DRAFT PROSPECTUS (Dated: - , 2006), will be updated Upon ROC Filing

SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED

Registered Office: - C-118, Greater Kailash -1, New Delhi 110 048; Tel No: 011-29234113, 29246238; Fax No: 011-29230271; email: ipo@bkglassltd.com Factory: Dholpura, Agra Road, Firozabad-283 203; Tel No: 05612-231520/22; Fax: 05612-241199
Contact Person: Shri Anuj Tiwari- Company Secretary & Compliance Officer; Website: www.bkglassltd.com
(Originally incorporated as Shri Balkishan Agrawal Glass Industries Private Limited on January 08, 1990 under the Companies Act, 1956 and converted to Public Limited Company on July, 08 2002. We Shifted the Registered Office address from A-58/4, Sainik Farm, Mahrauli Road, New Delhi -110062 to C-118, Greater Kailash-1, New Delhi - 110048 with effect from 1st September, 2005). PUBLIC ISSUE OF 57,15,000 EQUITY SHARES OF FACE VALUE RS.10/- EACH AT A PRICE OF RS. 70 INCLUDING A PREMIUM OF RS. 60 PER SHARE AGGREGATING TO RS. 400050000/- (FORTY CRORE FIFTY THOUSAND ONLY) (HEREINAFTER REFERRED TO AS THE ISSUE) AND THE ISSUE WOULD CONSTITUTE 49.63% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY (THE ISSUE PRICE IS 7 TIMES THE FACE VALUE)

RISK IN RELATION TO FIRST ISSUE This being the first issue of Equity Shares of Shri Balkishan Agarwal Glass Industries Limited, there has been no formal market for the shares of the Company. The Face value per share is Rs.10 and the issue price is 7 times the face value. The issue price (as has been determined and justified by the Lead Manager and Shri Balkishan Agarwal Glass Industries Limited as stated herein under the paragraph 'Basis of Issue Price') should not be taken to be indicative of the market price of the equity shares after the shares are listed. No assurance can be given regarding an active and/or sustained trading in the shares of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The Equity Shares offered in this Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of this Document. The attention of the investors is drawn to the statement of Risk Factors beginning on page xii of this draft Prospectus. ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to Issuer and the Issue, which is material in the context of the Issue, that the information contained in this offer document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity shares of the Company are proposed to be listed on the Bombay Stock Exchange Limited (the Designated Stock Exchange). The Company has received in-principle approval from BSE vide their letter no. _____________, dated _________ for listing of the equity share being issued in terms of this Draft Prospectus. IPO GRADING: Issuer Company has not opted for the grading of this issue from Credit Rating agency.

LEAD MANAGER TO THE ISSUE BOB Capital Markets Limited (Wholly owned Subsidiary of Bank of Baroda) Meher Chambers, Dr. Sundarlal Behl Marg, Ballard Estate; Mumbai 400038. Tel. :022-563723014/ Fax : 022-56372312/11 Email: bkglass@bobcapitalmarkets.com Contact person: Shri Sandeep Mankad PUBLIC ISSUE OPENS ON PUBLIC CLOSES OPEN ON

REGISTRAR TO THE ISSUE Datamatics Financial Services Limited Plot A 16 & 17, Part B Crosslane MIDC, Andheri (East) Mumbai 400093 Tel. Nos.: 91 22 28213383 90 Fax No. : 91 22 28369408 Email ID: bkglass@dfssl.com Contact Person Shri R. D. Kumbhar , 2006 , 2006

SECTION I

II

III

IV

VI

VII

CONTENTS Definitions and Abbreviations RISK FACTORS Certain Conventions; Use of Market Data Forward Looking Statements Risk Factors PART I INTRODUCTION Summary General Information Capital Structure Objects of the Issue Basis for Issue Price Statement of Tax Benefits ABOUT THE COMPANY Industry Overview Business Overview History and Certain Corporate Matters Management Promoters Dividend Policy Other ventures of the Promoters PART II FINANCIAL INFORMATION Auditors Report Managements Discussion and Analysis of Financial Condition and Result of Operations LEGAL AND OTHER INFORMATION Outstanding Litigations and Defaults Material Developments Government Approvals REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue Prohibition by SEBI Eligibility for the Issue Disclaimer Clause Caution Statement Filing Listing Impersonation Consents Expenses of the Issue Previous Issue of Shares Investor Grievance Redressal System OFFERING INFORMATION Terms of the Issue Issue Procedure
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY

Page Nos. i x xi xii

1 11 16 29 40 42 51 57 72 74 84 89 90

109 129

142 144 145 146 146 146 147 149 149 149 149 150 150 151 151 152 154 165 191 192

VIII IX

OTHER INFORMATION Material Contracts and Documents for Inspections PART III Declarations

A. CONVENTIONAL/GENERAL TERMS I. DEFINITIONS/ABBREVIATIONS TERM Act Articles0 Auditors B.S BKGL, Issuer Company/ BK Glass Board/Board of Directors BOB Capital, Lead Manager/BCML BSE/Designated Stock Exchange CAGR CC CDSL CENVAT Company / BKGL CSO Directors Draft Prospectus ECB EPS FCNR(B) FEMA FII HUF Indian GAAP IPO/Offer/Public Issue DESCRIPTION The Companies Act, 1956 & subsequent amendments thereto. Articles of Association of our Company The statutory auditors of the Company namely R. P. Goel & Co., Chartered Accountants. British Standard Shri Balkishan Agarwal Glass Industries Ltd Board of Directors of the Company BOB Capital Markets Limited, Bombay Stock Exchange Limited Compounded Annual Growth Rate Cash Credit Central Depository Services(India) Ltd. Central Value Added Tax Shri Balkishan Agarwal Glass Industries Ltd Central Statistical Organisation Directors of our Company, unless otherwise specified. This Draft Prospectus dated External Commercial Borrowings Earning Per Share Foreign Currency Non-Resident(Borrowings) The Foreign Exchange Management Act, 1999 Foreign Institutional Investor Hindu Undivided Family Generally Accepted Accounting Principles in India Public Issue of 57,15,000 Equity shares of face value Rs. 10/- each for cash at a Premium of Rs. 60/- per share (i.e. at a price of Rs. 70/- per share) aggregating to Rs. 4000.50 Lacs. The Income Tax Act, 1961, as amended from time to time Manufacturers Standardization Society The Memorandum of Association of Shri Balkishan Agarwal Glass Industries Limited. Net Asset Value being paid up equity share capital plus free reserves (excluding reserves created out of revaluation) less deferred expenditure to the extent not written off (including miscellaneous expenditure not written off) and debit balance of Profit and Loss Account, divided by number of issued equity shares. Non-Resident External A person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian Origin under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000

IT Act M.S.S. Memorandum/ Memorandum of Association NAV

NRE NRI/ Non-Resident Indian

NSDL OCBs

PAN PSU RBI Registered Office Retail Individual Investor ROC ROCE ROE RONW RTA SEBI SEBI Act SEBI Guidelines

National Securities Depository Ltd. Means and includes an entity defined in Clause (xi) of Regulation 2 of the Foreign Exchange Management (Deposit) Regulations, 2000 and which was in existence on the date of commencement of the Withdrawal of General Permission to Overseas Body Corporate Regulations, 2003 and immediately prior to such commencement was eligible to undertake transactions pursuant to the general permission granted under the Foreign Exchange Management (Deposit) Regulations, 2000. Permanent Account Number Public Sector Undertaking Reserve Bank of India The Registered Office of the Company at C-118, Greater Kailash Part -1, New Delhi 110048. Means an investor who applies for securities for a value of not more than Rs. 100,000/-. Registrar of Companies, Delhi & Haryana, B-Block Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi 110003. Return on Capital Employed{ROCE = Profit before Interest and Tax/Capital Employed)*100} Return on Equity {ROE=Profit After Tax/Equity Capital)*100} Return on Net-worth {RONW = Profit After Tax/ Net-worth)*100} Registrar & Transfer Agent Securities and Exchange Board of India. Securities and Exchange Board of India Act, 1992 as amended from time to time. SEBI (Disclosure and Investor Protection) Guidelines 2000, issued by SEBI effective from January 27, 2000, as amended from time to time, including instructions and clarifications issued by Securities and Exchange Board of India (SEBI) constituted under the Securities and Exchange Board of India Act, 1992. The Bombay Stock Exchange (BSE).

Stock Exchanges

ii

TERM

DESCRIPTION

The Company or our Company or Shri Balkishan Agarwal Glass Industries Ltd, a Public Shri Balkishan Agarwal Glass Industries Ltd. or limited company incorporated under the Companies Act, 1956 BKGL or we or us and our

B. Issue related terms Term Allotment/ Allotment of Equity Shares Allottee Banker(s) to this Issue Issue Closing Date

Description Unless the context otherwise requires, allotment of Equity Shares pursuant to this Issue The successful applicant to whom the Equity Shares are/have been issued or transferred (**) The date after which the Bankers to the issue will not accept any application for this Issue, which shall be notified in an English national newspaper, and Hindi national newspaper with wide circulation The form in terms of which the applicant shall make an offer to subscribe to the Equity Shares of the Company and which will be considered as the application for Allotment in terms of this Draft Prospectus The date on which the Banker to the Issue shall start accepting applications for this Issue, which shall be the date notified in an English national newspaper, a Hindi national newspaper and a Marathi newspaper with wide circulation Any prospective investor who makes an application pursuant to the terms of this Draft Prospectus The period between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective applicants can submit applications Brokers registered with any recognized Stock Exchange. Merchant Bankers to this Issue - in this case BOB Capital Markets Limited A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time The Depositories Act, 1996, as amended from time to time A depository participant as defined under the Depositories Act Bombay Stock Exchange Limited SEBI (DISCLOSURE AND INVESTOR PROTECTION GUIDELINES), 2000 AND AMENDMENTS THERETO Means this Draft Prospectus issued in accordance with Section 60B of the Companies Act, 1956. It carries the same obligations as are applicable in case of a Prospectus and will be filed with the RoC at least three days before the opening of this Issue. Equity Shares of our Company of Rs.10 each unless otherwise specified in the context thereof. Public Issue of 57,15,000 Equity shares of face value Rs. 10/- each for cash at a Premium of Rs. 60/- per share (i.e. at a price of Rs. 70/- per share) aggregating to Rs. 4000.50 Lacs. Public Issue of 57,15,000 Equity shares of face value Rs. 10/- each for cash at a Premium of Rs. 60/- per share (i.e. at a price of Rs. 70/- per share) aggregating to Rs. 4000.50 Lacs.

Application Form

Issue Opening Date

Applicant Issue Period Brokers to this Issue Merchant Bankers Depository Depositories Act Depository Participant Designated Stock Exchange DIP Guidelines Draft Prospectus

Equity Shares Issue Price

Issue Size

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Term Issue Period

Description The Issue period shall be [] being the Issue Opening date, to [], being the Issue Closing date Issue Management The team managing this Issue as set out in the section titled General Information in Team this Draft Prospectus Mutual Fund A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996. Price Being the price per share namely the face value of Rs.10 each and premium of Rs. 60 per share payable by the applicants. Promoters The following are the Promoters of the Company: Shri Bimal Chand Agarwal, Shri Manoj Agarwal, Shri Nanak Chand Agarwal Shri Suresh Chand Agarwal, Shri Nitin Agarwal, Smt. Rani Agarwal Smt. Manju Agarwal Promoters Contribution The money brought in by the Promoters as part of their contribution towards the Issue. Promoter Group Unless the context otherwise requires, refers to those individuals/companies/entities mentioned in the Section titled Our Promoters and Promoter Group on Page No.84 of this Draft Prospectus Prospectus The Prospectus to be filed with the ROC in terms of Section 60 of the Companies Act 1956. Public Issue Account Account opened with the Banker(s) to this Issue to receive monies from the applicants Registrar/ Registrar to Datamatics Financial Services Ltd, as indicated on the cover page of this Draft this Issue Prospectus Underwriters The underwriters as per this Draft Prospectus Underwriting The agreement as may be entered into among the Underwriters and the Company. Agreement

iv

C. Company/ Industry-related Terms CAD Computer Aided Design Container-ware Glass Bottles, Hollow-wares CFM/cfm Cubic Feet per Minute Equity Shareholders Person holding Equity Shares of the Company unless specified otherwise specified in the context thereof. FHC Fore hearth color technology Fuel or Gas Liquefied natural gas GAIL Gas Authority of India Limited Glass wares Table wares, Kitchen wares, Gift Articles, Decorative, Bowls, Cups & Saucers, Glass Tumblers, Mugs/Jugs, Plates, Jars, Ashtrays, Dinner Sets, Dishes, Lemon Sets, Pudding Sets, Candles, Cut and Crinkle Glass Tumblers, Flower Pots, Paper Weights and other products made of glass. Group All or any of the following Companies : Company/Companies Great Value Foods, Great Value Foods Ltd., Great Value Projects Pvt. Ltd. Bikanerwala Foods Pvt. Ltd., Shri Parasnath Plastic Pvt. Ltd., K.S. Nutritions & Food Pvt. Ltd. , Kanha Projects Development (I) Ltd. Symbiosis Foods Pvt. Ltd., Titli Exports Pvt. Ltd, Shri Parasnath Cartons Pvt. Ltd, Hariom Glass Works Pvt. Ltd, K.S .Developers Pvt. Ltd. , Great Value Exim Pvt. Ltd, Great Value Builders Pvt. Ltd, Great Value Projects, K.S. Colonisers Pvt. Ltd., Swastik Glass Industries, Firozabad Crystal Glass Industries H-28 Machine Hartford Machine IS Machine Individual Section Machine ISO International Standardized Organisation ISO 14001:1996 ISO 14001:1996 for environment management system. ISO 9001:2000 ISO 9001:2000 for quality management system. KW Kilowatt Lenders State Bank of India, State Bank of Hyderabad, ICICI Bank Ltd. MDP Machine Motor Driven Press Machine MT Metric Ton OHSAS 18001:1999 OHSAS 18001:1996 for safety management system certifications. PLR Prime lending rate Ton/tonne 1000 Kilogram

D. ABBREVIATIONS

Term &
% A/c

Description And
Per Cent Account

AGM
AS AY

Annual General Meeting of the Company

Accounting Standards issued by the Institute of Chartered Accountants of India Assessment Year

BED BIS BOB BSE C.A.

CAGR

Basic Excise Duty Bureau of Indian Standards Bank of Baroda Bombay Stock Exchange Limited, Mumbai Chartered Accountant
Compounded Annual Growth Rate

CDSL CEGAT CESTAT CENVAT

CII CIN CLB

Central Depository Services (India) Limited Central Excise & Gold Appellate Tribunal Customs Excise And Service Tax Appellate Tribunal Central Excise Value Added Tax
Confederation of Indian Industry Corporate Identification Number Company Law Board

DEPB DP DP ID
EBIDTA ECS EGM EPS

Duty Entitlement Pass Book Scheme

Depository Participant

Depository Participants Identity

Earnings before Interest, Depreciation, Tax and Amortization Electronic Clearing System Extra-ordinary General Meeting of the Company Earnings Per Share

ESIS ESOP Etc./etc EU

EXIM

Employees State Insurance Scheme Employees Stock Option Scheme Etcetra European Union
Export Import Policy, 2002-2007

Exim/EXIM F.V. F.Y / FY Fax FCD(s) FCNR

FEMA FI FICCI FIIs

Export Import Face Value Financial Year or Fiscal Year. The 12 months ended March 31, of a particular year unless otherwise specified Facsimile Fully Convertible Debentures Foreign Currency Non Resident
Foreign Exchange Management Act, 1999, as amended from time to time and the rules and regulations framed there under. Financial Institution Federation of Indian Chambers of Commerce and Industry Foreign Institutional Investors as defined under SEBI (Foreign Institutional Investors) Regulations, 1995 and registered with SEBI and as required under Foreign

vi

Term FIPB FVCI GAAP

GDP GoI/Government

Description
Exchange Management (Transfer or Issue of Security by a person resident outside India) Regulations, 2000 and under other applicable laws in India.

Foreign Investment Promotion Board, Ministry of Finance, Government of India Foreign Venture Capital Investor registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000 Generally Accepted Accounting Practices
Gross Domestic Product Government of India

HNI Hr./hr
HUF

High Networth Individual Hour

Hindu Undivided Family

IFSC I.T. Act ICAI ICSI ICWA IDBI IPC

IPO IPR IRDA ISI

Indian Financial System Code Income Tax Act The Institute of Chartered Accountants of India The Institute of Company Secretaries of India Institute of Cost & Works Accountants Industrial Development Bank of India Indian Penal Code
Initial Public Offering

ISO ITI K.G./ Kg/KG KMs KV KVA KW

L/C

Intellectual Property Rights Insurance Regulatory and Development Authority Indian Standards Institution International Standards Organization Industrial Training Institute Kilo Gram Kilo Meters Kilo Volt Kilo Volt Ampere Kilo Watt
Letter of Credit

LIBOR
LIC MAT

London Inter Bank Offered Rate

Life Insurance Corporation of India Minimum Alternate Tax

MCA M/s
MF Min.

Ministry of Company Affairs Messrs

Mutual Fund Minutes

MICR Misc. Mn/mn MNC MOA MODVAT MOU/ MoU

Magnetic Ink Character Recognition Miscellaneous Million Multi National Company Memorandum of Association Modified Value Added Tax Memorandum of Understanding

vii

Term

Description

MT N.A.
NAV

Metric Ton Not Applicable

Net Asset Value

NEFT NOC Nos. NR NRE A/c

NRIs

National Electronic Fund Transfer No Objection Certificate Numbers Non-Resident Non Resident External Account
Non Resident Indians as defined under FEMA

NRO A/c
NSDL NSE

Non-Resident Ordinary Account

National Securities Depository Limited. National Stock Exchange of India Limited

p.a./P.a. P/E
PAN PAT PBDIT PBIT PBT PC PF PIO Pvt QIB Qtr/ Qtr Qty R&D RBI ROC/RoC Rs. RTGS SBH SBI SEBI SED SIDBI Sqr/sqr Sq. Ft SWOT t/yr TAN Tel TL Ton/ton/T TPA TPY TRS UAE

Per annum Price to Earning Ratio

Permanent Account Number allotted under the Income-Tax Act, 1961 Profit After Tax Profit Before Depreciation, Interest and Tax Profit Before Interest and Tax Profit Before Tax Personal Computers Provident Fund Persons of Indian Origin Private Qualified Institutional Buyers Quarter Quantity Research & Development Reserve Bank of India Registrar of Companies Rupees Real Time Gross Settlement State Bank of Hyderabad State Bank of India The Securities and Exchange Board of India Special Excise Duty Small Industries Development Bank of India Square Square Feet Strengths, Weaknesses, Opportunities and Threats Ton per year Tax Deduction Account Number Telephone Term Loan Ton Ton Per Annum Ton Per Year Transaction Registration Slip United Arab Emirates

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Term
UIN/ MAPIN UK US/USA USD or $ or US $ UTI www

Description
Unique Identification Number United Kingdom United States of America United States Dollar Unit Trust of India World Wide Web

ix

SECTION I- RISK FACTORS CERTAIN CONVENTIONS; USE OF MARKET DATA In this Draft Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the word "Lakh" or "Lac" means "one hundred thousand" and the word "million" means "ten lac" and the word "Crore" means "ten million". In this Draft Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. Throughout this Draft Prospectus, all figures have been expressed in Lacs unless otherwise stated. All references to India contained in this Draft Prospectus are to the Republic of India. For additional definitions used in this Draft Prospectus, see the section Definitions and Abbreviations on page i of this Draft Prospectus. In the section entitled Main Provisions of Articles of Association on page 165 of this Draft Prospectus, defined terms have the meaning given to such terms in the Articles of Association of the Company. Industry data used throughout this Draft Prospectus has been obtained from industry publications and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe industry data used in this Draft Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any independent sources, CURRENCY OF PRESENTATION In this Draft Prospectus, all references to Rupees and Rs. are to the legal currency of India,

FORWARD-LOOKING STATEMENTS This Draft Prospectus contains certain forward-looking statements. These forward looking statements can generally be identified by words or phrases such as aim, anticipate, believe, expect, estimate, intend, objective, plan, project, shall, will, will continue, will pursue or other words or phrases of similar import. Similarly, statements that describe the objectives, plans or goals also are forward-looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about the company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from the expectations include, among others: General economic and business conditions in India; The ability to successfully implement the strategy, growth and expansion plans and technological changes; Changes in the value of the Rupee and other currency changes; Changes in the Indian and international interest rates; Allocations of funds by the Government; Changes in laws and regulations that apply to the customers of the Company and the infrastructure and construction industry; Increasing competition in and the conditions of the customers of the Company and the infrastructure and construction industry; and Changes in political conditions in India.

For further discussion of factors that could cause actual results to differ, please see the section entitled Risk Factors beginning on page xii of this Draft Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither the Company, the Directors, any member of the Lead Manager team nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the Company and the Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges.

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RISK FACTORS Investors should consider carefully the following risk factors, together with the other information contained in this Draft Prospectus, before they decide to buy the Companys Equity Shares. If any of the following risks actually occur, the Companys business, financial condition and results of operations could suffer, the trading price of the Companys Equity Shares could decline and you may lose all or part of your investment. Note: Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any risks mentioned herein under: INTERNAL RISK FACTORS 1. The Company has not entered into any definitive agreements nor placed any orders for plant and machinery to utilise the proceeds of the Issue. The Company has not entered into any definitive agreement and has not yet placed orders for items of plant and machinery for the projects described in Objects of the Issue on page 29 of this Draft Prospectus. The required items of plant and machinery are available within the country and the company has identified vendors for the plant & machinery to be purchased and will place orders for the same at appropriate time. For the balance equipments, we do not reasonably foresee any difficulty in sourcing the same locally and we expect that we will be able to implement the project as per the schedule of implementation given on page 38 of this draft prospectus. 2. The companys operations showed a substantial jump in profitability and reduction in manufacturing expenses during the immediately preceding year i.e. 2005-06 as compared to earlier years. Our total income up to 31st March 2006 was Rs.3109.07 lacs as compared to Rs. 2322.03 lacs in the fiscal 2005. The company was able to increase its sales revenue due to the increased demand for glass tableware. The margin is also better in tableware which has been one of the reasons for better profitability. The glass manufacturing is capital intensive and some of the expenses such as fuel (gas) and the generator running expenses remain constant and therefore increased production reduces the manufacturing expenses in proportion to the sales revenue. Manufacturing expenses, thus, has seen reduction due to the optimum utilization of the furnace and other equipment. 3. There have been non-compliances under Section 297 of the Companies Act 1956 wherein transactions which required approval of Central Government were entered into without such approval. The company had in the past entered into some sale/purchase transactions with other body corporate in which the Directors were interested. However such transactions have been entered into at prevailing market prices and to the best of our knowledge were not prejudicial to the interests of the issuer company. 4. The capacity utilizations have been not more than 52% so far and therefore higher capacity utilization projected to be achieved for the proposed furnace seems ambitious. Considering the time required for maintenance of the furnace the actual available capacity would be in the range of 75-80% of the installed capacity. Utilization of 90% of the available capacity would result in capacity utilization of 65% or more. The company presently is producing a large number of products by frequently changing the moulds. In the new furnace it is proposed to dedicate fore hearths for exclusive production of items doing away with the necessity of changing moulds. This is expected to improve capacity utilization. 5. Related party transactions show the company has been granting unsecured loans to its Directors and companies promoted by Directors.

xii

Company had in the past been taking and granting loans from and to Directors. With the adoption of a model Code of Conduct under the Corporate Governance systems adopted, the company shall not enter into any transactions with Directors which will be in violation of the Code of Conduct. 6. As per the letter dated 25/2/06, State Bank of India (SBI), which is the principal banker to the company, had informed that the companys account has been classified as Non Performing Asset by the auditors and that the company has applied for rephasement/ restructuring the credit facilities though according to its earlier letter dated 9/1/06 the Bank had informed that the advance was a standard asset as on 31/12/05. There is a bonafide dispute regarding excess interest charged between our company and our bankers State Bank of India. Originally the loan was sanctioned as FCNR(B) term loan at LIBOR+2.5%. However interest was being charged at 13.25% on the entire amount. We have been pursuing the matter requesting the Bank to charge the interest retrospectively at the rate originally sanctioned and adjust the excess amount of interest debited to our account towards repayment of the loan. The Bank vide letter dated March 02, 2006 addressed to the company has been kind enough to agree in principle to revise the interest rate to SBAR minimum 10.25% on the Term Loan and Cash Credit account to be given effect retrospectively from the date of the letter, after successful completion of the IPO and placement of issue proceeds with the Bank. 7. The Company faces growing and new competition that may adversely affect future profitability. The company operates in a highly competitive environment. The company faces competition from the domestic manufacturers as well as cheap imports from countries such as China. However we supply glass hollow-ware to corporate consumers contiguous to our manufacturing facility, and with our ability to meet the qualitative and quantitative needs of such corporate clients we are confident that we will be able to face competition reasonably effectively. 8. The Issuer Company may be unable to cope with technical and regulatory developments in the Industry. Our failure to adapt to newer technologies may adversely affect the cost competitiveness, quality standards and thereby our profitability. Further, we may be unable to adjust to regulatory changes in the glass industry in relation to manufacturing and marketing of products. In such an event our business and profitability may be affected. But it will be our earnest endeavor to keep abreast of the technological changes and adapt our business to the changing technological and regulatory standards. 9. If Issuer Company fails to comply with environmental laws and regulations companys results of operation may be adversely affected. Our present and proposed manufacturing processes would not generate effluents of such kind and of such quantity so as to cause environmental pollution or degradation. However we may discover currently unknown environmental problems or conditions. Our business is subject to significant national and state level environmental laws and regulations, which govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from operations. Environmental laws and regulations in India have been increasing in stringency and it is possible that they will become significantly more stringent in the future which may have an adverse impact on our operations. 10. In the event that the Companys competitors develop substitutes for the Companys products, or there is a change in technology, the Company may face difficulties in marketing its products and thereby the Companys revenues and profitability may decline. We constantly endeavor to keep ourselves abreast of the developments in the industry and shall be adapting to new developments, if any, from time to time. In case we are unable to keep ourselves updated on the developments taking place in the industry and our competitors take advantage of the same, the business and the profitability of the company are likely to be adversely affected.

xiii

11. The Company has not taken any steps for recruiting the required manpower for the proposed expansion project. The Company has requisite manpower for running its existing operations. Firozabad where our factory is located is a town where majority population is engaged in glass industry related activities and the required skilled manpower is available in plenty. As such we do not envisage any problem in recruiting the required additional manpower as and when the factory is ready. 12. The Companys future success depends to a significant extent on key technical and Managerial personnel. We are to a reasonable extent, dependent on our senior management, Directors and other key managerial personnel. Our future performance will depend upon the continued availability of services of these persons. Though the glass industry is not very technology intensive, loss of any of key managerial personnel may temporarily adversely affect our business and results of operations. However we are confident that we will be able to recruit the required technical personnel locally as and when required without much difficulty since Firozabad has a large number of people who are traditionally artisans in the local glass industry.

13. There could be a delay in the schedule of implementation of the Expansion Project, which may
have an adverse impact on the business and results of operation. We have prepared Schedule of Implementation of the Project after having considered various aspects of the proposed Projects and do not foresee any delay in the implementation thereof. If however due to unforeseen events there is any delay it may impact the overall projected business and profitability. 14. The utilization of funds and implementation of the project will be at the discretion of the Company and not be monitored by any independent agency. The Board of Directors will be monitoring the utilization of the proceeds for the purpose of implementation of the proposed project. 15. The logo is not registered in the name of the Company The companys logo is yet to be registered. The Company cannot assure that the Registration of the trademark of the logo as and when applied for will be issued in the name of the Company and that our Company will be the registered owners of the same. 16. The Issuer Company has Contingent Liabilities, which when crystallized can affect the financial condition of the Company. The details are as under:(Rs. in lacs) As At March, 31 Particulars Letter of credit(to GAIL) Estimated amount of claims against the Company not acknowledged as debts Total 2002 17.60 2003 17.60 2004 17.60 2005 17.60 2006 17.60

20.89 38.49

20.89 38.49

20.89 38.49

74.86 92.46

170.51 188.11

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17. There are some companies promoted by the promoters, which have reported losses in the past. The following companies promoted by Directors/Promoters have reported losses in Operations. The operations of such companies could have adverse effect for the Directors/Promoters which could in turn affect our operations. Operating results are tabulated below (loss given in brackets): (Rs. in lacs) 31.03.2005 (Loss)/Profit (10.03)

Name of the Group Company Great Value Projects Pvt. Ltd. Promoted by Shri Manoj Agarwal, Director Great Value Projects Promoted by Shri Manoj Agarwal, Director Titli Exports Pvt. Ltd Promoted by Shri Manoj Agarwal, Director

31.03.03 (Loss)/Profit 0.00

31.03.04 (Loss)/Profit 0.29

NA

(0.47)

(10.36)

(0.06)

0.001

0.01

18. There are companies promoted by Directors of the company pursuing similar line of business which may lead to conflict of interest between the issuer company and the entities promoted by the Director(s). There are three entities viz. Swastik Glass Industries (partnership), Firozabad Crystal Glass (Proprietary) and Hari Om Glass Pvt. Ltd. Swastik Glass Industries is in the same line of business. However there have been no operations during 2004-05 and 2005-06. We have no plans to carry on any related activity in this firm. Firozabad Crystal Glass is a proprietary concern of Shri Suresh Chand Agarwal, Director engaged in decoration work such as colouring, cutting etc and trading of glassware. We are not carrying on any similar activity in the issuer company. The main object of Hari Om Glass Pvt. Ltd. is manufacture of ceramic items and we are not carrying on any activity in ceramics in the issuer company. 19. There are litigations by and against the company and the decisions on which may adversely affect the operations of the company The following cases filed by the Company are pending in various courts.

xv

Sl. No

Case No and Date Appeal filed number not allotted

Plaintiff/ Defendants M/s Balkishan Agarwal Glass Industries Ltd. vs. Commissioner of Income Tax, Delhi.

Name of the Court Income Tax Appellate Tribunal, Delhi Bench, Delhi

Amount involved Tax Demand of Rs. 2,30,732 (against which Rs. 1,34,841 has been deposited) Demand of Rs. 46,896.50 (against which Rs. 46,897 has been deposited) Rs.2089043 . No provision made. The amount is shown as contingent liability.

1.

Subject matter at the case and Relief of sought Income tax assessment for the AY 2001-02 Disallowance of Expenses and consequent demand of tax

Status as on date

Appeal pending in ITAT, Delhi.

2.

475/1999

M/s Balkishan Agarwal Glass Industries Ltd. vs. Commissioner of Trade Tax, U.P., Lucknow M/s Balkishan Agarwal Glass Industries Ltd. vs. UP State Electricity Board, Hydel Division, Firozabad

Hon'ble High Court, Allahabad

Dispute u/s 3B of UP Sales Tax Act

Revision is still pending

3.

78197 of 1997

Honble Civil Court, Senior Division, Firozabad

Penalty imposed by the UPEB against which the company has filed a suit before the Honble Civil Court and obtained interim stay.

The petition is pending

EXTERNAL RISK FACTORS 1. Any change in Regulatory environment in relation to manufacturing within the country or for marketing the products within the country will significantly impact the business of the Company. We will keep ourselves updated of the various developments in relation to the regulatory environment and gear ourselves to comply with such regulatory changes 2. Any change in policies by the countries, in terms of tariff and non-tariff barriers, from which we import our raw material and/or export products to, will have an impact on our profitability. The Companys exports and imports are spread across various countries. Whenever such policy changes affect the Companys business, the Company would work towards complying with or reckoning the policy changes and adopt appropriate strategies to sustain its business 3. Risks arising from changes in taxation policies Statutory taxes and other levies affect the cost of production and prices of our products. Any increase in any of these taxes or levies in the future, may have a material adverse impact on our business results and financial condition. The Company operates in a globally competitive business environment. Growing competition may force the Company to reduce the prices, which may reduce its revenues and margins and/or

4.

xvi

decrease its market share, either of which could have a materially adverse effect on its business, financial condition and results of operations. The Company aims to keep abreast with the ever changing business scenario and broad-base its product mix, improve process yields, source raw material at competitive prices and introduce new products/processes so as to remain competitive. With the globalization of the Indian Economy more and more international players with latest technologies are entering the Indian market. Indian companies are exposed to the competition from such players. Our inability to face such competition may adversely affect our operations. 5. Any slowdown in the rate of growth of consuming industries such as food and beverages, pharmaceuticals, cosmetics etc or slowdown in the economy could affect companys growth prospects and there may be decline in profits. Growth in the glass industry is linked to general economic growth and any deceleration in economic growth will also reflect in the growth of the glass container consuming industries. Consequently glass manufacturing units, catering to industrial consumers in the food and beverages, pharmaceuticals and cosmetics industries, will also be adversely affected. Like all the other players in the glass industry we will also be exposed to the risks of adverse impacts in the growth of the industry. 6. Competition from peers. The company may face competition from other established companies and industry; which may affect the profitability of the company. 7. Changes in Laws Changes if any in the Government policies, Laws, governing business policies in general taxation laws, etc., may affect the profitability of the Company. 8. Economic downturn may affect profitability In case of an economic downturn caused by political instability, acts of violence, attack or any other reason whatsoever, we may not be position to realize optimum value for our products which may affect the profitability. 9. The prices of Equity Shares may fluctuate after this issue The prices of the Equity Shares may fluctuate after the issue as a result of several factors, including volatility in the Indian and Global securities market; the Companys results of operations and performance; performance of the Companys competitors, performance of the Industry in which the Company is operating as a whole; adverse media reports on the Company or the Industry in which the Company is operating in; changes in the estimates of the Companys performance or recommendations by financial analysts; significant developments in Indias economic liberalization and deregulation policies. There can be no assurance that an active trading market for the Equity Shares will develop or be sustained after this issue, or that the prices at which the Equity Shares are initially traded will correspond to the prices at which the Equity Shares will trade in the market subsequent to this issue. 10. Any changes in taxation policies by the government may cause the business of the Company to suffer: Statutory taxes and other levies may affect the margins in the event of companys inability to terrorist in a new entrants into the

xvii

pass on such expense to its customers. Any increase in any of these taxes or levies, or the imposition of new taxes and levies in the future, may have a material adverse impact on the Companys business, results of operations and financial condition. 11. Natural calamities could have a negative impact on the Indian economy and may Cause Companys business to suffer. India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determine their impact on the Indian economy. Further prolonged spells of below normal rainfall or other weather related adversities could have a negative impact on the Indian economy, adversely affecting the Companys business and the price of the Companys Equity shares. 12. Terrorist attack, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and the Companys business There have been terrorist attacks time and again , such as the one that occurred in New York and Washington D.C. on September 11, 2001 and other acts of violence, war or war-like situations may negatively affect the Indian markets and also adversely affect world wide financial markets. These acts and events may also result in a loss of business confidence and opportunities, which may ultimately have an impact on our business. India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have an adverse impact on us. Regional or international hostilities, war, terrorist attacks or other acts of violence could have a significant adverse impact on international or Indian financial markets or economic conditions or government policy. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk

and could have an adverse impact on our business and the price of Equity Shares.
NOTES TO RISK FACTORS: a. b. c. Networth before the Issue (as on 30th June 2006) is Rs. 1,812.23 Lacs and the size of the proposed issue is Rs. 4000.50 lacs. The Book Value of the equity shares of the Company as on 30th June 2006 was Rs. 31.25 per share. The Book Value of the equity shares of the Company after the present Public will be Rs. 50.48 per share. Average cost of acquisition of equity shares by Promoters The Average cost of acquisition of equity shares of the Promoters is as follows:Sr. No. Name of the Promoter Average cost of acquisition in Rs. Per Equity Share 10.40 10.00 10.48 11.24 10.00 10.00 10.00

d.

1. 2 3 4 5 6 7

Bimal Chand Agarwal Manoj Agarwal Nanak Chand Agarwal Suresh Chand Agarwal Nitin Agarwal Rani Agarwal Manju Agarwal

xviii

d. e.

f. g.

h. i. j.

During the last six months, none of the members of the promoter group have entered into any transactions in equity shares of the Company. All information shall be made available by the Lead Manager and the Issuer to the public and investors at large and no selective or additional information will be made available for a section of investors in any manner whatsoever. The Company, its Directors, Company's Associates or Group Companies has not been prohibited from accessing the Capital Market under any order or direction passed by SEBI. The Promoters, their relatives, Issuer, Group Companies, Associate Companies are not detained as willful defaulters by RBI/Government authorities and there are no violations of securities laws committed in the past or pending against them. Investors are advised to refer to the paragraph entitled Basis for Issue Price beginning on page no. 40 of this Draft Prospectus before making an investment in this issue. The Lead Manager and the Company shall update this Draft Prospectus and keep the shareholders/public informed of any material changes till the listing and trading commencement. The Investor may contact the Lead Managers or the Compliance Officer in case of any complaint/clarification/ information pertaining to the issue who will be obliged to attend to the same.

HIGHLIGHTS: An existing profit making company Listing proposed on the Bombay Stock Exchange Limited - [BSE] Quality Certifications ISO 9001-2000, ISO 14001-1996 and OHSAS 18001-1999 certificates from AQSR international Inc. USA Existing Computer Aided Design and Mold Making Capabilities and automatic machinery such as Hartford Machines and IS Machines

RELATED PARTY TRANSACTIONS Details of Related Party Transactions Information on Related Party Transactions as per Accounting Standard 18 (AS-18) on Related Party Disclosures is given below: I. Key Management personnel 2005-06
Bimal Chand Agarwal, Nanak Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal, Monu Agarwal, Mayank Agarwal Manoj Agarwal

2004-05
Bimal Chand Agarwal, Nanak Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal, Monu Agarwal, Mayank Agarwal

2003-04
Bimal Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal,

2002-03
Bimal Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal, Sudha Rani Agarwal, Anupama Agarwal

2001-02
Bimal Chand Agarwal, Suresh Chand Agarwal, Sudha Rani Agarwal, Anupama Agarwal,

xix

II.

Relatives of Key Management personnel

2005-06
Ramesh Chand Agarwal Sunil Kumar Agarwal Sanjeev Kumar Agarwal Anupama Agarwal Aruna Agarwal Rani Agarwal Sudha Rani Agarwal

2004-05
Ramesh Chand Agarwal Manoj Agarwal

2003-04
Ramesh Chand Agarwal Dinesh Chand Agarwal Anupama Agarwal Rani Agarwal Sudha Rani Agarwal NA

2002-03

2001-02
Nanak Chand Agarwal

III.

Enterprise controlled/owned by Key Management personnel and their relative 2005-06

M/s Great Value Foods Ltd.

2004-05
Firozabad Crystal Glass

2003-04
NA

2002-03
NA

2001-02
Firozabad Crystal Glass

Details of Transactions with related parties Details of Related party transactions during 1st April 2006 to 30th June 2006 (I)Transactions with Key Management Personnel (Rs. in lacs) Amount
6.45

Name of the party

Bimal Chand Agarwal, Nanak Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal

Nature of Relationship
Key Management personnel

Nature of Transactions
Salary & Wages

xx

Nature of Transaction 2006 Salary & wages Advance given Advance recovered Unsecured loan Taken Unsecured loan repaid Sales 25.00 22.25

(I) Key Management personnel 2005 2004 2003 19.20 15.59 1.99 0.65 2.00 1.97

2002

10.40 2.15

10.00

(II) Transactions with Relatives of Key Management Personnel (Rs. in lacs) Nature of Transaction Salary & wages Advance given Advance recovered Unsecured loan Taken Unsecured loan repaid Sales 12.66 5.00 16.08 1.00 18.80 15.74 6.19 (II) Relative of Key Management personnel 2006 2005 2004 2003

2002

37.77

11.40

(III) Transactions with Enterprise controlled/owned by Key Management Personnel/ Relatives thereof (Rs. in lacs) Nature of Transaction (III) Enterprise controlled/owned by key Management person/relatives thereof 2006 Salary & wages Advance given Advance recovered Unsecured loan Taken Unsecured loan repaid Sales 2005 2004 2003 2002

31.21 31.21 1.40 12.58

xxi

PART I SECTION II: INTRODUCTION Summary of the industry and business of the issuer company You should read the following summary together with the section on Risk Factors, the section on Industry and Our Business and the section on Financial Data included in this Draft Prospectus. Unless otherwise indicated, all financial and statistical data relating to the industry in the following discussion is derived from internal company reports and data, industry publications and estimates. This data has been reclassified in certain respects for purposes of presentation. For more information on the presentation of data, please refer to the section on Forward Looking Statements and Market Data on page x in this Draft Prospectus. Industry Summary Glass is a transparent product made chiefly from sand (silicon dioxide), limestone (calcium carbonate) and sodium carbonate. It differs in color and density depending on the addition of several other elements and oxides. Segments of Glass Industry 1. Glass Hollow-wares Glass Hollow-wares are used for packaging of beverages, medicines, chemicals, food and cosmetics. They are made from special glass formulas to make sure there will be no contamination or deterioration of blood plasma, serums, and chemicals stored in them. 2. Glass wares Glass wares consist of Kitchenware i.e. Bowls, Cups, Saucers, Glass Tumblers, Mugs, Jugs, Plates, Wine Glass, Jars, Gift Articles i.e. Ashtrays, Dinner Set, Dishes, Lemon Sets, Pudding sets and Handicrafts i.e. Candles, Cut and Crinkle, Glass Tumblers, Flower Pots, Paper weights. 3. Float Glass Float glass is used chiefly in windows. It is also used in mirrors, room dividers and furniture. All float glass is made in the form of flat sheets. But some of it, such as that used in automobile windshields, is re-heated and curved over moulds. Types of Glass Based on the manufacturing process, Glass can be divided into two groups: oxide glass and non-oxide glass. Oxide glasses contain chemical compounds that have oxygen. The oxides render strength to glass by way of hardness and chemical resistance. They also help to add color to glass. Non-oxide glasses are made from compounds that contain no oxides, and often contain sulphides or metals. Oxide glasses are much more widely used commercially. The most common types of oxide glasses are. Soda lime glass. Soda lime glass contains 60.75 percent silicon dioxide, 12.18 per cent sodium oxide and 5.12 per cent of calcium oxide. It is used for making flat glass, containers, electric light bulbs and many other industrial and art objects. More than 90 per cent of all glass is soda lime glass. Soda lead glass. Commonly called crystal or lead glass, this type of glass is made by using lead oxide instead of calcium oxide, and potassium oxide instead of sodium oxide. This type of glass contains 54.65 per cent silicon dioxide, 18.38 per cent lead oxide and 13.15 per cent potash. Soda lead glass is easy to melt and the lead oxide improves its electrical properties. It has beautiful optical properties and

is more expensive than soda lime glass. Soda lead glass has a high refractive index and relatively soft surface. It is used in fine tableware and art objects. Borosilicate glass - This glass contains 7.13 per cent of boric oxide and 70.80 per cent silica in its composition. The balance composition constitutes of four eight per cent sodium oxide and potassium oxide and two seven per cent aluminum oxide. This type of glass is heat and shock resistant and about three times as heat shock resistant as soda lime glass. It is used for chemical and electrical purposes and finds application in products such as ovenware beakers, test tubes, and other laboratory equipment. Aluminosilicate glass - It has aluminium oxide in its composition. It is similar to borosilicate glass but has greater chemical durability and can withstand higher operating temperatures. Ninety six per cent silica glass. This type of glass is a borosilicate glass, melted and formed by conventional means, then processed to remove almost all the non silicate elements from the piece. By reheating to 1200 degree Celsius, the resulting pores are consolidated. This glass is resistant to heat shock, up to 900 degrees. Fused silica glass. Fused silica glass is a highly heat shock resistant glass that consists entirely of silicon dioxide. It is used in laboratory glassware and optical fibers. It consists of a special borosilicate composition that has been made porous by chemical treatment.

Uses of Glass Flat glass is used chiefly in windows. It is also used in mirrors, room dividers and furniture. All flat glass is made in the form of flat sheets. But some of it, such as that used in automobile windshields, is re-heated and curved over moulds. Glass containers are used for packaging of food, beverages, medicines, chemicals and cosmetics. They are made from special glass formulas to make sure there will be no contamination or deterioration of blood plasma, serums, and chemicals stored in them. Optical glass is used in eyeglasses, microscopes, telescopes, camera lenses and other instruments for factories and laboratories. The raw materials used to make optical glass must be pure. The care required for producing optical glass makes it expensive. Fiberglass consists of fine but solid rods of glass, each of which may be less than one twentieth the width of a human hair. Glass fibers are loosely packed together in a wool-like mass that can serve as heat insulation. They are also used like wool or cotton fibers to make glass yarn, tape, cloth and mats. Fiberglass also finds applications in electrical insulation, chemical filtration, and fire-fighters suits. Combined with plastics, fiberglass is used for airplane wings and bodies, automobile bodies, and boat hulls. It is a popular curtain material because it is fire-resistant and wash-able. Specialty glasses are all other types of glass besides flat glass, glass containers, optical glass and fiberglass. Laminated safety glass, bullet resisting glass, opal glass, colored structural glass, laser glass are some of the kinds of specialty glass.

The Indian glass industry has been recognized by its rapid growth and modernization efforts after the economic reforms initiated by the government in 1990. It represents one of the largest markets and the manufacturing capacity for glass products in the region after China. The industry employs around half a million people and provides jobs indirectly to about one million people.

Locational clusters in Indian Glass Industry Due to historical reasons some area of the country have developed expertise in a certain aspect of glass manufacturing which has resulted in manufacturing clusters in different parts. Some of the noteworthy glass manufacturing clusters are as follows: Banaras is the main center for the production of glass beads with Purdilpur, also being known for its black glass beads. Firozabad, in Uttar Pradesh, is known for the production of glass bangles and utilitarian glassware. An entire community of skilled craftsmen is located here and is engaged in making high quality glassware. Firozabad also produces fragile and lightweight glass beads. Tanjore has become famous for traditional ornate paintings made on glass using gold and depicting deities. The float glass, container glass, glass fiber and glass tableware are manufactured by about 10 large scale companies which operate with modern and large scale melting furnace technologies. They are mostly located in Gujarat, Uttar Pradesh, Mumbai, Kolkata, Bangalore and Hyderabad. The industry, on the other hand, is also represented in the country by more than 600 medium and small-scale enterprises and cottage industry units. The historical glass making town of Firozabad in UP State is a well known location of more than 400 registered enterprises which meet the 70 per cent of demand for glass products in the country, largely by using the outdated pot and tank furnaces. Business Summary Shri Balkishan Agarwal Glass Industries Ltd is a glass manufacturing company located at Firozabad with modern manufacturing facilities. The company was incorporated on 8 th January 1990 as a private limited company which was subsequently converted into a public limited company on 8th July 2002. The company established a factory at Dholpura, Agra Road, Firozabad in the year 1990 with an initial furnace capacity of 40 tons per day to manufacture Glassware, Tableware, Bangles, and Kitchenware. In 2004, the company undertook a modernization and expansion program as a result of which the companys furnace capacity increased to 120 tons per day. In the same year the company also undertook initiatives for improvement in productivity and pollution control. The said initiatives enabled the company to obtain ISO 9001: 2000, ISO 14001: 1996 and OHSAS 18001: 1999 certifications from AQSR International Inc. USA. The company presently has one of the modern glass manufacturing facilities in the country. As part of the productivity improvement initiatives, the company installed H28 automatic machines for press and blow operation (in place of the traditional mouth blown glassware manufacturing process) for high quality thin walled glassware and IS6 and IS8 double gob and single gob machines for manufacturing bottles. The company also installed Motor Driven Press (MDP) machines for manufacturing glass tumblers. These steps enabled the company to increase the turnover manifold and the sales grew by almost 300% to Rs. 2321 lacs during 2004-05 from Rs 883 lacs in 2003-04. The turnover during 2005-06 grew by 34% to Rs. 3106.01 lacs from Rs. 2321 lacs during 2004-05. With the accelerated growth in the economy Uttar Pradesh being one of the major sugar cane producing states, has been witnessing substantial investments in industries such as Sugar and Distilleries. Additionally states such as Punjab and Haryana have free-licensed beer production in these states because of which there has been six fold rise consumption in Punjab and three fold rise in Haryana during the first quarter of the current financial year. Growth in industries such as Breweries, Distilleries, processed foods etc which predominantly package their products in glass containers, drive the demand for glass containers manufactured by BKGL has been growing. BKGL received inquiries informally from large distilleries for 750 ml and 1000 ml bottles during 2005-06. Since the company was unable to meet the demand for glass containers from distilleries, it took up a three pronged strategy to increase the production viz.

(a) De-bottlenecking and improving existing production facilities; (b) Expansion of production capacity by installing a new regenerative furnace with a capacity of 100 tons per day taking the companys total furnace capacity to 220 tons per day (c) Adopt the required color mixing technology and diversify into manufacturing of colored glass bottles and tableware The competition in the tableware market from cheap imports and the unorganized sector compelled the company to diversify into manufacturing of bottles and supply these to corporate clients such as distilleries, breweries, pharmaceutical manufacturers etc. This strategy has two advantages viz (a) the unorganized sector cannot match the qualitative parameters stipulated by clients; and (b) imports are not likely to make a dent in the market due to logistical difficulties. The bulk corporate consumers therefore prefer to buy their requirements locally. With the installation of the new machinery and increase in furnace capacity, 50% of the companys production is envisaged to be dedicated for glass bottles used by distilleries, breweries and other industrial users and the balance 50% capacity to be utilized in the production of tableware and kitchenware. Our Products GLASSWARES Press Glass : Bowls Cups & Saucers, Glass Tumblers, Mugs/Jugs, Plates. Thin Glass : Glass Tumblers, Wine Glass, Jars. Presentation/Decorative Articles : Dinner Sets, Dishes, Lemon Sets Pudding Sets Ashtrays, Handicrafts Candles, Flower Pots, Paper Weights Cut & Crinkle Glass Tumblers BOTTLES Various sizes from 100 ml up to 1000 ml Major consuming sectors/Distribution Channel Multi-brand outlets such as Big Bazaar Vishal Megamart, Metro Cash & Carry Corporate consumers such as fast moving consumer goods manufacturers for packaging as well as for sales promotions Distributor Retailer Agent

Major Industrial consumers Manufacturers of Beer Alcohol Pharmaceuticals Perfumes & Cosmetics

Our Competitive Strengths We believe the following to be mainly our competitive strengths: 1) Fully Automatic Manufacturing Plant The company is equipped with fully automatic and sophisticated plant having modern technology. The production at the companys factory is controlled by auto control system and the factory has a well designed furnace and modern machines such as imported Hartford machines, IS machines and MDP machines. Both the imported Hartford machine have the capability to make high quality think walled tumblers of all sizes from 6 oz to 16 oz of various designs. The company also has two Emhart IS Machines which form molten glass into bottles by either blow & press process or press & blow process. 2) In house design and mould making facilities The company has facility to design articles in a variety of shapes. The facilities for designing and capability for making dies and moulds enables the company to manufacture a wide range of glassware. 3) Wide Product Range The company presently manufactures 200 kinds of glass products. The company offers glass containers for a wide range of applications because of which the company has a diversified customer base such as industrial as well as retail customers. The various products manufactured by the company are: 4) Good Brand Recall for the Glassware manufactured by the company. The companys brand KAYES has a good customer recall in Delhi and discerning customers who prefer to purchase branded items form a loyal base for the companys products. 5) Well Established Distribution Network Over the years the company has developed a network of Dealers / Sub-dealers for supply to retailers. The dealers/sub dealers network enables the company to supply its products all over India. 6) Quality Control The company adheres to quality standards processes through a number of quality control checks. The company has obtained ISO 9001:2000 for quality management system, ISO 14001:1996 for environment management system and OHSAS 18001:1996 for safety management system certifications from AQSR Inc. USA. Our Vision To be one of the most sought after glass products and packaging solutions provider with abilities to provide tailor made packaging solutions, and uniquely styled table-ware and kitchen-ware to households globally. Our Mission To continuously upgrade and benchmark systems and processes to achieve complete customer satisfaction. 7R achieve high levels of customer satisfaction, investor relations, corporate governance and work place practices.

Our Strategy 1. Expansion of Existing Business (i) Glassware Segment Strengthening our brands We intend to invest in developing and enhancing recognition of our brands KAYES, through brand building efforts, communication and promotional initiatives such as advertisements in print media, hoardings , televisions, organizing events , participation in industry events, public relations and investor relations efforts. Capture supply to Shopping Mall and Retail Space The rapid growth in establishment of shopping mall and retail space in India explore direct market to our products. This rapid growth in quality retail space is facilitating organized retailing and thus further driving the growth in the glassware segment. Our company has started to supply its glassware products to big mall i.e. BIG BAZAR, METRO Cash & Carry and Vishal Mega Mart. We are in process to tie-up with such malls to supply our products in their entire mall across India. Global reach: We intend to set up marketing facilities abroad to cater to wider client base through quick response to customer requirement of glassware and decorative glass items. Our company had made a demand survey of the glass products in UAE market. The company has explored market opportunity of decorative glassware and tableware of premium quality in UAE. The total export of Glass products from India to UAE during 2005-06 is 6191.29 lacs. (ii) Bottle Segment Expansion of production capacity We intend to expand our production capacity to manufacture glass bottles from 36MT per day to 110MT per day. The expansion in production capacity enables us to supply our glass bottles to big customer in huge quantity without any capacity constraint. Widening Product range The demand for glass container-ware is mainly from user industries such as soft drinks, liquor, pharmaceuticals, cosmetics and processed food. However spirits, as a whole, is the largest consumer of glass bottles in India. Glass provides airtight packaging to maintain freshness, is best suited for preserving flavor owing to its high chemical durability and prevents pilferage and adulteration due to its toughness as compared to plastic and other soft packaging materials. We intend to expand our product range to enable us to provide a wider range of glass packaging containers such as bottles to the suit the needs of different consuming industries i.e. liquor, cosmetic, pharmaceuticals, processed food etc. Maintain Our Focus on Long-term Relationships We expect to maintain our focus on client relationships. We believe that there are significant business opportunities for additional growth with our existing clients as we enhance our production capacity, expand our product portfolio and build upon these existing relationships. This strategy increases our in-depth client specific knowledge to provide them end to end solution of their requirement and develop closer relationships with our clients.

2. New Initiatives Value added products The company is planning to implement fore hearth color (FHC) technology to manufacture colored glass products. These are bonded mixtures of pigmenting materials and specially formulated glasses which are put together in a Ferro proprietary process to create granules of concentrated color. FHC technology involves introduction, melting and dispersion of colorants into the fore hearth as opposed to the traditional method of mixing color in the tank and is designed to give the glass manufacturer more flexibility and cost effectiveness. Significantly smaller volume runs of colors can be made without prejudicing the economies of scale offered by producing in a large glass tank furnace. This technology would enable us to produce colored tableware for consumers and glass bottles for cosmetic and beverages industry. FINANCIAL HIGHLIGHTS STATEMENT OF ACCOUNTING RATIOS Period For the Year ended 31 March ended 30.06.06 2006 2005 2004 2003 6.05* 5.50 18.51% 19.35%* 31.25 7.58%* 29.74 7.02% 1.63 5.61% 27.69 2.08% 0.07 0.30% 21.23 0.10% 0.40 1.46% 20.54 0.68%

Ratios Particulars Earning Per Share (EPS) Basic & Diluted (Rs.) Return on Net Worth (For Equity Shareholders) (%)

2002 0.38 3.30% 11.59 1.97%

Net Asset Value per Share (Rs.) Return on Capital Employed (%) Weighted average number of equity shares outstanding during the year used for computing Basic and Diluted EPS Total number of shares outstanding at the end of year * Annualized

5799700 5799700

5799700 5799700

5510500 5799700

4833650 5134100

3527583 4733500

3000000 3000000

The ratios have been computed as shown below: I) Earnings per share Rs. 6.05: Net profit attributable to equity shareholders divided by the weighted average number of equity shares outstanding as at the end of the year. II) Return on net worth (For Equity Share holders) 19.35%: Net profit after tax divided by the divided by the Net worth as at the end of the year III) Net asset value per share Rs. 31.25: Net worth at the end of the year divided by the Number of equity Shares outstanding at the end of the year IV) Return on Capital Employed 7.58%: Net Profit after Tax divided by the Total of Net Fixed Assets, Investments and net current assets. V) Net Profit, as appearing in the statement of profits and losses, has been considered for the purpose of computing the above ratios. VI) Earnings per share calculations are done in accordance with Accounting Standard 20 "Earnings per Share issued by the Institute of Chartered Accountants of India.

SUMMARY FINANCIALS, OPERATING AND OTHER DATA The following table sets forth certain summary financial data derived from our audited restated financial statements for the fiscal years ended March 31, 2002, 2003, 2004, 2005 and 2006 and for the quarter ended 30th June 2006. These have been prepared in accordance with Indian GAAP, the Companies Act, 1956 and SEBI Guidelines and the annual financial statements have been restated as described in the Auditors Report included therewith in the section titled Restated Financial Statements beginning on page no 109 of this Draft Prospectus. The summary financial data presented below should be read in conjunction with our financial statements, the notes thereto and the section titled Selected Financial Information on page no 109 of this Draft Prospectus and Management Discussion and Analysis of Financial Condition and Results of Operations on page no 129 of this Draft Prospectus. SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED STATEMENT OF ASSETS AND LIABILITIES (Restated) (Rs. in lacs) AS AT
30.06.06 Assets Gross Block Less : Revaluation Reserve Less : Accumulated Depreciation Net Block Investment Current Assets, Loans & Advances Inventories Debtors Loans & Advances Cash & Bank Other Current Assets Total current assets Total Assets Liabilities & Provisions Secured Loans Unsecured Loans Current Liabilities & Provisions Deferred Tax Liabilities Total Liabilities Networth Represented by : Share Capital Reserves (Excl. Revaluation reserve) Share Application Money Misc. Expenditure Total Networth 7,252.28 (3,479.92) (905.48) 2,866.88 2.97 445.36 1,215.46 194.62 14.7 2.32 1,872.47 4,742.31 31.03.06 7,206.52 (3,479.92) (838.47) 2,888.13 2.92 585.04 1,018.77 196.05 6.95 2.32 1,809.13 4,700.18 31.03.05 3392.18 (588.56) 2,803.62 2.64 677.73 663.04 269.89 200.89 1.57 1,813.12 4,619.38 31.03.04 2,961.03 (441.91) 2,519.12 2.28 290.21 175.73 322.68 28.33 5.75 822.7 3,344.10 31.03.03 1,627.82 (396.23) 1,231.59 2.13 246.86 309.15 360.72 5.87 7.63 930.23 2,163.95 31.03.02 545.19 (359.42) 185.77 1.90 149.85 272.69 6.26 7.83 6.89 443.52 631.19

2,709.45 118.77 101.86 2,930.08 1,812.23 579.97 1,232.26 1,812.23

2,724.23 149.52 101.86 2,975.61 1,724.57 579.97 1,144.60 1,724.57

2,672.58 279.61 61.04 3,013.23 1,606.15 579.97 825.38 200.8 1,606.15

2,019.10 224.39 10.42 2,253.91 1,090.19 513.41 550.98 307.8 -282 1,090.19

1,091.03 17.8 74.68 7.99 1,191.50 972.45 473.35 387.47 153 -41.37 972.45

227.31 49.09 7.19 283.59 347.6 300 47.69 -0.09 347.6

SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED STATEMENT OF PROFIT & LOSS (Restated) (Rs. in lacs)
30.06.06 INCOME Sales : Sales of the products manufactured Sales of the products Traded Other Income Total Income EXPENDITURE (Increase)/Decrease in Stock Manufacturing Expenses Staff Cost Administrative & other Expenses Interest and Finance Charges Depreciation Preliminary exp written off Total Expenditure 138.59 472.66 10.86 3.43 69.45 67.01 762.00 168.89 1,918.93 58.41 21.55 329.99 250.61 2,748.38 (411.21) 2,007.59 61.64 31.11 333.56 146.66 2,169.35 (28.93) 799.09 16.75 10.19 45.63 45.67 0.55 888.95 (98.28) 1,139.50 18.63 27.76 36.26 36.81 0.55 1,161.23 67.55 957.58 17.30 23.52 29.87 49.70 0.03 1,145.55
(3 months)

FOR THE PERIOD/ YEAR ENDED 31.03.06 31.03.05 31.03.04 31.03.03

31.03.02

849.61 0.05 849.66

3,106.01 3.06 3,109.07

2,321.88 0.15 2,322.03

883.33 11.79 895.12

1,181.52 1.91 1,183.43

1,159.74 1.49 1,161.23

Profit before Tax Less : Provision for Taxation Profit after Tax (as per Audited Accounts) Add/(Less) : Impact of Adjustment Provision for Deferred Tax Net Profit after tax as restated Balance of surplus brought forward Balance carried over to Balance Sheet

87.66 87.66 87.66 470.15 557.81

360.69 (0.65) 319.23 (40.81) 319.23 150.92 470.15

152.68 (11.97) 140.71 (50.63) 90.08 60.84 150.92

6.17 (0.48) 5.69 (2.42) 3.27 57.58 60.84

22.20 (7.22) 14.98 (0.81) 14.17 43.40 57.58

15.68 (3.45) 12.23 (0.76) 11.47 31.93 43.40

Note: The above statements should be read with the Notes on Adjustments and Significant Accounting Policies for restated financial statements as appearing in Annexure-IV to the Auditors Report on page No 109 of this Draft Prospectus.

DETAILS OF THE PROPOSED ISSUE

Type Issue

of

Type of Instrument Equity Shares

No. of equity shares

57,15,000

Face Value

Issue Price

Consideration

Public Issue

Rs.10/-

Rs. 70 share

per

Cash

ISSUE BREAK-UP

Equity Shares offered

57,15,000 Equity Shares

Net Issue to the public

57,15,000 Equity Shares

Equity shares outstanding prior to the Issue

57,99,700 Equity Shares

Equity shares outstanding after the issue

115,14,700 Equity Shares

Use of proceeds: Please see section entitled Objects of the Issue on page no 29 of this Draft Prospectus

10

GENERAL INFORMATION

SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED (Originally incorporated as Shri Balkishan Agrawal Glass Industries Private Limited on January 08, 1990 under the Companies Act, 1956 and converted to Public Limited Company on July 08, 2002. We Shifted the Registered Office address from A-58/4, Sainik Farm, and Mahrauli Road, New Delhi 110062 to C-118, Greater Kailash-1, New Delhi - 110048 with effect from 1st September, 2005). Registered Office: - C-118, Greater Kailash -1, New Delhi 110048; Tel No: 011-29234113, 29246238; Fax No: 011-29230271; email: ipo@bkglassltd.com Factory: Contact Person: Website: Dholpura, Agra Road, Firozabad-283 203. Tel No: 05612-231522/231520; Fax: 05612-241199 Shri Anuj Tiwari- Company Secretary & Compliance Officer: www.bkglassltd.com

Registration No.: 55-38854 CIN U72190DL1990PLC038854 Address of Registrar of Companies (RoC): Registrar of Companies, Delhi & Haryana, B-Block Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi 110003. Board of Directors: Sr.No Name 1 Shri. Bimal Chand Agarwal Chairman & Managing Director 2 Shri Manoj Agarwal Non-Executive Director 3 Shri Nanak Chand Agarwal Executive Director 4 Shri Suresh Chand Agarwal Executive Director 5. Shri. Nitin Agarwal Executive Director 6 Shri Madan Chaturvedi Independent Director 7 Shri W. Rama Rao Independent Director 8 Shri. Neeraj Agarwal Independent Director 9. Shri. Mithun Singh Tarkar Independent Director 10. Shri. Prateek Agarwal Independent Director

Age 53 40 59 52 27 27 76 35 26 28

Address 79, Durga Nagar, Firozabad (U.P) - 282703 A-58/4, Sainik Farm, Mehrauli Road, New Delhi.110062 79, Durga Nagar, Firozabad. (U.P)-283703 79, Durga Nagar, Firozabad. (U.P)-282703 79, Durga Nagar, Firozabad. (U.P)-282703 546, Maholi Ki Pour, Kotwali Road, Mathura 281001 (U.P.) Plot 926, Vivekanand Nagar, Kukatpally, Hyderabad. 38- A, Amrapali Appt, I.P. Extn. Delhi. H-23/13, DLF Phase -1, Gurgaon, Haryana 2/872A, Post office Road, Near Punjab Hotel, Saharanpur (U.P.)

11

Brief write-up on the members of the Board of Directors: 1. Shri Bimal Chand Agarwal (Chairman & Managing Director) Shri Bimal Chand Agarwal, Chairman & Managing Director, age 53 years is the promoter of the Company. He has been associated with the business for the last 36 years. As a Chairman he provides strategic direction to the Company. He has vast experience in Glass Industry. He has been the driving force behind the companys growth. The company has been able to implement earlier expansion successfully due to his leadership. He also heads the finance function of the company and has overall control of all the functions of the company under the supervision and directions of the Board of Directors. 2. Shri Manoj Agarwal : (Non-executive Non-independent Director) Shri Manoj Agarwal aged 40 years has in-depth exposure to and involvement in diversified businesses and has considerable experience and expertise in industries such as Food Processing, and Infrastructure. He has been instrumental in formulating the strategies and focused entirely in the implementation of the project that is expected to spearhead the expansion plans of the Company. 3. Shri Nanak Chand Agarwal : (Executive/Wboletime Director) Shri Nanak Chand Agarwal, aged about 59 years is Executive Director of the company. He started his career in the year 1969 by joining family business. He has long experience in Glass industry. He is mainly engaged
in strategic planning for the execution of the objectives, long term planning for the growth of the group and human resource development including negotiating, liasioning and dealing with outside agencies. He is also a Director of Jamuna Gramin Bank, Agra (Regional Rural Bank sponsored by

Canara Bank) nominated by Government of India. 4. Shri Suresh Chand Agarwal : (Executive/Wboletime Director) Shri Suresh Chand Agarwal, aged about 52 years. He oversees the entire marketing of glass products including designing, sampling, customer interaction and service. 5. Shri Nitin Agarwal: (Executive/Wboletime Director) Shri Nitin Agarwal, aged about 27 years. He is Master of Business Administration from IIPM, New Delhi and started his career in the year 2003 by joining as Director of the company. He is handling production activities of the company. 6. Shri Madan Chaturvedi: (Non-executive Independent Director) Shri Madan Chaturvedi, aged about 27 years is a practicing Chartered Accountant and is partner in M/s. Chaturvedi Manohar & Associates, Mumbai. He has a Masters Degree in Commerce and is also a Law Graduate. Shri Madan Chaturvedi is experienced in Finance, Taxation and Capital Market activities. 7. Shri W. Rama Rao (Non-executive Independent Director) Shri W. Rama Rao, aged 76 years, having 53 years of experience in Glass Industry. He is B.Sc. (Tech) from Banaras Hindu University and a member of The Institute of Cost and Works Accountants of India (ICWAI) since 1957. Shri Rao has worked with Hindustan National Glass, Alembic Glass, and Excel Glass. 8. Shri. Neeraj Agarwal (Non-executive Independent Director)

12

Shri. Neeraj Agarwal, aged 35 years is B.E. (Mechanical) from Kuvempu University, Mysore and hold Post Graduate Diploma in Business Management from Centre for Management Development, Modinagar. He is engaged in the business of processed foods. 9. Shri. Mithun Singh Tarkar (Non-executive Independent Director) Shri. Mithun Singh Tarkar, aged 26 years is B.Sc. from Delhi University. He has experience in Telecom and software industry and is in the business of manufacturing communication equipment for Railways. 10. Shri Prateek Agarwal: (Non-executive Independent Director) Shri Prateek Agarwal, aged 28 years is B.E. (Production) from MIT, Aurangabad and holds Master Degree in Business Administration form IIPM, Delhi. He joined family business of packaging after completed his MBA from IIPM, New Delhi ISSUE MANAGEMENT TEAM Bankers to the Company State Bank of India SIB Branch, 38/4 B, Sanjay Place, Agra - 282001 Uttar Pradesh Tel: (0562) 2858427/2858575; Fax: (0562) 22520311 State Bank of Hyderabad Core 6, Scope Complex, Lodhi Road, New Delhi - 110003 Tel: (011): 24365640/5907/4608; Fax: (011): 24362566 Compliance Officer & Company Secretary Shri Anuj Tiwari C-118, Greater Kailash- 1, New Delhi 110048 Tel No: 011-29234113, 29246238; Fax No: 011-29230271 E-mail: ipo@bkglassltd.com Auditors to the Company R.P. Goel & Co, Chartered Accountants IInd Floor, Jain Market, Sardar Bazar, Firozabad 283203; Tel: (05612) 241539, 244092, 244618. LEAD MANAGER TO THE ISSUE BOB Capital Markets Limited (Wholly owned Subsidiary of Bank of Baroda) Meher Chambers, Dr. Sundarlal Behl Marg, Off. R. Kamani Marg, Ballard Estate, Mumbai- 400038. Tel. :91-22-56372301/03;Fax : 91-22-56372312 Email: bkglass@bobcapitalmarkets.com Website:www.bobcapitalmarkets.com Contact Person: Shri Sandeep Mankad

13

REGISTRAR TO THE ISSUE

Datamatics Financial Services Limited Plot A 16 & 17, Part B Crosslane MIDC, Andheri (East) Mumbai 400093 Tel. Nos.: 91 22 28213383 90 Fax No. : 91 22 28369408 Email ID: bkglass@dfssl.com Contact Person Shri R. D. Kumbhar

LEGAL ADVISORS TO THE ISSUE B. Raj Sachdeva & Co. Advocates & Solicitors 46/6-LGF, Community Centre, East of Kailash, New Delhi 110 065 Tel: 011-2642-7221 Fax: 011-2647-7221 Contact Person: Shri B.R.Sachdeva ADVISOR TO THE COMPANY

SUNLIFE. FINANCIAL SERVICES PVT. LTD.

163-164, Vikas Bazar, Victoria Park, Mathura 281 001 Phone : (0565) 2406058, 3293232 Fax : (0565) 2505228 ; E-mail : chaturvedi4@gmail.com

Bankers to the Issue (**)

Brokers to the Issue All the brokers registered with SEBI will be brokers to the said issue of equity shares.

IPO GRADING Issuer Company has not opted for the grading of this issue from credit rating agency. CREDIT RATING/DEBENTURE TRUSTEE This being a Public issue of Equity Shares, no credit Rating or appointment of Debenture Trustee is required.

UNDERWRITING/ STANDBY SUPPORT The present Public Issue is not underwritten.

14

MINIMUM SUBSCRIPTION If the Company does not receive the minimum subscription of 90% of the issued amount on the date of closure of the issue or if the subscription level falls below 90% after the closure of the issue on account of cheques having being returned unpaid or withdrawal of applications, the company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the Company becomes liable to pay amount, the company shall pay interest as per Section 73 of the Companies Act, 1956.

15

CAPITAL STRUCTURE Sr. No. A. B. Particulars Nominal Value 2500.00 579.97 670.15 (Rs. in lacs) Premium Total Amount

C.

D.

Authorized Capital 2,50,00,000 Equity Shares of Rs. 10/- each Issued, Subscribed and Paid up Equity Share Capital 57,99,700 Equity Shares of Rs. 10/- each Present Issue to the public in terms of this Draft prospectus 5715000 Equity Shares of Rs. 10/- each fully paid Paid up Equity Capital After the Issue 115,14,700 Equity Shares of Rs. 10/- each fully paid

2500.00 1250.12

571.50

3429.00

4000.50

1151.47

4099.15

5250.62

Changes in authorized capital since inception are as follows: Authorized (Rs.) 3,000,000 7,500,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 Capital Face Value (Rs.) 100 100 100 100 100 100 100 Increased by No. Of Shares 30,000 75,000 100,000 150,000 200,000 250,000 300,000 Subscription 45,00,000 25,00,000 50,00,000 50,00,000 50,00,000 50,00,000

Date 08.01.1990 14.08.1990 12.10.1994 04.03.1996 22.06.1999 20.03.2000 27.03.2000

30.08.2002 22.10.2002 28.03.2003 16.04.2006

Each Share of the face value of Rs.100 each subdivided into 10 shares of the face value of Rs. 10 each

50,000,000 70,000,000 250,000,000

10 10 10 10

3,000,000 5,000,000 7,000,000 25,000,000

2,00,00,000 2,00,00,000 18,00,00,000

The company has complied with all relevant formalities under the Companies Act 1956 in this regard.

Notes to the Capital Structure 1. Changes in Equity Share Capital Structure Face Issue Consider Date of No. Of Value Price ation Allotment Equity Shares 08.01.1990 01.05.1990 30 2300 100 100 100 100 Cash Fixed Asset Land Cash Cash Cash

Reason for Allotment

Cumulative Shares 30 2330

Subscription for Memorandum Purchase of Land

01.05.1990 01.11.1990 29.03.1991

18100 13300 24570

100 100 100

100 100 100

Expansion of Capital Base Expansion of Capital Base Expansion of Capital

20430 33730 58300

16

Base Expansion of Capital Base 28.03.1992 6900 100 100 Cash Expansion of Capital Base 31.12.1994 25000 100 100 Cash Expansion of Capital Base 31.03.1998 21850 100 100 Cash Expansion of Capital Base 15.09.1998 23150 100 100 Cash Expansion of Capital Base 31.03.1999 5000 100 100 Cash Expansion of Capital Base 29.03.2000 98000 100 100 Cash Expansion of Capital Base 31.03.2001 52000 100 100 Cash Expansion of Capital Base Total number of paid up shares of the face value of Rs. 100 each Each Share of the face 30.08.2002 3000000 10 10 Subvalue of Rs.100 each division subdivided into 10 shares of of shares the face value of Rs. 10 each 26.10.2002 919500 10 10 Cash Expansion of Capital Base 31.03.2003 814000 10 50 Cash Expansion of Capital Base 31.01.2004 400600 10 50 Cash Expansion of Capital Base 23.06.2004 360000 10 50 Cash Expansion of Capital Base 31.01.2005 305600 10 50 Cash Expansion of Capital Base 31.12.1991 9800 100 100 Cash

68100 75000 100000 121850 145000 150000 248000 300000 300000 3000000

3919500 4733500 5134100 5494100 5799700

2. Share holding Pattern Particulars Promoter Holding Promoters Promoters Group Total (A) Non-Promoter Holding Employees Others Total (B) Total (A + B) PRE ISSUE HOLDING No. of Shares Percentage 23,37,100 34,62,600 57,99,700 Nil Nil Nil 57,99,700 40.30% 59.70% 100.00% Nil Nil Nil 100.00% POST ISSUE HOLDING No. of Shares Percentage 23,37,100 34,62,600 57,99,700 Nil 57,15,000 57,15,000 115,14,700 20.30 30.07 50.37 0.00 0.00 49.63 49.63 100.00

17

Break up of the Promoters Shareholding pattern and Lock-in is as under: Percentage of Post issue capital 7.18% 1.54% 3.69% 5.25% 0.54% 1.08% 1.02% 20.30% Lock in period

S No. 1 2 3 4 5 6 7

Promoter Bimal Chand Agarwal Manoj Agarwal Nanak Chand Agarwal Suresh Chand Agarwal Nitin Agarwal Rani Agarwal Manju Agarwal TOTAL

No. of Shares 826300 177000 425000 604800 62,000 124000 118000 2337100

3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years

Details of Capital Build up of Promoters Shareholding & Lock -in are as under: 1. Shri Bimal Chand Agarwal Date of allotment & fully paid-up 08.01.1990 01.05.1990 01.11.1990 29.03.1991 31.12.1991 31.12.1994 31.03.1998 15.9.1998 31.3.1999 29.03.2000 31.3.2001
Total holding before subdivision (face value of Rs.100 each)

No. of Shares 10 5000* 300 190 200 2,300 100 100 5,000 13,800 1,500 28,500

FV 100 100 100 100 100 100 100 100 100 100 100 100

Issue price 100 100 100 100 100 100 100 100 100 100 100 100

Consideration Cash Cash Cash Cash Cash Cash Cash Cash Cash Cash Cash

% of Post Issue paid-up Capital

Lock in period

30.08.2002 26.10.2002 31.1.2004 30.04.2005 30.05.2005 15.06.2005 TOTAL

285,000 250,500 20,800 50,000 100,000 120,000 8,26,300

10 10 10 10 10 10

10 10 50 -

Each Share of the face value of Rs.100 each subdivided into 10 shares of the face value of Rs. 10 each

3 years

Cash Cash Transfer Transfer Transfer 7.18%

3 years 3 years 3 years 3 years 3 years 3 years

*Includes 460 Shares of Rs. 100/- each allotted towards part consideration for factory land sold by various vendors including Shri Bimal Chand Agarwal.

18

2. Shri Manoj Agarwal Date of allotment & fully paid-up 01.05.1990 01.11.1990 29.03.1991 28.03.1992 31.12.1994 15.9.1998 29.03.2000 31.3.2001
Total holding before subdivision (face value of Rs.100 each)

No. of Shares 100 600 2500 200 2500 100 8200 1500 15700

FV 100 100 100 100 100 100 100 100

Issue price 100 100 100 100 100 100 100 100

Consideration Cash Cash Cash Cash Cash Cash Cash Cash

% of Post Issue paid-up Capital

Lock in period

30.08.2002 15.06.2005 TOTAL

157000 20000 177,000

10 10

10 10

Each Share of the face value of Rs.100 each subdivided into 10 shares of the face value of Rs. 10 each

3 years

Transfer 1.54%

3 years 3 years

19

3. Shri Nanak Chand Agarwal Date of allotment & fully paid-up 01.05.1990 01.11.1990 29.03.1991 31.12.1991 31.12.1994 15.9.1998 29.03.2000 31.3.2001
Total holding before subdivision (face value of Rs.100 each)

No. Of Shares 1900* 1000 900 200 1900 100 6500 1500 14000

FV 100 100 100 100 100 100 100 100

Issue price 100 100 100 100 100 100 100 100

Consideration Cash Cash Cash Cash Cash Cash Cash Cash Cash
Each Share of the face value of Rs.100 each subdivided into 10 shares of the face value of Rs. 10 each

% of Post Issue paid-up Capital

Lock in period

3 years

30.08.2002 26.10.2002 31.1.2004 30.04.2005 30.05.2005 15.06.2005 TOTAL

140000 10000 5000 60000 90000 120000 425000

10 10 10 10 10 10

10 10 50 -

Cash Cash Transfer Transfer Transfer 3.69%

3 years 3 years 3 years 3 years 3 years 3 years

* Includes 460 Shares of Rs. 100/- each allotted in consideration of factory land

20

4. Shri Suresh Chand Agarwal % of Post Issue paid-up Capital

Date of allotment & fully paid-up 01.05.1990 01.11.1990 29.03.1991 31.12.1991 31.12.1994 31.03.1998 15.9.1998 29.03.2000 31.3.2001
Total holding before subdivision (face value of Rs.100 each)

No. Of Shares 100 1300 2100 200 2300 150 10850 1600 1500 20100

FV 100 100 100 100 100 100 100 100 100

Issue price 100 100 100 100 100 100 100 100 100

Consideration

Lock in period

30.08.2002 26.10.2002 31.1.2004 30.04.2005 30.05.2005 15.06.2005 TOTAL

201000 115000 18800 50000 100000 120000 604800

10 10 10

10 10 50 Trans fer Trans fer Trans fer

Each Share of the face value of Rs.100 each subdivided into 10 shares of the face value of Rs. 10 each

3 years

3 years 3 years 3 years 3 years 3 years 5.25% 3 years

21

5. Shri Nitin Agarwal % of Post Issue paid-up Capital

Date of allotment & fully paid-up 28.03.1992 31.03.1998 29.03.2000 31.3.2001

Total holding before subdivision (face value of Rs.100 each)

No. of Shares 800 200 200 1500 2700

FV 100 100 100 100

Issue price 100 100 100 100

Consideration Cash Cash Cash Cash

Lock in period

30.08.2002 26.10.2002 15.06.2005 TOTAL

27000 15000 20000 62000

10 10

10 10

Each Share of the face value of Rs.100 each subdivided into 10 shares of the face value of Rs. 10 each

3 years

Cash Transfer 0.54%

3 years 3 years 3 years

22

6.Smt Rani Agarwal % of Post Issue paid-up Capital

Date of allotment & fully paid-up 01.05.1990 01.11.1990 29.03.1991 31.12.1991 31.03.1998 15.09.1998 29.03.2000 31.03.2001 Total holding before subdivision (face value of Rs.100 each)

No. Of Shares 500 500 600 200 550 5150 1900 1000

FV 100 100 100 100 100 100 100 100

Issue price 100 100 100 100 100 100 100 100

Consideration Cash Cash Cash Cash Cash Cash Cash Cash

Lock in period

10400

100

100

Cash
Each Share of the face value of Rs.100 each subdivided into 10 shares of the face value of Rs. 10 each

26.10.2002 30.05.2005 TOTAL

104000 10000 10000 124000

10 10 10

10 10 10

Cash Transfer 1.08%

3 years 3 years 3 years 3 years

23

7.Smt Manju Agarwal % of Post Issue paid-up Capital

Date of allotment & fully paid-up 01.05.1990 29.03.1991 31.12.1991 31.12.1994 31.03.1998 15.09.1998 29.03.2000 31.03.2001 Total holding before subdivision (face value of Rs.100 each)

No. Of Shares 500 2500 200 300 1930 170 3200 1000

FV 100 100 100 100 100 100 100 100

Issue price 100 100 100 100 100 100 100 100

Consideration Cash Cash Cash Cash Cash Cash Cash Cash

Lock in period

9800

100

100

Cash
Each Share of the face value of Rs.100 each subdivided into 10 shares of the face value of Rs. 10 each

26.10.2002 30.05.2005 TOTAL

98000 10000 10000 118000

10 10 10

10 10 10

Cash Transfer 1.02%

3 years 3 years 3 years 3 years

24

Lock-in period will commence from date of allotment in this issue. Besides this, the entire pre-issue share capital, other than that locked in as promoters contribution for 3 years, will be locked in for a period of one year from the date of allotment in this public issue. Note: Shares held by promoter(s) which are locked in, may be transferred to and amongst promoter/promoter group or to a new promoter or persons in control of the company, subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997, as applicable. Note: Shares held by Promoter(s) which are locked in, may be transferred to and amongst promoter/promoter group or to a new promoter or persons in control of the company, subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997, as applicable. Locked in Equity Shares held by the Promoters can be pledged with banks or financial institutions as collateral security for loans granted by such banks or financial institutions. In terms of clause 4.16 (b) of the SEBI Guidelines, Equity Shares held by the Promoter may be transferred to a new promoter or persons in control of the company subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with SEBI Takeover Regulations, as applicable. Other than as stated above, the entire pre issue equity share capital of our Company i.e. 3462600 equity shares will be locked in for the period of one year from the date of allotment of Equity Shares in this issue. 3. The Company has not issued any warrant, option, convertible loan, debenture or any other securities convertible at a later date into equity, which would entitle the holders to acquire further equity shares of the company. The Company/Promoters/Directors/Lead Merchant Bankers have not entered into buyback or similar arrangements for purchase of securities issued by the Company. An oversubscription to the extent of 10% of the Issue can be retained for the purpose of rounding off while finalizing the basis of allotment. Allotment shall be on a proportionate basis rounded off to the nearest integer subject to the minimum allotment being equal to the minimum application size. In case of over-subscription the proportionate allotment will be subject to the reservation for Retail Individual Investors as below: a) A minimum of 50% of the net offer to the public will initially be made available for allotment to retail individual investors. b) The balance net offer to the public shall be made available for allotment to applicants other than retail individual investors.

4. 5. 6.

25

Break up of the Promoters Group Shareholding pattern: Sr.No Name No. of shares % of Post Issue paid-up Capital Lock in period

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41

Shri Dinesh Chand Agarwal Shri Sunil Kumar Agarwal Shri Kumer Sen Agarwal Shri Sanjeev Agarwal Shri Anil Kumar Agarwal M/s Bimal Chand Agarwal (HUF) M/s Ramesh Chand Agarwal (HUF) M/s Balkishan Agarwal (HUF) M/s Nanak Chand Agarwal (HUF) M/s Suresh Chand Agarwal (HUF) M/s Kumer Sen Agarwal (HUF) M/s Dinesh Chand Agarwal (HUF) Smt. Sudha Agarwal Smt. Puneeta Agarwal Smt. Aruna Agarwal Smt. Ketki Devi Agarwal Smt. Mamta Agarwal Shri Manish Agarwal Shri Monu Agarwal Smt. Manorama Devi Shri Ramesh Chand Agarwal Smt. Deepti Agarwal Shri Deepesh Agarwal Shri Hani Agarwal Shri Mayank Agarwal Ms. Rinki Agarwal Shri Chunmun Agarwal Shri Sarthak Agarwal Ms. Runjhun Agarwal Ms. Parul Agarwal Ms. Trapti Agarwal Shri Sachin Agarwal Smt. Anupama Agarwal Smt. Pragya Agarwal M/s Sunil Kumar Agarwal (HUF) Smt. Vandana Agarwal M/s Manoj Agarwal (HUF) M/s K.S. Colonisers Pvt. Ltd. M/s Jagdish Glass Works Pvt. Ltd. M/s Indica Foods Ltd. M/s Great Value Foods Ltd. Sub Total (B) (Promoters Group)

340500 564100 269400 136000 17000 103000 56000 95000 98000 84000 85000 79000 130000 89000 44000 115000 42000 21000 57000 32000 79000 7000 1000 1000 31000 30000 1000 11000 1000 34000 38000 31600 61000 52000 86000 24000 15000 192000 60000 100000 150000 3462600

2.96% 4.90% 2.34% 1.18% 0.15% 0.89% 0.49% 0.83% 0.85% 0.73% 0.74% 0.69% 1.13% 0.77% 0.38% 1.00% 0.36% 0.18% 0.50% 0.28% 0.69% 0.06% 0.01% 0.01% 0.27% 0.26% 0.01% 0.10% 0.01% 0.30% 0.33% 0.27% 0.53% 0.45% 0.75% 0.21% 0.13% 1.67% 0.52% 0.87% 1.30% 30.07%

1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year

26

7.

Top Ten shareholders as on the date of filing of the Draft Prospectus with SEBI are as follows: Sr. No. 1 2 3 4 5 6 7 8 9 10 Name of the Shareholder Bimal Chand Agarwal Suresh Chand Agarwal Sunil Kumar Agarwal Nanak Chand Agarwal Dinesh Chand Agarwal Kumer Sen Agarwal K.S. Colonisers Pvt. Ltd. Manoj Agarwal Great Value Foods Ltd. Sanjeev Agarwal TOTAL Number of Shares 826300 604600 564100 425000 340500 269400 192000 177000 150000 136000 3684900 % of issued Capital 14.25% 10.42% 9.73% 7.33% 5.87% 4.65% 3.31% 3.05% 2.59% 2.34% 66.99%

8.

Top ten shareholders two years prior to the date of filing of this draft Prospectus with SEBI are as follows: Sr. No. 1 2 3 4 5 6 7 8 9 10 Name of the Shareholder Bimal Chand Agarwal Dinesh Chand Agarwal Suresh Chand Agarwal K.S.Colonisers Sunil Kumar Agarwal Manoj Agarwal Nanak Chand Agarwal Sanjeev Agarwal Kumer Sen Agarwal Ram Sumerni Devi Agarwal TOTAL Number of Shares 556300 340500 334800 192000 176100 157000 155000 136000 128400 121000 2297100 % of issued Capital 10.12% 6.20% 6.09% 3.49% 3.21% 2.86% 2.82% 2.48% 2.34% 2.20% 41.81%

9.

Top ten shareholders as on 10 days prior to the date of filing of the draft Prospectus with SEBI are as follows: Sr. No. 1 2 3 4 5 6 7 8 9 10 Name of the Shareholder Bimal Chand Agarwal Suresh Chand Agarwal Sunil Kumar Agarwal Nanak Chand Agarwal Dinesh Chand Agarwal Kumer Sen Agarwal K.S. Colonisers Pvt. Ltd. Manoj Agarwal Great Value Foods Ltd. Sanjeev Agarwal TOTAL Number of Shares 826300 604600 564100 425000 340500 269400 192000 177000 150000 136000 3684900 % Of issued Capital 14.25% 10.42% 9.73% 7.33% 5.87% 4.65% 3.31% 3.05% 2.59% 2.34% 66.99%

27

10. Total number of shareholders as on date of filing the Draft Prospectus is 48 (Forty-eight only). 11. There were no transactions in the securities of the Company during 6 months preceding the filing of the draft prospectus which were financed directly or indirectly by the promoters, their relatives, their group companies or associates or by the above entities directly or indirectly through other persons. 12. The Equity Shares will be issued and traded on the stock exchange only in dematerialized form. Hence the market lot of the equity shares is 1 (One share). 13. At any given time there shall be only one denomination for the shares of the Company and the disclosures and accounting norms specified by SEBI from time to time shall be complied with. 14. The Company does not propose to alter the capital structure by way of split or consolidation of the denomination of the shares or the issue of shares on a preferential basis or issue of bonus or rights or further public issue of shares or any other securities within a period of six months from the date of opening of the present Public Issue. 15. The Promoters/Directors/Lead Managers have not entered into any buy-back and/or standby arrangements for purchase of Equity Shares of the Company with any person. 16. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares. 17. The Company has not raised any bridge loans against the proceeds of the Issue. 18. The Company has not instituted any employee stock option scheme till date.

28

OBJECTS OF THE ISSUE The objects of the issue are as under: De-bottlenecking and improving existing production facilities Expansion of production capacity by installing a new regenerative furnace with a capacity of 100 tons per day taking the companys total furnace capacity to 220 tons per day Diversification Installation of Color mixing technology and diversify into manufacturing of colored glass bottles and tableware Installation of a gas based power generating unit to generate 2320 KW Repayment of part of high cost term loan to State Bank of India To meet the expenses of the issue To list the shares at the Bombay Stock Exchange Limited (BSE) (The Designated Stock Exchange) The total expenditure for the above is estimated at Rs. 4414.48 Lacs as tabulated below: (Rs. in lacs) Amount 45.19 2520.06 28.05 508.36 800.00 360.00 152.82 4414.48

Sr.No. 1. 2. 3. 4. 5. 6. 7.

Particulars De-bottlenecking and improving existing production facilities Expansion of production capacity Diversification Installation of Color mixing technology Installation of a gas based power generating unit to generate 2320 KW Repayment of term loan to State Bank of India Public Issue & Pre-operative Exp. Contingencies Total

The main object clause of the Companys Memorandum of Association and the objects incidental and ancillary to the main objects enable the company to undertake the existing activities as well as the proposed activities for which the funds are proposed to be raised by the Company through the present Issue. Means of Finance: The proposed capital expenditure is planned to be funded as follows:Sr.No. 1. 2. Particulars Equity through proposed Initial Public Offering Internal Accruals Total Amount 4000.50 413.98 4414.48

29

1.De-bottlenecking and improving existing production facilities

Sr. No. a. b. c. d. Particulars Furnace Pressure Control System Automation and a VENTURY in Secondary Air Line Modification and Technical Up-gradations in Working End & IS No.2. Fore-hearth Conversion of Lubricated Air Compressors to Non Lubricated Type Oxygen Gas Plant Total (Rs. in lacs) Amount 4.44 22.75 6.00 12.00 45.19

2. Expansion of production facility The company has proposed to increase its production capacity for both tableware and container-ware by installing a new regenerative furnace with a capacity of 100 tons per day taking the companys total furnace capacity to 220 tons per day. Out of the total furnace capacity of 220 tons per day, 50% i.e. 110 tons shall be dedicated to production of table-ware and the balance 50% for container-ware. The details of the proposed expansion in production capacity are tabulated below: (Rs. in lacs) Sr. No. Particulars Amount 1. Civil Works including Factory Building 296.89 2. Plant & Machineries 2163.17 3. Misc. Fixed Assets 60.00 Total 2520.06 2.1 Civil Works including Factory Building The company proposes to locate the expanded facility at Survey No. 442, Dholpura, Agra Road, Firozabad where the existing factory is also located. The company owns land admeasuring 22960 sq meters or 247,140 sq ft out of which just over 100000 (one Lakh) sq. ft is available for the new factory and other required civil constructions. is sufficient to meet the requirement for constructing the building for the expansion. It is proposed to construct built up space of 115132 sq. ft spread over in two storey for housing the plant and machinery. As per the estimates dated 1/12/2005 of M/s Amardeep Engineers & Contractors Pvt Ltd, New Delhi the total cost of construction would be Rs 296.89 lacs as per following details: (Rs. in lacs) Particulars Amount Ground Floor 141.04 1st Floor 132.40 Chimney Foundation 8.00 Office Block 12.00 Road in the Factory Compound 3.45 Total 296.89 As per estimate of M/s. Amardeep Engineers & Contractors Pvt.Ltd, New Delhi dated 01.12.2005. Sr. No. 1 2 3. 4. 5.

2.2 Plant & Machinery Based on the quotations for construction of a furnace, and other plant and machinery, with a capacity of 150 tons, the management has worked out proportionately the estimated cost for the Plant & Machinery with a furnace capacity of 100 tons the details of which are as follows:-

30

Sr. No. 1 2 3 4 5 6 7 8 9 10 11

Particulars Furnace Batch House Fore hearths IS Machine Annealing lahars Compressors Utilities Instrumentations Workshop Blowers MDP Machine Total

(Rs. in lacs) Amount 783.13 203.93 46.80 578.54 106.70 92.21 89.25 122.50 65.00 54.61 20.50 2163.17

2.2.1 Furnace A Furnace is a chamber constructed with thick electro-cast ceramic lining specially designed to withstand high temperatures. It comprises of a tank with burners which provides a continuous heat source. The furnace is constructed at least 10' 6'' above ground level and hence the structure needs to be erected on RCC pillars or MS structure above the ground. Since the structure has to withstand significant thermal stresses, it is constructed with substantial quantities of steel. Apart from the tank, the furnace contains a Chimney having a height of 60 meters for releasing gases into the atmosphere and a Regenerating Chamber for recycling the heat of the gases produced during the glass manufacturing process. (Rs. in lacs) Sr. No. Item Price Taxes/Frei Total Supplier ght 1 Electro cast Refractory 287.28 79.67 366.95 SEPR Refractories India Ltd, Kanjikode West, Palakkad, Kerala. Quotation dated 3/12/05. 2 Maithan Refractories 137.03 9.02 146.05 Rafbrix Ltd C-50, Preet Vihar, Delhi. Quotation dated 30/11/05. 3 OCL Refractories 127.41 8.32 135.73 Rafbrix Ltd C-50, Preet Vihar, Delhi. Quotation dated 30/11/05 4 Chimney (Except 40.43 40.43 Amardeep Engineers & Foundation) Contarctors Pvt Ltd, 168 Genetic House, Malviya Nagar, New Delhi. Quotation dated 1/12/05 5 Steel 280 MT 78.40 78.40 Various parties 5 Erection & Installation 15.57 15.57 Local Contractor Total 686.12 97.01 783.13

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2.2.2 Batch House Production of good quality glass requires proper mixing to ensure homogeneity of the raw material in each of the batch that is fed to the furnace for glass production. The company is therefore proposing to install a completely automatic batch house with batch mixer, auto weighing systems with well designed storage bunkers, conveyors for efficient conveyance and handling to avoid contamination, controllers and panel with efficient display for operational control and batch charger controlled by level controller to ensure uniform feed. The company is also proposing to purchase a cullet processing plant since the company would be using foreign cullet in the production process. The cullet processing plant would ensure sieving, washing and crushing of the cullet and would also ensure uniform batch cullet ratio so that quality of the glass that is produced remains high. The raw material and external and internal cullet have also to be cleaned, to remove free iron, for production of clear glass. The company, therefore, proposes to purchase a cullet processing plant with magnetic separators having double drum arrangement to remove free iron from all raw materials and from internal and external cullet. The cost of the batch house as per estimates is as follows: Sr. No. 1 Item Auto Weighment & Auto Panel Price 19.14 Taxes 1.50 Total 20.64 (Rs. in lacs) Supplier Midas Autosoft Engineers Pvt Ltd, Azadwadi, Kothrud, Pune. Quotation dated 8/12/2005 revalidated as per letter dated 7th October 2006 Midas Autosoft Engineers Pvt Ltd, Azadwadi, Kothrud, Pune. Quotation dated 8/12/2005 revalidated as per letter dated 7th October 2006 Midas Autosoft Engineers Pvt Ltd, Azadwadi, Kothrud, Pune. Quotation dated 8/12/2005 revalidated as per letter dated 7th October 2006 Midas Autosoft Engineers Pvt Ltd, Azadwadi, Kothrud, Pune. Quotation dated 8/12/2005 revalidated as per letter dated 7th October 2006 Midas Autosoft Engineers Pvt Ltd, Azadwadi, Kothrud, Pune. Quotation dated 8/12/2005 revalidated as per letter dated 7th October 2006 Midas Autosoft Engineers Pvt Ltd, Azadwadi, Kothrud, Pune. Quotation dated 8/12/2005 revalidated as per letter dated 7th October 2006

Storage & Batch Hoppers

92.40

8.32

100.72

Conveyors & Electricals

17.23

1.55

18.78

Bucket Elevators & Electricals

12.18

1.10

13.28

Design, Engg & Insurance

2.31

0.24

2.55

Cullet Processing Plant

42.90

5.06

47.96

Total

203.93

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2.2.3 Fore-hearths The Glass produced in the furnace has a temperature between 1200 C to 1500 C. However a lower temperature is required to form glass into various shapes. The temperature is therefore slowly reduced and brought down to 1100C in the fore-hearth while maintaining the thermal homogeneity of the glass so that when delivered from the spout (called gob), bottles of uniform strength can be produced. Kothari Ceramic & Chemical Industries have provided the estimated cost for constructing the fore hearths vide their quotation dated 29/11/05 as follows: (Rs. in lacs) Sr. No. Item Price Taxes Total Supplier 1 Fore hearths 38.30 Inclusive 38.30 Kothari Ceramic & Chemical Equipment Industries 21. Industrial Area, Raipur, Chhattisgarh. Quotation dated 29/11/2005 revalidated as per letter dated 7th October 2006. 2 Steel Casing 6.00 Inclusive 6.00 Various local parties 3 Steel Support & 2.50 Inclusive 2.50 Various local parties Binding Total 46.80

2.2.4 IS Machines IS Machines are designed for forming molten glass into bottles by either blow & press process or press & blow process. Shamvik Glasstech Pvt Ltd, Mumbai has provided the estimates for the IS machines as per their quotation dated 3/12/05 as under: (Rs. in lacs) Sr. No. Item Qty Price Taxes Total Supplier 1 6 Section Double 2 280.52 59.46 339.98 Shamvik Glasstech Gob. Pvt Ltd, Mulund (W), Mumbai. 3/12/05 2 8 Section Double 1 204.70 33.86 238.56 Shamvik Glasstech Gob. Pvt Ltd, Mulund (W), Mumbai. 3/12/05 Total 578.54

2.2.5 Annealing Lehr The glassware that is formed is placed in the Annealing Lehr to relieve the stresses by heating the glassware. This is a process in which the glassware is placed on a conveyor belt which passes through a long rectangular channel heated at pre-set temperature. T.N.F Engineering, Navi Mumbai has provided the estimates for the Gas Fired Annealing Lahars as per their quotation dated 30/11/05 as under: (Rs. in lacs) Sr.No. Item Qty. Amount Taxes Total Supplier 1 Annealing Lehr 4 84.40 22.30 106.70 T.N.F. Engineering. TTC Industrial Area, Navi Mumbai. 30/11/05 Total 106.70

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2.2.6 Compressor IS Machines are operated by compressed air. Bottle forming requires compressed air during blowing operations. MDP machine pneumatic cylinder is also operated by compressed air. Compressed air is generated by a number of balanced opposed design reciprocating compressors. Pressure controllers are installed for maintaining constant pressure and refrigerated Air dryer is used for moisture removal. Kirloskar Pneumatic Co Ltd vide their quotation dated 3/11/05 and Shalcot Mechanique (P) Ltd vide their quotation dated 8/12/05 have provided the estimates as under : (Rs. in lacs) Sr. No. Item Qty Amount Taxes Total Supplier 1 Compressor(1000 4 set 53.84 13.39 67.23 Kirloskar cfm) Pneumatic Co Ltd, Nehru Place, New Delhi. Quotation dated 3/11/05. 2. Auxiliaries 4 set 4.40 4.40 Local Suppliers. 3 Air drier 1 13.98 3.60 17.58 Shalcot Mechanique (P) Ltd, Noida, UP. 8/12/05 4 Compressor & 1 3.00 3.00 Local supplier. Drier(300 cfm) Total 92.21

2.2.7 Utilities : Various equipments such as electrical panels (main & distribution), cables, switches gears, starters for running the machinery, water harvesting system, overhead water tank, machine foundations, water pumps etc have been included in this classification. The estimated cost of these utilities is as follows: (Rs. in lacs) Sr. No. Item Qty Amount Taxes Total Supplier 1 Overhead R.C.C. 1 set 4.50 Incl. 4.50 Amardeep Tank Engineers & Contractors Pvt Ltd, 168 Genetic House, Malviya Nagar, New Delhi. 01.12.05 2 Drains for Water 1 set 1.25 Incl. 1.25 Amardeep Engineers & Contractors Pvt Ltd, 168 Genetic House, Malviya Nagar, New Delhi. . 01.12.05 3 Water Harvesting 1 Set 4.00 Incl. 4.00 Amardeep System Engineers & Contractors Pvt Ltd, 168 Genetic House, Malviya Nagar, New Delhi. . 01.12.05 4 Pipelines & 1 Set 79.50 Incl. 79.50 Local Contractor Pipefitting Total 89.25

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2.2.8 Instrumentation: The company proposes to purchase various equipments such as process control loops etc required for glass manufacturing from Digicon Systems of Shikohabad. The estimated cost is as follows: (Rs. in lacs) Sr. Item Qty Amount Taxes Total Supplier No. 1 Automatic 1 set 117.50 3.44 120.94 Digicon Systems, Temp.Control 64 Khera, Shikohabad. 04.12.05 1 set 1.56 Incl. 1.56 Local Purchase 2 Pressure Ganges, Electrical cables, wires, switches etc. Total 122.50

2.2.9 Workshop Equipment Tools for manufacturing moulds and various other equipments are proposed to be purchased from local suppliers by the company. (Rs. in lacs) Supplier Local Purchase

Sr. No. 1

Item Various Workshop Equipment Total

Qty 1 Set

Amount 65.00

Taxes Incl.

Total 65.00 65.00

2.2.10 Centrifugal Fans - Blowers : Centrifugal Fans or Blowers are required for cooling machinery or the furnace refractory. The estimated cost of the equipment is as follows: (Rs. in lacs) Sr.No. Item Qty Amount Taxes Total Supplier 1 Blowers & Accessories 1 set 52.45 2.16 54.61 Ventilair India (P) Ltd, Ranjit Nagar Commercial Complex, New Delhi. Quotation dated 3/12/2005 Total 54.61 2.2.11 MDP Machine : These are Motor Driven Press Machines for manufacturing of glass tumblers. The company is proposing to purchase this equipment from Apex Engineering Works of Baroda. Apex Engineering Works vide their quotation dated 26/12/05 have provided the estimates as under: (Rs. in lacs) Sr. Item Qty Amount Taxes Total Supplier No. 1 MDP Machine 3 19.50 1.00 20.50 Apex Engineering Works, Pratapnagar Ind.

35

Area, Baroda. Total 2.3 Misc. Fixed Assets Although no specific quotation has been obtained the company has estimated that approximately Rs 60 lacs would be incurred for purchasing various miscellaneous fixed assets as follows: (Rs. in lacs) Sr. Item Amount No. 1 Furniture & Fixtures 20.00 For factory premises 20.00 2 Office premises and equipments including Computers + Printers Other miscellaneous equipments as estimated by the company 3 Vehicle 20.00 Total 60.00 3. Diversification Installation of Color mixing technology Color mixing system technology enables us to produce colored table--ware and glass bottles for cosmetic and beverages industry. This technology known as Fore-hearth color (FHC) technology involves introduction, melting and dispersion of colorants into the fore-hearth as opposed to the traditional method of dispersion of colorants into the tank and is designed to give flexibility and cost effectiveness in colored glass manufacturing process. Significantly smaller volume runs of colors can be economically through the process. The company is proposing to install this technology and the cost is estimated as under: (Rs. in lacs) Supplier Electro Mech Industries, G-12, Chambal Industrial Area, Kota. 25.09.06 20.50

Sr. No. 1

Item Color Mixing System technology

Qty. 1 set

Amount 25.50

Taxes 2.55

Total 28.05

Total 4. Power generation unit

25.50

2.55

28.05

The company has its own gas based power generating units for its factory to ensure uninterrupted power supply and proposes to install two additional generators for taking care of the total power requirements. The generators would use LEAN BURN technology with lower per unit gas consumption. The existing generators would provide stand by support. The cost is estimated as under:Sr. No. 1 Item Generator (1160 KW capacity each) Qty 2 nos Amount 508.36 Taxes Inclusive Total 508.36 (Rs. in lacs) Supplier Cummins India Ltd, Nehru Place, New Delhi. Quotation dated 25/11/2005.

Total

508.36

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5. Repayment of Term loan to State Bank of India We have an outstanding term loan of State Bank of India amounting to Rs. 1336.92 lacs in addition to loan from State Bank of Hyderabad (Please see our Indebtedness on page 71 for details). We intend to prepay part of this i.e. up to Rs. 800 lacs to State Bank of India from the net proceeds of the issue so as to reduce the finance charges and improve profitability. 6. Public Issue and Pre-operative Expenses 6. 1Share Issue Expenses The Company proposes to get its equity shares listed on BSE. The management estimates an expense of Rs. 280.00 Lacs towards issue expenses. The Break-up of issue expenses is given below: (Rs. in lacs) Particulars Amount Issue Management Fees 80.00 Printing, Stationery & Dispatch 80.00 Selling commission/brokerage/advertisements etc 90.00 Registrars Expenses 20.00 Other Statutory Costs 10.00 Total 280.00

6.2 Pre-Operative Expenses for trial runs The company has estimated the following expenses expected to be incurred prior to commencement of commercial production in the new plant: (Rs. in lacs) Particulars Amount Expenditure on raw material, fuel, power etc for trial runs 40.00 Expenditure of Heating 20.00 Estimated admin expenses up-to the date of commercial production including 20.00 technical consultancy and support Total 80.00 7. Contingencies: Contingencies have been estimated at 5% of the estimated expenditure on expansion of production facilities and power generation unit totaling estimated expenditure of Rs.3056.47 lacs. (Rs. in lacs) Sr. No Item of expenditure Estimated cost Contingencies @ 5% 1. Expansion of production capacity 2520.06 126.00 2. Color Mixing Technology 28.05 1.40 3. Power Generator 508.36 25.42 Total 3056.47 152.82 Implementation Schedule The company is planning to place the order for the machinery after the funds have been raised through the public issue. The company has estimated that the project would get implemented within 8 months of the realization of funds from the public issue. The implementation schedule for the project as envisaged by the company management is as follows:

37

Activity De-Bottlenecking Civil Construction Order of Plant & Machinery Supply of Plant & Machinery Installation Heating Trial Run Commercial Production Year-wise break up of utilization of funds Sr. No. 1. 2. 3. 4. 5. 6. 7. Particulars De-Bottlenecking Expansion of production facilities Color Mixing System Power generation unit Repayment of Term Loan Public Issue and Pre-operative Expenses Contingencies Total

Commencement May 2006 December 2006 December 2006 January 2007 February 2007 June 2007 July 2007 Aug 2007

Completion November 2006 February 2007 January 2007 April 2007 May 2007 June 2007 July 2007 Aug 2007

FY 2006-07 45.19 2520.06 28.05 508.36 800.00 280.00

(In Rs lacs) FY 2007-08 80.00 152.82 4181. 66 232.82

Funds deployed so far on the implementation of the project: As per the certificate of M/s. R.P.Goel & Co., Chartered Accountants and Statutory Auditors of the Company dated 11th October 2006 the details of Funds Deployed on the implementation of the project so far are and the Means of Finance as follows:Debottlenecking the existing production facilities: Sr. No. a. b. c. Particulars Furnace Pressure Control System Automation and a VENTURY in Secondary Air Line Modification and Technical Up-gradations in Working End & IS No.2. Fore-hearth Conversion of Lubricated Air Compressors to Non Lubricated Type Total (Rs. in lacs) Amount 4.44 22.75 6.00 33.19

Means of Finance Sr. No. 1. Particulars Internal Accruals Total (Rs. in lacs) Amount 33.19 33.19

Shortfall of funds The shortfall in funds, if any, shall be met from internal accruals and or loans to be raised by promoters.

38

Monitoring of Utilisation of Funds Board of Directors of Shri Balkishan Agarwal Glass Industries Limited will monitor the utilization of the proceeds of the Issue and will disclose the utilization of the proceeds of the Issue under a separate head in the Balance Sheet for next financial year(s) specifying the purpose for which such proceeds have been utilized. Also in the Balance Sheet, provide details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue.

Interim Use of Proceeds Pending utilization of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily keep the funds invested in high quality interest bearing liquid instruments including deposits with banks. Such investments would be in accordance with the investment policies approved by the Board of Directors from time to time. NO PART OF THE PROCEEDS OF THE ISSUE WILL BE PAID BY US AS CONSIDERATION TO OUR PROMOTERS, OUR DIRECTORS, KEY MANAGEMENT PERSONNEL OR COMPANIES PROMOTED BY OUR PROMOTERS EXCEPT IN THE USUAL COURSE OF BUSINESS.

39

BASIC TERMS OF ISSUE The equity shares being issued are subject to terms of this Prospectus, the terms and conditions contained in the application form, the Memorandum and Articles of Association of the Company, provisions of the Act and letters of allotment/ Equity Share Certificates or other documents and the guidelines issued from time to time by the Govt. of India and Securities & Exchange Board of India. BASIS FOR ISSUE PRICE QUALITATIVE FACTORS 1. Modern glass manufacturing unit of international standards with certifications such as ISO 9001:2000 for quality management system, ISO 14001:1996 for environment management system and OHSAS 18001:1996 for safety management system certifications from AQSR Inc. USA. Equipped with CAD and mold making capabilities and automatic machinery such as imported Hartford machines and IS machines An existing profit making company Listing proposed on the Bombay Stock Exchange Limited - [BSE]

2.

3. 4.

QUANTITATIVE FACTORS Earnings Per Share (EPS) Year 2003-04 2004-05 2005-06 2006-07(Apr 06-June 06) Weighted Average EPS *Annualized ii) P/E Ratio Price per share P/E (based on pre-issue EPS as on 30.06.06) PE based on weighted average EPS Rs70 11.57 15.91 EPS (Rs) 0.07 1.63 5.50 6.05* 4.40 Weights 1 2 3 4 10

iii) Industry P/E Ratio 45.0 Highest Lowest 4.2 23.6 Industry Composite Source: Capital Market November 06-19,2006; Vol.XXI/18 Industry: Glass & Glass Products

40

iv) Return on Net-worth Year 2003-04 2004-05 2005-06 2006-07(Apr 06-June 06) Weighted Average RONW *Annualized v) Minimum RONW required for maintaining pre-issue EPS of Rs.6.05 as on 30.06.2006 RONW (%) 0.30% 5.61% 18.51% 19.35%* 14.45% Weight 1 2 3 4 10

11.99%

vi) Book Value (Rs.) Book Value (Pre issue) (As on 30.06.2006) Book Value (Post Issue) Issue Price (Rs.) Rs.31.25 Rs. 50.48 Rs.70.00

Comparison with other Companies in the Same Sector Name of the Company EPS (Rs.) 18.80 9.00 11.70 3.60 6.05* RONW (%) Book Value (Rs.) 146.00 31.30 51.10 31.10 31.25 P/E

Hindustan National Glass Ltd 16.00% 28.70 Haldyn Glass Gujarat Ltd. 32.70% 5.60 Empire Industries Ltd. 21.90 45.00 La Opala RG Ltd 11.70% 12.40 19.35%* 11.57 Shri Balkishan Agarwal Glass Industries Ltd(30.06.2006) *Annualized Source: Capital Market November 06-19,2006; Vol.XXI/18 Industry: Glass & Glass Products Conclusion The face value of Equity Shares of our Company is Rs. 10/- and the issue price is 5times the face value. The issue price of Rs. 70/- is determined by the Issuer Company in consultation with the Lead Manager and is justified in view of the foregoing qualitative and quantitative parameters. Taking into account the above qualitative and quantitative factors, the issue price of Rs. 70/- per share is justified Investors are requested to see the section titled Risk Factors on page xii of this Prospectus and the financials of our Company including important profitability and return ratios, as set out in the Auditors Report on financial statements on page 109 of this Prospectus to have a more informed view. Provided however that the Issue Price for the Equity Shares in this Issue, has not been determined solely on the basis of such profitability and return ratios, financial statements or other forward looking statements.

41

STATEMENT OF TAX BENEFITS The Board of Directors, Shri Balkishan Agarwal Glass Industries Ltd. C-118, Greater Kailash Part 1, New Delhi 110 018 Dear Sirs, We hereby certify that the enclosed Annexure states the tax benefits available to Shri Balkishan Agarwal Glass Industries Ltd. (the Company) and its Shareholders under the provisions of the Income-tax Act, 1961 and other direct tax laws presently in force. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence the ability of the company or its shareholders to derive the tax benefits is dependant upon fulfilling such conditions which based on business imperatives the company faces in the future, the company may or may not choose to fulfill. The benefits discussed below are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. We do not express any opinion or provide any assurance as to whether: The Company or its shareholders will continue to obtain these benefits in future; or The conditions prescribed for availing the benefits have been/would be met with. The contents of this annexure are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. A shareholder is advised to consider in his/her/its own case the tax implications of an investment in the Equity Shares. For R.P. Goel & Co. Chartered Accountants Rajiv Kumar Chaturvedi Partner Place: Firozabad Date: 28.08.2006

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ANNEXURE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED (THE COMPANY) AND ITS SHAREHOLDERS 1. BENEFITS TO THE COMPANY UNDER THE INCOME TAX ACT, 1961 (THE ACT): The Company will be entitled to deduction under the sections mentioned hereunder from its total income chargeable to Income Tax. 1.1 Dividends exempt under Section 10(34) Under Section 10(34) of the Act, the Company will be eligible for exemption of income by way of dividend from domestic company referred to in Section 115-O of the Act. 1.2 Income from units of Mutual Funds exempt under Section 10(35) The Company will be eligible for exemption of income received from units of mutual funds specified under Section 10(23D) of the Act, income received in respect of units from the Administrator of specified undertaking and income received in respect of units from the specified company in accordance with and subject to the provisions of Section 10(35) of the Act. 1.3 Computation of capital gains 1.3.1 Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. Shares in a company, listed securities or units of UTI or unit of Mutual Fund specified under Section 10(23D) or a zero coupon bond will be considered as long term capital assets if they are held for a period exceeding 12 months. Consequently, capital gains arising on sale of these assets held for more than 12 months are considered as long term capital gains. Capital gains arising on sale of these assets held for 12 months or less are considered as short term capital gains. 1.3.2 Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of acquisition/improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a benefit by permitting substitution of cost of acquisition/improvement with the indexed cost of acquisition/improvement, which adjusts the cost of acquisition/improvement by a cost inflation index as prescribed from time to time. 1.3.3 As per the provisions of Section 112 of the Act, long term gains as computed above that are not exempt under section 10(36) or 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). However, as per the proviso to Section 112(1), if the tax on long term capital gains resulting on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20 percent with indexation benefit exceeds the tax on long term gains computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable surcharge and education cess). 1.3.4 As per the provisions of Section 111A of the Act, short-term capital gains on sale of equity shares or units of an equity oriented fund where the transaction of sale is chargeable to Securities Transaction tax (STT) shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and education cess).

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1.3.5 Exemption of capital gain from income tax Under Section 10(36) of the Act, long term capital gains arising on eligible equity share in a company (acquired on or after the 1st day of March 2003 and before the 1st day of March 2004) sold through a recognized stock exchange in India will be exempt from tax. Under Section 10(38) of the Act, long term capital gains arising out of sale of equity shares or a unit of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or unit is chargeable to STT. However, such income shall be taken into account in computing the book profit tax payable under Section 115JB. According to the provisions of Section 54EC of the Act and subject to the conditions specified therein, long term capital gains not exempt under Section 10(38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so reinvested, the exemption shall be allowed proportionately. However, if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. 1.4 Other specified deductions Subject to fulfillment of conditions, the Company will be eligible, inter alia, for the following specified deductions in computing its business income:1.4.1 Section 35(1)(i) and (iv) of the Act, in respect of any revenue or capital expenditure incurred, other than expenditure on the acquisition of any land, on scientific research related to the business of the Company. 1.4.2 Section 35(1)(ii) and (iii) of the Act, in respect of any sum paid to a Scientific Research Association which has as its object, the undertaking of scientific research or to any approved university, college or other institution to be used for scientific research or for research in social sciences or Statistical Research to the extent of a sum equal to one and one fourth times the sum so paid. 1.4.3 Subject to compliance with certain conditions laid down in Section 32 of the Act, the Company will be entitled to deduction for depreciation: In respect of tangible assets (being buildings, machinery, plant or furniture) and intangible assets (being know-how, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature acquired on or after 1st day of April, 1998) at the rates prescribed under the Income-tax Rules, 1962; In respect of any new machinery or plant which has been acquired and installed after 31st March 2005 by an assessee engaged in the business of manufacture or production of any article of thing, a further sum of 20% of the actual cost of such machinery or plant; 1.4.4 Under Section 115 JAA (1A) of the Act, tax credit shall be allowed of any tax paid (MAT) under Section 115 JB of the Act. Credit eligible for carry forward is the difference between MAT paid and the tax computed as per the normal provisions of the Act. Such MAT credit shall not be available for set-off beyond 7 years succeeding the year in which the MAT becomes allowable.

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2. Benefits available to resident shareholders 2.1 Dividends exempt under Section 10(34) Under Section 10(34) of the Act, income earned by way of dividend from domestic company referred to in Section 115-O of the Act is exempt from income tax in the hands of the shareholders.

2.2 Computation of capital gains 2.2.1 Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. Shares in a company, listed securities or units of UTI or unit of Mutual Fund specified under Section 10(23D) of the Act or a zero coupon bond will be considered as long term capital assets if they are held for a period exceeding 12 months. Consequently, capital gains arising on sale of these assets held for more than 12 months are considered as long term capital gains. Capital gains arising on sale of these assets held for 12 months or less are considered as short term capital gains.

2.2.2 Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a benefit by permitting substitution of cost of acquisition / improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition /improvement by a cost inflation index as prescribed from time to time. 2.2.3 As per the provisions of Section 112 of the Act, long term gains as computed above that are not exempt under section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). However, as per the proviso to Section 112(1), if the tax on long term capital gains resulting on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20 percent with indexation benefit exceeds the tax on long term gains computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable surcharge and education cess). 2.2.4 As per the provisions of section 111A of the Act, short-term capital gains on sale of equity shares where the transaction of sale is chargeable to STT shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and education cess). 2.2.5 Exemption of capital gain from income tax Under Section 10(38) of the Act, Long term Capital Gains arising out of sale of equity shares or a unit of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or unit is chargeable to STT. According to the provisions of Section 54EC of the Act and subject to the conditions specified therein, long term capital gains not exempt under section 10(38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so reinvested, the exemption shall be allowed proportionately. In such a case, the cost of such long term specified asset will not qualify for deduction under section 80C of the Act. However, if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of

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capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. According to the provisions of section 54F of the Act and subject to the conditions specified therein, in the case of an individual or a Hindu Undivided Family (HUF), gains arising on transfer of a long term capital asset (not being a residential house) are not chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period in a residential house. If only a part of such net consideration is invested within the prescribed period in a residential house, the exemption shall be allowed proportionately. For this purpose, net consideration means full value of the consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. 2.3 Rebate under section 88E Section 88E provides that where the total income of a person includes income chargeable under the head Profits and gains of business or profession arising from taxable securities transactions, he shall get rebate of STT paid by him in the course of his business. Such rebate is to be allowed from the amount of income tax in respect of such transactions calculated by applying average rate of income tax. 3. Benefits available to Non-Resident Indian shareholders (Other than FIIs and Foreign venture capital investors) 3.1 Dividends exempt under Section 10(34) Under Section 10(34) of the Act, income earned by way of dividend from domestic company referred to in Section 115-O of the Act is exempt from income tax in the hands of the shareholders. 3.2 Computation of capital gains 3.2.1 Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. Shares in a company, listed securities or units of UTI or unit of Mutual Fund specified under Section 10(23D) of the Act or a zero coupon bond will be considered as long term capital assets if they are held for a period exceeding 12 months. Consequently, capital gains arising on sale of these assets held for more than 12 months are considered as long term capital gains. Capital gains arising on sale of these assets held for 12 months or less are considered as short term capital gains. 3.2.2 Section 48 of the Act contains special provisions in relation to computation of capital gains on transfer of shares of an Indian company by non-residents. Computation of capital gains arising on transfer of shares in case of non-residents has to be done in the original foreign currency, which was used to acquire the shares. The capital gain (i.e., sale proceeds less cost of acquisition/ improvement) computed in the original foreign currency is then converted into Indian Rupees at the prevailing rate of exchange. According to the provisions of Section 112 of the Act, long term gains as computed above that are not exempt under section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). 3.2.3 In case investment is made in Indian rupees, the long-term capital gain is to be computed after indexing the cost. According to the provisions of Section 112 of the Act, long term gains as computed above that are not exempt under section 10(38) of the Act would be subject to tax at a rate of 20

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percent (plus applicable surcharge and education cess). However, as per the proviso to Section 112(1), if the tax on long term capital gains resulting on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20 percent with indexation benefit exceeds the tax on long-term gains computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable surcharge and education cess). 3.2.4 As per the provisions of Section 111A of the Act, short-term capital gains on sale of equity shares where the transaction of sale is chargeable to STT shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and education cess). 3.2.5 Options available under the Act Where shares have been subscribed to in convertible foreign exchange Option of taxation under Chapter XII-A of the Act: Non-Resident Indians [as defined in Section 115C(e) of the Act], being shareholders of an Indian Company, have the option of being governed by the provisions of Chapter XII-A of the Act, which inter alia entitles them to the following benefits in respect of income from shares of an Indian company acquired, purchased or subscribed to in convertible foreign exchange: According to the provisions of Section 115D read with Section 115E of the Act and subject to the conditions specified therein, long term capital gains arising on transfer of shares in an Indian company not exempt under Section 10(38), will be subject to tax at the rate of 10 percent (plus applicable surcharge and education cess), without indexation benefit. According to the provisions of Section 115F of the Act and subject to the conditions specified therein, gains arising on transfer of a long term capital asset being shares in an Indian company shall not be chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period of six months in any specified asset. If part of such net consideration is invested within the prescribed period of six months in any specified asset the exemption will be allowed on a proportionate basis. For this purpose, net consideration means full value of the consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. Further, if the specified asset in which the investment has been made is transferred within a period of three years from the date of investment, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such specified asset or savings certificates are transferred. As per the provisions of Section 115G of the Act, Non-Resident Indians are not obliged to file a return of income under Section 139(1) of the Act, if their source of income is only investment income and / or long term capital gains defined in Section 115C of the Act, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the Act. Under Section 115H of the Act, where the Non-Resident Indian becomes assessable as a resident in India, he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year under Section 139 of the Act to the effect that the provisions of the Chapter XII-A shall continue to apply to him in relation to such investment income derived from any foreign exchange asset being asset of the nature referred to in sub clause (ii), (iii), (iv) & (v) of Section 115C(f) for that year and subsequent assessment years until such assets are converted into money.

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 As per the provisions of Section 115-I of the Act, a Non-Resident Indian may elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing his return of income for that assessment year under Section 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the Act. 3.2.6 Exemption of capital gain from income tax Under Section 10(38) of the Act, long term capital gains arising out of sale of equity shares or a unit of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or unit is chargeable to STT. According to the provisions of Section 54EC of the Act and subject to the conditions specified therein, capital gains not exempt under Section 10(38) and arising on transfer of a long term capital asset shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so reinvested, the exemption shall be allowed proportionately. In such a case, the cost of such long term specified asset will not qualify for deduction under Section 80C of the Act. However, if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. According to the provisions of section 54F of the Act and subject to the conditions specified therein, in the case of an individual, gains arising on transfer of a long term capital asset (not being a residential house) are not chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period in a residential house. If only a part of such net consideration is invested within the prescribed period in a residential house, the exemption shall be allowed proportionately. For this purpose, net consideration means full value of the consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. 3.3 Rebate under section 88E Section 88E provides that where the total income of a person includes income chargeable under the head Profits and gains of business or profession arising from taxable securities transactions, he shall get rebate of STT paid by him in the course of his business. Such rebate is to be allowed from the amount of income tax in respect of such transactions calculated by applying average rate of income tax. 4. Benefits available to other Non-resident Shareholders (Other than FIIs and Foreign venture capital investors) 4.1 Dividends exempt under Section 10(34) Under Section 10(34) of the Act, income earned by way of dividend from domestic company referred to in Section 115-O of the Act is exempt from income tax in the hands of the shareholders. 4.2 Computation of capital gains 4.2.1 Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. Shares in a company, listed securities or units of UTI or unit of Mutual Fund specified under Section 10(23D) of the Act or a zero coupon bond

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will be considered as long term capital assets if they are held for a period exceeding 12 months. Consequently, capital gains arising on sale of these assets held for more than 12 months are considered as long term capital gains. Capital gains arising on sale of these assets held for 12 months or less are considered as short term capital gains. 4.2.2 Section 48 of the Act contains special provisions in relation to computation of capital gains on transfer of shares of an Indian company by non-residents. Computation of capital gains arising on transfer of shares in case of non-residents has to be done in the original foreign currency, which was used to acquire the shares. The capital gain (i.e., sale proceeds less cost of acquisition/ improvement) computed in the original foreign currency is then converted into Indian Rupees at the prevailing rate of exchange. As per the provisions of Section 112 of the Act, long term gains as computed above that are not exempt under section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). 4.2.3 In case investment is made in Indian rupees, the long-term capital gain is to be computed after indexing the cost. As per the provisions of Section 112 of the Act, long term gains as computed above that are not exempt under section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). However, as per the proviso to Section 112(1), if the tax on long term capital gains resulting on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20 percent with indexation benefit exceeds the tax on long-term gains computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable surcharge and education cess). 4.2.4 As per the provisions of section 111A of the Act, short-term capital gains on sale of equity shares, where the transaction of sale is chargeable to STT, shall be subject to tax at a rate of 10 per cent (plus applicable surcharge and education cess). 4.2.5 Exemption of capital gain from income tax Under Section 10(38) of the Act, long term capital gains arising out of sale of equity shares or a unit of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or unit is chargeable to STT. According to the provisions of Section 54EC of the Act and subject to the conditions specified therein, long term capital gains not exempt under section 10(38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so reinvested, the exemption shall be allowed proportionately. In such a case, the cost of such long term specified asset will not qualify for deduction under Section 80C of the Act. However, if the assessee transfers or converts the notified bonds into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. According to the provisions of Section 54F of the Act and subject to the conditions specified therein, in the case of an individual or a HUF, gains arising on transfer of a long term capital asset (not being a residential house) are not chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period in a residential house. If only a part of such net consideration is invested within the prescribed period in a residential house, the exemption shall be allowed proportionately. For this

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purpose, net consideration means full value of the consideration received or accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. 4.3 Rebate under section 88E Section 88E provides that where the total income of a person includes income chargeable under the head Profits and gains of business or profession arising from taxable securities transactions, he shall get rebate of STT paid by him in the course of his business. Such rebate is to be allowed from the amount of income tax in respect of such transactions calculated by applying average rate of income tax. 5. Benefits available to Foreign Institutional Investors (FIIs) 5.1 Dividends exempt under section 10(34) Under Section 10(34) of the Act, income earned by way of dividend from domestic company referred to in Section 115-O of the Act is exempt from income tax in the hands of the shareholders. 5.2 Taxability of capital gains 5.2.1 Under Section 10(38) of the Act, long term capital gains arising out of sale of equity shares or a unit of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or unit is chargeable to STT. 5.2.2 The income by way of short term capital gains or long term capital gains [in cases not covered under section 10(38) of the Act] realized by FIIs on sale of shares of the company would be taxed at the following rates as per section 115 AD of the Act Short term capital gains, other than those referred to under section 111A of the Act shall be taxed @ 30% (plus applicable surcharge & education cess). Short term capital gains, referred to under section 111A of the Act shall be taxed @ 10% (plus applicable surcharge and education cess) Long Term capital gains @ 10% (plus applicable surcharge and education cess) (without cost indexation) It may be noted here that the benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not applicable. 5.2.3 According to the provisions of Section 54EC of the Act and subject to the conditions specified therein, long term capital gains not exempt under Section 10(38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so reinvested, the exemption shall be allowed proportionately. However, if the assessee transfers or converts the notified bonds into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. 5.4 Rebate under section 88E Section 88E provides that where the total income of a person includes income chargeable under the head Profits and gains of business or profession arising from taxable securities transactions, he shall get rebate of STT paid by him in the course of his business. Such rebate is to be allowed from the amount of income tax in respect of such transactions calculated by applying average rate of income tax.

6. Benefits available to Mutual Funds

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As per the provisions of Section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions or authorized by the Reserve Bank of India would be exempt from income tax. However, the Mutual Funds shall be liable to pay tax on distributed income to unit holders under Section 115R of the Act. 7. Venture Capital Companies / Funds In terms of section 10(23FB) of the Act, all Venture capital companies/funds registered with Securities and Exchange of India, subject to the conditions specified, are eligible for exemption from income tax on all their income, including profit on sale of shares of the Company. 8. Tax Treaty benefits An investor has an option to be governed by the provisions of the Act or the provisions of a Tax Treaty that India has entered into with another country of which the investor is a tax resident, whichever is more beneficial. 9. Benefits available under the Wealth-tax Act, 1957 Shares of the Company held by the shareholder will not be treated as an asset within the meaning of section 2(ea) of Wealth Tax Act, 1957, hence no Wealth Tax will be payable on the market value of shares of the Company held by the shareholder of the Company.
Notes: 1. All the above benefits are as per the current tax law as amended by the Finance Act, 2006. 2. The stated benefits will be available only to the sole / first named holder in case the shares are held by joint holders. 3. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her participation in the issue.

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SECTION III: ABOUT THE COMPANY INDUSTRY OVERVIEW The information in this section is derived from various government publications and other industry sources. Neither we nor any other person connected with the Issue have verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. THE INDIAN ECONOMY In recent years, India has experienced rapid economic growth. Indias GDP grew at 8.5%, 7.5% and 8.1% in fiscal 2003, 2004 and 2005 respectively. In fiscal 2005, the industrial, agricultural and service sectors in India grew by 9.0%, 2.3% and 9.8% respectively. An important factor in the growth of the services sector has been the strong growth of the IT and ITES sectors. These sectors benefited from the growing international trend toward off shoring and the resultant demand for skilled, low cost, English speaking workers. Indian competitiveness in this area has been aided by substantial investment in telecommunications infrastructure and the phased liberalization of the communications sector. Economic growth is forecast at 7.6% in fiscal 2006 and 7.8% in fiscal 2007(Source: Central Statistical Organisation). GLASS & GLASSWARES INDUSTRY The Glass Industry comprises of glass containers and hollow wares, tableware, flat glass (including float glass sheet, figured and wired & rolled glass), vacuum flasks, refills, laboratory glassware, Fibre-glass etc. On the basis of utility, the two broad market segments of glass industry are consumer glass and industry glass. Consumer glass is further segmented into tableware and container-ware, under tableware there are number of items like tumblers, ashtrays and bowls. Tableware segment of the Indian glass industry is dominated by the unorganized sector. Container-ware is mainly bottles, jars, etc. Industrial glass is mainly sheet flat glass. There are other end-products like vacuum flask and refills, glass beads, false pearls, optical lenses and clinical thermometers. The Glass industry in India has been de-licensed however items like block glass, glass beads except industrial beads, simple glass mirrors, glass bangles, glass hollow wares produced by mouth blown and/or semi-automatic process, glass marbles of all types and ophthalmic lenses manufactured from glass blanks are reserved for the small scale sector. The glass industry in the country comprises about 50 glass units in the organized sector and about 500 small scale glass units, who together produce a diverse range of products from marbles and mirror to glass containers, sheet glass, vacuum flask, laboratory glassware and fiber glass. The organized sector in this industry consists of 10 units of sheet glass manufacturers, 10 units of vacuum flasks/refills manufacturers and another 5 units in laboratory glassware manufacturing. Although the country at present is self sufficient in every

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aspect of glass and glassware manufacture and production, there is a need for modernization in the glass industry, to make it internationally competitive and technologically innovative. Background of the Modern Glass Industry in India The present day glass making industry in India revolves around a range of items from bottles, bangles, beads and glasses, to laboratory glass and scientific glassware. On the basis of utility, the two broad market segments of glass industry are consumer glass and industry glass. Consumer glass is further segmented into tableware and container-ware, under tableware there are number of items like tumblers, ashtrays and bowls. Tableware segment of the Indian glass industry is dominated by the unorganized sector. Container-ware mainly consists of bottles, jars, etc. Industrial glass is mainly sheet flat glass. There are other end-products like vacuum flask and refills, glass beads, false pearls, optical lenses and clinical thermometers. The Glass industry in India has been de-licensed however items like block glass, glass beads except industrial beads, simple glass mirrors, glass bangles, glass hollow wares produced by mouth blown and/or semi-automatic process, glass marbles of all types and ophthalmic lenses manufactured from glass blanks are reserved for the small scale sector. The glass industry in the country comprises about 50 glass units in the organized sector and about 500 small scale glass units, who together produce a diverse range of products from marbles and mirror to glass containers, sheet glass, vacuum flask, laboratory glassware and fiber glass. The organized sector in this industry consists of 10 units of sheet glass manufacturers, 10 units of vacuum flasks/refills manufacturers and another 5 units in laboratory glassware manufacturing. Although the country at present is self sufficient in every aspect of glass and glassware manufacture and production, there is a need for modernization in the glass industry, to make it internationally competitive and technologically innovative. Locational clusters in Indian Glass Industry Due to historical reasons some area of the country have developed expertise in a certain aspect of glass manufacturing which has resulted in manufacturing clusters in different parts. Some of the noteworthy glass manufacturing clusters are as follows: Banaras is the main center for the production of glass beads with Purdilpur, also being known for its black glass beads. Firozabad, in Uttar Pradesh, is known for the production of glass bangles and utilitarian glassware. An entire community of skilled craftsmen is located here and is engaged in making high quality glassware. Firozabad also produces fragile and lightweight glass beads. Tanjore has become famous for traditional ornate paintings made on glass using gold and depicting deities. Glass is a transparent product made chiefly from sand (silicon dioxide), limestone (calcium carbonate) and sodium carbonate. It differs in color and density depending on the addition of several other elements and oxides. Segments of Glass Industry 4. Glass Hollowware Glass Hollowware is used for packaging of beverages, medicines, chemicals, food and cosmetics. They are made from special glass formulas to make sure there will be no contamination or deterioration of blood plasma, serums, and chemicals stored in them. 5. Glassware Glassware consist of Kitchenware i.e. Bowls, Cups, Saucers, Glass Tumblers, Mugs, Jugs, Plates, Wine Glass, Jars, Gift Articles i.e. Ashtrays, Dinner Set, Dishes, Lemon Sets, Pudding sets and Handicrafts i.e. Candles, Cut and Crinkle, Glass Tumblers, Flower Pots, Paper weights. 6. Float Glass Float glass is used chiefly in windows. It is also used in mirrors, room dividers and furniture. All float glass is made in the form of flat sheets. But some of it, such as that used in automobile windshields, is re-heated and curved over moulds.

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Types of Glass Based on the manufacturing process, Glass can be divided into two groups: oxide glass and non-oxide glass. Oxide glasses contain chemical compounds that have oxygen. The oxides render strength to glass by way of hardness and chemical resistance. They also help to add color to glass. Non-oxide glasses are made from compounds that contain no oxides, and often contain sulphides or metals. Oxide glasses are much more widely used commercially. The most common types of oxide glasses are. Soda lime glass. Soda lime glass contains 60.75 percent silicon dioxide, 12.18 per cent sodium oxide and 5.12 per cent of calcium oxide. It is used for making flat glass, containers, electric light bulbs and many other industrial and art objects. More than 90 per cent of all glass is soda lime glass. Soda lead glass . Commonly called crystal or lead glass, this type of glass is made by using lead oxide instead of calcium oxide, and potassium oxide instead of sodium oxide. This type of glass contains 54.65 per cent silicon dioxide, 18.38 per cent lead oxide and 13.15 per cent potash. Soda lead glass is easy to melt and the lead oxide improves its electrical properties. It has beautiful optical properties and is more expensive than soda lime glass. Soda lead glass has a high refractive index and relatively soft surface. It is used in fine tableware and art objects. Borosilicate glass - This glass contains 7.13 per cent of boric oxide and 70.80 per cent silica in its composition. The balance composition constitutes of four eight per cent sodium oxides and potassium oxide and two seven per cent aluminum oxide. This type of glass is heat and shock resistant and about three times as heat shock resistant as soda lime glass. It is used for chemical and electrical purposes and finds application in products such as ovenware beakers, test tubes, and other laboratory equipment. Aluminosilicate glass - It has aluminum oxide in its composition. It is similar to borosilicate glass but has greater chemical durability and can withstand higher operating temperatures. Ninety six per cent silica glass. This type of glass is a borosilicate glass, melted and formed by conventional means, then processed to remove almost all the non silicate elements from the piece. By reheating to 1200 degree Celsius, the resulting pores are consolidated. This glass is resistant to heat shock, up to 900 degrees. Fused silica glass . Fused silica glass is a highly heat shock resistant glass that consists entirely of silicon dioxide. It is used in laboratory glassware and optical fibers. It consists of a special borosilicate composition that has been made porous by chemical treatment.

Uses of Glass Flat glass is used chiefly in windows. It is also used in mirrors, room dividers and furniture. All flat glass is made in the form of flat sheets. But some of it, such as that used in automobile windshields, is re-heated and curved over moulds. Glass containers are used for packaging of food, beverages, medicines, chemicals and cosmetics. They are made from special glass formulas to make sure there will be no contamination or deterioration of blood plasma, serums, and chemicals stored in them. Optical glass is used in eyeglasses, microscopes, tele- scopes, camera lenses and other instruments for factories and laboratories. The raw materials used to make optical glass must be pure. The care required for producing optical glass makes it expensive. Fiberglass consists of fine but solid rods of glass, each of which may be less than one twentieth the width of a human hair. Glass fibers are loosely packed together in a wool-like mass that can serve as heat insulation. They are also used like wool or cotton fibers to make glass yarn, tape, cloth and mats. Fiberglass also finds applications in electrical insulation, chemical filtration, and fire-fighters suits. Combined with plastics, fiberglass is used for airplane wings and bodies, automobile bodies, and boat hulls. It is a popular curtain material because it is fire-resistant and wash-able.

54

Specialty glasses are all other types of glass besides flat glass, glass containers, optical glass and fiberglass. Laminated safety glass, bullet resisting glass, opal glass, colored structural glass, laser glass are some of the kinds of specialty glass.

Demand The demand for glass container-ware is mainly from user industries such as liquor such as Beer & Alcohol, Wines, pharmaceuticals, cosmetics, processed food & beverages etc.. The glass container market has been growing at 7-8 per cent per annum. Beer & Alcohol as a sector is the largest consumer of glass bottles in India. In the foods market, glass bottles are best suited for products that contain reactants like tomato ketchup, herbs and spices. Moreover, glass provides airtight packaging to maintain freshness and is also best suited for preserving flavor owing to its high chemical durability. With the additional sugar units being set up in UP, and Bihar down stream projects such as distilleries will also be set up. Additionally quite a few wineries have been set up and the capacity of these is being increased. The distilleries and wineries consumption of glass containers is also constantly increasing. The production of wines, spirits and liquors increased by over 25% during April- February 2006. Similarly production of rectified spirit increased by 33% during April-February 2005-06. The increased production in these sectors increases the demand for glass containers. There is also substantial demand for glass containers from country liquor manufacturers across the country. In India per capita consumption of glass is only 0.4 kg as against 3.5 kg in China and 14 kg in Japan. With the increasing purchasing power of the lower middle and middle class families and change in consumption pattern and life style, per capita glass consumption is expected to rise considerably according to our own internal studies. The glass Industry in India is delicensed. Float glass and glass fibers are classified as high priority items. Items like block glass, glass beads except industrial beads, simple glass mirrors, glass bangles, glass hollow wares produced by mouth blown and/or semi-automatic process, glass marbles of all types and ophthalmic lenses manufactured from glass blanks are reserved for the small scale sector Demand for glass-ware and glass container-ware is expected to rise with increased production and consumption of liquor, processed foods, pharmaceuticals, cosmetics etc. The data on production, imports and exports of glass products and investments in the consuming industries are provided below:Indian Glass Industry Production, Imports and Export of glass: Year 2004-05 2005-06 2006-07(Apr-July) Production(Tons) 832514 757987 272556

(Rs. in lacs) Year Exports Imports 2004-05 98055 97465 2005-06 104368 130697 2006-07( April 2006) 9730 10900 (Source: Glass & Glassware : Department of Commerce, Export Import data bank, date 04.10.2006;Indian Industry Monthly Review, CMIE October 2006)) Data relating to Production and Investment of major glass container consuming industries : Beer Production Year 2004-05

Production(000 liters) 270446

55

2005-06 2006-07(Apr-June) Wines, Spirits & liquor Production Year 2004-05 2005-06 2006-07(Apr-June)

295515 82596 Production(Kls) 183178 233400 64215

Beer & Alcohol : New Investment statistics (Rs. in lacs)

Project under implementat ion Amount New Projects Amount Total Investment Amount

July 2006

21

52650

16537

82

159957

Indian Pharmaceuticals Industry : Investment statistics New Project Projects Amount under Amount implementa tion July 64 3424 27 2910 2006 Indian Cosmetic Industry : Investment statistics New Project Projects under Amount implementa tion July 6 7790 4 2006

Total Investme nt 201

Amount

9847

Amount

Total Investme nt 20

Amount

160

39759

(Source : Indian Industry: A Monthly Review, Centre for Monitoring Indian Economy Oct 2006) Increase in consumption The current economic boom has led to changing consumption patterns. Consumers are spending more as is visible from reduced savings. Savings and Investment have reduced from 14% to 4.1% of total consumer shopping basket from 1999 to 2003. Similarly, share of spend on groceries has decreased from 44% to 41.1%. With rising income levels, there is a clear increase in spend towards aspirational and lifestyle products. Mall development/Increased Retail Space Around a decade ago there were no malls in India. The latter half of 1990s saw the arrival of new modern malls. At the end of 2004 there were 40 operational Malls in the country. It is estimated that at least 200 large malls to be operational by 2006 and 600 malls by 2010. All these are expected to drive up demand for glass-ware both table-ware and container-ware substantially in the coming years.

56

Key players in the Market The following companies are the key players in the glass container-ware market where we are operating:Hindustan National Glass Ltd Excel Glasses Ltd. Gujarat Borosil Ltd GLASS MANUFACTURING PROCESS The chemistry of glass has remained almost exactly the same since man first started making it. Commercial glass is about 70% by weight silica (SiO2). This compound is obtained from sand and is ideal for making glass because it does not absorb visible light, making the finished product transparent. Melting pure silica requires temperatures up to 2,000 C, so most manufacturers save fuel costs by mixing raw sand with about 18% sodium carbonate (Na2CO3), also known as soda. The carbonate brings down the melting point, but the added sodium causes the finished glass to dissolve slowly in water. Adding about 10% limestone (CaCO 3) contributes calcium, which helps protect the glass from weathering. Heating these ingredients together yields a molten mix of calcium silicate (CaSiO3) and sodium silicate (Na2SiO3) that, when cooled under controlled conditions, creates what is known as soda-lime-silica glass. Glass in all its myriad forms starts life in the raw material quarry or the chemical plant, where sand, limestone / dolomite and soda ash, the three basic raw materials are mined or manufactured and then delivered to the glass plant to be made into a batch and melted to produce molten glass. After the batch has been melted and molten glass produced, the next step is the forming process, followed by annealing, inspection, packing and shipping. Raw Material & other costs in Glass Production The mix of raw materials used in the production of glass is known as the batch, which is mainly composed of three components: silica sand, soda ash and dolomite/limestone. Silica sand is a major input for the glass industry. It constitutes around 70 percent of the batch cost. Energy accounts for over 20 - 30 percent of the cost of production in glass plants. In order to reduce cost of production, fuel-efficient furnaces and energy-saving Refractories and insulations are used. Wherever capacities justify it, companies install captive power plants to reduce energy costs. Segments in the Indian Glass Industry The Indian glass industry which comprises of glass containers and hollow wares, tableware, flat glass (including float glass sheet, figured and wired and rolled glass), vacuum flasks, refills, laboratory glassware, fiber glass, etc The Indian glass industry which comprises of glass containers and hollow wares, tableware, flat glass (including float glass sheet, figured and wired and rolled glass), vacuum flasks, refills, laboratory glassware, fiber glass, etc can be divided into various segments depending on the type of application or products that are being manufactured from glass. Laboratory/Scientific Glassware This segment of the glass industry comprises items like neutral glass tubing, laboratory glassware and chemical process equipment. There are six units in this segment. The installed capacity of neutral glass tubing is 46600 tons per annum. A small quantity of neutral glass tubing is being imported in the country. The demand for neutral glass tubing has not picked up due to sizeable switch over from glass items to plastic items. The growth rate is expected to be around 3% per annum during the period 2003-04. Glass Containers and Hollow Ware There are 44 units producing glass containers and hollow wares with an approx installed capacity of 19 lacs tons per annum. Glass containers are ideal packaging medium due to their eco friendly nature, but they are being replaced by alternative packaging material, like plastic, aluminum and tetra-pack. Increase in Imports of glass ware The drop in domestic production was partially on account of increase in imports. Imports of glass &glassware are on the rise. Imports rose by 32.2 per cent to Rs.35970 lacs during April. July 2005, over and above a rise of

57

32.6 per cent in the same period a year ago. China has emerged as the largest exporter of glass & glassware to India. Imports from this country rose by 68.3 per cent in 2004.05, after registering a rise of 45 per cent each in the preceding two years. The surge in imports has affected the domestic industry and in order to protect the domestic industry from threat of imports the government has recently imposed anti-dumping duty on imports from China and Indonesia.

BUSINESS OVERVIEW Shri Balkishan Agarwal Glass Industries Ltd was incorporated on 8th January 1990 as a private limited company which was subsequently converted into a public limited company on 8th July 2002. The company established its factory at Dholpura, Agra Road, Firozabad in the year 1990 with a furnace capacity of 40 tons per day to manufacture Glassware, Tableware, Bangles, and Kitchenware. In 2004, the company undertook a modernization and expansion program as a result of which the companys furnace capacity increased to 120 tons per day. In the same year the company also undertook initiatives for improvement in productivity and pollution control. The said initiatives enabled the company to obtain ISO 9001 : 2000, ISO 14001 : 1996 and OHSAS 18001 : 1999 certifications from AQSR International Inc. USA. The company has one of the modern glass manufacturing facilities in the country. Before taking up steps for modernization, the company was predominately into manufacturing and sale of tableware in a market dominated by units in the unorganized sector. The competition in the tableware market from cheap imports and the unorganized sector compelled the company to diversify into manufacturing of bottles and supply these to corporate clients such as distilleries, breweries, pharmaceutical manufacturers etc. This strategy has two advantages viz (a) the unorganized sector cannot match the qualitative parameters stipulated by clients; and (b) imports are not likely to make a dent in the market due to logistical difficulties and the corporate consumers prefer to buy their requirements locally. As part of the productivity improvement initiatives, the company installed H28 automatic machines for press and blow operation (in place of the traditional mouth blown glassware manufacturing process) for high quality thin walled glassware and IS6 and IS8 double gob and single gob machines for manufacturing bottles. The company also installed Motor Driven Press (MDP) machines for manufacturing glass tumblers. These steps enabled the company to increase the turnover manifold and the sales grew by almost 300% to Rs. 2321 lacs during 2004-05 from Rs 883 lacs in 2003-04. The turnover during 2005-06 grew by 34% to Rs. 3106.01 lacs from Rs. 2321 lacs during 2004-05. With the accelerated growth in the economy Uttar Pradesh being one of the major sugar cane producing states, has been witnessing substantial investments in industries such as Sugar and Distilleries. Additionally states such as Punjab and Haryana have free-licensed beer production in these states because of which there has been six fold rise consumption in Punjab and three fold rise in Haryana during the first quarter of the current financial year.

58

Growth in industries such as Breweries, Distilleries, processed foods etc which predominantly package their products in glass containers, drive the demand for glass containers manufactured by BKGL has been growing. BKGL received inquiries informally from large distilleries for 750 ml and 1000 ml bottles during 2005-06. Since the company was unable to meet the demand for glass containers from distilleries, it took up a three pronged strategy to increase the production viz. (a) De-bottlenecking and improving existing production facilities; (b) Expansion of production capacity by installing a new regenerative furnace with a capacity of 100 tons per day taking the companys total furnace capacity to 220 tons per day (c) Adopt the required color mixing technology and diversify into manufacturing colored glass bottles and tableware

Our Products GLASSWARES Press Glass : Bowls Cups & Saucers, Glass Tumblers, Mugs/Jugs, Plates. Thin Glass : Glass Tumblers, Wine Glass, Jars. Presentation/Decorative Articles : Dinner Sets, Dishes, Lemon Sets Pudding Sets Ashtrays, Handicrafts Candles, Flower Pots, Paper Weights Cut & Crinkle Glass Tumblers BOTTLES Various sizes from 100 ml up to 1000 ml for Major consuming sectors/Distribution Channel Multi-brand outlets such as Big Bazaar Vishal Megamart, Metro Cash & Carry Corporate consumers such as fast moving consumer goods manufacturers for packaging as well as for sales promotions Distributor Retailer Agent

Major Industrial consumers Manufacturers of Beer Alcohol Pharmaceuticals Perfumes & Cosmetics

59

Improving existing production facilities: (i) Furnace Pressure Control System Automation :In the existing system there was a Furnace Pressure Indicator and control of the pressure had to be done manually. In the manual control mechanism, accurate control of pressure was not possible. Round the clock operation caused variations because of time required for adjustment, frequency of maneuver, dependence on operating personnel etc. We have initiated steps to install an integrated system which include Proportional Integral Derivative (PID) controller, Rotary Electrical Actuator, Positioner and Variable Frequency Device System capable of maintaining Furnace Pressure within + 1 mm. of set value . This is expected to result in saving of fuel of between 5-10% as well as achieve near perfect combustion. This in turn will enable uniform melting resulting in better quality molten glass. We will be able to improve efficiency of production and product quality . The life of Furnace Refractories is also expected to increase. (ii) Modification and Technical Up-gradations in Working End & IS No.2. Fore hearth:The existing working end connection to the Fore-hearth of IS-Machine No.2 had a 26 size opening, capable of allowing 30 to 35 MT of Molten Glass . The Fore-hearth of IS Machine No.2 had the capacity to condition maximum 30 MT of Molten Glass and 24MT of production . The Fore-hearth Channel had 30 sq. ft. area. We have taken up replacement of the refractoriness at the entrance in the working ends so as to provide 36 size opening which will allow 50 to 55 MT of Molten Glass . We have also taken up modification of the fore-hearth to increase the channel area from 30 sq. ft to 50 sq. ft. so as to increase the conditioning capacity to 50 MT of Glass and achieve production of 40 MT. This modification will enable us to make 750ml & 1000 ml Bottles in Double Gob ( D.G.) operation. Very few Companies in our Country have the capability to produce such bottles in Double Gob ( D.G.) operation as most of the Companies make them in Single Gob (S.G.) operation. Through the D.G. Operations we will be able to achieve production of 40 MT/day as against 24 MT presently through Single Gob operation. The fuel (natural gas) required for 24 MT production (30 MT drawal) was 500 M3 / day ( 21 M3 / hr.(approx)) to maintain required temperatures in Three Zones ( Rear , Middle & Spout ) of Fore hearth for conditioning the glass to suit Bottle Formation . With the modification of the fore hearth and drawl of 50MT molten glass and 40MT production, the gas consumption is expected to be reduced to 50% i.e. 250 M 3 / day ( 10 M3 /hr approx). This saving will be enabled because of the reasons viz. (i) Bigger Bottles require Lower Temperatures for formation and (ii) More amount of molten glass flowing would bring more heat along with it. In fact the rear zone and middle zone would require partial cooling to regulate the temperature at the optimum levels. The aforesaid modification of the fore-hearth is expected to achieve substantial reduction in cost of production by: (a) Reduced natural gas consumption

60

(b) Increased production Fixed expenses such as salaries, maintenance, administrative and financial overheads etc will remain constant. (iii) Conversion of Lubricated Air Compressors to Non Lubricated Type :We have the following (Khosla Make) lubricated type air compressors 7 kg/ cm2 2 Nos. 200 cubic feet per minute (cfm) capacity, 3.5 kg/cm2 3.5 kg/ cm2 4 Nos. 850 1 No. 350 -do-do-

The Lubrication Oil in these air compressors get mixed-up in the compressed air and while air is used for blowing the molten gas the oil particles in air caused defects in final products. Efficiency of the pneumatically operated machines gets affected causing erratic functioning and requires frequent stoppages for maintenance. This causes decrease in efficiency of operations and loss of production. The 7 kg/ cm2 Lubricated Air Compressor is used for instrumentation such as auto temperature control systems, auto batch systems, radiamatic temperature sensors etc causing erratic functioning requiring frequent maintenance. We have taken up conversion of these compressors to non lubricated type by installing new cylinders , pistons , Teflon piston rings , piston rods , glands and distance pieces. We will thus be able to obtain oil-free compressed air which will result in improvements in production efficiency while reducing the expenses by saving on lubricating oil. (iv) Creating the facility for producing Oxygen Gas from in-house availability of compressed air to replace use of costly Liquid Oxygen Gas purchased from outside sources: In our Hartford-28 machines, oxygen gas along with natural gas is used for cutting the glasses in the smoothening process. The liquid oxygen gas is currently purchased from out side at a cost of Rs. 10.00 per cubic meter and stored in a tank hired on monthly rent of around Rs. 18000/-. This liquid oxygen tank has to be installed away from the plant for safety reasons. Oxygen in liquid form is vaporized through vaporizer in to gaseous form and conveyed through 300M long pipe lines to the Hartford-28 Machines. We propose to install an automatic oxygen manufacturing plant which will separate oxygen gas with the help of imported Molecular Sieves using compressed air already available from existing compressors. This oxygen will be in gaseous form and can be straight away used in H-28 Machines . The plant will be equipped with instruments and controls for fine tuning of consumption levels and ensure that there is no wastage of either oxygen or compressed air . The whole system working automatically will produce oxygen at less than Rs. 7.00 per cubic meter by utilizing compressed air which is already available. (v) Incorporation of a Well Designed VENTURY in Secondary Air Line for Achieving Better Flame Conditions and Perfect Combustion in the Furnace Since the speed of secondary air entering the furnace for combustion, through Regenerator Chequor was less than the required quantum we have taken up designing a Ventury section for installation in the secondary Air ducting leading to the regenerator . This will result in increasing the speed of secondary air, which will give better flame propagation in to the furnace so that combustion would be better . This will save fuel, increase Furnace temperature , and hence better melting and enhance drawal capacity . PRODUCT MIX The details of the existing and proposed product mix are given below:-

61

Segment Glassware Bottles Total

Before Expansion (%) MT per day 70% 84 30% 36 120

After Expansion (%) MT per day 50% 110 50% 110 220

Existing Product Mix

Proposed Product Mix

Glass-ware/Table-ware

Container-ware/Bottles

With the installation of the new machinery and increase in furnace capacity, 50% of the companys production is envisaged to be dedicated for glass bottles used by distilleries, breweries and other industrial users and the balance 50% capacity to be utilized in the production of tableware and kitchenware. Product Group-wise break-up of revenue Glassware contributed 70% of the revenue during 2004-05 which increased to 83% during 2005-06 because of demand from the retail market. Product-group wise break up of revenue is depicted in the chart below:(Rs. in lacs)
2005 2006
3106.01 2597.78 2321.91 1626.30

695.61

508.23

Glassware

Containerware

Total

Manufacturing Facilities

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Our factory is located on a plot of land admeasuring 22960 square meters at Survey No.442, Dholpura, Firozabad, Uttar Pradesh. Firozabad is located 40 KMs from Agra on Agra-Kanpur Road. The Delhi-Kolkata National Highway NH-2 goes through the town of Firozabad. The factory, godown and administrative block are together housed in 13471 sq. meters built up area.

Existing Plant & Machinery Production House Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 Name of the machines Furnace Heartford Machine (H-28) IS- 6 MDP Machines Semi-Auto machines Compressor and Air drier Feeder and Fore hearth Batch House and Batch Mixer Feeder Mechanism Annealing Lahars Furnace Temperature Control Systems Blowers Nos. 120 MT per day capacity 2 2 11 8 18 6 1 set 1 set 1 set 1 set 1 set

Moulds & Equipments Sr. No. Name of the items 1 Moulds 2 Design Facility : Computer, Printer, scanner, camera etc. 3 Other Equipments Miscellaneous Equipments Sr. No. 1 2 Work Shop Sr. No. 1 2 3 4 5 6 7 Name of the machines Lathe Machine Shapers Deckle Machine Drill Machine Hacksaw Bench Grinders Others Hand Tools, Vernier Calipers, Scales, etc Name of the items Chimney Cooling Towers

Nos. 200 1 set 1 set

Nos. 1 3

Nos. 9 2 1 3 1 3 4

Power Generation unit Sno. 1 2 3 Name of the item Generator 380 KVA Generator 180 KVA Generator 125 KVA Nos. 3 4 5

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Utilities Fuel Gas Authority of India Limited supplies piped gas to glass units in Firozabad. The company is presently sourcing and utilizing the required gas from GAIL and will be able to procure the additional requirement of gas from GAIL without any difficulty. The details of additional fuel ( liquefied natural gas) required per day are as follows:(In cubic meters per day) Generator Total Requirement 9000 34000

Furnace 25000 Water

Water is required for washing broken glass, cooling the generator and the compressor. At present the company has two bore wells. The company is proposing to dig two additional bore wells at the factory site to meet the additional water requirement of 50000 liters per day arising from the expansion. Power Additional power requirement is estimated at 1700 KW which is proposed to be met by captive gas based power generating units with necessary standby arrangements. Air The compressed air requirement for process and instrumentation will be met by compressors complete with an Air Dryer. RAW MATERIALS Commercial glass is about 70% by weight silica (SiO 2). Melting pure silica requires temperatures up to 2,000 C, so most manufacturers save fuel costs by mixing raw silica sand with other chemicals such as sodium carbonate (Na2CO3), also known as soda etc which brings down the melting point of silica. Details of raw material used by the company for manufacturing glass and the suppliers are given below:Material Silica Sand Soda Ash Feldspar Calcite Nitrate Sodium Silica Fluoride Sodium Sulphate Supplier Gajanand Mineral Grinding Mill, Beawar, Rajasthan Nirma Chemical Ltd, Bhavnagar ,Gujarat Grasim Mineral Industries Beawar, Rajasthan Mahadev Marble Chips Industries, Dehradun, Uttaranchal Deepak Nitrate, Anand (Gujarat Grasim Industries Ltd. Indore Grasim Industries Ltd. Indore

64

Firozabad being a glass cluster township the required raw materials are available without any difficulty. Manufacturing Process of tableware and container-ware The basic manufacturing process for making glass container-ware is as follows:

Batch Plant Raw materials such as quartz sand, soda, calcite, dolomite, feldspar and glass cullet are stored in silos. After precise batching and mixture, these raw components are routed by conveyor to the furnace. Batch Charging A charger continuously feeds the batch into the furnace.

Melting The batch is melted by gas or oil firing systems. Waste gases are used to preheat the combustion air. Such a system is not only economical but ecological as well. Distribution At the end of the furnace, the glass stream is distributed to different fore-hearths for the respective production line. Glass Conditioning The glass stream is conditioned in the fore-hearth, and its temperature gradient is equalized to ensure uniform temperature homogeneity. Gob Forming, Cutting and Delivery Plungers in the feeder system shape the glass stream, which is then cut into individual gobs by a mechanical shear. The gob distributor then routes the gobs via a delivery system to the blank molds. Container Forming The parison, or partially shaped container, is formed on the blank side of a glass forming machine. It is then inverted to the blow side where it is finished. Different forming techniques are used, depending on the container to be produced. The first step is the formation of the parison in an inverted position using compressed air to form first the finish or mouth and then to blow out the parison shape. The upside-down parison is inverted to an upright position in the blow mold and compressed air is used to produce the final shape. The finished container is removed from the machine and conveyed to the Lahars for annealing. Sweep-Out and Thermal Treatment After sweep-out onto the conveyor belt, the hot glass containers then enter the Lehrs where they undergo controlled cooling to relieve inherent stresses. Cold End Inspection Following the Lehrs, the glass containers are channeled individually through various inspection stations and are checked for dimensional accuracy, body and neck quality. They are also subject to impact testing for optimized quality assurance. Handling Systems After the inspection stations, the glass containers are carefully palletted and protected with shrink-wrap before being sent to the filler.

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FLOW CHART
Outside Cullet

Sieve

Crusher

Washing

Bunker

Auto Weigh ing

Silica Sand Auto Weighing

Soda Ash

Calcite

Dolomite Auto Weighin g

Feld spar Auto Weigh ing

Auto Weighing

Auto Weighing

Water

Batch Mixer

Other raw material s

In Plant Cullet

Batch & Cullet Bunker

Furnace Dog House

Throat (MG) Distributor - (MG)

F1

F2

F3

F 4

MDP

IS m/c

IS m/c

H28

S-1

S-2

S-3

S4

66

A L 1 Rejection MSP MSP MSP

A L 2

A L 3 M SP

A L 4 MS P

MSP

MSP

MSP

QUALITY CONTROL & CERTIFICATIONS A quality control system working on the principles of pre-process control, in process control and post process control is in place to deliver the final product as per markets specifications. The laboratory is equipped with all modern equipments and testing facilities. Quality Certifications The company has obtained ISO 9001:2000 for quality management system, ISO 14001:1996 for environment management system and OHSAS 18001:1996 for safety management system certifications from AQSR Inc. USA. Effluent Treatment Glass production process does not generate any effluent and therefore there would be no requirement for treatment of effluents arising from the expansion project. Collaborations The Company has not entered into any technical or marketing collaboration.

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Details of Installed Capacity and Utilization Sr.No. Product Unit 2003-04 Glassware 1. Installed MT 21450 Utilized MT 7409 Bottles 2. Installed MT N.A. Utilized MT N.A. Total Installed MT 21450 Utilized 7409 (%) Utilization 35%

2004-05 27720 12565 11880 7933 39600 20498 52%

2005-06 27720 13981 11880 6144 39600 20125 51%

Capacity Proposed (Proposed to be increased by 100 metric tons per day)

Sr.No. 1.

Product Glassware Installed Utilized Bottles Installed Utilized Total Installed Utilized

Unit MT MT

2006-07 27720 16632

2007-08 36300 24717

2008-09 36300 21780

2.

MT MT MT

11880 7128 39600 23760 55%

36300 15213 72600 39930 55%

36300 21780 72600 43560 60%

MARKETING The company have 3 Depots at New Delhi, Bangalore and Mumbai through which the products manufactured by the company are delivered to the companys network of dealers / sub-dealers who in turn supply the products to various retailers throughout the country. The company also uses commission agents to sell its products throughout the country. The Company faces competition from the following companies: Hindustan National Glass Ltd Excel Glasses Ltd. Gujarat Borosil Ltd.

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FUTURE PROSPECTS The demand for glass container-ware is mainly from user industries such as soft drinks, liquor, pharmaceuticals, cosmetics, processed food & beverages and beer sector. The glass container market has been growing at 7-8 per cent per annum and was estimated at Rs 1,40000 lacs in 2003-04. The glass bottle industry is skewed towards soft drinks business on account of better profitability and its steady growth over the years. However spirits, as a whole, is the largest consumer of glass bottles in India. In the foods market, glass bottles are best suited for products that contain reactants like tomato ketchup, herbs and spices. Moreover, glass provides airtight packaging to maintain freshness and is also best suited for preserving flavor owing to its high chemical durability. With the additional sugar units being set up in UP, and Bihar down stream projects such as distilleries will also be set up. Additionally quite a few wineries have been set up and the capacity of these are being increased. The distilleries and wineries consumption of glass containers is also constantly increasing. The production of wines, spirits and liquors increased by over 25% during April- February 2006. Similarly production of rectified spirit increased by 33% during April-February 2005-06. The increased production in these sectors increases the demand for glass containers. The company is also supplying glass containers to a large number of country liquor manufacturers across the country. Manpower The company has total manpower of 149 employees. Out of these, 14 are in the supervisory cadre, 25 employees are skilled personnel, 50 are semi skilled workers and 60 are unskilled workers. Manpower employed by the Company at both the manufacturing units and break-up thereof is given below: S No 1 2 3 4 5 6 7 8 9 10 Departments Production Maintenance Batch House & Furnace Quality Control Finance/IT Time office Workshop Power House Packing & Loading Marketing Total Skilled 7 3 2 2 3 1 4 3 25 Semi-skilled 18 4 4 4 2 3 6 6 3 50 Unskilled 31 2 6 5 6 2 8 60 Supervisor 3 2 2 2 2 1 1 1 14 Total 59 11 14 13 5 4 18 12 12 1 149

The total number of persons employed by the company is 149. Skill Matrix: The company has facility to design articles in the desired shapes. The design set up and dies and moulds shop enables the company to offer a wide range of products. The company also has the necessary skilled manpower for making moulds for the manufacture of glassware in various shapes.

Human Resources Management We manage our human resources keeping in view: Customer needs

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Initiative and willingness to perform to the best of ones abilities Positive attitude

We endeavor to provide the employees with a challenging work environment aimed at developing their individual potential and providing multiple opportunities for growth and fulfillment.

Location and Utilization of Existing Facilities Our manufacturing facility is located at one place at Dholpura, Firozabad and the available facilities available are utilized to the maximum possible extent. Property Our manufacturing operations are carried on from the following premises owned by us.
AREA CONSIDERAT ION BUILT UP AREA SQ.MT DATE OF ACQUISITION TYPE OF HOLDING DETAILS OF SELLER

LOCATION

Survey No. 442, Dholpura Taluka, District Firozabad, Uttar Pradesh

2.296 hectare

Rs. 430,000/(Fair value for the purpose of Stamp duty Rs.20,70000/ -) Consideration paid to sellers at Sr.No. 1 to 5 Rs.230000/and at Sr.No. 6&7 Rs.200,000/-

13471

25th Nov.2002

Ownership

1. Shri Bimal Chand Agarwal, 2.Shri Ramesh Chand Agarwal, 3.Shri Nanakchand Agarwal, 4.Shri Sunil Kumar Agarwal 5.Shri Balkishan Agarwal, 6.Shri Dineshchand Agarwal 7.Shri Sunil Agarwal sons of Shri Kuwarsen Agarwal

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Purchase of Property Except as stated above and as stated in the section titled Objects of the Issue on page 29 of this Draft Prospectus there is no property which we have purchased or acquired or propose to purchase or acquire which is to be paid wholly or in part from the net proceeds of the issue, or the purchase or acquisition of which has not been completed on the date of this Draft Prospectus, other than the property in respect of which:(a) the contracts for the purchase or acquisition were entered into in the ordinary course of our business, and the contracts were not entered into in contemplation of this issue nor is the issue contemplated in consequence of the contracts; or (b) the amount of the purchase money is not material; or (c) disclosure has been made in this Draft Prospectus in the section titled Objects of the Issue on page 29. Except as stated in the section titled Related Party Transactions on page 125 of this Draft Prospectus we have not purchased any property in which any Director or Directors, have any direct or indirect interest
Insurance details We have insured all moveable and immovable properties of our Company including all stocks, factory premises, plant and machinery. We have taken out the following policies in respect of our properties: Policy No. 71011 Insurer National Insurance Co. Ltd. Period 13.09.06 to 12.09.07 Subject matter Factory Buildings and All kinds of Plant & Machineries, Furniture & Fixtures, Electric and electronic fittings. All types of stock i.e. Raw Material, Work in process, finished goods Risk covered Fire and other natural risk. Sum assured 26,02,00,000

71012

National Insurance Co. Ltd.

13.09.06 to 12.09.07

Fire and other natural risk

7,00,00,000

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INDEBTEDNESS
We are currently enjoying loan/credit facilities from Banks, the details of which are as under: Nature of Facility Sanctioned Amount 1,490 500 Amount Outstanding on 31.07.2006 1336.92 461.46 Bank Security

(i)Term Loan (ii) Term Loan

SBI, Agra SBH, Delhi

Cash Credit Letter of Credit

725 25

805.20 17.60

SBI, Agra & Firozabad SBI, Firozabad

Car Loans

34.60

16.65

ICICI Bank Ltd.

First pari passu charge on all the fixed assets of the company including equitable mortgage of factory land & building of the company. Hypothecation of all kinds of Stocks and Receivable and all current assets of the company. Hypothecation of Cars

72

HISTORY AND CERTAIN CORPORATE MATTERS OUR HISTORY Shri Balkishan Agarwal Glass Industries Ltd. was incorporated on 8th January 1990 as a private limited company with an authorized capital of Rs. 30 lacs. The company was subsequently converted into a limited company on 8th July 2002. The company established its factory at Dholpura, Agra Road, Firozabad in the year 1990 with an installed capacity of 40 Metric Ton per day to manufacture Glass-ware, Table-ware, Kitchen-ware and bangles. Subsequently in 2004, the company installed a new automatic plant with an investment of Rs. 3143 lacs as a result of which the installed capacity increased to 120 MT per day. With the commissioning of the new plant, the company has been placed in a position to manufacture a complete range of Bottles and Glass-ware. In the year 2005, the company initiated steps for further improvement in quality of production and environmental protection. As a result of these initiatives, the company has been able to obtain ISO 9001 : 2000, ISO 14001 : 1996 and OHSAS 18001 : 1999 certifications from AQSR International Inc. USA. Major Events in the History of the Company DATE January 1990 January 1990 December 1990 January 1991 July 2002 March 2004 April 2004 August 2004 May 2005 June 2005 September 2005 December 2005 Main Objects The main objects as set out in the Memorandum & Articles of Association of the company are to carry on the following activities: 1. To manufacture, produce, fabricate, convert, refine, purchase, stock, import, export, sell, distribute and to carry on the business of agent and wholesale and retail dealers in glass, bangles, glass items and in glass novelties and other glasses and glass items or any combination thereof refine, process, convert, purchase, of glass raw materials and chemicals and such other identical or improved allied materials required for the aforesaid business and to deal in raw materials, required thereon. EVENT Incorporation of Company Establishment of Factory Commencement of Commercial Production of Glasswares Launching of companys brand KAYES in market Conversion into public limited company First Expansion & Modernization i.e. furnace capacity increased to 120 tons /day Start of Commercial production of Bottles Implementation of CAD/CAM in designing of mould and products ISO-9001: 2000 and OHSAS 18001 : 1999 from AQSR Inc. USA ISO 14001 : 1996 from AQSR Inc. USA Opening of Showroom of companys product in New Delhi Implementation of code of corporate governance in management of company.

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2.

To offer technical advice, guidance and know how relating to any aspect of glass technology, and to recruit technical personnel and to enter into any arrangements with persons or companies or others in connection with the business referred to in clause (1) and (2) above.

The main objects clause and the objects incidental and ancillary to the main objects of our Memorandum of Association enable us to undertake our existing activities and the proposed activities for which the funds are being raised through this issue. Changes in Memorandum of Association Date 14.08.1990 12.10.1994 04.03.1996 22.06.1999 20.03.2000 27.03.2000 08.07.2002 30.08.2002 22.10.2002 28.03.2003 20.02.2006 Changes Increase in Authorized Capital from Rs. 30 lacs to Rs. 75 lacs Increase in Authorized Capital from Rs. 75 lacs to Rs. 100 lacs Increase in Authorized Capital from Rs. 100 lacs to Rs. 150 lacs Increase in Authorized Capital from Rs. 150 lacs to Rs. 200 lacs Increase in Authorized Capital from Rs. 200 lacs to Rs. 250 lacs Increase in Authorized Capital from Rs. 250 lacs to Rs. 300 lacs Change of name on conversion to Public Limited Company Sub-division of Share from Face Value of Rs. 100 to Rs. 10/Increase in Authorized Capital from Rs. 300 lacs to Rs. 500 lacs Increase in Authorized Capital from Rs. 500 lacs to Rs. 700 lacs Increase in Authorized Capital from Rs. 700 lacs to Rs. 2500 lacs

Subsidiaries of Our Company The Company has no subsidiaries Shareholders Agreement There is no Shareholders Agreement existing as on date. Strategic Partners Presently, our Company does not have any strategic partners. Financial Partners Presently, our Company does not have any financial partners.

74

OUR MANAGEMENT The following are the details of our Board of Directors as on date of filling the Draft Prospectus: Name Shri Bimal Agarwal DOB : 06.07.1953 S/o Shri K.S. Agarwal (Industrialist) Shri Manoj Agarwal DOB : 12.01.1966 S/o Shri K.S. Agarwal (Industrialist) Address 79, Durga Nagar, Firozabad. Qualific ation Designation Chairman & Managing Director NonExecutive Director Other Directorship Swastik Glass Industries (Partner)

A-58/4, Mehrauli Road, Sainik Farm, New Delhi.

-.

Shri Nanak Chand Agarwal DOB : 12.11.1947 S/o Shri K.S. Agarwal (Industrialist) Shri Suresh Chand Agarwal DOB : 02.07.1954 S/o Shri K.S. Agarwal (Industrialist) Shri Nitin Agarwal DOB : 15.09.1979 S/o Shri Bimal Chand Agarwal (Industrialist) Shri Madan Chaturvedi DOB : 08.02.1979 S/o Shri M.L. Chaturvedi Shri W. Rama Rao DOB : 12.03.1930

79, Durga Nagar, Firozabad.

Executive Director

Bikanerwala Food Pvt. Ltd Great Value Foods Ltd Shri Parasnath Plastic Pvt. Ltd K.S. Nutritions & Food Pvt. Ltd. Great Value Projects Pvt. Ltd. Titli Exports Pvt. Ltd Symbiosis Foods Pvt. Ltd. Kanha Projects Development India Ltd. K.S. Developers Pvt. Ltd. Great Value Exim Pvt. Ltd Great Value Builders Pvt. Ltd Shri Parasnath Cartons Pvt. Ltd Hariom Glass Works Pvt. Ltd Jamuna Gramin Bank Ltd.

79, Durga Nagar, Firozabad.

Executive Director

NIL

79, Durga Nagar, Firozabad.

B.Com M.B.A.

Executive Director

K.S. Colonisers Pvt. Ltd.

546, Maholi Ki Pour, Kotwali Road, Mathura.

M.Com, LL.B. (Hons) ACA B.Sc. (Tech.)

Independent Director

Chaturvedi Manohar & Associates (Partner) Rama Medicare Ltd. Nanda Soft wares Pvt. Ltd. NIL

Plot 926, Vivekananda

Independent Director

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S/o Shri W. Padmanabha Swami Shri Neeraj Agarwal DOB : 05.07.1971 S/o Shri B.P. Agarwal Shri Mithun Singh Tarkar DOB : 18.09.1980 Shri Prateek Agarwal DOB : 03.08.1978 S/o Shri D.K. Agarwal

Nagar, Kukatpally, Hyderabad. 38- A, Amrapali Aptt., I.P. Extension, Delhi. H-23/13, D.L.F. Phase-1, Gurgaon. 2/872A, Post office Road, Near Punjab Hotel, Saharanpur (U.P.)

I.C.W.A. B.Com, M.B.A. Independent Director Indica Foods Pvt. Ltd.

B.Sc.

Independent Director Independent Director

Tarkar IT Services Pvt. Ltd. Tarkar Constructions Pvt. Ltd. NIL

B.E., M.B.A.

Compensation of Managing Directors/Whole time Directors Terms of Directors Shri Bimal Chand Agarwal, Managing Director: Terms approved by the Shareholders in the 15th Annual General Meeting of the Company held on 26th July 2005 are as follows Tenure of Appointment Salary House Rent Allowance Other facility 5 years from 1st June 2005 Rs. 50,000 per month Actual house rent subject to a maximum of Rs. 15,000/- per month Car with Driver for companys business

Shri Nanak Chand Agarwal, Executive Director: Terms approved by the Shareholders in the 15th Annual General Meeting of the Company held on 26th July 2005 are as follows Salary HRA Other facility Rs. 40,000 per month Actual house rent subject to a maximum of Rs. 10,000/- per month Car with Driver for companys business

Shri Suresh Chand Agarwal, Executive Director : Terms approved by the Shareholders in the 15th Annual General Meeting of the Company held on 26th July 2005 are as follows Salary HRA Other facility Rs. 40,000 per month Actual house rent subject to a maximum of Rs. 10,000/- per month Car with Driver for companys business

Shri Nitin Agarwal, Executive Director : Terms approved by the Shareholders in the 15th Annual General Meeting of the Company held on 26th July 2005 are as follows Salary HRA Other facility Rs. 40,000 per month Actual house rent subject to a maximum of Rs. 10,000/- per month Car with Driver for companys business

76

Compensation of Managing Director and other whole time directors paid during financial year 2005-06 Sr.No. Name of Director Designation Compensation 1. Shri Bimal Chand Agarwal Chairman & Rs. 5.80 lacs Managing Director 2. Shri Nanak Chand Agarwal Executive Director Rs. 4.80 lacs 3 Shri Suresh Chand Agarwal Executive Director Rs. 4.80 lacs 4 Shri Nitin Agarwal Executive Director Rs. 4.80 lacs Borrowing Powers of the Board Pursuant to a resolution passed by our shareholders at their Extraordinary General Meeting held on December 2, 2002, our Board of Directors has been authorized to borrow money for the Company upon such terms and conditions and with or without security as the Board of Directors may think fit, provided that the money or monies to be borrowed together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Companys bankers in the ordinary course of business) shall not exceed, at any time, a sum of Rs. 2500 Lacs over and above the paid up capital and free reserves of the Company. Details of Appointment to the Board of Directors Name Shri Bimal Chand Agarwal Shri Manoj Agarwal Shri Nanak Chand Agarwal Shri Suresh Chand Agarwal Shri Nitin Agarwal Shri Madan Chaturvedi Shri W. Rama Rao Shri Neeraj Agarwal Shri Mithun Singh Tarkar Shri Prateek Agarwal Contract/Appointment Letter/Resolution First Director as per Articles of Association Board Meeting dated 30.07.2005 Board Meeting dated 01.10.2004 Extra ordinary General Meeting (EGM) dated 27.03.2001 Extra ordinary General Meeting (EGM) dated 01.10.2002 Board Meeting dated 12.12.2005 and reappointed in AGM Board Meeting dated 12.12.2005 and reappointed in AGM Board Meeting dated 12.12.2005 and reappointed in AGM Board Meeting dated 12.12.2005 and reappointed in AGM Board Meeting dated 29.03.2006 and reappointed in AGM Term For a period of 5 years from 01.06.2005 Additional Director Director liable to retire by rotation Director liable to retire by rotation Director liable to retire by rotation Director liable to retire by rotation Director liable to retire by rotation Director liable to retire by rotation Director liable to retire by rotation Director liable to retire by rotation

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchange. We shall

77

comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 1992 on listing of our Equity Shares. Corporate Governance We have five independent directors, out of ten Directors on the Board. The provisions of the listing agreement to be entered in to, with the stock exchanges with respect to corporate governance will be applicable to our company immediately upon listing of our companys equity shares on the stock exchanges. Our company complied with SEBI Guidelines in respect of Corporate Governance specifically with reference to broad basing the board, constituting of committees such as Audit Committee, Remuneration Committee and Share Holders / Investors Grievances Committee. The primary aim being to adopt high standards of corporate governance in all areas including providing necessary disclosures within the framework of legal provisions with commitment to enhance shareholders value vests with the Board of Directors. Audit Committee Our Audit Committee consists of the following members Sr.No. 1 2 3 Name Shri W. Rama Rao, Non-Executive Independent Director Shri Prateek Agarwal, Non-Executive Independent Director Shri Neeraj Agarwal, Non-Executive Independent Director

Chairman Member Member

The general objective of the audit committee is to establish a transparent and effective system of monitoring and control, to review annual plan of our company, and any special examination by internal audit and implementation of internal audit recommendations, to review quarterly, half yearly and annual financial statement before submission to the board and to conduct limited review, together with coverage of scope of activity prescribed under 292A of companies Act 1956. The audit committee also considers and reviews ethical adherence and corporate governance principles. Scope of Functions of Audit Committee 1. 2. 3. 4. 5. 6. 7. Oversee the Companys financial reporting and the disclosure of its financial information to ensure that the financial data given are correct, sufficient and credible. Recommending to the Board the appointment, re-appointment and if required the replacement or removal of the statutory auditors and the fixation of the audit fees. Approval of payment to the statutory auditors for any other services rendered by the statutory auditors. Reviewing with the management, the annual financial statements before submission to the Board for approval. Discussion with internal auditors of any significant findings and follow-up there on. Discussion with the Statutory Auditors before the audits commences, about the nature and scope of the audit as well as post-audit discussion to ascertain any area of concern. Carrying out such other function as may be specifically referred to the committee by the Board of Directors and/or other committee(s) of Directors of the Company.

Remuneration Committee Our Remuneration Committee consists of the following members Sr. No. Name 1 Shri Mithun Singh Tarkar, Non-Executive Independent Director 2 Shri Madan Chaturvedi, Non-Executive Independent Director 3 Shri Neeraj Agarwal, Non-Executive Independent Director

Chairman Member Member

78

The general objective of the remuneration committee is to broadly review and approve remuneration packages for senior management personnel including the Managing and whole time directors. Shareholders/Investors Grievances Committee Our Shareholders/Investors Grievances Committee consists of the following members Sr.No. Name 1 Shri Madan Chaturvedi Chairman 2 Shri Manoj Agarwal Member 3 Shri Prateek Agarwal Member The scope and function of this committee is to consider and review shareholders/ investors grievances and complaints and to ensure that all shareholders / investors grievances and correspondence are attended to expeditiously and satisfactorily unless constrained by incomplete documentation and/ or legal impediments. Shareholding of Directors in our company Our Articles of Association do not require directors to hold any qualification shares. The present shareholding of Directors is detailed below : Sr.No. 1. 2. 3. 4 5 6 7 8 9 10 Name of Director Shri Bimal Chand Agarwal Shri Manoj Agarwal Shri Nanak Chand Agarwal Shri Suresh Chand Agarwal Shri Nitin Agarwal Shri Madan Chaturvedi Shri W. Rama Rao Shri Neeraj Agarwal Shri Mithun Singh Tarkar Shri Prateek Agarwal Director type Chairman & Managing Director Non- Executive Director Executive Director Executive Director Executive Director Non-Executive Independent Director Non-Executive Independent Director Non-Executive Independent Director Non-Executive Independent Director Non-Executive Independent Director Shareholding 826300 177000 425000 604800 62000 Nil Nil Nil Nil Nil % of Pre- Issue Capital 14.25% 3.05% 7.32% 10.42% 1.06% Nil Nil Nil Nil Nil

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INTEREST OF PROMOTERS/DIRECTORS All the directors of our company may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of Board or any committee thereof as well as to the extent of remuneration, reimbursement of expenses, if any, payable to them under our Articles of Association. All our directors may also be deemed to be interested to the extent of equity shares, if any, already held by them or their relatives in our company or that may be subscribed for and allotted to them, out of present issue in terms of the draft prospectus and also to the extent of any dividend payable to them and other distribution in respect of the said equity shares. Changes in the Board of Directors during last 3 years Date of Appointment 15.04.1999 15.04.1999 01.10.2004 30.07.2005 01.10.2004 01.10.2004 12.12.2005 12.12.2005 12.12.2005 12.12.2005 29.03.2006 Date of Cessation 16.10.2002 16.10.2002 26.07.2005 26.07.2005 -

Sr.No. 1 2 3 4 5 6 7 8 9 10 11

Name Smt. Sudha Rani Agarwal Smt. Anupama Agarwal Shri N.C. Agarwal Shri Manoj Agarwal Shri Mayank Agarwal Shri Monu Agarwal Shri W. Rama Rao Shri Madan Chaturvedi Shri Neeraj Agarwal Shri Mithun Singh Tarkar Shri Prateek Agarwal

Reason for Change Resigned due to personal reasons Resigned due to personal reasons Appointed Appointed Retired at A.G.M. held on 26.07.2005 Retired at A.G.M. held on 26.07.2005 Appointed Appointed Appointed Appointed Appointed

Shareholding of the Key Managerial Personnel None of our key managerial personnel hold any shares in the Company, except Shri Sachin Agarwal who holds 31600 Equity Shares in our Company. Bonus or Profit Sharing Plan for our Key Managerial Personnel There is no bonus or profit sharing plan for our key managerial employees. Payment or benefit to officers of the Company

80

Except as stated otherwise in this Prospectus, no non-salary amount or benefit has been paid or given or is intended to be paid or given to any of the Companys officers. None of the beneficiaries of loans, and advances and sundry debtors are related to the Directors of the Company.

ORGANISATION STRUCTURE SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED

81

Board of Directors

Chairman & Managing Director

Director Mr. N.C. Agarwal

Director Mr. Nitin Agarwal

Director Mr. Suresh Chand Agarwal

Director Mr. Manoj Agarwal

Head Finance

Head Human Resource

General Manager (Techical)

Head Quality Control

Head Purchase

Head Marketing

DGM (Glass)

DGM (Production)

DGM (Workshop & Maintanance)

Key-Managerial Persons The Company is managed by its Board of Directors, assisted by qualified professionals, with vast experience in the field of engineering/production/marketing/finance and corporate laws. The brief detail of the key managerial personnel is given below:

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Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11

Name Shri A.V. Kapadia Shri Sankata Prasad Shri Sher Singh Negi Shri F.S. Yadav Shri Sukhwasi Lal Shri S.P. Ahir Shri Sachin Agarwal Shri Padam Jain Shri Jagat Singh Shri Dhanveer Singh Shri Anuj Tiwari

Age 61 60 48 45 50 36 24 47 35 35 30

Designation General Manager-Technical D.G.M. (Glass) D.G.M. (Production) D.G.M. Workshop & Maintenance Head Purchases Head Quality Control Head Marketing Head Human Resources Head Administration & Finance Head IT system Company Secretary

Exp (Yrs) 38 35 20 25 30 10 3 24 11 12 1

1. Shri A.V Kapadia (General Manager Technical ) Shri Kapadia, age 61, is a Mechanical Engineer having 38 yrs of experience in the glass industry. After completing his studies, Shri Kapadia started his career with ACC. He is assisting Shri Nitin Agarwal in managing the factory operations. Before joining the company, Shri Kapadia has worked for leading companies in the glass industry such as Gujarat Glass Ltd, Cana Glass Ltd, Prestige Glass Pvt Ltd etc. The modernization program of the company in 2004 which involved an Australian Collaboration was completely looked after by Shri Kapadia. 2 .Shri Sankata Prasad (D.G.M Glass) Shri Prasad, age 60, holds Diploma in Mechanical Engineering (D.M.E.) has more than 35 years of work experience in the glass industry. Shri Prasad reports to Shri Kapadia and he looks after the Execution and operation of Glass furnace & Batch House. Prior to joining the company, Shri Prasad has worked in leading glass factories such as Haryana Sheet Glass, Universal Glass Ltd, A.G.I etc 3. Shri Sher Singh Negi (D.G.M Production) Shri Negi, age 48, has more than 20 years of work experience in the glass industry. Shri Negi reports to Shri Kapadia and he looks after the production at the factory. 4.Shri F.S Yadav (D.G.M Workshop & Maintenance) Shri Yadav, age 45, has a diploma in Mechanical Engineering and has 25 years work experience in the glass industry. Shri Yadav reports to Shri Kapadia and he heads the Mould Making Department and is also responsible for maintenance of machinery and undertaking repairs. 5.Shri Sukhwasi Lal (Head Purchases). Shri Sukhwasi, age 50, has more than 30 years of work experience in the glass industry. Shri Sukhwasi reports to Shri S.C Agarwal and he looks after the purchases of the company.

6. Shri S.P. Ahir (Head Quality Control) Shri Ahir, age 36, has more than 10 years of work experience in the glass industry. Shri Ahir reports to Shri S.C Agarwal and he is responsible for maintaining the quality standards of the company. Shri Ahir has worked in glass factories such as Cana Glass Ltd. Under his supervision the company has obtained ISO 9001 : 2000, ISO 14001 : 1996 and OHSAS 18001 : 1999 certificates from AQSR International Inc. USA.

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7. Shri Sachin Agarwal (Head Marketing) Shri Sachin Agarwal, age 24, is the son of Shri S.C Agarwal. Shri Sachin Agarwal is a commerce graduate from Bangalore University and he has been working with the company for 3 years. Shri Sachin Agarwal reports to Shri Manoj .K Agarwal and he is responsible for the marketing function and customer relations of the company. Since Shri Sachin Agarwal has maximum interaction with customers he is well versed with customer requirements and he is the link who provides market feedback to the designers in the design facilities of the company. 8. Shri Padam Jain (Head Human Resources) Shri Padam, age 47, reports to Shri N.C Agarwal and he looks after the staffing functions of the company. He is one of the key personnel of the company in labor management and the company continues to have excellent relations with labor without any instance of labor unrest in its history. 9. Shri Jagat Singh (Head Administration & Finance) Shri Jagat Singh, age 35, reports to Shri Bimal Agarwal and he looks after the administration and finance functions of the company. Shri Singh has been working with the company for more than 11 years and he has maintained excellent relations with the banks and government authorities. He is well versed in the laws related to company matters and looks after the submission of returns under the various laws. Shri Singh was instrumental in arranging the finance for the recently concluded modernization program of the company. 10. Shri Dhanveer Singh (Head IT System) Shri Dhanveer Singh, age 35, he looks after the Information Technology System including CAD techniques for designing of products, molds etc of the company. He is M.A. (Eco) and he has Post Graduate Diploma in software engineering. Shri Singh has been working with company for more than 10 years. 11. Shri Anuj Tiwari (Company Secretary) Shri Anuj Tiwari, age 30, has a good academic track record. He is B.Sc, LL.B. and ACS. He worked with reputed company secretary firm during his company secretary course. Share holding of Key Managerial Personnel Sr. No 1. Name Shri Sachin Agarwal Designation Head Marketing No of Shares of Rs 10/- each 31600

Changes in Key Managerial Personnel during last One year Name Shri Sankata Prasad Shri Sukhwasi Lal Shri Sachin Agarwal Shri Dalveer Singh Shri Dalveer Singh Ms. Madhvi Goyal Ms Madhvi Goyal Date of Appointment 05.11.2005 01.12.2005 01.12.2005 12.12.2005 01.06.2006 Date of Cessation 01.06.2006 30.06.2006 Reason Appointed Appointed Appointed Appointed as Company Secretary Resigned from the post of Company Secretary Appointed as company secretary Resigned from the post of Company Secretary

84

Shri Anuj Tiwari

23.09.2006

Appointed as company secretary

All the abovementioned key managerial personnel are permanent employees of the company. The Company has not offered any profit sharing plan to its Key Managerial Personnel. None of the key managerial personnel is holding any shares of the Company as on the date of this Prospectus. Disclosures Regarding Employees Stock Option Scheme/Employees Stock Purchase Scheme Till date, the Company has not introduced any Employees Stock Option Scheme/Employees Stock Purchase Scheme, as required by the Guidelines or regulations of SEBI relating to Employees Stock Option Scheme and Employees Stock purchase Scheme.

Payment or Benefit to Officers of the Company Except the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of business, neither have the company/paid/ given benefit within the two preceding years nor the company intend to pay / give benefit to any officer of Our Company.

PROMOTERS 1. Shri Bimal Chand Agarwal

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Shri Bimal Chand Agarwal, Chairman & Managing Director, age 53 years is the promoter of the Company. He has been associated with the business for the last 36 years. As a Chairman he provides strategic direction to the Company. He has vast experience in Glass Industry. He has been the driving force behind the companys growth. The company has been able to implement earlier expansion successfully due to his leadership. He also heads the finance function of the company and has overall control of all the functions of the company under the supervision and directions of the Board of Directors Name Residential Address PAN Bank A/c no. Voter ID Passport No. Driving License no. Bimal Chand Agarwal 79, Durga Nagar, Firozabad ABDPA 7696 N 01190120825 NA E1330675 NA

1.

Shri Manoj Agarwal:

Shri Manoj Agarwal aged 40 years has in-depth exposure to and involvement in diversified businesses and has considerable experience and expertise in industries such as Food Processing, Information Technology and Infrastructure. He has been instrumental in formulating the strategies and focused entirely in the implementation of the project that is expected to spearhead the expansion plans of the Company.

Name Residential Address PAN Bank A/c no. Voter ID Passport No. Driving License no.

Shri. Manoj Agarwal 58A/4, Sainik Farm, Mehrauli Road, New Delhi -110062. ABDPA7672E HDFC BANK CA-0922320003034 DL/03/033/165755 E6872574 N.A.

3.

Shri Nanak Chand Agarwal:

86

Shri Nanak Chand Agarwal, aged about 59 years is Executive Director of the company. He started his career in the year 1969 by joining family business. He has long experience in Glass industry. He is mainly engaged in strategic
planning for the execution of the objectives, long term planning for the growth of the group and human resource development including negotiating, liasioning and dealing with outside agencies.

He is also a Director of Jamuna Gramin Bank, Agra (Regional Rural Bank sponsored by Canara Bank) nominated by Government of India

Name Residential Address PAN Bank A/c no. Voter ID Passport No. Driving License no.

Nanak Chand Agarwal 79. Durga Nagar, Firozabad ADBDPA 7641M 01190124427 UP/72/351/072146 E1243425 NA

4.

Shri Suresh Chand Agarwal:

Shri Suresh Chand Agarwal, aged about 52 years. He oversees the entire marketing of glass products including designing, sampling, customer interaction and service.

Name Residential Address PAN Bank A/c no. Voter ID Passport No. Driving License no.

Shri. Suresh Chand Agarwal 79. Durga Nagar, Firozabad ABDPA7640L 01190124426 NA E1466405 NA

5.

Shri Nitin Agarwal

87

Shri Nitin Agarwal, aged about 27 years. He is Master of Business Administration from IIPM, New Delhi and started his career in the year 2003 by joining as Director of the company. He is handling production activities of the company.

Name Residential Address PAN Bank A/c no. Voter ID Passport No. Driving License no.

Nitin Agarwal 79. Durga Nagar, Firozabad ADEPA9920E 01190121271 NA E1058738 NA

6.

Smt. Rani Agarwal

Smt. Rani Agarwal, aged 49 years, w/o Shri Bimal Chand Agarwal is a housewife.

Name Residential Address PAN Bank A/c no. Voter ID Passport No. Driving License no.

Smt. Rani Agarwal 79, Durga Nagar, Firozabad (U.P.) ABDPA7694Q 01190129832 (State Bank of India) UP72351072149 E2375503 N.A.

88

7.

Smt. Manju Agarwal

Smt. Manju Agarwal, aged 47 years wife of Shri Suresh Chand Agarwal is a house-wife.

Name Residential Address PAN Bank A/c no. Voter ID Passport No. Driving License no.

Smt. Manju Agarwal 79, Durga Nagar, Firozabad (U.P.) ABDPA7693K 01190127848 (State Bank of India) UP72351072151 E1057816 NA

Declaration The PAN, Bank Account details and Passport numbers of the promoters and Group promoters is being submitted to the stock exchanges on which Equity Shares are proposed to be listed. The promoters, their relatives (as per Companies Act, 1956), issuer group companies, associates companies are not detained as willful defaulters by RBI/ Government authorities and there are no violations of Securities laws committed by them in the past or pending against them. Common Pursuits Except as otherwise stated in this draft prospectus, currently there are no existing common pursuits between the promoters and the Company. Full Particulars of the nature and extent of interest, if any, of Every Promoter Except as otherwise stated in this draft prospectus, neither the promoters nor the Firms or Companies in which they are members have any interest in the business of the Company, except to the extent of their shareholding, for which they are entitled to receive the dividend declared if any, by the Company. Payment or Benefit to promoters of the Company Other than the remuneration of the promoter Directors, referred to in the section titled Compensation of Managing Directors/Whole time Directors on page 75 of this draft prospectus there are no payment or benefit to promoters of the Company

89

CURRENCY OF PRESENTATION In this Draft Prospectus, all references to Rupees and Rs. Are to the legal currency of India,

DIVIDEND POLICY

90

The Company presently has no written policy for dividend payments. However, dividends may be declared at our AGM based on a recommendation made by our Board. Our Board may recommend dividends at its discretion, to be paid to our members. Generally, the factors that may be considered by our board, but not limited to, before making any recommendations for the dividend including future expansion plans and capital requirements, profits earned during the financial year, cost of raising funds from alternate sources, liquidity, applicable taxes including tax on dividend as well as exemptions under tax laws available to various categories of investors from time to time and money market conditions. Until now, however, the Company did not declare or pay any dividends.

OTHER VENTURES OF THE PROMOTERS Name of the Promoter/Director Name of the Venture Nature of Association

91

Shri. Manoj Agarwal

Shri. Nitin Agarwal Shri Bimal Agarwal Shri. Nanak Chand Agarwal Shri. Suresh Chand Agarwal Shri. Suresh Chand Agarwal

Great Value Foods Bikanerwala Food Pvt. Ltd Great Value Foods Ltd Shri Parasnath Plastic Pvt. Ltd Great Value Projects K.S. Nutritions & Food Pvt. Ltd. Great Value Projects Pvt. Ltd. Titli Exports Pvt. Ltd Symbiosis Foods Pvt. Ltd. Kanha Projects Development India Ltd. K.S. Developers Pvt. Ltd. Great Value Exim Pvt. Ltd Great Value Builders Pvt. Ltd Shri Parasnath Cartons Pvt. Ltd Hariom Glass Works Pvt. Ltd K.S. Colonizers Pvt. Ltd. Swastik Glass Industries

Partner Director Director Director Partner Director Director Director Director Director Director Director Director Director Director Director Partner

Firozabad Crystal Glass Industries

Proprietor

Brief details of the other ventures promoted by the Directors of the Company are given below:

FINANCIAL INFORMATION OF GROUP COMPANIES (VENTURES PROMOTED BY PROMOTERS)

92

1. Great Value Foods Name: Constitution Date of Registration Registered Office Great Value Foods Partnership firm 16th January 2004 R-11, Nehru Enclave, Kalkaji, New Delhi.

Nature of Activities: Manufacturing of ready to eat food items such as Weaning Food, Infant and Child related food items and Energy Food. The financials of the firm for the past two years are given below: Particulars Total Income PAT Partners Capital Reserve & Surplus (Excluding Revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) 31-03-2003 NA NA NA NA NA NA 31-03-2004 16059.29 331.72 1173.88 NA NA NA (In Rs. lacs) 31-03-2005 23077.75 1868.88 1994.53 NA NA NA

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick unit.

2. Bikanerwala Food Pvt Ltd

93

Name: Date of Incorporation Registration No Registered office

Bikanerwala Food Pvt Ltd 25.10.1988 033644 of 1988 A-28, Lawrence Road, Industrial Area, New Delhi

Bikanerwala Food Pvt Ltd is engaged in manufacturing of Namkin and Weaning Food items. Brief financials of the company for the past three years are given below: Particulars Total Income PAT Equity Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) 31-03-2003 7098.76 156.46 85.00 364.72 18.41 52.91 31-03-2004 6547.71 150.08 85.00 514.80 17.66 70.56 (In Rs. lacs) 31-03-2005 6676.97 40.34 85.00 555.14 4.75 75.31

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

3. Great Value Foods Ltd

94

Name: Great Value Foods Ltd Date of Incorporation 26.09.1996 incorporated in the name Two Brothers Health Resorts Limited Registration No 55-82275 Registered office C-118, Greater Kailash Part- 1, New Delhi. Date of change of name to Great Value Foods Ltd 28th March 2002 The company is engaged in Trading and manufacturing of all types of food products. The financials of the company for the past three years are given below: (In Rs. lacs) Particulars 31-03-2003 31-03-2004 31-03-2005 Total Income PAT Equity Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) Board of Directors: 1. 2. 3. 4. Shri K.S. Agarwal Shri Manoj Agarwal Smt. Vandana Jain Shri Dilip Kumar Jain 272.61 16.57 19.07 46.57 8.69 37.04 186.38 82.91 53.13 231.67 15.61 55.03 140.98 55.88 53.13 287.55 10.52 65.61

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956. (In Rs. lacs) Particulars 31-03-2003 31-03-2004 31-03-2005 Total Income PAT Equity Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) 272.61 16.57 19.07 46.57 8.69 37.04 186.38 82.91 53.13 231.67 15.61 55.03 140.98 55.88 53.13 287.55 10.52 65.61

95

4. Great Value Projects Name: Constitution Date of Incorporation Registration No Registered office Great Value Projects Partnership Firm 25.02.2004 NA C-118, Greater Kailash Part- 1, New Delhi.

The firm is engaged in execution of turn-key projects, housing and commercial projects. (In Rs. lacs) Particulars 31-03-2004 31-03-2005 Total Income Loss Partners Capital 0.26 (0.47) 0.00 27.05 (10.36) 16.37

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

96

5. Shri Parasnath Plastic Pvt Ltd Name: Date of Incorporation Registration No Registered office Shri Parasnath Plastic Pvt Ltd 09.04.1996 55-77971 C-118, Greater Kailash Part- 1, New Delhi.

Shri Parasnath Plastic Pvt Ltd is engaged in manufacturing of corrugated boxes and plastic packing material having its unit at C-3, Sector 8, Noida, Uttar Pradesh The financials of the Company for the past three years are given below: Particulars Total Income PAT Equity Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) 31-03-2003 51.63 1.93 6.28 10.31 3.08 48.43 31-03-2004 73.81 1.83 6.28 12.14 2.92 51.71 (In Rs lacs) 31-03-2005 85.79 1.63 6.28 13.55 2.60 54.31

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

97

6. K.S. Nutritions & Food Pvt. Ltd. Name: Date of Incorporation Registration No Registered office Date of change of name K.S. Nutritions & Food Pvt. Ltd K.S. Nutritions & Food Pvt. Ltd. 14.06.1984 as K S Glasses & Novelties (P) Limited. 20-6584 C-118, Greater Kailash Part- 1, New Delhi 11.09.2001

The company is engaged in manufacturing and trading of all type of Food products, which includes ready to eat energy foods. The financials of the group company for the past three years are given below: Particulars Total Income PAT Equity Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) Board of Directors: 1. 2. Shri Manoj Agarwal Smt. Pragya Agarwal 31-03-2003 644.26 0.41 21.86 60.64 0.19 37.74 31-03-2004 7.89 1.02 43.11 125.41 0.24 39.10 (In Rs. Lacs) 31-03-2005 6.63 1.91 43.11 127.45 0.44 39.56

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

98

7. Great Value Projects Pvt. Ltd. Name: Date of Incorporation Registration no Registered office Great Value Projects Pvt. Ltd 07.10.2002 U45203DL2002PTC117245 of 2002-2003 C-118, Greater Kailash -1, New Delhi.

The company is engaged in the field of civil construction, infrastructure development, designing & planning and project management. The financials of the group company for the past three years are given below: (In Rs. lacs) Particulars 31-03-2003 31-03-2004 31-03-2005 Total Income PAT Equity Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) Board of Directors: 1. 2 3 4 5 Shri Manoj Agarwal Shri Dinesh Agarwal Shri Ashutosh Agarwal Shri Ashok Agarwal Shri Rajendra Bansal 0 0 1.00 0 0 6.00 0.88 0.29 1.00 0.29 2.95 8.95 Nil (10.03) 1.00 (9.86) (100.3) (133.16)

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

8. Titli Exports Pvt. Ltd Name: Titli Exports Pvt. Ltd

99

Date of Incorporation Registration No Registered office

29th December 1982 14861of 1982-83 C-118, Greater Kailash-1, New Delhi

The company is engaged in import & export of all traditional and non-traditional items, merchandise and equipment. Board of Directors: Shri Manoj Agarwal Shri Dinesh Chand Agarwal Shri Ramesh Chand Agarwal Shri Sanjeev Agarwal

The financials of the company for the past three years are given below: (In Rs. lacs) Year 31.03.2003 31-03-2004 31-03-2005 Total Income PAT Share Capital Reserve & Surplus (Excluding Revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) Nil (0.06) 1.10 (2.37) Nil Nil 0.04 0.001 1.10 (2.36) 0.01 Nil 0.12 0.01 1.10 (2.36) 0.06 Nil

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

9. Symbiosis Foods Pvt. Ltd. Name: Symbiosis Foods Pvt. Ltd.

100

Date of Incorporation Registration No: Registered office

28.05.2004 U15419DL2004PTC12669 of 2004-2005. C-118, Greater Kailash-1, New Delhi

The company was incorporated to carry on Trading and manufacturing of all type of Food products. Board of Directors: 1. 2. Shri Manoj Agarwal Smt. Pragya Agarwal

The company is yet to commence its operations. There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

10. Kanha Projects Development India Ltd. Name: Kanha Projects Development India Ltd

101

Date of Incorporation Registration No Registered office

10.11.2004 U45203DL2004PLC130514 of 2004-2005 C-118, Greater Kailash-1, New Delhi

The company was incorporated to carry on infrastructure development, designing & planning and project management. Board of Directors: 1.Shri Kunwar Sen Agarwal 2.Shri Manoj Agarwal 3. Smt. Pragya Agarwal The company is yet to commence its operations There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

102

11. K.S. Developers Pvt. Ltd. Name: Date of Incorporation Registration No Registered office K.S. Developers Pvt. Ltd. 03.08.2005. U45201DL2005PTC139269 of 2005-2006. C-118, Greater Kailash-1, New Delhi.

Nature of activities: The Company was incorporated to take up civil construction, infrastructure development, designing & planning and project management. Board of Directors: 1.Shri Manoj Agarwal 2.Shris. Pragya Agarwal The company is yet to commence its operations. There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

103

12. Great Value Exim Pvt. Ltd Name: Date of Incorporation Registered office Great Value Exim Pvt. Ltd 26.08.2005 C-118, Greater Kailash-1, New Delhi.

Nature of activities: The company's objects are to import & Export Traditional and Non-traditional items. Board of Directors: 1.Shri Manoj Agarwal 2.Shris. Pragya Agarwal The company is yet to commence its operations. There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

104

13. Great Value Builders Pvt. Ltd Name: Date of Incorporation Registration No Registered office Great Value Builders Pvt. Ltd 18.05.2005. U4520DL 2005PTC136366 of 2005-06. C-118, Greater Kailash-1, New Delhi.

The company was incorporated to carry on construction and development activities. Board of Directors: 1.Shri Manoj Agarwal 2.Shris. Pragya Agarwal The company is yet to commence its operations. There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

105

14. Shri Parasnath Cartons Pvt. Ltd Name: Date of Incorporation Registration No Registered office Shri Parasnath Cartons Pvt. Ltd 12th July 2005 U45201 DL2005PTC 138568 of 2005-06. C-118, Greater Kailash-1, New Delhi.

Nature of activities: The company was incorporated for manufacturing of packaging material. Board of Directors: 1.Shri Manoj Agarwal 2.Shris. Pragya Agarwal The company is yet to commence operations. There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

106

15. Hariom Glass Works Pvt. Ltd Name: Date of Incorporation Registration No Registered office Hariom Glass Works Pvt. Ltd 28th March 2005 U26101DL 2005 PTC134439 of 2004-05. C-118, Greater Kailash-1, New Delhi.

Nature of activities: The company was incorporated for manufacturing bone china, stoneware potteries & plastics items. Board of Directors: 1.Shri Manoj Agarwal 2.Shri Sanjeev Agarwal The company is yet to commence operations. There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

107

16. K.S. Colonizers Pvt. Ltd. Name: Date of Incorporation Registration No: Registered office K.S. Colonizers Pvt. Ltd. 20.11.2001 U45201DL2001PTC113187of 2001-2002 A-58/4, Sainik Farm, Mehrauli, New Delhi

The company is engaged in the field of Civil Construction, Infrastructure Development. The financials of the company for the past three years are given below: Particulars Total Income PAT Equity Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) Board of Directors: 1. 2. Shri Nitin Agarwal Shri Sachin Agarwal 31-03-2003 2.41 0.03 1.00 (0.01) 0.16 9.06 31-03-2004 2.68 0.02 1.00 0.01 0.30 9.60 (In Rs. Lacs) 31-03-2005 3.21 0.05 20.20 76.87 0.01 48.53

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1956.

108

17. Swastik Glass Industries, Name: Constitution Registered office Date of Registration Swastik Glass Industries Partnership firm (Originally Sole Proprietorship and later registered as Partnership) A-1, A-2, A-3 & A-4, UPISIDC Industrial area, Jalesar Road, Firozabad 1st April, 2005

Nature of activities: Engaged in manufacturing and selling of Glassware, Glass Bangles & all other items made of Glass. Originally the firm was proprietary concern and later converted into partnership firm on 1 st April, 2005. Partners: Shri Bimal Chand Agarwal Shri Nanak Chand Agarwal Shri Suresh Chand Agarwal The financials of the firm for the past three years are given below: Year Total Income PAT Equity Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) 31-03-2003 0.48 0.16 3.11 0 N.A N.A 31-03-2004 5.29 0.02 (4.42) 0 N.A N.A (In Rs. Lacs) 31-03-2005 0 0 13.47 0 N.A N.A

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick unit.

109

18. Firozabad Crystal Glass Industries Name: Constitution Proprietor Date of Incorporation Registered office Firozabad Crystal Glass Industries Proprietary concern Shri Suresh Chand Agarwal 15th January 2000 Bye-pass Road, Firozabad

Nature of Activities: Manufacturing & trading of decorative glassware. The financials of the concern for the past three years are given below: Year Total Income PAT Proprietors Capital Reserve & Surplus (Excluding revaluation reserve) E.P.S. (Rs.) Net Asset Value per share (Rs.) 31-03-2003 15.53 1.91 13.67 0.42 N.A N.A 31-03-2004 19.02 1.38 6.87 0.42 N.A N.A 31-03-2005 4.82 0.06 6.08 0.42 N.A N.A

There are no pending litigations, disputes or suits against this Company and there is no default in meeting any of the Statutory/bank/institutional dues. No proceedings have been initiated for economic offences against it and it is not a sick unit.

110

PART II SECTION IV: FINANCIAL INFORMATION RESTATED STATEMENTS OF ASSETS AND LIABILITIES AND PROFITS AND LOSSES FOR THE YEARS ENDED MARCH, 31 2002, 2003, 2004, 2005, and 2006 AND FOR THE PERIOD ENDED ON 30TH JUNE 2006. AUDITORS REPORT To, The Board of Directors, Shri Balkishan Agarwal Glass Industries Limited C-118, Greater Kailash Part 1, New Delhi. Dear Sirs, We have examined the Restated Financial Information of M/s Shri Balkishan Agarwal Glass Industries Limited as attached to this report and initialed by us for identification. The said restated financial information has been prepared in accordance with the requirements of Part II of Schedule II of the Companies Act,1956 ( the Act ), the Securities and Exchange Board of India ( SEBI) Disclosure and Investor Protection Guidelines, 2000 ( as amended from time to time ) (the guidelines) issued by the Securities and Exchange Board of India Act,1992, and related clarifications; and in accordance with instructions dated September 22nd 2006, received from the company requesting us to carry out work in connection with the offer document being issued by the company in connection with its Initial Public Offering of Equity Shares (referred to as the issue ). The financial information has been prepared by the Company and approved by the Board of Directors of the Company in the meeting held on 22nd September , 2006. A. Financial Information as per the audited financial statements :

We have examined the attached Restated Summary Statements of Assets and Liabilities of the Company as at March 31, 2002, 2003, 2004, 2005, 2006 and 30th June 2006 and the Restated Summary Statements of Profits & Losses for the years ended March 31, 2002, 2003, 2004, 2005, 2006 and for the period ended on 30 th June 2006 (Annexure II) after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Policies as appearing in Annexure III and notes to the summarized financial statement appearing in Annexure IV to this report. In our opinion and to the best of our information and according to the explanations given to us, the restated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: Based on our examination of these restated summary statements, we state that: a) The restated profits have been arrived at after charging all expenses and after making adjustments and regroupings as in our opinion are appropriate in the years to which they relate, as stated. b) There are no qualifications in the auditors report that require any adjustment to the restated summary statements. c) There are no extra ordinary items that need to be disclosed separately in the restated summary statements. 1B. Other Financial Information :

We have examined the following restated financial information relating to the company proposed to be included in the Draft Prospectus, as approved by the Board of Directors and annexed to this report:

111

Summary of accounting ratios as stated vide Annexure V to this report. Tax Shelter statements vide Annexure VI to this report. Statements of Dividend paid vide annexure VII to this report. Capitalization statement of the Company as at 30 th June 2006 as stated vide Annexure VIII to this report. Details of Related Party Transactions vide Annexure IX Cash flow statements as restated vide Annexure X to this report.

In our opinion the restated financial information of the Company, attached to this report as mentioned in Paragraphs A and B above, read with respective significant accounting policies in Annexure III and significant notes as stated in Annexure IV to this report, and after re-grouping as considered appropriate; has been prepared in accordance with Part II of Schedule II of the Act and the Guidelines issued by SEBI. This report is intended solely for your information and for inclusion in the Offer document in connection with the specific Public Offer of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For R.P. GOEL & CO Chartered Accountants

Firozabad Dated : 28.09.20

Rajeev Kumar Chaturvedi (Partner)

112

Annexure - I SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED STATEMENT OF ASSETS AND LIABILITIES (Restated) (Rs. in lacs)
AS AT Assets Gross Block Less : Revaluation Reserve Less : Accumulated Depreciation Net Block 30.06.06 31.03.06 31.03.05 31.03.04 31.03.03 31.03.02

7,252.28 (3,479.92) (905.48) 2,866.88

7,206.52 (3,479.92) (838.47) 2,888.13

3,392.18 (588.56) 2,803.62

2,961.03 (441.91) 2,519.12

1,627.82 (396.23) 1,231.59

545.19 (359.42) 185.77

Investment Current Assets, Loans & Advances Inventories Debtors Loans & Advances Cash & Bank Other Current Assets Total current assets

2.97

2.92

2.64

2.28

2.13

1.90

445.36 1,215.46 194.62 14.70 2.32 1,872.47

585.04 1,018.77 196.05 6.95 2.32 1,809.13

677.73 663.04 269.89 200.89 1.57 1,813.12

290.21 175.73 322.68 28.33 5.75 822.70

246.86 309.15 360.72 5.87 7.63 930.23

149.85 272.69 6.26 7.83 6.89 443.52

Total Assets Liabilities & Provisions Secured Loans Unsecured Loans Current Liabilities & Provisions Deferred Tax Liabilities Total Liabilities

4,742.31

4,700.18

4,619.38

3,344.10

2,163.95

631.19

2,709.45 118.77 101.86 2,930.08

2,724.23 149.52 101.86 2,975.61

2,672.58 279.61 61.04 3,013.23

2,019.10 224.39 10.42 2,253.91

1,091.03 17.80 74.68 7.99 1,191.50

227.31 49.09 7.19 283.59

Networth Represented by : Share Capital Reserves (Excl. Revaluation reserve) Share Application Money Misc. Expenditure Total Networth

1,812.23

1,724.57

1,606.15

1,090.19

972.45

347.60

579.97 1,232.26 1,812.23

579.97 1,144.60 1,724.57

579.97 825.38 200.80 1,606.15

513.41 550.98 307.80 (282.00) 1,090.19

473.35 387.47 153.00 (41.37) 972.45

300.00 47.69 (0.09) 347.60

113

Annexure - II SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED STATEMENT OF PROFIT & LOSS (Restated) (Rs. in lacs)
FOR THE YEAR ENDED INCOME Sales : Sales of the products manufactured Sales of the products Traded Other Income Total Income EXPENDITURE (Increase)/Decrease in Stock Manufacturing Expenses Staff Cost Administrative & other Expenses Interest and Finance Charges Depreciation Preliminary exp written off Total Expenditure 138.59 472.66 10.86 3.43 69.45 67.01 762.00 168.89 1,918.93 58.41 21.55 329.99 250.61 2,748.38 (411.21) 2,007.59 61.64 31.11 333.56 146.66 2,169.35 (28.93) 799.09 16.75 10.19 45.63 45.67 0.55 888.95 (98.28) 1,139.50 18.63 27.76 36.26 36.81 0.55 1,161.23 67.55 957.58 17.30 23.52 29.87 49.70 0.03 1,145.55 30.06.06
(3 months)

31.03.06

31.03.05

31.03.04

31.03.03

31.03.02

849.61 0.05 849.66

3,106.01 3.06 3,109.07

2,321.88 0.15 2,322.03

883.33 11.79 895.12

1,181.52 1.91 1,183.43

1,159.74 1.49 1,161.23

Profit before Tax Less : Provision for Taxation Profit after Tax (as per Audited Accounts) Add/(Less) : Impact of Adjustment Provision for Deferred Tax Net Profit after tax as restated Balance of surplus brought forward Balance carried over to Balance Sheet

87.66 87.66 87.66 470.15 557.81

360.69 (0.65) 319.23 (40.81) 319.23 150.92 470.15

152.68 (11.97) 140.71 (50.63) 90.08 60.84 150.92

6.17 (0.48) 5.69 (2.42) 3.27 57.58 60.84

22.20 (7.22) 14.98 (0.81) 14.17 43.40 57.58

15.68 (3.45) 12.23 (0.76) 11.47 31.93 43.40

114

Annexure-III SIGNIFICANT ACCOUNTING POLICIES Background Shri Balkishan Agarwal Glass Industries Ltd. (the company) was incorporated on 8th January 1990 as Shri Balkishan Agarwal Glass Industries Pvt. Ltd. to carry on the business of manufacture and production of Glassware i.e. Tablewares, Jar, Chimney, astray, decorative items etc. The name of the company was changed to Shri Balkishan Agarwal Glass Industries Ltd. on 8 th July 2002. Additionally in the year 2004 company started production of Bottles in the expansion and modernization plan of the company. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION 1. Basis of preparation of Financial Statements The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accounting principles in India and the provision of the Companies Act, 1956. 2. Use of Estimate The preparation of financial statements requires estimates and assumptions to be made that effects the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/materialized. 3. Revenue Recognition Revenue from the sale of manufacture and traded products is recognized upon passage of title to the customer and generally coincides with the delivery and acceptance. 4. Fixed Assets Fixed Assets are stated at cost net of Modvat / Cenvat and includes amounts added on revaluation, less accumulated depreciation and impairment loss, if any. The cost of an asset comprises of purchase price and any directly attributable cost of bringing the assets to its present condition for intended use and incremental amount of revaluation and adjustment arising from exchange rate variation attributable to the fixed assets. 5. Depreciation Depreciation on the fixed assets has been provided for on straight line method at the rates prescribed and in the manner specified in Schedule XIV to the Companies Act, 1956. Depreciation on revalued amount of fixed assets is adjusted by transferring the equivalent amount from the revaluation reserve. 6. Inventories Inventories are measured at lower of cost or net realizable value. Excise duty is not included in the cost of such inventory as the modvat/cenvat is credited to purchases account on accrual basis and goes to reduce the cost of purchased material. Cost of raw material is determined by FIFO basis. By-Products are valued by at net realizable value.

115

7. Investment : Current Investments are measured at the lower of cost or market value. Long Term Investments are measured at Cost. 8. Borrowing Costs : Borrowing cost which are directly attributable to the acquisition/construction of Qualifying Assets are capitalized as part of the cost of such assets. A qualifying assets is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue. 9. Current Tax and Deferred Tax : (i) Provision for current tax is made after taking into consideration benefits admissible under the provision of the Income Tax Act, 1961. (ii) Deferred tax resulting from timing difference between the book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet date. 10. Sales Sales exclude excise duty and sales tax recovered from customers. 11. Excise Duty Excise duty on the finished goods is accounted for at the time of their clearance. Modvat/Cenvat benefit is accounted for by reducing the purchase cost of raw material and/or fixed assets being availed by the company. 12. Foreign Exchange Transaction (a) Transaction denominated in foreign currencies is normally recorded at the exchange rate prevailing at the time of the transaction. (b) Monetary items denominated in foreign currency as at the balance sheet date are translated at the year end exchange rate. (c) Premium on forward cover contracts in respect of import of raw material is charged to profit & loss account over the period of contracts except in respect of liability for acquiring fixed assets, in which case the difference are adjusted in carrying cost of the same. 13. Employee Retirement Benefits The company provides for gratuity, a defined benefit plan in accordance with the rules of the company based on an actuarial valuation carried out at the balance sheet date, by an independent actuary. Contribution payable to the Employees benefits is charged to Profit & Loss Account on as incurred. 14. Intangible Assets In compliance with AS- 26, Deferred Revenue Expenditure charged off as incurred.

116

15. Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an assets may be impaired. If any such indication exists, the company estimates the recoverable amount of the assets. If such recoverable amount of the assets or the recoverable amount of the cash generating unit to which the asset belong is less than its carrying amount, the carrying amount is reduced to its recoverable amount. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost. 16. Earning per share Basic EPS is computed using the weighted average number of equity shares outstanding during the year. Diluted EPS is computed using the weighted average number of equity and diluted equity equivalent shares outstanding during the year except where the results would be anti-dilutive. 17. Provision, Contingent Liabilities and contingent assets Provision involving substantial degree of estimation in measurement is recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

117

Annexure - IV NOTES TO SUMMARIZE FINANCIAL STATEMENTS: 1. Earning per Share As at March 31

Net Profit attributable to Equity Shareholders as restated (Rs in lacs) Weighted average number of Equity Shares outstanding during the year Nominal value of Equity Share (Rs.) Basic & Diluted Earning per share(Rs) 30.06.2006 (3 months) 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002

87.66 5799700 10/6.05*

319.23 5799700 10/5.50

90.08 5510500 10/1.63

3.27 4833650 10/0.07

14.17 3527583 10/0.40

11.47 3000000 10/0.38

*Annualized 2. Deferred Tax

Accounting Standard 22, (AS-22) Accounting for taxes on Income Issued by the ICAI was applied by the Company in preparing the accounts for the year ended March 31, 2004 and subsequent years. For the purpose of this statement, AS-22 has been applied for the years ended March 31, 2002 onwards. Accordingly, the deferred tax asset/liability has been recomputed. Balance in Profit & Loss account as at April 1, 2001 has been approximately adjusted for deferred tax asset/liability as on that date as though the same has become applicable for the first time from that date. The deferred tax provision for the first quarter of financial year 2006-07 will be made at the end of the financial year. The break up of Deferred Tax Assets/Liability is as under: Particulars Deferred Tax Liability Difference between book and tax depreciation Deferred Tax Assets Unabsorbed depreciation, Unabsorbed pre-operative exp. u/s 35D & Expenses disallowed u/s 43B Net Deferred Tax Asset/(Liability) 31.03.2006 31.03.2005 31.03.2004 31.03.2003 (Rs. in lacs) 31.03.2002

217.57

246.28

103.55

7.99

7.19

115.72 101.85

185.24 61.04

93.14 10.42

Nil 7.99

Nil 7.19

3.

Fixed assets and Depreciation

During the year 2005-06 the Company, based on the report of technical experts, has revalued its fixed Assets as at 01.04.2005 by Rs.34,79,92,112 and an equivalent amount has been credited to Revaluation Reserve Account. Consequent to the revaluation, there is an additional charge for depreciation of Rs.1,64,33,380 for the year and an equivalent amount has been has been withdraw from Revaluation Reserve and credited to profit & loss

118

account. This has no impact on profit of the company for the year. For the purpose of the above restated statement the fixed assets are shown at their historical cost net of revaluation and the reserves are shown excluding revaluation reserve. 4. Segment information (a) Primary Segment The business segment has been considered as the primary segment. The company operates only in one business segment i.e. Glass & Glass Product.

(b) Secondary Segment The company operates in India and hence there are no geographical segments. 5. Age wise analysis of Sundry Debtors based on Statement of Assets and Liability (Rs. in lacs)
Particulars 30.06.2006 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002

Debts outstanding for a period exceeding six months : Considered good Considered doubtful Other Debts : Considered good Total

230.51 Nil 984.95 1215.46

251.52 Nil 767.25 1018.77

13.94 Nil 649.09 663.04

62.11 Nil 113.62 175.73

56.49 Nil 252.67 309.15

27.36 Nil 245.33 272.69

6. Details of Loans and Advances, as restated (Rs. in lacs)

Particulars 30.06.2006 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002

Advance to supplier Advance to other/Govt Department Receivable Total 7. Details of Investment

Nil 23.90 170.72 194.62

Nil 25.30 170.75 196.05

Nil 124.71 145.17 269.88

Nil 195.30 127.38 322.68

255.10 10.54 95.08 360.72

Nil 5.87 0.39 6.26

(Rs. in lacs)
Particulars 30.06.2006 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002

FDR and Interest Accrued thereon Total

2.97 2.97

2.92 2.92

2.64 2.46

2.28 2.28

2.13 2.13

1.90 1.90

8. Details of Contingent Liabilities, Guarantees and Capital Commitment (Rs. in lacs) Particulars Letter of credit Estimated amount of claims against the Company not acknowledged as debts Total
30.06.2006 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002

17.60

17.60

17.60

17.60

17.60

17.60

170.51 188.11

170.51 188.11

74.86 92.46

20.89 38.49

20.89 38.49

20.89 38.49

119

9. Statement of Secured Loans and Unsecured Loans (Rs. in lacs) Particulars Secured Loans Term Loans from Banks Working Capital Limits Car Loan Margin Money Loan Total Unsecured Loans Total Secured & Unsecured Loans Notes : Secured Loans A) STATE BANK OF INDIA i) Working Capital State Bank of India vide their letter no: SIB: ADV: 04-05/37, dated 24.05.2004 has provided working Capital facilities details of which are as follows: Facility Cash Credit LC Limit DDP Limit Primary Security Working Capital facility 700.00 Lacs 25.00 Lacs 25.00 Lacs Hypothecation of all kinds of stocks viz, Raw materials, Stock in process, finished goods including stock and stock in transit, and receivable assignment of cheque/drafts, future and present and extension of charge on all current assets of the company. First pari passu charge on all the fixed assets of the company including equitable mortgage of companys factory land and building. First pari passu charge on the residential property at No: 79, Durga Nagar, Firozabad, standing in the name of Sri. Kunwar Sen. First pari passu charge on all the fixed assets of M/s Jagdish Glass Works (P) Ltd. Personal guarantee of Shri Bimal Chand Agarwal, Shri. Suresh Chand Agarwal, Smt. Sudha Rani Agarwal, Smt. Anupama Agarwal and Shri. Nitin Agarwal. Corporate Guarantee of M/s Jagdish Glass Works (P) Ltd., Third Party Guarantee of Sri. Kunwar Sen
30.06.2006 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002

1833.66 858.71 16.65 0.43 2709.45 Nil 2709.45

1821.44 882.20 20.16 0.43 2724.23 Nil 2724.23

1940.15 708.36 23.64 0.43 2672.58 Nil 2672.58

1673.86 336.54 8.27 0.43 2019.10 Nil 2019.10

864.92 225.68 Nil 0.43 1091.03 17.80 1108.83

47.48 179.03 Nil 0.80 227.31 Nil 227.31

Collateral Security

Guarantor

120

Term Loan Nature of Facility Rate of Interest Primary Security Term loan of Rs. 1490.00 Lacs For FCNR Term Loan (6 months LIBOR + 2.5%) For Rupee Term Loan 13.25%. First pari passu charge on all the fixed assets of the company including equitable mortgage of companys factory land and building First pari passu charge on the residential property at No: 79, Durga Nagar, Firozabad, standing in the name of Sri. Kunwar Sen First pari passu charge on all the fixed assets of M/s Jagdish Glass Works (P) Ltd. Personal guarantee of Shri Bimal Chand Agarwal, Shri. Suresh Chand Agarwal, Smt. Sudha Rani Agarwal, Smt. Anupama Agarwal and Shri. Nitin Agarwal. Corporate Guarantee of M/s Jagdish Glass Works (P) Ltd., Third Party Guarantee of Sri. Kunwar Sen As on 30.06.2006 Rs. 1371.18 lacs

Collateral Security

Guarantor

Amount of Loan Outstanding As on date

State Bank of Hyderabad Term Loan State Bank of Hyderabad (SBH) vide their letter no: F/ADV: 673, dated 18.02.2003 has provided Term Loan facilities of Rs. 500.00 lacs, details of which are as follows: Nature of Facility Rate of Interest Primary Security Term loan of Rs. 500.00 Lacs For FCNR Term Loan (6 months LIBOR + 2.5%) For Rupee Term Loan SBH PTLR + 2.5%. Pari passu charge on all the fixed assets of the company present and future, including equitable mortgage of factory land and building First pari passu second charge on current assets of the company Extension of pari passu charge on fixed & current assets of M/s Jagdish Glass Works (P) Ltd. Residential property at No: 79, Durga Nagar, Firozabad, standing in the name of Sri. Kunwar Sen Personal guarantee of Shri Bimal Chand Agarwal, Shri. Suresh Chand Agarwal, Smt. Sudha Rani Agarwal, Smt. Anupama Agarwal and Shri. Nitin Agarwal. As on 30.06.2006 Rs. 462.48 lacs

Collateral Security

Guarantor

Amount of Loan Outstanding As on date

121

10. Statement of Other Income (Rs. in lacs)

30.06.2006 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002

Interest on FDR & others Insurance claim recoverable /received Short & Excess Adjustment of Expenses/ Excess liability written back Total

0.05 Nil Nil 0.05

0.35 Nil Nil 2.71 3.06

0.11 Nil 0.04 Nil 0.15

0.19 11.60 Nil Nil 11.79

0.38 Nil Nil 1.52 1.90

1.49 Nil 0 Nil 1.49

122

Annexure-V STATEMENT OF ACCOUNTING RATIOS Ratios Particulars Earning Per Share (EPS) Basic & Diluted (Rs.) Return on Net Worth (For Equity Shareholders) (%) Net Asset Value per Share (Rs.) Return on Capital Employed (%) Weighted average number of equity shares outstanding during the year used for computing Basic and Diluted EPS Total number of shares outstanding at the end of year * Annualized 30.06.06 6.05* 31.03.06 5.50 18.51% 19.35%* 31.25 29.74 7.58%* 7.02% 2.08% 0.10% 0.68% 1.97% 27.69 21.23 20.54 11.59 31.03. 05 1.63 5.61% 31.03.04 0.07 0.30% 31.03.03 0.40 1.46% 31.03.02 0.38 3.30%

5799700

5799700

5510500

4833650

3527583

3000000

5799700 5799700 5799700 5134100 4733500 3000000

The ratios have been computed as below: I) Earnings per share (Rs.): Net profit attributable to equity shareholders/weighted average number of equity shares outstanding as at the end of the year. II) Return on net worth (For Equity Share holders) (%): Net profit after tax/Net worth as at the end of the year III) Net asset value (Rs.): Net worth at the end of the year/Number of equity Shares outstanding at the end of the year IV) Return on Capital Employed: Net Profit after Tax/Total of Net Fixed Assets, Investments and net current assets. V) Net Profit, as appearing in the statement of profits and losses, has been considered for the purpose of computing the above ratios. VI) Earnings per share calculations are done in accordance with Accounting Standard 20 "Earnings per Share issued by the Institute of Chartered Accountants of India.

123

Annexure VI STATETMENT OF TAX SHELTER (Rs. in lacs)

Year ended Net Profit/(Loss) before Tax (as restated) Tax rate - Normal Tax rate - MAT Tax at Normal Tax Rates (A) Adjustments : Permanent Difference (B) Donation & Others Benefits u/s 80I Total Permanent Difference Temporary Difference (C ) Depreciation as per Books Depreciation as per Income Tax Expenses u/s 43B Total Timing Difference Net Adjustments (B)+(C ) Tax Saving thereon Tax on Restated Income Tax at MAT rate 31.03.06 31.03.05 31.03.04 31.03.03 31.03.02

360.69 33.66% 8.42% 121.41

152.68 36.59% 7.84% 55.87

6.17 35.88% 7.69% 2.21

22.20 36.75% 7.88% 8.16

15.68 35.70% 7.65% 5.60

6.12 6.12

0.15 0.15

0.16 0.16

(4.14) (4.14)

250.61 (647.97) 30.54 (366.82) (360.70) (121.41) 30.35

146.66 (315.56) 16.06 (152.84) (152.69) (55.87) 11.97

45.67 (51.91) 0.04 (6.20) (6.20) (2.21) 0.48

36.81 (39.53) (2.72) (2.56) (0.94) 7.22 -

49.70 (51.25) (0.32) (1.87) (6.01) (2.15) 3.45 -

124

Annexure - VII STATEMENT OF DIVIDEND PAID (Rs. in lacs) As At March,31 Particulars Dividend 2006 Nil 2005 Nil 2004 Nil 2003 Nil 2002 Nil

125

Annexure VIII CAPITALISATION STATEMENT (Rs. in lacs) Particulars Borrowings : Short Term Debts(A) Long Term Debts Total Debts 858.71 1850.74 2709.45 858.71 1850.74 2709.45 Pre-Issue as at 30.06. 2006 Post Issue

Shareholders Funds: Share Capital Reserves (excl. revaluation reserve) Total Shareholders funds Total Capitalisation Long Term Debt/Equity Ratio (B) Total Debt/ Equity Ratio (C) 579.97 1232.26 1812.23 4521.68 1.02 1.50 1151.47 4661.26 5812.73 8522.18 0.32 0.47

Notes : (A) Short term debts are debts maturing within the next one year from the date of above statement. (B) Total long term debt/Total Shareholders funds (C ) Total debt/ Total Shareholders funds

126

Annexure - IX RELATED PARTY TRANSACTIONS Details of Related Party Transactions Information on Related Party Disclosures as per Accounting Standard 18 (AS-18) on Related Party Disclosures is given below : I Sr. no.
1

Key Management personnel 2005-06 2004-05

Bimal Chand Agarwal, Nanak Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal, Monu Agarwal, Mayank Agarwal Manoj Agarwal Bimal Chand Agarwal, Nanak Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal, Monu Agarwal, Mayank Agarwal

2003-04
Bimal Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal,

2002-03
Bimal Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal, Sudha Rani Agarwal, Anupama Agarwal

2001-02
Bimal Chand Agarwal, Suresh Chand Agarwal, Sudha Rani Agarwal, Anupama Agarwal,

II. Sr. no.

1 Ramesh Chand Agarwal Sunil Kumar Agarwal Sanjeev Kumar Agarwal Anupama Agarwal Aruna Agarwal Rani Agarwal Sudha Rani Agarwal

Relative of Key Management personnel 2004-05

Ramesh Chand Agarwal Manoj Agarwal

2005-06

2003-04
Ramesh Chand Agarwal Dinesh Chand Agarwal Anupama Agarwal Rani Agarwal Sudha Rani Agarwal NA

2002-03

2001-02
Nanak Chand Agarwal

127

III. Enterprise controlled/owned by Key Management personnel and their relatives Sr. no.
1

2005-06
M/s Great Value Foods Ltd.

2004-05
Firozabad Crystal Glass

2003-04
NA

2002-03
NA

2001-02
Firozabad Crystal Glass

Details of Transactions with related parties

Details of Related party transactions during 1st April 2006 to 30th June 2006 Sr. no. Name of the party Nature of Relationship
Key Management personnel

Nature of Transactions
Salary & Wages

(Rs. in lacs) Amount (Rs, in lacs)

1 Bimal Chand Agarwal, Nanak Chand Agarwal, Suresh Chand Agarwal, Nitin Agarwal

(I)Transactions with Key Management Personnel (Rs. in lacs) (I) Key Management personnel 2005 2004 2003 19.20 15.59 1.99 0.65 2.00 1.97

Nature of Transaction Salary & wages Advance given Advance recovered Unsecured loan Taken Unsecured loan repaid Sales

2006 25.00 22.25

2002

10.40 2.15

10.00

(II) Transactions with Relatives of Key Management Personnel (Rs. in lacs) Nature of Transaction Salary & wages Advance given Advance recovered Unsecured loan Taken Unsecured loan repaid Sales 12.66 5.00 16.08 1.00 18.80 15.74 6.19 (II) Relative of Key Management personnel 2006 2005 2004 2003 2002

37.77

11.40

128

(III) Transactions with Enterprise controlled/owned by Key Management Personnel/ Relatives thereof (Rs. in lacs) Nature of Transaction (III) Enterprise controlled/owned by Key Management Personnel/relatives thereof 2006 Salary & wages Advance given Advance recovered Unsecured loan Taken Unsecured loan repaid Sales 2005 2004 2003 2002

31.21 31.21 1.40 12.58

129

SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED CASH FLOW STATEMENT (Restated)
30.06.06 CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Taxation & Extra-ordinary Items Adjustments for : Depreciation Preliminary Exp. Interest Income Interest & Finance charges paid (Profit)/Loss on sale of assets Operating Profit before working capital changes Adjustment for changes in working capital : Inventories Debtors Other Current Assets & Loans & Advances Current Liabilities & Provisions Movement in working capital limits Cash generated from operation Less : Income Tax Net Cash from(used in) operating activities CASH FLOW FROM INVESTING ACTIVITIES (Increase)/Decrease in Fixed Assets Misc. Expenditure incurred Interest Income Increase in Investment Net Cash from/(used in) Investing Activities CASH FLOW FROM FINANCING ACTIVITIES Increase/(Decrease) in Borrowings Increase in Share Capital Increase In share premium Increase/(Decrease) in Share Application money Interest & Finance charges paid Net Cash from.(used in) Financing Activities Net Increase/(Decrease) in Cash & Cash Equivalent Cash & Cash Equivalent at the beginning of the year Cash & Cash Equivalent at the end of the year 31.03.06 31.03.05 31.03.04

Annexure X (Rs. in lacs)

31.03.03 31.03.02

87.66

360.69

152.68

6.17

22.20

15.68

67.01 (0.05) 69.45 224.07

250.61 (0.35) 329.99 4.05 944.99

146.66 (0.15) 333.56 632.75

45.67 0.55 (0.19) 45.63 97.83

36.81 0.55 (0.39) 36.26 95.43

49.70 0.03 (1.49) 29.87 93.79

139.68 (196.69) 1.43 (30.75) (23.49) 112.90 114.25

92.69 (355.73) 73.27 (130.09) 173.84 798.97 (0.65) 798.32

(387.52) (487.31) 56.79 55.22 371.81 241.74 (11.97) 229.77

(43.35) 133.42 39.92 149.71 78.85 456.38 (0.47) 455.91

(97.01) (36.46) (355.20) 25.59 (14.36) (382.01) (7.22) (389.23)

145.06 (168.76) 72.08 (192.76) (7.54) (58.13) (3.45) (61.58)

(45.75) 0.05 (0.05) (45.75)

(339.17) 0.35 (0.46) (339.28)

(231.08) 0.15 (0.18) (231.11)

(1,333.21) (241.17) 0.19 (0.15) (1,574.34)

(1,082.63) (41.83) 0.39 (0.23) (1,124.30)

(4.45) 1.49 3.87 0.91

8.70 (69.45) (60.75) 7.75 6.95 14.70

(122.19) (200.80) (329.99) (652.98) (193.94) 200.89 6.95

281.66 66.56 266.24 (107.00) (333.56) 173.90 172.56 28.33 200.89

831.42 40.06 160.24 154.80 (45.63) 1,140.89 22.46 5.87 28.33

895.88 173.35 325.60 153.00 (36.26) 1,511.57 (1.96) 7.83 5.87

94.88 (29.87) 65.01 4.34 3.49 7.83

130

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS OVERVIEW Shri Balkishan Agarwal Glass Industries Ltd was incorporated on 8th January 1990 as a private limited company which was subsequently converted into a public limited company on 8th July 2002. The company established its factory at Dholpura, Agra Road, Firozabad in the year 1990 with a furnace capacity of 40 tons per day to manufacture Glassware, Tableware and Kitchenware. In 2004, the company undertook a modernization and expansion program as a result of which the companys furnace capacity increased to 120 tons per day. In the same year the company also undertook initiatives for improvement in productivity and pollution control. The said initiatives enabled the company in obtaining ISO 9001: 2000, ISO 14001: 1996 and OHSAS 18001: 1999 certifications from AQSR International Inc. USA. As part of the productivity improvement initiatives, the company installed H28 automatic machines for press and blow operation (in place of the traditional mouth blown glassware manufacturing process) for high quality thin walled glassware and IS6 and IS8 double gob and single gob machines for manufacturing bottles. The company also installed Motor Driven Press (MDP) machines for manufacturing glass tumblers. These steps enabled the company to increase sales by almost 300% to Rs 2321 lacs during 2004-05 from Rs 883 lacs in 2003-04. OVERVIEW OF OUR RESULTS OF OPERATIONS :
FOR THE YEAR ENDED INCOME Sales : Sales of the products manufactured Sales of the products Traded Other Income Total Income EXPENDITURE Manufacturing Expenses (Increase)/Decrease in Stock Adjustsed Manufacturing Expenses Staff Cost Administrative & other Expenses Interest and Finance Charges Depreciation Preliminary exp written off Total Expenditure Quarter ended 30.06.06 As % of Total income 31.03.06

(Rs. in lacs)
As % of Total income 31.03.05 As % of Total income 31.03.04 As % of Total income

849.61 0.05 849.66

99.99%

0.01% 100.00%

3,106.01 3.06 3,109.07

99.90% 0.10% 100.00%

2,321.88 0.15 2,322.03

99.99% 0.01% 100.00%

883.33 11.79 895.12

98.68% 1.32% 100.00%

472.66 138.59 611.25 10.86 3.43 69.45 67.01 762.00

55.63% 16.31%

1,918.93 168.89

61.72% 5.43%

2,007.59 -411.21

86.46% -17.71%

799.09 -28.93

89.27% -3.23%

71.94% 1.28% 0.40% 8.17% 7.89% 89.68%

2087.82 58.41 21.55 329.99 250.61 2,748.38

67.15% 1.88% 0.69% 10.61% 8.06% 88.40%

1596.38 61.64 31.11 333.56 146.66 2,169.35

68.75% 2.65% 1.34% 14.37% 6.32% 93.42%

770.16 16.75 10.19 45.63 45.67 0.55 888.95

86.04% 1.87% 1.14% 5.10% 5.10% 0.06% 99.31%

Profit before Tax

87.66

10.32%

360.69

11.60%

152.68

6.58%

6.17

0.69%

131

Less : Provision for Taxation Profit after Tax (as per Audited Accounts) Add/(Less) : Impact of Adjustment Provision for Deferred Tax Net Profit after tax as restated

87.66 87.66

-0.65

-0.02%

-11.97

-0.52%

-0.48

-0.05%

10.32% 10.32%

319.23

10.27%

140.71

6.06%

5.69

0.64% 0.00%

-40.81 319.23

-1.31% 10.27%

-50.63 90.08

-2.18% 3.88%

-2.42 3.27

-0.27% 0.37%

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION OF FINANCIAL STATEMENTS 1. Basis of preparation of Financial Statements The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accounting principles in India and the provision of the Companies Act, 1956. 2. Use of Estimate The preparation of financial statements requires estimates and assumptions to be made that effects the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/materialized. 3. Revenue Recognition Revenue from the sale of manufacture and traded products is recognized upon passage of title to the customer and generally coincides with the delivery and acceptance. 4. Fixed Assets Fixed Assets are stated at cost net of Modvat / Cenvat and includes amounts added on revaluation, less accumulated depreciation and impairment loss, if any. The cost of an asset comprises of purchase price and any directly attributable cost of bringing the assets to its present condition for intended use and incremental amount of revaluation and adjustment arising from exchange rate variation attributable to the fixed assets. 5. Depreciation Depreciation on the fixed assets has been provided for on straight line method at the rates prescribed and in the manner specified in Schedule XIV to the Companies Act, 1956. Depreciation on revalued amount of fixed assets is adjusted by transferring the equivalent amount from the revaluation reserve. 6. Inventories Inventories are measured at lower of cost or net realizable value. Excise duty is not included in the cost of such inventory as the modvat/cenvat is credited to purchases account on accrual basis and goes to reduce the cost of purchased material. Cost of raw material is determined by FIFO basis. By-Products are valued by at net realizable value.

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7. Investment : Current Investment is measured at the lower of cost or market value. Long Term Investment is measured at Cost. 8. Borrowing Costs : Borrowing cost which are directly attributable to the acquisition/construction of Qualifying Assets are capitalized as part of the cost of such assets. A qualifying assets is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing cost is charged to revenue. 9. Current Tax and Deferred Tax : (i) Provision for current tax is made after taking into consideration benefits admissible under the provision of the Income Tax Act, 1961. (ii) Deferred tax resulting from timing difference between the book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet date. 10. Sales Sales exclude excise duty and sales tax recovered from customers. 11. Excise Duty Excise duty on the finished goods is accounted for at the time of their clearance. Modvat/Cenvat benefit is accounted for by reducing the purchase cost of raw material and/or fixed assets being availed by the company. 12. Foreign Exchange Transaction (a) Transaction denominated in foreign currencies is normally recorded at the exchange rate prevailing at the time of the transaction. (b) Monetary items denominated in foreign currency as at the balance sheet date are translated at the year end exchange rate. (c) Premium on forward cover contracts in respect of import of raw material is charged to profit & loss account over the period of contracts except in respect of liability for acquiring fixed assets, in which case the difference are adjusted in carrying cost of the same. 13. Employee Retirement Benefits The company provides for gratuity, a defined benefit plan in accordance with the rules of the company based on an actuarial valuation carried out at the balance sheet date, by an independent actuary. Contribution payable to the Employees benefits is charged to Profit & Loss Account on as incurred. 14. Intangible Assets In compliance with AS- 26, Deferred Revenue Expenditure charged off as incurred.

15. Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an assets may be impaired. If any such indication exists, the company estimates the recoverable amount of the assets. If such recoverable

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amount of the assets or the recoverable amount of the cash generating unit to which the asset belong is less than its carrying amount, the carrying amount is reduced to its recoverable amount. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost. 16. Earning per share Basic EPS is computed using the weighted average number of equity shares outstanding during the year. Diluted EPS is computed using the weighted average number of equity and diluted equity equivalent shares outstanding during the year except where the results would be anti-dilutive. 17. Provision, Contingent Liabilities and contingent assets Provision involving substantial degree of estimation in measurement is recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

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COMPARISON OF THE PERFORMANCE DURING IST QUARTER OF FINANCIAL YEAR 2006-07 WITH FINANCIAL YEAR 2005-06. TOTAL INCOME Our total income for the Ist quarter of financial year 2006-07 was Rs. 849.66 lacs which shows growth in sales as compared to sales of financial year 2005-06. The company has increased its sales revenue by adopting various marketing strategy in glassware segment at a better price. EXPENSES MANUFACTURING COST Manufacturing Expenses for the first quarter of financial year 2006-07 were Rs. 472.66 lacs at 55.63% of total income as compared to Rs. 1918.93 lacs at 61.72% of total income in the financial year 2005-06. The decrease in inventory during the first quarter of financial year 2006-07 was Rs. 138.69 lacs at 16.31% of total income as compared to decrease in inventory was 5.43% of total income in financial year 2005-06. By considering the adjustment of increase or decrease of inventory in the manufacturing exp. the adjusted manufacturing expenses was 71.94% of total income during Ist quarter of financial year 2006-07 as compared to 67.15% of total income during financial year 2005-06. STAFF COST Staff cost was Rs. 10.86 lacs at 1.28% of total income in the Ist quarter of financial year 2006-07 as compared to Rs. 58.41 lacs at 1.88% in financial year 2005-06. The staff cost is a fixed nature of expenses and Increase in total income subsequently decrease staff cost. ADMINISTRATIVE & OTHER EXPENSES Administrative & other expenses were Rs. 3.43 lacs at 0.40% of total income in financial year 2005-06 as compared to 21.55 lacs at 0.69% of total income in financial year 2005-06. The company is in continuing process to identify any opportunity to reduce the cost of the company and it is implementing propriety in the expense. INTEREST & FINANCE CHARGES Interest & Finance Charges was Rs. 69.45 lacs during the Ist quarter of financial year 2006-07 as compared to 329.99 lacs in financial year 2005-06. DEPRECIATION Depreciation is Rs. 67.01 lacs at 7.89% of total income in Ist quarter of financial year 2006-07 as compared to 250.61 lacs at at 8.06% of total income in financial year 2005-06. The difference between 7.89% and 8.06% is only on account of increase in sales. PROFIT BEFORE TAX Profit before Tax was Rs. 87.66 lacs at 10.32% of the total income of Ist quarter of financial year 2006-07 as compared to 360.69 lacs at 11.60% of total income in the financial year 2005-06. The decrease in profit margin is on account of increase in manufacturing expenses.

PROFIT AFTER TAX The profit after tax was Rs. 87.66 lacs at 10.32% of the total income of Ist quarter of financial year 2006-07 as compared to 319.23 lacs at 10.27% of total income in the financial year 2005-06. The gowth in profit after tax from the last financial year is on account of increase in sales revenue of the company during the quarter.

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COMPARISON OF THE PERFORMANCE DURING FINANCIAL YEAR 2005-06 WITH FINANCIAL YEAR 2004-05 TOTAL INCOME Our total income for the financial year 2005-06 was Rs. 3109.07 as compared to Rs. 2322.03 lacs in the financial year 2004-05. The company has increased its sales revenue by adopting various marketing strategy in glassware segment at a better price. EXPENSES MANUFACTURING COST Manufacturing Expenses for the financial year 2005-06 were Rs. 1918.93 lacs at 61.78% of sales as compared to Rs. 2007.59 lacs at 86.46% in the financial year 2004-05. The decrease in inventory during the financial year 2005-06 was 5.44% of sales as compared to increase in inventory were 17.71% of sales in financial year 200405. By considering the adjustment of increase or decrease of inventory in the manufacturing exp. the adjusted manufacturing expenses was 67.22% of sales during financial year 2005-06 and 68.75% of sales during financial year 2004-05. The decrease in manufacturing expenses is mainly due to reduction of repairs & maintenance cost during financial year 2005-06 to Rs. 8.15 lacs as compared to Rs. 58.65 lacs during financial year 2004-05. STAFF COST Staff cost was Rs. 58.41 lacs at 1.88% sales in financial year 2005-06 as compared to Rs. 61.64 lacs at 2.65% in financial year 2004-05. The staff cost is a fixed nature of expenses and Increase in sales subsequently decrease staff cost. ADMINISTRATIVE & OTHER EXPENSES Administrative & other expenses were Rs. 21.55 lacs at 0.69% of sales in financial year 2005-06 as compared to Rs. 31.11 lacs at 1.34% of sales in financial year 2004-05. Financial year 2004-05, first year of operations of automatic plant which sought various administrative expenses and an item of expense of insurance claim of Rs 6.26 lacs, which was written off in financial year 2004-05. The company is in continuing process to identify any opportunity to reduce the cost of the company and it is implementing propriety in the expense. INTEREST & FINANCE CHARGES Interest & Finance Charges was Rs. 329.99 lacs as compared to 333.56 lacs financial year 2004-05 which are more or less same. DEPRECIATION Depreciation is Rs. 250.61 lacs at 8.07% of sales in financial year 2005-06 as compared to 146.66 lacs at 6.32% of sales in financial year 2004-05. The increase in depreciation was due to increase in investment of Rs. 343.13 lacs in fixed assets during financial year 2005-06. In financial year 2004-05 depreciation on additional fixed assets were charged from the date of their installation as compared to year 2005-06 the depreciation were charged on those assets for whole year. PROFIT BEFORE TAX Profit before Tax was Rs. 360.69 lacs at 11.60% of sales in financial year 2005-06 as compared to 152.68 lacs at 6.58% of sales in the financial year 2004-05. During the year 2005-06 total income grew by 34% to 3109.07 lacs from Rs. 2322.03 lacs during 2004-05. The growth in revenue made the incremental profit. PROFIT AFTER TAX The profit after tax was Rs. 319.23 lacs at 10.27% of total income in financial year 2005-06 as compared to 90.08 lacs at 3.88% of total income in fiscal 2005. The increase in profit was mainly on account of increase in revenue.

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COMPARISON OF THE FINANCIAL YEAR 2004-05 WITH FINANCIAL YEAR 2003-04 TOTAL INCOME Our total income for the financial year 2004-05 was Rs. 2322.03 lacs as compared to Rs. 895.12 lacs in the financial year 2003-04. In financial year 2004-05 companys expansion project of 120 MT capacity started commercial production. The increase in production capacity from the earlier level of 65 MT capacity generates sales revenue of the company more than double as compared to the sale of last financial year 2003-04. EXPENSES: MANUFACTURING COST Manufacturing Expenses for the financial year 2004-05 were Rs. 2007.59 lacs at 86.46% of sales as compared to Rs. 799.09 lacs at 90.46% in the financial year 2003-04. The increase in inventory during the financial year 2004-05 was 17.71% of sales as compared to increase in inventory were 3.28% of sales in financial year 200304. By considering the adjustment of increase or decrease of inventory in the manufacturing exp. the adjusted manufacturing expenses was 68.75% of sales during financial year 2004-05 and 87.19% of sales during financial year 2003-04. The decrease in manufacturing expenses as percentage of sales is mainly on account of increase in production of more than double from the production of financial year 2003-04. The company also replaced the old furnace with the new one and the installation of various automatic and efficient machinery in the production process has reduced the manufacturing cost of the product during financial year 2004-05. STAFF COST Staff cost was Rs. 61.64 lacs at 2.65% of sales in financial year 2004-05 as compared to Rs. 16.75 lacs at 1.90% of sales in financial year 2003-04. In financial year 2004-05 company has started its expansion project for which there was recruitment of additional labor to operate the new automatic plant, therefore the staff cost were significantly increase as compared to the previous year 2003-04 ADMINISTRATIVE & OTHER EXPENSES Administrative & other expenses were Rs. 31.11 lacs at 1.34% of sales in financial year 2004-05 as compared to Rs. 10.19 lacs at 1.15% of sales in financial year 2003-04. In Financial year 2004-05 the first year of operation of automatic plant which sought various administrative expenses and insurance of new machineries and building and there were also increase in revenue by more than double as compared to previous year, therefore the administrative and other expenses were significantly increase as compared to the previous year 2003-04. INTEREST & FINANCE CHARGES Interest & Finance Charges were Rs. 333.56 lacs at 14.37% of sales in financial year 2004-05 as compared to Rs. 45.63 lacs at 5.17% of sales in financial year 2003-04. For the expansion project of 120MT, company has taken long term loan from the banks. The interest on the borrowings till commencement of commercial production was capitalized by adding to the cost of the relative fixed assets in accordance with AS-16 dealing with Borrowing Cost. Therefore, the interest on borrowing of new project were capitalized during financial year 2003-04 and in the financial year 2004-05 it was charged to revenue immediately after the commencement of new project. There was increase in cash credit limit also during financial year 2004-05 which subsequently increase the interest and finance charge for the year. DEPRECIATION Depreciation is Rs. 146.66 lacs at 6.32% of sales in financial year 2004-05 as compared to 45.67 lacs at 5.17% of sales in financial year 2003-04. The increase in depreciation was due to commencement of commercial production of new project. The fixed assets of expansion project were depreciate for whole year in financial year 2004-05 as against only for half month in financial year 2003-04 because the commercial production of new project were start in last month of financial year 2003-04.

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PROFIT BEFORE TAX Profit before Tax was Rs. 152.68 lacs at 6.58% of total revenue in financial year 2004-05 as compared to 6.17 lacs at 0.69% of total revenue in the financial year 2003-04. The reasons of increase in profit before tax were increase in revenue from Rs. 895.12 lacs to Rs. 2322.03 lacs, decrease in manufacturing expenses on account of commencement of automatic plant. PROFIT AFTER TAX The profit after tax was Rs. 90.08 lacs at 3.88% of total income in financial year 2004-05 as compared to 0.37% in financial year 2003-04.

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COMPARISON OF THE FINANCIAL YEAR 2003-04 WITH FINANCIAL YEAR 2002-03 TOTAL INCOME In financial year 2003-04 the company was in process to establish new automatic plant at the production site. The operations of the company were stopped during establishment of new plant. Therefore, the production during 2003-04 was disturbed and the sales down to Rs. 883.33 lacs in financial year 2003-04 as compared to Rs. 1181.52 lacs in financial year 2002-03. EXPENSES MANUFACTURING EXPENSES In financial year 2003-04 the production days were less as compare to production days in fiscal 2003. The adjusted manufacturing expenses were Rs. 770.16 lacs at 87.19% of sales in financial year 2003-04 as compared to 1041.22 lacs at 88.13% of sales in financial year 2002-03. STAFF COST Staff cost was Rs. 16.75 lacs at 1.90% of sales in financial year 2003-04 as compared to Rs. 18.63 lacs at 1.58% of sales in financial year 2002-03. There was marginal decrease in staff cost due to decrease in the number of production days. ADMINISTRATIVE & OTHER EXPENSES Administrative & other expenses were Rs. 10.19 lacs at 1.15% of sales in financial year 2003-04 as compared to 27.76 lacs at 2.35% of sales in financial year 2002-03. In financial year 2002-03 company paid sales commission of Rs. 18.96 lacs to selling agents. In financial year 2003-04 the company had not incurred any expenses on sales commissions. INTEREST & FINANCE CHARGES Interest & Finance Charges were Rs. 45.63 lacs at 5.17% of total income in financial year 2003-04 as compared to Rs. 36.26 lacs at 3.12% of sales in financial year 2002-03. The Increase in interest & finance charges was due to increase in borrowings. DEPRECIATION Depreciation was Rs. 45.67 lacs at 5.17% of sales in financial year 2003-04 as compared to 36.81 lacs at 3.12% sales in financial year 2002-03. The increase in depreciation is due to increase in fixed assets. PROFIT BEFORE TAX The profit before tax was Rs. 6.17 lacs at 0.69% of total income in financial year 2003-04 as compared to Rs. 22.20 lacs at 1.88% of total income in financial year 2002-03. Decrease in profit before tax is mainly due to decrease in revenue. PROFIT AFTER TAX The profit after tax was Rs. 3.27 lacs at 0.37% of total income in financial year 2003-04 as compared to Rs. 14.17 lacs at 1.20% of total income in financial year 2002-03. Decrease in profit after tax is mainly due to decrease in revenue.

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INFORMATION REQUIRED AS PER CLAUSE 6.10.5.5 (a) OF SEBI DIP GUIDELINES Unusual or infrequent events or transactions There have been no unusual or infrequent events or transactions. Significant economic changes There are no significant economic changes that will affect the industry. Known trends or uncertainties that have had or are expected to have a material adverse impact on income from operations The companys product range will not be affected by the vagaries of seasons or sudden surges in the market Future relationship between costs and revenues The profitability of the company will increase with the additional facilities to be provided in terms of the present project Extent to which material increases in revenues With the completion of the proposed project the Company will be positioned to take advantage of the opportunities in the market. Total revenue of the industry segment in which the Company operates. The company operates only in one industry segment i.e. manufacturing of glass products and the total revenue of the company represents revenue derived from that segment only Seasonality of business The company being in the cyclical industry operating results has historically fluctuated on a yearly basis and may fluctuate in future depending on a number of factors including fluctuation in rupee value, import tariff, domestic duties and taxes, changes in relationship between and revenue and cost and consolidation in the glass industry, effect of seasonality, availability of raw material, change of Govt. policies, addition of new machinery and other general economical and business factors. Due to all or any of these factors it is possible that in some future year the companys operating results may vary from the expectations of share holders, market analysis and public. Dependence on single or few customers The company is not dependent on single or few customers. Competitive Conditions There has been an increase in the cost of Raw material and Chemical since last financial year and if similar trend continues, the companys bottom line would be affected.

140

Changes in Accounting Policies in the last three years The Changes in accounting policies if any, during the preceding three years are disclosed as part of Auditors report CONFLICT OF INTEREST There is no conflict of interest between the issuer company and the other companies in its group as no other company / firm is carrying on similar business.

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BRIEF DETAILS OF THE WORKING CAPITAL AND TERM LOANS FACILITIES AVAILED BY THE COMPANY.

The company has obtained working capital facility from State Bank of India. Bank
Limits enjoyed by the Company Name of existing Bankers and details A) STATE BANK OF INDIA i) Working Capital State Bank of India vide their letter no: SIB: ADV: 04-05/37, dated 24.05.2004 has provided working Capital facilities of Rs.700 lacs, details of which are as follows: Facility CashCredit LC Limit DDP Limit Primary Security Working Capital facility 700.00 Lacs 25.00 Lacs 25.00 Lacs Hypothecation of all kinds of stocks viz, Raw materials, Stock in process, finished goods including stock and stock in transit, and receivable assignment of cheque/drafts, future and present and extension of charge on all current assets of the company. First pari passu charge on all the fixed assets of the company including equitable mortgage of companys factory land and building. First pari passu charge on the residential property at No: 79, Durga Nagar, Firozabad, standing in the name of Sri. Kunwar Sen. First pari passu charge on all the fixed assets of M/s Jagadish Glass Works (P) Ltd. Personal guarantee of Shri Bimal Chand Agarwal, Shri. Suresh Chand Agarwal, Smt. Sudha Rani Agarwal, Smt. Anupama Agarwal and Shri. Nitin Agarwal. Corporate Guarantee of M/s Jagadish Glass Works (P) Ltd., Third Party Guarantee of Sri. Kunwar Sen Rs. 805.20 lakhs

Collateral Security

Guarantor

Amount Outstanding as on 31.07.2006

Term Loan - 1: Nature of Facility Rate of Interest Primary Security Collateral Security Term loan of Rs. 1490.00 Lacs For FCNR Term Loan (6 months LIBOR + 2.5%)* For Rupee Term Loan 13.25% First pari passu charge on all the fixed assets of the company including equitable mortgage of companys factory land and building First pari passu charge on the residential property at No: 79, Durga Nagar, Firozabad, standing in the name of Sri. Kunwar Sen First pari passu charge on all the fixed assets of M/s Jagadish Glass Works (P) Ltd. Personal guarantee of Shri Bimal Chand Agarwal, Shri. Suresh Chand Agarwal, Smt. Sudha Rani Agarwal, Smt. Anupama Agarwal and Shri. Nitin Agarwal. Corporate Guarantee of M/s Jagadish Glass Works (P) Ltd., Third Party Guarantee of Sri. Kunwar Sen As on 27.09.06 Rs. 1336.92 lacs

Guarantor

Amount of Loan

142

Outstanding As on date

Term Loan - 2: State Bank of Hyderabad (SBH) vide their letter no: F/ADV: 673, dated 18.02.2003 has provided Term Loan facilities of Rs. 500.00 lacs, details of which are as follows: Nature of Facility Rate of Interest Primary Security Collateral Security Term loan of Rs. 500.00 Lacs For FCNR Term Loan (6 months LIBOR + 2.5%)* For Rupee Term Loan SBH PTLR + 2.5% Pari passu charge on all the fixed assets of the company present and future, including equitable mortgage of factory land and building First pari passu second charge on current assets of the company Extension of pari passu charge on fixed & current assets of M/s Jagadish Glass Works (P) Ltd. Residential property at No: 79, Durga Nagar, Firozabad, standing in the name of Sri. Kunwar Sen Personal guarantee of Shri Bimal Chand Agarwal, Shri. Suresh Chand Agarwal, Smt. Sudha Rani Agarwal, Smt. Anupama Agarwal and Shri. Nitin Agarwal. Rs. 461.46 lacs (Balance in USD 1008300 converted @ Rs.46.04 per US$)

Guarantor

Amount of Loan Outstanding As on 31.07.2006

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SECTION V: LEGAL AND OTHER INFORMATION

OUSTANDING LITIGATIONS AND DEFAULTS

Except as described below, as of the date of this draft prospectus, there are no outstanding litigation against our Company, our Directors, our promoter and group companies or any suits or criminal or civil prosecutions, proceedings or tax liabilities defaults, non payment of statutory dues, over dues to any debentures, bonds or fixed deposits, default in creation of full security as per the terms of the issue/other liabilities, proceedings initiated for economic/civil and other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph(i) of part of Schedule XIII of the Companies Act, 1956) against the Company. I Outstanding litigations Involving the company A. Filed against Company Litigations involving Tax Liabilities, Criminal, Securities, Economic, Statutory, Civil and Labor Laws There is no litigation against the company involving Tax Liabilities, Disputes involving Criminal, Securities, Economic, Statutory, Civil and Labor Laws. B. Filed by the Company Litigations involving Criminal, Securities, Economic, Statutory, Civil and Labor Laws There is no litigation filed by the company involving Tax Liabilities, Disputes involving Criminal, Securities, Economic, Statutory, Civil and Labor Laws except as mentioned below: 1. Pending Appeal under Income Tax There is an appeal case filed by our company before ITAT, Delhi Bench, Delhi against the orders of Commissioner of Income Tax (Appeals)-XI, New Delhi. details of which are given below. 2. Pending Revision under Sales Tax There is an revision case filed by our company before Honble High Court, Allahabad against the orders of Trade Tax Appellate Tribunals, Agra, details of which are given below. 3. Civil case pending There is a case filed by the company against U.P. State Electricity Board, Hydel Division, Firozabad against demand of Electricity penalty by U.P. State Electricity Board, the company got stay against demand from Honble Civil Judge (Sr. Division), Firozabad and the case is still pending, details of which are given below:

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Sl. No

Case No and Date Appeal filed number not allotted

Plaintiff/ Defendants M/s Balkishan Agarwal Glass Industries Ltd. vs. Commissione r of Income Tax , Delhi. M/s Balkishan Agarwal Glass Industries Ltd. vs. Commissione r of Trade Tax, U.P., Lucknow M/s Balkishan Agarwal Glass Industries Ltd. vs. UP State Electricity Board, Hydel Division, Firozabad

Name of the Court Income Tax Appellate Tribunal, Delhi Bench, Delhi

Amount involved Tax Demand of Rs. 2,30,732 (against which Rs. 1,34,841 has been deposited) Demand of Rs. 46,896.50 (against which Rs. 46,897 has been deposited)

1.

Subject matter at the case and Relief of sought Income tax assessment for the AY 2001-02 Disallowance of Expenses and consequent demand of tax

Status as on date Appeal pending in ITAT, Delhi.

2.

475/1999

Honble High Court, Allahabad

Dispute u/s 3B of UP Sales Tax Act

Revision is still pending

3.

78197 of 1997

Honble Civil Court, Senior Division, Firozabad

Rs.2089043 . No provision made. The amount is shown as contingent liability.

Penalty imposed by the Uttar Pradesh Electricity Board, against which the company has filed a suit before the Honble Civil Court and obtained interim stay.

The petition is pending

3. Amount owed to Small Scale Undertaking Amount outstanding to small-scale undertaking as on 30.06.2006 is Rs. 2978570/-.

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MATERIAL DEVELOPMENTS Material developments after the date of the last balance sheet In connection with the initiatives undertaken for debottlenecking and improving production processes, operations in the factory had to be suspended during the year. Adverse events Except as mentioned under Material Developments after the date of the last balance sheet there were no adverse events affecting the operations of the Company occurring within one year prior to the date of filing of the Draft Prospectus.

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GOVERNMENT APPROVALS/ LICENSING ARRANGEMENTS Sr.No. 1. 2. Name of License/Registration Certificate of Incorporation Fresh Certificate of Incorporation (Conversion into Public Limited Company) Importer Exporter Code (IEC) Licensing/Registering Authorities Registrar of Companies, New Delhi & Haryana Dy/Asstt. Registrar of Company, Delhi & Haryana Office of the Joint Director General of Foreign Trade, New Delhi. Sales Tax office, Firozabad Sales Tax Office, Firozabad Commissioner of Income Tax, Delhi. District Industries Centre, Firozabad Office of the Central Excise, Firozabad Office of the Central Excise, Firozabad Income Tax Department, Delhi Office of the Regional Provident Fund Commissioner, Kanpur Office of the Regional Provident Fund Commissioner, Kanpur Registration no. 55- 38854 of 8.01.1990 Amended Certificate issued on 08.07.2002 0502051183 dated. 13.11.2002

3.

4. 5. 6. 7. 8. 9. 10. 11

Registration certificate of Central Sales Tax Registration certificate of U.P. Trade Tax Permanent Account Number Registration under Small Scale Industries Registration under Service Tax Registration under Central Excise Tax Deduction Account Number Provident Fund Number

CST-FD-5102604 dated. 19.12.1989 UP-FD- 0113626 dated. 19.12.1989 AABCS2870C 20630113PMTSSI63 dated. 29.03.1990 226/CTA/ST/FZD/05 dated. 24.03.2005 AABCS2870CXM001 Dated 26.05.2003 DELS24071F dt.04.08.2004 90039/Enforcement/U.P./19102 Dated 17.01.1994 K/New Coverage/C-1511/2003 Dated. 20.09.2003

12

Registration under E.S.I.

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SECTION VI: REGULATORY AND STATUTORY DISCLOSURES AUTHORITY FOR THE ISSUE The Board of Directors of the company (hereinafter referred to as The Board) pursuant to a Resolution passed at the Meeting held on 20th October 2006 have decided to offer 5715000 Equity shares of Rs. 10/- each at a premium of Rs. 60/- per share (At a Price of Rs. 70/- per share) aggregating to Rs. 4000.50 lacs The shareholders of the company, vide a special resolution passed under section 81(1A) of the Companies Act, 1956 at the Extra ordinary General Meeting held on 14 th October 2006 have authorized the issue of equity shares. PROHIBITION BY SEBI The Company, its Promoters, Directors or any of the Company's associates or group companies with which the Directors of the Company are associated as Directors or Promoters have not been prohibited from accessing the capital market under any order or direction passed by SEBI. ELIGIBILITY In terms of clause 2.2.1 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and amendments thereof, Shri Balkishan Agarwal Glass Industries Limited is eligible to make a Public Issue of equity shares as explained below: Net Tangible Assets of the company are more than Rs. 3 Crore for past three years (of 12 months each) and further not more than 50% of the same is held in monetary assets. Net worth of the company has been more than Rs. 1 Crore in each of the past three years. The Company has a track record of distributable profits as per section 205 of the Companies Act, 1956 for at least three out of immediately preceding five years. The proposed Offer size does not exceed five times the pre-offer net worth as per the audited accounts for the years ended on 31.03.2006. The prospective number of allottees will not be less than one thousand (1000) in number.

The distributable profits as per Section 205 of the Companies Act, 1956, net worth, net tangible assets and monetary assets for the past three years are as follows: (Rs. in Lacs) 31st March 2006 319.23 4550.66

Particulars Distributable Profits (i.e. profit after tax) Net Tangible Assets (Net block of fixed assets + Investments + Net Current Assets- Deferred Tax Liability) Net worth (Share Capital + Reserves) Monetary Assets Monetary Assets as a percentage of Net Tangible assets (%)

31st March 2004 3.28 3119.71

31st March 2005 90.08 4339.77

1090.19 28.33 0.91%

1606.14 200.89 4.63%

1724.57 6.95 0.15%

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DISCLAIMER CLAUSE

AS REQUIRED A COPY OF THIS PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THIS PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE PROSPECTUS. LEAD MANAGER M/S. BOB CAPITAL MARKETS LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI GUIDELINES FOR DISCLOSURES AND INVESTOR PROTECTION IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY AND THE OFFEROR IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE PROSPECTUS, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, M/S. BOB CAPITAL MARKETS LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 08, 2006 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATION 1992 WHICH READS AS FOLLOWS: (i) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE PROSPECTUS PERTAINING TO THE SAID PUBLIC ISSUE. (ii) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE PUBLIC ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY. WE CONFIRM THAT: (a) THE PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE PUBLIC ISSUE; (b) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID PUBLIC ISSUE, AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANOTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND (c) THE DISCLOSURES MADE IN THE PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED PUBLIC ISSUE. (d) BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE PROSPECTUS ARE REGISTERED WITH SEBI AND TILL DATE SUCH REGISTRATION IS VALID. THE FILING OF THE PROSPECTUS DOES NOT, HOWEVER ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE COMPANIES ACT, 1956, OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED PUBLIC ISSUE. SEBI FURTHER

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RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE LEAD MANAGER FOR ANY IRREGULARITIES OR LAPSES IN THE PROSPECTUS. THE PROMOTERS / DIRECTORS OF SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED i.e. BIMAL CHAND AGARWAL; MANOJ AGARWAL; NANAK CHAND AGARWAL; SURESH CHAND AGARWAL; NITIN AGARWAL; MADAN CHATURVEDI; W. RAMA RAO; NEERAJ AGARWAL; MITHUN SINGH TARKAR; PRATEEK AGARWAL DO HEREBY DECLARE AND CONFIRM THAT NO INFORMATION/MATERIAL LIKELY TO HAVE A BEARING ON THE DECISION OF INVESTORS IN RESPECT OF THE SHARES OFFERED IN TERMS OF THIS DRAFT PROSPECTUS HAS BEEN SUPPRESSED WITHHELD AND / OR INCORPORATED IN THE MANNER THAT WOULD AMOUNT TO MIS-STATEMENT/MISREPRESENTATION AND IN THE EVENT OF ITS TRANSPIRING AT ANY POINT IN TIME TILL ALLOTMENT/ REFUND, AS THE CASE MAY BE, THAT ANY INFORMATION/MATERIAL HAS BEEN SUPPRESSED/WITHHELD AND/ OR AMOUNTS TO A MIS-STATEMENT/MISREPRESENTATION, THE PROMOTERS/ DIRECTORS UNDERTAKE TO REFUND THE ENTIRE APPLICATION MONIES TO ALL SUBSCRIBERS WITHIN 7 DAYS THEREAFTER WITHOUT PREJUDICE TO THE PROVISIONS OF SECTION 63 OF THE COMPANIES ACT. DISCLAIMER IN RESPECT OF JURISDICTION This Offer is being made in India to persons resident in India (including Indian nationals resident in India who are majors, Hindu Undivided Families, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the Societies Registration Act, 1860, or any other Trust law and who are authorized under their constitution to hold and invest in shares) and to NRIs and FIIs as defined under the Indian laws. This Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to securities issued hereby in any other jurisdiction. Any person into whose possession this Prospectus comes is required to inform himself about and to observe any such restrictions. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in India only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Prospectus has been submitted to the SEBI. Accordingly, the equity shares represented thereby may not be offered or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Shri Balkishan Agarwal Glass Industries Limited since the date hereof or that the information contained herein is correct as of any time subsequent to this date. DISCLAIMER CLAUSE OF THE BOMBAY STOCK EXCHANGE LIMITED, MUMBAI (BSE) (DESIGNATED STOCK EXCHANGE) The Bombay Stock Exchange Ltd. has given the permission to Shri Balkishan Agarwal Glass Industries Limited vide its letter no. Dated to use their name in this Prospectus as the stock exchange on which the equity shares are proposed to be listed. The Bombay Stock Exchange, Mumbai has scrutinized this Prospectus for their limited internal purpose of deciding on the matter of granting the aforesaid permission to Shri Balkishan Agarwal Glass Industries Limited. The exchange does not in any manner: a. warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus or b. warrant that the securities will be listed or will continue to be listed on the Exchange, or c. take any responsibility for the financial or other soundness of Shri Balkishan Agarwal Glass Industries Limited, its promoters, its management or any scheme or project of Shri Balkishan Agarwal Glass Industries Limited; and it should not, for any reason be deemed or construed that this Prospectus has been cleared or approved by the exchange. Every person who desires to apply for or otherwise acquires any securities of this issuer may do so pursuant to an independent inquiry or any investigation and analysis and shall not have any claim against the exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in

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connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. CAUTION STATEMENT The Issuer Company and the Lead Manager accepts no responsibility for statements made otherwise than in this Prospectus or in the advertisement or in any other material issued by or at the instance of the issuer and the Lead Manager and any one placing reliance on any other source of information would be doing so at his/her/their own risk. FILING A copy of this Prospectus has been filed with SEBI Mumbai at Sebi Bhawan, Plot No.C-4A, G Block, Bandra Kurla Complex, Bandra East, Mumbai 400 051, and Bombay Stock Exchange Ltd. (BSE) where the equity shares of the company are proposed to be listed. LISTING The Equity shares of the Company are proposed to be listed on The Bombay Stock Exchange Limited (BSE) (The Designated Stock Exchange). The Company has received in-principle approval from BSE vide its letter no.. Dated for listing of the equity share being issued in terms of this Prospectus. If the permission(s) to deal in and for an official quotation of the equity shares is not granted by the Stock Exchange, the Company shall forthwith repay, without interest, all monies received from the applicants. In case of delay interest shall be paid in accordance with the provisions of Section 73 of the Act. IMPERSONATION Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies Act, which is reproduced below: Any person who: (a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.

CONSENTS Consents in writing of the Directors, the Auditors, Bankers to the Company, Lead Managers to the Public Issue, Registrar to the Public Issue, Legal Advisor to the Public Issue and Bankers to the Public Issue to act in their respective capacities, have been obtained and shall be filed along with a copy of the Prospectus with the Registrar of Companies, New Delhi, under Section 60 of the Companies Act and such consents have not been withdrawn up to the time of delivery of the Prospectus for registration. EXPERT OPINION The company has not obtained any expert opinions. EXPENSES OF THE ISSUE The total expenses of the issue are estimated to be around 7% of the issue size. All expenses with respect to the issue would be met out of the proceeds of the issue. The split of issue expenses is as under: -

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Particulars Issue Management Fees Printing, Stationery & Dispatch Selling commission/brokerage/advertisements etc Registrars Expenses Other Statutory Costs Total FEES PAYABLE TO LEAD MANAGER

Amount 80.00 80.00 90.00 20.00 10.00 280.00

The total fees payable to the Lead Manager will be as per the Memorandum of Understanding signed amongst the company and the Lead Manager, a copy of which is available for inspection at the Registered Office of Shri Balkishan Agarwal Glass Industries Limited FEES PAYABLE TO REGISTRAR TO THE PUBLIC ISSUE The total fees payable to the Registrar to the Public Issue will be as per the Memorandum of Understanding signed amongst the company and the Registrar to the Public Issue, a copy of which is available for inspection at the Registered Office of Shri Balkishan Agarwal Glass Industries Limited FEES PAYABLE TO BANKERS TO THE PUBLIC ISSUE The total fees payable to the Bankers to the Public Issue will be as per the understanding of the Company with the Bankers to the Issue, a copy of which is available for inspection at the registered office of Shri Balkishan Agarwal Glass Industries Limited UNDERWRITING COMMISSION The present Public Issue is not being underwritten and hence no underwriting commission is payable. BROKERAGE Brokerage will be paid by the Company at the rate of 1.00% on the offer price of Equity Shares offered to the Public on the basis of allocation made against applications bearing the stamp of the members of any recognized Stock Exchanges in India in the brokers column. Brokerage at the same rate will also be payable to the Bankers to the Public Issue in respect of allotments made against applications procured by them provided the relevant forms of applications bear their respective stamps in the Broker's column. PREVIOUS ISSUE DETAILS The company has not made any issue of equity shares to the public prior to the present Public Issue. COMMISSION AND BROKERAGE ON PREVIOUS ISSUES No sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the equity shares since its inception. PROMISE V/S PERFORMANCE The company has not made any issue of equity shares to the public prior to the present Public Issue. ISSUE OTHERWISE THAN FOR CASH

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The Company had issued 2300 shares of Rs. 100 each (later subdivided into 10 shares of Rs.10 each) on 01.05.1990 against purchase of fixed assets viz. land at Survey No.442, Dholpura, Agra Road, Firozabad COMPANIES UNDER THE SAME MANAGEMENT There are no listed companies under the same management within the meaning of Section 370(1B) of the Act. OUTSTANDING DEBENTURES, BONDS AND PREFERENCE SHARES As of date, the company does not have any outstanding Debentures, Bonds or Preference shares. STOCK MARKET DATA FOR SHARES OF THE COMPANY The equity shares of the company are not listed on any stock exchange. INVESTOR GRIEVANCE REDRESSAL SYSTEM The Registrars and Transfer Agent will handle the investor grievances against the Company in consultation with the secretarial department of the Company. To handle the grievances received the company has appointed Shri Anuj Tiwari-as the Compliance Officer. He will supervise redressal of complaints received from the investors at the office of the Company as well as the Registrars to the Public Issue and ensure timely settlement. All grievances related to the offer may be addressed to the Registrar to the Public Issue quoting the application No. (Including prefix), Number of equity shares applied for, amount paid on application, date, Bank and branch/ Collection center where application was submitted. CHANGE IN AUDITORS There has been no change in auditors of the company since inception. CAPITALISATION OF RESERVES OR PROFITS The Company has not capitalized any reserves nor issued any bonus shares since inception. REVALUATION OF ASSETS The company has revalued its assets during 2005-06.

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SECTION VII: OFFERING INFORMATION TERMS OF THE ISSUE The equity shares being issued are subject to terms of this Draft Prospectus, the terms and conditions contained in the application form, the Memorandum and Articles of Association of the Company, provisions of the Act and letters of allotment/ Equity Share Certificates or other documents and the guidelines issued from time to time by the Govt. of India and Securities & Exchange Board of India. RANKING OF EQUITY SHARES The equity shares being offered shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu with the other equity shares of the Company in all respect. FACE VALUE AND ISSUE PRICE The Equity Shares with a face value of Rs.10/- each are being offered in terms of this Draft Prospectus at a price of Rs. 70.00 per share. At any point of time, there shall be only one denomination for the Equity Shares of the Company, subject to applicable laws. MODE OF PAYMENT OF DIVIDEND The declaration and payment of dividends will be recommended by our Board of Directors and our shareholders at their discretion, and will depend on a number of factors, including but not limited to our earnings, capital requirements and overall financial condition. RIGHTS OF THE EQUITY SHAREHOLDERS Subject to the applicable laws, the equity shareholders shall have the following rights: Right to receive dividend, if declared; Right to attend general meeting and exercise voting powers, unless prohibited by law; Right to vote on a poll either in person or by proxy; Right to receive offers for rights shares and be allotted bonus shares, if announced; Right to receive surplus on liquidation; and Such other rights, as may be available to a shareholder of a listed company under the Companies Act and Memorandum and Articles of Association of the Company. For further details on the main provisions of the Companys Articles of Association dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/ splitting, see Main Provisions of Articles of Association of the Company. MARKET LOT In terms of existing SEBI Guidelines, the trading in the Equity Shares of the Company shall only be in dematerialized form for all investors. Since trading of the Equity Shares is in dematerialized form/mode, the tradable lot shall be one equity share. NOMINATION FACILITY TO THE INVESTOR In accordance with Section 109A of the Companies Act, the sole or first applicant, along with other joint applicants, may nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicants, death of all the applicants, as the case may be, the Equity Shares transferred/allotted, if any, shall vest. A person being a nominee, entitled to the equity shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/transfer/alienation of equity share(s) by the person nominating. In accordance with

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Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either: a. to register himself or herself as the holder of the equity shares; or b. to make such transfer of the equity shares, as the deceased holder could have made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the equity shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the equity shares, until the requirements of the notice have been complied with. MINIMUM SUBSCRIPTION If the company does not receive the minimum subscription of 90% of the issued amount on the date of closure of the issue, or if the subscription level falls below 90% after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, the company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the company becomes liable to pay the amount, the company shall pay interest as per Section 73 of the Companies Act. ARRANGEMENTS FOR DISPOSAL OF ODD LOTS The equity shares of the Company will be listed/traded in compulsory demat mode. The market lot of the share will be 1 (One). The Company has not made any arrangements for the disposal of odd lot shares arising out of the issue. RESTRICTIONS, IF ANY, ON TRANSFER AND TRANSMISSION OF SHARES AND ON THEIR CONSOLIDATION/ SPLITTING: For a detailed description in respect of restrictions, if any, on transfer and transmission of shares and on their consolidation/splitting, please refer sub-heading Main Provisions of the Articles of Association of Shri Balkishan Agarwal Glass Industries Limited of this Prospectus.

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ISSUE PROCEDURE OPTION TO SUBSCRIBE Save as otherwise stated in this Draft Prospectus, the company has not given any person nor does it propose to give any person any option to subscribe to the shares of the Company. The investor shall have the option to subscribe to securities to be dealt with in a depository. The investor shall have the option to either to receive the security certificates or to hold the securities in demat form with a depository (i.e. not in the form of physical certificates but the fungible and be represented by the statement issued through electronic mode). HOW TO APPLY For Indian Resident Public The application (WHITE in Color) must be for a minimum of 75 equity shares and thereafter in multiples of 25 shares. The entire amount of Rs. 70/- per share is payable on application. AVAILABILITY OF APPLICATION FORMS AND PROSPECTUS Application forms with Memorandum containing salient features of the Draft Prospectus and copies of the Draft Prospectus under Section 56(3) of the Act may be obtained from the Registered Office of the Company, the Lead Managers to the Public Issue, Brokers to the Public Issue and the Bankers to the Public Issue named herein or from their branches as stated on the reverse of the application form. NOTE ON CASH PAYMENT (SECTION 269 SS) Having regard to the provisions of Section 269 (SS) of the Income Tax Act, 1961, subscriptions against applications for securities should not be effected in cash and must be effected only by Account Payee cheques or Account Payee bank drafts, if the amount payable is Rs. 20,000/- or more. In case payment is effected in contravention of this provision, the application is liable to be rejected. Application may be made by 1. Indian National Resident of India. 2. Hindu Undivided Families (HUF) through the Karta of the HUF. (Applications by HUF would be given the same treatment as that to applications by individuals) 3. Companies, Bodies Corporate and Societies registered under the applicable laws in India and authorized to invest in the shares. 4. Scientific and/or Industrial Research Organizations, which are authorized to invest in the equity shares. 5. Indian Mutual Funds registered with SEBI. 6. Indian Financial Institutions & Banks. 7. Trusts who are registered under the Societies Registration Act, 1860 or any other Trust Law and are authorized under their constitution to hold and invest in shares subject to provisions of Section 3A of the Bank Nationalization Act. 8. Commercial Banks and Regional Rural Banks. Co-operative Banks may also apply subject to permission from Reserve Bank of India. 9. Venture Capital Funds registered with SEBI. 10. Foreign Venture Capital Investors registered with SEBI. 11. State Industrial Development Corporation. 12. Provident Funds with minimum corpus of Rs. 2500 lacs and who are authorized under their constitution to hold and invest in equity shares. 13. Pension Funds with minimum corpus of Rs. 2500 lacs and who are authorized under their constitution to hold and invest in equity shares. 14. Multilateral and bilateral development financial institutions. 15. Permanent and Regular employees/Working Directors of the Bank. 16. Non Resident Indians (NRIs)/FIIs on repatriation basis.

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Applications not to be made by: a) Minors b) Partnership firms or their nominees c) Foreign Nationals (except NRIs) d) Pursuant to the existing regulations, Overseas Corporate Bodies (OCBs) PROCEDURE FOR APPLICATION APPLICATION BY RESIDENT INDIAN PUBLIC 1. Application must be made only: a. On the prescribed Application Form (WHITE in color) accompanying this Prospectus and completed in full in BLOCK LETTERS in English, except signature(s) in accordance with the instructions contained herein and in the application form and is liable to be rejected if not so made. For a minimum of 100 Equity Shares and in multiples of 100 thereafter. In single name or joint names (not more than three); By Indian Nationals resident in India, and In the names of individuals, limited companies or statutory corporations/institutions and NOT in the names of Minors, Foreign Nationals, Non-Residents, trusts, (unless the Trust is registered under the Societies Registration Act, 1860 or any other applicable Trust laws and is authorized under its constitution to hold shares and debentures in a Company), Hindu Undivided Families, partnership firms or their nominees. In case of HUF, application shall be made by the Karta of the HUF.

b. c. d. e.

2.

An applicant in the net public category cannot make an application for that number of securities exceeding the number of securities offered to the public. Payment should be made in cash or by cheques/Bank Draft drawn on any bank (including a Co-operative Bank) which is situated at and is a Member or Sub-member of the Banker's Clearing House located at the place where the application is submitted. A separate cheque or Bank draft should accompany each application form. Applicants should write the Share Application Number on the back of the Cheque /draft. Outstation Cheques will not be accepted and applications accompanied by such cheques drawn on outstation banks are liable for rejection. Money Orders/Postal Orders will not be accepted. All Cheques or Bank Drafts must be payable to any of the Bankers to the Public Issue with whom the application is lodged and marked A/c- BKGL - PUBLIC ISSUE" and crossed "Account Payee Only" (e.g. State Bank of India A/c BKGL Public Issue). All application Forms duly completed together with cash/ cheque/bank draft for the amount payable on application must be delivered before the closing of the subscription list to any of the Bankers to the Public Issue named herein or to any of their branches mentioned on the reverse of Application Form, and NOT to the Company or to the Lead Managers to the Public Issue or to the Registrars to the Public Issue. No receipt will be issued for the application money. However, Bankers to the Public Issue and/or their branches receiving the applications will acknowledge receipt by stamping and returning acknowledgment slip at the bottom of each application form. When an application for Equity Shares is for a total value of Rs.50,000/- or more, the applicant or in the case of application in joint names each applicant should mention his/her Permanent Account Number(PAN) allotted under the Income Tax Act, 1961 or where the same has not been allotted, the GIR Number and the IT Circle, Ward, District. In case neither PAN, GIR Number has been allotted mention of

3.

4.

5.

6.

7.

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"Not Allotted" must be made in the place provided. Application Form without this information will be considered incomplete and is liable to be rejected. 8. All Cheques/Bank Drafts accompanying the application form should contain the Application Form Number on the reverse of the instrument. The applicant should fill in the details of his/her bank account in the space provided in the application form failing which the application is liable to be rejected.

9.

10. Having regard to the provisions of Section 269 (SS) of the Income Tax Act, 1961, subscriptions against applications for securities should not be effected in cash and must be effected only by Account Payee cheques or Account Payee bank drafts, if the amount payable is Rs. 20,000/- or more. In case payment is effected in contravention of this provision, the application is liable to be rejected. 11. Applicants residing at places where the designated branches of the Banker to the Issue are not located may submit/mail their applications at a their sole risk along with Demand Draft payable at Cochin only payable to BKGL - Public Issue For further instructions please read Application Form carefully. APPLICATION BY NON RESIDENT INDIANS (NRIs)/FOREIGN INSTITUTIONAL INVESTOR (FIIs) 1. Applications by Non-Resident Indians/FIIs must be made only: a. In the prescribed Application Form and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Application Form. Applications not so made are liable to be rejected. For a minimum of 100 Shares and in multiples of 100 thereof. In single or joint names (not more than three). In the names of individuals, (not in the names of minors or their nominees) of Indian nationality/origin.

b. c. d. 2.

Under the Foreign Exchange Management Act, 1999 (FEMA) general permission is granted to the companies vide notification no. FEMA/20/2000-RB dated 03/05/2000 to issue and export securities to NRIs/OCBs subject to the terms and conditions stipulated therein. The Companies are required to file the declaration in the prescribed form to the concerned Regional Office of RBI within 30 days from the date of issue of shares for allotment to NRIs with repatriation basis. Application forms properly completed together with cheques/bank drafts for the amount payable on application at the rate of Indian Rs. 70/- or equivalent of Indian Rs. 70/- remitted through normal banking channels or funds held in Non-Resident External (NRE) Accounts/Foreign Currency Non-Resident (FCNR) Accounts maintained with banks authorized to deal in foreign exchange in India along with documentary evidence in support of the remittance, must be delivered before the close of the subscription list to those branches of the Bankers to the Public Issue at places mentioned against their names in the application forms. NRIs wishing to pay through NR (O) Accounts shall not use the form meant for NRIs and must apply only in the form meant for Resident Indian Public. All cheques/bank drafts should be made payable to the Bankers to the Issue with whom the application forms are lodged. All cheques or bank drafts should be crossed A/c Payee Only. All cheques/bank drafts should be marked (Name of the Bank) BKGL - Public Issue - NRIs/FIIs. A separate

3.

4.

5.

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cheque/bank draft must accompany each application form. NRI application forms can be obtained, on request, from the Registered Office of the Company and the Lead Managers to the Issue. 6. Allotment of Equity Shares to Non-Resident Indians shall be subject to the prior approval of the Reserve Bank of India. Applicants are requested to mention the number of application form on the reverse of the instrument to avoid misuse of instrument submitted along with the application for shares. Applicants are advised in their own interest, to indicate the name of the bank and the savings or current a/c no in the application form. In case of refund, the refund order will indicate these details after the name of the payee. The refund order will be sent directly to the payees address.

7.

For further instructions please read the Application Form carefully. In case of Mutual Funds a separate application can be made in respect of each scheme of the Fund registered with SEBI and such application will not be treated as multiple applications provided the applications made by the AMCS/Trustees/ Custodian clearly indicate their intention as to each scheme concerned to which application has been made. APPLICATIONS WHICH ARE NOT COMPLETE IN EVERY RESPECT OR ARE IN CONTRAVENTION OF ANY PROVISIONS/INSTRUCTIONS CONTAINED IN THIS PROSPECTUS OR IN THE MEMORANDUM CONTAINING SALIENT FEATURES OF PROSPECTUS ARE LIABLE TO BE REJECTED.

GENERAL INFORMATION

The applicant seeking allocation of shares in the electronic form must necessarily fill in the details (including the Beneficiary Account Number and Depository Participants ID Number) appearing under the heading Request for shares in electronic form. An applicant who wishes to apply for shares in the electronic form must have at least one Beneficiary Account with any of the Depository Participant (DP) of NSDL/CDSL registered with SEBI, prior to the application. Shares allotted to an applicant in the electronic form will be credited directly to the respective Beneficiary Account (with a DP). For subscription in electronic form, names in the share application form should be identical to those appearing in the account details in the Depository. In case of joint holders, the name should necessarily be in the same sequence as they appear in the account details in the Depository. Non-transferable allotment letters/ refund orders will be directly sent to the applicant by the Registrar to the present Public Issue, The applicant is responsible for the correctness of the applicant demographic details given in the share application form vis--vis those with his/her DP. It may be noted that electronic shares can be traded only on the stock exchanges having electronic connectivity with NSDL/CDSL. The applicant should note that on the basis of the name of the Applicant, Depository Participants name, Depository Participants identification number and beneficiary account number provided by them in the Application Form, the Registrar to the Offer may obtain applicants correspondence address from the said Depository Account of the Applicant .The applicants are advised to update the correct correspondence address in their respective DP A/cs.

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INVESTORS SHOULD NOTE THAT TRADING IN SECURITIES OF THE COMPANY SHALL BE IN DEMATERIALISED FORM ONLY. JOINT APPLICATIONS: An application may be made in single or in joint names (not more than three). In the case of joint application, refund/pay order (if any), dividend/interest warrants etc., will be made out in the name of the first applicant and all communications will be addressed to the applicant whose name appears first and at his/her address stated in the Application. MULTIPLE APPLICATIONS: An applicant should submit only one application (and not more than one) for the total number of Equity shares required. Two or more applications in single and/or joint names will be deemed to be multiple applications if the sole and/or first applicant is one and the same. The Board of Directors reserves the right to reject in its absolute discretion all or any multiple applications without assigning any reason. However employees may apply in the public offer. In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the applications made by the Asset Management Company/Trustees/Custodian clearly indicate their intention as to the scheme for which the application has been made. Application made by permanent/regular employees of the company both under the reserved category for employees as well as in the net public offer shall not be treated as multiple applications. A separate single cheque/draft must accompany each application form. APPLICATION UNDER POWER OF ATTORNEY OR BY LIMITED COMPANIES: In the case of applications under Power of Attorney or by Limited Companies or Corporate Bodies, the relevant power of attorney or the relevant authority as the case may be, or a duly certified copy thereof must be attached to the application form or must be lodged separately at the office of the Registrars to the Issue, simultaneously with the submission of the application form mentioning the serial number of the application form and the bank branch where the application has been submitted, failing which the application is liable to be rejected. Thumb impression or signature in languages other than the languages specified in the eighth schedule must be attested by a Magistrate or Notary Public or a special Executive Magistrate under his official seal. APPLICATION (S) WILL NOT BE ACCEPTED BY THE LEAD MANAGERS OR REGISTRARS TO THE PUBLIC ISSUE SECTION 269 SS OF INCOME TAX, 1961 In respect of all the categories eligible to apply in this issue, having regard to the provisions of Sec 269SS of the Income Tax Act, 1961 the subscriptions against these applications should not be effected in cash and must be effected by an Account Payee Cheques/Draft, if the amount payable is Rs. 20000/- or more. In case the payment is effected in contravention of this provision, the applications are liable to be rejected. DISCLOSURE OF P.A.N. / G.I.R. NUMBER: Where an application for allotment of securities is for a total value of Rs.50,000/- or more i.e., the total number of securities applied for multiplied by the issue price is Rs.50,000/- or more the applicant or in case of application in joint names, each of the applicants, should mention his / her permanent account number allotted under the Income Tax Act, 1961 or where the same has not been allotted, the GIR Number and the Income Tax

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Circle / Ward / District. In case where neither the permanent account number nor GIR Number has been allotted, the fact of non-allotment should be mentioned in the application form. Application forms without this information will be considered incomplete and will be liable to be rejected. PARTICULARS RELATING TO SAVING BANK / CURRENT ACCOUNT NUMBER: The applicant shall have to mention particulars relating to his saving bank / current account number and the name of the bank with whom such account is held in the respective spaces provided in the application form, to enable the registrars to print the said details in the refund orders after the names of the payee to prevent fraudulent encashment of refund order(s). Application forms without this information will be considered incomplete and will be liable to be rejected. RIGHTS TO REJECT The Company reserves the right to reject any Application on technical grounds. Consequent refunds shall be made by cheque or pay order or draft and will be sent to the applicants address at the applicants risk. Grounds for Technical Rejections Applicants are advised to note that Applications are liable to be rejected on among others on the following technical grounds: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Amount paid doesnt tally with the amount payable for the Equity Shares applied for; Bank account details (for refund) are not given; Age of First Applicant not given; Application by minors; PAN or GIR Number not given if application is for Rs. 50,000 or more; Application for lower number of Equity Shares than specified for that category of investors; Application at a price less than the offer price; Application at a price higher than the stated price; Application for number of Equity Shares, which are not in multiples of 100. Category not ticked; Multiple applications In case of application under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted; Application Form does not have Applicants depository account details; Application Forms are not delivered by the applicant within the time prescribed as per the Application Form, Issue Opening Date advertisement and this Prospectus and as per the instructions in this Prospectus and Application Form; or Applications not duly signed by the sole/joint Applicants; Applications by OCBs; or Applications by U.S. residents or U.S. persons other than Qualified Institutional Buyers as defined in Rule 144A of the U.S. Securities Act of 1933. In case no corresponding record is available with the Depositories that match three parameters namely, names of the applicant (including the sequence of names of joint holders), the depositary participants identity (DP ID) and the beneficiarys identity except for Permanent Employees.

15. 16. 17. 18.

DEMATERIALISATION As per the provisions of the Depositories Act, 1996, the shares of a body corporate may be held in dematerialized form i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through electronic mode. The Company has entered into a tripartite agreement dated .. with the National Depository Services Ltd. (NSDL) and Datamatics Financial Services Ltd (Registrar and Transfer Agent) for dematerialization of the equity shares of the company. The Company has also entered into a tripartite agreement dated . with the Central Depository Services Limited (CDSL) and

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Datamatics Financial Services Ltd. for dematerialization of the equity shares of the Company. The ISIN granted to the equity shares of the Company is INE . COMMUNICATION All future communications in connection with Application made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Applicant, Application Form number, number of Equity Shares applied for, date, bank and branch where the application was submitted and cheque/draft number and issuing bank thereof. DISPOSAL OF APPLICATIONS AND APPLICATION MONEY: No receipt will be issued for the application money. However, the bankers/collection centre to the issue and/or their branches receiving the applications will acknowledge the receipt of the applications by stamping and returning to the applicant the acknowledgment receipt at the bottom portion of each application form. The Company will inform the applicants in respect of allotments made or applications rejected by dispatch of allotment letter or regret letter and/or pay orders of value over Rs.1500/-, if any, by Registered Post within 10 weeks of the date of closure of the subscription list. Refunds of value not over Rs.1500/- will be dispatched under Certificate of Posting. Such Cheques or Demand Drafts will be payable at par at all centers where the applications were received. Bank Charges, if any, for en cashing refund pay orders/cheques at any other place will be payable by the applicant. The Board of Directors reserves, at its sole, absolute and unqualified discretion, the right to reject any application in full or in part without assigning any reason. If an application is rejected in full, the whole of the application money will be refunded to the applicant and in case of Joint applications, to the first named applicant. Where an application is rejected in part, the excess application money will be refunded to the applicant in accordance with the provisions of Section 73 of the Act. In case of any delay in sending the refund orders by more than eight days beyond 10 weeks from the date of closing of the subscription list, interest will be paid at the rates prescribed under Section 73 of the Act, to such applicants. However the Company shall as far as possible dispatch the Share Certificates & Refund Orders within 30 days. The Company undertakes to make available to the Registrars to the issue, adequate funds for allotment letters/share certificates to be sent by registered post. The sums received in respect of the Public Issue will be kept in separate Bank account(s) and the issuer will not appropriate the funds unless approval of the Designated Stock Exchange i.e. BSE is obtained for allotment and no utilization shall be made till listing and trading approval is obtained from BSE where the shares are proposed to be listed. APPLICATION IN FICTITIOUS NAMES Attention of the applicants is specifically drawn to the provisions of Sub-Section (1) of Section 68A of the Companies Act, 1956 which is reproduced below: "Any person who(a) makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein, or (b) otherwise induces a Company to allot or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years."

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BASIS OF ALLOTMENT Allotment will be made in consultation with BSE (The Designated Stock Exchange). In the event of oversubscription, the allotment will be made on a proportionate basis in marketable lots as given below: a. b. Applicants will be categorized according to the number of Shares applied for. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio (number of applicants in the category x number of Shares applied for). The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis (i.e. Total number of Shares applied for into the inverse of the oversubscription ratio). For applications where the proportionate allotment works out to less than 75 Shares the allotment will be made as follows: (i) each successful applicant shall be allotted 75 Shares; and (ii) the successful applicants out of the total applicants for that category shall be determined by the drawal of lots in such a manner that the total number of Shares allotted in that category is equal to the number of Shares worked out as per (b) above. If the proportionate allotment to an applicant works out to a number that is not a multiple of 25, the applicant would be allotted Shares by rounding off to the nearest integer subject to a minimum allotment of 200 equity shares. If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants in that category, the balance available Shares for allocation shall be first adjusted against any category, where the allotted Shares are not sufficient for proportionate allotment to the successful applicants in that category. The balance Shares, if any, remaining after such adjustment will be added to the category comprising of applicants applying for the minimum number of Shares If as a result of the process of rounding off to the nearest integer results in the actual allotment being higher than the shares offered, the final allotment may be higher at the sole discretion of the Board of Directors, up to 110% of the size of the offer specified under Point 5 of the Capital Structure mentioned in the Prospectus. The above proportionate allotment of shares in an issue that is oversubscribed shall be subject to the reservation for small individual applicants as described below: i) A minimum of 50% of the net offer of shares to the Public shall initially be made available for allotment to retail individual investors as the case may be.

c.

d.

e.

f.

g.

h.

ii) The balance net offer of shares to the public shall be made available for allotment to a) individual applicants other than retails individual investors and b) other investors, including Corporate Bodies/ Institutions irrespective of number of shares applied for. iii) The unsubscribed portion of the net offer to any one of the categories specified in (i) or (ii) shall/may be made available for allocation to applicants in the other category, if so required. Retail individual investor means an investor who applies for shares of value of not more than Rs. 1,00,000/-.

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Investors may note that in case of over - subscription allotment shall be on proportionate basis and will be finalized in consultation with BSE. The drawl of lots (where required) to finalize the basis of allotment shall be done in the presence of a public representative on the governing board of the BSE. The Executive Director / Managing Director of the Designated Stock Exchange in addition to Lead Merchant Banker and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI Guidelines. ALLOTMENT / REFUNDS Refunds, if any, will be made along with Allotment Letters / Share Certificates and / or regret letters by Refund Orders drawn on the Bank nominated for this purpose by the Company and will be dispatched within 10 weeks from the date of closure of Issue, by Registered Post. The Company shall ensure dispatch of refund orders of value over Rs.1500/- by Registered Post only and the issuer company shall make available to the Registrar adequate funds for the purpose. Such refund orders will be payable at par during their validity period at all centers where the applications are received or such places from where the applications were collected. In case of joint applications, Refund Orders, if any, will be made out in the First applicants name and all communication will be addressed to the person whose name appears on the Application form. INTEREST IN CASE OF DELAY IN DESPATCH OF ALLOTMENT LETTERS /REFUND ORDERS The Company agrees that a. As far as possible allotment of securities offered to the public shall be made within 30 days of the closure of the Public Issue. The Company further agrees that it shall pay interest @ 15% per annum if the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the closure of the issue.

b.

ACCESS TO THE FUNDS: Subscription received against this issue would be kept in a separate bank account and the Company will not have access to these funds so collected until it has received approval for allotment from BSE and listing and trading permission is received from BSE where listing is proposed in terms of this Prospectus. UNDERTAKINGS BY THE ISSUER COMPANY The Board of Directors of Shri Balkishan Agarwal Glass Industries Limited states that: i) The Company shall attend to all the complaints in respect of the Public Issue expeditiously and satisfactorily. ii) That the Company shall take necessary steps for completion of the necessary formalities for listing and commencement of trading on BSE within 7 working days of finalization of basis of allotment. iii) That the Company shall apply in advance for the listing of equity shares. iv) The issuer company shall make available to the Registrars adequate funds for dispatch of refund orders/allotment letters/certificates by registered post. v) That the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within specified time. vi) That no further issue of securities shall be made till the securities offered through this Prospectus are listed or till the application money is refunded on account of non-listing, under subscription etc. UTILISATION OF ISSUE PROCEEDS The Board of Directors of Shri Balkishan Agarwal Glass Industries Limited states that:

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All monies received against this Public Issue shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act, 1956. ii. Details of all monies utilized out of Public Issue referred to in sub-item(i) shall be disclosed under an appropriate separate head in the Balance Sheet of the company indicating the purpose for which such monies had been utilized; and iii. Details of all unutilized monies out of the present Public Issue, if any, referred to in sub-item(i), shall be disclosed under an appropriate separate head in the Balance Sheet of the company indicating the form in which such unutilized monies have been invested. The Board of Directors of the company further certifies that: i. the utilization of monies received under reservations shall be disclosed under an appropriate head in the balance sheet of the Company indicating the purpose for which such monies have been utilized; ii. the details of all unutilized monies out of the funds received from reservations shall be disclosed under a separate head in the balance sheet of the Company indicating the form in which such unutilized monies have been invested. The Company shall not have any recourse to the Issue proceeds until the approval for trading the Equity Shares is received from all the Stock Exchanges where listing is sought is received. Pending utilization of the proceeds of the Issue as specified under the heading Objects of the Issue, the net proceeds from the Issue may be invested by the Company in high quality interest bearing liquid instruments including but not limited to deposits with banks for the necessary duration. RESTRICTIONS ON FOREIGN OWNERSHIPS OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the industrial policy of the Government of India, or the Industrial Policy and FEMA. While the Industrial Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy of the Government of India, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. As per current foreign investment policies, foreign investment is allowed up to 100% in companies in the infrastructure sector. The government bodies responsible for granting foreign investment approvals are the FIPB and the RBI. Under present regulations, the maximum permissible FII investment in the Company is restricted to 24% of its total issued capital. This can be raised to 100% by adoption of a special resolution by the Companys shareholders; RBI, vide its circular A.P.(DIR Series) Circular No. 53 dated December 17, 2003 , permitted FIIs to subscribe to shares of an Indian company in the public issue without prior approval of RBI, so long as the price of equity shares to be issued is not less than the price at which the equity shares are issued to residents. The transfer of Equity Shares to NRIs, FIIs, and Foreign Venture Capital Investors registered with SEBI and Multilateral and Bilateral Development Financial Institutions shall be subject to the conditions as may be prescribed by the Government of India or RBI while granting such approvals. Investment by Non-Resident Indians A variety of special facilities for making investments in India in shares of Indian Companies are available to individuals of Indian nationality or origin residing outside India (NRIs). These facilities permit NRIs to make portfolio investments in shares and other securities of Indian companies on a basis not generally available to other foreign investors. Under the portfolio investment scheme, NRIs are permitted to purchase and sell equity shares of the company through a registered broker on the stock exchanges. NRIs collectively should not own more than 10% of the post-issue paid up capital of the company. However, this limit may be increased to 24% if the shareholders of the company pass a special resolution to that effect. No single NRI may own more than 5% of the post- issue paid up capital of the Company. NRI investment in foreign exchange is now fully repatriable whereas investments made in Indian Rupees through rupee accounts remains non-repatriable.

i.

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Investment by Foreign Institutional Investors Foreign Institutional Investors (FIIs) including institutions such as pension funds, investment trusts, asset management companies, nominee companies, institutional portfolio managers can invest in all the securities traded on the primary and secondary markets in India. FIIs are required to obtain an initial registration from the SEBI and a general permission from the RBI to engage in transactions regulated under FEMA. FIIs must also comply with the provisions of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time. The initial registration and the RBIs general permission together enable the registered FII to buy (subject to the ownership restrictions discussed below) and sell freely securities issued by Indian companies, to realize capital gains or investments made through the initial amount invested in India, to subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments held and to repatriate the capital, capital gains, dividends, income received by way of interest and any compensation received towards sale or renunciation of rights issues of shares. Ownership restrictions of FIIs Under the portfolio investment scheme, the overall issue of equity shares to FIIs on a repatriation basis should not exceed 24% of post-issue paid-up capital of the company. However, the limit of 24% can be raised up to the permitted sectoral cap for that company after approval of the board of directors and shareholders of the company. The issue of equity shares to a single FII should not exceed 10% of the post-issue paid-up capital of the Company. In respect of an FII investing in equity shares of a company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of that company.

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SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY Capital Amount of Capital 3.The Authorized Share Capital of the Company is Rs.25,00,00,000/- (TWENTY FIVE CRORE ONLY) divided into 2,50,00,000 (TWO CRORES FIFTY LACS) Equity Share of Rs.10 (Rupees Ten each) Increase of Capital 4.Company in general meeting may from time to time, by ordinary resolution increases the capital by creation of new shares of such amount as may be deemed expedient. New Capital Same As existing Capital 5.Subject to the Provisions of the Act and these regulations the shares in the capital of the company for the time being shall be under the control of the Directors who may allot or otherwise dispose off the same or any of them to such persons, in such times as they form time to time think fit Redeemable Preference Shares 6.Company shall not except with the sanction of the Company in General Meeting by a special resolution, give to any person, the option or right to call for allotment of any shares. Provision to apply On issue of Redeemable Preference Shares 7.Whenever the Company shall make an allotment of its shares within thirty days thereafter file with the registrar, a return of allotment and other documents, as required by Section 75 of the Act. . 8. If according to the conditions of allotment of any shares, the whole or part of the issue price thereof shall be payable by installments, every such installment shall, when due, be paid to the company by the person who for the time being and from time to time shall be the registered holder of the shares or his legal representative. 9.The Company may purchase its own shares or other specified securities out of its free reserves or the securities premium account or the proceeds of any shares or other specified securities in the manner and to the extent as provided in Section 77 A of the Companies Act, 1956 as amended from time to time or any reenactment thereof and is in force and shall also comply with the provisions of Section 77B of the Companies Act, 1956, where a company purchases its own shares out of free reserves, then a sum equal to the nominal value of the shares so purchases shall be transferred to the capital redemption reserve account referred in section 80(1) (d) of the Companies Act, 1956 and details of such transfers shall be disclosed in the balance sheet. 10.Except as required by law no persons shall be recognized by the company as holding any share up to any trust, and the company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable contingent, future or partial interest in any share, or any interest in any fractional part of share, or (except only by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirely thereof in the registered holder. New Capital Same as existing Capital 11.Except so far as is otherwise provided by the existing capital conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise.

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Redeemable Preference Share 12.Subject to the provisions of Section 80 of the Act, the company shall have the power to issue preference shares which are, or at the option of the company are, liable to be redeemed and the resolution authorizing such issue shall prescribed the manner terms and conditions of redemption. Provision to apply On issue of Redeemable Preference Shares 13.On the issue of Redeemable Preference Shares under the provisions of Article, 12 thereof, the following provisions shall take effect. : (a) No such shares shall be redeemed except out of the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of redemption; (b) No such shares shall be redeemed unless they are fully paid; (c) The premium, if any, payable on redemption must have been provided for out of the profits of the company or the companys shares premium account before the shares are redeemed; (d) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue there shall out of profits which would otherwise have been available for dividends be transferred to a reserve fund, to be called the capital redemption reserve account a sum equal to the nominal amount of the shares redeemed and the provisions of the Act relating to the reduction of the share capital of the company shall, except as provided in Section 80 of the Act, apply as if the Capital Redemption Reserve Account were paid-up share capital of the company. 14.An application signed by or on behalf of an applicant for shares in the company followed by an allotment of shares shall constitute an acceptance of shares for the purpose of the Article and every person who thus or otherwise accepts any shares and whose name appears on the register of members shall for the purpose these articles be a member. 15.The sum which the Board shall on the allotment of any shares or direct to be paid by way of deposit call or otherwise in respect of any shares shall immediately on the insertion of the name of the allottee in the register become a debt due to and recoverable by the company from the allottee thereof, and shall be paid by him accordingly. 16. Every member or his heirs, executors or administrator shall pay, to the company any portion of the capital represented by his share or shares which may, for the time being remain unpaid, in such amounts, at such time or times, and in such manner as the Board of Directors shall from time to time determine in accordance with these Articles. 17. Either the Company or the investor may exercise an option to issue, deal in, hold the securities (including shares) with a depository in electronic form and the certificates in respect thereof shall be dematerialized, in which event the rights and obligations of the parties concerned and matters, connected therewith or incidental thereto, shall be governed by the provisions of the Depository Act, as amended from time to time or any statutory modification(s) thereto or re-enactment thereof. Reduction of Capital 18.The Company may (subject to the provisions of Sanctions 70, 80, 100 to 104 inclusive, of the Act) from time to time by Special Resolution, reduce its capital and any capital redemption Reserve Account or Premium again or otherwise. This Article is not to derogate from any power the Company would have if it were omitted Sub-Division, Consolidation 19. Subject to the provisions of Section 94 of the Act, the Company in regard to consolidation and Cancellation in General Meeting may, from time to time sub-divide or and Cancellation of shares consolidate its shares, or any of them, and the resolution where by any share is of Shares sub-divided, may determine that as between the holders of the Share resolution from such sub-division one or more of such shares shall have some preferences

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or special advantage as regards dividend, capital or otherwise over or as compared with the other or others. Subject as aforesaid, the Company in general meeting may also cancel shares which have may been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled. Modification of Rights 20.Whenever the Capital, by reason of the issue of Preference Shares or otherwise is divided into different classes of shares, all or any of the rights and privilege attached to each class may, subject to the provisions of Section 106 and 107 of the Act, be modified, commuted, affected or abrogated, or deal with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by holders of at least three-fourth in nominal value of the issued shares of the class or is confirmed by a Special Resolution passed at a separate general meeting of the holders of shares of that class. SHARE AND CERTIFICATE Register and Index of Member 21.The Company shall cause to be kept a Register and index of Members in accordance with Sections 150 and 151 of the Act. The Company shall be entitled to keep in any State or Century outside India a Branch Register of Members resident in that State or Country. Shares to be Numbered 22.The Company shall cause to be kept a Register and index of Member in accordance with Sections 150 and 151 of the Act. The Company shall be entitled to keep in any State or Country outside India a Branch Register of mentioned no share should be subdivided. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished. Further issue of Capital 23. (a) Where at any time after the expiry of two years from the formation of Capital the Company or at a by time after the expiry of one year from the allotment of share in the Company made for the first time after its formation (whichever is earlier) the Board decides to increase the capital of the Company by the issue of new shares then, subject to any direction to the contrary which may be given by the Company in General Meeting and subject to those directions, such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the Company, in proportion as nearly as circumstances admit, to the capital paid up on those shares at that date and such offer shall be made by a notice specifying the number if shares offered and limiting a time not being less than fifteen days from the date of the offer after which the offer, if not accepted, will be deemed to have been declined. After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given if he declines to accept the shares offered, the Board may dispose them off in such manner as it thinks most beneficial to the Company. Provided that option or right to call of any shares shall not be give to any person except with the sanction of the Company General Meeting. (b) Notwithstanding anything contained in the preceding sub-clause, the Company may : (i) by a Special Resolution; or (ii) Where no such Special Resolution is passed, if the votes cast (whether on a show of hands or on a poll, as the case may be) in favor of the proposal contained in the Resolution moved in that General Meeting (including the casting vote, if any, of the Chairman) by members who, being entitled any voting and the Central Government if satisfied, on an application made by the Board in this behalf that the proposal is most beneficial to the Company. Offer further shares to any person or persons and such person or persons may or may not include the persons who at the date of offer are the holders of the Equity Shares of the Company. (C) Notwithstanding anything contained in sub clause (a) above, but subject however, to Section 81(3) of the Act, the Company may increase its subscribed Capital on exercise of an option attached to Debentures issued or loans raised by the Company to convert such debentures or to subscribe for Shares in the Company.

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(d)Pursuant to section 81 of the Companies Act, 1956 and subject to provisions of SEBI Guidelines, Rules and Regulations, if applicable, the Company can issue bonus shares to the existing shareholders of the company out of free reserves built out of the genuine profits or share premium collected in cash only. (e)The company in general meeting may, upon the recommendation of the Board : (i)may capitalize any part of the amount for the time being standing to the credit of any of the companys reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and (ii)that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members, who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (f)The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (3), either in or towards : (i)Paying up any amounts for the time being unpaid or any shares held by such members respectively; (ii)Paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportions aforesaid; or (iii)Partly in the way specified in sub clause (i) and partly in that specified in sub- clause (ii). (g)A share premium account and (a capital redemption reserve account) may, for the purpose of this regulation, only be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares. (h)The Board shall give affect to the resolution passed by the company in pursuance of this regulation. (I)Whenever such a resolution as aforesaid shall have been passed, the board shall : (i)make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all the allotments and issues of fully paid shares, if any; and (ii)generally do all acts and things required to give effect thereto. (j)The Board shall have full power : (i)to make such provision, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares or debentures becoming distributable in fractions; and also (ii)to authorised any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalization, or (as the case may be required) for the payment up by the company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalized, of the amounts or any part of the amounts remaining unpaid on their existing shares. (k)Any agreement made under such authority shall be effective and binding on all such members. (l)The company may enter into an agreement with a depository for dematerialization of securities already issued or proposed to be issued to the public or existing shareholders; and (m)The company gives an option to subscribers/ shareholders/ investors to receive the security certificates or hold securities in dematerialized form with a depository. (n)The company may make an initial public offer (IPO) of equity shares or any other security, which may be converted into or exchanged with equity shares at a later date. 24.Subject to the Provisions of these Articles and of the Act, the Shares of (including and shares forming part of any increased Capital of the Company) shall be under the control of the Board of Directors, who may allot or otherwise disposes of the same to such times as the Board of Directors think fit and subject to the sanction of the Company in General Meeting with full power, to give any person the option to call for or be allotted shares

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of any class of the Company either (subject to the provisions of Sections 78 and 79 of the Act,) at a premium or at par or at a discount and such option being exercisable for such time and for such consideration as the Directors think fit. The board shall cause to be filled the returns to allotment as provided for in Section 75 of the Act. 25.In addition to and without derogating from the power for that purpose conferred to the Board Under Article 13 and 14, as provided the Company in General Meeting may determine that any Shares, whether forming part of the original capital or of any increased capital of the Company shall be offered to such persons (whether members or not) in such proportions and on such terms and conditions and either (subject to compliance with the provisions of Section 78 and 79 of the Act,) at a premium or at par or at a discount as General Meeting shall determine and with full power to give any person (whether a member or not) the option to call or be allotted shares of a by class of Company either (subject to compliance with the provisions of Sections 78 and 79 of the Act) at a premium or at par or at a discount, such option being exercisable at such General Meeting, or the Company in General Meeting may make any other provisions whatsoever for the issue, allotment, removal of difficulty in appointment of shares or disposal of any shares. 26.Any application signed by or on behalf of any application for shares if the company, followed by a allotment of any share herein shall be an acceptance of Shares within the meaning of these Articles; and every person who thus or otherwise accepts any shares and whose name is on the Register shall for the purpose of these Articles be a member. 27. The money (if any) which the Board shall on the allotment of any shares being made by them, require or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them, shall immediately on the inscription of the name of the allottee in the Register of Members as the name of the holders of such shares become a debt due to and recoverable by him accordingly. 28.Every Member, or his heirs, executors or administrators, shall pay to the Company the portion of the capital represented by the shares or shares which may, for the time being, remain unpaid thereon, in such amounts at such time or times, and in such manner as the Board shall from time to time in accordance with the Company's regulations, require or fix for the payment thereof. 29.(a)Every member or allottee of shares shall be entitled without payment, to receive on certificate specifying the name of the person in whose favor it is issued, the shares to which it relates and the amount paid up thereon. Such certificate shall be issued only in pursuance of a resolution passed by the Board and no surrender to the Company of its letter of allotment or its fractional coupons of requisite value, save in cases of issues against letters of acceptance or of renunciation or in issue of Bonus share. Every such certificate shall be issued under the seal of the Company, which shall be affixed in the presence of two Directors of Persons acting on behalf of the Directors under a duly registered power of attorney and the Secretary or other person shall sign the share certificate issued shall be entered in the Register of Members against the name of the person to whom it has been issued, indicating the date of issue. (b)Any two or more joint allottees of a share shall for the purpose of this Article, be treated as a single member, and the certificate of any share, which may be the subject of joint ownership, may be delivered to anyone of such joint owners on behalf of all of them. For any further certificate the Board shall be entitled, but shall most be bound, to prescribe a charge not exceeding Rupee One. The Company shall comply with the provisions of Section 113 of the Act. (c)Subject to the provisions of the Companies (Issue of Share Certificate) Rules, 1960 a Director may sign a Share Certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp, provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.

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(d) No fee shall be charged for sub-division and consolidation of Share and Debenture Certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denomination corresponding to the market units of trading; for subdivision of renounce able letters or right for issue of new certificates in replacement of those which are old, defaced, torn or warm out or where the cages on the reverse for recording transfers have been fully utilized. Provided that the Company may charge such fees as may be agreed by it with the Stock Exchange with its shares may be enlisted for the time being.

Renewal of Share Certificate 30.(a)No certificate of any share or shares shall be issued either in Certificates exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, torn or old, worn out, or where the cages on the reverse for recording transfers have been duly utilized, unless the certificate in lieu of which it is issued is surrendered of the Company. (b)When a new Share Certificate has been issued in pursuance of clause (a) of this Article, it shall state on the face of it and against the stub or counterfoil to the effect that it is "issued in lieu of share certificate No.....Subdivided/replaced on consolidation of shares". (c)If a Share Certificate is lost or destroyed, a new certificate in lieu there of shall be issued only with the prior consent of the Board and on such terms, if any, as to evidence and indemnity as to the payment of out of pocket expenses incurred by the Company in investigation evidence, as the Board thinks fit. (d)When a new share certificate has been issued in pursuance of clause (c) of this Article, it shall state on the face of it and against the stub or counter folio to the effect that it is "duplicate issued in lieu of share certificate No......."The word" Duplicate shall be stamped or punched in bold letters across the face of the share certificate. (e) Where a new share certificate has been issued in pursuance of clause (a) or clause (c) of this Article, particulars of every such share certificate shall be entered in a Register of Renewed and Duplicate Certificate indicating against the names of the persons to whom the certificate is issued, the against the number and date of the share certificate in lieu of which new certificate is issued, and the necessary changes indicated in the Register of Members by suitable cross reference in the "Remarks" column. (f)All bank forms to be issued for share certificates shall be printed and the printing shall be done only on the authority of a resolution of the Board. The blank forms shall be consecutively machine numbered and the forms and the blocks, engravings, facsimiles and hues relating to the printing of such forms shall be kept in the custody of the Secretary or of such other person as the Board may appoint for the purpose; and the Secretary or of these forms to the Board. (g)The Managing Director if the Company for the time being or, if the Company has not Managing Director, every Director, every Director of the Company shall be responsible for the maintenance preservation and safe custody of all books and documents relating to the issue of share certificates except the blank forms of share certificates referred to in sub-Article (f). (h) All books referred to in sub-Article (g) shall be preserved in good order permanently.

The First Name of joint-holder Deemed sale Holder (i)If any share stands in the names of two or more person, the joint-joint-persons first named in the Register shall, as regards receipt of deemed sole holder deemed sole holder dividends or bonus or service of notices and all or any other matter connected with the Company, except voting at meetings, and the transfer of the shares, be deemed to be the sole holder there of but the joint-holders of a share shall be severally as well as jointly liable for the payment of all installments and calls due in respect of such shares and for all incidents there of according to the Company's regulations.

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Company not bound To recognize any Interest in share Other than that of Holder 31.Except as ordered by a court of competent jurisdiction or as by law required, the Company shall not be bound to recognize any interest in share other equitable, contingent, future or partial interest in any other than that of share, or (except only as is by these Article otherwise expressly to the holder is provided) any right in respect of a share other than an absolute right there to, in accordance with these Articles, in the person from time to time registered as the holder there of but the Board shall be at liberty at their sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them.

Funds of the Company May not be applied in The purchase of own Shares 32.None of the funds of the Company shall be applied in the purchase of any shares of the Company, and it shall not give any shares in purchase of own shares of the Company or in its holding Company, same as provided by Section 77 of the Act. Commission may be Paid 33.Subject to the provisions of Section 76 of the Act, the Company may at any time pay a commission to any person in consideration of his subscribing or agreeing to subscribe (Whether absolutely or conditional) for any shares or debenture in the Company, or procuring, or agreeing to procure subscriptions (whether absolute or conditional) for any shares or debentures in Company but so that the commission shall not exceed in the case of shares five percent of the price at which the shares are issued and in the case of debenture two and a half percent of the price at which the debentures are issued. Such commission may be satisfied by payment of cash or by allotment of fully or partly paid shares or partly in one way and partly in other way. Brokerage 34.The Company may pay a reasonable sum of brokerage. CALLS Directors may make calls 36.The board may, from time to time, subject to the terms on which may shares may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by circular resolution) make such calls as thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively and each member shall pay the amount of every call so made of him to the person or persons and at the times and places appointed by the Board A call may be made payable by installments. Notice of Calls 37. Thirty days notices in writing of any calls shall be given by the Company specifying the time and place of payment and the person or persons to whom such call shall be paid. Calls to date from Resolution 38.A call shall be deemed to have been made at the time when the resolution authorizing such call was passed at a meeting of the Board. Call may be Revoked Of or Postponed 39. A call may be revoked or postponed at the discretion of Board. Liability of Joint Holders 40.The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof. Board may extend Time

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41. The Board may, from time to time at its discretion, extend the time fixed for the payment of any call, and may extend such time as to all or any of the members who from residence at a distance or other cause, the Board may deem fairly entitled to such extension but no member shall be entitled to such extension save as a matter of grace and favor. Call to Carry Interest 42.If any member fails to pay any call due from him, on the day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board, not exceeding nine percent per annum, but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member. Sums deemed to be payable on calls 43.Any sum, which by their terms of issue of a share becomes allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium shall, for the purpose of these article, be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue or a call duly made and notified. Proof on trial or suit For money on Shares 44.On trial or hearing of any action or suit brought by the Company due against any member or his representatives for the recovery of any money claimed to be due to the company in respect of his shares, it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered, appears entered on the Registrar of Members as the holder, at or subsequent to the date at which the money is sought, to be recovered or is alleged to have become due on the shares in respect of which such money is sought to be recovered appears entered on the Register of Members as the holder, at or subsequent to the date at which the money is sought, to be recovered or is alleged to have been due on the shares in respect of which such money is sought to be recovered and that the resolution making the call is duly recorded in the minutes book; and that notice of such call was duly given to the member or his representative in pursuance of these articles; and that it shall not be necessary to prove the appointment of the Directors who made such call, not that a quorum of Directors was present at the Board at which any call was made, to that the meeting at which any call was made was duly convened or constituted not any other matters whatsoever but the proof of the matters aforesaid shall be conclusive evidence the debt. Partial payment not to preclude 45.Neither the receipt by the Company of a portion of any many which shall from time to time be due from any member to the Company in respect of his shares shall by way of principal or interest, not any indulgence granted by the Company in respect of the payment of any such money, shall preclude the company from necessary proceeding to enforce a forfeiture of such shares as hereinafter provided. Forfeiture 46. (a) The Board may, it thinks fit, agree to and receive from any member will in advance the same, all or any part of the amounts of the respective shares beyond the sums actually called up and upon the moneys so paid in advance, or upon so much thereof, from time to time and at any time thereafter as exceeds the amount of the calls then made upon and due in respect of the shares on account of which such advances are made, the Board may pay or allow interest, at such rate as the member paying the sum in advance and the Board agree upon. The Board may agree to repay at any time an amount so advanced or may at any time repay the same. Provided that moneys paid in advance of calls of any shares may carry interest but shall not confer a right to divide or to participate in profits.

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Payment in Anticipation of Share (b)No member paying any such sum in advance shall be entitled to shares voting rights in respect of the moneys so paid by him until the same would but for such payment become personally payable. LIEN Company to have lien On Shares 47. The Company shall have a first and paramount lien upon all the shares (other than fully paid up shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof, for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares, and no equitable interest in any shares shall be created except upon the footing the upon the condition that Article 22 hereof is to have full effect. Any such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company's lien, if any, on such shares. Enforcing lien by Sale 48.For the purpose of enforcing such lien, the Board may sell shares, subject thereto, in such manner as they think fit, and for that purpose, any cause to be issued a duplicate certificate in respect of such shares and may authorize one of their member to execute a transfer thereof on behalf of and in the name of such member. No sale shall be made until such period as aforesaid shall have arrived, and until notice in writing of the intention to sell shall have been made by him or them in payment, fulfillment or discharge of such debts, liabilities or engagements for fourteen days after such notice. Application of Proceeds of Sales 49.The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable, as existed upon the shares before the sale) be paid to the persons entitled to the shares at the date of the sale. FORFEITURE OF SHARES If money payable on Share not paid notice To be given to member 50.If any member fails to pay any call or installment on or before the not paid notice day appointed for the payment of the same, the Board may at any time thereafter during such time as the call or installment remains unpaid, serve a notice on such member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such nonpayment. Form of Notice 51.The notice shall name a day (not being less than fourteen days from the date of service of the notice) and a place at which such calls or installments and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment of or before the time and at the place appointed, the shares in respect of which such call was made or installment is payable will be liable to be forfeited. Default of Payment Shares to be forfeited 52.If the requisition of any such notice as aforesaid be not complied with any shares in respect of which such notice has been given may at any time thereafter before payment of all calls or installments, interest and expenses due in respect thereof, be forfeited by a resolution of the board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. Notice of forfeiture to A Member 53.When any share shall have been so forfeited, notice of the resolution that be given to the member in whose name it is immediately prior to the forfeiture and an entry of the forfeiture with the date thereof, shall forthwith be made in the register but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

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Forfeited Share to be Property of the Co 54.Any share so forfeited shall be deemed to be the property of the Company and may be sold, re-allotted, or otherwise disposed of either to Forfeiture and interest the original holder thereof or to any other person, upon such terms and in such manner as the Board think fit. Member still liable to Pay money owing at the Time of forfeiture and interest 55(a) Any member whose shares have been forfeited shall, notwithstanding , be liable to pay and shall forthwith pay to the forfeiture and interest Company all calls, installments, interest and expenses, owing upon or in respect of such shares at the time of the forfeiture together with interest at 12 (Twelve) percent per annum, and the Board may enforce the payment thereof it thinks fit.

Effect of Forfeiture (b)The forfeiture of a share involve the extinction of all interest in and also of all claims and demands against the Company in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved. Evidence of Forfeiture 56.A duly verified declaration in writing that the declarent is a Director or Secretary of the Company and that certain shares in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the shares. Validity of Forfeiture 57.Upon any sale in the case of forfeiture or for enforcing a lien in purported exercise of the powers herein before given, the Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser's name to be entered in the register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings not to the application of the purchase money and after his name has been entered in the register in respect of such share the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Cancellation of share Certificates in respect of forfeited shares 58.Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or certificates originally forfeited shares issued in respect of the relative share shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect and the Board of Directors shall be entitled to issue a new certificate or certificates in respect of the said shares to the person or persons entitled thereto distinguishing it or them in such manner as they may think fit from the old certificate or certificates. Power to Transfer 59.The Board may at any time before any share is so forfeited, shall have been sold, re-allotted or otherwise disposed of, annual the forfeiture thereof upon such conditions as it thinks fit. TRANSFER AND TRANSMISSION OF SHARES Register of Transfer 60. The company shall keep a Register of Transfers and therein shall be fairly and distinctly entered particulars of every transfer or transmission of any share. Form of Transfer

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61.The instrument of Transfer shall be in writing and all the provisions of Section 108 of the Act shall be duly complied with in respect of all transfers and the registration thereof. Transfer form to be Completed and Presented to company 62. The instrument of Transfer duly stamped and executed by the Transferor and the Transferee shall be delivered to the Company in accordance with the provisions of the Act. Such evidence shall accompany the instrument of Transfer as the Board may require proving the title of Transferor and his right to transfer the shares and every registered instrument of Transfer shall remain in the Board. The transferor shall be deemed to be the holder of such shares until the name of the Transfers shall have been entered in the Register of Members in respect thereof. Before the registration of transfer the certificate or certificates of the shares must be delivered to the Company.

Transfer books and Register of Members When Closed 63 An application for the registration of a transfer of shares may be of made either by the transferor or by the transferee, but when the application is made by the transfer or by the transferee, but when the application is made by the transferor or by the transferee but when the application is made by the transferor and related to partly paid shares the transfer shall not be registered, unless the Company gives notice of the application to the transferee by pre-paid registered post at the address given in the instrument and the transferee makes no objection to the transfer within two weeks from the receipt of the notice, provided that such notice shall be deemed to have been duly delivered at the time at which it would have been delivered in the ordinary course of post. Notice of application to be given 64.The Board shall have power of giving not less than seven days previous notice by advertisement in a newspaper circulating in the district in which the registered office of the company is situated to close the transfer books, the register of members or register of debenture holders at such time or times and for such period or periods, not exceeding in the aggregate forty-five days in each year, as it may deem expedient. Notice of application to be given 65.Subject to the provisions of Section 111 of the Act, the Board may, within two months from the date on which the instrument of transfer was delivered to the Company, refuse to register any transfer of a share upon which the Company has a lien and in the case of shares not fully paid up may refuse to register a transfer to a transferee of whom they do not approve provided that the registration of a transfer shall not be refused on the ground of the transferor being either alone of jointly with any person or persons indebted to the Company on any account whatsoever unless the Company has a lien on the shares. Notice of application to be given 66.(i) Where, in the case of partly paid shares, an application for registration is made by the transferor, the Company shall give notice of the application to the transferee in accordance with the provisions of Section 110 of the Act. Notice of refusal to Register transfer (ii) If the Board refuses, whether in pursuance of Article 55 or otherwise, to register the transfer of , or the transmission by the operation of law, or the right to any share, the Company shall, within two months from the date on which the instrument of transfer or the intimation of such transmission, as the case may be was lodged with the Company, send to the transferee and the transferor or the person giving intimation of such transmission, as the case may be, notice of the refusal. Death of one or Joint Holders of Shares

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67.In the case of the death of any one or more of the persons named in the Register of Members as the jointholders of any shares, the survivor or survivors shall be the only person recognized by the Company as having any title to or interest in such share, but nothing herein contained shall be taken to release the estate of a deceased joint-holder from any liability on shares held by him jointly with any other person. Title to shares of Deceased Member 68.The executors or administrators or holders of a succession certificate or the legal representatives of a deceased share holder (not being one of two or more joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such member and the Company shall not be bound to recognize such executors tentative unless they shall have first obtained probate or letters of administration or succession certificate or other legal representation as the case may be, from a duly constituted court in the Union of India; fit the Board may dispense with production of Probate or Letters of Administration or the Board, in its absolute discretion, may think necessary and under the next Article register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased member as a member. No transfer to unsound mind or Insolvent etc. 69.No share shall be transferred to an insolvent or person of unsound mind. Registration of Personas entitled to Shares otherwise than By transfer 70.Subject to the provisions of the Act and these Articles, any person becoming entitled to shares in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by transfer in accordance with these Articles may, with the consent of the Board (which it shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he purports to act under these Articles or of his title as the Board think sufficient, either by getting himself registered as the holder; provided, nevertheless, that if such person shall elect to have his nominee registered, he shall testify the election by executing in favor of his nominee as instrument or transfer in accordance with the provisions herein contained and until he does so, they shall not be freed from any liability in respect of the shares. Person entitled may receive dividend Without being Registered as Member 71.A person entitled to a share by transmission shall, subject to the right of the Directors to retain such dividends, or money as hereinafter provided, be entitled to receive, and may give a discharge for, any dividends or other money payable in respect of the shares. Fees on transfer or Commission 72. No fee shall be payable to the Company, in respect to the transfer or transmission of any shares in the Company. Company not liable for disregard of a notice 73.The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register of Members) to the prejudice or persons having or claiming any equitable right, title of interest or in the said shares, and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it on any equitable right, or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company but the Company shall, nevertheless, be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so think fit. DEMATERIALISATION OF SECURITIES 74. For the purpose of this Article : Beneficial Owner means a person who opts to hold his securities with a Depository, and whose name is recorded as such with a Depository; SEBI means the Securities and Exchange Board of India; Depository

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means a Company formed and registered under the Companies Act, 1956 and which has been granted a certificate of registration to act as a depository under the Securities and Exchange Board of India Act, 1992; and Security means such security as may be specified by SEBI from time to time. Dematerialization of Shares 75. Now with standing anything contained in these Articles, the Company shall be entitled to dematerialize its existing shares, debentures and other securities, rematerialize its shares, debentures and other securities held in the Depository and/or offer its fresh shares and debentures and other securities in a dematerialized form pursuant to the Depositories Act, 1956 and the rules framed there under, if any. Depositories and Participants 76.Every person subscribing to securities offered by the Company, and every Member or Debenture holder shall have the option to either hold the securities in Regulations,1996 the form of security certificates or to hold the securities with a Depository when permitted. Where any holder of securities surrenders his Certificate of Securities held in the Company in accordance with Section 6 of the Depositories Act, 1996 and the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, the Company shall cancel the certificate and substitute in its records the name of the relevant Depository and inform the Depository, accordingly. The Company shall maintain a record of certificates of securities that have been dematerialized and destroyed. Such persons who hold their securities with a Depository can at any time opt out of the Depository, if permitted by law, and the Company shall in such manner and within such time as prescribed y law, issue to such persons the requisite certificates of securities. If a person opts to hold his security with a depository, the Company shall intimate such depository the details of allotment of the Security, and on receipt of the information, the depository shall enter in its record the name of the Allottee as the beneficial owner of the security. 77. All securities held by a depository shall be dematerialized and shall be in a fungible form. Nothing contained in Sections 153, 153-A, 153-B, 187-B, 187-C and 372-A of the Act shall apply to a depository in respect of the securities held by it on behalf of the beneficial owners. Depository shall Be deemed to be The registered owner 78. (a) Not with standing anything to the contrary contained in the Act or this Article, a depository shall be deemed to be the registered owner for the purpose of effecting transfer of ownership of security on behalf of the beneficial owners. (b) Save as otherwise provided in (a) above, the depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it. (c) The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a depository. 79. Notwithstanding anything in the Act of this Article to the contrary, where securities as held in a depository, the records of the beneficial ownership may be served by such depository on the Company by means of electronic mode or by delivery of floppies or discs. 80. For the purpose of this Article, the Registers and Index of Members and Debenture holders shall be deemed to include the Registers and Index of beneficial owners maintained under the Depositories Act, 1996 by every Depository n respect of securities issued by the Company. BUY BACK OF ITS OWN SECURITIES Buy Back of Securities 81.Not with standing anything contained in these Articles, but subject to and in accordance with provisions of Section 77A and 77B of the Act and Rules, if any, prescribed by the Central Government, the Company may

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purchase its own shares or other specified securities (hereinafter referred to buy back) out of its free reserves or the securities premium account or the proceeds of any shares or other specified securities. ALTERATION OF CAPITAL 82. The Company may, from time to time, by ordinary resolution increase the authorized share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. Increase in Authorized Capital 83. The Company may, by ordinary resolution : (a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.

Consolidation or smaller Division of shares (b)sub-divide its existing shares or any of them into shares of amount than is fixed by the Memorandum of Association, subject, nevertheless to the provisions of clause (d) of sub-section (1) of Section 94 of the Act : (c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.84. The Company may reduce in any manner : (a) (b) its Share Capital subject to the provision of Section 100 of the Act; or Share premium account subject to the provisions of Section 78 (1) of the Act.

NOMINATION FACILITY 85.(a)Every holder of shares in, or holder of debentures or the company may, at any time, nominate, in the prescribed manner, a person to whom his shares in, or debentures of, the company shall vest in the event of his death. (b) Where the shares in or debentures of, the company are held by more than one person jointly, the joint holders may together nominate, in the prescribed manner, a person to whom all the rights in the shares or debentures of the company shall vest in the event of death of all the joint holders. (c)Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, in respect of such shares, in or debentures of, the company, where a nomination made in the prescribed manner purports to confer on any person the right to vest the shares in or debentures of, the company, the nominee shall, on the death of the shareholder or holder of debentures of, the company shall vest in the event of death of all the joint holders. (d) Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, in respect of such shares, in or debentures of, the company, where a nomination made in the prescribed manner purports to confer on any person the right to vest the shares, in or debentures of, the company, the nominee shall, on the death of the shareholder or holder of debentures of, the company or, as the case may be, on the death of the joint holders become entitled to all the rights in the shares or debentures of the company or as the case may be, all the joint holders, in relation to such shares in, or debentures of the company to the exclusion of all the other persons, unless the nomination is varied or cancelled in the prescribed manner. (e) Where the nominee is a minor, it shall be lawful for the holder of the shares or debentures, to make the nomination and to appoint, in the prescribed manner, any person to become entitled to shares in, or debentures of, the company, in the event of his death, during the minority. (f) Any person who becomes a nominee by virtue of the provisions of Section 109A of the Act, upon the production f such evidence as may be required by the Board and subject as hereinafter provided elect either :

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(a)

To be registered himself as holder of the share or debenture, as the case may be, or

(b) To make such transfer of the share or debenture, as the case may be as the deceased shareholder or debenture holder, as the case may be, could have made. (g) If the person being a nominee, so becoming entitled, elects to be registered as holder of the share or debenture, himself as the case maybe, he shall deliver or send to the company notice in writing signed by him stating that he so elects and such notice shall be accompanied with the death certificate of the deceased shareholder or debenture holder, as the case may be. (h) All the limitations, restrictions and provisions of this Act relating to the right to transfer and the registration of transfers of shares or debentures shall be applicable to ay such notice or transfer as aforesaid as if the death of the member had not occurred and the notice or transfer were signed by that shareholder or debenture holder, as the case may be. (i)A person, being a nominee, becoming entitled to a share or debenture by reason of the death of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the shares or debenture, except that he shall not, before registered a member in respect of his share or debenture, be entitled in respect of its to exercise any right conferred by membership in relation to the meetings of the company. Provided that the Board may, at any time, give notice requiring ay such person to elect either to be registered himself or to transfer the share or debenture, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonus or other monies payable in respect of the share or debentures, until the requirements f the notice have been complied with. (j) A depositor may, in terms of Section 58A at anytime, make a nomination and the above provision shall, as far as may be, apply to the nomination made under the sub-section. BORROWING POWERS Power of Borrow 89.Subject to the provisions of Section 58A, 292 and 293 of the Act, the Board may from time at its discretion by a resolution passed at a meeting of the Board, accepts deposits from members either in advance of calls or otherwise and generally raised or borrower secure the payment of any sum of money for the purposes of to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) exceed the aggregate of the paid up capital of the company and its free reserved (not being reserved so apart for any specific purposes) the Board shall not borrow such moneys with in the consent of the Company in General Meeting. Payment or Repayment of Money Borrowed 90.The payment or repayment of moneys borrowed as aforesaid may be secured to such manner and upon such terms and conditions in all respect as the Board may think fit and in particular by the resolution passed at a meeting of the Board (and not by circular resolution) by the issue of debentures or debenture stock of the Company (both present and future) including its capital for the time being and debentures, debenture stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Terms of issue of Debentures 91. Any debentures, debenture stock or other securities may be issued at discount, premium or otherwise and subject to the provisions of the Act may be issued on condition that they shall be convertible into shares of any denomination and with any privileges or conditions as to redemption, surrender, drawing, allotment of shares and attending (but not voting) at General Meetings, appointment of Directors and otherwise. Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in General Meeting accorded by a Special Resolution. Register of mortgage etc. to be kept 92.The Board shall cause a proper Register to be kept in accordance with the provisions of Section 143 of the Act of all mortgages, debentures and charges specifically affecting the of the Company, and shall cause the

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requirements of sections 118, 125 and 127 to 144 (both inclusive) of the Act in that behalf to be duly complied with so, far as they fall to be complied with by the Board, 93.The Company shall, if at any time it issued debentures, keep a register and index of Debenture-holders in accordance with section 152 of the Act. The Company shall have the power to keep in any State or Country outside India a Branch Register of Debenture-holders resident in that State or Country. CONVERSION OF SHARES INTO STOCK AND RE-CONVERSION Shares may be converted into Stocks 94.The company in general meeting may convert the paid up shares into stock, and when any shares shall have been converted into stock, the several holders of such stock may henceforth transfer their respective interest therein; or any part of such interest, in the same manner and subject to which the same regulations, as and subject to which shares from which the stock arise, might have been transferred, if no such conversion had taken place, or as near there to as circumstances will admit. The Company may at any time reconvert any stock into paid up shares of any denomination. Right of stock Holders 95.The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges advantages as regards dividends, voting at meetings of the Company and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. MEETING OF MEMBERS Annual General Meeting 96.The Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year. All General Meetings other than Annual General Meetings shall be called Extra Ordinary General Meetings. The first Annual General Meetings shall be held within six months after the expiry of the financial year in which the first Annual General Meeting of the Company shall be held within six months after the expiry of each financial year, provided that not more than fifteen months shall lapse between the date of one Annual General Meeting and that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar, under the provisions of Section 166(1) of the Act, to extend the time within which any Annual General Meeting may be held. Every Annual General Meeting shall be called for a time during business hours on a day that is not a public holiday and shall be held at the office of the Company is situated as the Board may determine and the Notice calling the meeting shall specify it as the Annual General Meeting. The Company may in any one Annual General Meeting fix the time for its subsequent Annual General Meeting. Every member of the Company shall be entitled to attend either in person or by proxy and the auditor of the Company shall have the right to attend and to be heard at any General Meeting, which he attends on any part of the business, which concerns him as Auditor. At every Annual General Meeting of the Company there shall be laid on the table the Directors Report and Audited Statement of Accounts, Auditor's Report (if not already incorporated in the Audited Statement of Accounts) the Proxy Register of Proxies and the Register of Director's share holdings which later Register shall remain open and accessible during the continuance of the meeting. The Board shall cause to be prepared the Annual List of Members, summary of the Share Capital, Balance Sheet and Profit and Loss Account in accordance with Sections 159, 161 and 220 of the Act. Extraordinary General Meeting 97.The Board may, whenever it thinks fit, call an Extra Ordinary General Meeting and it shall do so upon a requisition in writing by any member or members holding in the aggregate not less than one-tenth of such of the paid up capital as at that date carried the right of voting in regard to the matter in respect of which the requisition has been made. Requisition of Members to state object of Meeting

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98.Any valid requisition so made by members must state the object or objects of the meeting proposed to be called, and must be signed by the requisitions and be deposited at the office provided that such requisitions and be deposited at the office provided that such requisition may consist of several documents in like form each signed by one or more requisitionists. On receipt of requisition Directors to call meeting and in default requisionists may do so 99.Upon the receipt of any such requisition, the Board shall forthwith call an Extra Ordinary General Meeting, and if they do not proceed within twenty- one days from the date of the requisition being deposited at the office to cause a meeting to be called on a day not later than forth-five days from the date of deposit of the requisition, the requisitionists or such of their number as represent either a majority in value of the paid-up share capital held by all of them or not less than one-tenth of such of the paid-up share capital held by all of them or not less than one-tenth of such of the paid-up share capital of the Company as is referred to in Section 169(4) of the Act, whichever is less, may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of the delivery of the requisition as aforesaid. Meeting called by requisionists 100.Any meeting called under the foregoing Articles, by the requisitionists shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board. Twenty one days of notice of meeting 101.Twenty-One days' notice at least of every General Meeting, Annual Extra-Ordinary, and by whomsoever called, specifying the day, place and hour of meeting, and the general nature of the business to be transacted threat, shall be given in the manner hereinafter provided, to such persons as are under these Articles entitled to receive notice from the Company. Provided that in the case of an Annual General Meeting with the consent in writing of all the members entitled to vote there at holding not less than ninety five percent (95%) of such part of the paid up share capital of the Company as gives a right to vote at the meeting, a meeting may be convened by a shorter notice. In the case of an Annual General Meeting if any business other than (i) the consideration of the accounts, balance sheets and reports of the Board of Directors and Auditors, (ii) the declaration of dividend, (iii) the appointment of Directors in place of those retiring, (iv) the appointment of and fixing the remuneration of the Auditors, is to be transacted and in the case of any other meeting there shall be annexed to the notice of the meeting a statement setting out all the materials facts concerning each such item of business including in particular the nature of the concern or interest, if any therein of every Director and the Manager, if any. Where any such item of special business relates to or affects any other company the extent of share holding interest in that other company of every Director and the Manager, if any, of the Company shall also be set out in the statement, if the extent of such shareholding interest is not less than twenty percent of the paid up share capital of that other company. Where any item of business consists of the accounting of approval to any document by the meeting, the time and place where the documents can be inspected shall be specified in the statement aforesaid. Omission to give notice not to invalidate a resolution passed 102.The accident commission to give any such notice as aforesaid to any of the members or the non-receipt there of shall not invalidate any resolution passed any such meeting.

Meeting not to transact businesses not mentioned in notice 103.No General Meeting, Annual or Extra Ordinary, shall be competent to enter upon, discuss or transact any business which has not been mentioned in the notice or notices; upon which it was convened. Quorum at General meeting 104. Five members present in person shall be quorum for a General Meeting. Body corporate deemed to be personally present 105.A body corporate being a member shall be deemed to be personally present if it represented in accordance with Section 187 of the Act.

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If quorum not present meeting adjourned 106.If at the expiration of half an hour from the; time appointed for; holding a meeting of the Company, quorum shall not be present the meeting, if convened by or upon the requisition of members, shall stand dissolved but in any other case the meeting shall stand adjourned to the same day in the next succeeding week which is not a public holiday at the same time and place or to such other day and at such other time and place as the Board may determine and if at such adjourned meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the members present shall be a quorum and may transact the business for which the meeting was called.

Chairman of General Meeting 107.The Chairman of the Board shall be entitled to take the Chair at every General Meeting, Annual or Extraordinary, if there be no such Chairman of the Board of Directors or if at any meeting he shall not be present within ten minutes of the time appointed for holding such meeting or shall decline to take the Chair, then any other Directors present shall elect another Director as Chairman and if not Director be present or if all the Directors present decline to take the Chair, then the members present shall elect one of their number to be the Chairman. Business confined to election of Chairman while chair is vacant 108.No business shall be discussed at any General Meeting except election of a Chairman, whilst the Chair is vacant. Chairman with consent may adjourn meeting 109.The Chairman with the consent of the meeting may and shall if so directed by the meeting, adjourn any meeting from the time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Questions at General Meetings how decided 110.At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) ordered by the Chairman or demanded by at least five members having the right to vote on the resolution and present in person or by proxy and holding shares in the company conferring a right to vote on the resolution being not less than one-tenth of the total voting power in respect of the resolution or on which an aggregate sum of not less than fifty thousand rupees has been paid. Chairmans Casting Vote 111.In the case of an equality of votes the Chairman shall, both on a show of hands and at a poll (if any), have a casting vote in addition to the vote or votes to which he may be entitled as a member. Pole to be taken, if demanded 112.If poll is demanded as aforesaid the same shall, subject to Article 73, be taken at such time (not later than forty-eight hours from the time when demand was made) and place and either by open voting or by ballot as the Chairman shall direct and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be; the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn at anytime by the person or person who made the demand. Scrutinizers at poll 113. Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers to scrutinize the votes given on the poll and to report thereon to him. One of the scrutinizers so appointed should always be a member (not being an officer or employee of the Company) present at the meeting, provided such a member is available and willing to be appointed. The Chairman shall have power at any time before the result of the poll is declared to remove a scrutinizer from office and fill vacancies in the office of scrutinizer arising from such removal or from any other cause.

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Poll taken without adjournment 114.Any poll duly demanded on the election of a Chairman of a meeting of on any question of adjournment shall be taken the meeting forthwith. Demand for poll not to prevent transaction of other business 115.The demanded for a poll, except on the question of the election of the Chairman and of an adjournment, shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

VOTES OF MEMBERS Member in arrears not to vote 116.No member shall be entitled to vote either personally or proxy for another member at any General Meeting or meeting of a class of shareholders either upon a show of hands or upon poll in respect of any shares registered in his name on which any calls or other; sums presently payable by him have not been paid or in regard to which the Company has any right of lien and has exercised the same. Number of votes to which Members entitled 117. Subject to the provisions of these Articles and without prejudice to any special privileges or restriction as to voting for the time being attached to any class or shares for the time being forming part of the capital of the Company, every member not disqualified by the last proceeding Article shall be entitled to be present, and to speech and vote at such meeting and on a show of hands every member present in person shall have one vote and upon a poll the voting right of every member present in person or by proxy shall be in 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 to vote only on resolutions placed before the meeting which directly affects the rights attached to his preference shares. Casting of votes by a member entitled to more than one vote 118.On a poll taken at a meeting of the Company, a member entitled to more than one vote, or his proxy, or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes, he uses. How members non- complements and minor may vote 119. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in Lunacy may vote, whether on a showoff hands or on a poll, by his committee or other legal guardian who may on a poll, vote by proxy if any member be a minor the vote in respect of his/her share shall be by guardian or any of his guardians, to be selected in case of dispute by the Chairman of the meeting. Vote of joint members 120. If there be joint registered holders of any shares, any one of such person may vote at any meeting or may appoint another person (whether a member or not) as his proxy in respect of such shares, as if he were solely entitled thereto but the proxy so appointed shall not have any right to speak at the meetings, that one of the said person so present whose name stands higher on the Register shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the joint-holders shall be entitled to be present at the meeting. Several executors or administrators of a deceased member in whose name share stand shall for the purpose of these articles are deemed joint-holders thereof. Voting in person or by proxy 121. Subject to the provisions of these Articles, vote may be given either personally or by proxy. A body corporate being a member may vote either by proxy or by a representative duly authorized in accordance with section 187 of the Act and such representative shall be entitled to exercise of the Act and such representative shall be entitled to exercise of same rights and powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if were an individual member.

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Votes in respect of shares of deceased and insolvent members 122.Any person, entitled under Article 1 to transfer any share, may vote any General Meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight hours at least before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Directors of his right to transfer such shares and give such indemnity (if any) as the Directors may require or the Directors shall have previously admitted his right to vote at such meeting in respect thereof. Appointment of Proxy 123. Every proxy (whether a member or not) shall be appointed in writing under the hand of the appointee or his attorney, or if such appointee is a corporation under the common seal of such corporation to be signed by an officer or any attorney duly authorized by it, and any Committee, or guardian may appoint such proxy The proxy so appointed shall not have a right to speak at the meeting. Proxy either for specified meeting or for a period 124.Any instrument of proxy may appoint a proxy either for the purpose of a particular meeting specified in the instrument and adjournment thereof or it may appoint for the purpose for the purpose of every meeting of the Company or of every meeting to be held before a date specified in the instrument and every adjournment of any such meeting. Proxy to vote only on a poll 125.A member present by proxy shall be entitled to vote only on a poll. Deposit of instrument of proxy 126.The instrument appointment a proxy and the power of attorney or other authority and (if any) under which it is signed or a notary certified copy of that power or authority shall be deposited at the office not later than forty-eight hours before the time holding the meeting at which the person named in the instrument proposes to vote and in default; the instrument or proxy instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution. Form of proxy 127. Every instrument of proxy whether for a specified meeting or otherwise shall, nearly as circumstances will admit, be in any of the forms set out in Schedule IX the Act. Validity of Votes given by proxy notwithstanding 128.A vote given in accordance with the terms of an instrument of proxy shall be valid not with standing the previous death or insanity of the principal, revocation of the proxy or of any power of attorney under which such proxy was signed, or the transfer of the shares in respect of which the vote is give, provided that not intimation in writing of the death or insanity, revocation or transfer shall have been received at the office before the meeting. Time for objections of votes 129.No objection shall be made to the validity of any vote, except at any meeting or poll at which such vote shall be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or poll shall be deemed valid for all purposes of such meeting or poll whatsoever. Chairman of the meeting be the judge of validity of any vote 130.The Chairman of any meeting shall be the sole judge of the validity of to every vote tendered at such meeting. The Chairman present at the taking of the poll shall be the sole judge of the validity of every vote tendered at such poll. Minutes of General meeting and inspection thereof by Members

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131. (a) The Company shall cause minutes of all proceedings of every General Meeting to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for the purpose with their pages consecutively numbered. (b) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such book shall be dated and signed by the Chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that Chairman within that period, by a Director duly authorized by the board for the purpose. (c) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or otherwise. (d) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. Retirement by rotation. Subject as aforesaid the Nominee Directors shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company. The Nominee Directors so appointed hall hold the said office only so long as any money remain owing by the Company to the Corporation or so long as the Corporation hold shares/debentures in the company as a result of direct subscription or private placement or as a result of conversion of the loan/debentures or guarantee given by the corporation in respect of any financial obligation or commitment by the Company remains outstanding. The Nominee Director so appointed in exercise of the said power shall so facto vacate his office immediately the money owing by the Company to the Corporation is paid off or on the corporation ceasing to hold debentures/shares in the guarantee. (e) All appointments of Officers made at any meeting aforesaid shall be including in the minutes of the meeting. (f) Nothing herein contained shall require or be deemed to require the inclusion in any such minutes of any matter whatsoever and in particular a matter which in the opinion of the Chairman of (a) is or could regarded as defamatory of any person, or (b) is irrelevant or immaterial to the proceedings, absolute discretion to regard to the inclusion or non-inclusion of any matter in the minutes on the aforesaid grounds or otherwise. (g) Any such minutes shall be evidence of the proceedings recorded therein. (h) The book containing the minutes of proceedings of General Meeting not the Company and subject to the provision of Section 252 of the Act, the number of Director (including Debenture, Alternate and Nominee Director, if any) shall not be less than three and more that twelve. THE SEAL The seal in custody and use 190. A. The Board shall provide a common Seal for the purpose of the Company, and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof, and the Board shall provide for the safe custody of the Seal for the time being, and the Seal shall never by used except by the authority of the Board or A committee of the Board previously give. B. The Company shall also be at liberty to have an official Seal in accordance with Section 50 of the Act, for use in any territory, district or place outside India. C. Deeds how executed Every deed or other instrument to which the seal of the Company is required to be affixed shall, unless the same is executed by a duly constituted attorney, be signed by two Directors or one Director and Secretary or some other person appointed by the Board for the purpose provided in respect of the share Certificates the Seal shall be affixed in accordance with Article 19 (a). DIVIDENDS Divisions of Profits

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191. The Profits of the Company, subject to the provisions of Section 205 to 208 of the Act and subject to any special rights relating thereto created or authorized to be created by these Articles, shall be divisible among the members in proportion to the amount of capital paid up or credited as paid up on the shares held; by them respectively. Declaration of dividend 192.The Company in General Meeting may declare dividends to be paid to members according to their respective rights, but no dividends shall exceed among the; members in proportion to the; amount of capital paid; up or credited as paid; up on the shares held by them respectively. Dividends only out of profits 193.No dividend shall be declared or paid otherwise than out of profits of the financial year arrived at after providing for depreciation in accordance with the provisions of Section 205 of the Act or out of; the profits of the Company for any previous financial arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both. Provided that : (1) If the Company has not provided for depreciation for any previous financial year or years it shall, before declaring or paying a dividend for any financial year, provide for such depreciation out of the profits of the financial year or out of the profits of any other previous financial year or years. (2) If the Company ahs incurred any loss in any previous financial year of years the amount of the loss or an amount which is equal to the amount provided for depreciation for that year or those year whichever is less, shall be set off against the profits of the Company for the year for which Company for any previous financial year or year arrived at in both cases after providing for depreciation in accordance with the provision of sub section (2) of Section 205 of the Act, or against both. (3) Not withstanding anything contained in sub-article (1) hereof, no dividend shall be declared or paid by the Company for any financial year out of the profits of the Company for the year arrived at after providing for depreciation in accordance with the provisions of Section 205 except after the transfer to the reserves of the Company of such percentage of its profits for that year, not exceeding ten percent, as maybe prescribed for the time being by as any Rules made under the Act. (4) Nothing in sub-article (1) hereof shall be deemed to prohibit the voluntary transfer by the Company of a higher percentage of its profits to the reserves in accordance with the Rules, if any, made by the Central Government in this; behalf under the Act. Deemed Net Profits Interim dividends 194. The declaration of the Board as to the amount of net profits of the Company shall be conclusive, subject to the provisions of the Act. 195. (a) The Board may, from time to time, pay to the members such interim dividend as in their judgment the position of the Company justifies. Capital paid in advance at interest not to earn dividend (b)Where Capital is paid in advance of calls, such capital may carry interest but shall not in respect thereof confer a right to dividend or participation in profits. Dividend in proportion to amount paid up 196. (a) All dividend shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly. Retention of Dividends until completion of transfer

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(b)The Board may retain the dividends payable upon shares in respect of which any person is under Article 61 entitled to become a member or which any person under that Articles is entitled to transfer, until such person shall become a member, on respect of such shares or shall duly transfer the same. Dividends to joint holders 197.Any one of several persons who are registered as the joint holders of any share may give effectual receipts for all dividends or bonus and payments on account of dividends or bonus or other money payable in respect of such shares. No member to receive dividend when indebted to the company 198.The Board may deduct from any dividend payable to any member all sum money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. Transfer of Shares must be registered 199. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer. Remittance of dividends 200.Unless otherwise directed, any dividend may be paid by cheque or warrant by a pay slip or receipt having the force of a cheque or warrant sent through the post to the registered address of the member or person entitle; for in case of joint holders to that one of them first named in the Register in respect of the join-holding. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. That Company shall not be liable or responsible for any cheque or warrant or pay slip or receipt lost in transmission or for any dividend lost to the member or person entitled this to by the forged endorsement of any cheque or warrant or the forged signature on any pay slip or receipt or the fraudulent recovery of the divided by any other means. Unclaimed dividends 201. The unclaimed/unpaid dividend shall bear interest as against the Company. All unclaimed dividend shall be deal in accordance with the provisions of Section 205 A and 205 B of the Act. Dividend and call together 202.Any General Meeting declaring a dividend may on the recommendation of the Directors, make a call on the members of such amount as the meeting fixes, but so that a call on each member shall not exceed the dividend payable to him and so that the call is made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the member, be set off against the calls. CAPITALIZATION Capitalization 203. (a) The Company in General Meeting may resolve that any moneys, investments or other assets forming part of the undivided profits of the Company standing to the credit of the Reserve Fund or any Capital Redemption Reserve Account, or in the hands of the Company and available for dividend (or representing premium received on the issue of shares and standing to the credit of the share premium Account) be capitalized and distributed amongst such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as capital and that all or any part of such capitalized fund; be applied on behalf of; such shareholders in paying up in full either at par or at such premium as the resolution may provide, any un-issued shares or; debentures of the Company which shall be distributed accordingly or in or towards payment of the call liability or any issued shares or debentures of that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalized sum, provided that a Share Premium Account and a Capital Redemption Reserve Account may, for the purposes of this Article, only be applied in the paying of any un-issued shares to be issued to members of the Company as fully paid bonus shares. (b) A General Meeting may resolve that any surplus moneys arising from the realization of any capital assets of the Company, or any investment representing the same, or any other undistributed profits of the Company, not subject to charge for income tax, be distributed among the members on the footing that they received the same as capital.

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(c) For the purpose of giving effect to any resolution under the proceeding paragraphs of this Article, the Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient and in particulars may issue fractional certificates, and may fix the value for distribution of any specific assets, and may determine that such cash payments shall be made to any member upon the footing of the value so fixed or that fraction of less value than Rs. 10/- may be disregarded in order to adjust the rights of all parties, and may vest any such cash or specific assets, in trustees upon such trusts for the person entitled to the dividend or capitalized fund as may seem expedient to the Board. Where requisite, a contract shall be delivered to the Registrar for registration in accordance with Section 75 of the Companies Act, 1956 and the Board may appoint any person to sign such contract on behalf of the person entitled to the dividend or capitalized fund, and such appointment shall be effective. ACCOUNTS Directors to Keep true Accounts 204.(1) The Company shall keep at the office or at such other place in India as the Board thinks fit, proper books of account in accordance with Section 209 of the Act with respect to; (a) all sums of money received and expended by the Company and the matters in respect of which the receipts and expenditure take place; (b) all sales and purchases of goods by the Company. (c) The assets and liabilities of the Company. (2) Where the Board decides to keep all or any of the Books of Account at anyplace other than the office of the Company, the Company shall within seven days of the decision file with the Registrar a notice in writing giving the full address of that other place. (3) The Company shall preserve in goods order the Books of Account relating to a period of not less then eight years proceeding the current year together with the vouchers relevant to any entry in such books of account. (4) Where the Company has a branch office, whether in or outside India, the Company shall be deemed to have complied with this Article if proper books of Account relating to the transactions effected at the branch office are kept at the branch office and proper summarized returns, made up to date at intervals of not more than three months are sent by the branch office to the Company at its office or other place in India, at which the Company's Books of Accounts are kept as aforesaid. (5) The books of account shall give a true and fair view of the state of the affairs of the Company or branch office, as the case may be and explain its transactions. The Books of Account and other books and papers shall be open to inspection by any Director during business hours. Inspection of Accounts or books by members 205. The Board shall from time to time determine whether and to what extent and at what time and places and under what conditions of regulations the accounts and books of the Company or any of them shall be open to the inspection of the members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Board. Statement of accounts to be furnished to General Meeting 206. The Board Directors shall from time to time in accordance with Sections 210, 212, 215,216, 217 and 221 of the Act, cause to be prepared and to be laid before the Company in Annual General meeting such profit and Loss Accounts Balance Sheet and report as are referred to in those Sections. Copies to be sent to each member 207.(1) A copy of every such Profit and Loss Account and Balance Sheet (including the Auditor's Report) and every other document required by law to be annexed to the balance Sheet) shall at least twenty one days before the meeting at which the same are to be laid before the members be sent to the members of the Company to trustees for the holders of the debentures issued be the Company. Whether such member or trustee is or not entitled to have notices of general meeting of the Company sent to him and to all persons other than such members or trustees being persons to entitle.

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(2) In case the shares of the Company are listed on a recognized Stock Exchange the provisions of clause (1) above shall not be applicable if the provisions of clause (b) (iv) to the provision of Section 219 (1) of Act are complied with.

AUDIT Accounts to be audited 208. Auditors shall be appointed and their rights and duties regulated in accordance with Section 224 to 227 of the Act. Copies to be sent to each member 209.The first Auditor or Auditors of the Company shall be appointed be the Board within one month of the date of registration of the Company and the Auditor or Auditors so appointed shall hold office until the conclusion of the first Annual General Meeting, provided that the Company may at a General Meeting remove any such Auditor or all of such Auditors and appoint in his or their place any other person or persons who have been nominated for appointment by any member of the Company and of whose nomination notice has been given to the members of the Company not less than fourteen days before the date of meeting provided further that if the Board falls to exercise its powers under this Article the Company in General Meeting may appoint the First Auditors. DOCUMENTS AND NOTICE Notice of documents or notices on members 210. (1) A document or notice may be served or given by the Company on any member or an officer there of either personally or by sending it by post to him to his registered address or (if he has not registered address in India) to the address if any within India supplied by him to the Company for serving of documents or notices on him. (2) Where a document or notice is sent by post service of the document or notice shall be deemed to be effected by property addressing prepaying and posting a letter containing the document or notice provided that documents or notices should be sent to him under a certificate of posting or by registered post with or without acknowledgement due and has deposited with the Company a sum sufficient to defray the expenses of doing so service or the document or notice shall not be deemed to be effected unless it is sent in the manner intimated by the member and such service shall be deemed to have been effected in the case of a notice of a meeting at the expiration of notices is posted and in any the other case the time at which the letter would be delivered in the ordinary course of post. By advertisement 211. A document or notice advertised in a news paper circulating in the neighborhood of the office shall be deemed to be duly served or sent on the day on which the advertisement appears on or to every member who has no registered address in India and has not supplied to the Company any address within India for the service of documents on him or the sending of notices to him. On joint holders 212. A document or notice may be served or given by the Company on or to the joint holders of a share by serving or giving the document or notice on or to the joint holder named first in the register of Members in respect of the share. On personal Representative 213.A document or notice may be served or given by the Company on the person entitled to a share in consequences of the death or insolvency of a member by sending it through the post in a prepaid letter addressed to him by name or by the title or representative of the deceased assignee of the insolvent or by any line description at the address (if any) in India supplied for the purpose by the person claiming to be so entitled or (until such an address had been so supplied) by serving the document or notice in any manner in which the same might have been given if the death or insolvency had not occurred.

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To whom documents or notices must be given 214. Documents, or notices of every General meeting shall be served or given in the same manner here in before authorized on or to (a) every member (b) every person entitled to a share in consequences of the death or insolvency of a member and (c) the auditor or auditors for the time being of the Company.

Members bound by documents given or served on previous holder 215.Every person who by operation of law of transfer or other means what so ever shall become entitled to any share shall be bound by every document or notice in respect of each share previously to his name and address being entered on the person form whom he derives his title to such share. Documents or notice by Company 216. Any documents or notice to be served or given by the Company may be signed by a Director or some other person duly authorized by the Board for such purposes and the signature may be written printed or lithographed. Service of documents and notices by members 217. All document or notices to be served or given by members to the Company or any officer there of shall be served or given by sending them to the Company or officer at the office by post under a certificate of posting or by registered post or by leaving it at the office. WINDING UP Liquidator may divide assets in specie 218.The liquidator on any winding up (whether voluntary under supervision or compulsory) may with the sanction of a special resolution but subject to the rights attached to any preference share capital divide among the contributories in special or any kind part of the assets of the Company and may with the like sanction vest any part of the Company in trustees upon such trusts for the benefit of the contributories as the liquidator with the like sanction shall think fit. INDEMNITY AND RESPONSIBILITY Directors and others right of indemnity 219. Subject to the provisions of Sections 201 of the Act every officer or Agent for the time being of the Company shall be indemnified out of the funds of the Company against all liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favor or in which he is acquitted or discharged or in connection with any application under Section 633 of the Act in which relief is granted to him by the Court. SECRECY Secrecy 220. (a) Every Director, Manager, Auditor, Treasurer, Trustee, member of a Committee officer, servant, agent, accountant or other person employed in the business of the Company if so required by the Directors before entering upon his duties sign a declaration pledging himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matters relating there to and shall by such declaration pledge himself not to reveal any of the matter which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by law or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in these present contained. (b) No member shall be entitled to visit inspect any work of the Company without the permission of the Directors or to require discovery of or any information respecting any detains of the Company's trading or any matter which may relate to the conduct of the business of the Company and which in the opinion of the Directors it would be in expedient in the interest of the Company to disclose.

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SECTION IX: OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION MATERIAL CONTRACTS AND DOCUMENTS The Contracts referred to in Para (A) below which are or may be deemed material, have been entered into by the Company. The contracts together with the documents referred to in paragraph (B) below, copies of all of which have been attached to the copy of this Draft Prospectus may be inspected at the Registered Office of the Company situated at Shri Balkishan Agarwal Glass Industries Limited, C-118, Greater Kailash-1, New Delhi 110048 between 11.00 a.m. and 1.00 p.m. on any working day from the date of this Draft Prospectus until the closing of the subscription list. A. MATERIAL CONTRACTS 1. Copy of Memorandum of Understanding dated November 08, 2006 between Shri Balkishan Agarwal Glass Industries Limited (BKGL) and BOB Capital Markets Limited, Lead Manager to the Issue. Copy of Memorandum of Understanding dated November 09, 2006 between Datamatics Financial Services Ltd. Registrar to the Issue and Shri Balkishan Agarwal Glass Industries Limited, the Company Copy of Power of Attorney executed by Shri. Manoj Kumar Agarwal, Shri. Nanak Chand Agarwal, Shri. Suresh Chand Agarwal, Shri. Nitin Agarwal, Shri. Madan Chaturvedi, Shri. W. Ramarao, Shri. Neeraj Agarwal, Shri. Mithun Singh Tarkar, Shri. Prateek Agarwal the Directors in favour of Shri. Bimal Chand Agarwal, Managing Director for signing and making corrections in the Draft Prospectus on his behalf. Copy of tripartite agreement dated .. between the NSDL, Shri Balkishan Agarwal Glass Industries Limited (BKGL) and Datamatics Financial Services Ltd.., Registrar to the Issue. Copy of tripartite agreement dated .. between the CDSL, Shri Balkishan Agarwal Glass Industries Limited (BKGL) and Datamatics Financial Services Ltd.., Registrar to the Issue

2.

3.

4.

5.

B. DOCUMENTS FOR INSPECTION 1. Copy of Memorandum of Association and Articles of Association of Shri Balkishan Agarwal Glass Industries Limited Copies of Annual report of. Shri Balkishan Agarwal Glass Industries Limited for the year ended 31/03/2002, 31/03/2003, 31/03/2004, 31/03/2005 and 31/03/2006 and Audited results for the period ended June 30, 2006. Copy of Special Resolution under section 81, 81(1A) and other relevant provisions of Companies Act, 1956 dated 14.10.2006 passed at the Extra Ordinary General Meeting of the company authorizing present issue of equity shares. Copy of certificate dated 28.09.2006 issued by R. P. Goel & Co., Chartered Accountant & Statutory Auditors of the Company reporting financials of Shri Balkishan Agarwal Glass Industries Limited in terms of part II schedule II of the Companies Act, 1956 and including capitalization statement, taxation statement, accounting ratios, details of sources and deployment of funds as on 11.10.2006. Copy of letter dated 28.08.2006 issued by M/s. R. P. Goel & Co. Chartered Accountant & Statutory Auditors of the Company regarding tax benefits accruing to the company and its shareholders.

2.

3.

4.

5.

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6. 7. 8.

Copies of quotations for Plant & Machinery and Estimations for Civil Work Copies of undertakings from Shri Balkishan Agarwal Glass Industries Limited Copies of Consents from the Directors of the Company, Registrar to the Issue, Lead Mangers to the Issue, Auditors, Company Secretary & Compliance Officer, Bankers to the Company, and Legal Advisors to the issue. Copy of SEBI Observation letter no. ___________ dated _____________ in respect of the Public Issue of the Company

9.

10. Copy of Compliance letter no: . 2006 dated .2006 sent by BOB Capital Markets Limited to SEBI Mumbai. 11. Copy of Power of Attorney executed by Shri. Manoj Kumar Agarwal, Shri. Nanak Chand Agarwal, Shri. Suresh Chand Agarwal, Shri. Nitin Agarwal, Shri. Madan Chaturvedi, Shri. W. Ramarao, Shri. Neeraj Agarwal, Shri. Mithun Singh Tarkar, Shri. Prateek Agarwal the Directors in favour of Shri. Bimal Chand Agarwal, Managing Director for signing and making corrections in the Draft Prospectus on his behalf. 12. Copies of Memorandum and Articles of Association and Certificate of Incorporation of the following companies: Great Value Foods Ltd K.S. Nutritions & Food Pvt. Ltd. Symbiosis Foods Pvt. Ltd. Shri Parasnath Plastic Pvt. Ltd. Kanha Projects Development India Ltd. Great Value Projects Pvt. Ltd. K.S. Developers Pvt. Ltd. Great Value Exim Pvt. Ltd Great Value Builders Pvt. Ltd Titli Exports Pvt. Ltd Shri Parasnath Cartons Pvt. Ltd Hariom Glass Works Pvt. Ltd K.S. Colonizers Pvt. Ltd. 13. Copy of the in-principle approval received from the BSE letter no. ..2006; dated . 14. Letter dated 25/2/06 from SBI SIB Branch, Agra addressed to BOB Capital Markets Ltd 15. Letter dated 9/1/06 from SBI SIB Branch, Agra addressed to BOB Capital Markets Ltd 16. Letter dated March 02, 2006 from State Bank of India, SIB Branch, Agra addressed to the Issuer Company 17. Due Diligence certificate dated November 08, 2006 to SEBI from BOB Capital Markets Limited. Any of the contracts or documents mentioned in this Draft Prospectus may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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PART III DECLARATION This is to confirm that all the relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government have been complied with and no statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, 1956 and rules made there under. All the legal requirements connected with this said offer as also the guidelines, instructions etc, issued by SEBI, the Government and any other competent authority in this behalf have been duly complied with. UNDERTAKING The Company confirms that no information/material likely to have a bearing on the decision of the investor in respect of the equity shares offered in terms of this Draft Prospectus have been suppressed/ withheld and/or incorporated in a manner that would amount to misstatement/misrepresentation and in the event of it transpiring at any point of time till allotment/ refund, as the case may be, that any information/material has been suppressed/withheld and/or amounts to misstatement/misrepresentation, we undertake to refund the entire application moneys to all the subscribers within seven days thereafter, without prejudice to the provisions of Section 63 of the Act. Since the date of last financial statement disclosed in this Draft Prospectus, there have been no circumstances that materially and adversely affects or is likely to affect the profitability of the Company or the value of its assets or its ability to pay off its liabilities within a period of next twelve months. The Directors, Company Secretary, Compliance Officer of the Company certify that all disclosures made in the Draft Prospectus are true and correct. By the Order of Board of Directors SHRI BALKISHAN AGARWAL GLASS INDUSTRIES LIMITED . Name Shri Bimal Chand Agarwal - Chairman & Managing Director Shri Manoj Agarwal - Non-Executive Director* Shri Nanak Chand Agarwal - Executive Director * Shri Suresh Chand Agarwal - Executive Director * Shri Nitin Agarwal - Executive Director * Shri Madan Chaturvedi - Independent Director* Shri W. Rama Rao - Independent Director * Shri Neeraj Agarwal - Independent Director * Shri Mithun Singh Tarkar - Independent Director * Shri Prateek Agarwal, Independent Director* Signature

SIGNED BY MANAGING DIRECTOR

* Through their constituted attorney Shri Bimal Chand Agarwal Chairman & Managing Director Shri Anuj Tiwari- Compliance Officer & Company Secretary PLACE: New Delhi DATE: November 10, 2006

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