidders and neither Our Company nor the BRLM are liable for any changes in the regulations after the date of this Draft Red Herring Prospectus.

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SECTION X - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

CAPITAL

Article 3 provides that: The Authorised Share Capital of the Company is Rs. 55,00,00,000 (Rupees Fifty five Crores) divided into 5,50,00,000 (Five Crores Fifty Lacs) Equity shares of Rs. 10 (Rupees Ten) each and the Company shall have Power to increase, Consolidate, sub divide, reduce or otherwise alter its Share Capital subject to the provisions of the Act.

SHARES AND CERTIFICATES

Article 4 provides that: Shares to be numbered progressively and no share to be “sub-divided.” The Shares in the Capital shall be numbered progressively according to their several denominations and except in the manner hereinbefore mentioned, no share shall be sub-divided. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished. Article 5 provides that: Restriction on allotment The Board shall observe the restriction as to allotment of shares to the public contained in Section 69 and 70 of the Act, and shall cause to be made the return as to allotment provided for in Section 75 of the Act. Article 6 provides that: Further issue of Capital (1) Where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation (whichever is earlier) the Board decides to increase the capital of the Company by the issue of new shares, then subject to any directions to the contrary which may be given by the company in General Meeting and subject only to those directions, such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the Company, in proportion as nearly as circumstances admit to the capital paid upon those shares at that date and such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of offer within which the offer if not accepted, will be deemed to have been declined After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given, if he declines to accept the shares offered, the Board may dispose of them in such manner as it thinks most beneficial to the Company. (2) Notwithstanding anything contained in clause (1) Thereof the further shares therein referred to may be offered to any persons whether or not those persons include the persons referred to in clause (1) in any manner whatever either:

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(a) If a special resolution to that effect is passed by the Company in general meeting, or (b) Where no such special resolution is passed, if the votes cast (whether on show of hands or on poll as the case may be) in favour of the proposal contained in the resolution moved in that general meeting (including the casting vote, if any, of the chairman) by members who, being entitled so to do, vote in person or, where proxies are allowed, by proxies exceed the votes, if any, cast against the proposal by members so entitled and voting and t Central Government is satisfied, on an application made by the Board in this behalf that the proposal is most beneficial to the Company. (3) Nothing in clause (1) and (2) of this Articles shall apply to the increase of the subscribed capital caused by exercise of option attached to debentures issued or loans raised by the Company to convert such debentures or loans by the Company or to subscribe for shares in the Company in the cases permitted by sub clause (b) of subsection (3) of section 81 of the Act. Article 7 provides that: Shares under control of Directors Subject to the provisions of these Articles and of the Act, the shares shall be tender the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Directors think fit and (subject to the provisions of Sections 78 and 79 of the Act) either at a premium or at par or at a discount. Provided that option or right to call on shares shall not be given to any person or persons without the sanction of the Company in General Meeting. Article 8 provides that: Power also to Company in General Meeting to issue shares In addition to and without derogating from the powers for that purpose conferred on the Board under Articles 6 and 7, the Company in General Meeting may determine that any shares whether forming part of the original capital or of any increased capital of the Company, shall be offered to such persons (whether members or not) in such proportion and on such terms and conditions and either (subject to compliance with the provisions of Section 78 and 79 of the Act) at a premium or at par or at a discount, as such General Meeting shall determine and with full power to give any person (whether a member or not) the option to call for or at allotted shares of any class of the Company either (subject to compliance with the provisions of Section 78 and 79 of the Act) at a premium or at par or at a discount such option being exercisable at such time and for such consideration as may be directed by such General Meeting may make any other provision whatsoever for the issue, allotment removal of difficulty in allotment of shares or disposal of any shares. Article 9 provides that: Acceptance of shares Any application signed by or on behalf of any applicant for shares in the Company followed by an allotment of any share therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is on the Register shall for the purpose of this Articles be a member. Article 10 provides that: (1) The money (if any) which the Board shall, on the allotment of any shares being made by them, require or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them, shall immediately on insertion of the name of the allottee in the Register of Members as the name of the holder of such shares become a debt due

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to and recoverable by the Company from the allottee thereof and shall be paid by him accordingly. (2) Every member, or his heirs, executors or administrators shall pay to the Company the portion of the Capital represented by his share or shares which may for the time being, remain unpaid thereon, in such amounts, at such time or times, and in such manner, as the Board shall, from time to time, in accordance with the Company’s regulations, require or fix for the payment thereof. Article 11 provides that: Liability of members Except as required by law or ordered by a court of competent jurisdiction, no person shall be recognized by the Company as holding any shares, upon any trust and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any benami, equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share (except only by these persons or by law otherwise provided) or any other right to the entirety thereof in the registered holder. Article 12 provides that: None of the funds of the Company shall be applied in the purchase of any shares of the Company and it shall not give any financial assistance for or in connection with the purchase or subscription of any share, in the Company or in its holding company save as provided by Section 77 of the Act. Article 13 provides that: Certificates The Certificates of title to shares and duplicate thereof when necessary shall be issued under the Seal of the Company in accordance with the provisions of the Act and the Rules framed there under. Article 14 provides that: Every member shall be entitled to one certificate for all the shares registered in his name, or if the Directors so approve to several certificates, each for one or more of such share, but in respect of each additional certificate, there shall be paid to the Company a fee of Rs. 2/- or such less sum as the Directors may determine. Every certificate of shares shall specify the number and denote the numbers of the shares in respect of which it is issued and the amount paid up thereon. The Directors may in any case or generally waive the charging of such fees. Article 15 provides that: If any certificate be worn out or defaced, then, upon production thereof to the Directors they may order the same to be cancelled and may issue a new certificate in lieu thereof and if any certificate be lost or destroyed then, upon proof thereof to satisfaction of the Directors and on such indemnity as the Directors deem adequate being given to the registered holder of the shares to which such lost or destroyed certificate shall relate. Article 16 provides that: For every certificate issued under the last preceding Article there shall be paid to the Company the sum of Rs. 2/- or such smaller sum as the Director may determine, The Directors may in any case or generally waive the charging of such fee. Article 17 provides that: Subject to the provisions of Section 76 of the Act, the Company may at any time pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares or debentures in the Company, but

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so that the commission shall not exceed in the case of shares, five percent of the price at which the shares are issued, and in the case of debentures two and a half percent of the price at which the debentures are issued, Such commission may be satisfied by payment of cash or by allotment of fully or partly paid shares or debentures or partly in one way and partly in the other. The Company may also pay on any issue of shares or debentures such brokerage as may be lawful and reasonable. Article 18 provides that: Refusal to subdivide / consolidate The Board may refuse applications for subdivision or consolidation of equity share certificate except when such subdivision or consolidation is required to be made to comply with the statutory order or an order of a competent court of law.

CALLS Article 19 provides that: The Directors may, from time to time, subject to the terms on which any shares may have been issued, make such calls as they think fit, upon the members in respect of all money unpaid on the shares held by them respectively and not by the conditions of allotments thereof made payable at fixed times and each member shall pay the amount of every call so made on him to the person and at the time and place appointed by the Directors. A call may be made payable by installments. Article 20 provides that: A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed. Not less than fourteen days notice of any call shall be given specifying the time and place of payment and to whom call shall be paid. Article 21 provides that: Extension of time for payment of calls The Boards may, from time to time, at its discretion, extend the time fixed for the payment of any call and may extend such time as to all or any of the members who, for residence at distance or due to other cause, the Board may deem fairly entitled to such extension, but no member shall be entitled to such extension save as a matter of grace and favour. Article 22 provides that: If any member fails to pay any call due from him on the day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the lime of actual payment at such rate as shall from time to time be fixed by the Board but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member and the Board shall be at liberty to waive payment of such interest, either wholly or in part. Article 23 provides that: If by the terms of issue of any shares or otherwise any amount is made payable on allotment or at any fixed date or installment at fixed times, whether on account of the amount of the share or by way of premium, every such amount or installment shall be payable as if it were a call duly made by the Directors and on which due notice had been given and all provisions herein contained in respect of calls shall relate to such amount or installment accordingly.

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Article 24 provides that: On the trial or hearing of any action or suit brought by the Company against any shareholder or his representatives to recover any debt or money claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the defendant is or was when the claim arose on the Register of shareholders of the Company as a holder or one of the holders of the number of shares in respect of which such claim is made and that the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove the appointment of the Directors who made any call, not that the meeting at which any call was made duly convened or constituted nor any other matter whatsoever but the proof of matters aforesaid shall be conclusive evidence of the debt. Article 25 provides that: Payment of calls in advance The Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the money due upon the shares held by him beyond the sums actually called for and upon the money so paid in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as the members paying such sum in advance and the Directors agree upon. Moneys so paid in excess of the amount of calls shall not rank for dividends or participate in profits. The Directors may at any time repay the amount so advanced upon giving to such member three months’ notice in writing.

JOINT HOLDERS. Article 26 provides that: Where two or more persons are registered as holders of any shares, they shall be deemed to hold the same as joint - tenants with benefits of survivorship subject to the following and other provisions contained in these Articles. (a) Shares may be registered in the name of any person company or other body corporate but not more than four persons shall be registered jointly as members in respect of any shares. (b) The certificates of shares registered in the names of two or more persons be delivered to the person first named on the Register. (c) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. (d) If any share stands in the names of two or more persons, the person first named on the register shall, as regards receipt of share certificate, dividends or bonus or service of notices and all or any other matter connected with the company, except voting at meetings and the transfer of the shares, be deemed the sole holder thereof but the joint holders of a share shall be severally as well as jointly liable for the payment of all installments and calls due in respect of such share and for all installments thereof according to the Company’s regulations. (e) In the case of the death of any one or more of the persons named in the Register of Members as the joint holders of any share, the survivors shall be the only persons recognized by the Company as having any title to or interest in such share, but nothing herein contained shall be taken to release the estate of deceased joint holder from any liability on shares held by him jointly with any other person. (f) If there be joint registered holders of any shares, any one of such persons may vote at any meeting either personally or by proxy in respect of such share, as if he were solely entitled there to, provided that if more than one of such joint holders be present at any meeting either personally or by proxy, then one of the said persons so present, whose name stands higher on the Register of Members shall alone be entitled to vote in respect of such share, but the other or others of the joint holders shall be entitled to be present

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at the meeting. Several executors or administrators of a deceased member in whose name shares stand shall, for the purpose of these Articles, be deemed joint holders thereof. (g) A document or notice may be served or given by the Company on or to the joint holders of a share by serving or giving the document or notice on or to the joint holder named first in the Register of Member in respect of such share.

FORFEITURE AND LIEN.

Article 27 provides that: Notice for non payment of call or installment. If any member fails to pay any call or installment on or before the day appointed for the payment of the same, the Directors may, at any time thereafter during such time as the ca or installment remains unpaid serve a notice on such member requiring him to pay the same. together with any interest that may have accrued and all expenses that may be incurred by the Company by reason of such non payment. Article 28 provides that: The notice shall name a day (not being less than fourteen days from the date of notice) and a place or places at which such call or installment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment on or before the time and at the place appointed, the shares in respect of which such call was made or installment is payable will be liable to be forfeited. Article 29 provides that: If the requisition of any such notice as aforesaid be not complied with, any shares, in respect of which such notice has been given may, at any time thereafter before payment of all calls or installments, interests, and expenses due in respect thereof, be forfeited by a resolution of the Directors to the effect - such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. Article 30 provides that: When any share shall have to be forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register but no forfeiture shall be, in any manner, invalidated by any omission or neglect to give such notice or to make such entry as aforesaid. Article 31 provides that: Forfeited share to become property of the Company Any share so forfeited shall be deemed to be property of the Company and the Directors may sell, re-allot or otherwise dispose of the same in such manner as they think fit. Article 32 provides that: Power to annul forfeiture The Board of Directors may, at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof on such conditions as they think fit. Article 33 provides that: Arrears to be paid notwithstanding forfeiture Any member whose shares have been forfeited shall notwithstanding the forfeiture be liable to pay and shall forth with pay to the Company all calls, installments, interest and expenses, owing upon or in respect of such shares at the time of the forfeiture with

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interest thereon, from the time of forfeiture until payment at 18 percent per annum, and the Directors may enforce the payment thereof, without any deduction or allowance for the value of the shares at the time of forfeiture but shall not be under any obligation to do so. Article 34 provides that: The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved. Article 35 provides that: Evidence of forfeiture A duly verified declaration in writing that the declarant is a Director or Secretary of the Company and that certain shares in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares and such declaration and the receipt of the company for the consideration, if any, given for the shares on the sale or disposal thereof, shall constitute a good title to such shares and the person to whom the shares are sold shall be registered as the holder of such shares and shall not be bound to see to the application of purchase money nor shall his title to such shares be affected by any irregularity or invalidity in the proceeding in reference to such forfeiture, sale or disposal. Article 36 provides that: Company’s lien on share The Company shall have first lien upon all the shares (not being fully paid-up) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof, for moneys called or payable at a fixed time in respect of such shares solely or jointly with any other person to the Company, whether the period for payment thereof shall have actually arrived or not and no equitable interest in any share shall be created except upon the footing and condition that Article 11 hereof is to have full effect and such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares. Article 37 provides that: For the purpose of enforcing such lien, the Directors may sell the shares in such manner as they think fit, but no sale shall be made until such period as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member, his executors or administrators or his legal representatives and default shall have been made by him or them in the payment of moneys called or payable in respect of such shares for seven days after such notice. Article 38 provides that: Application of proceeds of sale The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of amount in respect of which the lien existed as is presently payable and residue, if any shall (subject to a like lien for sums not presently payable, as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

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Article 39 provides that: Validity of sales upon forfeiture Upon any sale after forfeiture or surrender or for enforcing a lien in purported exercise of the powers herein before given! the Directors may appoint some person to execute an instrument of transfer of the shares sold, cause the purchaser’s name to be entered in the register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceeding nor to the application of the purchase money and after his name has been entered in the register in respect of such share, the validity of the sale shall not be impeached by any reason and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Article 40 provides that: Cancellation of old certificates and issue of new Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or certificates originally issued in respect of the relative share shall (unless the share shall on demand by the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect and the Directors shall be entitled to issue a new certificate or certificates in respect of the said shares to the persons entitled thereto distinguishing it or them in such manner as they may think fit, from the old certificate or certificates

TRANSFER AND TRANSMISSION OF SHARES.

Article 41 provides that: Transfer (a) The instrument of transfer of any shares in the Company shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain holder of the shares untill the name of the transferee is entered in the Register of Members in respect thereof. (b) The Company shall not register a transfer of shares in or debentures of the Company, unless proper instrument of transfer duly stamped and executed by or on behalf of the transferor and transferee and specifying the name, address and occupation, if any, of the transferee has been delivered to the Company along with the certificate relating to the shares or debentures or if no such certificate is in existence, along with the letter of allotment of shares or debentures provided that where on an application made in writing to the Company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Board of Directors that instrument of transfer signed by or on behalf of the transferor and transferee has been lost, the Company may register the transfer on such terms as to indemnity, or otherwise as the Board may think it fit. (c) An application for the registration of the transfer of any share or shares may be made either by the transferor or by the transferee, provided that where such application is made by the transferor, no registration shall in the case of partly paid shares be effected unless the Company gives notice of the application to the transferee in accordance with Section 110 of the Act. (d) For the purpose of sub - clause (c) notice to the transferee shall be deemed to have been duly given if dispatched by pre - paid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been delivered in the ordinary course of post. (e) Nothing in sub-clause (d) shall prejudice any power of the Board of Directors to register as a shareholder any person to whom the right to any share has been transmitted, by operation of law. (f) Nothing in this Article shall prejudice the power of the Board of Directors to refuse to register the transfer of any share to a transferee, whether a member or not.

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Article 42 provides that: Transfer books when closed The Board shall have power on giving not less than seven days previous notice by advertisement in the newspaper circulating in the district in which the Registered Office of the Company is situated to close the transfer books, the Register of members or Register of Debenture holders at such time or times and for such period or periods, not exceeding thirty days at a time and not exceeding in the aggregate forty-five days in each year, as it may seem expedient. Article 43 provides that: Directors right to refuse to register transfer Subject to provisions of Section 111 of the Act, the Directors without assigning any reason may, within two months from the date on which the instrument of transfer was delivered to the Company, refuse to register any transfer of a share upon which the Company has a lien and in the case of shares not fully paid-up, may refuse to register a transfer to a transferee of whom they do not approve provided that the registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any person or persons indebted to the Company on any account whatsoever unless the Company has a lien on the shares. In case of refusal to transfer the shares, the Company shall within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of the refusal to register such transfer. Without in any way derogating from the powers conferred on the Board as hereinabove stated, the Board shall be entitled to refuse an application for transfer of less than 50 equity shares of the Company subject however to the following exception.

i) Transfer of equity shares made in pursuance of any provision of law or a statutory order or an order of a competent court of law. ii) Transfer of the entire holding of equity shares by an existing Member of the Company holding less than 50 equity shares by a single transfer to a single or joint names. iii) Transfer of more than 50 equity shares in the aggregate in favour of the same transferee under two or more transfer deeds, out of which one more relate (s) to the transfer of less than 50 equity shares.

Transfer of equity shares held by a member, which are less than 50, in cases of hardship at the discretion of the Board. Article 44 provides that: Title to share of deceased members The executors or administrators or holders of a succession certificate or the legal representatives of a deceased (not being one to two or more joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such member and the Company shall not be bound to recognise such executors or administrators or holders of succession certificate or the legal representatives unless they shall have first obtained probate or letters of Administration or Succession Certificate or such other legal representation as the case may be from a duly constituted court in the Union of India, provided that in any case where the Board in its absolute discretion thinks fit, the Board may dispense with production of Probate or Letter of Administration or Succession Certificate upon such terms as to indemnity or otherwise as the Board, in its absolute discretion may think necessary and under Article 45 register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased member, as a member.

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Article 45 provides that: Transmission of shares Subject to the provisions of the preceding two Articles any person becoming entitled to shares in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by transfer in accordance with these Articles may, with the consent of the Board (which it shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which purports to act under these Articles or his title as the Board thinks sufficient either be registered himself as the holder of the shares or elect to have some person nominated by him and approved by the Board registered as such holder, provided nevertheless that if such person shall elect to have his nominee registered, he shall testify the election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so, he shall not be freed from any liability in respect of the shares. Article 46 provides that: The person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled as if he were registered as a member in respect of the shares, except that he shall not be entitled in respect of it to exercise any right conferred by membership in relation to the meeting of the Company provided that the Board may at any time give notice requiring any such persons to elect either to be registered himself or to transfer shares and if notice is not complied within sixty days, the Board may thereafter withhold payment of all dividends, bonus or other moneys payable in respect of the shares until the requirements of the notice have been complied with. Article 47 provides that: The Directors shall have the same right to refuse to register a person entitled, transmission to any share or his nominee as if he were the transferee named in the case of transfer of shares presented for registration. Article 48 provides that: Every instrument of transfer, which is registered, shall remain in the custody of the Company until destroyed by order of the Board. Article 49 provides that: No fee shall be payable to the Company in respect of the transfer or transmission of any shares in the Company. Article 50 provides that: The Company shall incur no liability or responsibility whatever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration. Article 51 provides that: Where any instrument of transfer of shares has been delivered to the Company for registration and transfer of such shares has not been registered by the Company, it shall (i) transfer the dividend in relation to such shares to the Special Dividend Account unless the Company is authorised in writing by the registered holder of such shares to pay such dividend to the transferee mentioned in the instrument of transfer; and (ii) keep in abeyance in relation to such shares any offer of rights, shares and any issue of fully paid-up bonus shares.

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BORROWING POWERS Article 52 provides that: Power to Borrow Subject to the provisions of Sections 292 and 293 of the Act and of these Articles, the Board may, from time to time at its discretion, by a resolution passed at a meeting of the Board, accept deposits from members, either in advance of calls, or otherwise and generally raise or borrow or secure the payment of any sum or sums of money for the Company. Article 53 provides that: Security The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such terms and conditions, in all respects as the Board may think fit and in particular by a resolution passed at a meeting of the Board (and not by circular resolution) by the issue of debentures or debenture-stock of the Company charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being and debentures, debenture-stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. Article 54 provides that: Terms of issue of debentures Any debentures, debenture - stock or other securities may be issued at a discount premium or otherwise and subject to the provisions of the Act, may be issued on condition that they shall be convertible into shares of any denomination and with any privileges or conditions as to redemption, surrender, drawing, allotment of shares, and attending (but not voting) at general meeting, appointment of Directors and otherwise, Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in General Meeting. Article 55 provides that: Assignment of uncalled capital If any uncalled capital of the Company is included in or charged by any mortgage or other securities, the Directors may; subject to the provisions of the Act and these presents, make calls on the members in respect of such uncalled capital in trust for the person in whose favour such mortgage or security is executed. Article 56 provides that: Mortgage or charges The Company shall comply with all the provisions of the Act in respect of the mortgages or charges by the Company and the registration thereof and the transfer of the debentures of the Company and the register required to be kept in respect of such mortgages, charges, and debentures. Article 57 provides that: If the Directors or any of them or any other persons shall become personally liable for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or persons so becoming liable as aforesaid from any loss in respect of such liability.

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Article 58 provides that: Register & index of Debenture holders The Company shall, if at any time issue debentures, keep a Register and Index of Debenture holders in accordance with Section 152 of the Act. The Company shall have the power to keep in any State or Country outside India a Branch Register of Debenture holders resident in that State or Country.

GENERAL MEETINGS

Article 59 provides that: Annual General Meeting (I) In addition to any other meeting, general meetings of the Company shall be held at such intervals as are specified in Section 166 (I) of the Act and subject to the provisions of Section 166(2) of the Act, at such times and places as may be determined by the Board. (2) Each such general meeting shall be called Annual General Meeting. Every Annual General Meeting shall be called for a time during business hours on a day that is not a public holiday and shall be held either at the Registered Office of the Company or at some other place within the city, town or village in which the Registered Office of the Company is situated. Article 60 provides that: Extra Ordinary General Meeting All meeting of the Company other than those referred to in the preceding clause shall be called Extra Ordinary General Meetings. Article 61 provides that: The Directors may, whenever they think fit, and they shall on the requisition of the holders of not less than one-tenth of the paid-up capital of the Company as at date earns right of voting in regard to the matter in respect of which the requisition is made, forthwith proceed to convene an Extra-Ordinary General Meeting of the Company and in the case of such requisitioned meetings the provisions of section 169 of the Act shall apply. Article 62 provides that: Notice of meeting & nature of business (1) At least twenty-one day’s notice of every General Meeting, annual or extraordinary, and by whomsoever called, specifying the day, place and hour of meeting and the general nature of the business to be transacted thereat shall be given in the manner hereinafter provided, to such persons as are under these Articles or the Act entitled to receive notice from the Company provided that in the case of an annual general meeting, with the consent in writing of all the members entitled to vote thereat and in the case of any other meeting, with the consent of the members holding not less than 95 percent of such part of the paid-up capital of the Company as gives right to vote at the meeting, a meeting may be convened by a shorter notice. (2) In the case of an annual general meeting, if any business other than (i) the consideration of the accounts, balance sheet and reports of the Board and Auditors (ii) the declaration of dividend, (iii) the appointment of Directors in place of those retiring and (iv) the appointment and fixing of remuneration of the Auditors is to be transacted and in the case of any other meeting, in any event, there shall be annexed to the notice of the meeting a statement setting out all the material facts, concerning each such item of business including in particular the nature and extent of the interest, if any, therein of every director and the manager, if any. (3) Where any such item of business related to or affects any other company, the extent of such shareholding interest in that other-company, of every director or manager, if

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any, of the Company, shall also be set out in the statement if the extent of such shareholding and interest is not less than twenty percent of the paid-up share capital of that company, where any item of business consists of the accord of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid. Article 63. The accidental omission to give any such notice to or the non-receipt of notice by any of the members or persons entitled to receive the same shall not invalidate the proceedings at any such meeting. Article 64 provides that: Quorum Five members present in person shall be a quorum for a General Meeting. A corporation being a member shall be deemed to be personally present if it is represented in accordance with Section 187 of the Act. The President of India or the Governor of a State shall be deemed to be personally present if he is represented in accordance with Section 187-A of the Act. Article 65 provides that: Consequence of non presence of adequate quorum If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum shall not be present, the meeting, if convened by or upon the requisition of members shall, stand dissolved but in any other case the meeting shall stand adjourned to the same day in the next succeeding week which is not a public holiday at the same time and place or to such other day and at such other time and place as the Board may determine and if at such adjourned meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the members present shall be a quorum and may transact the business for which the meeting was called. Article 66 provides that: Chairman of General Meeting The Chairman, if any, of the Board of Directors shall be entitled to take the Chair at every General Meeting whether annual or extraordinary. If there be no such Chairman of the Board of Director or if at any meeting he shall not be present within ten minutes of the time appointed for holding such meeting or shall declined to take the chair, then any other Director present thereat shall be entitled to take the Chair and the members present shall elect another Director as Chairman and if no Director be present or if all the Director present decline to take the Chair, then the members present shall elect one of their members to be Chairman. Article 67 provides that: The election of the Chairman, if necessary, shall be carried out in accordance with Section 175 of the Act. Article 68 provides that: No business shall be discussed at any General Meeting except election of a Chairman, whilst the Chair is Vacant. Article 69 provides that: Adjournment The Chairman, with the consent of the meeting, may and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Subject to the

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provisions of the Act, it shall not be necessary to give any notice of an adjournment or of the date, the time or the place of the adjourned meeting or the business to be transacted thereat. Article 70 provides that: Voting At any general meeting a resolution put to the vote at the meeting shall be decided on a show of hands unless a poll is before or on the declaration of the result of the show of hands ordered by the Chairman or demanded by any member or members present in person or by proxy and holding shares in the Company conferring a power to vote on the resolution being not less than one tenth of the total voting power in respect of the resolution or on which an aggregate sum of not less than fifty thousand rupees has been paid-up and unless a poll is so demanded a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the Minute Book of the Company shall be conclusive evidence of the votes recorded in favour of or against that resolution. Article 71 provides that: Chairman’s casting vote In the case of an equality of votes the Chairman shall, bath on a show of hands and at a poll, if any, have a casting vote in addition to the vote or votes to which he may be entitled as a member. Article 72 provides that: Demand for poll If poll is demanded as aforesaid the same shall, subject to Articles 73, be taken at such time (not later than forty-eight hours from the time when the demand was made) and place and either by open voting or by ballot as the Chairman shall direct, and either at once or after an interval or adjournment or otherwise, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn at any time by the person or the persons who made the demand. Article 73 provides that: Scrutineers at the poll Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to him. One of the scrutineers so appointed shall always be a member (not being an officer or employee of the Company) present at the meeting, provided such a member is available and willing to be appointed. The Chairman shall have power at any time before the result of the poll is declared to remove a scrutineer from the office and fill vacancy in the office of scrutineer arising from such removal or from any other cause. Article 74 provides that: Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting forthwith. Article 75 provides that: The demand for a poll, except on the questions of an election of Chairman and or an adjournment, shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

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VOTES OF MEMBERS Article 76 provides that: Members in arrears not to vote No member shall be entitled to vote either personally or by proxy for another member at any General Meeting or meeting of a class of shareholders either upon a show of hands or upon poll in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has any right of lien and has exercised the same. Article 77 provides that: Voting right of members (a) On a show of hands, every holder of equity shares entitled to vote and present in person or by proxy, shall have one vote and on a poll the voting right of every holder of equity share, whether present in person or by proxy, shall be in proportion to his share of the paid-up equity capital of the Company. The voting rights of holders of redeemable cumulative preference share shall be in accordance with section 87 of the Companies Act. Article 78 provides that: Casting of votes On a poll taken at a meeting of the Company, a member entitled to more than one vote, or his proxy, or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. Article 79 provides that: A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by his committee or other legal guardian and any such committee or guardian may, on a poll, vote by proxy. If any member be a minor the vote in respect of his share shall be by his guardian or any one of his guardians, if there are more than one. Article 80 provides that: (1) Subject to the provisions of these Articles, votes may be given either personally or by proxy, A corporation being a member, may vote by a representative duly authorised in accordance with the Section 187 of the Act, and such representative shall be entitled to speak, demand a poll, vote, appoint a proxy and in all other respects exercise the rights of a member and shall be reckoned as a member for all purposes. (2) Every proxy (whether a member or not) shall be appointed in writing under the hands of the appointer or his attorney, or if such appointer is a corporation, under the common seal of such corporation or the hand of its officer or an attorney duly authorised by it, and any committee or guardian may appoint such proxy. The proxy so appointed shall not have any right to speak at the meetings. (3) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority shall be deposited at the office not less than 48 hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instruments of proxy shall not be treated as valid No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution. (4) Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit, be in either of the forms set out in Schedule IX of the Act. (5) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy or of any power of attorney under which such proxy was signed, or the transfer of the share in

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respect of which the vote is given, provided that no intimation in writing of the death, revocation or transfer shall have been received at the office before the meeting. Article 81 provides that: Time for objections to votes (1) No objection shall be made to the validity of any vote, except at the meeting or poll at which such vote shall be tendered, and every vote, whether given personally or by proxy, not disallowed at such meeting or poll, shall be deemed valid for all purpose of such meeting or poll whatsoever. (2) The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll. Article 82 provides that: Minutes of general meeting & inspection thereof (1) Subject to the provisions of Section 193 of the Act, the Company shall cause to be kept minutes of all proceedings of general meetings which shall contain a fair and correct summary of the proceedings thereat and a book containing such minutes shall be kept at the Registered Office of the Company and shall be open during business hours, for such periods not being less in the aggregate, than two hours in each day as the Directors may determine, for the inspection of any member without charge. (2) The Minutes aforesaid shall be kept, by making within thirty days of the conclusion of every such meeting, concerned entries thereof in the said book which shall have its pages consecutively numbered. Each page of book shall be initialled or signed and the last page of the record of the proceedings of each meeting in book shall be dated and signed by the Chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of the Chairman to sign as aforesaid within that period, by a Director duly authorised by the Board for that purpose. In no case shall the minutes be attached to any such book by pasting or otherwise.

DIRECTORS

Article 83 provides that: Number of Directors Until otherwise determined by a General Meeting and subject to Section 252 and 259 of the Act, the number of Directors shall not be less than three or more than twelve. Article 85 provides that: Appointment of alternate Director The Board of Directors of the Company may appoint an alternate Director to act for a Director (hereinafter in this Article the Original Director) during the absence, for a period of not less than three months from the State of Chhattisgarh, in which the meetings the Board are ordinarily held. An alternate Director appointed under this Article shall not hold office as such for a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office if and when the Original Director returns to the State. Article 86 provides that: Power to Directors to fill up casual vacancies The Directors shall have power at any time, and from time to time, to appoint any qualified person to be a Director to fill a casual vacancy, such casual vacancy shall be filled by the Board of Directors at a meeting of the Board. Any person so appointed shall hold office only upto the date upto which the Director in whose place he is appointed

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would have held office, if it had not been vacated as aforesaid but he shall then be eligible for re-election. Article 87 provides that: Additional Director The Director shall also have power at any time, and from time to time, to appoint any other qualified person to be a Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum fixed above. Any person so appointed as an addition to the Board shall retain his office only upto the date of the next Annual General Meeting, but shall be eligible for re-election at such meeting. Article 88 provides that: Nominee Directors by Financial Institution The Company may agree with any financial institution, company or any other authority, person, state or institution that in consideration of any loan or financial assistance of any kind whatsoever which may be rendered by it, it shall have power to nominate such number of directors on the Board of Directors of the Company as may be agreed and from time to time remove and re-appoint them and to fill in vacancy caused by such Directors otherwise ceasing to hold office. Such nominated Directors shall not be required to hold any qualification shares and shall not be liable to retire by rotation The Director appointed under this Article is hereinafter referred to as “Institutional Director’ in these presents. Article 89 provides that: Debenture Directors Any Trust Deed for securing debentures or debenture-stock may, if so arranged, provide for the appointment from time to time, by the trustees thereof or by the holders of the debenture stock, of some person to be a Director of the Company and may empower such trustees or holders of debentures or debenture-stock from time to time to remove any Director so appointed. A Director appointed under this Article is herein referred to as a “Debenture Director’ and the term “Debenture Director’ means a Director for the time being in office under this Article. A Debenture Director shall not be bound to hold any qualification shares and shall not be liable to retire by rotation or be removed by the Company. The trust deed may contain such ancillary provisions as may be arranged between the Company and the trustees and all such provisions shall have effect notwithstanding any of the other provisions herein contained. Article 90 provides that: No share qualification will be necessary for being appointed as or holding the office of a Director of the Company. Article 91 provides that: Remuneration of Directors Subject to the provisions of Section 198, 309, 310 and 311 of the Act, the remuneration payable to the Directors of the Company may be as here in after provided. The remuneration of each Director for attending the meetings of the Board or a Committee thereof, shall be such um not exceeding the amount as shall be prescribed by the Act or the Central Government from time to time for each such meeting of the Board or Committee thereof attended by him subject to the provisions of the Act; the Directors be paid such further remuneration, if any, as the Company in General Meeting shall from time to time determine and such additional remuneration shall be divided amongst the Directors in such proportion and manner as the Board may, from time to time, determine and in default of such determination, shall be divided among the Directors equally.

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Article 92 provides that: Reimbursement of expenses The Directors may, subject to the limitations provided by the Act, allow and pay to any Director who is not a resident of the place where the Registered Office for the time being of the Company is situated or where the meeting of the Board is held and who shall come to such place for the purpose of attending a meeting of the Board or a Committee thereof, such sum as the Directors may consider fair compensation for travelling expenses, in addition to his fees for attending such meeting as above specified. Article 93 provides that: Special Remuneration for extra services Subject to the provisions of the Act and these Articles, if any Directors be called upon to by a Director), the Board may arrange with such Director for such special remuneration for such extra services or special exertions or efforts for a fixed sum or otherwise as may be determined by the Board and such remuneration may be either in addition to or in substitution for his remuneration above provided. Article 94 provides that: Directors to act notwithstanding vacancy. The continuing Directors may act notwithstanding any vacancy in their body but so that if the number falls below the minimum number fixed, the Directors shall not, except in emergencies or for the purpose of filling up vacancies or for summoning a general meeting of the Company, act as long as the number is below the minimum. Article 95 provides that: Vacation of office of Directors The office of a Director shall ipso facto to be vacated on the happening of any of the events provided for in Section 283 of the Act. Article 96 provides that: Directors contract with Company Subject to the provisions of Section 292 of the Act, a Director shall not be disqualified from contracting with the Company either as vendor, purchaser or otherwise, for goods, material or services or for underwriting the subscription of any shares in or debentures of the Company nor shall any such contract or arrangement entered into by or on behalf of the Company with a relative of such Director or a firm in which such Director or relative is a partner or with any other partner in such firm or with a private company of which the Director is a member or director be avoided nor shall the Director so contracting or being such member or so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding office or of the fiduciary relation thereby established. Article 97 provides that: Disclosure of interest Every Director who is in any way, whether directly or indirectly concerned or interested in a contract or arrangement entered into or to be entered into by or on behalf of the Company, shall disclose the nature of his concern or interest at a meeting of the Board as required by Section 299 of the Act. A general notice, renewable in the last month of each financial year of the Company as provided for in Section 299 (2) (b) of the Act, that the Director is a director or a member of any specified body corporate or is a member of any specified firm and is to be regarded as concerned or interested in any subsequent contract or arrangement with that body corporate or firm shall be sufficient disclosure of the concern or interest in relation to any contract or arrangement so made and after such general notice, it shall not be necessary to give special notice relating to any particular contract or arrangement with such body corporate or the firm provided that

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such general notice is given at a meeting of the Board of Directors or the Director concerned takes reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given Provided that this Article will not apply to any contract or arrangement entered into between the Company and any other company where any of the Director of the Company or two or more of them together holds or hold not more than two percent of the paid- up share capital in the other company. Article 98 provides that: A Director of a Company may be or may become a Director of any company promoted by the Company or in which he may be interested as vendor, member, or otherwise and no such Director may be accountable for any benefit received as Director or member of such Company. Article 99 provides that: Subject to the provisions of Section 300 of the Act, no Director shall, as a Director take part in the discussions of or vote on any contract or arrangement in which he is any way, whether directly or indirectly, concerned or interested, nor shall his presence count for the purpose of forming a quorum at the time of such discussion or vote. This prohibition shall not apply to the exceptions provided for in Section 300 of the Act. Article 100 provides that: Rights of Directors Except as otherwise provided by this Articles all the Directors of the Company shall have in all matters equal rights and privileges and be subject to equal obligations and duties in respect of the affairs of the Company. Article 101 provides that: Retirement & rotation of Directors (a) At the first Annual General Meeting of the Company, All the Directors (except those who are not liable to retire by rotation) and at the annual general meeting of the Company in every subsequent year, one-third of such of the Directors for the time being as are liable to retire by rotation or, if their number is not three, or a multiple of three, the number nearest to one-third shall retire from office. (b) Subject to Section 256 of the Act, the Directors to retire by rotation under the last preceding Article at every annual general meeting shall be those who have been longest in office since their last appointment, but as between persons who become directors on the same day those who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot. (c)A retiring Director shall be eligible for re-election. Article 102 provides that: Appointment of Directors (a) Subject to the provision of the Act, the Company, at the general meeting at which a Director retires in the manner aforesaid, may fill up the vacated office by electing a person thereto. (b) If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday at the same time and place. (c) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy the retiring Director shall be deemed to have been re-appointed at the adjourned meeting, unless. (i) at that meeting or at the previous meeting a resolution for the re-appointment of such Director has been put to the meeting and lost; or

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(ii) the retiring Director has, by a notice in writing addressed to the Company or the Board, expressed his unwillingness to be so re-appointed, or (iii) he is not qualified or is disqualified for appointment, or (iv) a resolution whether special or ordinary, is required for the re-appointment by virtue of any provisions of the Act, or (v) the proviso to sub-section (2) of Section 263 of Act is applicable to the case. Article 103 provides that: Subject to the provision of Sections 252, 258 and 259 of the Act, the Company may, by ordinary resolution from time to time, increase or reduce the number of Directors and may alter, their qualification and the Company may, subject to the provisions of Section 284 of the Act, remove any Director before the expiration of his period of office and appoint another qualified person in his stead. The person so appointed shall hold office during such time as the Director in whose place he is appointed would have held the same if had not been so removed. Article 104 provides that: Notice of candidature (a) No person, not being a retiring Director, shall be eligible for election to the office of Director at any General Meeting unless he or some other member intending to propose him has, at least fourteen clear days before the meeting, left at the Registered office of the Company a notice in writing under his hand signifying his candidature for the office of Director or the intention of such member to propose him as a candidate for that office along with a deposit of Rs. 500/- (Rupees Five hundred only) which will be refunded to the person if the candidate succeeds in getting elected as a Director. (b) On receipt of the notice referred to in clause (a) of this Article, the Company shall inform its members of the candidature of a person for the office of Director or the intention of a member to propose such person as candidate for that office, by serving individual notices on the members not less than seven days before the meeting provided that it shall not be necessary for the Company to serve individual notice upon the members if the Company advertises such candidature or intention, not less than seven days before the meeting in at least two newspapers circulating in the district in which the Registered office of the Company is situated, of which one is published in the English language and the other, in the regional language. Article 105 provides that: Disclosure of the appointment (a) Every Director (including a person deemed to be a Director by virtue of the explanation to sub section (1) of Section 303.of the Act) Managing Director, Manager or Secretary of the Company shall, within thirty days of his appointment to, or, as the case may be, relinquishment of any of the above office in any other body corporate, disclose to the Company the particulars relating to his office in other body corporate which are required to be specified under sub-section (i) of Section 303 of the Act. (b) Every Director and every person deemed to be a Director of the Company by virtue of sub-section (10) of Section 307 of the Act and every Manager shall give notice to the Company of such matters relating to himself as may be necessary for the purpose of enabling the Company to comply with the provisions of that Section.

PROCEEDINGS OF DIRECTORS

Article 106 provides that: Meetings of Directors & Quorum (a) Subject to the provisions of Section 285 of the Act, the Board of Directors may meet for the despatch of business, adjourn and otherwise regulate its meeting as it thinks fit.

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Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be one third of its total strength (any fraction contained in that one-third being rounded off as one) or two Directors, whichever is higher provided that where at any time the number of interested Directors exceeds or is equal to two-third of the total strength, the number of the remaining Directors, that is to say, the number of Directors who are not interested, shall be the quorum during such time provided such number is not less than two. Article 107 provides that: Adjournment of meeting If a meeting of the Board could not be held for want of quorum, then the meeting shall stand adjourned to such other time, date and place as may be fixed by the Directors present, not being later than fifteen days from the date originally fixed for the meeting. Article 108 provides that: The Chairman, if any, or the Managing Director of his own motion or the Secretary of the Company, shall upon the request in writing of two Directors of the Company or if directed by the Managing Director or Chairman, if any convene a meeting of the Board by giving notice in writing to every Director for the time being in India and at his usual address in India to every other Director. Article 109 provides that: Chairman The Directors may from time to time, elect from among their number, a Chairman of the Board and determine the period for which he is to hold office, If at any meeting of the Board the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their member to be the Chairman of the meeting. Article 110 provides that: Question arising at any meeting of the Board shall be decided by a majority of votes and in case of equality of votes, the Chairman shall have a second or casting vote. Article 111 provides that: Powers of Board Meeting A meeting of the Board for the time being at which quorum is present shall be competent to exercise all or any of the authorities, powers and discretions which, by or under the Act or the Articles of the Company, are for the time being vested in or exercisable by the Board generally. Article112 provides that: Appointment of committees Subject to the restrictions contained in Section 292 of the Act, the Board may delegate any of their powers to a Committee of Directors consisting of such Director or Directors or such one or more Directors and such member or members of the Company as it think fit or to the Managing Director, the Manager or any other principal officer of the company or a branch officer or to one or more of them together and it may from time to time revoke and discharge any such Committee of the Board, either wholly or in part, and either as to persons or purpose, but every Committee of the Board, shall, in the exercise of such powers so delegated, conform to any regulation that may from time to time, be imposed on it by the Board. All acts done by any such committee of the Board in conformity with such regulations and in fulfillment of the purposes of their appointment but not otherwise shall have the like force and effect as if done by the Board provided that such delegation shall not be in respect of matters enumerated in sub-clauses (a), (b), (c), (d) or (e) of Clause (1) (as modified by Explanation I thereof) of

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Section 292 save and except that the said powers may be delegated only to the extent permitted by and subject to the restrictions and limitations contained in clauses (2), (3) and (4) of Section 292 of the Act. Article 113 provides that: Meeting of Committee The meetings and proceedings of any such Committee of the Board consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding Article. Article 114 provides that: Resolutions by Circular A resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation, if the resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors or to alt the Members of the Committee then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other Directors or Members of the Committee at their usual address in India and has been approved by such of the Directors or Members of the committee as are then in India or by a majority of such of them as are entitled to vote on the resolution. Article 115 provides that: Acts of Boards or Committee All acts done by any meeting of the Board or by a Committee of the Board or by any person acting as a Director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified or had been terminated by virtue of any provision contained in the Act or in these Articles, be as valid as if every such person had been duly appointed, was qualified to be a Director and had not vacated his office or his appointment had not been terminated provided that nothing in this Article shall be deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have terminated. Article 116 provides that: Minutes of Board of Directors The Company shall cause minutes to be duly entered in a book or books provided for the purpose. The minutes shall contain (i) the names of the Directors present at such meetings of the Board, and or any Committee of the Board, (ii) all orders made by the Board and Committee of the Board. (iii) all resolutions and proceedings of the meetings of the Board and Committee of the Board, and (iv) in the case of each resolution passed at a meeting of the Board, or Committees of the Board, the names of those Directors, if any, dissenting from or not concurring in the resolution. Every such book shall be maintained and the minutes entered therein and signed in the manner laid down by Section 193 of the Act and the minutes so entered and signed shall be received as conclusive evidence of the proceedings recorded therein.

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POWERS OF THE BOARD Article 117 provides that: Subject to the provision of the Act, the control of the Company shall be vested in the Board who shall be entitled to exercise all such powers and to do all such acts and things as the company is authorised to exercise and do, provided that the Board shall not exercise any power or do any act or thing which is directed or required whether by the Act or by any other statute or by the Memorandum of the Company or by these Articles or otherwise to be exercised or done by the Company in general meeting provided further that in exercising any such power or doing any such act or things, the Board shall be subject to the provisions in that behalf contained in the Act or in any other Act or in the Memorandum of the Company or these Articles or any regulations not inconsistent therewith and duly made there under including regulations made by the Company in General Meeting but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which’ would have been valid if those regulations had not been made. Article 118 provides that: Without prejudice to the general powers conferred by the last preceding Article and so as not in any way to limit or restrict those powers and without prejudice to the other powers conferred by the Articles, but subject to the restrictions contained in the last preceding Article, it is hereby declared that the Directors shall have the following powers, that is to say, power: (1) to pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company. (2) to pay and charge to the capital account of the Company any commission or interest lawfully payable under the provision of Sections 76 and 208 of the Act. (3) Subject to the Sections 292 and 297 of the Act to purchase or otherwise acquire for the Company any property rights or privileges which the Company is authorised to acquire at or for such price or consideration and generally on such terms and conditions as they may think fit and, in any such purchase or other acquisition, to accept such title as the Directors may believe or may be advised to be reasonably satisfactory. (4) At their discretion and subject to the provisions of the Act, to pay for any property, rights or privileges acquired by or services rendered to the Company, either wholly or partly in cash or in shares, bonds, debentures, mortgages or other securities of the Company and such shares may be issued either as fully paid-up or with such amount credited as paid-up thereon as may be agreed upon and any such bonds, debentures, mortgages, or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or capital not so charged. (5) To secure the fulfillment of any contracts or engagement entered into by the Company by mortgages or charge of all or any of the property of the Company and its uncalled capital for the time being or in such manner as they may think fit. (6) To accept from any member, so far as may be permissible by law, surrender of his shares or any part thereof, on such terms and conditions as shall be agreed. (7) To appoint any person to accept and hold in trust for the Company any property belonging to the Company or in which it if interested or for any other purpose and to execute and do all such deeds and things as may be required in relation to any such trust and to provide for the remuneration of such trustee or trustees. (8) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company and to refer any differences to arbitration either according to Indian law or according to any foreign law and either in India or abroad, and observe, perform or challenge any award made thereon.

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(9) To act on behalf of the Company in all matters relating to bankruptcy or insolvency. (10) To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company. (11) Subject to the provisions of Section 292,292(1) (a), 295,369, 372A and 373 of the Act, to invest and deal with any moneys of the Company not immediately required for the purposes thereof upon such security (not being shares of this Company) or without security and in such manner as they may think fit and from time to time to vary or realise such investments. Save as provided in section 49 of the Act, all investments shall be made and held in the Company’s own name. (12) To execute in the name and on behalf of the Company, in favour of any Director or other person who may incur or be about to incur any personal liability, whether as principal or surety, for the benefit of the Company, such mortgages of the Company’s property (present and future) as they think fit and any such mortgage may contain a power of sale and such other powers, provisions, covenants and agreements as shall be agreed upon. (13) To determine from time to time who shall be enter to sign, on the Company’s behalf, bills, notes, receipts acceptances, endorsements, cheques, dividend, warrants releases, contracts and documents and to give the necessary authority for such purpose. (14) To distribute by way of bonus amongst the staff of the Company a share or shares in the profits of the Company and to give to any officer or other person employed by the Company a commission on the profits of any particular business or transaction and to charge such bonus or commission as part of the working expenses of the Company. (15) To provide for the welfare of Directors or ex-directors or employees or ex-employees of the Company and the wives, widows, and families, or the dependents or connections of such persons by building or contributing to the building of houses, dwellings, or chawl or by grants of money, pension, gratuities, allowances, bonus or other payments or by creating and from time to time subscribing or contributing to provident or other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of interest and recreation, hospitals and dispensaries, medical and other attendance and other assistance, subject to the limits laid down by Section 293 and (e) 293- A of the Act, as the Board shall think fit to subscribe or contribute or otherwise to assist or to guarantee moneys to charitable, benevolent, religious, scientific, national, or other institutions, bodies and objects which shall have any moral or other claim to support or aid by the Company, either by reason of locality of operation or of public and generally utility or otherwise. (16) To appoint and at their discretion, remove or suspend such general managers, secretaries, assistants, supervisors, scientists, technicians, engineers, consultants; legal medical, or economic advisers, research workers, labourers, clerks, agents and servants for permanent, temporary or special services as they may, from time to time, think fit and to determine their powers and duties and fix their salaries or emoluments or remuneration and to require security in such instance and of such amount as they may think fit and from time to time, to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they think fit. (17) To comply with the requirement of any local law, which in their opinion, it shall, in the interest of the Company, be necessary or expedient to comply with. (18) From time to time and at any time to establish any local board for managing any of the affairs of the Company in any specified locality in India or elsewhere and to appoint any persons to be members of such local board and to fix their remuneration. (19) Subject to Section 292 of the Act, from time to time, delegate to person so appointed any of the powers, authorities, and discretion for the time being vested in the Board and to authorise the member for the time being of any such Local Board or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such

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conditions as the Board thinks fit and may, at anytime, remove any person so appointed and may annul or vary such delegation. (20) At any time and from time to time, by powers of attorney under the Seal of the Company, to appoint any person or persons to be the attorney or attorneys of the Company, for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these presents and excluding the power to make calls and excluding also, except in their limits authorised by the Board, the powers to make loans and borrow moneys) and for such period and subject to such conditions as the Board may, from time to time, think fit and such appointment may (if the Board think fit) be made in favour of the members or any of the members of any local board established as aforesaid or in favour of any company or the shareholders, directors, nominees or managers of any company or firm or otherwise in favour of any fluctuating body of persons, whether nominated directly or indirectly by the Board, and any such power of attorney may contain such powers for the protection or convenience of persons dealing with such attorneys as the Board may think fit and may contain powers enabling any such delegates or attorney as aforesaid, to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them. (21) Subject to the Section 294,297 and 300 of the Act, for or in relation to any of the matters aforesaid or otherwise for the purpose of the Company, to enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient. (22) Subject to Section 293 of the Act, to sell, lease or otherwise dispose of any of the properties or undertakings of the Company. (23) Upon the Company entering into a partnership with any other person or company for the purpose of carrying on the business as per the objects clause of the Memorandum of Association, the Company may obtain, possess, have or retain all such powers as are available to partners under the Indian Partnership Act of 1932 (“the Act”) or under any other law which may, for the time being be in force, and may perform, execute and/or do all such acts and things that a partner is required to or can or may perform, execute and! or do For this purpose, the Board of Directors may authorise and / or appoint such one or more of Directors, officers or other representatives, from time to time to do such acts, deeds or things as may be necessary for the purpose of obtaining, holding, exercising or enforcing the rights and powers of a partner and performing the duties and obligations of a partner. The above provisions will apply mutatis mutandis where company becomes a member of an association of persons or a body of individuals including representing the Company at a meeting of the partners. (24) The Board of Directors may authorise from time to time, or accept to act as constituted attorney for any person or persons resident or non-resident in India or company whether belongs to resident or non resident in India, and exercise through any Director or Directors or any person authorised by a Resolution of the Board, all powers obtained in Company by the document of Power of Attorney.

MANAGING DIRECTORS / WHOLE - TIME DIRECTORS Article 119 provides that: Appointment (a) The Board may, from time to time, with such sanction of the Central Government s may be required by law, appoint one or more of their body to the office of the Managing Director (s) or Whole - time Director (s). (b) The Directors may, from time to time, resolve that there shall be either one or more Managing Directors or Whole-time Directors. (c) In the event of any vacancy arising in the office of a Managing Director or Whole-time Director, or if the Directors resolve to increase the number of Managing Directors or

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Wholetime Directors, the vacancy shall be filled by the Board of Directors. The Managing Director or Whole-time Director so appointed shall hold the office for such period as the Board of Directors may fix. (d) If the Managing Director or Whole-time Director ceases to hold the office of director, he shall ipso facto and immediately cease to be a Managing or whole-time Director. The Managing / Whole - time Director shall not be liable to retirement by rotation as long as he holds office as Managing Director or Whole-time Director. Article120 provides that: Powers to appoint Managing Directors Subject to the provisions of Section 267, 268, 269, 316 and 317 of the Act, the Board may, from time to time appoint one or more Directors to be Managing Director or Managing Directors of the Company, either for a fixed term not exceeding five (5) years and may, from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places. Article 121 provides that: Remuneration Subject to the provision of Section 309, 310 and 311 of the Act, a Managing or Director shall, in addition to any remuneration that might be payable to him as a Director of the Company under these Articles, receive such remuneration or increased remuneration as may, from time to time, be approved by the Company. Article 122 provides that: Powers of Managing Director Subject to the provisions of the Act and in particular to the prohibitions and restrictions contained in Section 292 thereof, the Board may, time to time, entrust to and confer upon the Managing Director or Managing Directors for the time being such of the powers exercisable under these present by the Directors as they may think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think fit, and they may confer such power, either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the Directors in that behalf and may, from time to time, revoke, withdraw, alter or vary all or any of such powers.

COMMON SEAL

Article 123 provides that: Common Seal, its custody & use The Board shall provide a Common Seal for the purpose of the Company and shall have powers, from time to time, to destroy the same and substitute a new seal in lieu thereof and the Board shall provide for the safe custody of the seal for the time being and the seal shall never be used except by the authority of the Board or a Committee of the Board previously given and in the presence of one Director of the Company or some other person appointed by the Directors for the purpose. The Company shall also be at liberty to have an official seal in accordance with section 50 of the Act for the use in any territory, district or place outside India. Article 124 provides that: Every deed or other instrument to which the Seal of the Company is required to be affixed, shall, unless the same is executed by a duly constituted attorney, be signed by one Director and the Secretary or some other person appointed by the Board for the purpose, provided nevertheless that certificate of shares may be sealed in accordance

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with the provisions of the Companies (issue of share Certificate) Rules, 1960 or any statutory modification or re-enactment thereof for the time being in force.

DIVIDENDS

Article125 provides that: Divisibility of profit The profits of the Company, subject to any special rights relating thereto created or authorised to be created by these Articles and subject to the provision of these Articles, shall be divisible among the Members in proportion to the amount of capital paid-up on the shares held by them respectively. Article 126 provides that: No larger dividend shall be declared than is recommended by the Directors but the Company in General Meeting may declare a smaller dividend. Article 127 provides that: No dividend shall be payable otherwise than out of the profits of the Company of the year or any other undistributed profits in accordance with the provisions of Section 205 of the Act and no dividend shall carry interest as against the Company. Article 128 provides that: Ascertainment of dividend Where any assets business, or property is brought by the Company as from a past date upon the terms that the Company shall as from that date take the profits and bear the losses thereof, such profits and losses as the case may be shall, at the discretion of the Directors, be so credited or debited wholly or in part to the Profit and Loss Account and in that case the amount so credited or debited shall for the purpose of ascertaining the fund available for dividend be treated as a profit or loss arising from the business of the Company and available for dividend. Accordingly, If any shares or securities are purchased with dividend or interest, such dividend or interest when paid may, at the discretion of the Directors be treated a revenue and it shall not be obligatory to capitalise the same or any part thereof. Article 129 provides that: The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive. Article 130 provides that: Interim Dividend The Directors may from time to time pay to the members such interim dividends as in their judgment the position of the Company justifies. Article 131 provides that: Lien on Dividend The Directors may retain dividends on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. Article 132 provides that: Dividend & Call Any General Meeting declaring a dividend may make a call on the members of such amount as the meeting fixes, but so that the call on each member shall not exceed the

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dividend payable to him and so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the members, be set off against the call. Article 133 provides that: No member shall be entitled to receive payment of any interest or dividend in respect of his share or shares, whilst any money may be due or owing from him to the Company in respect of such share or shares or otherwise howsoever, either at one or jointly with any other person or persons, and the Board may deduct from the interest or dividend payable to any member all sums of money so due from him to the Company. Article 134 provides that: A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer. Article 135 provides that: Mode of payment of dividend Unless otherwise directed any dividend may be paid by cheque or warrant or by a pay slip or receipt having the force of a cheque or warrant, sent through the post to the registered address of a member or person entitled or in case of joint holders to that one of them first named in the Register of Members in respect of the joint holding. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or pay slip or receipt lost in transmission or for any dividend lost, to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the forged signature of any pay slip or receipt or the fraudulent recovery of the dividend by any other means. If several persons are registered as joint-holders of any shares, any one of them can give effectual receipts for any dividends or other moneys payable in respect thereof. No unclaimed dividend shall be forfeited before the claim thereto becomes barred by law. The Directors may annual such forfeiture and pay any such dividend.

CAPITALISATION

Article 136 provides that: Capitalisation of reserves Any General Meeting may resolve that any moneys, investments or other assets forming part of the undivided profits of the company standing to the credit, of any reserve or reserves or any capital redemption reserve fund or in the hands of the Company and available for dividend or representing premiums received on the issue of shares and standing to the credit of the share premium account be capitalised and distributed amongst such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion on the footing that they become entitled thereto as capital and that all or any part of such capitalised fund be applied on behalf of such shareholders in paying up in full any unissued shares, debentures or debenture-stock of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued shares and that such distribution or payment shall be accepted by such share holder in full satisfaction of their interest in the said capitalised sum provided that any sum standing to the credit of a share premium account of a capital redemption reserve fund may, for the purpose of this Article only, be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.

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Article 137 provides that: Surplus money A general meeting may resolve that any surplus moneys, arising from the realisation of any capital assets of the Company or any investment representing the same or any other undistributed profits of the Company not subject to the charge for income-tax, be distributed among the members on the footing that they receive the same as capital. Article 138 provides that: Fractional certificates For the purpose of giving effect to any resolution under the preceding two Articles, the Board may settle any difficulty which may arise in regard to the distribution as they think expedient and in particular, may issue fractional certificates and may fix the value for distribution of any specific assets and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest such cash or specific assets in trustees upon such trusts for persons entitled to the dividends and I or capitalised fund as, may seem expedient to the Board. Where requisite, a proper contract shall be filed in accordance with Section 75 of the Act and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend or capitalised fund and such appointment shall be effective.

BOOKS AND DOCUMENTS

Article 139 provides that: Books of accounts to be kept The Directors shall cause to be kept proper books of accounts in accordance with Section 209 of the Act with respect to: (a) all sums of money received and expended by the Company and the matters in respect of which the receipts and expenditure take place: (b) all sales and purchase of goods by the Company: (c) the assets and liabilities of the Company Article 140 provides that: The books of accounts shall be kept at the office or, subject to the proviso to Section 209 of the Act, at such other place as the Director think fit and shall be open to inspection by the Directors during the business hours. Article 141 provides that: Inspection by members The Directors shall, from time to time, determine, whether and to what extent and at what time and places and under what conditions of regulations the accounts and books of the Company or any of them shall be open to the inspection of the members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors. Article 142 provides that: The Directors shall, from time to time, in accordance with Section 210, 212, 215, 217 and 221 of the Act, cause to be prepared and to be laid before the Company in General Meeting such Profit and Loss Account Balance Sheet and reports as are referred to in those sections. Article 143 provides that: Accounts to be sent to each member

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A copy of every such Profit and Loss Account and Balance Sheet (including the Auditors Report and every other document required by law to be annexed or attached to the Balance Sheet) shall, at least twenty -one days before the meeting at which the same are to be laid before the members, be sent to the members, of the Company, to holders of debentures issued by the Company (not being debentures which ex-facie are payable to the bearer thereof) to trustees for the holders of such debentures and to all persons entitled to receive notices of General Meeting of the Company.

AUDIT

Article 144 provides that: Accounts to be audited Auditors shall be appointed and their rights and duties regulated in accordance with Section 224 to 233 of the Act, Article 145 provides that: Every account of the Company when audited and approved by General Meeting shall be conclusive except as regards any error discovered therein within three months next after the approval thereof, when any such error is discovered within that period, the accounts shall forthwith be corrected, and thenceforth shall be conclusive.

DOCUMENTS AND NOTICE

Article 146 provides that: Service of documents or notices on members (1) A document or notice may be served or given by the Company or any member or an officer thereof either personally or by sending it by post to him at his registered address or (if he has no registered address in India) to the address, if any, within India supplied by him to the Company for serving documents or notices on him. (2) Where a document or notice is sent by post, service of the document or notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the document or notice, provided that where a member has intimated to the company in advance that documents or notice should be sent to him under a certificate of posting or by registered post with or without acknowledgement due and has deposited with the Company a sum sufficient to defray the expenses of doing so, service of the document or notice shall not be deemed effected unless it is sent in the manner intimated by the member and such service shall be deemed to have been effected in the case of a notice of a meeting at the expiration of forty-eight hours after the letter containing the documents or notice is posted and in any other case, at the time at which the letter would be delivered in the ordinary course of post. Article 147 provides that: Notice by advertisement A document or notice advertised in a newspaper circulating in the neighborhood of the Registered Office shall be deemed to be duly served or sent on the day on which the advertisement appears, to every member who has no registered address in India and has not supplied to the Company any address within India for the service of documents on him or the sending of notice to him. Article 148 provides that: A document or notice may be served upon or given by the Company to the persons entitled to a share inconsequence of the death or insolvency of a member by sending it

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through the post in a prepaid letter addressed to him by name or by the title of representative of the deceased or assignee of the insolvent or by any like description, at the address (if any) in India supplied for the purpose by the person claiming to be so entitled or (until such an address has been so supplied) by serving the document or notice in any manner in which the same might have been given if the death or insolvency had not occurred. Article 149 provides that: Persons entitled to notice Documents or notices of every general meeting shall be served or given in same manner hereinbefore authorised on or to (a) every member, (b) every person entitled to a share in consequence of the death or insolvency of a member and (c) the auditor or auditors for the time being of the Company. Article 150 provides that: Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by every document or notice in respect of each share, which previously to his name and address being entered in the Register of Members, shall have been duly served on the person from whom he derives his title to such share. Article 151 provides that: Any document or notice to be served or given by the Company may be signed by a Director or some person duly authorised by the Board for such purpose and the signature may be written, printed or lithographed. Article 152 provides that: All documents or notices to be served or given by members on or the Company or any officers thereof, shall be served or given by sending them to the Company or officer at the office by post under a certificate of posting or by registered post or by leaving it at the office.

AUTHENTICATION OF DOCUMENTS Article 153 provides that: Save as otherwise expressly provided in the Act, these Articles, documents or proceedings requiring authentication by the Company may be signed by a Director or an authorised officer of the Company and need not be under its seal.

WINDING UP

Article 154 provides that: The liquidator on any winding up (whether voluntary, under supervision or compulsory) may, with the sanction of a special resolution but subject to the rights attached to any preference share capital, divide among the contributories in specie any part of the assets of the Company and may, with the like sanction, vest any part of the Company in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit.

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INDEMNITY AND RESPONSIBILITY Article 155 provides that: Indemnity Subject to the provision of Section 201 of the Act, every Director, Manager, Officer or servant of the Company or any person (whether an officer of the Company or not) employed by the Company as auditor, shall be indemnified out of the funds of the Company against all claims and it shall be the duty of the Directors, out of the funds of the Company, to pay all costs, charges, losses, and damages which any such person may incur or become liable to by reason of any such contract entered into or act or thing done, about the execution or discharge of his duties or supposed duties except such, if any, as he shall incur or sustain through or by his own willful act, neglect or default including expenses and in particular and so as not to limit the generality of the forgoing provisions, against all liabilities incurred by him as such director, manager, officer or auditor in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 633 of the Act in which relief is granted to him by the court. Article 156 provides that: Individual responsibility Subject to the provisions of the Act, no Director, Auditor or other officer of the Company shall be liable for the act, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Director for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damages arising from the bankruptcy, insolvency or tortuous act of any person, firm or company to or with whom any moneys, securities or effect shall be entrusted or deposited or for any loss occasioned by any error or judgment, omission, default or oversight on his part or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of the duties of this office or in relation thereto unless the same shall happen through his own dishonesty. Article 157 provides that: Secrecy

No member shall be entitled to visit or inspect any works of the Company without the permission of the Directors or to require discovery of or any information respecting any details of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade, secret process or any other matter which may relate to the conduct of the business of the Company and which, in the opinion of the Directors, it would be inexpedient in the interest of the Company to disclose.

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SECTION XI - OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following Contracts (not being contracts entered into in the ordinary course of business carried on by Our Company or entered into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material have been entered or to be entered into by Our Company. These Contracts, copies of which will be attached to the copy of the Red Herring Prospectus, delivered to the RoC for registration and also the documents for inspection referred to hereunder, may be inspected at the registered office of Our Company situated 624, Urla Industrial Area, Raipur – 493221, Chhattisgarh from 11.00 hours to 15.00 hours on any working day, excluding Saturday and Sunday from the date of this Draft Red Herring Prospectus until the Bid/Offer closing date.

I. MATERIAL CONTRACTS

1. Memorandum of Understanding dated 27th July 2006 with UTI Securities Limited, appointing them as Book Running Lead Manager to the Issue.

2. Memorandum of Understanding dated 7th September 2006 signed with Bigshare Services Private Limited, appointing them as Registrar to the Issue.

3. Tripartite Agreement dated [•] between Our Company, Bigshare Services Private Limited and NSDL.

4. Tripartite Agreement dated [•] between Our Company, Bigshare Services Private Limited and CDSL.

5. Copies of the agreements enterd by Our Company as detailed in the Section “Other Agreements”.

6. Copies of Non-Compete Agreements entered into with Uma Infrastructure Private Limited, Ind Mineral Explorers Private Limited, Ind Power Limited and Satish Goel Enterprises Private Limited.

II. DOCUMENTS FOR INSPECTION

1. Memorandum and Articles of Association of Ind Synergy Limited.

2. Certificate of Incorporation of Our Company dated 28th March 1985.

3. Fresh Certificates of Incorporation dated 1st September, 1993, 4th November, 1993, 1st September, 1994 and 21st September, 2005 consequent on change of name.

4. Resolution passed under Section 81(1A) of the Act, at the Annual General Meeting of Our Company held on 29th June 2006 for 200 Lacs Equity Shares and for additional 50 Lacs Equity Shares through EGM held on 16th September 2006.

5. Resolution Passed by the Board of Directors for the proposed Public Issue at their meeting held on 31st May 2006 for 2,00,00,000 equity shares and on 16th September 2006 for additional 50,00,000 equity shares.

6. Consent from the Directors, Company Secretary, Compliance Officer, Auditor, Book Running Lead Manager, Registrars to the Issue, Bankers to the Issue, Bankers to Our Company, Underwriters, Legal Advisor to the issue, Appraiser to act in their respective capacities.

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7. Certificate dated 18th September 2006 from M/s Deshpande Malu & Co., Chartered Accountants Statutory Auditors of Our Company detailing the tax benefits.

8. Auditor’s report dated 19th September 2006 from M/s Deshpande Malu & Co., Chartered Accountants, Statutory Auditors of Our Company as included in the Draft Red Herring Prospectus.

9. Copy of the Auditors Certificate dated 22nd September 2006 regarding the sources and deployment of funds as on 31st August 2006.

10. Consent from the Statutory Auditor to include the Auditor’s Report, Tax Benefit Certificate and Deployment Certificate in the Draft Red Herring Prospectus.

11. Copies of Annual Reports of Our Company for, FY 2002, FY 2003, FY 2004, FY 2005 and FY2006.

12. Copies of Initial Listing Application made to the Bombay Stock Exchange Limited

and The National Stock Exchange of India Limited. 13. Copy of in-principal approval received from Bombay Stock Exchange Limited and

The National Stock Exchange of India Limited dated [•] and [•] respectively.

14. SEBI observation letter no. [•] dated [•].

15. Copies of the Resolution appointing Mr. Satish Goel as Executive Chairman and Mr. Aditya Goel as Managing Director.

16. Copy of Appraisal Report of SBI Capital Markets Limited dated 9th January 2006.

17. Copy of the Term Loan sanction letters from Banks for the proposed Project as detailed in the Section “Objects of the Issue”.

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