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issuer and the offer including the risks involved. The securities have not been recommended orapproved by Securities and Exchange Board of India nor does Securities and Exchange Board ofIndia guarantee the accuracy or adequacy of this document”.Investors are advised to refer to the page no.----- for the statement on risk factors pertaining tothis offer.ISSUER'S ABSOLUTE RESPONSIBILITY"The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms thatthis Offer Document contains all information with regard to the Issuer and the issue, which ismaterial in the context of the issue, that the information contained in this Offer Document is trueand correct in all material respects and is not misleading in any material respect, that the opinionsand intentions expressed herein are honestly held and that there are no other facts, the omissionof which makes this document as a whole or any of such information or the expression of anysuch opinions or intentions misleading in any material respect.LISTING ARRANGEMENTSApplications have been made to the Stock Exchanges at Pune Stock Exchange Ltd. (DesignatedStock Exchange) and Hyderabad Stock Exchange for permission to deal in and for an officialquotation in respect of the Equity Shares being offered in terms of this Prospectus.LEAD MANAGER TO THE ISSUEARYAMAN FINANCIAL SERVICES LIMITEDSEBI Regn No. - INM 000006807208, Maker Chambers V, 2 nd Floor,Nariman Point,Mumbai – 400021

Tel : (022) 2282 64 64, 2288 3134Fax : (022) 22882590.e-mail : afsl@vsnl.comREGISTRARS TO THE ISSUEBIGSHARE SERVICES PVT. LTD.SEBI REG. NO. INR 1385E-2 Ansa Industrial EstateSaki Vihar Road,Saki Naka, Andheri EastMumbai – 400072Tel : 28523474/28360652Fax : 28525207email : bigshare@bom7.vsnl.net.inISSUE OPENS ON :ISSUE CLOSES ON :EARLIEST CLOSING DATE :

I N D E XParticularsPage Nos.Risk Factors & Management’s Perception 4-7Part - IGeneral Information 8-9Capital structure of the Company 12-13Terms of the Present Issue 15Particulars of the Issue 22Company, Management and Project 27-30Financial Performance of the Company 46-49Stock Market Data & Basis for Issue Price 51-53Outstanding Litigation, Defaults, Adverse Events and Material 52DevelopmentsOther MattersRisk Factors & Management’s perception thereof 53-55Part – IIGeneral Information 56Financial Information 60-63Statutory and Other Information 64Main provisions of the Articles of Association of the Company 66-69Material Contracts and Documents for Inspection 70PART – IIIDeclaration 71DEFINITIONSApplication FormArticlesBOD / BoardCompany, Issuer,Draft Offer DocumentIssue/OfferIssue Opening DateIssue Closing DateIssue PeriodMemorandumPublic Issue AccountThe form in terms of which the investors shall apply for the Equity Shares of thecompany.Articles of Association of Ken Software Technologies Ltd.Board of Directors of Ken Software Technologies Ltd. or a committee thereofKen Software Technologies Ltd.This document which is not a Prospectus under section 60 of the Companies Act,1956.Public Issue of 63,01,667 Equity Shares of Rs.10/- each at a premium of Rs.5/-per Shares aggregating to Rs. 945.25 lacs.The date on which the issues opens for subscription.The date on which the issue closes for subscription.The period between the Issue Opening Date and Issue Closing dateMemorandum of Association of the company i.e. Ken Software TechnologiesLimited.Account opened with Bankers to the Issue for collection of Application Money.

Designated StockExchangesRegistrars to the IssueThe Pune Stock Exchange and Hyderabad Stock ExchangeBigshare Services Pvt. Ltd.

ABBREVIATIONSAGMAnnual General Meeting.BABeneficiary AccountBV / NAVBook value / Net asset valueCDSLCentral Depository Services (India) Ltd.DPDepository Participant.EPSEarnings Per Share.FIIsForeign Institutional Investors, who are registered with SEBI.GOIGovernment of India.I.T.Act Income-tax Act 1961.KSTLKen Software Technologies Ltd.NRI(s)Non-Resident Indian (s)NSDLNational Securities Depository LimitedOCB(s)Overseas Corporate Bodies as defined under Indian lawsRBIReserve Bank of India.ROCRegistrar of Companies.SEBISecurities and Exchange Board of India constituted under theSecurities and Exchange Board of India Act, 1992 (as amended)The ActThe Companies act, 1956 (as amended from time to time)U.KUnited KingdomUSUnited states Of AmericaIn the Draft Offer Document all reference to “Rs” refer to Rupees, the lawful currency of India,reference to one gender also refers to another gender and the word “Lakh” or “Lac” means “onehundred thousand” and the word “million” means “ten lac” and the word “crore” means “tenmillion”.RISK FACTORS & MANAGEMENT’SPERCEPTION TO THE RISK FACTORSFACTORS INTERNAL TO THE COMPANY1. The Company is promoted by first generation entrepreneurs and therefore the project bearsall the risks associated with such ventures.Management Perception:

Though the promoters are first generation promoters, they have varied experience and areconfident of establishing themselves in this line of activity in a large scale.2. The Registered Office and the corporate office has been changed from 11-Rayfreda, 2 ndFloor, Sir Vasanji Marg, Chakala, Andheri (E), Mumbai-400 093 to its present address sinceJanuary 1, 2003. This office has been taken on lease for a period of 3 years from Mrs. NinaRanka who is a Promoter of the company and is also related to Mr. Kamal Ranka, a Directorof the company.Management Perception :A formal lease agreement for 3 years wef January 1, 2003, is in place between the companyand Mrs. Nina Ranka..3. The core promoters do not have much experience in the Software Business and the Companydepends to a significant degree upon the contributions of Senior Management and certain KeyTechnical, Research and Development and Sales and Marketing Personnel. The loss of anysuch key person could have a material adverse effect on the Company’s business, financialconditions and result of operations.Management Perception:The company will be implementing continuous efforts for retaining its employeesthrough performance-based rewards, training programs, and developing a healthyorganizational culture.

4. The company had initially during December 2000 filed its draft prospectus with SEBI for apublic issue of Rs. 540.00 lacs for setting up a software development centre in Mumbai andagain refilled the draft prospectus during Feb 2002. The Company had received SEBIobservations for its issue but had not proceeded with the sameManagement PerceptionThe company deferred its public issue due to bad market conditions prevailing at that time.5. One of the promoters, Mrs. Nina Ranka, is a Director of Rapid Investments Ltd., which is inthe ‘Z’ Category of the Bombay Stock Exchange.Management PerceptionMrs. Nina Ranka holds less than 5% of equity of Rapid Investments Ltd. She is also notinvolved in therunning of the day to day affairs of the company.6. The shares of the company are to be listed only on the Pune and the Hyderabad Stockexchanges and not on the Mumbai Stock exchange, hence the liquidity in shares of thecompany may not be high.7. The company has presently not complied with the requirements relating to CorporateGovernance.Management PerceptionThe requirements relating to Corporate Governance are presently, compulsorily, to befollowed only by listed companies and the company shall also follow the same once its sharesare listed on the stock exchanges.8. The proposed project is mainly financed by the present issue of equity shares and any delayin raising funds from the public issue will adversely affect the implementation andperformance of the project.Management PerceptionThe Company is in the field of Software for past five years and is performing well. So anydelays in raising funds from the public issue would not adversely effect the implementationand performance of the project.9. Cost of project and means of finance has not been appraised by any bank or financialInstitution and are based on the Company’s own estimates. The deployment of fundscollected in this issue will be at the sole discretion of the management of the company. Thusthere will be no independent Body monitoring the use of Proceeds and the Utilisation of issueproceeds is at the total discretion of the management.Management PerceptionThe promoters are experienced in the field and they are confident of viability of the project.10. The Company has made SWOT analysis of its operation vis-à-vis that of Software Industry inwhich the company is exposed to certain threats and weaknesses.

Management PerceptionThe SWOT analysis is general in nature and is applicable to any software company.11. The name of the company was changed from Kamakshi Yarns Private Limited to KenSoftware Technologies Private Limited on 22.02.2000 and from Ken Software TechnologiesPrivate Limited to its present name i.e. Ken Software Technologies Limited on 10.05.2000.Management perceptionThe name of the Company was changed to incorporate the words “Ken SoftwareTechnologies” in order to reflect that software technologies had become the true business ofthe Company.12. The company is yet to apply for the approvals from Videsh Sanchar Nigam Limited forsetting up the IPLC.Management perceptionNew players are coming in and the Company expects better pricing in future.13. The Authorised share capital of the company has been increased from Rs. 800.00 lacs to Rs.1140.00 lacs vide resolution passed on 15 th July, 2003, but the ROC formalities for the sameare yet to be completed.Management perceptionThe Company is in the process of complying with the ROC formalities for increase in theauthorized share capital.14. Under the Companies Act, 1956, it is mandatory to appoint a Company Secretary fora company having paid up capital of not less then Rs. 2 Crores. But the Company stillhas not appointed a Company Secretary.Management PerceptionThe Company is still in the process of appointing a suitable candidate for the position ofCompany secretary but has not found one till date.EXTERNAL TO THE COMPANY1. Any adverse change in government policies in relation to software industry may affect theperformance and profitability of the Company.Management Perception : Government of India has identified software industry as itsthrust area and incentives are being provided to encourage the industry. Hence theCompany does not foresee any adverse policy changes that could be detrimental to itsgrowth.2. Call Centre & BPO Business is in its evolution stage in this country and it may beadversely affected by any policy changes in the United States.3. Selection, recruitment and retention of skilled high quality manpower is crucial for thesuccess of the Company.Management Perception : The Company has already recruited about 45 technicalprofessionals and is in the process of recruiting high quality professionals for its expansionproject at the middle and lower levels of management.

4. The IT industry is prone to high risk of technological obsolescence.Management Perception : Continuous up-gradation of technical skills will enable theCompany to set off the technological obsolescence.5. The Company may face competition from established Companies and future entrants inthe industry.Management perception:The Company has its presence in niche areas with high growth potential and also allianceswith companies of global presence and ability to complete large projects. Thus theCompany will be able to withstand the pressure of competition from the other entities.6. Any fluctuation in the Foreign Exchange rates may have an impact on the financials of theCompany.7. Several large corporations are entering into the ITES Sector. Multi-national Companies aresetting up their own BPO Centers in India as a measure of Cost reduction.Management Perception:Although the competition could increase, the company is confident that it can approach themedium andsmall size corporate for getting continuous BPO orders.“Information Technology sector in which the company is operating in, is witnessingabnormally high valuation presently and possibilities cannot be ruled out that the same maynot continue in future”

PART – IKEN SOFTWARE TECHNOLOGIES LIMITED(Originally incorporated as KAMAKASHI YARNS PRIVATE LIMITED on 22nd October,1997with Registrar of Companies, Maharashtra. The name of the company was changed to KenSoftware Technologies Private Limited and fresh Certificate of incorporation was obtained on22-02-2000. Subsequently the name was converted into Ken Software Technologies Limited andfresh certificate of incorporation was obtained on 10-05-2000 in terms of the Companies Act,1956.)Registered & Corporate Office : 107, Turf Estate, E. Moses Road, Mahalaxmi,Mumbai – 400 011Ph. : 022 24950632 /33Fax: 022 24950634 e-mail : contact@keninfo.comwebsite : keninfo.comPUBLIC ISSUE OF 63,01,667 EQUITY SHARES OF RS.10/- EACH FOR CASH AT APREMIUM OF RS.5/- PER SHARE AGGREGATING TO RS. 945.25 LACS.I. GENERAL INFORMATIONKen Software Technologies Limited (hereinafter referred to as ‘the Issuer’ or ‘the Company’) isoffering for subscription 63,01,667 Equity Shares of Rs.10/- each for cash at a Premium of Rs.5/-per Share aggregating to Rs. 945.25 Lacs.AUTHORITY FOR THE PRESENT ISSUE

Pursuant to Section 81(1A) of the Companies Act, 1956, the present offer of 63,10,667 EquityShares has been authorised vide Special Resolution passed at the General Meeting held on27.10.03.LICENSES AND OTHER APPROVALSThe Company has received the following approvals1. Approval from R.B.I vide letter dated 08.04.1999 for Direct Investment in WhollyOwned Subsidiary in U.S.A , the approval number being BYWRA19990070.2. Approval from R.B.I vide letter dated 08.04.1999 for Direct Investment in WhollyOwned Subsidiary in U.K , the approval number being BYWRA1990071.The company is yet to apply for the approvals from Videsh Sanchar Nigam Limited for setting upthe IPLC.The company has applied for the approvals from the Department of Telecommunications forsetting up the call centre in Mumbai vide letter dated 23.06.2003.The company has received theapproval for the same.No further approvals from any Government Authority / Reserve Bank of India are required by theCompany to undertake the proposed activities save and except those approvals which may berequired to be taken in the normal course of business from time to time. It must be u0nderstoodthat in granting the above approvals the Government of India and Reserve Bank of India does notundertake any responsibility for the financial soundness of the undertaking or for the correctnessof any of the statements made or opinions expressed in this regard.ELIGIBILITY OF THE COMPANY TO ENTER THE CAPITAL MARKETSThe company is fulfilling the Eligibility criteria as per 2.2.1 of the SEBI Guidelines 2000, andsubsequent amendments thereto as shown herein below:1. Net Worth (30.10.2003- latest audited balance sheet) : Rs. 1060.48 Lakhs5 times pre issue net worth : Rs. 5302.40 LakhsIssue Size: Rs. 945.25 Lakhs

Thus the issue size does not exceed five times its pre issue net worth hence the company iseligible to come out with an issue as per SEBI Guidelines.2. The Company has a track record of distributable profits in terms of Section 205 of theCompanies act, 1956 for at least 3 out of immediately preceding 5 years.3. Net Tangible Assets:The Company has net tangible assets of at least Rs. 3 crore in each of the preceding 3 fullyears of which more than 50% is held in monetary assets, hence the Company has made firmcommitments to deploy such excess monetary assets in its project.4. The company has a pre-issue of net worth of at least Rs. 1 crore in the three full years(of 12 months each).PROHIBITION BY SEBIThe company, its Directors or any of the Company’s associates or Group Companies have notbeen prohibited from accessing the capital markets under any order or direction passed by SEBI.DISCLAIMER CLAUSESSEBI DISCLAIMER CLAUSEIT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFERDOCUMENTS TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUEDTHAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOTTAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANYSCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADEOR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONSEXPRESSED IN THE OFFER DOCUMENT. THE LEAD MERCHANT BANKER,ARYAMAN FINANCIAL SERVICES LIMITED HAS CERTIFIED THAT THE

DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATEAND ARE IN CONFORMITY WITH SEBI (DISCLOSURES AND INVESTORPROTECTION) GUIDELINES IN FORCE FOR THE TIME BEING. THISREQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMEDDECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUERCOMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACYAND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFERDOCUMENT, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUEDILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITSRESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THISPURPOSE, THE LEAD MANAGER, M/S.ARYAMAN FINANCIAL SERVICESLIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED31.07.2003 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS,1992, WHICH READS AS FOLLOWS :-I. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSERELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENTDISPUTES, DISPUTES WITH COLLABORATORS ETC., AND OTHERMATERIALS IN CONNECTION WITH THE FINALISATION OF THE DRAFTPROSPECTUS PERTAINING TO THE SAID ISSUE;II.ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSION WITH THECOMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES,INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNINGOBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICEJUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHERMATERIALS FURNISHED BY THE COMPANY,WE CONFIRM THAT :-A. THE OFFER DOCUMENT FORWARDED TO SEBI IS IN CONFORMITYWITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TOTHE ISSUE.

B. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAIDISSUE AND ALSO THE GUIDELINES, INSTRUCTIONS ETC., ISSUED BYSEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITYIN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; ANDC. THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE TRUE,FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE AWELL-INFORMED DECISION AS TO THE INVESTMENT IN THEPROPOSED ISSUE.III. WE CONFIRM THAT BESIDES OURSELVES, ALL THEINTERMEDIARIES NAMED IN THE PROSPECTUS ARE REGISTERED WITHSEBI AND THAT TILL DATE SUCH REGISTRATION IS VALID.IV. WE CERTIFY THAT WRITTEN CONSENT FROM SHAREHOLDERS HASBEEN OBTAINED FOR INCLUSION OF THEIR SECURITIES AS PART OFPROMOTERS' CONTRIBUTION SUBJECT TO LOCK-IN AND THESECURITIES PROPOSED TO FORM PART OF PROMOTERS'CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED / SOLD /TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTINGFROM THE DATE OF FILING THE DRAFT PROSPECTUS WITH THE BOARDTILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATEDIN THE DRAFT PROSPECTUS.THE FILING OF OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THECOMPANY FROM ANY LIABILITIES UNDER SECTION 63 OF THE COMPANIESACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OROTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THEPROPOSED ISSUE. SEBI, FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANYPOINT OF TIME, WITH THE LEAD MANAGER(S) (MERCHANT BANKERS) ANYIRREGULARITIES OR LAPSES IN OFFER DOCUMENT.GENERAL DISCLAIMERIt should be noted that Company accepts no responsibility for statements made otherwise than inthe Prospectus or in the advertisement or any other material issued by or at the instance of theCompany and that anyone placing reliance on any other source of information would be doing soat his / her own risk.

FILING OF PROSPECTUS WITH THE BOARD ANDROCA copy of this prospectus having attached thereto thedocuments required is filed with SEBI Mumbai, a copy ofthis prospectus, having attached thereto, the documentsrequired to be filed under Section 60 of the CompaniesAct, 1956, (hereinafter referred to as the "ACT") hasbeen delivered for registration with the Registrar ofCompanies, Maharashtra at Mumbai.A copy of the documents referred to elsewhere in the prospectus has been kept open for publicinspection at the Registered Office of the Company.LISTINGInitial listing applications have been made to the stockexchanges at Pune (the Designated Stock Exchange), andHyderabad for permission to deal in and for an officialquotation of the equity shares now being issued in terms ofthis Prospectus and for the existing equity shares of theCompany.In case the permission to deal in and for official quotation of the shares is not granted bythe Stock Exchanges, the Issuer shall forthwith repay without interest, all moniesreceived from applicants in pursuance of this Offer Document and if such money is notrepaid within 8 days after the day from which the Issuer is liable to repay it, the Issuershall pay interest as prescribed under Section 73(2) of the Act.

FICTITIOUS APPLICATIONSAttention of the applicants is specifically drawn to the provisions of Sub-section (1) of Section68-A of the Act, which is reproduced below:"Any person who –i) makes in a fictitious name an application to a Company for acquiring, orsubscribing for any Shares therein, orii)otherwise induces a Company to allot, or register any transfer of Shares therein to him, orany other person in a fictitious name, shall be punishable with imprisonment for a termwhich may extend to five years."MINIMUM SUBSCRIPTIONIf the Company does not receive the minimum subscription of 90% of the issued amount, on thedate of closure of the issue or if the subscription level falls below 90% after the closure of theissue on account of cheques having been returned unpaid or withdrawal of applications, theCompany shall forthwith refund the entire subscription amount received. If there is a delaybeyond 8 days after the Company becomes liable to pay the amount, the Company shall payinterest as per Section 73 of the Companies Act, 1956.CORPORATE GOVERNANCEThe SEBI Guidelines in respect of Corporate Governance Shall be applicable to the Companyimmediately upon listing of its shares on the various Stock Exchanges. The Company undertakesthat it shall take necessary steps to comply with all the requirements of the guidelines onCorporate governance as would be applicable to it upon listing of its shares. In this regard, theCompany will take steps to further broad base its Board of Directors and also set-up the necessarycommittees as per the requirements of the revised guidelines.ISSUE PROGRAMMETHE SUBSCRIPTION LIST WILL OPEN AT THE COMMENCEMENT OF BANKINGHOURS AND WILL CLOSE AT THE CLOSE OF BANKING HOURS ON THE DATES ASMENTIONED BELOW.

ISSUE OPENS ON :ISSUE CLOSES ON :EARLIEST CLOSING DATE :ISSUE MANAGEMENT TEAMLEAD MANAGER TO THE ISSUEARYAMAN FINANCIAL SERVICES LIMITEDSEBI Regn No. - INM 000006807208, Maker Chamber V, 2 nd Floor,Nariman Point, Mumbai – 400021Tel : (022) 2282 6464 , 2288 3134Fax : (022) 22882590.e-mail : afsl@vsnl.comREGISTRAR TO THE ISSUEBIGSHARE SERVICES PVT. LTD.SEBI REG. NO. INR 1385E-2 Ansa Industrial EstateSaki Vihar Road, Saki Naka,Andheri East, Mumbai – 400072

Tel : 28523474/28360652 Fax : 28525207Email : bigshare@bom7.vsnl.net.inAUDITORSM/S RAJESH AGARWAL & CO.Add:145, Dadyseth Agiary Lane,10-Shiv Niwas,Mumbai 400 002.Tel: 22089335

COMPANY SECRETARYThe Company is yet to appoint a Company Secretary and has stated that it would do so beforefiling the final prospectus with RoC.COMPLIANCE OFFICERMr. Nilesh Ambre107, Turf Estate, E. Moses Road,Mahalaxmi, Mumbai – 400 011BANKERS TO THE COMPANYSYNDICATE BANKNariman Bhavan,Ground Floor,Nariman Point,Mumbai-400 021.UNDERWRITERS TO THE ISSUEUnderwriting being optional, the Company does not propose to underwrite the issue.CREDIT RATINGAs the issue is of equity shares, credit rating is not required.TRUSTEES

Since the proposed issue is of equity shares only, trustee is not required to be appointed.BANKERS TO THE ISSUEII.CAPITAL STRUCTURE OF THE COMPANYPARTICULARSNOMINALVALUE(In Rupees)ISSUEPRICEA AUTHORISED114,00,000 Equity Shares of Rs.10/- each 11,40,00,000 11,40,00,000B ISSUED, SUBSCRIBED & PAID UP33,50,000 Equity Shares of Rs.10/- each 3,35,00,000 3,35,00,000C PRESENT ISSUE68,01,667 Equity Shares of Rs.10/- each for cash at a 6,80,16,670 10,20,25,005premium of Rs.5/- eachOUT OF WHICH5,00,000 Reserved For Promoters, Directors, 50,00,000 75,00,000Relatives, Friends & Associates.DNET OFFER TO PUBLIC63,01,667 Equity Shares of Rs.10/- each for cash at a 6,30,16,670 9,45,25,005premium of Rs.5/- eachE PAID UP CAPITAL AFTER THE ISSUE1,01,60,667 Equity Shares of Rs.10/- each 10,15,16,670FSHARE PREMIUM ACCOUNTBefore the issueAfter the issueNil3,40,08,335The company does not intend to retain any oversubscription in the issue.

NOTES :-a. The Promoters group presently holds 100% of the share capital of the Company. ThePromoter Group’s holding after the issue shall be 37.89 % of the Post Issue paid up capital.b. Details of Shares held by Promoter group and lock in period are as follows :-(i) Shares held by the Promoter group :-Date ofAllotmentDate whenmade fullypaidConsideration No. ofSharesFaceValueIssuePrice%age ofPost IssueCapitalLockindetails(Rs.) (Rs.)17/10/1997 17/10/1997 Cash 200 10 10 Negligible 1 year24/10/1997 24/10/1997 Cash 500000 10 10 4.92 1 year27/10/1997 27/10/1997 Cash 549300 10 10 5.41 1 year03/04/1999 03/04/1999 Cash 150000 10 10 1.48 1 year15/04/1999 15/04/1999 Cash 300000 10 10 2.95 1 year01/03/2000 01/03/2000 Cash 500 10 10 Negligible 1 year24/10/2000 24/10/2000 Cash 319667 10 10 3.15 1 year24/10/2000 24/10/2000 Cash 179833 10 10 1.77 3 years4/12/2000 4/12/2000 Cash 750500 10 10 7.39 3 years7/12/2000 7/12/2000 Cash 600000 10 10 5.90 3 yearsTo be500000 10 15 4.92 3 yearsallottedTotal 3850000 37.89The lock-in-period for the shares would commence from the date of allotment of this issueor from the date of commencement of commercial operation as mentioned elsewhere inthe prospectus, whichever is later.c. Details of contribution and lock-in in respect of promoters whose name figure in theparagraph on “promoters and their background” :-Sr.no.Name of thepromoterDate ofallotmentDatewhenmadefully paidupConsiderationNo. ofsharesFaceValueIssueprice% of postissue paidup capitalLock inperiod1. Nina Ranka * 01/03/00 01/03/00 Cash 100 10 10 Negligible 3 years24/10/00 24/10/00 Cash 249500 10 10 2.45 3 years

2. Arun Jain 17/10/97 17/10/97 Cash 100 10 10 Negligible 1 year3. Nina Ranka * 24/10/97 24/10/97 Cash 500000 10 10 4.92 1 year& Arun Jain27/10/97 27/10./97 Cash 549300 10 10 5.40 1 year03/04/99 03/04/99 Cash 19767 10 10 1.48 1 year03/04/99 03/04/99 Cash 130233 10 10 1.48 3 years15/04/99 15/04/99 Cash 300000 10 10 2.95 3 years04/12/00 04/12/00 Cash 360000 10 10 3.54 3 years04/12/00 04/12/00 Cash 390500 10 10 5.24 3 years07/12/00 07/12/00 Cash 600000 10 10 5.90 3 yearsThe lock-in-period for the shares would commence from the date of allotment of this issueor from the date of commencement of commercial operation as mentioned elsewhere inthe prospectus, whichever is later.* Mrs. Nina Ranka became a Promoter of the company wef 1/10/2003, by virtue oftransfer to her of the entire equity holding in the company of a former Promoter, Mr.Prakash Dhandhia.

d. List of top 10 Shareholders of the Company :-Sr.No.Name of the Top TenShareholdersNumber of Shares heldTen days priorto date of filingwith SEBIOn the dateof filing withSEBITwo years priorto filing withSEBI1. Nina Ranka jointly with 2849800 2849800 1049300Arun Jain2. Nina Ranka 449700 449700 1003. Arun Jain 100 100 1004. Arun Ajmera 100 100 ----5. Nirav Rathod 100 100 ----6. Virendra S. Shekavat 100 100 ----7. Jitendra Nigam 100 100 ----Total 3350000 3350000 1049500e. Details of Sale / Purchase / Financing of Shares by Promoters / DirectorsThe Promoters Group / Directors have not purchased and or sold / financed any shares ofthe Company during the past six months. The Promoters, Directors and Lead MerchantBanker of the Issue have not entered into any buy-back or "similar" arrangement for thesecurities being issued through this prospectus.f. Bridge LoansThere are no "Bridge loans". Expenses on the project are being incurred from promoter’sequity and Internal Accruals.g. Commitment of Issue of Shares in Future.The Shareholders of the Company do not hold any warrant, options, convertible loan or anydebenture which would entitle them to acquire further shares of the Company.h. In terms of SEBI clarification No VIII, a minimum of 50% of the net Issue to the Publicshall be made available for Allotment to individual applicants who have applied for 10marketable lots or less than 10 marketable lots Shares. The balance 50% of the net Issue to

the public shall be made available for Allotment to investors including corporate bodies /institutions and individual applications who have applied for more than 10 marketable lotsShares. The un-subscribed portion of the net Issue to any one of the above categories shallbe made available for allocations in other categories, if so required.i. In the event of over-subscription, the process of rounding off to the nearest multiple of 100shares during allotment may result in the actual allocation being higher than the equityshares being offered. Final allotment may therefore be increased by a maximum of 10% ofthe net offer to the public.j. No single applicant can make an application for number of securities which exceeds thesecurities offered.k. As on 31 st October, 2003 total paid up capital is Rs.335.00 Lacs. Total numbers ofShareholders are 9.l. The Share holding pattern of the Company as on and the likely shareholding pattern afterallotment of equity shares in the issue is as follows:S. No. Category of the ExistingAfter the OfferShareholdersNo. % No. (Shares) %(Shares)1 Promoter & its associates 3350000 100% 3850000 37.892 Public - 6301667 62.11TOTAL 3350000 100% 10160667 100.00

m. Details of Increase in Authorised Share Capital are as follows :Increased from Increased to RemarksRs.105 lacs Rs.300 lacs Passed in the EGM 3 rd April ,1999Rs.300 lacs Rs.800 lacs Passed in the EGM 20 thNovember, 2000Rs. 800 lacs Rs.1140 lacs Passed in the EGM 15 th July, 2003(ROC formalities are yet to becompleted)n. The marketable lot will be of 1 share.o. The promoters` contribution has been brought in denomination of minimum Rs.25,000 per application from each individual and minimum Rs. 1,00,000 from firmsand companies (not being business associates like dealers and associates) asapplicable. No shares forming part of the Promoters` contribution consist of anyprivate placement made by solicitation of subscription from unrelated persons eitherdirectly or indirectly. Specific written consent has been obtained from the Promotersin respect of the lock-in on their respective shareholding.III.TERMS OF THE PRESENT ISSUEAUTHORITY FOR THE PRESENT ISSUEThe present issue of Equity shares is being made pursuant to a resolution passed by theshareholders under section 81(1A) of the Act at the general meeting held on 27.10.03.PRINCIPLE TERMS AND CONDITIONS OF THE ISSUE

The Equity Shares being issued are subject to the terms of this Prospectus, the terms andconditions contained in the Application Form, the Memorandum and Articles ofAssociation of the Company, provisions of the Act, other applicable Acts and the Lettersof Allotment / Equity Share Certificates or other documents and the Guidelines issuedfrom time to time by the Government of India and SEBI.DESCRIPTION OF THE INSTRUMENTFACE VALUEEach Equity Share shall have a face value of Rs.10/-TERMS OF PAYMENTPromoters & Associates - Rs. 15/- per share on application.Indian Public - Rs. 15/- per share payable as follows :-ParticularsTowards ShareCapitalTowards SharePremiumTotal(Rs.)On Application 5.00 2.50 7.50On Allotment 5.00 2.50 7.50TOTAL 10.00 5.00 15.00RANKING OF EQUITY SHARESThe Equity Shares to be issued vide this prospectus shall be subject to the Memorandum &Articles of Association of the Company and shall rank pari-passu with the existing equity sharesof the company in all respects including dividend.RIGHTS OF THE MEMBERS1. Right to receive dividend if declared.

2. Right to attend general meeting and exercise voting rights unless prohibited by law.3. Right to vote either personally or by proxy.4. Right to receive offer for rights shares and be allotted bonus shares.5. Right to receive surplus on liquidation.6. Right to nominateALLOTMENT MONEY AND FORFEITUREFailure to pay the amount due on allotment on or before the appointed date for payment thereofwill render the allotee liable to pay interest at the rate of 15% per annum or such other lower rateas the Board of Directors may determine on the amount outstanding from the date so appointedfor payment thereof to the time of actual payment and will also render the Equity Shares includingthe amount already paid liable for forfeiture in terms of the Articles of Association of thecompany.INSTRUCTIONS FOR APPLICANTSHOW TO APPLYA) AVAILABILITY OF PROSPECTUS & APPLICATION FORMSApplication forms along with Memorandum containing salient features of the prospectusmay be obtained from the Registered office of the Company, Lead Managers, Brokers andBankers to the Issue named herein or from their branches, as stated in the ApplicationForm. A copy of the Prospectus may be obtained from the Lead Manager to the7 issue orfrom the Registered office of the Company.B) WHO CAN APPLYApplications may be made by :-a. Indian nationals resident in India who are not minor, in single or joint names (not morethan 3)b. Hindu Undivided Families in the individual name of the Karta.

c. Companies, Corporate bodies and Societies registered under the applicable law in Indiaand authorised to invest in the shares.d. Indian Mutual Funds registered with SEBI, Indian Financial Institution, CommercialBanks and Regional Rural Banks, Co-operative Banks may also apply subject topermission from RBI.C) PROCEDURE OF MAKING APPLICATIONApplication By Resident Indian PublicApplication must be :-a. Made only in the prescribed application form accompanying the memorandum.b. Completed in full in block letters in English except signatures in accordance with theinstructions contained herein and in the application form. Applications not so made are liableto be rejected.c. For a minimum of 200 equity shares and in multiples of 100 thereafter.d. In the name of Resident Indian Individuals, limited companies, statutory corporations /institutions incorporated in India, Indian Mutual Funds registered with SEBI and Banks.Applications in the name of minors, foreign nationals, Trusts not registered under theSocieties Registration Act, 1860, or any other Trust laws, partnership firms or their nomineeswill be treated as invalid.e. Applicants residing at places where no collection centres have been opened may submit / mailtheir applications at their sole risk along with application money due there unto by DemandDraft to the Registrar to the Issue, superscribing the envelope "KEN SOFTWARETECHNOLOGIES LIMITED - PUBLIC ISSUE" so as to reach the Registrar on or before theclosure of the Subscription List. Such demand drafts should be payable at -------------- only.The charges, if any, for purchase of the demand draft will have to be borne by the applicant.f. All cheques / bank drafts accompanying the application should be crossed " A/c payee only"and made payable to any of the Bankers to the Issue and lodged at any of their nominatedbranches and should bear the words "BANK NAME A/C. KEN SOFTWARETECHNOLOGIES LIMITED - PUBLIC ISSUE". However Stock Invests should be marked“KEN SOFTWARE TECHNOLOGIES LIMITED”.g. Applicants should indicate the application numbers on the reverse of the instrument throughwhich the payment is made.h. Thumb impression or signature in language other than English, Hindi or any other languagespecified in the 8th Schedule of the Constitution of India must be attested by Magistrate orNotary Public or a special Executive Magistrate under his official seal.i. All communications should be addressed to the Registrar to the Issue.j. The applicant should mention the Application Form number on the reverse of the instrumentthrough which payment is made.

For further instructions please read Application Form carefully.D) INSTRUCTIONS FOR PAYMENTPayments should be made in cash or cheque or demand draft drawn on any Bank (including a CooperativeBank) which is situated at and is a member or a sub-member of the Bankers’ "ClearingHouse" located at the Centres (indicated in the Application Form) where the Application isaccepted. A Separate cheque /demand draft should accompany each Application. Applicants arerequested to mention the number of application form on the reverse of the instruments, to avoidmisuse of the instrument.Money orders, postal orders, outstation cheques or demand drafts, cheques / draft drawn on banksnot participating in the "clearing" will not be accepted and applications accompanied with suchinstruments may be rejected. Bank charges, if any for the purchase of the instrument will have tobe borne by the applicant.In case payment is effected in contravention of the conditions mentioned herein, the applicationmoney will be refunded and no interest will be paid thereon.APPLICATION(S) WILL NOT BE ACCEPTED BY THE LEAD MANAGERS ORREGISTRAR TO THE ISSUE.JOINT APLICATIONAn application may be made in single or joint names (not more than three)as mentioned elsewherein the prospectus. In case of a joint application, refund pay order (if any) and dividend/warrantsetc. will be made out in favour of the first applicant.All communication will be addressed to the applicant whose name appears first and will bedispatched to the first applicant’s address stated in the Application Form.MULTIPLE APPLICATIONSAn applicant should submit only one application (and not more than one) for the total number ofequity shares required. Applications may be made in single or joint names (not more than three) .Two or more applications, in single and or in joint names will be deemed to be multiple

applications if the sole and or the first applicant is one and the same. However separateapplications can be made in respect of each scheme of Indian Mutual Fund registered with SEBIand that such applications will not be treated as multiple application provided that the applicationsmade by the AMC/TRUST/CUSTODIAN clearly indicate their intention as to each schemeconcerned for which application has been made. The Board reserves the right to reject in it’sabsolute discretion all or any multiple applications.APPLICATION UNDER POWER OF ATTORNEYIn case of applications under power of attorney or by limited companies or body corporates orsocieties, the relevant power of attorney or the relevant resolution or authority to make theapplication, as the case may be, together with a certified true copy thereof along with a copyMemorandum and Articles of Association and / or byelaws must be attached to the applicationform at the time of making the application or lodged for scrutiny separately indicating the serialnumber of the application form with the Registrars to the issue.DISPOSAL OF APPLICATION AND APPLICATION MONEYNo receipt will be issued for application money. However, the Bankers to the issue receiving theapplication will acknowledge the receipt of the application by stamping and returning thedetachable acknowledgement slip appended to each application.The sum received in respect of the issue will be kept in separate bank accounts and the Companywill not have any access to the funds unless approval of the Regional Stock Exchange i.e. ThePune Stock Exchange is obtained for the Basis of Allotment and Listing Approval from the StockExchanges where listing is proposed.The Company reserves the full unqualified and absolute right to accept or reject any application inwhole or part and in either case without assigning any reason thereof.SHARE CERTIFICATES / ALLOTMENT LETTERS / REFUND ORDERSThe Company shall dispatch, Letter(s) of Allotment/Share Certificate(s) and/or Letters of Regrettogether with Refund Orders/Pay Orders, if any, within 10 weeks from the closure of the Issue tothe Sole / first named applicant at his/her sole risk. In case of delay in refund of such amountbeyond the stipulated period, the Company will pay interest to the applicants at the prescribedrates as per the provisions of Section 73 of the Act'.

The Company shall ensure dispatch of Refund Orders of value up-to Rs.1,500/- under Certificateof Posting and those over Rs.1,500/- and Share Certificates by registered post only and thatadequate funds for the purpose will be made available to the Registrars to the Issue.Where the permission has been applied for dealing and listing of the equity shares in the stockexchanges referred to above and if such permission has not been granted by the Stock Exchangewithin 78 days of closure of the Issue, then the Company shall forthwith repay with interest allmonies received from applicants in pursuance of this letter of Issue and if any such money is notrefunded within 8 days after the Company becomes liable to repay it (i.e. from the date of refusalor within 70 days from the closure of the subscription list, whichever is earlier), the Company andevery Director of the Company who is an officer in default, shall on and from the expiry of the 8days be jointly and severally liable to repay the money with interest @15 % p.a. If however anappeal against the decision of any recognised Stock Exchange refusing permission for the sharesto be dealt in the Stock Exchange has been preferred under Section 22 of the Securities ContractRegulation Act, 1956 any Allotment made under this letter of Issue shall not be void until theappeal is dismissed.INTEREST IN CASE OF DELAY IN DESPATCH OFALLOTMENT LETTERS / REFUND ORDERSThe company agrees that as far as possible allotment of securities offered to public shall be madewithin 30 days of the closure of public issue. The company further agrees that it shall pay interest@15% per annum if the allotment letters/ refund orders have not been dispatched to theapplicants within 30 days from the date of closure of the issue.GENERALApplicants are advised that it is mandatory for them to indicate in the space provided in theapplication form, details regarding their Savings Bank / Current Account Numbers and the nameof the branch of the bank to which they want the proceeds of refund to be credited. Applicationsnot containing such details are liable to be rejected.Where an application is for allotment of equity shares for a total value of Rs.50,000/- or more i.e.the total number of securities applied for multiplied by the Issue price is Rs.50,000/- or more, theapplicant or in the case of applicants in joint names, each of the applicants should mention hispermanent account number allotted under the Income Tax Act, 1961 or where the same has notbeen allotted, the GIR number and the Income Tax Circle / Ward / District should be mentioned.In case where neither the permanent account number nor the GIR number has been allotted, the

fact of non-allotment should be mentioned in the application form. Application forms without thisinformation will be considered incomplete and will be liable to be rejected.Having regard to Provision of Section 269SS of the Income Tax Act, 1961, the subscriptionagainst the equity shares application for an amount of Rs.20,000/- or more should not be effectedin cash and must be offered only by an A/c. payee cheque / bank draft . In case payment iseffected in contravention of the provisions, the application is liable to be rejected and applicationmoney will be refunded without interest.A separate cheque / bank draft must accompany each application form.BASIS OF ALLOTMENTIn the event of the public Issue being oversubscribed, the allotment will be on a proportionatebasis subject to market lots as explained below: -a. A minimum 50% of the net Issue to the Indian public will be made available for allotmentin favour of those individual applicants who have applied for 10 marketable lots EquityShares or Less. This percentage may be increased in consultation with the Regional StockExchanges depending on the extent of response to the Issue from investors in this category.In case allotments are made to a lesser from investors in this category. In case allotmentsare made to a lesser extent than 50% because of lower subscription in the above category,the balance Equity Shares would be added to the higher category and allotment made on aproportionate basis as per relevant SEBI Guidelines.b. The balance of Net Issue to Indian Public shall be made available to investors includingcorporate bodies/institutions and individual applicants who have applied for allotment ofmore than 10 marketable lots.c. The un-subscribed portion of the net issue to any of the categories specified in (a) or (b)shall be made available for allotment to applicants in the other category, if so required.d. Applicants will be categorised according to the number of equity shares applied for.e. The total number of equity shares to be allotted to each category as a whole shall bearrived at on a proportionate basis i.e. the total number of shares applied for in thatcategory (number of applications in the category multiplied by the number of equity sharesapplied for) multiplied by the inverse of the over subscription ratio.f. Number of equity shares to be allotted to the successful allottees will be arrived at on aproportionate basis i.e. total number of equity shares applied for by each applicant in thatcategory multiplied by the inverse of the over subscription ratio.g. In all the applications where the proportionate allotment works out to less than100 equityshares per applicant in the allotment shall be made as follows :-i. Each successful applicant shall be allotted a minimum of 100 equityshares, and

ii. The successful applicants out of the total applicants of that category shallbe determined by draw of lots in such a manner that the total number of equity sharesallotted in that category is equal to the number of equity shares worked out as per (b)above.h. If the proportionate allotment to an applicant works out to a number that is more than 100but is not a multiple of 100 (which is the marketable lot) the number in excess of themultiple of 100 would be rounded off to the higher multiple of 10 if that number is 50 orhigher. If that number is lower than 50, it would be rounded off to the lower multiple of100. All applicants in such categories would be allotted equity shares arrived at after suchrounding off.If the equity shares allocated on a proportionate basis to any category is more than the equityshares allotted to the applicants in the category, the balance available equity shares for allotmentshall be first adjusted against any other category where the allotted equity shares are notsufficient for proportionate allotment to the successful applicants in that category. The balanceequity shares if any, remaining after such adjustment will be added to the category comprising ofapplicants applying for minimum number of equity shares.As the basis of allotment is on proportionate basis, in the process of rounding off to the nearestmultiple of 100, the issue size may increase by a maximum of 10% of the net offer to IndianPublic.In the event of over subscription, the Lead Manager to the issue and the Registrar to the issueshall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner.DEPOSITORY OPTION TO INVESTORSAs per the provisions of the Depositories Act, 1996, the shares of a body corporate can bein a dematerialized form, i.e. not in the form of physical certificates but be fungible andbe represented by the statement issued through electronic mode. The Company will alsoopt for this method subject to investors exercising their option to hold the shares indematerialized form, for which necessary columns have been provided in the respectiveApplication Forms. The investor has an option either to receive the security certificate orto hold the securities with depository.The Company has already applied to NSDL and CDSL for allotment of ISDN Number.a A tripartite agreement has been signed between the Company, the Registrar and thedepository viz NSDL (agreement dated ------), CDSL (agreement dated ---------).b Investors have an option to seek allotment of equity shares in electronic mode and / orphysical mode.

cdefSuch an option if exercised should be indicated in the relevant blocks in the share applicationform itself.Application for electronic and physical shares by the same first applicant will result inrejection of application for shares in the electronic mode and only the application for physicalmode will be considered as a valid application.Investors who wish to apply for equity shares in the electronic form need to have at least oneBeneficiary Account with a Depository Participant prior to the application.Allotment Advice / Refund orders will be directly sent to the investors by the Registrar.g If incomplete / incorrect investor account details are given in the application form, it mayresult in issuance of physical Equity Share Certificate.h Responsibility for correctness of applicant's demographic details given in the ApplicationForm vis-à-vis those with his / her Depository Participant, would rest with the investor.ijklTrading in securities shall be in dematerialized form only for all the investors. Shares inelectronic form can be traded only in Stock Exchange having electronic connectivity withNSDL or CDSL.The application form shall contain space for indicating no. of shares subscribed for in dematand physical shares or both.No separate applications for demat and physical is to be made. If such applications are made,the applications for physical shares will be treated as multiple application and rejectedaccordingly.In case of partial allotment, allotment will be done in demat and balance, if any, will beallotted in physical shares.UNDERTAKING BY THE ISSUER COMPANYThe Issuer Company accepts that:a).b).c).d).the complaints received in respect of the Issue shall be attended to by the issuer companyexpeditiously and satisfactorily.all steps for completion of the necessary formalities for listing and commencement of tradingat all stock exchanges where the securities are to be listed shall be taken within 7 workingdays of finalisation of basis of allotment.the issuer company shall apply in advance for the listing of equities on the conversion ofDebentures/ Bondsthe funds required for dispatch of refund orders/allotment letters / certificates by registeredpost shall be made available to the Registrar to the Issue by the issuer company,

e).f).g).h).the promoters’ contribution in full , wherever required, shall be brought in advance before theIssue Opens for public subscription and the balance, if any, shall be brought in pro rata basisbefore the calls are made on public,The certificates of the shares / refund orders to the non-residents Indians shall be dispatchedwithin specified time.no further issue of securities shall be made till the securities offered through this offerdocument are listed or till the application moneys are refunded on account of non-listing,under subscription, etc.necessary co-operation with the credit rating agency(ies) shall be extended in providing trueand adequate information till debt obligations in respect of the instrument are outstanding.UTILISATION OF ISSUE PROCEEDSThe Board of Directors of the Company certifies that –i) All monies received out of this Issue to the Public shall be transferred to a separatebank account other than the bank account referred to in sub-section (3) of Section 73of the Act.ii)iii)Details of all monies utilised out of the Public Issue referred to in sub-item(i) shallbe disclosed under an appropriate separate head in the Annual Report of theCompany indicating the purpose for which such monies had been utilised; andDetails of all unutilised monies out of the Public Issue, if any, referred to in subitem(i)shall be disclosed under an appropriate separate head in the Annual Reportof the Company indicating the form in which such unutilised monies have beeninvested.DECLARATION:The Board of Directors of the Company declare that :i. The utilisation of monies received under promoters contribution and from firmallotments and reservations shall be disclosed under an appropriate head in the BalanceSheet of the company indicating the purpose for which such monies have been utilised.ii.The details of all unutilised monies out of funds received under promoterscontribution and from firm allotments and reservations shall be disclosed under aseparate head in the Balance Sheet of the company indicating the form in which suchunutilised monies have been invested.

TAX BENEFITSThe company has been advised by the Auditors of the company M/s Rajesh Agarwal & Co.,Chartered Accountants, vide their letter dated 10.07.03 that under the current provisions of theIncome Tax Act, 1961 and the existing laws for the time being in force, the following benefits,inter-alia, will be available to the company and the members :-To,The Board of DirectorsKen Software Technologies Ltd.107 / Turf Estate, Off. E.Moses Rd.,Shakti Mill Lane, Mahalaxmi (W),Mumbai- 400 011.Dear Sir,This has reference to your letter seeking our consent for incorporating Tax Benefits Statementgiven by us in the prospectus.Accordingly, we hereby give our consent for incorporating Tax Benefits Statement givenby us in the prospectus. In our opinion under the current Provision of the Income TaxAct, 1961 and the existing laws for the time being in force, the following benefits,interalia, will be available to the Company and the members.A. To the CompanyIncome Tax

1 As per Provision of Section 32 of the Income Tax Act, 1961, the Company is entitled toclaim depreciation on tangible and specified intangible assets as explained in the saidsection.2 The Company, in computing its Taxable Total Income, would, in accordance with andSubject to the conditions and amendments as proposed in the Present Budget, be entitledto a deduction. Under Section 80 HHE of the Act, at a certain specified percentage of theprofits derived by the company from the business of export or transfer by any means outof India of any software, (software and software rights). The profits derived from theabove referred export activities shall be the amount which bears to the Profit of theBusiness, the same proportion as the export turnover bears to the total turnover of thebusiness carried out by the company.The specified percentage of deduction available as per the proposed amendments is as under:FINANCIAL YEARPERCENTAGE OF PROFIT ELIGIBLE FORDEDUCTION UNDER SECTION 80HHE1 st April 2000 80%1 st April 2001 60%1 st April 2002 40%1 st April 2003 20%1 st April 2004 & onwards -3 Under Section 10(33) of the Income-Tax Act, 1961 dividend referred to in Section115-O of the Act received by the Company will be exempt from income-taxB. To the members of the companyIncome tax1 As per Section 10(33) of the Income Tax Act, 1961, any amount declared or paidby the Company by way of dividends as referred to in Section 115-O of the IncomeTax Act, 1961 is wholly exempt from tax in the hands of recipient.

2 As per section 112 of the Act, the tax on the long Term Capital Gain arising on the sale ofthe listed securities will be lower of 10% of Capital Gains (computed without indexationbenefits) or 20% of capital gains (computed with indexation benefits)3 In case of shareholders, being an individual or a Hindu Undivided Family, in accordancewith and subject to the conditions and to the extent specified in Section 54F of the Act, theshareholders will be entitled to exemption from Long Term Capitals Gains on sale of theirshares in the Company.4 Under Section 54EC of the Income Tax Act, 1961 Capital Gain arising on transfer of aLong Term Capital Asset shall be not charged to tax, to the extent represented byproportion of the capital gain, if invested for a period of 5years in specified asset asprovided in such section.5 In case of shareholder, being a Non-Resident Indian, in accordance with and subject to theconditions and to the extent specified in Section 115E of the Act, the Non-Resident Indianshareholders would be entitled to exemption from Long Term Gains on sale of their sharesin the Company.6 Under Section 115AD of the Income Tax Act, 1961, income received by notified ForeignInstitutional Investors, in respect of securities falling within definition of the meaning“securities” as specified in the said section (shares of the Company would fall within thedefinition of securities) will be charged to tax at the rate of 20% of income in respect ofsecurities, 10% on Long Term Capital Gains arising on such securities, and at 30% onShort Term Capital Gains arising on such securities. Such income and Capital Gains to becomputed in the manner set out in the said section.7 Under Section 10 (23D) of the Income Tax Act, all Mutual Funds registered under theSecurities and Exchange Board of India Act, 1992 or regulations made there-under, MutualFunds set up by Public Sector Bank or Public financial institution, or authorized by theReserve Bank of India and subject to such conditions as may be notified by the CentralGovernment, will be exempt from Income-Tax on all their income, including income frominvestments in shares of the Company.Wealth Tax

Total exemption from Wealth – Tax would be available on investment in shares of the Company.Gift TaxEffective from October 1, 1998 no gift tax shall be levied on gift of shares of the Company.IV. PARTICULARS OF THE ISSUEOBJECT OF THE ISSUE1. To set up a Development Center at Mumbai to execute BPO and Software projects.2. To upgrade the Overseas Operations.3. To meet the issue expenses.4. To list the shares on the stock exchanges at Pune and Hyderabad.The company had initially during December 2000 filed its prospectus with SEBI for a project costof Rs. 800 lacs to set up a Software Development Centre at Mumbai which was then refilledduring February 2002. The promoters had already brought in an amount of Rs. 185.00 lacstowards the project which was spent on the project. Subsequently due to bad market conditions,the company had to defer its public issue. The company in the meantime had also started BPOactivities through outsourcing the same and now proposes to set up a 200-seater call centre inaddition to the software development centre. The Original and the Revised cost of project andMeans of Finance as envisaged by the company is as under:COST OF PROJECT & MEANS OF FINANCECost of ProjectOriginalcostRs in LacsRevisedcostA. Software Development CentreBuilding Deposit 30.00 60.00Furniture and Fixture 35.00 50.00Equipment and Software Cost 205.00 540.00Miscellaneous Fixed Assets 50.00 75.00Contingencies 10.00 41.25

B. Investment in Overseas OperationIn U.S.A 96.00 93.00In U.K. 42.00 41.00In Singapore 32.00 31.00C. Preliminary Expenses 60.00 60.00D. Public Issue Expenses 40.00 40.00E. Long term Working Capital 200.00 368.00Total 800.00 1399.25Means of Finance Original RevisedEquity share Capital --- Promoters and 260.00 260.00AssociatesEquity Share Capital -- Public 540.00 945.25Internal Accruals -- 194.00Total 800.00 1399.25Reason for revised cost:Since the Company has decided to add BPO segment in addition to the DevelopmentCentre, hence the project be increased. If two separate centres are installed, the projectcost would be substantially larger.BREAK UP OF THE COST OF PROJECTSoftware Development CentreBuilding Deposit (Total Cost Rs. 60.00 Lacs)The company has entered into a Leave and Licence agreement dated 25 th July, 2003 forthe office taken on lease for a period of 3 years commencing from January, 2003 at 107Turf Estate E Moses Road, Mahalaxmi, Mumbai – 400 011, details of which are as under.These premises will be used for the purpose of its registered and corporate office.

Name of the Lessor Mrs. Nina RankaName of the Lessee M/s. Ken Software Technologies Ltd.Date of Agreement July 25, 2003Lease Rent Rs. 10000 per monthArea1200 Sq.ftLease Period 3 yearsLease Deposit Rs.10.00 LacsThis office has been taken on lease for a period of 3 years from Mrs. Nina Ranka who is aPromoter of the company and is also related to Mr. Kamal Ranka, a Director of the company. Aformal lease agreement for 3 years wef January 1, 2003, is in place between the company andMrs. Nina Ranka.The company proposes to set up its Software Development and its Call Centre at Andheriin Mumbai. For the purpose, the company proposes to take up on lease a buildingadmeasuring 10000 sq. ft @ Rs. 500 per sq. ft. The total cost would work out to Rs. 50lacs. The company is in the process of identifying the said premises and the same wouldbe done shortly.Furniture and Fixture (Total Cost Rs.50.00 lacs)The company has received the quotation from M/s. Balas having their office at Suman House,Ground Floor, Morvi Cross Lane, Mumbai- 400 007 vide their quotation dated: June 25, 2003 and10.07.2003, the details of which are as given herein below:Sr.No.Particulars Sizes Units Rate Amt (Rs.in lacs)W D H1180 985 18 200 11980 23.96chairs200 3500 7.00workstations (lowbacks)Total 30.961. Furniture excluding2. Chairs forThe cost towards furniture and fittings includes interior work to be done in the office, the cost ofwhich is as estimated by Dr. P.T. Shah – Chartered Engineer which includes expenses towardsFlooring work to the tune of Rs. 10.00 lacs and Wall Treatment of Rs. 9.04 lacs.

Equipment and Software Cost (Rs.540 Lacs)The company proposes to purchase Avaya – product of Tata Telecom Ltd. situated atMatulya Centre- A Block, 249, Senapati Bapat Marg, Lower Parel, (W), Mumbai- 400013, for its 200 seats call centre. The breakup of cost of all hardware and softwarecomponents including installation charges, duties and taxes based on the quotationsreceived from Tata Telecom Ltd. are as under :(Rs. in lacs)Sr. No. Particulars Qty. Total1 Multiplexes 2 852 Definity 1 803 Routers 10 204 Switches 10 155 Servers 5 056 Cabling 157 Predictive dealer A Vays with S/W* 1958 Misc. Items like Instruments/ Headsets/25Racus/ VPS etc.Total 540*$1500 per seat x 200 $3,00,000Add: Implementation $ 40,000Add: Equipment $ 60,000Total $4,00,000$4,00,000*48.5= Rs.194 lacs, Say: Rs.195 lacs.For the Pcs and Software, the company has received a quotation from Data StreamConsultants, having their office at A/33, Olympic Towers, Off New Link Road, Andheri (W),Mumbai – 400 058 vide their letter dated July 10, 2003, the details of which are as under :

Description QtyRate (Rs.) AmountIntel Pentium 42.0 GHzOriginal Motherboard256 MB Ram,AGP/Sound, 1.44 FDD,(Rs. in lacs)250 30,000 75.0040 GB IDEHDD, 52X CDROM Drive, Keyboard, ScrollMouse, 10/100 Ethernet Card,15” Colour MonitorSoftware for the Pentium 4 250 10,000 25.00MachineTOTAL 100.004. Miscellaneous Fixed Assets (Total Cost Rs.75.00 Lacs)The estimated cost of Miscellaneous fixed assets is Rs.75 lacs. The cost break up of theMiscellaneous Assets is as under:Lacs)(Rs inDescriptionPartyQty. AmountRoom Air-Conditioners• 30 TR Package Chiller• Air Handling unitBlue StarBlue Star11• AccessoriesBlue Star Lumpsum 25.00Telephones, EPABX, Fax Gunjan Enterprises,Intercom12.50Vehicles Asian Motors Pvt. Ltd. 3 12.50Security & Other Equipments United Fire & Safety LumpsumServicesXerox, Water Cooler, Gunjan Enterprises 1Refrigerator

D.G.Set (including installation Rai & Sons Pvt. Ltd 2expenses)25.00Total 75.00Contingencies (Total Cost Rs.41.25 lacs)The company has estimated a cost of Rs. 41.25 Lacs to meet any escalation in the cost ofland, building and hardware and software which and also to meet the exchange ratefluctuations if any.Investment In Overseas Operation (Total cost Rs.165.00 lacs)The company has estimated an investment of Rs.165 Lacs in overseas offices in USA, Singaporeand United Kingdom. The detailed break up of cost is given below.Particular USD Amt in Rs Total in RsUnited states of AmericaHardware & Software cost 23140 1087580Office Equipment 10515 494205Salaries of Professional 110420 5189740Operational Cost. Including Rent, Product Advertisement 52580 2471260Total 196655 9242785(Approximately) 9300000 9300000United KingdomHardware & Software cost 14795 695365Office Equipment 6690 314430Salaries of Professional 36296 1705912Operational Cost. Including Rent, Product Advertisement 28926 1359522Total 86707 4075229(Approximately) 4100000 4100000SingaporeHardware & Software cost 10300 484100Office Equipment 4600 216200Salaries of Professional 36500 1715500Operational Cost. Including Rent, Product Advertisement 14000 658000Total 65400 3073800

(Approximately) 3100000 3100000GRAND TOTAL 16500000Conversion rate per US$ has been taken to be Rs. 47/-Preliminary Expenses (Total Cost Rs.60.00 Lacs)The preliminary expenses as estimated by the company are as under:DescriptionRs. in LacsRegistration and legal fees 5.50Product launching and Test marketing 17.00Travelling expenditure 17.50Salaries 14.00Miscellaneous 6.00Total 60.00The Company has incurred expenses to the tune of Rs.17.31 lacs towards registration andsalaries.Public Issue Expenses (Rs. 40 lacs)The expenses as estimated by the company for the Public issue includes Advertising, Printing,Fee payable to Lead Manager, Registration Fee etc which would amount to Rs.40.00 Lacs. TheCompany has incurred expenses to the tune of Rs.7.66 lacs.Long Term for Working Capital (Rs. 368 lacs)The working capital requirement for the year 2003-2004 as calculated by the company is as under :The company has already deployed a sum of Rs. 201.61 lacs towards long term working capital

Requirement upto July 10, 2003Particulars Duration Rs. in LacsReceivable 90 days 369.94Cash and Bank 46.40Loans and Advances -Total 416.34Less : Creditors for Expenses 15 days 1.94Working Capital Gap 414.40Less : Available Cash & Bank Balances 46.40Working Capital Gap 368.00BRIDGE LOANS OR STAND-BY ARRANGEMENTThe company has not taken any Bridge loans or Stand By arrangements.SOURCES & DEPLOYMENT OF FUNDSThe details of funds deployed and sources of funds as certified by the Statutory Auditors ofthe Company, M/s Rajesh Agarwal & Co. Chartered Accountants vide their certificate dated10.7.2003 are as follows :

Details of funds deployed on the project(Rs. In Lacs)S.No Particulars Amount1. Building / Lease Deposit 10.002. Furniture & Fixture 9.763. Computer Hardware & Software 74.664. Misc. Fixed Assets 20.005. Preliminary Expenses 17.316. Public Issue Expenses 7.667. Long Term Working Capital 201.61TOTAL 321.00Details of sources of funds( Rs. in lacs )ParticularsAmountShare Capital 185.00Internal Accruals 136.00Total 321.00SWOT ANALYSIS OF THE COMPANYStrengths:• The Company has already set up its Wholly Owned Subsidiary at Illinois, U.S.A andhas also set up two other marketing offices in U.S.A.• As the Company has its own subsidiaries and marketing offices at U.S.A thecompany sees a large export market potential.• The company has technical arrangements with various firms like Contract 400 andSystem One Consulting.• The company has orders worth Rs.300 lacs from Goodworth Software ConsultancyLtd.

Weaknesses:• Adverse change in Government Polices can have an adverse impact on theprofitability of the companyOpportunities:• Government support to I.T Industry is very encouraging and identified as thrust area.• The Information Technology Industries are currently booming Industry and offersgrowth potential to tap the same.• Skilled manpower is available easily.Threats:• Risk of Technology obsolescence is very high in Software Industry.• There are no entry barriers and many new entrants are mushrooming into theindustries.• High turnover of Manpower in Software Industry.V. COMPANY MANAGEMENT & PROJECTBRIEF HISTORY AND PRESENT BUSINESS OFTHE COMPANYKen Software Technologies Ltd.(KSTL) was incorporated as Kamakshi Yarns (P) Ltd., underthe companies Act, 1956 on October 22nd ,1997. The main object of the company was tomanufacture , produce, market, export and deal in all kinds of yarns and fiber’s. The companywas dealing in the yarn business and looking to the request from its customers, the companyalso started software business and the same was minuted vide Board Resolution dated, 28 thOctober, 1997 which was as under :“ Resolved that the board of directors agree to undertake to carry out, promote the softwareactivity as principal business of the company as mentioned in object clause III C (43) ofMemorandum of Association of the company.Accordingly the company started its software activities under the name Ken SoftwareTechnologies a division of Kamakshi Yarns Pvt. Ltd.

Vide its board resolution dated 1 st February , 2000 the company decided to change it’s nameto Ken Software Technologies Pvt Ltd. , to reflect the activities carried on by the company asthe company discontinued its yarn business completely and decided to carry on and expandsoftware activities to improve the profitability. The name change was approved by ROC on22 nd February, 2000. Subsequently on changing of the name the company expanded the objectclause in the Memorandum of Association vide resolution passed in the EGM dated 25 thMarch, 2000 Later on the company was converted into a public Limited company.The company has shifted its registered office from 11-Rayfreda, 2 nd Floor, Sir Vasanji Marg,Chakala, Andheri (E),Mumbai-400093 to 107, Turf Estate, E. Moses Road, Mahalaxmi, Mumbai– 400 011 during January 2003 but the lease agreement for the same has been signed during July2003.MAIN OBJECTS OF THE COMPANY1. To takeover the existing business of firm M/s. Kamakshi Yarns and the Firm shallstand dissolved.2. To carry on the business of manufacturers, producers, processors, bleachers, dyers,ginners, spinners, importers, exporters, buyers, sellers of and dealers in all kindsof yarns and fibres, whether synthetic, artificial silk, linen, cotton, wool, jute andany other fibres or fibrous materials, allied products, by products and substitutesfor all or any of them, wool combers, worsted spinners, woollen spinners and totreat and utilise any waste arising from any such manufacture, production ofprocess.2 A. To carry on in India or abroad business in the virtual world, cyberspace world, real world,or otherwise in the fields of manufacturing, developing, importing, exporting, financing,buying, selling, distributing, transferring, leasing, hiring, licensing, using, disposing-off,operating, fabricating, constructing, assembling, recording, maintaining, repairing,reconditioning, working, altering, converting, improving, procuring, installing, modifyingand to act as consultant, agent, broker, franchiser, job worker, representative, advisor orotherwise to deal in all kinds of computers, calculators, micro processors, electronic andelectrical apparatuses, software, electronic- commerce and application development thereof, all cyberspace related business, electronic- entertainment application development,electronic - business, ERP consulting, Re-engineering, migration, SAP, oracle/or anyother such software, training, recruiting ,development and consultancy, System

Integration, Software development process, web designing and web hoisting, webmarketing, internet / intranet service providing and any other such/similar services ofwhatsoever kind, equipments, gadgets, peripherals, module’s, auxiliary instruments,tools, plants, machines, works, systems, conveniences, spare parts, accessories, devices,components, fixtures etc. of different capacities, sizes, specifications, applications,descriptions and models used or may be used in the field of space aviation, surface waterand air transports, railways, defense, medical, engineering, industries, construction,mining, powers, traffics, offices, police, communications, trade, commerce, medicaltranscription, Tele-communications, call centers, entertainment industry, media, weathersatellite, research, hospitals, hotels, advertising’s, film industries, modeling industries,healthcare industries, education, decoration, automobiles, geographical, recreational,domestic and other allied purpose computers, mini computers, super computers, mainframes, lap tops, pocket computers, personal computers, micro computers, engineeringcomputers, general purpose and process control computers, information and wordprocessing equipments, copying machines, electronic telephone exchange, typewriters,video games, signals or any other activities /items related to any or all of the above inpresent or in future in the virtual world, cyberspace world, real world or otherwise and toprovide internet related services through cable networking.2 B. To carry on in India or elsewhere the business of imparting Education andTraining in computer hardware and software, providing complete computerbased solutions, consultancy in computer based information systems, selectionof hardware and software, marketing of software products, design, developand implement software solutions, placement of personnel and to carry on thebusiness of marketing computer hardware, peripherals, accessories and relatedsupplies, trading in computer hardware, peripherals and accessories, importersand exporters of computer systems, peripherals, accessories, software andother related activities and to carry on the business of research anddevelopment activities related to computer hardware and software, renderingconsultancy and implementation service in computer related communicationsystem, providing data processing services, maintenance of computerhardware and peripherals, to provide all kind of activities relating to internetincluding its marketing, training, web development, electronic commerce,electronic mail and all kind of internet related activities and to carry onbusiness as manufacturers, maintenance, installers, traders, importers,exporters and to generally deal in all kinds of computer hardware and softwareproducts and computer peripherals.2 C. To carry on the business of developing, improving, designing, marketing, selling,educating, importing, exporting, renting, hiring, and licensing software and programproducts of any and all descriptions and to act as consultants, managers, maintainers ofcomputers, computer oriented systems and all branches of computer sciences includingelectrical, electronics, engineering of rendering services related to the preparation andmaintenance of accounting, statistical or scientific information and programming,

collecting, storing, processing and transmitting information to provide computer wise,and services in all areas of management, finance, investment, commerce, marketing,personnel, organization and methods with the aid of computers and generally to renderservices related to or for solving or aiding commercial, industrial, scientific and researchproblems and to provide the services of software technologist and personnel to foreigncompanies.Inserted clauses 2A, 2B and 2C in the Memorandum vide Special Resolution passed atthe Extra-Ordinary General Meeting held on 25 th March, 2000.PROMOTERS AND THEIR BACKGROUNDThe company is promoted by Mrs. Nina Ranka and Arun Jain.Mrs. Nina Ranka, aged 37 years, is a B.A.(GoldMedallist) and has done GCSE O’ Levels, Hong Kong. Shewas initially involved in her family business where sheworked for maintaining relations with the customers. Shehas nearly 14 years of experience in this field. She workedas a management trainee in Modern Suitings, Alwar for 2years and was trained in MIS Systems. Due to her keeninterest in the advertising sector, she successfully handledthe responsibility of managing a showroom of ModernSuitings based at Delhi. She looked after sourcing ofvarious products of showroom and was actively involved inestablishing other showrooms at Jaipur, Delhi and Kolkata.She travelled abroad to study the showroom concepts. Shethen worked for nearly three and half years in BombayModern Syntex where she was in charge of recruitment,training and HRD activities. She was responsible for

uilding a high quality team at all the 3 units of BombayModern Syntex. From past 2 years she has started exportand local trading activities in Blended and Texturised yarn.She played an important role in launching an educationalportal viz. Etakshila.com. She is also handling the HRDdepartment of Ken Technologies and for the upcomingBPO project. She is looking after the general administrationaspect of the Company. Her Passport No. is S.119749. HerPAN No. is AASPR 9397P.Mr. Arun Jain , aged 40 years, is a Chartered Accountantand has 10 years experience in Textile Industry. He startedhis career with J.K.Synthetics Limited from June’90 toMarch’91 as Assistant Accounts Officer. He was employedas Accounts Officer with Bombay Tyres InternationalLimited, a Modi Group company from March’91 toDecember’92. He has worked with Modern Syntex (I)Limited during May 94’ to June’97 where he was lookingafter three companies viz. Modern Suiting, Modern Syntexand Modern Petrofils. He was associated with topmanagement for implementing the Rs.550 crore project andalso coordinated the technical collaboration, CapitalEquipment imports and overall Corporate Officemonitoring. Later he worked with Modern Suiting ( adivision of Modern Syntex I Limited ) for one and half yearin their Export Department where he looked after theirSuitings Export. He was in U.K for one year handlingexport activities. Since the inception of Ken SoftwareTechnologies Ltd. he was instrumental for development

and marketing of the Software business and setting upwholly owned subsidiaries in United States of America andUnited Kingdom. His PAN No. is ABMPJ1036E. HisPassport No. is N. S561544.MANAGEMENT AND MANAGERIALCOMPETENCEThe overall management of the company is vested with the Board of Directors. Mr. Arun JainDirector manages the day-to-day affairs of the Company. He is assisted by a team of wellqualified and experienced technical Personnel.

BOARD OF DIRECTORSName, Address &OccupationKamal Ranka8 th Floor, SiddharthBuilding42, R.N. ThadaniMarg Worli Sea Face,MUMBAI – 400018.(Director)Arun Jain3 A/2, Sagar C.H.S,Jesal Park, Bhayandar (E ),Thane.(Managing Director )Mr. Jitendra NigamAdd:14, GopalBari,Jaipur- 302001( Director )Age EducationalQualification(Years)38 B.Com (RajasthanUniversity )M.B.A. (RajasthanUniversity )40 CharteredAccountant40 MBA(Marketing)Experience Other Directorships /Ventures20 Managing Director ofModern Syntex (I) Ltd10 None18 NoneSUBSIDIARY COMPANYThe Company has set up a Wholly Owned Subsidiary in U.S.A for which R.B.I hadaccorded approval vide letter dated 08.04.1999, the approval number beingBYWRA19990070. The subsidiary company was incorporated on 8 th June, 1999 and hasits registered office at 4395, Arborview Drive, Lisle Dupage, Illinois, U.S.A. The

company is carrying on business in software developments. The Company opened amarketing office in U.S.A , the addresses of which are as given below.Ken Technologies (U.S.A) Inc.707, Alexander Road,Bldg 2,Suite 208,Brinceston,New Jersy-08536The Financial highlights:A) Statement of Assets and Liabilities :ParticularsAs on31.03.2000Amt. In US$As on31.10.2000Amt. In US$As on31.10.2001Amt. in US$As on30.10.2002As on30.10.2003Amt. in US $ Amt. in US $Sources Of FundsShare Capital 1000.00 1000.00 1000.00 1000.00 1000.00Reserves and Surplus 29774.44 38177.07 140505.11 320140.11 546873.11Secured Loans 0.00 0.00 0.00 0.00 0.00Unsecured Loans 0.00 0.00 55000.00 55000.00 55000.00Total 30774.44 39177.07 196505.11 602873.11 1376140.11Application Of FundsGross Block 1006.40 1006.40 1006.40 1006.40 1006.40Less: Depreciation 37.88 101.00 163.12 226.40 289.40Net Block 968.52 905.40 843.28 780.00 717.00Capital Work in 21348.32 21348.02 37180.20 37180.20 37180.20progressCurrent Assets Loansand AdvancesInventories 0.00 0.00 0.00 0.00 0.00Sundry Debtors net 8022.77 8127.88 60012.11of Sundry creditors485631.91 1308499.91Cash and Bank 434.83 3699.31 98469.52 93271.00 44182.00

BalancesLoans and Advances 0.00 5096.15 0.00 0.00 0.00Net Current Assets 8457.60 16923.34 158481.63Total 30774.44 39177.07 196505.11 602873.11 1376140.11B) Statement of Profit and Loss:ParticularsAs on31.03.2000Amt. InUS $As on 31.10.2000Amt. In US$As on31.10.2001Amt. In US$As on31.10.2002Amt. In US$As on31.10.2003Amt. In US$IncomeConsulting Services 32643.23 433852.94 869746.69 1755634 3323041Total 32643.23 433852.94 869746.69 1755634 3323041ExpenditureSoftware Development 2830.91 369706.48 712587.53 1101422.88 2136138.88CostPayment to andProvision forEmployees0.00 26208.34 28264.66 137054 217904Administrative and0.00 29472.37 26503.34 110726 195668Other ExpensesDepreciation 37.88 63.12 63.12 63.12 63.12Total 2868.79 425450.31 767418.65 1349266.00 2549774.00Profit Before Tax 29774.44 8402.63 102328.04 406368.00 773267.00Provision for Taxation 0.00 0.00 0.00 0.00 0.00Profit After Tax 29774.44 8402.63 102328.04 406368.00 773267.00Balance brought0.00 29774.44 38177.07 140505.11 546873.11forwardBalance Available for 29774.44 38177.07 140505.11 546873.11 1320140.11AppropriationDividend 0.00 0.00 0.00 0.00 0.00Tax on Dividend 0.00 0.00 0.00 0.00 0.00Surplus carried forwardto Balance Sheet29774.44 38177.07 140505.11 546873.11 1320140.11DETAILS OF OTHER COMPANIES / FIRMS WITH WHICH PROMOTERS AREASSOCIATED

1. Mrs. Nina Ranka is one of the Board of Directors ofRapid Investment Limited. Other Board of Directors areMr. Jitendra Nigam, Mr. Niraj Rathod.The main object of the Company are:1. To carry on the business of an investment company in all its aspects and branches and forthat purpose to acquire, purchase, exchange, underwrite, guarantee, subscribe, hold, sell,hypothecate and deal in shares, stocks, debentures, debenture stocks, bonds, obligationsand securities issued, sold, transferred or guaranteed by any company or by anyGovernment in India or outside India or elsewhere or from time to time vary such holdingor investments and also to act as financiers, investors and finance brokers.2. To receive money, deposits on interest or otherwise and to lend money and negotiateloans with or without security to such companies, firms or persons and on such terms asmay seem expedient, and to guarantee the performance of contracts by any persons,companies or firms.3. To carry on in all their aspects and branches the business of general finance, safe deposit,trust, legal trust, guarantee and to finance industrial enterprises.4. To carry on the business of Issue House for issue of shares, debentures, debenture stocks,bonds and for that purpose, arrange for underwriters, brokers, bankers, advisers, act asRegistrars for Companies, as a service organisation in all its aspects, arrange and assist inthe arrangement of finance and know how for projects or collaborators for projects,whether in India or elsewhere.

A. Financial Highlights of M/s Rapid Investment LimitedAssets and Liabilities( Rs. in lacs )ParticularsAs onAs on31.03.2003 31.03.2002Sources of funds:Share Capital 95.97 95.96Reserves and Surplus 18.19 18.16Total 114.16 114.12Application of fundsFixed Assets 18.05 -Investments 52.67 101.04Current Assets, Loans and45.85 13.10advancesNet current Assets 42.35 0.28Share Issue Expenses 0.01 0.02Deferred Revenue expenses 1.07 0.24Total 114.16 114.12Profit and Loss Statement( Rs. in lacs )Particulars As on As on31.03.2003 31.03.2002Sales and other income 5.51 85.99Cost of goods sold 3.20 4.74Administrative Expenditure 2.09 85.02Depreciation 0.52 0.07Misc exp w/off 0.31 0.11Profit Before Tax 0.04 0.03Income Tax 0.003 -Profit After Tax 0.03 0.03COMPANIES UNDER THE SAME MANAGEMENT.There are no listed companies under the same management.

PARTICULARS OF KEY MANAGEMENTPERSONNELName Age Qualification Experience Designation Date ofJoiningPreviousemploymentMr. S.Bhattacharya41 - B.E./MBA 20 years C.T.O 05.06.2000 Self EmployedMs. Swarna Latha 24 - M.B.A. , 1 year TechnicalP.VB.B.ARecruitment15.09.2000 NAMs. A.D.V.Lakshmi25 - M.C.A 2 years Project Manager(U.S.A )07.08.2000 NAMr. A.W.M.N.Rahman25 - B.E.Mech. 2 years Sr. Programmer(E-Com)28.08.2000 Cynosure SolutionsPvt. Ltd.- TrichiMr. M.Hassan Ali 28 - M.C.A. , 4 years Sr. Programmer 04.09.2000 Computers SoftwareB.S.C(E-Com)and Solutions- LLC,Mr. VishwanathGantiMr. RamakantRayaprolu41 -BCOM, PGDiploma inMarketing andSalesManagement18 years Mgr. –MarketingMuscat01.10.2002 Unilex Inc., USA33 BSC 11 years Mgr.- BPO 01.07.2002 MicropointComputers Ltd.-Mumbai.Mr. Nilesh Ambre 25 BCOM 3 years ComplianceOfficer.01.06.2002 Anil Jain and Co.,C.A.CHANGES IN THE KEY MANAGERIALPERSONNEL DURING THE LAST 12 MONTHSSr. No. Name Date of Appointment Date of Resignation1. Mr. Y.V. Joshi 1 st August, 2000 28 th February, 20012. Mr. Satish Bhandare 1 st August, 1999 10 th June, 20013. Mr. Nilesh Ambre 01.06.20024. Shibu K.R. 01.02.2000 31.12.20025. Mr. Babu George 01.09.2000 31.12.20016. Vishwanath Ganti 01.10.027. Ramakant Rayaprolu 01.07.02

PRESENT ACTIVITIES OF THE COMPANYThe company is running around 100 seats on subcontracting basis with call centers in India whoare executing the projects on behalf of the company.KSTL is engaged in Software activity, with increasing thrust of software export in last 4 years,the company has software development activity which mainly consists of customisation ofsoftware, e-CRM, ERP, E-Commerce and Programs based on client server technologies.For the hospitality industry Ken has installing and customising a product for the hotel andrestaurant association which would make the entire database web enabled and interactive. Thiswill facilitate the members to be connected via the net and interact online. It is being developedon C++, Unix Environment.For the health care industry Ken has installed and customisied products of its associates forupgrading and making e-commerce compliant the data of international health care institute. Thishas been developed on JAVA with JSP.For the insurance industry Ken has worked for ISO insurance. It’s a distribution project, whichdevelops the legacy system into web based interactive system. This has been developed inVB/ASP environment.The company has also worked for real estate industry for a company to help it migrate fromlegacy system to client server environment. Entire database has been migrated to become e-commerce compliant and web enabled. This is being done to make the whole system interactive.The technology being used is Java, EJB and Coldfusion.Ken has developed Niche in the Bioinformatic Technology which is a key area forPharmaceutical Industry in their R&D .Ken is closely associated in providing informationtechnology solutions to leading pharmaceuticals companies in their area of clinical research anddevelopment.

For Verian and Applied material, Ken has implemented SAP and ERP tool. Ken has customizedand implemented SAP tools in the areas of production programming, finance through AB/ AP4programming. This will make the entire companies data base on a uniform platform so thatdecision making and information accessing from any point in the organisation will becomeuniform. This will help the company reduce the data accessing time at any level and help plan itsproduction programs and financial planning at any point of time.Ken has developed a web based interactive on-line education providing product (portal) beingdeveloped for launching in National and International markets. It would be accessed by anystandard web Browser with unlimited users access for database. We are using Active Data objectand ASP Technology with SQL 6.5 to be user friendly. Mckinsey & Co. advised Ken on thisproject . The career and education portal would be emphasizing on I.T. enabled services whichwould be a 142 Billion Dollar Industry by 2008 as per Mckinsey & Co.Ken has also started working in business process outsourcing ( BPO ) areas which require highlyskilled technical support . With the company having the requisite technical manpower this areawould generate highly profitable business in the near future . Company`s presence in theinternational Markets has started generating good response in this area .

KSTL is an Information Technology (IT) Company involved in• Software development with special emphasis on E-Commerce solutions.• Customizing ERP standard product for small industries on FoxPro.• ERP product on marketing and CRM solution on PB and Sybase for small and mediumindustries.The Products developed by the company as under• E Commerce products and consulting services• Developing an interactive E- learning project for online lectures,• Developing internet based shopping mall, etc.The primary objective of the company is to play a leading role in software development both fordomestic and international market. Company’s main vision is “To be the principal SoftwareCompany committed to develop, export of software & software services.” The Company isconcentrating on High end segment of information technology, E-commerce products andprojects, ERP software effectively utilizing the latest development in the information technology.Company is currently developing an interactive E-learning project for online lecture and an online commission computing project. Company is also planning to go in a big way in• Implementing E-commerce projects for its clientele• Developing internet/intranet portal and products.• Developing Internet based shopping mall with setting up its own state of the artdevelopment center in India.The Government of India also has identified Software industry as a thrust area and incentives arebeing provided to encourage the industry. The company with an intention to streamline itsmarketing, has already opened wholly owned subsidiaries in U.S.A., a joint venture in U.K and isin the process of setting up wholly owned subsidiary in Singapore. The Company also has itsbusiness alliances with domestic and Multinational companies.

Ken implemented SAP projects for its clients in the US and is now implementing E-commerceprojects for the clients. E-Commerce projects have been done on Dealer Management system,Sales Order processing systems, On-line Evaluator, etc. Customers include Fortune 500companies for e.g.• Clarify (Nortel Network)• Pfizer• Bristol-Meyers-Squibb• Pharmacia• Dendrite• Varian• Stratescape• Applied Materials• K-Force• Goodworth Software Consulting etc.• e-Consulting USA Inc.• Emeraldsoft Inc.• Vest Technologies Inc.• Softsol Technologies Inc.• Virtual consulting services Inc• Goodworth Software Consulting Ltd, U.K.• Contract 400 Consultancy, U.K.• Abbeywood International, U.K.

The main clients of the company and the sales to them during the past 3 years is as givenherein below:Main Domestic Clients( Rs. In lacs )Client 1999-2000 2000-2001 2001-2002 2002-2003E-world Infoway 75.25 60.65 75.68 140.32E-Takshila.com 35.30 60.85 96.77 15.65Yashas Systems Pvt .50.67 50.45 95.64 150.50Ltd.Infrotrack Systems Ltd. 0.00 0.00 - -Datapro Inforworld Ltd. 50.77 0.00 - -Minicomp Ltd. 50.61 0.00 - -Ace Computer 0.00 75.84 72.69 106.78Veer Infotech 0.00 63.70 61.44 110.25Total 262.60 311.49 402.22 523.50Current Main Overseas ClientClient 2000’ (US $)2001’ (US$)2002’ (US$ )2003’ (US$ )Pfizer - 82560 175600 180800Bristol-Meyers-Squibb - 23400 87400 -Pharmacia - 92160 110600 350450Dendrite - 38400 114400 -Clarify Corporation Inc. 234994 72600 176800 184750U.S.AE-consulting U.S.A Inc 126308 85740 445670 -CNSI - USA 110823 82665 - -Shraf, Woodworld &4400 - - -Associates U.S.ANest Technologies Inc. 16352 144350 233000 350600U.S.ATMA Inc. U.S.A 8812 356949 156410 340700Vichanet Inc U.S.A. 16352 - - -SWG Technologies - - - 560780Primus Telecom - - - 280660Protect America Inc. - - - 350100Degussa Inc. - - - 235450Gotech Financial - - - 150670

Total 529537 978824 1499880 2984960ORDERS IN HANDPrimus :The company has received the orders from Primus on Feb 2003 the details of which are as givenbelow:The company had started with outbound telemarketing campaigns for Primus, which wassatisfactorily completed. The company analyzed the data, compared the pricing services etc. ofother competitors and surveyed the lost customers and put together a strategy to win back thecustomers. Along with the client, Ken put in a service offering in place and won back majority ofthe lost customers. Now Primus intends to do same exercise for their last 5 years database andwin back the customers. They are looking at 250 seats with the company.The company is also in discussion with Primus to provide the following value added services :a) Inbound Supportb) Multi Lingual Center for them (Canada / China / Vietnamese / Singapore.)c) TPV Process.d) Bill Processinge) Debt Collectionf) American Center at Night

Brown Brother Harriman(2.4 billion$ co.)The company has received the orders from .Brown Brother Harriman on April 2003 the details ofwhich are as given below:Ken has got the contract to do customer management services in a project of financing workingcapital requirements of business in the U.S. Backed by America's oldest Wall Street investmentbanking firm. It invests working capital in businesses that are unable or unwilling to use atraditional source of funding.Currently process business in all 50 states and the District of Columbia. They invest in businessesby purchasing a percentage their future MC/VISA sales. This product is not a loan, it is a cashadvance on the business's future income. The stages of the project are as under1. Prospect, qualify , Lead generation, questionnaire is sent out2. Customer faxes completed questionnaire with copies of Visa / MC statements for the last4months.3. Lead is transmitted to principal, offer is made, contract is sent out4. Completed Paperwork sent to head office.5. Deal closed,6. Account fundedThis requires that Ken at its own center to move up the value chain and do the complete customermanagement. They are looking at generating 100 million$ business for them.3) Airline Project (In pipeline)The company has got a RFP from a U.S. Airline client who wants to put up an inbound customersupport services desk to manage total customer requirement of a particular territory of U.S. Kenwould first be a Inbound support center, then would do ticketing and Transaction Processing andthen could be doing the Data mining of their data base to suggest strategies to win customers.A local airline company wants to outsource partial reservations system. They need 100 agents,working three shifts each. Agents with global distribution system knowledge are preferred thoughnot essential. Training will be provided.

1. Starting: 4-6 weeks of finalisation.2. Starting headcounts 50, single shift3. Ramp up period 3 months to 100 agents/ 3 Shifts4. Average call 5 minutes5. Booking bonus may apply laterTHE PROPOSED PROJECTBPO PLAN OF THE COMPANYINTRODUCTIONSupport services are delegation of one or more IT intensive operations to an externalprovider who in turn processes and manages the selected business process.According to Gartner the worldwide BPO – market is expected to reach $ US 208 billionin the year 2004 with India’s share at 5-7%.With trade becoming freer all over the world,competition has forced companies in the World to look at the operating costs of the CallCenters which on an average cost them 30,000 US dollars per year per customer serviceagent and this has led to the growth of outsourced Call Centers in Australia and Ireland.However continued competition has led to further examination of these costs and withthe development of better infrastructure for communication in India coupled with the factthat India has over 200 years association with the English language and the labour cost is10 times lower, the opportunities have opened up for foreign countries. According toNASSCOM study the employment potential projected for the year 2008 is 6000 callcenters, from 40 in 1998-99, a multiplication factor of 150 in 10 years, and a growth inincome from Rs. 1400 crores to Rs. 10,000 crores.

Delegation of one or more IT intensive operations to an external provider, who in turnprocesses and manages the selected business process has become the order of the day fororganisations in developed nations. The Call Center has become an absolute necessitywith the rapid changes in communication worldwide. Customers need to call for instantinformation day to day and Call Centers serve this purpose.The key objective of Ken would be to specialize in key industry verticals and manageone or more IT Intensive operations of the customer in a qualitative and cost effectivemanner. We would create a strong foundation in terms of offshore support center wheregrowth is eminent through creative planning and implementation as also to establishcorporate identity. The vision of success should drive the company on the growthcurve.Overview of PlanThe business plan of Ken is centered on providing support to client’s core business. Ouraim would be 'revenue enhancer' not just 'cost reducer'. The plan is focussed ongrowing the business with a balanced Portfolio of Call Centre and other IT intensiveremote support services. The IT Intensive remote support services are considered animportant vehicle to enhance the Call Center Business.VisionThe company is confident that it will be a 1500 seat support center in 3 years from now,servicing niche clients in Banking, Finance & insurance, Pharmaceutical and Telecomsector. This would be possible by recruiting and training a dedicated team that would beeager to learn, has the ability to be intelligent yet be disciplined and have work ethics thatis absolutely unsurpassed. The imperative need of deploying proven and versatile state ofart technology is an integral part of the company’s success strategy.Business Objective

To build a strong delivery capability center for remote support services in the emergingoutsourcing market and develop specialisation in niche market segment.Business LinesThe following Business lines would be pursued:Voice and Non-voice based in-bound support services.Voice and Non-voice based outbound support services.Customer related data Management services.Client OfferingsImprove customer satisfaction by quality support services.Improve credit management by efficient operations.Enhance productivity by offering timely information.Support Center Services – Key Business Initiative.In the current dynamics of the markets and global integration of economies, a supportcenter anywhere in the globewhich can add value to business in a flexible and cost-effective manner serves specificbusiness goals..At this time support center services tend to cluster around four major categories ofbusiness initiatives:

Customer relationship management servicesSell their Product through Outbound telemarketing campaigns.Provide Customer support Services through inbound call / web support.Cash management servicesDo their Collections / Payments.Provide Customer Accounting services.Data management servicesMaintain their records.Process their Forms / Information.Store their Data & Complete Data Management.Provide HR servicesStrong PositioningEmphasis on support services puts us in a unique position:Participant in business crucial areas.Ability to address wide and diverse client base.Leading edge technology.Competition has to play catch up.Remote service center has a strong co-relation with the integrating world economics – infact it is now becoming Central to servicing customers worldwide.

Business ModelVertical FocusGeographic MarketTechnology Focus areasKey PeopleMarketing & salesPlan StrengthClient AcquisitionVertical FocusBanking, Finance & insurance.PharmaceuticalTelecomGeographic Market.USA will be the key Area – within U.S., East coast will be the area of concentration.UK would be the Add on market.Technology Focus AreaWith the evolving Automation tools to optimise the processes, a keen approach wouldbe kept to enhance the productivity so as to optimise the revenues.Key People

Sales & MarketingVertical Industry & Business Process championsProject ManagersMarketing & SalesMarketing is an art meaning, " Giving valued Information ".Web-site, Marketing collateral & Brochures with strategic message.Marketing campaign with specific strategy (solution and benefit) in mind. Brochure +Telemarketing.Lead generation through event based marketing.Sales focussed on specific business line.Leverage existingclient relationships of Ken Technologies.Client Acquisition for the near termThere are certain targeted accounts that have been leveraged to start with small andmedium enterprises and graduate to fortune 500 companies as the company moves up thelearning curve. Ken Technologies is having long term relationships with its customersin the U.S. and it will also be leveraged to roll out the services in the shortest possibletime.Account ProfileCertain projects have already in bagged / under negotiation and is being subcontracted tocall centers in India by us. Some of them are :TECHNICAL ARRANGEMENT / AGREEMENTSThe company has not entered into any technical arrangements.

UTILITIESRaw Materials & ConsumableThe company operates in the technology oriented service industry and as such does not requireany raw materials. The main consumable items required are floppy disk, tapes, printer cartridges,Software and Package Tools, computer stationery all of, which are locally available.PowerThe connected load of the project is estimated at around 40 kW. Air conditioners constitute themajor load (22.5 kW) Energy consumption for the unit would be about 12,000 units per monthbased on a load factor of 0.75. The power charges are estimated on the basis of Rs.4.00 per unit.WaterWater is required only for drinking and sanitary purposes and adequate water sources areavailable at the proposed site at Mumbai. In the existing building also, the requirement is fullymet through the Corporation/Municipal Water source.EffluentsSince the company is engaged in the computer software related activities and distribution oftesting and measurement equipment, the company’s operations do not generate any effluents.Manpower

The recruitment and consequent retention of manpower is a key factor to the success of thecompany. The company as of now has about 70 employees and likely to increase further toapproximately 600 by end 2004. The company will use its educational services division as well assource competent IT professionals from the best institutes and experienced professionals throughconsultants.

The details of the total manpower in future are as given below:NOS.President (C.T.O.) 1VP (Trg) 1VP (HR) 1VP (F) 1Mgrs 21General Administration 5Sales Mgrs. 3CSR & operators 440Supervisors 44Process Optimisation & Q.C. 10Maint. & Troubleshooting 4Total 531Human Resources PolicyParticipation by consensus is the key success factor. Management experts, software designers,project executives, programmers and accountants form a team of skilled and experiencedprofessionals, well trained and strongly motivated, responsive to the needs of every client.The company therefore invests in its people to build up high quality human assets. Staff iscarefully selected, intensively trained and appropriate growth paths are charted out for futureadvancement. Special emphasis is placed on industry relevant skills and quality assurance.The Company believes that quality, commitment to service and business ethics directly dependon people. To achieve excellence in the areas, the Company has formal training and developmentplans for employees. The Company also plans to offer an ESOP to its employees.SCHEDULE OF IMPLEMENTATIONThe project implementation schedule as per the management is as detailed below-

Activity Commencement CompletionDevelopment CenterFurniture October 2003 April 2004Building Partly Acquired March 2004Equipments and Software October 2003 April 2004Overseas Office March 2004 June 2004MARKETINGThe U.S.A. continues to be the most favoured export destination for Indian software sector.Lately exports both in terms of percentage and volume have also increased to Europe andSingapore.For U.S.A. already the company has two marketing offices who work at the front end to thecompany in procuring the project. It proposes to further increase the number of offices as also toset up the Development center to deliver the projects to the clients in the shortest possible time.For U.K it has received Reserve Bank of India permission to set up the subsidiaries and thedevelopment center will be put there so as to deliver the projects quickly.In order that some of the work from U.S.A, U.K and Singapore is developed in a cost effectiveway, we are putting up a development center at Mumbai. This will not only be catering to theincreased requirement of the overseas office but also develop the projects picked up from theIndian market which is growing at C.A.G.R. of 48.26%At the Development Center at Mumbai work will be done on product and package software forlong term gains to the company in the areas of e-commerce, telecommunication and ERP. Inhouse developed products would be effectively marketed by the overseas and Indian offices andadd value by customising the products and packages.INDUSTRY SCENARIOBackground

In Indian context, Business Process Outsourcing will be the next economy driver, akin to theSoftware Services in the past decade. USA will serve as the major market for Indian Services.The market size is USD 75 bn and is growing at 7% per annum during past five years. The marketshare of Indian service providers is expected to reach 8.7% in nominal terms by FY 2007. This isexpected to translate into aggregate revenue size exceeding Rs.500 bn for Indian BPO industry inFY 2007 (Source – IDC Research / ICICI Securities).The expected emergence of India as a major force in this field is on account of the similarfundamentals that were attributable to success of Indian Software Industry. These include:‣ Cost of Manpower (with requisite skills and knowledge of English),‣ Declining costs of telecom networks.‣ Favorable difference in the time zones (with the US market) and‣ Enhanced interface of Indian economy with the external worldSome of the captive units of MNCs (such as GE), affiliates of software service providers (such asM-source) and independent service providers (Daksh) have already established operational andfinancial viability of the business model.Factoring the business opportunity, ICC has organized key resources for positioning itself in theGlobal BPO Industry.Business Opportunity - BPO IndustryBPO ServicesIt is said that the business process outsourcing stage started with AT&T providing 1-800 (tollfree) numbers in the late sixties. This led to initiation of ‘Call Center’ concept which wasenhanced to ‘Contact Center’ with the advent of non-voice communications. The financial sectorin US took the lead in outsourcing both voice and non-voice based services / underlying process.

Now the striking feature of the industry is the sheer variety of processes that are outsourced.Every vertical domain (financials, telecom, manufacturing, etc.) has several functional areas thatoutsource separately. Within each, there could be voice or non-voice, inbound or outboundcontact centers and transaction processing. These are the business processes and servicesperformed or provided from a location different to that of their users or beneficiaries and aredelivered over telecom networks and the Internet.Some of the major services already being outsourced from India include:‣ Customer Interaction Services‣ Business Process Outsourcing and Back Office Operations.‣ Insurance Claims Processing.‣ Medical Transcription‣ Digital Content.‣ Payroll and HR of IT enabled services.A detailed description of these services has been provided.Drivers for OutsourcingThe Cost (of operations) is the major factor for outsourcing decisions. The management issuessuch as ‘Focus on Core Competence’ are also equally important factors for such decisions. Theprocess management takes a disproportionate amount of management time, which is not desirableas processes are maintenance in nature and are not value-added. The availability of state-of-thearttechnology and quality processes of the vendor further justify the outsourcing.

The BPO Picture - GlobalThe global industry size (essentially US market) is USD 75 bn and has grown at 7% per annumduring past five years. Other countries are far behind in the outsourcing curve. However, thecountries such as UK, Hong Kong and Australia could be promising countries for India in thenear future.The BPO Picture - IndiaThe market share of Indian service providers is expected to reach 8.7% in nominal terms by FY2007. This is expected to translate into aggregate revenue size exceeding Rs.500 bn for IndianBPO industry in FY 2007 (Source – IDC Research / ICICI Securities).The expected emergence of India as a major force in this field is on account of the similarfundamentals which were attributable to success of Indian Software industry. These include:‣ Cost of Manpower (with requisite skills and knowledge of English),‣ Declining costs of telecom networks.‣ Favorable difference in the time zones (with the US market)‣ Facilitating approach of Government Agencies and‣ Enhanced interface of Indian economy with the external worldSome of the captive units of MNCs (such as GE), affiliates of software service providers (such asM-source) and independent service providers (Daksh) have already established operational andfinancial viability of the business model. The cumulative revenue size of the industry during FY2001 was Rs. 4.1 bn.The IT Enabled Services Industry Performance at a GlanceSource (Nasscom Mckinsey report)

IT Enabled Services 1999 - 2000 2000-2001Employed Revenue(Rs. Cr.)Employed Revenue(Rs. Cr.)Customer Interaction Services include 8,600 400 16,000 850Call CentersAccounting / Data Entry / Data15,000 950 19,000 1,350Conversion including Finance &Accountancy / HR servicesTranscription / Translation services 5,000 120 6,000 160Content Development / Animation / 15,000 820 27,000 1,600Engineering & Design / GISOther services include Remote1,400 110 2,000 140Education, Data Search MarketResearch, Network, Consultancy &ManagementTotal 45,000 2,400 70,000 4,100A recent Nasscom survey on the performance of IT-enabled services sector in India during 2000-2001 revealed that the sector had grown by over 70 per cent from Rs 2,400 crore in 1999-2000 toRs 4,100 crore in 2000-2001.It is particularly important to note that the expenses incurred by ITES Units for availing variouscategories of services as stated above, is approximately 30% of the revenues.Spectrum of BPO ServicesThe Applications already evident in India include the following broad segments:1. Customer Interaction ServicesCustomer Interaction Services, including call centers, combine the use of highly effective andempowered company representatives with a service framework that relies heavily on state of theart communications and information technologies. A call center is sometimes defined as atelephone-based shared service center for specific customer activities. It is used for a number ofcustomer related functions like marketing, selling, information dispensing, advice, technicalsupport etc. Thus, a call center is a service center that has adequate telecom facilities, trainedconsultants, access to wide database, Internet and other online information support infrastructure

to provide information and support to customers. It operates round the clock to provide yearround service i.e. 24 x 365 service.As per industry estimates, there are more than 100,000 call centers worldwide and this isexpected to grow to 300,000 by 2002 employing approximately 18 million people. By the year2003, a sum of US$ 60 billion is expected to be spent on call center services, further driven by e-commerce.2. Business Process Outsourcing / Management; Back Office OperationsIndustries such as Banks and Airlines require large-scale data processing and data based decisionmakingcapabilities. For instance, for revenue accounting and other back office accountingoperations, paper documents / raw data are sent to remote locations, which are used for data entryand necessary reconciliation.Using high-speed datacom links for their back-office and data processing operations, these banks,airlines and other organisations with extensive data turnover and customer interface, are able tosave costs and valuable resources.The prime concern of these companies is 100 percent availability of data and uptime of facilities.This can be ensured through high-speed datacom links from India to the parent country. In otherwords, such a center could be realised simply as an offshore extension of existing information andback office operations promising constant availability.3. Insurance Claims ProcessingLarge insurance companies get myriads of claims. With the help of well laid down rules onprocessing of claims, the processing can be done anywhere, as long as there is availability of alarge number of graduates who can read and write English, a few doctors and a few accountants.As a result, to save costs, large insurance companies in the US are now outsourcing a lot of suchwork. Thus this can prove to be another good opportunity area.Apart from processing, there is a large amount of logistics involved in this activity. But theguidelines to the process are well established and hence can be easily performed remotely.

4. Medical TranscriptionMedical Transcription is the process through which one accurately and swiftly transcribesmedical records dictated by doctors and other healthcare professionals. It is the method oftranslating the dictation (that forms the basis of providing healthcare) into a format suitable forinclusion in a medical record (hard copy or electronic).In countries like the USA, doctors' time is at high premium. The current practice is for doctors tosimply record their findings through a dictaphone or some such device. These sound tracks arethen sent through datacom lines to overseas companies (where costs are much lower) that employ"medical transcriptionists" who hear these recordings, transcribe them into reports and send themback electronically through datacom lines.5. Digital Content DevelopmentDigital Content development is emerging as one of the fastest growing service segments in theglobal IT enabled services industry. It caters to needs of web site management, production ofcontent for new media such as Compact Disk, Digital Versatile Disk and products of convergenttechnologies such as Internet-enabled TV. It offers a large emerging potential; as more and moreoffices, homes, institutions, students and professionals realize an ever-growing need to have easyaccess to information that can also be suitably fused with other media. The process consists of –‣ compilation and development of digital content for intra-organization‣ dissemination‣ public domain information‣ web content development and management, developing animated movies‣ programs for public / specialized education etc.It typically involves defining a set of rules and norms for collection of data; collating variousunorganized sources of data; sorting; indexing and sifting; compilation; conversion into digitalformat and disseminating to various users.In other types of digital content development, there is usually a contract between contentprovider and developer to review project on an ongoing basis such as cartoon movies, etc.

Opportunities also include acting as an offshore content developer for organizations suchas Internet media companies and where there is a constant need for content development.There are several other such areas where the potential is high. The acceptability of outsourcingsuch work to distant countries and the recognition of the cost savings is rapidly growing6. Payroll / HR ServicesHR services is another area that has immense potential in the field of IT enabled Services. HRservice components include‣ recruitment screening‣ administration and relocation services‣ payroll processing‣ compensation administration‣ benefit planning‣ regulating complianceCall Center and BPO ServicesCall centres combine the use of highly effective and empowered companyrepresentatives with a service framework that relies heavily on State-of-the-artcommunications and information technologies. A call Centre is sometimes defined as atelephone based shared service centre for Specific customer activities and are used fornumber of customer related functions like marketing, selling, information dispensing,advice, technical support etc. Thus, a call centre is a service centre, which has adequatetelecom facilities, trained consultants, access to wide database, Internet and other on-lineinformation support infrastructure to provide information and support to customers. Itoperates to provide round the Clock and year round service i.e.24 x 365 services. The useof call centre is undergoing enormous growth due to importance attached by companiesto customer care, telemarketing for product offerings, tele-banking, concept of directresponse television and home shopping, market liberalization of utilities, growth of directmarketing etc. In addition, telemarketing is growing and information lines are formingpart of many product service offerings. Telephone banking has led to call centre growthin the financial services sector, while in retail the increase in direct response television

and home shopping have driven call centre growth. Market liberalization of utilities hasalso been a key driver of call centre growth. Finally, the growth of direct marketing hasalso contributed to the popularity of call centres as a means of reaching targeted customerbases. Call Centres provide large and small International enterprises with the uniqueability to establish a presence in foreign markets without the expense and complexity ofowning and managing their own infrastructure.A call centre with good metrics and good data capture abilities represents acredible marketplace intelligence system. A call centre can be seen as a window to themarketplace and is also a window to the client organization allowing call centre operatorsto see weakness in client organizations, which could represent business opportunities infuture.Call centre originally conceived as a separate and individual distribution channelof customer care system has been transformed into integrated customer managementsystem. With the enabling of integration of call Centre and Internet technology, callcentres can handle Telephone, fax, web, Internet and interactive TV enquiries on 24x7basis. These combined Internet Call Centres or Customer Contact Centres will Shape thefuture of call centre design.Potential Customer industries for call centres are essentially those industries, whichrequire customer interface and transactions success is based entirely on informationavailability.

These industries include:• Airlines• Banks / Insurance / Financial Services boutiques to provide servicesTo the customers / callers• Telecom services• Companies providing customized and high value services• IT products companies• Tourism & Hotels• Other services industriesMarket SizeAccording to a survey, there are more than 100,000 call centres worldwide and this isexpected to grow to 300,000 by 2002 employing approximately 18 million people. Byyear 2003 a sum of US$60 billion is expected to be spent on call centre services, mainlydriven by e-commerce. As per a survey conducted by Nasscom, it is estimated thatduring 2008, this segment will create employment for 2,70,000 people generatingrevenues of Rs.20,000 crore.Criteria for location of call centresThe choice of location of a call centre by overseas MNCs is based on a number of factorsand include:Laws and Regulations.Telecommunication Infrastructure, Technology & Tariffs - India is perceived astechnologically savvy but with keen desire to emerge as a country with soundtelecommunication infrastructure. Therefore, technology is an important deciding factor

in location decision. Similarly, tariff is another significant factor. There are also issues ofconnectivity (to PSTN etc.) that need to be addressed by the government quickly.Workforce - Companies look to countries that can provide them with work force that isproficient in English (and possibly other languages); cost effective with disciplined workculture.Real EstateAvailability and cost of office space.Economic Incentives - These may take the form of grants or tax exemptions, repatriationof profits, corporate tax on profits generated by call centres, tax treaties etc.Feel-good factor- Companies look for countries where the people are positive, serviceminded and friendly.Proven Success FactorsOperation of a Call Centre revolves around serving an existing and potential customerbase. This need translates into providing satisfying and well-informed responses to acustomer query, or in case of a potential customer, meeting his expectations with regardto quality and quantity of service. The difference in services can be made through anumber of factors. Some of them are discussed as below:Process Integration: The call centre service flow should be closely integrated with theprocess of customer for whom this service is being rendered. This translates into easyaccess to and presentation of updated information.Customer Satisfaction: Defined as Direct-to-Quality (DTQ), this is akin to ability tosatisfying the customers (callers) query the first time.

Responses Time: Waiting period and responses time for a query should be minimized.The only way is by benchmarking against some of the best call centre operations in theworld.Quality: Vendors should aim to achieve quality certification such as ISO 9000 or othercertification applicable to this industry. This includes full COPC-2000 Certification(COPC - Customer Outsourcing Performance Centre). This distinction means that thefacility has met the requirements of all 32 areas described in the COPC-2000 Standard. Itthus helps to validate call centres quality and continuous improvement initiatives.Professional Service: The quality of service rendered by an outsourced call centres shouldbe equal to or exceed service levels already achieved by the clients in-house call centre.Employees: Call Centre staff should be trained on the clients business, the role of the callcentre, nature of potential callers, and service expectations of the client.Accent and Fluency: Call Centre staff needs to be constantly trained to help improveaccent and diction capabilities, especially for region being served.Call Centres in IndiaIn the last couple of years, India has emerged as one of the preferred countries for settingup of call centres. Many companies including GE, Bechtel, British Airways, DellComputers, Bharti Telecom have already chosen India as the base for their new globalcall centres. These are choices made for solid, practical reasons, which guarantee themcompetitive advantage in the global marketplace. Many banks - ICICI, HDFC, StandardChartered, Citicorp, American Express to name a few- telecom service providers andInfoTech companies - Lotus, Hewlett Packard, 3Com etc. have deployed call centres forbetter customer support and care. Guidelines from Department of TelecommunicationsIn India, Call Centre operators have to get a no objection certificate from Deputy DirectorGeneral (Customer Relations) at Department of Communications, Government of India,and New Delhi. This NOC is granted with the aim of granting a special permission to usevoice circuits over international gateways with the dedicated and stated purpose ofserving overseas customers, and accompanied by an undertaking that it will not beconnected to a PSTN within India.

The Government of India has released a set of Terms / Conditions for Call Centreoperators in India. The new policy initiatives are aimed at liberalizing Call Centreoperations in India. Some of the salient points of the policy are as under:The Call Centres are being permitted on nonexclusive basis against the requests receivedfrom IT Service providers. These call centres can either be international or domestic innature. However, no interconnectivity of the international and domestic call centres ispermitted. But, interconnection of two domestic call centres of the same company ispermissible, subject to prior approval of the DoT. The International Call Centres will bepermitted on IPLCs (International Private Leased Circuits) only and will cater to callsfrom foreign end PSTN (Public Switched Telephone Network). However, no PSTNconnectivity will be permitted at the Indian end. At Indian end, even linking to anyprivate or public network is not permitted for IPLC, even if it is of the same organization.The domestic call centre can have PSTN connectivity at one end or both ends or atmultipoint in a more complex configuration, with only incoming and with outgoingdisabled at all places, wherever PSTN termination is provided. No otherinterconnectivity, except as permitted above, with any public or private network, shall bepermitted to the call centre set up.Nasscom welcomes the above initiative announced by DoT. This is expected to giveboost to proliferation of call centres in India. However, there is a strong need to permitPSTN connectivity at the Indian end, to international call centres as well as for softwarecompanies in India (who provide software support from India). This is important not onlyfor large establishments of international call centres (a great source of export revenue andemployment) but also to encourage software companies to enable their employees toperform as teleworkers. Nasscom is presently working with concerned authorities toresolve this issue. It is also desired that domestic and international Call Centres bepermitted interconnectivity. Actually, there should be no distinction between them.FINANCIAL HIGHLIGHTS OF THE COMPANY FOR THE PAST FIVE YEARSI. ASSETS AND LIABILITIES(Rs. In lacs)PARTICULARS 1998-99 1999-2000 31-10-2000 31-10-2001 31-10-2002 30.10.2003Sources of FundsShareholders FundsShare Capital 105.00 150.05 200.00 335.00 335.00 335.00Reserves & Surplus 16.82 44.48 95.70 158.99 363.64 725.48

Loan FundsSecured Loans 2.41 1.00 0.00 0.00 0.00 0.00Unsecured Loans 0.00 0.00 0.00 25.98 0.00 0.00Total 124.23 195.49 295.70 519.97 698.64 1060.48Application of FundsFixed AssetsGross Block 21.81 40.81 40.81 40.81 50.87 50.87Less : Depreciation 1.63 4.39 7.50 13.72 20.66 27.62Net Block 20.18 36.42 33.31 27.09 30.20 23.25Capital Work In Progress 0.00 61.69 103.16 130.54 130.54 231.67Investments 0.00 0.00 0.00 107.61 111.75 111.75Current Assets LoansAnd AdvancesInventories 22.87 0.00 0.00 0.00 0.00 0.00Sundry Debtors 66.45 62.19 145.09 195.68 380.87 627.13Cash& Bank Balances 13.19 36.80 18.73 55.64 47.39 68.76Loans And Advances 3.14 0.00 2.45 5.33 0.00 0.00Less : Current LiabilitiesAnd ProvisionsLiabilities 1.60 1.62 7.04 1.93 1.93 2.08Net Current Assets 104.05 97.38 159.23 254.72 426.13 693.80Total 124.23 195.49 295.70 519.97 698.64 1060.48II.PROFIT AND LOSS(Rs.In lacs)PARTICULARS 1998-99 1999-2000 31-10- 31-10- 31-10- 30.10.20032000 2001 2002Income :TextilesDomestic 0.00 0.00 0.00 0.00 0.00 0.00Exports 74.53 0.00 0.00 0.00 0.00 0.00SoftwareDomestic 357.98 479.30 348.36 351.49 561.15 612.45Export / Overseas 6.10 15.26 202.82 410.95 986.70 1602.99Other Income 1.00 6.83 0.00 0.00 0.00 0.00Increase / Decrease (3.68) (22.87) 0.00 0.00 0.00 0.00in StockTotal Income 435.92 478.52 551.18 762.44 1547.85 2215.44Expenditure :Operating & Other 427.96 448.10 496.85 692.95 1336.24 1846.65ExpensesDepreciation 1.44 2.76 3.11 6.21 6.95 6.95Total Expenditure 429.39 450.86 499.96 699.16 1343.19 1853.60

PBT 6.53 27.66 51.23 63.27 204.65 361.84Provision For0.00 0.00 0.00 0.00 0.00 0.00Income Tax6.53 27.66 51.23 63.27 204.65 361.841. SIGNIFICANT ACCOUNTING POLICIES:a) Method of Accounting :I. The financial statements are prepared on a going concernbasis with historical costs.II. The company generally recognises income and expenditure on an accrual basis except thosewith significant uncertainties.b) Fixed Assets :iiiFixed Assets are stated at original cost , including taxes , freight and other incidentalexpenses related to installation and acquisition.Depreciation on Fixed assets is provided on Straight Line Method as per schedule XIV to theCompanies Act, 1956.iii Capital Work in progress of Rs.130.54 lacs incurred for the proposed project will becapitalised after completion of project.

c) Inventories :d) i) Valuation of Inventories of raw materials, packing materials, finished goods and work inprocess arevalued at cost or market price whichever is lower.ii) Quantitative details of computerware are not capable of being expressed in generic terms.NOTES TO BALANCE SHEET ITEMS :A. Current Assets, Loans and Advances:a) In the opinion of Board of Directors the current assets, loans and advances other thaninventories are approximately of the value as stated if realised in the ordinary course ofbusiness.b) Balances of debtors and loans and advances are subject to confirmation and reconciliationif any.c) Bank balance includes fixed deposits in the name of company held with scheduled bank.B. Current Liabilities & provisions :Balance of creditors are subject to confirmation and reconciliation if any.2. NOTES ON PROFIT & LOSS ACCOUNT ITEMS :a) Sales also include profits on sale of export incentives.b) Auditors remuneration Rs.14,000/- relates to paymentsfor statutory audits and tax audit fee.3. OTHERS :

a) Previous year figures are regrouped and reclassified wherever necessary.Note :DividendsThe company has not declared any dividends since incorporation.Bonus IssueThe Company has not declared any bonus since incorporation.CASH FLOW STATEMENTS FOR PAST 6 YEARSP A R T I C U L A R S 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03A. CASH FLOW FROMOPERATING ACTIVITIESNet Profit before Tax and Extra 10.29 6.53 27.66 63.28 204.66 361.84Ordinary ActivitiesAdd Adjustments for :Depreciation 0.19 1.44 2.76 6.21 6.95 6.95Share of partnership profit - (1.00) - - - -Interest (0.37) - - - - -Operating Profit before WorkingCapital Changes10.11 6.97 30.42 69.49 211.61 368.79Adjustments for :Inventories (26.55) 3.68 22.87 - -Trade and other receivable (67.34) (2.25) 7.40 (53.46) (179.67) (246.31)Trade payables and Provisions 1.33 0.27 0.02 (5.10) - -

NET CASH FROM OPERATINGACTIVITIES(82.45) 8.67 60.71 10.93 31.94 122.48B. CASH FLOW FROMINVESTING ACTIVITIES(Purchase) /Sale of Fixed Assets (11.26) (10.55) (19.00) - (10.07) -(Purchase)/sale of Investment - - - (107.61) (4.14) -Share of partnership profit - 1.00 - - - -Interest received 0.37 - - - - -Capital work in progress - - (61.69) (27.39) - -NET CASH FROM INVESTINGACTIVITIES(10.89) (9.55) (80.69) (135.00) (14.21) -C. CASH FLOW FROMFINANCING ACTIVITIESProceeds from short term loans ( Netof repayments )3.63 (1.22) (1.45) 25.99 (25.99) (101.11)Issue of Share 105.00 - 45.05 135.00 - -NET CASH FROM FINANCINGACTIVITIES108.63 (1.22) 43.60 160.99 (25.99) (101.11)NET ( DECREASE )/INCREASE INCASH AND CASHEQUIVALENTS ( A+B+C )CASH AND CASHEQUIVALENTS OPENINGBALANCECASH AND CASHEQUIVALENTS CLOSINGBALANCENET ( DECREASE )/ INCREASEIN CASH AND CASHEQUIVALENTS15.29 (2.10) 23.62 36.92 (8.26) 21.37- 15.29 13.19 18.73 55.65 47.3915.29 13.19 36.81 55.65 47.39 68.7615.29 (2.10) 23.62 36.92 (8.26) 21.37

MANAGEMENT DISCUSSIONS AND ANALYSIS OF RESULTS OF THECOMPANY FOR THE LAST THREE YEARSFINANCIAL DATA FOR LAST THREE YEARSLacs )( Rs inParticulars1999-00 31-10-0031-10-01 31.10.02(7 mths)Total Income (A) 478.52 551.18 762.44 1547.85% Change 15.18 38.33 103.01Software Sales 479.30 551.18 762.44 1547.85% Change 15.00 38.33 103.12Total Expenditure (B) 450.86 499.96 699.16 1343.19% Change 10.89 39.84 92.11Profit After Tax 27.66 51.23 63.27 204.65% Change 85.21 23.50 222.98Analysis of Financial results :-1999-2000 to 2000-2001The Company has achieved marginal growth in Total Income over the last two years. The TotalIncome has risen from Rs.478.52 lacs for the year 1999-00 to Rs.551.18 lacs for the year ended31.10.2000 due to the increase in software sales from Rs 479.30 lacs for the year 1999-00 to Rs551.18 lacs for the year ended 31.10.2000 while the Expenditure of the company has shown avery marginal increase from Rs. 450.86 lacs for the year 1999-00 to Rs.499.96 lacs .The Net Profits of the company have risen sharply to Rs. 51.23 lacs for year ended 31.10.2000 (7months period ) from Rs. 27.66 lacs for 1999-00 showing a growth rate of 85.21 % ( 217.50 %on annualised basis ) due to increase in software sales and their realisation.The E.P.S has also shown significant improvement over the same period rising by 39.13 % (138.59 % on an annualised basis.

The total income has risen from Rs 551.18 lacs for the year ended 31.10.2000 to Rs 762.44 lacsfor the year 2000 –01 due to increase in software sales from Rs 551.18 lacs to 762.44 lacs .Butthe expenditure of the company has shown a corresponding increase from Rs 499.96 lacs to Rs699.16 lacs because of which net profit of the company has increased from Rs 51.23 lacs to Rs63.27 lacs showing a marginal improvement of 23.50 % . Due to increase in equity capital ofcompany , the E.P.S. for the corresponding period shows a marginal decline .2000-2001 to 2001-2002The total income of the company has increased by 103.01% to Rs. 1547.85 lacs as compared to2000-2001 due to the increase in the software sales of the company. Thereby there has been acorresponding increase in the expenditure. Due to higher profit margins the profits of thecompany too has increased by 222.98% to Rs. 204.65 lacs.Information Regarding :-a) Unusual or infrequent events or transactionsThe Company has changed its business from textile to software in the year 1998 to take theadvantage of boom in Software business and thereby to improve its profitability.b) Significant Economic Changes that materially affected or are likely to affect income fromcontinuingoperations.The Government of India has identified IT Industry as a thrust area and incentives are beingprovided to encourage the Industry. Hence, the Company does not foresee any adverse policychanges that could be detrimental to the growth of this Industry.c) Known Trends or uncertainties that have had or expected to have a material adverse impact onsales, revenue or income from continuing operations.

The Software Industry is subject to severe competition on technical excellence. The companyhas planned to equip itself with advanced hardware and training program for its softwaremanpower resources to keep pace with these changes.d) Future changes in relationship between costs and revenues in case events such as labour ormaterial costs or prices that will cause a material change are knownSoftware contracts are evaluated on the basis of the estimated man-hour requirements as alsothe complexity of the job. Any variation in the principle head of cost, manpower, is factored inwhile evaluating the price.e) The extent to which material increase on net sales or revenue are due to increased salesvolume,introduction of new products or services or increased sales prices.The incremental growth in the projected sales and revenues of the Company is based onthe assumption that the Company will enjoy the benefits of growth in the business andalso due to the line of activity which has tremendous potential in the Web Centricenvironment.f) Total turnover of each major industry segment in which the Company operatesThe Company operates in the Software Industry, which has compounded annual growth rate of56.3%. NASSCOM estimates that the sales of the Indian software services are expected toreach Rs. 560 billion by 2003.g) Status of any publicly announced new products or business segmentNot applicable.h) The extent to which business is seasonalSoftware industry is non-seasonal in nature and business volumes are only dependent on themarketing efforts of the Company.

i) Any significant dependence on a single or few suppliers or customersNot applicable.j) Competitive conditionsThe activities in to which the company is preparing toexpand is still in its early stages of growth and so thecompany enjoys the early bird advantage and does notforesee much of competition.In the opinion of the Board of Directors there have nocircumstances arisen since the date of last financialstatements as disclosed in the prospectus any of whichmaterially and adversely affect or is likely to affect thetrading or profitability, or the value of its assets, or itsliability to pay its liabilities within the next twelve monthsBASIS FOR ISSUE PRICEQualitative Factors:a) High Growth Rate.In the year 1998-99 Company’s promoters along with its foreign buyers observed that worldwideIT industry is growing at a CAGR of 14% and CAGR for Indian software industry for last fiveyears has been at 56.3% and there is huge demand available for software products.b) Wholly Owned Subsidiaries Abroad

Company has already opened wholly owned subsidiaries in U.S.A. and steps have been taken toset up the wholly owned subsidiary in U.K and Singapore which will enable the company toachieve higher market share. Company also has business alliances in domestic as well asinternational market and to further strengthen its marketing and software lab infrastructure in theinternational arena.Quantitative factors1. Adjusted EPSPARTICULARS EPS (Rs.) WEIGHT USEDa. 1999-2000 2.56 1b. 2000-2001 1.89 2c. 2001-2002 6.11 3Weighted Average for last 3 years (Rs.) 4.112. Price Earning Ratio (P/E Ratio ) in relation to the company is not available since thecompany is not a listed company.Industry P/E Ratio: -Highest 29.9Lowest 0.3Composite Average 9.9(Source: Industry Category “Computers Software-Medium/Small Companies inCapital Market Issued dated (November 10, 2003) )3. Return on Net Worth

1999-2000 17.33 12000-2001 13.00 22001-2002 29.29 3Weighted Average 21.874. Minimum return on total net worth after issue needed to maintain EPS at Rs.6.11is 36.54%

5. Net Asset Value (NAV)a. As at 31.10.2002 : Rs. 20.85b. After Issue : Rs. 18.78c. Issue price : Rs. 15.006. Accounting RatiosIssuerCompanyIndustryAvgPeer Group(Sonata Software– on thebasis of post issue equity)EPS 6.11 3.75 1.4P/E Ratio N.A. 8.80 8.4Return on Net Worth 29.29 42.35 11.0NAV 20.85 7.52 14.0[Source: Industry Category “Computers Software-Medium/Small Companies in CapitalMarket Issued dated (November 10, 2003)]OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTSThere are no pending litigations, disputes, over dues, defaults to financial institutions/banks andinstances of non-payment of statutory dues by the issuer company, promoters and the othercompanies/firms promoted by the promoters.There are no cases pending litigation, disputes, defaults, etc in respect of companies to which thepromoters were associated in the past but are no longer associated and their name continues to beassociated with the particular litigation.There is no litigation against promoter or directors involving violation of statutory regulations or acriminal offence.

There are no pending proceedings initiated for economic offences against the directors, the promoters,companies and firms promoted by the promoters irrespective of the fact whether they fall under thepurview of sec 370 (1B) of the Company’s Act 1956.There are no outstanding litigations, disputes pertaining to matters likely to affect operation andfinances of the company including disputed tax liabilities, prosecution under any enactment in respectof schedule XIII against issuer company, promoters and other companies/ firms promoted by thepromoters.The promoters /directors/ promoters companies have not violated the provisions of the CompaniesAct, 1956 and none of the promoters/ directors/ promoters companies have been suspended by SEBIor any disciplinary action have been taken by SEBIAll the companies promoted by promoters have paid their listing fees regularly and there are noarrears. The Companies have not violated the provision of the listing agreement and no action hasbeen taken by the Stock Exchanges on these companies or show cause notices have been issued bySEBI / Stock Exchanges on theses companies.INVESTOR GREIVANCES AND REDRESSAL SYSTEMInvestor’s grievances pertaining to this issue will be handled by the Registrar to the Issue namelyM/s. Bigshare Services Pvt. Ltd. A fortnightly status report of the complaints received andredressed by them would be forwarded to the CompanyThe Company has appointed Mr. Nilesh Ambre, as Compliance Officer who would directly dealwith SEBI officer with respect to implementation of various laws, rules, regulations and otherdirectives issued by SEBI and matters related to investor complaints. The investors may contactthe compliance officer in case of any pre issue/post issue related problems. The Complianceofficer will be available at the registered office of the Company.

STOCK MARKET DATAPresently the Equity Shares of the Company are not listed on any of the Stock Exchanges.COMPANIES UNDER THE SAME MANAGEMENT U/S. 370 (1B) OF THECOMPANIES ACT 1956. WHICH MADE ANY ISSUE IN LAST THREE YEARSNo issues have been made by the Company and other companies under the same managementduring the last three years.PREVIOUS ISSUES OF THE COMPANY DURING THE LAST FIVE YEARSNo issues have been made by the Company during the last five years.RISK FACTORS & MANAGEMENT’SPERCEPTION TO THE RISK FACTORSFACTORS INTERNAL TO THE COMPANY1. The Company is promoted by first generation entrepreneurs and therefore the project bearsall the risks associated with such ventures.Management Perception:Though the promoters are first generation promoters, they have varied experience and areconfident of establishing themselves in this line of activity in a large scale.2. The Registered Office and the corporate office has been changed from 11-Rayfreda, 2 ndFloor, Sir Vasanji Marg, Chakala, Andheri (E), Mumbai-400 093 to its present address sinceJanuary 1, 2003. This office has been taken on lease for a period of 3 years from Mrs. NinaRanka who is a Promoter of the company and is also related to Mr. Kamal Ranka, a Directorof the company.Management Perception :A formal lease agreement for 3 years wef January 1, 2003, is in place between the companyand Mrs. Nina Ranka..3. The core promoters do not have much experience in the Software Business and the Companydepends to a significant degree upon the contributions of Senior Management and certain KeyTechnical, Research and Development and Sales and Marketing Personnel. The loss of any

such key person could have a material adverse effect on the Company’s business, financialconditions and result of operations.Management Perception:The company will be implementing continuous efforts for retaining its employeesthrough performance-based rewards, training programs, and developing a healthyorganizational culture.4. The company had initially during December 2000 filed its draft prospectus with SEBI for apublic issue of Rs. 540.00 lacs for setting up a software development centre in Mumbai andagain refilled the draft prospectus during Feb 2002. The Company had received SEBIobservations for its issue but had not proceeded with the sameManagement PerceptionThe company deferred its public issue due to bad market conditions prevailing at that time.5. One of the promoters, Mrs. Nina Ranka, is a Director of Rapid Investments Ltd., which is inthe ‘Z’ Category of the Bombay Stock Exchange.Management PerceptionMrs. Nina Ranka holds less than 5% of equity of Rapid Investments Ltd. She is also notinvolved in therunning of the day to day affairs of the company.6. The shares of the company are to be listed only on the Pune and the Hyderabad Stockexchanges and not on the Mumbai Stock exchange, hence the liquidity in shares of thecompany may not be high.

7. The company has presently not complied with the requirements relating to CorporateGovernance.Management PerceptionThe requirements relating to Corporate Governance are presently, compulsorily, to befollowed only by listed companies and the company shall also follow the same once its sharesare listed on the stock exchanges.8. The proposed project is mainly financed by the present issue of equity shares and any delayin raising funds from the public issue will adversely affect the implementation andperformance of the project.Management PerceptionThe Company is in the field of Software for past five years and is performing well. So anydelays in raising funds from the public issue would not adversely effect the implementationand performance of the project.9. Cost of project and means of finance has not been appraised by any bank or financialInstitution and are based on the Company’s own estimates. The deployment of fundscollected in this issue will be at the sole discretion of the management of the company. Thusthere will be no independent Body monitoring the use of Proceeds and the Utilisation of issueproceeds is at the total discretion of the management.Management PerceptionThe promoters are experienced in the field and they are confident of viability of the project.10. The Company has made SWOT analysis of its operation vis-à-vis that of Software Industry inwhich the company is exposed to certain threats and weaknesses.Management PerceptionThe SWOT analysis is general in nature and is applicable to any software company.11. The name of the company was changed from Kamakshi Yarns Private Limited to KenSoftware Technologies Private Limited on 22.02.2000 and from Ken Software TechnologiesPrivate Limited to its present name i.e. Ken Software Technologies Limited on 10.05.2000.Management perceptionThe name of the Company was changed to incorporate the words “Ken SoftwareTechnologies” in order to reflect that software technologies had become the true business ofthe Company.12. The company is yet to apply for the approvals from Videsh Sanchar Nigam Limited forsetting up the IPLC.Management perceptionNew players are coming in and the Company expects better pricing in future.

13. The Authorised share capital of the company has been increased from Rs. 800.00 lacs to Rs.1140.00 lacs vide resolution passed on 15 th July, 2003, but the ROC formalities for the sameare yet to be completed.Management perceptionThe Company is in the process of complying with the ROC formalities for increase in theauthorized share capital.14. Under the Companies Act, 1956, it is mandatory to appoint a Company Secretary fora company having paid up capital of not less then Rs. 2 Crores. But the Company stillhas not appointed a Company Secretary.Management PerceptionThe Company is still in the process of appointing a suitable candidate for the position ofCompany secretary but has not found one till date.

EXTERNAL TO THE COMPANY1. Any adverse change in government policies in relation to software industry may affect theperformance and profitability of the Company.Management Perception : Government of India has identified software industry as itsthrust area and incentives are being provided to encourage the industry. Hence theCompany does not foresee any adverse policy changes that could be detrimental to itsgrowth.2. Call Centre & BPO Business is in its evolution stage in this country and it may beadversely affected by any policy changes in the United States.3. Selection, recruitment and retention of skilled high quality manpower is crucial for thesuccess of the Company.Management Perception : The Company has already recruited about 45 technicalprofessionals and is in the process of recruiting high quality professionals for its expansionproject at the middle and lower levels of management.4. The IT industry is prone to high risk of technological obsolescence.Management Perception : Continuous up-gradation of technical skills will enable theCompany to set off the technological obsolescence.5. The Company may face competition from established Companies and future entrants in theindustry.Management perception:The Company has its presence in niche areas with high growth potential and also allianceswith companies of global presence and ability to complete large projects. Thus theCompany will be able to withstand the pressure of competition from the other entities.6. Any fluctuation in the Foreign Exchange rates may have an impact on the financials of theCompany.7. Lots of big corporations are entering into the ITES Sector. Multi-national Companies aresetting up their own BPO Centers in India as a measure of Cost reduction.Management Perception:Although the competition could increase, the company is confident that it can approach themedium andsmall size corporate for getting continuous BPO orders.

PART - IIGENERAL INFORMATIONCONSENTSConsents in writing of the Directors, Lead Manager to the Issue, Auditors, Bankers to theCompany, Bankers to the Issue, Registrar to the Issue and Brokers to the Issue to act intheir respective capacities have been obtained and filed with the Registrar of Companiesalong with a copy of this Prospectus, as required under Section 60 of the Companies Act1956, and none of them have withdrawn the said consents up to the time of filing of thisProspectus for registration with the said Registrar of Companies.M/s Rajesh Agarwal & Co. Chartered Accountants, the Auditors of the Company, have alsogiven their consent for the inclusion of their Report as appearing herein in the form and contextin which it appears in this Prospectus and also of the tax benefits accruing to the Company andto the members of the Company and such consent and reports have not been withdrawn up to thetime of delivery of this prospectus for registration with the Registrar of Companies.EXPERT OPINIONSave and except as mentioned elsewhere in the prospectus, the company has not obtainedany expert opinion.CHANGES IN DIRECTORS SINCEINCORPORATIONName of the Directors Date of Joining Date of RetirementRemarks

Nina Ranka 22/10/97 8/02/98 ResignedKamal Ranka 28/02/98 25/09/99 ResignedRaj Singh Nirwan 12/04/01 25/06/03 ResignedJitender Nigam 25/06/03 -- AppointedKamal Ranka 1/10/2003 AppointedCHANGES IN AUDITORS SINCEINCORPORATIONThe Auditors of the company have been changed from April 1, 2002 to the presentauditors of the company.AUTHORITY FOR THE PRESENT ISSUEPursuant to Section 81 (1A) of the Act the present issue has been authorised by a specialresolution passed by the shareholders of the company at the Extra Ordinary General Meeting heldon 27.10.03.DISPOSAL OF APPLICATION AND APPLICATION MONEYNo receipt will be issued for application money. However, the Bankers to the issue receiving theapplication will acknowledge the receipt of the application by stamping and returning thedetachable acknowledgement slip appended to each application.The sum received in respect of the issue will be kept in separate bank accounts and the Companywill not have any access to the funds unless approval of the Regional Stock Exchange i.e. PuneStock Exchange is obtained for the Basis of Allotment and Listing Approval from the StockExchanges where listing is proposed.The Company reserves the full unqualified and absolute right to accept or reject any applicationin whole or part and in either case without assigning any reason thereof.

ALLOTMENT LETTERS & SHARE CERTIFICATES & REFUND ORDERSLetters of Allotment/Share Certificates as the case may be will be dispatched by Registered Postto the sole/first applicant within ten weeks from the date of closure of the Issue. The Companyshall pay interest @ 15% per annum on the entire amount if the allotment of the Equity Shareshas not been made within 30 days from the date of closure of the Issue. This interest will be paidfrom the 31 st day from the closure of the Issue until the actual date of allotment. Alternatively, incase of any delay in the dispatch of refund orders beyond 30 days from the closure of the Issue,interest @ 15% per annum, will be paid on the refund amount from the 31 st day from the closureof the Issue until the date of dispatch of the refund orders.The Company shall ensure despatch of refund orders of value up to Rs.1,500/-under certificate ofposting and Share Certificate / Allotment advice and/or regret letters together with refund ordersover Rs.1,500/- by Registered Post only.The Company has undertaken to make available necessary funds to the Registrar for the purposeof despatch of Allotment Letters / Share Certificates / Refund Orders as stated above.BASIS OF ALLOTMENTIn the event of the public Issue being oversubscribed, the allotment will be on a proportionatebasis subject to market lots as explained below :-a. A minimum 50% of the net Issue to the Indian public will be made available for allotment infavour of those individual applicants who have applied for 10 marketable lots Equity Sharesor Less. This percentage may be increased in consultation with the Regional Stock Exchangesdepending on the extent of response to the Issue from investors in this category. In caseallotments are made to a lesser from investors in this category. In case allotments are madeto a lesser extent than 50% because of lower subscription in the above category, the balanceEquity Shares would be added to the higher category and allotment made on a proportionatebasis as per relevant SEBI Guidelines.b. The balance of Net Issue to Indian Public shall be made available to investors includingcorporate bodies/institutions and individual applicants who have applied for allotment ofmore than 10 marketable lots.c. The un-subscribed portion of the net issue to any of the categories specified in (a) or (b) shallbe made available for allotment to applicants in the other category, if so required.d. Applicants will be categorised according to the number of equity shares applied for.e. The total number of equity shares to be allotted to each category as a whole shall be arrivedat on a proportionate basis i.e. the total number of shares applied for in that category (numberof applications in the category multiplied by the number of equity shares applied for)multiplied by the inverse of the over subscription ratio.f. Number of equity shares to be allotted to the successful allottees will be arrived at on aproportionate basis i.e. total number of equity shares applied for by each applicant in thatcategory multiplied by the inverse of the over subscription ratio.g. In all the applications where the proportionate allotment works out to less than100 equityshares per applicant in the allotment shall be made as follows :-ii.Each successful applicant shall be allotted a minimum of 100 equity shares, and

iii. The successful applicants out of the total applicants of that category shall bedetermined by draw of lots in such a manner that the total number of equity sharesallotted in that category is equal to the number of equity shares worked out as per (b)above.h. If the proportionate allotment to an applicant works out to a number that is more than 100 butis not a multiple of 100 (which is the marketable lot) the number in excess of the multiple of100 would be rounded off to the higher multiple of 10 if that number is 50 or higher. If thatnumber is lower than 50, it would be rounded off to the lower multiple of 100. All applicantsin such categories would be allotted equity shares arrived at after such rounding off.

If the equity shares allocated on a proportionate basis to any category is more than the equityshares allotted to the applicants in the category, the balance available equity shares for allotmentshall be first adjusted against any other category where the allotted equity shares are notsufficient for proportionate allotment to the successful applicants in that category. The balanceequity shares if any, remaining after such adjustment will be added to the category comprising ofapplicants applying for minimum number of equity shares.As the basis of allotment is on proportionate basis, in the process of rounding off to the nearestmultiple of 100, the issue size may increase by a maximum of 10% of the net offer to IndianPublic.In the event of over subscription, the Lead Manager to the issue and the Registrar to the issueshall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner.INTEREST IN CASE OF DELAY ON ALLOTMENT & DESPATCHa. As far as possible, allotment of securities offered to the public shall be made within 30 daysof the closure of this offer.b. The issuers shall pay interest @ 15% per annum for the period of delay beyond 30 days ifthe allotment has not been made and / or refund orders have not been dispatched to theinvestors within 30 days from the date of closure of the offer.ISSUE OF SHARE CERTIFICATESThe Share certificates will be delivered within three months from the date of allotment as per theprovisions of section 113 and other relevant provisions of the Companies Act, 1956, in exchangeof allotment letters, issued if any.INTEREST ON EXCESS APPLICATION MONEYPayment of interest at the rate of 15% per annum on the excess application money will be madeto the applicants for the delayed period, if any, beyond 30 days from the date of closure of thesubscription list, in terms of the provisions of the Companies Act, 1956 and the guidelines issuedby the Ministry of Finance vide Letter No. F/8/6/SE/79 dated 21.7.83 and as amended by LetterNo.F/14/2/SE/85 dated 27.9.1985 addressed to Stock Exchanges and as further modified bySEBI’s circular dated May 15, 1996. No interest will be paid on Stock invest.Application of Section 269SS of the Income Tax Act, 1961.In respect of the provisions of Section 269SS of the Income Tax Act, 1961, the subscriptionagainst the equity shares should be effected only by an account payee cheque or an accountpayee draft / stock invest, if the amount payable is Rs.20,000/- or more. In case the payment ismade in contravention of this provision, the application money will be refunded and no interestwill be paid.DENOMINATION OF SHARE CERTIFICATESThe Equity Shares Certificates will be issued in marketable lots of 100 Equity Shares of the facevalue of Rs.10/- each.

INVESTOR GRIEVANCE REDRESSAL SYSTEMThe Company has appointed Mr. Nilesh Ambre, Compliance Officer who would directly dealwith SEBI officer with respect to implementation of various laws, rules, regulations and otherdirectives issued by SEBI and matters related to investor complaints. The investors may contactthe compliance officer in case of any pre issue/post issue related problems. The Complianceofficer will be available at the registered office of the Company.

COMPANY INFORMATION AND PUBLIC ISSUEMANAGEMENT TEAMREGISTERED OFFICE107, Turf Estate, E. Moses Road,Mahalaxmi, Mumbai – 400 011Ph. : 022 24950632 /33Fax: 022 24950634LEAD MANAGER TO THE ISSUEARYAMAN FINANCIAL SERVICES LIMITEDSEBI Regn No. - INM 000006807208, Maker Chamber V, 2 nd Floor,Nariman Point,Mumbai – 400 021.Tel. : 022-282 64 64, 2288 31 34Fax : 022-2282590.e-mail : afsl@vsnl.comREGISTRAR TO THE ISSUEBIG SHARE SERVICES PVT. LTD.SEBI REG. NO. INR 1385

E-2 Ansa Industrial EstateSaki Vihar Road,Saki Naka, Andheri EastMumbai – 400072Tel : 8523474/8360652 Fax : 8525207Email : bigshare@bom7.vsnl.net.inAUDITORSM/s Rajesh Agarwal & Co.Add:145, Dadyseth Agiary Lane,10-Shiv Niwas,Mumbai 400 002.Tel: 22089335COMPANY SECRETARYThe Company is yet to appoint a Company Secretary and has stated that it would do sobefore filing the final prospectus with RoC.COMPLIANCE OFFICERMr. Nilesh Ambre107 / Turf Estate, Off. E. Moses Rd.,Shakti Mill Lane, Mahalaxmi (W),Mumbai- 400 011.

BANKERS TO THE COMPANYSYNDICATE BANKNariman Bhavan, Ground Floor,Nariman Point,Mumbai-400 021.BROKERS TO THE ISSUEBrokers who are members of the recognised Stock Exchanges can act as brokers to the issue.BANKERS TO THE ISSUE

B) FINANCIAL INFORMATIONAUDITORS’ REPORTTo,The Board of Directors,KEN SOFTWARE TECHNOLOGIES LIMITED107 / Turf Estate, Off. E.Moses Rd.,Shakti Mill Lane, Mahalaxmi (W),Mumbai- 400 011.Dear Sirs,We have pursued the books and audited accounts of KEN SOFTWARETECHNOLOGIES LIMITED ( formerly Kamakshi Yarns (P) Limited ) for the period ofsix years ended October 31,2002 being the last date up to which the accounts of theCompany have been made up and audited .We have also pursued the final accounts of Ken Technologies USA Inc. , the subsidiarycompany of Ken Software Technologies Ltd. and accordingly , we are furnishingherewith the consolidated accounts of Ken Software Technologies Ltd. and its subsidiary.In accordance with the requirements of Clause 24 of Part II of Schedule II to theCompanies Act, 1956, we report that the profits / losses of the Company for the aboveyears are as set out below. These profits have been arrived at after charging all expensesof operation and management including depreciation and after making such adjustmentsand regrouping which in our opinion are appropriate and are subject to the notes givenbelow.

I. ASSETS AND LIABILITIES(Rs. In lacs)PARTICULARS 1998-99 1999-2000 31-10-2000 31-10-2001 31-10-2002 30.10.2003Sources of FundsShareholders FundsShare Capital 105.00 150.05 200.00 335.00 335.00 335.00Reserves & Surplus 16.82 44.48 95.70 158.99 363.64 725.48Loan FundsSecured Loans 2.41 1.00 0.00 0.00 0.00 0.00Unsecured Loans 0.00 0.00 0.00 25.98 0.00 0.00Total 124.23 195.49 295.70 519.97 698.64 1060.48Application of FundsFixed AssetsGross Block 21.81 40.81 40.81 40.81 50.87 50.87Less : Depreciation 1.63 4.39 7.50 13.72 20.66 27.62Net Block 20.18 36.42 33.31 27.09 30.20 23.25Capital Work In Progress 0.00 61.69 103.16 130.54 130.54 231.67Investments 0.00 0.00 0.00 107.61 111.75 111.75Current Assets Loans AndAdvancesInventories 22.87 0.00 0.00 0.00 0.00 0.00Sundry Debtors 66.45 62.19 145.09 195.68 380.87 627.13Cash& Bank Balances 13.19 36.80 18.73 55.64 47.39 68.76Loans And Advances 3.14 0.00 2.45 5.33 0.00 0.00Less : Current LiabilitiesAnd ProvisionsLiabilities 1.60 1.62 7.04 1.93 1.93 2.08Net Current Assets 104.05 97.38 159.23 254.72 426.13 693.80Total 124.23 195.49 295.70 519.97 698.64 1060.48

II.PROFIT AND LOSS(Rs.In lacs)PARTICULARS 1998-99 1999-2000 31-10-2000 31-10-2001 31-10-2002 30.10.2003Income :TextilesDomestic 0.00 0.00 0.00 0.00 0.00 0.00Exports 74.53 0.00 0.00 0.00 0.00 0.00SoftwareDomestic 357.98 479.30 348.36 351.49 561.15 612.45Export / Overseas 6.10 15.26 202.82 410.95 986.70 1088.21Other Income 1.00 6.83 0.00 0.00 0.00 0.00Increase / Decrease inStock(3.68) (22.87) 0.00 0.00 0.00 0.00Total Income 435.92 478.52 551.18 762.44 1547.85 2215.44Expenditure : 1846.65Operating & OtherExpenses427.96 448.10 496.85 692.95 1336.24 6.95Depreciation 1.44 2.76 3.11 6.21 6.95 1853.60Total Expenditure 429.39 450.86 499.96 699.16 1343.19361.84PBT 6.53 27.66 51.23 63.27 204.65 0.00Provision For Income Tax 0.00 0.00 0.00 0.00 0.00 361.846.53 27.66 51.23 63.27 204.65III. ACCOUNTING RATIOS :PARTICULARS 1998-99 1999-2000 31-10-200031-10-2001 31-10-2002 31.10.2003(7 months)Net Worth ( Rs. in lacs ) 121.82 194.53 295.70 493.98 698.64 1060.47EPS (Rs.) 0.62 1.84 2.56 1.89 6.11 13.26Return on Net Worth (%) 5.36% 14.22% 17.33% 13% 29.29% 34.12%Net Asset Value Per Share 11.83 13.03 14.78 15.49 20.85 31.66(Rs.)

1. SIGNIFICANT ACCOUNTING POLICIES:a) Method of Accounting :I. The financial statements are prepared on a going concernbasis with historical costs.II. The company generally recognises income and expenditure on an accrual basis except thosewith significant uncertainties.b) Fixed Assets :iiiiiiFixed Assets are stated at original cost , including taxes , freight and other incidentalexpenses related to installation and acquisition.Depreciation on Fixed assets is provided on Straight Line Method as per schedule XIV tothe Companies Act, 1956.Capital Work in progress of Rs.130.54 lacs incurred for the proposed project will becapitalised after completion of project.

c) Inventories :a) i) Valuation of Inventories of raw materials, packing materials, finished goods and workin process are valued at cost or market price whichever is lower.ii) Quantitative details of computerware are not capable of being expressed in genericterms.4. NOTES TO BALANCE SHEET ITEMS :A. Current Assets, Loans and Advances:a) In the opinion of Board of Directors the current assets, loans and advances other thaninventories are approximately of the value as stated if realised in the ordinary course ofbusiness.b) Balances of debtors and loans and advances are subject to confirmation andreconciliation if any.c) Bank balance includes fixed deposits in the name of company held with scheduledbank.B. Current Liabilities & provisions :Balance of creditors are subject to confirmation and reconciliation if any.5. NOTES ON PROFIT & LOSS ACCOUNT ITEMS :a) Sales also include profits on sale of export incentives.b) Auditors remuneration Rs.14,000/- relates topayments for statutory audits and tax audit fee.6. OTHERS :

a) Previous year figures are regrouped and reclassified wherever necessary.Note :DividendsThe company has not declared any dividends since incorporation.Bonus IssueThe Company has not declared any bonus since incorporation.TAXATION STATEMENT(Rs. In Lacs)Particulars 2002-2003 2001-2002 2000-2001 99-2000 98-99 97-98Tax Rate36.75% 36.75% 38.50% 38.50% 35.00% 35.00%(including surcharge)Net Profit before Tax 361.84 204.65 60.22 27.66 6.53 10.29Tax at Notional Rates ( A ) 132.97 75.21 23.18 10.65 2.29 3.60AdjustmentsExport / Overseas Profits 348.16 2 45.49 13.91 3.95 10.29Difference between Book13.99 13.99 13.71 11.97 5.99 0.36depreciation and Tax depreciationDifference between tax and Book 0.00 0.00 0.00 0.00 0.00 0.00misc. ExpenditureOther Adjustments 0.00 0.00 1.15 1.95 0.00 0.00Net Adjustments 362.15 204.70 60.35 27.83 9.94 10.65Tax Savings on Net Adjustments(B ) 133.09 75.28 23.24 10.71 3.48 3.73Total Taxation ( A – B ) 0.00 0.00 0.00 0.00 0.00 0.00

CAPITALISATION STATEMENT(Rs in lacs)ParticularsPre Issue as at30.10.03Post IssueShort Term Debt Nil NilLong Term Debt Nil NilShareholder FundShare Capital 335.00 1015.17Reserves and Surplus 725.48 892.76Total 1060.48 1907.93Long Term Debt / Equity Ratio N.A N.ASTATUTORY AND OTHER INFORMATIONMINIMUM SUBSCRIPTIONIF THE COMPNAY DOES NOT RECEIVE A MINIMUM SUBSCRIPTION OF 90% OF THEISSUED AMOUNT ON THE DATE OF CLOSURE OF THE ISSUE, OR IF THESUBSCRIPTION LEVEL FALLS BELOW 90% AFTER THE CLOSURE OF THE ISSUE ONACCOUNT OF CHEQUES HAVING BEEN RETUNRED UNPAID OR WITHDRAWAL OFAPPLICATIONS, THE COMPANY SHALL FORTHWITH REFUND THE ENTIRESUBSCRIPTION AMOUNT RECEIVED. IF THERE IS A DELAY BEYOND 8 DAYS AFTERTHE COMPANY BECOMES LIABLE TO PAY THE AMOUNT, THE COMPANY SHALLPAY INTEREST AS PER SECTION 73 OF THE COMPANIES ACT, 1956.EXPENSES OF THE PRESENT ISSUEThe total expenses of the Present Issue including brokerage, fees to the lead Managers,Registrars to Issue, Stamp Duty, Legal Charges, Auditor's Fees, expenses for printing,distribution of issue material and other miscellaneous and preliminary expenses are estimated atRs. 40 Lacs which will be met out of the proceeds of the issue.

FEES TO THE LEAD MANAGERSThe fees payable to the Lead Manager to the issue as per the terms and conditions specified inthe MOU, copy of which is kept open for inspection.FEES TO THE REGISTRARSThe Registrars to the issue will be paid fees as per the terms and conditions specified in their offerletter, copy of which has been kept open at the registered office of the Company.UNDERWRITING COMMISSION ANDBROKERAGEThere is no provision for Underwriting Commission as this Issue is not proposed to beUnderwritten.Brokerage will be paid by the Company at the rate of 1.5% of the issue price of the EquityShares on the basis of allotment made against applications bearing the stamp of a member of anyrecognised stock exchange in India in the broker's column. No brokerage will be paid in respectof equity shares offered on preferential basis to and subscribed for by the promoters,directors, their relatives and friends. However, brokerage will also be payable to the Bankers tothe issue in respect of allotments made against applications procured by them, provided therelevant forms of application bear their respective stamp in the brokers column.PREVIOUS ISSUE FOR CASHSave and except as stated in this prospectus the Company has not issued any shares to the publicfor cash since the date of its incorporation.

PREVIOUS COMMISSION AND BROKERAGESave for brokerage payable in terms of this prospectus, no sums have been paid or are payableas Commission or Brokerage for subscribing to or procuring or agreeing to procure subscriptionfor any shares or debentures of the Company.PRESENT AUTHORISED SHARE CAPITAL /CLASS OF SHARESThe present Authorised Share Capital of the Company is Rs.1140 lakhs and it hasonly one class of shares viz. Equity Shares of nominal value of Rs.10/- each.ISSUE OF SHARES OTHERWISE THAN FOR CASHNo shares of the Company, have been issued except otherwise stated elsewhere in this prospectusor agreed to be issued since the date of incorporation of the Company for consideration otherthan for cash.ISSUE OF SHARES AT PREMIUM OR DISCOUNTNo shares of the company have been issued at a premium or discount.DEBENTURES AND REDEEMABLE PREFERENCESHARES AND OTHER INSTRUMENTS ISSUED BYTHE COMPANY

No such instruments have been issued till date.OPTION TO SUBSCRIBESave as otherwise stated in this prospectus the Company has not entered into any contract overarrangement or does it at present propose to enter into any contract for arrangement where byany option or preferential right of any kind has been or is proposed to be given to any person tosubscribe for any shares in the Company. The investor shall have an option either to receive thesecurity certificates or to hold the securities with a depository.PURCHASE OF PROPERTYSave as otherwise stated in this Prospectus and in respect of the property purchased orproposed to be purchased or acquired under the contracts referred to under the heading "MaterialContracts" there is no property which the Company has acquired or purchased or proposes toacquire or purchase which is paid for wholly or partly out of the proceeds of the present issueor the purchase or acquisitions of which has not been completed on the date of the issue of thisprospectus other than property.a) The contracts for the purchase or acquisition thereof were entered into the ordinary course ofthe business of Company such contracts not being made in contemplation of issue nor haveany direct or indirect interest or in respect of any payment made thereof.b) In respect of which the amount of the purchase money is not material. Except asstated elsewhere in this prospectus, the Company has not purchased any property inwhich any of its directors had or have any direct or indirect interest or in respect ofpayments made thereof.INTEREST OF DIRECTORS / PROMOTERSAll the Directors are interested to the extent of the equity shares, if any, held by them in theCompany at present and / or the equity shares and / or the debentures that may be subscribed forand allotted to them or their relative or to any firm, association or Company in which they or

their relatives are partners, trustees, directors, beneficiaries or members as the case may be and tothe extent of dividend or interest or other distributions payable in respect of the equity shares andthe debentures if any, held by them in the Company, for the time being.All the directors may also be deemed to be interested in the fees and remuneration paid / payableto them for the services rendered by them.The directors are interested in the proposed project to the extent that the land with an office areaof 1000 sq.ft which is a part of its software development centre has been taken on lease from therelatives of the directors.PAYMENT OR BENEFIT TO PROMOTERS ANDOFFICERS OF THE COMPANYSave as stated elsewhere in this prospectus no amount or benefit has been paid or given sincethe incorporation of the Company nor is intended to be paid or given to any Promoter, Director,or Officer of the Company except in respect of normal remuneration or benefits orreimbursement of expenses incurred on behalf of the company.CAPITALISATION OF RESERVES OR PROFITSThere has been no capitalisation of Reserves or Profits of the Company since its incorporation.DEBENTURE AND REDEEMABLE PREFERENCESHARESThe Company has not issued any debentures or redeemable preference shares or such otherinstruments since the date of its incorporation.BONUS ISSUE & REVALUATION OF ASSETS

There has not been any Revaluation of Assets since Incorporation.TERMS AND CONDITIONS OF APPOINTMENT OF MANAGING DIRECTORAppointment of Managing DirectorBy a Resolution passed by the Board of Directors at its Meeting held on 22 April 2003. Mr. ArunJain was appointed as the Managing Director of the Company for a period of 5 years from 1 stMay 2003 to 30 th April 2008. Mr. Arun Jain has accepted the appointment as a ManagingDirector of the company on the following terms and conditions:Remuneration :I. Salary:- Rs. 25,000/- per month in the slab of Rs. 25000/---5000/----50000/-.II. Perquisites Perquisites shall be restricted to an amount equal to the annual salary as inPara I above to be reckoned on the basis of actual expenditure or liability incurred by thecomp-any as stated hereunder:I a. Company’s contribution towards PF: Subject to a ceiling of 10% of salary.b. Company’s contribution towards pension/ superannuation Fund: Such contributiontogether with the contribution to the PF shall not exceed 25% of salary as laid down in theIncome Tax rules, 1962. (overall ceiling mentioned above will be non interchangeable)II Gratuity (non interchangeable):- payable in accordance with an approved fund and which doesnot exceed one half months salary for each completed year of service, subject to ceiling ofRs.3,00,000 or 20 months salary, whichever is lower.III Medical Benefits for self and family (Non-interchangeable) Reimbursement of expensesactually incurred, the total cost of which t the company shall not exceed one moths salary in ayear or three months salary in a block of 3 years.

IV House, including gas, electricity, water and furnishing (Non interchangeable) :a. The expenditure by the company on hiring the accommodation for the ManagingDirector shall be subject to 60% of salary over and above 10% payable by the ManagingDirector Himself.b. The expenditure by the company on gas, electricity, water and furnishing will beevaluated as per the Income tax Rules, 1962. This will however be subject to a ceiling of10% of the salary of the Managing Director.c. Wherever the company does not provide accommodation to the Managing Director, HRAmay be paid by the company to him in accordance with (a) above. Where theaccommodation in a Company owned house is provided the Managing Director shall payto the company by way of Rent 10% of the salary (reimbursement) of wages of servant atcompany expense are not permissible.V. Leave Travel Concession: for self and wife and dependent Children to and fromany place in India subject to the conditions that only actual fares will be reimbursedand no hotel expenses will be allowed.VI. free use of company’s car with driver: The monetary value of the perquisites will beevaluated as per Rule 3 of the Income Tax Rules 1962 but not more than 1 car will beallowed for both official and personal useVII. Personal Accident Insurance: Of an amount, the annual premium of which does notexceed Rs. 1000/-2. In respect of the residential telephone, all long distance personal calls shall be duly loggedand paid for by the Managing Director, however not more than 1 telephone will be providedat the residence of the Managing Director.3. Earned /Privileged Leave: On full pay and allowance as per the rules of the company but notmore than one months leave for every eleven months of service subject to the furthercondition that leave accumulated but not availed of will not be allowed to be encashed.4. In the absence of adequacy of profits in any year the above remuneration, except commissionshall constitute the minimum remuneration of the Managing Director.3. General:a. The agreement may be terminated by either party by giving the other party six months noticeor the compensation equivalent to six months salary in lieu of the Notice.b. Mr. Arun Jain will devote his full time and attention to the company, disassociating himselffrom other business concern/ companies.

c. The extent and scope of remuneration and perquisites including the monetary value thereof,specified in this agreement may be enhanced, altered and varied in accordance with theCentral Government Guidelines for the payment of the Managerial remuneration in force andas amended from time to time.d. The company will reimburse all the expenses incurred by Mr. Arun Jain towards thedischarge of the duties.e. The Managing Director shall not so long as he continues to be the Managing Director of thecompany be liable to retire by rotation and he shall not be reckoned as the Director for thepurpose or determining the number of Directors to retirement by rotation.THE MAIN PROVISION OF ARTICLES OF ASSOCIATION OF THE COMPANYDEMATERIALIZATION OF SECURITIESNotwithstanding anything contained in these Articles of the Company shall be entitled todematerialise its existing securities and / or offer fresh securities for subscription in adematerialised form, pursuant to the Depositories Act and the Rules framed there under.Additionally, on the investor exercising an option to hold his / her securities with a depositories ina dematerialised form, the Company shall enter into an agreement with a depository to enable theinvestor to dematerialise his / her securities, in which event the rights and obligations of theparties concerned shall be governed by the “Depositories Act”.Every person subscribing to securities offered by the Company shall have the option to receivesecurity certificates or to hold the securities with a depository. Such a person who is thebeneficial owner of the securities can at any time opt out of a depository, if permitted by the Law,in respect of securities in the manner provided in the Depositories Act, 1996, and the Companyshall in the manner and within the time prescribed, issue to the beneficial owner, the requiredcertificates of securities.If a person opts to hold his securities with a depository, the Company shall intimate suchdepository, the details of allotment of the securities and on receipt of the information, thedepository shall enter in its record, the name of the allottee as the beneficial owner of the security.Transfer of Securities

Nothing contained in Section 108 of the Act or these Articles shall apply to a transfer of securitieseffected by a transferor and transferee both of whom are entered as beneficial owners in therecords of a depository.

Register and Index of beneficial ownersThe Register and Index of beneficial owners maintained by a depository under Depositories Act,1996, shall be deemed to be the Register and Index of Members and Security holders for thepurposes of these Articles.ALLLOTMENT OF SHARESSubject to the provisions of Section 81 of the Act and these Articles, the Shares in the capital ofthe company for the time being shall be under the control of the directors who may issue, or allotor otherwise dispose of the same or any of them to such persons, in such proportion and on suchterms and conditions and either at a premium or at par or (subject to the compliance with theprovision of Section 79 of the Act at a discount and at such time as they may think fit and withthe sanction of the Company in the General Meeting to give to any person or persons the optionor right to call for any shares either at par or at a premium during such time and for suchconsideration as the Directors think fit and may issue and allot shares in the capital of thecompany on payment in full or part of any property sold or transferred or for any servicesrendered to the company in the conduct of its business and initiates which may so be allotted maybe issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.Provided that option or right to call of shares shall not be given to any person except withsanction of the Company in General Meeting.CALLSThe Board of Directors may, from time to time, by a resolution passed at a meeting of theboard (and not by circular resolution) make such call as it may think fit upon themembers in respect of all moneys unpaid on the shares held by them respectively(whether on account of the nominal value of the shares or by way of premium) and notby the condition of allotment thereof made payable at a fixed time, and each membershall pay the amount of every call so made on him to the persons and at the times andplace appointed by the Board of Directors. A call may be made payable by instalmentsFORFEITURE AND LIEN

If any member fails to pay any call or instalment of a call in respect of any share onor before the day appointed for the payment of the same, the Board may, at any timethereafter, during such time as the call or instalment remains unpaid serve a notice onsuch member or on the person (if any) entitled to the share by transmissionrequiring him to pay the same, together with any interest that may have accrued andall expenses that may have been incurred by the Company by reason of such nonpayment..TRANSFER AND TRANSMISSIONThe company shall keep a book to be called the Register of Transfer and therein shall befairly and distinctly entered the particulars of every transfer or transmission of any share.Subject to the provisions of the Act, and these Articles, no transfer of shares in, ordebentures of the Company shall be registered, unless a proper instrument of transferduly stamped and executed by or on behalf of the transferor and by or on behalf of thetransferee and specifying the name address and occupation, if any, of the transferee hasbeen delivered to the Company along with the certificate relating to the shares ordebentures or if no such certificate is in existence, along with the letter of allotment ofthe shares or debentures the transferor shall be deemed to remain the holder of suchshares until the name of the transferee is entered in the Register in respect thereof.Shares of different classes shall not be included in the same instrument of transfer.The instrument of transfer shall be in writing and all the provisions of Section 108 of theAct and any statutory modifications thereof for the time being shall be duly compliedwith in respect of all transfers of shares and of the Registration thereofBORROWING POWERSubject to the provisions of section 292 and 293 of the Act, the Board may, from time totime at its discretion accept deposits from members either in advance of calls orotherwise and generally raise or borrow or secure the payment of any sum or sums ofmoney for the purposes of the Company. Provided, however, where the moneys to beborrowed together with the moneys already borrowed (apart from temporary loans

obtained from the Company's bankers in the ordinary course of business) exceed theaggregate of the paid up capital of the Company and its free reserves (not being reservesset apart for any specific purpose), the Board shall not borrow such moneys without theconsent of the Company in General MeetingsVOTES OF MEMBERSSubject to the provisions of these Articles and without prejudice to any special privilegesor restriction as to voting for the time being attached to any class of shares for the timebeing forming part of the capital of the Company, every member not disqualified by thelast preceding Article shall be entitled to be present, and to speak and vote at suchmeeting, and on a show of hands every member present in person shall have one voteand upon a poll the voting right of every member present in person or by proxy shall bein proportion to his share of the paid-up equity share capital of the Company. Provided,however, if any preference shareholder be present at any meeting of the Company,save as provided in clause (b) of sub-section (2) of section 87, he shall have a right tovote only on resolutions placed before the meeting which directly affect the rightsattached to his preference shares.DIRECTORSNUMBER OF DIRECTORSUntil otherwise determined by a general meeting of the Company and subject to theprovisions of Section 252 of the Act, the number of directors shall not be less than threeand more than twelve.NOMINEE DIRECTORSWhenever the Company enters into an agreement or contract with the Central or StateGovernment, a local authority, bank or financial institution or any person or persons(hereinafter referred to as "the appointer") for borrowing any money or for providing any

guarantee or security or for underwriting shares or debentures or other securities of theCompany, the Board shall have, subject to the provisions of Section 255 of the Act, thepower to agree that such appointer shall have if and to the extent provided by the termsof such agreement or contract, the right to appoint or nominate, by a notice in writingaddressed to the Company, one or more Directors on the Board, for such period andupon such conditions as may be mentioned in the agreement or contract and that suchDirector or Directors may not be liable to retire by rotation nor be required to hold anyqualification shares. The Board may also agree that any such Director or Directors maybe removed from time to time by the appointer entitled to appoint or nominate themand the appointer may appoint another or others in his or their place and also fill anyvacancy hold that office for any reason whatsoever. The directors appointed ornominated under this Article shall be entitled to exercise and enjoy all or any of therights and privileges exercised and enjoyed by the other Directors of the Company,including payment of remuneration and travelling expenses to such Directors, as may beagreed by the Company with the appointer`MANAGING DIRECTOR / WHOLE-TIME DIRECTORPOWER TO APPOINT MANAGING DIRECTORSubject to the provisions of the Act, the Board of Directors may from time to timeappoint one or more of their body to be Managing Director or Managing Directors orwhole-time Director or whole-time Directors of the Company for a term not exceedingfive years at a time for which he or they is or are to hold such office and may from timeto time remove or dismiss him or them from office and appoint another or others in his ortheir place or placesREMUNERATION OF MANAGING DIRECTORThe remuneration of a Managing Director shall from time to time be fixed by theBoard and may be by way of salary or commission or participation in profits or by anyor all of these modes or in any other form and shall be subject to the limitationsprescribed in the Act

POWERS OF MANAGING DIRECTORSubject to the provisions of the Act and to the restrictions contained in these articlesthe board may, from time to time, entrust to and confer upon a Managing Director for thetime being such of the powers exercisable by the Board under these articles as it maythink fit and may confer such powers for such time and to be exercised for such objectsand purposes and upon such terms and conditions and with such restrictions as it thinksexpedient and it may confer such powers either collaterally with or to the exclusion ofor in substitution for all or any of the powers of the Board in that behalf, and may fromtime to time revoke, withdraw, alter or vary all or any of such powers .SECRECYEvery Director, manager, Auditor, Treasurer, Trustee, Member of Committee, Agent,Officer, servant, accountant or other person employed in the business of the Companyshall, when required sign a declaration pledging himself to observe strict secrecyrespecting all transactions of the Company with the customers and the state of accountswith individuals and in matters relating thereto, and shall by such declaration pledgehimself not to reveal any of the matters which may come to his knowledge in thedischarge of his duties, except when required so to do by the Board or by any meetingof the share holders if any or by a Court of Law, or by the person to whom the mattersrelate and except so far as may be necessary in order to comply with any of theprovisions in these presents contained .No member or other person (not being a Director) shall be entitled to visit or inspect anyproperty or premises or works of the Company without the permission of the Board orto require discovery of or any information respecting any detail of the Company'strading or any matter which is or may be in nature of a trade secret, mystery of trade,secret of process or any other matter which may relate to the conduct of the business ofthe Company and which in the opinion of the board it would be inexpedient in theinterest of the Company to discloseWINDING UP DISTRIBUTION OF ASSETS

If the Company shall be wound up, and the assets available for distribution among themembers as such shall be insufficient to repay the whole of the paid up capital, suchassets shall be so distributed, that, as nearly as may be the losses shall be borne by themembers in proportion to the capital paid up or which ought to have been paid up atthe commencement of the winding up, on the shares held by them respectively, and ifin a winding up the assets available for distribution among the members shall be morethan sufficient to repay the whole of the capital paid at the commencement of thewinding up the excess shall be distributed amongst the members in proportion to thecapital paid up or which ought to have been paid up at the commencement of the windingup, on the shares held by them respectively.this article is without prejudice to the rights of the holders of shares issued upon specialterms and conditions .INDEMNITYSubject to the provisions of the Act, every Director, manager and other officer or anyperson (whether officer of the Company or not) employed by the Company, or as anauditor, or servant of the Company shall be indemnified by the Company and it shall bethe duty of the Board to pay out of the funds of the Company all costs, charges, lossesand expenses which any such officer or servant may incur or become liable to byreason of any contract entered into or act or thing done by him as such officer orservant or in any way in the discharge of his duties including expenses and inparticular and so as not to limit the generality of the foregoing provisions, against allliabilities incurred by him as such Director, Manager, officer or servant in defending anyproceedings, whether civil or criminal, in which judgement is given in his favour or inwhich he is acquitted or in connection with any application under section 633 of the Actin which relief is granted by the Court .MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTSThe following contracts mentioned in paragraph "A" below (not being contracts entered into inthe ordinary course of business carried on by the Company or entered into by the Company morethan two years before the date of this prospectus) which are or may be deemed to be materialhave been entered into by the Company. The contracts together with the documents referred to inparagraph "B" below, copies of which have been delivered to the Registrars of Companies forRegistration and may be inspected at the registered office of the Company between 10.00 a.m.

and 1.00 p.m. on any working day from the date of prospectus until the closure of thesubscription list.A. MATERIAL CONTRACTS1. Memorandum of Understanding dated 25.07.03 entered into between the Company andLead Manager to the issue M/s Aryaman Financial Services Limited.2. Agreement dated --------------------- entered into between the Company and Registrar tothe issue Bigshare Services Pvt. Ltd.3. Agreement with National Securities Depository Limited dated ----------------------4. Agreement with Central Depository Services (India) Limited dated --------------------B. DOCUMENTS FOR INSPECTIONi. Copy of Memorandum & Articles of Association.ii.Certificate of Incorporation dated 22-10-1997 and fresh Certificate of Incorporationconsequent onchange of nameof the company dated on 22-02-2000 and further a certificate of change of name to publiclimited dated 10-05-2000.iii. Copy of resolution passed under section 81(1 A) passed in the General Meeting heldon 25.04.2003iv. Copy of Auditors’ letter dated 10.07.03 advising the company about the tax benefitsavailable to the company and its members.v. Auditors' Report dated 10.07.03 included in the prospectus and consent to include thesame in Prospectus.vi. Consents of Auditors, Directors, Company Secretary, Lead Manager, Bankers tothe Company, Bankers to the Issue, Registrars to the issue as referred to in theprospectus to act in their respected capacities.

vii. Copies of Initial Listing Application made to Stock Exchanges at Pune andHyderabad.viii. Copies of Balance Sheet for the period for the year 1998-99, 1999-2000 ,from1.04.000 to 31.10.2000, 31.10.2001, 31.10.2002 and upto April 2003ix.Copy of Agreement dated 10 th April, 2000 with System One Consultingx. Board resolution regarding authorization of Registrar to the issue for realization ofstock invest proceeds.xi. Copy of Due Diligence Certificate given by the Lead Manager M/s AryamanFinancial services Limited given to SEBI.xii.Auditors’ letter Dated 10.07.03 for Deployment of Funds.xiii.Observation letter No. ------------------- dated ----------- received from SEBI.xiv.Lease agreements for the registered office

PART - IIIDECLARATIONAll the relevant provisions of the Companies Act, 1956, and the guidelines issued from time totime by the Government of India / Securities and Exchange Board of India have been compliedwith and no statement made in this Prospectus is contrary to the provisions of the CompaniesAct and the rules made there under and the SEBI guidelines. It is also hereby certified that allstatements made in this offer document are true and correct.SIGNED BY DIRECTORSMr. Arun Jain.Mr. Kamal RankaMr. Jitender Nigam(By his constituted Attorney _____)Place : -----------------------------Date : -----------------

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